Exhibit 99.2
 TLCVisionCorporation Audit Committee Charter
    Independent Accountant Selection, Evaluation and Oversight:
 
    
    Review the independence and performance of the accountants, and annually recommend to
the Board of Directors the appointment of the independent accountants or approve any
replacement of accountants when circumstances warrant. The independent accountants report
directly to the Committee and the Committee shall be directly responsible for the
compensation of the independent accountants.
    
    Specifically pre-approve all audit and non-audit services provided by the independent
accountants. The independent accountant shall not be engaged to perform non-audit services
proscribed by law or regulation. The Committee may delegate pre-approval authority to a
member of the Audit Committee provided any decisions of the member are presented to the
full Committee at its next scheduled meeting. The Committee shall consider whether the
provision of permitted non-audit services is compatible with maintaining the auditors
independence.
  
    
    Consider the independent accountants judgments about the quality and appropriateness of
the Companys accounting principles as applied in its financial reporting.
    
    Review the independent accountants audit plan and discuss scope, staffing, locations,
reliance upon management and internal audit and general audit approach. Discuss the results
of the audit with the independent accountants prior to releasing the year-end earnings.
    
    Review significant findings prepared by the independent accountants together with
managements responses. Review any significant problems or difficulties that the
independent accountants may have encountered in the connection with the audit.
    
    Ensure the rotation of the lead audit partner and other audit partners as required by
law, and establish policies for the Companys hiring of employees or former employees of
the independent auditor.
 Review of Financial Reports and Disclosures:
 
    
    In consultation with management, the independent accountants and the internal audit
function, consider the integrity of the Companys financial reporting processes and
controls. Discuss significant financial risk exposures, major issues regarding accounting
principles and financial statement presentations (including significant changes in the
Companys selection or application of accounting principles), and the effects of regulatory
and accounting initiatives on the financial statements of the Company. Evaluate the steps
management has taken to monitor, control and report such issues.




---



##### 




    
    Review with management and the independent accountants the companys financial
disclosure documents, including all financial statements and reports filed with the
Securities and Exchange Commission or sent to stockholders, and, following the year-end
review, recommend to the Board the inclusion of the audited financial statements in all of
the companys filings.
    
    Annually prepare a report to shareholders as required by the Securities and Exchange
Commission to be included in the Companys annual proxy statement.
    
    Review with financial management and the independent accountants the Companys quarterly
financial results prior to the release of earnings and/or the Companys quarterly financial
statements prior to filing or distribution.
    
    Discuss any significant changes to the Companys accounting principles and any items
required to be communicated to the independent accountants. The Chair of the Committee may
represent the entire Audit Committee for purposes of this review.
 Internal Audit Oversight
 
    
    Review the budget, plan, activities, organizational structure and performance of the
internal audit function as needed.
    
    Review significant issues identified by the internal audit function together with
managements response and follow-up on these reports.
 Additional Audit Committee Actions:
 
    
    At least annually, review with the Companys General Counsel any legal matters that
could have a significant impact on the organizations financial statements, the Companys
compliance with applicable laws and regulations and inquiries received from regulators or
governmental agencies.
    
    Review the Companys Code of Ethical Conduct and the Companys compliance with this
code.
    
    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 concerns regarding questionable
accounting or auditing matters.
    
    Review and evaluate risk management policies in light of business strategy, capital
strength and overall risk tolerance. Periodically evaluate the Company investments
including the procedures for investment and trading and safeguards to ensure compliance
with procedures.
    
    Meet separately, periodically, with the Chief Financial Officer, the senior internal
auditing executive and the independent auditors. The Committee may request any member of
management to attend a meeting of the Committee.
    
    Perform any other activities consistent with this Charter, the Companys by-laws and
governing law as the Committee or the Board deems necessary or appropriate.
    
    Retain and compensate such outside legal, accounting, and other advisers, as it
considers necessary in discharging its oversight role.