2003 Audit Charter: DKHR

AUDIT COMMITTEE CHARTER AS AMENDED AND RESTATED MAY 14, 2003

PURPOSE

The primary purpose of the Audit Committee (the "Committee") is to assist
the Board of Directors (the "Board") in fulfilling its responsibility to oversee
management's conduct of the Company's financial reporting process. Specifically,
the Committee has the responsibility to:

- Oversee the quality and integrity of the financial statements and other
financial information the Company provides to any governmental body, the
public or other users thereof;

- Oversee the Company's systems of internal accounting and financial
controls that the Board has established;

- Oversee the annual independent audit of the Company's financial
statements;

- Oversee the independent auditor's qualifications and independence;

- Oversee the work of the independent auditors (including resolution of
disagreements between management and the independent auditors regarding
financial reporting) for the purpose of preparing or issuing an audit
report or related work;

- Establish procedures for the receipt, retention and treatment of
complaints regarding accounting, internal controls, and other auditing
matters and for the confidential, anonymous submission by Company
employees of concerns regarding questionable accounting or auditing
matters;

- Maintain a free and open means of communication with the Board, the
independent auditors, the internal auditors and management; and

- Perform such other duties as are directed by the Board.

In discharging its oversight role, the Committee is empowered to
investigate any matter brought to its attention with full access to all books,
records, facilities and personnel of the Company and the power to retain outside
counsel, auditors or other advisors for this purpose, which may be the same as
or different from the Company's primary legal counsel or advisors. The Company
shall provide for appropriate funding , as determined by the Committee in its
capacity as a Committee of the Board, for payment of compensation to the
independent auditors and to any advisors employed by the Committee under this
paragraph.

The Committee shall review the adequacy of this Charter on an annual basis.

MEMBERSHIP

The Committee shall be comprised of not less than three members of the
Board, none of whom shall be an affiliate of the Company or any subsidiary
thereof or shall accept any consulting, advisory or other compensatory fee from
the Company other than fees paid for service as a director. In addition, the
Committee's composition will meet the requirements of the rules and regulations
of the Nasdaq National Market ("Nasdaq").

Each member of the Committee will be a director:

1. Who is "independent" as defined from time to time by the rules and
regulations of Nasdaq and by applicable rules and regulations of the
Securities and Exchange Commission ("SEC");

2. Who has no relationship to the Company that may interfere with the
exercise of his or her independence from management and the Company; and

3. Who is able to read and understand fundamental financial statements ,
including the Company's balance sheet, income statement and cash flow
statement at the time of his or her appointment.

In addition, the Board shall appoint at least one member of the Committee
who is an "audit committee financial expert" as defined from time to time under
the applicable rules and regulations of Nasdaq and by applicable SEC rules and
regulations.

ACCOUNTABILITY OF THE INDEPENDENT AUDITORS

The independent auditors are accountable and report directly to the
Committee. The Committee shall have the sole authority and responsibility with
respect to the selection, engagement, compensation, oversight, evaluation, and
if appropriate, dismissal of the Company's independent auditors. Annually, the
Committee shall select and engage the Company's independent auditors retained to
audit the financial statements of the Company. The Committee, or a member
thereof, must pre-approve any audit or non-audit service provided to the Company
by the independent auditors, including the plan and scope of any such service
and related fees.

KEY RESPONSIBILITIES

The Committee's job is one of oversight and it recognizes that the
Company's management is responsible for preparing the Company's financial
statements and that the independent auditors are responsible for auditing those
financial statements. Additionally, the Committee recognizes that financial
management (including the internal audit staff), as well as the independent
auditors, have more time, knowledge and more detailed information on the Company
than do Committee members; consequently, in carrying out its oversight
responsibilities, the Committee is not providing any expert or special assurance
as to the Company's financial statements or any professional certification as to
the independent auditor's work.

The following functions shall be the common recurring activities of the
Committee in carrying out its oversight function. These functions are set forth
as a guide with the understanding that the Committee may diverge from this guide
as appropriate given the circumstances.

FINANCIAL REPORTING

- The Committee shall review with management and the independent auditors
the audited financial statements to be included in the Company's Annual
Report on Form 10-K (or the Annual Report to Shareholders if distributed
prior to the filing of Form 10-K) and review and consider with the
independent auditors the matters required to be discussed by Statement of
Auditing Standards ("SAS") No. 61.

- Upon completion of any annual audit, the Committee shall meet separately
with the independent auditors and management, and separately with the
independent auditors, and review the Company's financial statements and
related notes, the results of their audit, any report or opinion rendered
in connection therewith, any significant difficulties encountered during
the course of the audit, including any restrictions on the scope of work
or access to required information, any significant disagreements with
management concerning accounting or disclosure matters, any significant
adjustment proposed by the independent auditors and the adequacy and
integrity of the Company's internal accounting controls and the extent to
which major recommendations made by the independent auditors have been
implemented or resolved.

- The Committee shall review and, as appropriate, discuss with management
and the independent auditors the Company's earnings releases, including
the use of "pro forma" or "adjusted" non-GAAP information, as well as
financial information and earnings guidance, if any, provided to
analysts.

- The Committee shall review with the independent auditors and management
the Company's "Critical Accounting Policies," as defined by the SEC,
including an assessment regarding the adequacy of the Company's
disclosures.

- As a whole, or through the Committee chair, the Committee shall review
with the independent auditors the Company's interim financial results to
be included in the Company's quarterly reports to be filed with SEC and
the matters required to be discussed by SAS No. 61; this review will
occur prior to the Company's filing of the Form 10-Q.

- The Committee shall have the responsibility for the resolution of any
disagreements between the independent auditors and management regarding
the Company's accounting or financial reporting practices.

INTERNAL CONTROL

- The Committee shall review and discuss with management and the
independent auditors the quality and adequacy of the Company's internal
controls, including compliance with respect to maintaining books, records
and accounts and a system of internal accounting controls in accordance
with Section 13(b)(2) of the Securities Exchange Act of 1934.

- The Committee shall review any disclosures provided by the Chief
Executive Officer and the Chief Financial Officer to the Committee
regarding significant deficiencies in the design or operation of internal
controls which could adversely affect the Company's ability to record,
process, summarize, and report financial data.

INDEPENDENT AUDITORS

- The Committee shall:

- request from the independent auditors annually, a formal written
statement delineating all relationships between the auditor and the
Company consistent with Independence Standards Board Standard Number 1;

- discuss with the independent auditors any such disclosed relationships
and their impact on the independent auditor's independence; and

- recommend that the Board take appropriate action to satisfy itself of
the independence of the independent auditor.

- The Committee shall ensure the rotation of the lead audit partner having
responsibility for the audit and the concurring review partner
responsible for reviewing the audit in accordance with applicable Nasdaq
rules and regulations and applicable laws, rules and regulations.

- The Committee shall review the performance, experience and qualifications
of the independent auditors and shall have the ultimate authority and
responsibility to select (or nominate for shareholder approval) and,
where appropriate, replace the independent auditor.

GENERAL

- The Committee shall establish, when required by applicable laws and/or
the rules and regulations of Nasdaq, and review and modify as
appropriate, procedures for the receipt, retention and treatment of
complaints regarding accounting, internal controls, and other auditing
matters and for the confidential, anonymous submission by Company
employees of concerns regarding questionable accounting or auditing
matters.

- The Committee shall review and approve all related-party transactions.