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                                                               Exhibit 99.6

                     AUDIT AND COMPLIANCE COMMITTEE CHARTER


I.       MEMBERSHIP

         A.       The Audit and Compliance Committee (the "Committee") of the
                  Board of Directors (the "Board") shall consist of at least
                  three directors whose qualifications include financial
                  literacy, independence and accounting or related financial
                  expertise as determined under the Sarbanes-Oxley Act (the
                  "Act") and applicable rules of the National Association of
                  Securities Dealers ("NASD") and the Securities and Exchange
                  Commission ("SEC"). Each member of the committee must be
                  financially literate at the time of appointment, and at least
                  one member of the Committee must be a "financial expert" under
                  the requirements of the Act.

         B.       For purposes of this Charter, "independent" shall mean that
                  each member of the Committee shall comply with the
                  requirements of 1-5 below:

                  1.       No member of the Committee shall receive compensation
                           other than director's fees for service as a director
                           of the Company. Such compensation may include
                           reasonable compensation for serving on the Committee
                           and regular benefits that other directors receive.

                  2.       No family member of a Committee member shall receive
                           compensatory payments which would otherwise be
                           prohibited to be paid to a Committee member under
                           this Charter. A "family member" includes any person
                           related by blood, marriage or adoption or any person
                           who has the same residence as the Committee member

                  3.       No person deemed to be an affiliate of the Company or
                           its subsidiaries may serve as a member of the
                           Committee. An "affiliate" is a person that "owns or
                           controls 20% or more of the Company's voting
                           securities" or who "directly or indirectly, through
                           one or more intermediaries, controls, or is
                           controlled by, or is under common control with, the
                           Company or its subsidiaries." A "facts and
                           circumstances" determination shall be made as to
                           whether an individual may be deemed an affiliate as
                           to the latter, or through rules promulgated by the
                           NASD or the SEC.

                  4.       No person who was, or whose family member was,
                           employed by the Company or its subsidiaries within
                           the three years preceding that person's nomination to
                           the Committee shall be permitted to serve on the
                           Committee.

                  5.       No person who was employed by, or was a partner of,
                           the Company's external auditor within the three years
                           preceding that person's nomination to the Committee
                           shall be permitted to serve on the Committee.

II.      PURPOSE

         A.       The Committee serves as the representative of the Board for
                  the general oversight of Company affairs relating to:

                  1.       The Company's accounting and financial operating
                           processes;

                  2.       The quality and integrity of the Company's financial
                           statements;

                  3.       The Company's compliance with legal and regulatory
                           requirements;



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                  4.       The independent auditor's qualifications and
                           independence; and

                  5.       The performance of the Company's internal audit
                           function and independent auditors.

         B.       Through its activities, the Committee facilitates open
                  communication among directors, independent auditors, the
                  internal auditor and management by meeting in private session
                  regularly with these parties.

         C.       The Committee also provides oversight regarding significant
                  financial matters, including borrowings, currency exposures,
                  dividends, share issuance and repurchases.

III.     MEETINGS AND PROCEDURES

         A.       The Committee shall convene at least four times each year.

         B.       The Committee shall endeavor to determine that auditing
                  procedures and controls are adequate to safeguard Company
                  assets and to assess compliance with Company policies and
                  legal requirements.

         C.       The Committee shall be given full access to the Company's
                  internal auditors, Board Chairman, Company executives and
                  independent auditors. When any audit has been prepared by a
                  registered public accounting firm for the Company, the
                  Committee shall timely receive a report from such firm on: (1)
                  all critical accounting policies and practices; (2) all
                  alternative treatments of financial information within
                  generally accepted accounting principles that have been
                  discussed with management officials of the issuer,
                  ramifications of the use of such alternative disclosures and
                  treatments, and the treatment preferred by the registered
                  public accounting firm; and (3) other material written
                  communications between the registered public accounting firm
                  and company management, such as any management letter or
                  schedule of unadjusted differences.

IV.      RESPONSIBILITIES

         A.       The Committee shall:

                  1.       Have the sole authority to select, compensate,
                           oversee, evaluate and, where appropriate, replace the
                           independent auditor.

                  2.       Annually review and approve the proposed scope of
                           each fiscal year's internal and outside audit at the
                           beginning of each new fiscal year.

                  3.       Inform each registered public accounting firm
                           performing work for the Company that such firm shall
                           report directly to the Committee.

                  4.       Oversee the work of any registered public accounting
                           firm employed by the Company, including the
                           resolution of any disagreement between management and
                           the auditor regarding financial reporting, for the
                           purpose of preparing or issuing an audit opinion or
                           related work.

                  5.       Review and approve in advance any audit and non-audit
                           services and fees to be provided by the Company's
                           independent auditor, other than "prohibited
                           non-auditing services" and minor audit services, each
                           as specified in the Act. The Committee has the sole
                           authority to make these approvals, although such
                           approval may be delegated to any committee member so
                           long as the approval is presented to the full
                           Committee at a later time.

                  6.       At or shortly after the end of each fiscal year,
                           review with the independent auditor, the internal
                           auditor and Company management, the audited financial
                           statements and related opinion and costs of the audit
                           of that year.



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                  7.       Provide any recommendations, certifications and
                           reports that may be required by the NASD or the SEC
                           including the report of the Committee that must be
                           included in the Company's annual proxy statement.

                  8.       Review and discuss the annual audited financial
                           statements and quarterly financial statements with
                           management and the independent auditor.

                  9.       Establish and oversee procedures for: (a) the
                           receipt, retention, and treatment of complaints
                           received by the Company regarding accounting,
                           internal accounting controls, or auditing matters;
                           and (b) the confidential anonymous submission by
                           employees of the Company of concerns regarding
                           questionable accounting or auditing matters.

                  10.      Have the authority to engage independent counsel,
                           accountants, experts and other advisers as it
                           determines necessary to carry out its duties. The
                           Company shall provide for appropriate funding, as
                           determined by the Committee, in its capacity as a
                           committee of the Board of Directors, for payment of
                           compensation to any advisers employed by the
                           Committee and to the independent auditor employed by
                           the Company for the purpose of rendering or issuing
                           an audit report.

                  11.      Ensure the rotation of the lead audit partner at
                           least every five years.

                  12.      Confirm with any independent auditor retained to
                           provide audit services for any fiscal year that the
                           lead (or coordinating) audit partner (having primary
                           responsibility for the audit), or the audit partner
                           responsible for reviewing the audit, has not
                           performed audit services for the Company in each of
                           the five previous fiscal years of the Company and
                           that the firm meets all legal and professional
                           requirements for independence.

                  13.      Discuss with management and the independent auditor
                           the Company's policies with respect to risk
                           assessment and risk management.

                  14.      Meet separately, periodically, with management, with
                           internal auditors and with the independent auditor.

                  15.      In consultation with the independent auditor,
                           management and the internal auditors, review the
                           integrity of the Company's financial reporting
                           process.

                  16.      Review periodically the effect of regulatory and
                           accounting initiatives, as well as off-balance sheet
                           structures, on the financial statements of the
                           Company.

                  17.      Review with the independent auditor: (a) any audit
                           problems or other difficulties encountered by the
                           auditor in the course of the audit process, including
                           any restrictions on the scope of the independent
                           auditor's activities or on access to requested
                           information, and any significant disagreements with
                           management; and (b) management's responses to such
                           matters.

                  18.      Review and discuss with the independent auditor the
                           responsibility, budget and staffing of the Company's
                           internal audit function

                  19.      Set clear hiring policies for employees or former
                           employees of the independent auditor. At a minimum,
                           these policies should provide that any registered
                           public accounting firm may not provide audit services
                           to the Company if the CEO, Controller, CFO, Chief
                           Accounting Officer or any person serving in an
                           equivalent capacity for the Company was employed by
                           the registered public accounting firm and
                           participated in the audit of the Company within one
                           year of the initiation of the current audit.



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                  20.      Report regularly to the Board of Directors. Such
                           report to the Board of Directors may take the form of
                           an oral report by the Chairman or any other member of
                           the Committee designated by the Committee to make
                           such report.

                  21.      Require the full Board to review and approve all
                           related-party transactions.

                  22.      Require the establishment of and oversee the
                           application of appropriate policies and procedures to
                           ensure the Company's subsidiary is meeting all
                           regulatory and compliance mandates and at least
                           annually reviews such policies and procedures to
                           ensure ongoing compliance.

                  23.      Review activities, organizational structure and
                           qualifications of the internal audit department.

                  24.      Review, with the Company's legal counsel, legal
                           compliance matters, including Company securities
                           trading policies.

                  25.      Review, with the Company's legal counsel, any legal
                           matters that could have significant impact on the
                           Company's financial statements.

                  26.      Review monitoring of the Company's employees'
                           compliance with the Company's Code of Conduct.

                  27.      Ensure that the Company has the proper systems in
                           place in order that the Company's financial
                           statements, reports and other financial information
                           disseminated to governmental organizations and the
                           public satisfy legal requirements.

                  28.      Perform such other activities consistent with this
                           charter, the Company's Code of Regulations and
                           governing law, as the Committee or the Board deem
                           necessary or appropriate.

                  29.      Perform a review and evaluation, at least annually,
                           of the performance of the Committee. In addition, the
                           Committee shall review and reassess, at least
                           annually, the adequacy of this Charter and recommend
                           to the Board of Directors any improvements to this
                           Charter that the Committee considers necessary or
                           valuable. The Committee shall conduct such
                           evaluations and reviews in such manner as it deems
                           appropriate.