AUDIT
      COMMITTEE CHARTER




Purpose













Composition
      and Term of Office


























Committee
      Authority and Responsibilities









de minimus














Financial Statement and Disclosure
      Matters




1. Review and discuss with management
      and the independent auditor the
      annual audited financial statements for the year, including proposed footnotes,
      and disclosures made in management’s discussion and analysis, and recommend to
      the Board of Directors whether the audited financial statements should be
      included in the Company’s Form 10-K. Review and discuss with management and the
      independent auditor reports to be included in the Company’s proxy
      statement.


2. Review and discuss with management
      and the independent auditor the
      Company’s quarterly financial statements prior to the filing of its Form 10-Q,
      including the results of the independent auditor’s review of the quarterly
      financial statements.


3. Discuss with management and the
      independent auditor significant
      financial reporting issues and judgments made in connection with the preparation
      of the Company’s financial statements, including any significant changes in the
      Company’s selection or application of accounting principles, any major issues as
      to the adequacy of the Company’s internal controls and any special steps adopted
      in light of material control deficiencies.







4. Review and discuss quarterly reports
      from the independent auditors
      on:


(a) All critical accounting policies
      and practices to be
      used.


(b) All alternative treatments of financial
      information within
      generally accepted accounting principles that have been discussed with
      management, ramifications of the use of such alternative disclosures and
      treatments, and the treatment preferred by the independent auditor.


(c) Other material written communications
      between the independent
      auditor and management, such as any management letter or schedule of unadjusted
      differences.


5. Discuss with management the Company’s earnings press releases,
      including the use of “pro forma” or “adjusted” non-GAAP information, as well as
      financial information and earnings guidance provided to analysts and rating
      agencies.  Such discussion may be done generally (consisting of discussing
      the types of information to be disclosed and the types of presentations to
      be
      made).


6. Discuss with management and the
      independent auditor the effect of
      regulatory and accounting initiatives as well as off-balance sheet structures
      on
      the Company’s financial statements.


7. Discuss with management the Company’s major financial risk
      exposures and the steps management has taken to monitor and control such
      exposures, including the Company’s risk assessment and risk management
      policies.


8. Review and report to the board of
      directors any changes in
      accounting policies and accounting and reporting proposals made by the
      independent auditors.


9. Discuss with the independent auditor
      the matters required to be
      discussed by Statement on Auditing Standards No. 61 relating to the conduct
      of
      the audit, including any difficulties encountered in the course of the audit
      work, any restrictions on the scope of activities or access to requested
      information, and any significant disagreements with management.


10. Review disclosures made to the Audit
      Committee by the Company’s CEO
      and CFO during their certification process for the Form 10-K and Form 10-Q
      about
      any significant deficiencies in the design or operation of internal controls
      or
      material weaknesses therein and any fraud involving management or other
      employees who have a significant role in the Company’s internal
      controls.


Oversight of the Company’s Relationship
      with the Independent Auditor




11. Review and evaluate the lead partner
      of the independent auditor
      team.


12. Obtain and review a report from
      the independent auditor at least
      annually regarding (a) the independent auditor’s internal quality-control
      procedures, (b) any material issues raised by the most recent internal
      quality-control review, or peer review, of the firm, or by any inquiry or
      investigation by governmental or professional authorities within the preceding
      five years respecting one or more independent audits carried out by the firm,
      (c) any steps taken to deal with any such issues, and (d) all relationships
      between the independent auditor and the Company.  Evaluate the
      qualifications, performance and independence of the independent auditor,
      including considering whether the auditor’s quality controls are adequate and
      the provision of permitted non-audit services is compatible with maintaining
      the
      auditor’s independence, and taking into account the opinions of management and
      internal auditors.  The Audit Committee shall present its conclusions with
      respect to the independent auditor to the Board of Directors.





13. Ensure the rotation of the lead
      (or coordinating) audit partner
      having primary responsibility for the audit and the audit partner responsible
      for reviewing the audit as required by law.  Consider whether, in order to
      assure continuing auditor independence, it is appropriate to adopt a policy
      of
      rotating the independent auditing firm on a regular basis.


14. Recommend to the Board of Directors
      policies for the Company’s
      hiring of employees or former employees of the independent auditor who
      participated in any capacity in the audit of the Company.


15. Discuss with the national office
      of the independent auditor issues
      on which they were consulted by the Company’s audit team and matters of audit
      quality and consistency.


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


Oversight of the Company’s Internal Audit
      Function




17. Review the appointment and replacement
      of the senior internal
      auditing executive.


18. Review the significant reports to
      management prepared by the
      internal auditing department and management’s responses.


19. Discuss with the independent auditor
      and management the internal
      audit department responsibilities and processes, budget and staffing and any
      recommended changes in the planned scope of the internal audit.


Compliance Oversight
      Responsibilities




20. Obtain from the independent auditor
      assurance that Section 10A(b)
      of the Exchange Act of 1934 has not been implicated.


21. Obtain reports from management,
      the Company’s senior internal
      auditing executive and the independent auditor that the Company and its
      subsidiary/foreign affiliated entities are in conformity with applicable legal
      requirements and the Company’s Code of Business Conduct and Ethics.  Review
      reports and disclosures of insider and affiliated party transactions. 
Advise the Board of Directors with respect to the Company’s policies and
      procedures regarding compliance with applicable laws and regulations and with
      the Company’s Code of Business Conduct and Ethics.


22. Establish and review the adequacy
      of 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, assess and report to
      the Board of the Directors any such complaints.


23. Discuss with management and the
      independent auditor any
      correspondence with regulators or governmental agencies or independent auditors,
      and any published reports which raise material issues regarding the Company’s
      financial statements or accounting policies.


24. Discuss with the Company’s legal advisors legal matters that
      may
      have a material impact on the financial statements or the Company’s compliance
      policies.







Limitations








Amendment








Disclosure
      of Charter