(Revised as of March 31, 2004)


The Audit Committee (the "Committee") of the Board of Directors (the "Board") of, Inc. (the "Company") shall be comprised of at least three directors, each of whom shall meet the independence and financial literacy requirements specified in the rules of the Nasdaq Stock Market, Inc. ("Nasdaq") and under applicable federal law. At least one member of the Committee must be financially sophisticated as required by the SEC and Nasdaq rules. Members of the Committee shall be appointed by the Board and the Board may remove any member from the Committee, with or without cause.


The primary function of the Committee is to assist the Board in fulfilling its oversight responsibilities with respect to the Company's accounting and financial reporting processes, internal control over financial reporting and the audits of the Company's financial statements. The Committee shall also assist the Board in monitoring the independence, performance and qualifications of the Company's independent auditors. While the Committee has the duties, responsibilities and powers set forth in this Charter, it is not the duty or responsibility of the Committee to plan or conduct audits or to determine whether the Company's financial statements are complete and accurate and are in accordance with generally accepted accounting principles.


The Committee shall meet in person or telephonically at least quarterly or as more often as it deems necessary or appropriate. The quarterly meetings shall include separate executive sessions without management present. The Committee shall report its activities to the Board on a regular basis and shall make recommendations to the Board as it deems appropriate.

Duties and Responsibilities

The Committee shall have the following duties and responsibilities and such additional duties and responsibilities as may be delegated from time to time by the Board.