EXHIBIT 4.74

                             AUDIT COMMITTEE CHARTER
                            (Adopted April 21, 2005)

A.       Mandate

The Board of  Directors  of the  Corporation  has an overall  responsibility  to
oversee the affairs of the  Company  for the  benefit of the  shareholders.  The
Audit  Committee is appointed by the Board to assist the Board in fulfilling its
oversight responsibilities. The Audit Committee has been established (within the
meaning of section  3(a)(58)(A)  of the Exchange Act) with the following  duties
and responsibilities:

         Ensure the  effectiveness  of the overall  process of  identifying  and
         addressing  principal  business  risk and the  adequacy  of the related
         disclosure

         Monitor the integrity of the Company's  financial reporting process and
         systems of internal controls  regarding  finance,  accounting and legal
         compliance

         Monitor the independence  and performance of the Company's  independent
         auditors  Provide  an avenue of  communications  among the  independent
         auditors, management and the Board of Directors Encourage adherence to,
         and continuous  improvement of, the Company's policies,  procedures and
         practices at all levels

The Audit Committee has the authority to conduct any  investigation  appropriate
to fulfilling its responsibilities,  and it has direct access to the independent
auditors  as well as anyone in the  organization.  The Audit  Committee  has the
ability to retain, at the Company's expense,  special legal, accounting or other
consultants or experts it deems necessary in the performance of its duties.

B.       Composition and Meetings

Audit Committee members shall meet the requirements of the TSX and US Securities
and Exchange Commission. The Audit Committee will have, at least, one member who
meets the  definition of "audit  committee  financial  expert" (as defined under
Section 407 of the  Sarbanes-Oxley  Act of 2002) and that he is independent  (in
accordance  with the criteria set forth in the American Stock  Exchange  Company
Guide).  The Audit  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 have a basic
understanding  of  finance  and  accounting  and be able to read and  understand
fundamental financial statements, and at least one member of the Committee shall
have accounting or related financial expertise.



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Audit Committee members shall be appointed by the Board. If the Audit Committee
Chair is not designated or present, the members of the Committee may designate a
Chair by majority vote of the Committee membership.

The Committee  shall meet at least four times  annually,  or more  frequently as
circumstances dictate. The Audit Committee Chair shall prepare and/or approve an
agenda in advance of each meeting. The Committee should meet, at least annually,
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.
In  addition,  on  a  quarterly  basis,  the  Committee  or  its  Chair,  should
communicate  with  management  the  Company's   financial   statements  and  any
significant findings based upon the Auditors limited review procedures, if any.

C.       Responsibilities and Duties

Review Procedures

         1.       Review the Company's annual audited  financial  statements and
                  management   discussion   and  analysis  prior  to  filing  or
                  distribution. Review should include discussion with management
                  and  independent  auditors  of  significant  issues  regarding
                  accounting principles, practices and judgments.

         2.       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.

         3.       In  consultation   with   management,   review  the  Company's
                  quarterly  financial  results and  management  discussion  and
                  analysis  prior  to  the  release  of  earnings.  Discuss  any
                  significant changes to the Company's accounting principles and
                  any  items  required  to be  communicated  by the  independent
                  auditors.

Independent Auditors

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



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         5.       Approve the fees and other significant compensation to be paid
                  to the  independent  auditors,  and  pre-approve any non-audit
                  services that the auditor may provide.

         6.       On an annual basis,  the  Committee  should review and discuss
                  with the independent  auditors all  significant  relationships
                  they have with the Company or any member of  management,  that
                  could impair the auditor's independence.

         7.       Review the  independent  auditors  audit  plan and  engagement
                  letter.

         8.       Discuss  the  year  end  results  with  the  Committee  before
                  releasing.

         9.       The  Committee  shall  consider  the   independent   auditors'
                  judgments  about  the  quality  and   appropriateness  of  the
                  Company's  accounting  principles  as applied in its financial
                  reporting.

Responsibilities

         10.      At  least  on an  annual  basis,  review  with  the  Company's
                  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.

         11.      The Chairman,  with the  assistance  of the entire  Committee,
                  shall annually produce a report to shareholders to be included
                  in the Company's  information  circulars.  The Chairman of the
                  Audit  Committee  will review all  disclosure  documents to be
                  issued by the Company relating to financial matters, including
                  news releases, any financial documents submitted to the TSX in
                  Canada or the Securities and Exchange Commission in the United
                  States and information circulars.

         12.      Oversee the establishment and  implementation of the Company's
                  Code of Business Conduct and Ethics and Whistle-Blower  Policy
                  and Procedures.


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