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AUDIT AND RISK COMMITTEE CHARTER

| | 1. | Purpose: Responsibilities and
  Authority
| | -- | -----------------------------------------

The Audit and Risk Committee (the Audit Committee or
Committee) shall carry out its responsibilities under applicable laws,
regulations and stock exchange requirements with respect to the employment,
compensation and oversight of the Companys independent auditor, and other
matters under the authority of the Committee. The Committee also shall assist
the Board of Directors in carrying out its oversight responsibilities relating
to the Companys financial, accounting and reporting processes, the Companys
system of internal accounting and financial controls, the Companys compliance
with related legal and regulatory requirements, and the fairness of transactions
between the Company and related parties. In furtherance of this purpose, the
Committee shall have the following responsibilities and authority:

| | (a) | Relationship with Independent
    Auditor.
| | --- | ------------------------------------------

(i) Subject to the law of British
Columbia as to the role of the Shareholders in the appointment of independent
auditors, the Committee shall have the sole authority to appoint or replace the
independent auditor.

(ii) The Committee shall be directly
responsible for the compensation and oversight of the work of the independent
auditor (including resolution of disagreements between management and the
independent auditor regarding financial reporting) for the purpose of preparing
or issuing an audit report or related work.

(iii) The independent auditor shall
report directly to the Committee.

(iv) The Committee shall approve in
advance all audit and permitted non-audit services with the independent auditor,
including the terms of the engagements and the fees payable; provided that the
Committee Chairman may approve services to be performed by the independent
auditor between Committee meetings if the amount of the fee does not exceed
$50,000, provided that any such approval shall be reported to the Committee at
the next meeting thereof. The Committee may delegate to a subcommittee the
authority to grant pre-approvals of audit and permitted non-audit services,
provided that the decision of any such subcommittee shall be presented to the
full Committee at its next scheduled meeting.

(v) At least annually, the Committee
shall review and evaluate the experience and qualifications of the lead partner
and senior members of the independent auditor team.

(vi) At least annually, the Committee
shall obtain and review a report from the independent auditor regarding:

(1) the independent auditors internal
quality-control procedures;

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(2) any material issues raised by the
most recent internal quality-control review, or peer review, of the auditor, 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;

(3) any steps taken to deal with any
such issues; and

(4) all relationships between the
independent auditor and the Company.

(vii) At least annually, the Committee
shall 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.

(viii) The Committee shall ensure the
rotation of the lead (or coordinating) audit partner having primary
responsibility for the audit, the concurring partner responsible for reviewing
the audit, and other audit partners as required by law.

(ix) The Committee shall 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.

(x) The Committee shall recommend to
the Board policies for the Companys hiring of employees or former employees of
the independent auditor who were engaged on the Companys account or
participated in any capacity in the audit of the Company.

(xi) The Committee shall oversee the
implementation by management of appropriate information technology systems for
the Company, including as required for proper financial reporting and
compliance.

| | (b) | Financial Statement and Disclosure
      Review.
| | --- | ------------------------------------------------

(i) The Committee shall review and
discuss with management and the independent auditor the annual audited financial
statements, including disclosures made in managements discussion and analysis,
and recommend to the Board whether the audited financial statements should be
filed with applicable securities regulatory authorities and included in the
Companys annual reports.

(ii) The Committee shall review and
discuss with management (and, to the extent the Committee deems it necessary or
appropriate, the independent auditor) the Companys quarterly financial
statements, including disclosures made in managements discussion and analysis,
and recommend to the Board whether such financial statements should be filed
with applicable securities regulatory authorities.

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(iii) The Committee shall review and
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 the independent auditors assessment
of the quality of the Companys accounting principles, 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 over financial
reporting, and any special steps adopted in light of material control
deficiencies.

(iv) At least annually and prior to
the publication of annual audited financial statements, the Committee shall
review and discuss with management and the independent auditor a report from the
independent auditor on:

(1) all critical accounting policies
and practices used by the Company;

(2) all alternative accounting
treatments of financial information that have been discussed with management
since the prior report, ramifications of the use of such alternative disclosures
and treatments, the treatment preferred by the independent auditor, and an
explanation of why the independent auditors preferred method was not adopted;
and.

(3) other material written
communications between the independent auditor and management since the prior
report, such as any management letter or schedule of unadjusted differences, the
development, selection and disclosure of critical accounting estimates, and
analyses of the effect of alternative assumptions, estimates or GAAP methods on
the Companys financial statements.

(v) Prior to their filing or issuance,
the Committee shall review the Companys Annual Information Form, quarterly and
annual earnings press releases, and other financial press releases, including
the use of pro forma or adjusted non-GAAP information.

(vi) The Committee shall review and
discuss with management the financial information and earnings guidance provided
to analysts and rating agencies. Such discussion may be specific or it may be in
general regarding the types of information to be disclosed and the types of
presentations to be made.

| | (c) | Conduct of the Annual
  Audit
| | --- | -----------------------------

The Committee shall oversee the annual
audit, and in the course of such oversight the Committee shall have the
following responsibilities and authority:

(i) The Committee shall meet with the
independent auditor prior to the audit to discuss the planning and conduct of
the annual audit, and shall meet with the independent auditor as may be
necessary or appropriate in connection with the audit.

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(ii) The Committee shall ascertain
that the independent auditor is registered and in good standing with the
Canadian Public Accounting Board and that the independent auditor satisfies all
applicable independence standards. The Committee shall obtain from the auditor a
written statement delineating all relationships between the auditor and the
Company as per applicable independence standards, and review relationships that
may impact the objectivity and independence of the auditor.

(iii) The Committee shall 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

(1) the adoption of, or changes to,
the Companys significant auditing and accounting principles and practices as
suggested by the independent auditor, internal auditors or management;

(2) the management letter provided by
the independent auditor and the Companys response to that letter; and

(3) any difficulties encountered in
the course of the audit work, including any restrictions on the scope of
activities or access to requested information, and any significant disagreements
with management.

(iv) The Committee shall make such
inquiries to the management and the independent auditor as the Committee members
deem necessary or appropriate to satisfy themselves regarding the efficacy of
the Companys financial and internal controls and procedures and the auditing
process.

| | (d) | Compliance and
Oversight.
| | --- | -------------------------

(i) The Committee shall meet
periodically with management and the independent auditor in separate executive
sessions. The Committee may also, to the extent it deems necessary or
appropriate, meet with the Companys investment bankers and financial analysts
who follow the Company.

(ii) The Committee shall 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.

(iii) The Committee shall 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, and regularly review the top risks
identified by management and the policies and practices adopted by the Company
to mitigate those risks.

(iv) At least annually and prior to
the filing of the AIF, the Committee shall review with management and the
independent auditor the disclosure controls and procedures and confirm that the
Company (with CEO and CFO participation) has evaluated the effectiveness of the
design and operation of the controls within 90 days prior to the date of filing
of the AIF. The Committee also shall review with management and the independent
auditor any deficiencies in the design and operation of internal controls and
significant deficiencies or material weaknesses therein and any fraud involving
management or other employees who have a significant role in the Companys
internal controls. As a part of that review, the Committee shall review the
process followed in preparing and verifying the accuracy of the required CEO and
CFO annual certifications.

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(v) At least annually and prior to the
filing of the AIF, the Committee shall review with management and the
independent auditor managements internal control report and assessment of the
internal controls and procedures, and the independent auditors report on and
assessment of the internal controls and procedures.

(vi) The Committee shall 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.

(vii) The Committee shall discuss with
management and the independent auditor any correspondence with regulators or
governmental agencies and any employee complaints or reports which raise
material issues regarding the Companys financial statements or accounting
policies.

(viii) At least annually, the
Committee shall meet with the Companys legal counsel and discuss any legal
matters that may have a material impact on the financial statements or the
Companys compliance policies.

(ix) The Committee shall oversee the
preparation of reports relating to the Audit Committee as required under
applicable laws, regulations and stock exchange requirements.

(x) The Committee shall exercise
oversight with respect to anti-fraud programs and controls.

| | (e) | Related Party
  Transactions.
| | --- | -----------------------------

(i) The Committee shall review for
fairness to the Company proposed transactions, contracts and other arrangements
between the Company and its subsidiaries and any related party or affiliate, and
make recommendations to the Board whether any such transactions, contracts and
other arrangements should be approved or continued. The foregoing shall not
include any compensation payable pursuant to any plan, program, contract or
arrangement subject to the authority of the Companys Compensation Committee.

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(ii) As used herein the term related
party means any officer or director of the Company or any subsidiary, or any
shareholder holding a greater than 10% direct or indirect financial or voting
interest in the Company, and the term affiliate means any person, whether
acting alone or in concert with others, that has the power to exercise a
controlling influence over the Company and its subsidiaries. "Related party"
includes Hunter Dickinson Services Inc.

| | 2. | Structure and Membership
| | -- | ------------------------

(a) Number and qualification.
The Committee shall consist of three persons unless the Board should from time
to time otherwise determine. All members of the Committee shall meet the
experience and financial literacy requirements of National Instrument NI 52-110
and the rules of the Toronto Stock Exchange.

(b) Selection and Removal.
Members of the Committee shall be appointed by the Board, upon the
recommendation of the Nominating and Corporate Governance Committee. The Board
may remove members of the Committee at any time with or without cause.

(c) Independence. All of the
members of the Committee shall be independent as required for audit committees
by National Instrument NI 52-110, and the rules of the Toronto Stock Exchange.

(d) Chair. Unless the Board
elects a Chair of the Committee, the Committee shall elect a Chair by majority
vote.

(e) Compensation. The
compensation of the Committee shall be as determined by the Board.

(f) Term. Members of the
Committee shall be appointed for one-year terms. Each member shall serve until
his or her replacement is appointed, or until he or she resigns or is removed
from the Board or the Committee.

| | 3. | Procedures and
Administration
| | -- | -----------------------------

(a) Meetings. The Committee
shall meet as often as it deems necessary in order to perform its
responsibilities, but not less than quarterly. The Committee shall keep minutes
of its meetings and any other records as it deems appropriate.

(b) Subcommittees. The
Committee may form and delegate authority to one or more subcommittees,
consisting of at least one member, as it deems appropriate from time to time
under the circumstances.

(c) Reports to the Board. The
Committee shall regularly report to the Board with respect to such matters as
are relevant to the Committees discharge of its responsibilities, and shall
report in writing on request of the Chairman of the Board.

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(d) Charter. The Committee
shall, at least annually, review and reassess the adequacy of this Charter and
recommend any proposed changes to the Board for approval.

(e) Independent Advisors. The
Committee shall have the authority to engage such independent legal and other
advisors as it deems necessary or appropriate to carry out its responsibilities.
Such independent advisors may be regular advisors to the Company. The Committee
is empowered, without further action by the Board, to cause the Company to pay
appropriate compensation to advisors engaged by the Committee.

(f) Investigations. The
Committee shall have the authority to conduct or authorize investigations into
any matters within the scope of its responsibilities as it deems appropriate,
including the authority to request any Officer or other person to meet with the
Committee and to access all Company records.

(g) Annual Self-Evaluation. The
Committee shall evaluate its own performance at least annually.

| | 4. | Additional Powers
| | -- | -----------------

The Committee shall have such other duties as may be delegated
from time to time by the Board of Directors.

| | 5. | Limitation of Committees
Role
| | -- | ------------------------------

While the Committee has the responsibilities and powers set
forth in this Charter, it is not the duty of the Committee to plan or conduct
audits or to determine that the Companys financial statements and disclosures
are complete and accurate and are in accordance with GAAP and applicable rules
and regulations. These are the responsibilities of management and the
independent auditor.

| | 6. | Committee Member Independence and Financial Literacy
      Requirements
| | -- | -----------------------------------------------------------------------

| | A. | Independence      
| | -- | ------------------
| |    |                   
| |    | (a)               
| |    |                   
| | B. | Financial Literacy

NI 52-110

Section 3.1(4) states that each audit committee member must be
financially literate.

Section 1.6 defines the meaning of financial literacy as
follows:

For the purposes of this Instrument, an individual is
financially literate if he or she has the ability to read and understand a set
of financial statements that present a breadth and level of
complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the issuers financial statements

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