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1. CHARTER

AUDIT COMMITTEE PURPOSE

The Audit Committee ("Committee") is appointed by the Board to assist the Board
in fulfilling its oversight responsibilities of the "Company. In so doing the
Committee provides an avenue of communication among the independent auditors,
management, and the Board. The Committee's primary duties and responsibilities
are to gain reasonable assurance of the following:

     o    that the Company complies with the applicable laws, regulations,
          rules, policies and other requirements of governments, regulatory
          agencies and stock exchanges relating to financial reporting and
          disclosure;

     o    that management of the Company has assessed areas of potential
          significant financial risk to the Company and taken appropriate
          measures;

     o    the independence and satisfactory performance of duties by the
          Company's independent auditors;

     o    that the accounting principles, significant judgments and disclosures
          that underlie or are incorporated in the Company's financial
          statements are the most appropriate in the prevailing circumstances;

     o    that the Company's quarterly and annual financial statements present
          fairly the Company's financial position and performance in accordance
          with generally accepted accounting principles; and

     o    that appropriate information concerning the financial position and
          performance of the Company is disseminated to the public in a timely
          manner.

COMPOSITION

Audit Committee members shall meet the requirements of the exchange(s) upon
which the Company is listed as well as all governing regulatory bodies. The
Committee shall be comprised of three or more Directors as determined by the
Board, each of whom shall be independent non-executive Directors, free from any
relationship that would interfere with the exercise of his or her independent
judgment. All members of the Committee shall be financially literate.

The Committee members shall be appointed by the Board. The Board shall designate
the Chairman of the Committee annually.

RELIANCE ON EXPERTS

The Committee shall have the authority to engage independent counsel and other
advisors as it determines necessary to carry out its duties and to set and pay
the compensation for any advisors

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engaged by it. In so doing each member of the Committee shall be entitled to
rely in good faith upon:

     (a)  financial statements of the Company represented to him or her by an
          officer of the Company or in a written report of the independent
          auditors to present fairly the financial position of the Company in
          accordance with generally accepted accounting principles; and

     (b)  any report of a lawyer, accountant, engineer, appraiser or other
          person whose profession lends credibility to a statement made by any
          such person.

The Committee shall also have the authority to communicate directly with the
independent auditors.

REMUNERATION OF COMMITTEE MEMBERS

No member of the Committee may earn fees from the Company or any of its
subsidiaries other than directors' fees (which fees may include cash, options or
other in-kind consideration ordinarily available to directors). For greater
certainty, no member of the Committee shall accept any consulting, advisory or
other compensatory fee from the Company.

LIMITATIONS ON COMMITTEE'S DUTIES

In contributing to the Committee's discharging of its duties under this Charter,
each member of the Committee shall be obliged only to exercise the care,
diligence and skill that a reasonably prudent person would exercise in
comparable circumstances. Nothing in this Charter is intended, or may be
construed, to impose on any member of the Committee a standard of care or
diligence that is in any way more onerous or extensive than the standard to
which all Board members are subject.

MEETINGS AND OPERATING PROCEDURES

     o    The Committee shall meet at least four times annually, or more
          frequently as circumstances dictate.

     o    A quorum shall be a majority of the members.

     o    In the absence of the Chairman of the Committee, the members shall
          appoint an acting Chairman.

     o    A copy of the minutes of each meeting of the Committee shall be
          provided to each member of the Committee and to each Director of the
          Company in a timely fashion.

     o    The Chairman of the Committee shall prepare and/or approve an agenda
          in advance of each meeting.

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     o    The Committee, in consultation with management and the independent
          auditors, shall develop and participate in a process for review of
          important financial topics that have the potential to impact the
          Company's financial policies and disclosures.

     o    The Committee shall communicate its expectations to management and the
          independent auditors with respect to the nature, timing and extent of
          its information needs. The Committee expects that written materials
          will be received from management and the independent auditors in
          advance of meeting dates.

     o    The Committee should meet privately in executive session at least
          quarterly with management, the independent auditors and as a committee
          to discuss any matters that the Committee or each of these groups
          believe should be discussed.

     o    In addition, the Committee or at least its Chair should communicate
          with management and the independent auditors quarterly to review the
          Company's financial statements and significant findings based upon the
          auditor's limited review procedures.

     o    The Committee shall annually review, discuss and assess its own
          performance. In addition, the Committee shall periodically review its
          role and responsibilities.

     o    The Committee expects that, in discharging their responsibilities to
          the shareholders, the independent auditors shall be accountable to the
          Board through the Committee. The independent auditors shall report all
          material issues or potentially material issues to the Committee.

RESPONSIBILITIES AND DUTIES

Review Procedures

     o    Review and reassess the adequacy of this Charter at least annually,
          submit it to the Board for approval and ensure that it is in
          compliance with applicable securities laws.

     o    Review the Company's annual audited financial statements and the
          accompanying Management Discussion and Analysis prior to filing or
          distribution, and report its findings for approval to the Board.
          Review should include discussion with management and independent
          auditors of significant issues regarding accounting principles,
          practices and judgments.

     o    Review the Company's quarterly unaudited financial statements and the
          accompanying Management Discussion and Analysis prior to filing or
          distribution, and report its findings for approval to the Board.
          Review should include discussion with management and independent
          auditors of significant issues regarding accounting principles,
          practices and judgments.


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     o    Review and, if appropriate, recommend approval to the Board of news
          releases and reports to shareholders issued by the Company with
          respect the Company's annual and quarterly financial statements.

     o    Ensure that adequate procedures are in place for the review of the
          Company's disclosure of financial information extracted or derived
          from the Company's financial statements, other than the disclosure
          stated above, and periodically assess the adequacy of the those
          procedures.

     o    In consultation with management and the independent auditors, consider
          the integrity of the Company's financial reporting processes and
          controls. Discuss significant financial risk exposures and the steps
          management has taken to monitor, control, and report such exposures.
          Review significant findings prepared by the independent auditors
          together with management's responses.

     o    Review with management and the independent auditors the management
          certifications of the financial statements as required under
          applicable securities laws.

     o    Review with management and the independent auditors the
          appropriateness of the Company's accounting policies, disclosures,
          reserves, key estimates and judgments, including changes or
          alternatives thereto and to obtain reasonable assurance that they are
          in compliance with generally accepted accounting principles, and
          report thereon to the Board.

     o    Review the following with management with the objective of obtaining
          reasonable assurance that financial risk is being effectively managed
          and controlled:

          i.   management's tolerance for financial risks;

          ii.  management's assessment of significant financial risks facing the
               Company;

          iii. the Company's policies, plans, processes and any proposed changes
               to those policies for controlling significant financial risks;

     o    On at least an annual basis, review with the Company's counsel, any
          legal matters that could have a significant impact on the
          organizations' financial statements, the Company's compliance with
          applicable laws and regulations, inquiries received from regulators or
          governmental agencies.

Independent Auditors

     o    The independent auditors are ultimately accountable to the Committee
          and the Board. The Committee shall review the independence and
          performance of the auditors and annually recommend to the Board the
          appointment of the independent auditors or approve any discharge of
          auditors when circumstances warrant.

     o    Assume direct responsibility for overseeing the work of the
          independent auditors engaged to prepare or issue an audit report or
          perform other audit, review or attest

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          services for the Company, including the resolution of disagreements
          between management and the independent auditors regarding financial
          reporting.

     o    Evaluate and recommend to the Board the independent auditors to be
          nominated to prepare or issue an audit report or perform other audit,
          review or attest services for the Company, and the compensation of the
          independent auditors.

     o    Pre-approve all non-audit services to be provided to the Company or
          its subsidiary entities by its independent auditors. Authority to
          pre-approve non-audit services may be delegated to one or more
          independent members, provided that the pre-approval is presented to
          the full Committee at its first scheduled meeting following such
          pre-approval.

     o    On an annual basis, the Committee should review and discuss with the
          independent auditors all significant relationships they have with the
          Company that could impair the auditors' independence.

     o    Review the independent auditors' audit plan, discuss scope, staffing,
          locations, reliance upon management and internal audit and general
          audit approach.

     o    Prior to releasing the year-end earnings, discuss the results of the
          audit with the independent auditors. Discuss certain matters required
          to be communicated to audit committees.

     o    Consider the independent auditors' judgments about the quality and
          appropriateness of the Company's accounting principles as applied in
          its financial reporting.

     o    Review the results of independent audits and any change in accounting
          practices or policies and their impact on the financial statements.

     o    Where there are unsettled issues raised by the independent auditors
          that do not have a material effect on the annual audited financial
          statements, require that there be a written response identifying a
          course of action that would lead to their resolution.

Other

     o    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.

     o    Review and approve the Company's hiring policies regarding employees
          and former employees of the present and former independent auditors of
          the Company.

     o    Review, through its Chairman, the travel and entertainment expenses of
          the President and Chief Executive Officer.


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     o    Ensure that the Company's annual information form (the "AIF") contains
          the required, prescribed disclosure regarding the Committee, and if
          management solicits proxies from the Company's security holders for
          the purpose of electing Directors to the Company's Board, ensure that
          a cross-reference to the sections of the Company's AIF containing the
          required, prescribed disclosure is included in the Company's
          management information circular.