2003 Audit Charter: BMET

(ADOPTED JUNE 27, 2003)


The Audit Committee (the "Committee") will assist the Board of Directors in
fulfilling its oversight responsibilities. The Audit Committee will review the
financial reporting process, the systems of internal controls, the audit
process, and the Company's process for monitoring compliance with laws and
regulations and with the code of conduct. In performing its duties, the
Committee will maintain effective working relationships with the Board of
Directors, management, and the internal and external auditors. To effectively
perform his or her role, each Committee member will obtain an understanding of
the detailed responsibilities of Committee membership as well as the Company's
business, operations and risks.


o Audit Committee members shall meet the requirements established and updated
by the NASDAQ Exchange.

o 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, in accordance with the rules and regulations of the Securities
and Exchange Commission and the NASDAQ listing standards, free from any
relationship that would interfere with the exercise of his or her
independent judgment.

o All members of the Committee shall have a basic understanding of finance
and accounting and be able to read and understand fundamental financial

o Audit Committee members shall be appointed by the Board on recommendation
of the Nominating Committee.

o If an Audit Committee chair is not designated or present, the members of
the Committee may designate a Chair by majority vote of the Committee

o The Committee shall convene 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 privately in executive session at least annually with
management, the director of the internal auditing department, the external
auditors, and as a committee to discuss any matters that the Committee or
each of these groups believe should be discussed. In addition, the
Committee, or at least its Chair, should communicate with management and
the external auditors quarterly to review the Company's financial
statements and significant findings based upon the auditors' limited review


Internal Control

o Evaluate whether management is setting the appropriate tone at the top by
communicating the importance of internal control and ensuring that all
individuals possess an understanding of their roles and responsibilities.

o Focus on the extent to which internal and external auditors review computer
systems and applications, the security of such systems and applications,
and the contingency plan for processing financial information in the event
of a system breakdown;

o Gain an understanding of whether internal control recommendations made by
internal and external auditors have been implemented by management; and

o Ensure that the external and internal auditors keep the Audit Committee
informed about fraud, illegal acts, deficiencies in internal control, and
certain other matters.



o Review significant accounting and reporting issues, including recent
professional and regulatory pronouncements, and understand their impact on
the financial statements; and

o Ask management and the internal and external auditors about significant
risks and exposures and the plans to minimize such risks.

o Establish and maintain procedures for the confidential and anonymous
receipt, retention and treatment of complaints regarding the Company's
accounting, internal controls or auditing matters and establish clear
hiring policies for employees or former employees of the Company's outside

o Obtain the advice and assistance, as appropriate, of independent counsel
and other advisors as necessary to fulfill the responsibilities of the
Audit Committee.

o Report regularly to the Board of Directors as to the Audit Committee's
accomplishments of its purposes and responsibilities.

o Conduct an annual performance evaluation of the Audit Committee.


o Review the annual financial statements and determine whether they are
complete and consistent with the information known to committee members and
assess whether the financial statements reflect appropriate accounting

o Pay particular attention to complex and/or unusual transactions such as
restructuring charges and derivative disclosures;

o Focus on judgmental areas such as those involving valuation of assets and
liabilities, including, for example, the accounting for and disclosure of
obsolete or slow-moving inventory; loan losses; warranty, product and
environmental liability; litigation reserves; and other commitments and

o Meet with management and the external auditors to review the financial
statements and the results of the audit;

o Consider management's handling of proposed audit adjustments identified by
the external auditors;

o Review the MD&A and other sections of the Annual Report before its release
and consider whether the information is adequate and consistent with
members' knowledge about the Company and its operations; and

o Ensure that the external auditors communicate certain required matters to
the committee.


o Review earnings press releases, as well as financial information and
earnings guidance provided to analysts and rating agencies and discuss
Company policies with respect to risk assessment and risk management.

o Be briefed on how management develops and summarizes quarterly financial
information, the extent of internal audit involvement and the extent to
which the external auditors review quarterly financial information;

o Meet with management and with the external auditors, either telephonically
or in person, to review the interim financial statements and the results of
the review. (This may be done by the Committee chairperson or the entire

o To gain insight into the fairness of the interim statements and
disclosures, including the Company's disclosures under "Management's
Discussion and Analysis of Financial Conditions and Results of Operations,"
obtain explanations from management and from the internal and external
auditors on whether:

o Actual financial results for the quarter or interim period varied
significantly from budgeted or projected results;

o Changes in financial ratios and relationships in the interim
financial statements are consistent with changes in the company's
operations and financing practices;

o Generally accepted accounting principles have been consistently

o There are any actual or proposed changes in accounting or
financial reporting practices;

o There are any significant or unusual events or transactions;

o The Company's financial and operating controls are functioning

o The Company has complied with the terms of loan agreements or
security indentures; and

o The interim financial statements contain adequate and appropriate

o Ensure that the external auditors communicate certain required matters to
the committee.


o Review the effectiveness of the system for monitoring compliance with laws
and regulations and the results of management's investigation and follow-up
(including disciplinary action) on any fraudulent acts or accounting

o Periodically obtain updates from management, general counsel and tax
director regarding compliance;

o Be satisfied that all regulatory compliance matters have been considered in
the preparation of the financial statements; and

o Review the findings of any examinations by regulatory agencies such as the
Securities and Exchange Commission.


o Ensure that a code of conduct is formalized in writing and that all
employees are aware of it;

o Evaluate whether management is setting the appropriate tone at the top by
communicating the importance of the code of conduct and the guidelines for
acceptable business practices;

o Review the program for monitoring compliance with the code of conduct; and

o Periodically obtain updates from management and general counsel regarding


o Review, at least annually, the then-current and future programs of the
Company's Internal Audit Department, including the procedure for assuring
implementation of accepted recommendations made by the internal auditors;
and review any issues that arise regarding the performance of the Company's
internal audit function and the significant matters contained in these
Internal Audit Department reports;

o Review the qualifications of the internal audit function and concur in the
appointment, replacement, reassignment or dismissal of the director of
internal audit; and

o Review the effectiveness of the internal audit function.


o Appoint the public accounting firm for the purpose of preparing or issuing
an audit report or to perform related work and set their compensation.

o Preapprove all audit and permitted non-audit services to be performed by
the public accounting firm; or delegate the authority to preapprove such
services to one or more members of the Audit Committee, who shall report
any decision to preapprove any services to the full Audit Committee at its
regularly scheduled meetings.

o Report the preapproval of any permitted non-audit services to management
for disclosure in the Company's periodic reports.

o Review with members of the public accounting firm selected by the Audit
Committee as outside auditors for the Company the scope of the prospective
audit, the estimated fees therefor and such other matters pertaining to
such audit as the Audit Committee may deem appropriate.

o Receive and review:

(a) a report by the external auditor describing (i) the external
auditor's internal quality control procedures; (ii) 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, and any steps taken to deal with any such issues;
and (iii) in an effort to assess the auditors' independence, all
relationships between the auditors and the Company; and

(b) all other reports from the external auditors, including the
annual comments from the external auditors on accounting
procedures and systems of control;

o Review and consider whether the provision by the external auditors of any
permitted non-audit services is compatible with maintaining their
independence; review and approve the non-audit fees of the external
auditors; and review with them any questions, comments or suggestions they
may have relating to the internal controls, accounting practices or
procedures of the Company or its subsidiaries, and any audit problems or
difficulties and management's response.

o Receive from the external auditors the report required by Independence
Standards Board Standard No. 1 as in effect at that time and discuss it
with the external auditors.


o Review, with the company's counsel, any legal matters that could have a
significant impact on the company's financial statements;

o Review the policies and procedures in effect for considering officers'
expenses and perquisites;

o If necessary, institute special investigations and, if appropriate, hire
special counsel or experts to assist;

o Perform other oversight functions as requested by the full Board; and

o Review and update the charter; receive approval of changes from the Board.