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                                                                   Exhibit 99.26

                            SOURCE ENERGY CORPORATION
                      CHARTER OF THE AUDIT COMMITTEE OF THE

                               BOARD OF DIRECTORS


I.    STATEMENT OF POLICY

      This Charter specifies the scope of the responsibilities of the Audit
Committee (the "COMMITTEE") of the Board of Directors (the "BOARD") of Source
Energy Corporation (the "COMPANY") and the manner in which those
responsibilities shall be performed, including its structure, processes and
membership requirements.

      The primary purpose of the Committee is to oversee the accounting and
financial reporting processes of the Company and the audits of the Company's
financial statements. The Committee shall also review the qualifications,
independence and performance, and approve the terms of engagement of the
Company's independent auditor, review the performance of the Company's internal
audit function and prepare any reports required of the Committee under rules of
the Securities and Exchange Commission ("SEC").

      The Company shall provide appropriate funding, as determined by the
Committee, to permit the Committee to perform its duties under this Charter, to
compensate its advisors and to compensate any registered public accounting firm
engaged for the purpose of rendering or issuing an audit report or related work
or performing other audit, review or attest services for the Company. The
Committee, at its discretion, has the authority to initiate investigations, and
hire legal, accounting or other outside advisors or experts to assist the
Committee, as it deems necessary to fulfill its duties under this Charter. The
Committee may also perform such other activities consistent with this Charter,
the Company's Bylaws and governing law, as the Committee or the Board deems
necessary or appropriate.

II.   ORGANIZATION AND MEMBERSHIP REQUIREMENTS

      The Committee shall comprise three or more directors selected by the
Board, each of whom shall satisfy the independence and experience requirements
of The Nasdaq Stock Market: provided that one director who does not meet the
independence criteria of Nasdaq, but is not a current employee or officer, or an
immediate family member of an employee or officer, may be appointed to the
Committee, subject to the approval of the Board pursuant to, and subject to the
limitations under, the "exceptional and limited circumstances" exceptions as
provided under the rules of Nasdaq. In addition, the Committee shall not include
any member who:

      -     has participated in the preparation of the financial statements of
            the Company or any current subsidiary at any time during the past
            three (3) years; or

      -     accepts any consulting, advisory, or other compensatory fee,
            directly or indirectly, from the Company, other than in his or her
            capacity as a member of the Committee, the Board, or any other
            committee of the Board; or

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      -     is an affiliate of the Company or any subsidiary of the Company,
            other than a director who meets the independence requirements of The
            Nasdaq Stock Market.

      Each member of the Committee must be able to read and understand
fundamental financial statements, including a balance sheet, income statement
and cash flow statement. In addition, at least one member shall have past
employment experience in finance or accounting, professional certification in
accounting, or other comparable experience or background resulting in the
individual being financially sophisticated, which may include being or having
been a chief executive, chief financial or other senior officer with financial
oversight responsibilities.

      The members of the Committee shall be appointed by the Board on the
recommendation of the Nominating and Corporate Governance Committee and shall
serve until their successors are duly elected and qualified or their earlier
resignation or removal. Any member of the Committee may be replaced by the
Board. Unless a chairman is elected by the full Board, the members of the
Committee may designate a chairman by majority vote of the full Committee
membership.

III.  MEETINGS

      The Committee shall meet as often as it determines, but not less
frequently than quarterly. A majority of the members shall represent a quorum of
the Committee, and, if a quorum is present, any action approved by at least a
majority of the members present shall represent the valid action of the
Committee. The Committee may form and delegate authority to subcommittees, or to
one or more members of the Committee, when appropriate. The Committee shall meet
with management, internal auditors and the independent auditor in separate
executive sessions as appropriate. The Committee shall meet with the independent
auditor and management to review the Company's financial statements and
financial reports. The Committee shall maintain written minutes of its meetings,
which minutes will be filed with the minutes of the meetings of the Board. The
Committee will also record summaries of its recommendations to the Board in
written form, which will be incorporated as part of the minutes of the Board
meeting at which those recommendations are presented.

IV.   COMMITTEE AUTHORITY AND RESPONSIBILITIES

      To fulfill its responsibilities and duties, the Committee shall:

      A.    OVERSIGHT OF THE COMPANY'S INDEPENDENT AUDITOR

            1. Be directly and solely responsible for the appointment,
compensation, retention and oversight of any independent auditor (including
resolution of disagreements between management and the independent auditor
regarding financial reporting) engaged by the Company for the purpose of
preparing or issuing an audit report or related work, with each such auditor
reporting directly to the Committee.

            2. Periodically review and discuss with the independent auditor (i)
the matters required to be discussed by Statement on Auditing Standards No. 61,
as amended, and (ii) any formal written statements received from the independent
auditor consistent with and in

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satisfaction of Independence Standards Board Standard No. 1, as amended,
including without limitation, descriptions of (x) all relationships between the
independent auditor and the Company, (y) any disclosed relationships or services
that may impact the independent auditor's objectivity and independence and (z)
whether any of the Company's senior finance personnel were recently employed by
the independent auditor.

            3. Evaluate annually the qualifications, performance and
independence of the independent auditor, including a review of whether the
independent auditor's quality-control procedures are adequate and a review and
evaluation of the lead partner of the independent auditor, taking into account
the opinions of management and the Company's internal auditors, and report to
the Board on its conclusions, together with any recommendations for additional
action.

            4. Consult with the independent auditor to assure the rotation of
the lead audit partner having primary responsibility for the audit and the audit
partner responsible for reviewing the audit every five years, consider issues
related to the timing of such rotation and the transition to new lead and
reviewing partners, and consider whether, in order to assure continuing auditor
independence, there should be regular rotation of the audit firm, and report to
the Board on its conclusions.

            5. Approve in advance the engagement of the independent auditor for
all audit services and non-audit services, based on independence, qualifications
and, if applicable, performance, and approve the fees and other terms of any
such engagement; provided, however, that (i) the Committee may establish
pre-approval policies and procedures for any engagement to render such services,
provided that such policies and procedures (x) are detailed as to particular
services, (y) do not involve delegation to management of the Committee's
responsibilities hereunder and (z) provide that, at its next scheduled meeting,
the Committee is informed as to each such service for which the independent
auditor is engaged pursuant to such policies and procedures, and (ii) the
Committee may delegate to one or more members of the Committee the authority to
grant pre-approvals for such services, provided that the decisions of such
member(s) to grant any such pre-approval shall be presented to the Committee at
its next scheduled meeting.

            6. Meet with the independent auditor prior to the audit to discuss
the planning and staffing of the audit.

            7. Approve as necessary the termination of the engagement of the
independent auditor.

            8. Establish policies for the hiring of employees or former
employees of the independent auditor who participated in any capacity in the
audit of the Company, taking into account the impact of such policies on auditor
independence.

            9. Regularly review with the independent auditor any significant
difficulties encountered during the course of the audit, any restrictions on the
scope of work or access to required information and any significant disagreement
among management and the independent auditor in connection with the preparation
of the financial statements. Review with the independent auditor any accounting
adjustments that were noted or proposed by the independent

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auditor but that were "passed" (as immaterial or otherwise), any communications
between the audit team and the independent auditor's national office respecting
auditing or accounting issues presented by the engagement, any "management" or
"internal control" letter or schedule of unadjusted differences issued, or
proposed to be issued, by the independent auditor to the Company, or any other
material written communication provided by the independent auditor to the
Company's management.

            10. Review with the independent auditor the critical accounting
policies and practices used by the Company, all alternative treatments of
financial information within generally accepted accounting principles ("GAAP")
that the independent auditor has discussed with management, the ramifications of
the use of such alternative disclosures and treatments and the treatment
preferred by the independent auditor.

      B.    REVIEW OF FINANCIAL REPORTING, POLICIES AND PROCESSES

            1. Review and discuss with management and the independent auditor
the Company's annual audited financial statements and any certification, report,
opinion or review rendered by the independent auditor, and recommend to the
Board whether the audited financial statements should be included in the
Company's annual report on Form 10-K.

            2. Review and discuss with management and the independent auditor
the Company's quarterly financial statements.

            3. Review and discuss with management and the independent auditor
the Company's disclosure under "Management's Discussion and Analysis of
Financial Condition and Results of Operations" appearing in the Company's
periodic reports.

            4. Review and discuss earnings press releases and other information
provided to securities analysts and rating agencies, including any "pro forma"
or adjusted financial information.

            5. Periodically meet separately with management, with internal
auditors and with the independent auditor.

            6. Review with management and the independent auditor any
significant judgments made in management's preparation of the financial
statements and the view of each as to appropriateness of such judgments.

            7. Review with management its assessment of the effectiveness and
adequacy of the Company's internal control structure and procedures for
financial reporting ("INTERNAL CONTROLS"), review annually with the independent
auditor the attestation to and report on the assessment made by management, and
consider with management, the internal auditors and the independent auditor
whether any changes to the Internal Controls are appropriate in light of
management's assessment or the independent auditor's attestation.

            8. Review with management its evaluation of the Company's procedures
and controls designed to assure that information required to be disclosed in its
periodic public reports

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is recorded, processed, summarized and reported in such reports within the time
periods specified by the SEC for the filing of such reports ("DISCLOSURE
CONTROLS"), and consider whether any changes are appropriate in light of
management's evaluation of the effectiveness of such Disclosure Controls.

            9. Review and discuss with management and the independent auditor
any off-balance sheet transactions or structures and their effect on the
Company's financial results and operations, as well as the disclosure regarding
such transactions and structures in the Company's public filings.

            10. Review with management and the independent auditor the effect of
regulatory and accounting initiatives on the financial statements. Review any
major issues regarding accounting principles and financial statement
presentations, including any significant changes in selection of an application
of accounting principles. Consider and approve, if appropriate, changes to the
Company's auditing and accounting principles and practices as suggested by the
independent auditor or management.

            11. Review any special audit steps adopted in light of material
control deficiencies.

      C. RISK MANAGEMENT, RELATED PARTY TRANSACTIONS, LEGAL COMPLIANCE AND
ETHICS

            1. Review with the chief executive and chief financial officer of
the Company any report on significant deficiencies in the design or operation of
the Internal Controls that could adversely affect the Company's ability to
record, process, summarize or report financial data, any material weaknesses in
Internal Controls identified to the auditors, and any fraud, whether or not
material, that involves management or other employees who have a significant
role in the Company's Internal Controls.

            2. Review and approve any related-party transactions, after
reviewing each such transaction for potential conflicts of interests and other
improprieties.

            3. Establish procedures for the receipt, retention and treatment of
complaints received by the Company regarding accounting, internal accounting
controls or auditing matters, and the confidential, anonymous submission by
employees of the Company of concerns regarding questionable accounting or
auditing matters. Adopt, as necessary, appropriate remedial measures or actions
with respect to such complaints or concerns.

            4. In consultation with the Nominating and Corporate Governance
Committee, consider and present to the Board for adoption a Code of Conduct for
all employees and directors, which meets the requirements of Item 406 of the
SEC's Regulation S-K, and provide for and review prompt disclosure to the public
of any change in, or waiver of, such Code of Conduct. Review such Code of
Conduct periodically and recommend such changes to such Code of Conduct as the
Committee shall deem appropriate, and adopt procedures for monitoring and
enforcing compliance with such Code of Conduct.

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            5. As requested by the Board, review and investigate conduct alleged
by the Board to be in violation of the Company's Code of Business Conduct, and
adopt as necessary or appropriate, remedial, disciplinary, or other measures
with respect to such conduct.

            6. Discuss with management and the independent auditor any
correspondence with regulators or governmental agencies that raise material
issues regarding the Company's financial statements or accounting policies.

            7. Prepare the report required by the rules of the SEC to be
included in the Company's annual proxy statement.

            8. Develop, in coordination with the Nominating and Corporate
Governance Committee, and implement an annual performance evaluation of the
Committee.

            9. Regularly report to the Board on the Committee's activities,
recommendations and conclusions.

            10. Review and reassess the Charter's adequacy at least annually.