The Audit Committee of the Board of Directors is responsible for overseeing (in accordance with all applicable regulatory requirements) the audits of the Company's financial statements and its accounting, financial reporting and internal controls processes. In such capacity, the Audit Committee shall perform a variety of tasks as described herein, including being directly responsible for the appointment, compensation, retention and oversight of the Company's independent auditors, reviewing the Company's accounting policies and reviewing the Company's unaudited quarterly earnings releases and periodic filings with the Securities and Exchange Commission ("SEC") that include financial statements, and reporting to the Board of Directors. The Committee shall also monitor (1) the integrity of the financial statements and financial reporting of the Company, (2) the Company's compliance with accounting, legal and regulatory requirements, (3) the independence and performance of the Company's external auditors including the annual audit of the Company's consolidated financial statements; and (4) the functioning and performance of the Company's internal controls and internal audit functions.


The membership of the Audit Committee shall consist of at least three members of the Board of Directors, who shall serve at the pleasure of the Board of Directors and be designated by the full Board of Directors, and who shall meet the following criteria:

     1. Each member of the Audit Committee must be an independent director within the meaning of the applicable rules of the NASDAQ or any other securities exchange on which the company's securities are traded, as well as applicable SEC rules.

     2. Each member of the Audit Committee must be able to read and understand fundamental financial statements, including the company's balance sheet, income statement, and cash flow statement.

     3. At least one member of the Audit Committee shall have past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or knowledge which results in the individual's financial sophistication, and accordingly shall be designated by the Board of Directors of the Company as the Committee's financial expert.


The Audit Committee, in addition to the primary responsibilities set forth under "Purpose" above shall:

     1. Make regular reports to the Board of Directors.

     2. Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board of Directors for approval.

     3. Review the annual audited financial statements with management and the Company's independent auditors, including major issues regarding accounting and auditing principles and practices, including accounting policies and the use of significant estimates, as well as the Company's system of internal controls.

     4. Determine whether to recommend to the Board of Directors that the annual audited financial statements be included in the Company's annual report on Form 10-K.

     5. Review with management and the Company's independent auditors any significant financial reporting issues raised by them in connection with the preparation of the Company's financial statements, and advise the Board of Directors with regard to any disagreements between management and the independent auditors regarding accounting or financial reporting matters.

     6. Review proposed major changes to the Company's auditing and accounting principles and practices that are brought to the attention of the Audit Committee by independent auditors, internal auditors or management.

     7. Recommend to the Board of Directors the adoption of a Code of Business Conduct, setting forth rules and standards for the conduct of the Company's business, including without limitation, internal control procedures, proper accounting and regulatory compliance procedures, conflict of interest, confidentiality and insider trading requirements and a mechanism and process for reporting, investigating and resolving complaints regarding Code violations, and monitor the Company's performance under such Code and suggest any applicable modifications to such Code.

     8. Confirm and assure the independence of the independent auditors by:

     a. Obtaining from the independent auditors a formal written statement delineating all relationships between the independent auditors and the Company, consistent with Independence Standards Board Standard 1.

     b. Actively engaging in a dialogue with the independent auditors with respect to any disclosed relationships or services that may impact the objectivity and independence of the independent auditors.

     c. Taking appropriate action to oversee the independence of the independent auditors.

     9. Review the performance of the independent auditors and, if so determined by the Audit Committee, replace the independent auditors.

     10. Review accounting and financial human resources and succession planning with the Company, and the appointment and replacement of the senior internal auditing executive, if any.

     11. Review any significant reports to the Committee prepared by the internal auditing department, if any, and management's responses.

     12. Meet with the independent auditors prior to the audit to review the planning and staffing of the audit.

     13. Discuss with the independent auditors the matters required to be discussed by Statements on Auditing Standards Nos. 61 and 90 relating to the conduct of the audit.

     14. Review with the independent auditors any letter of recommendations provided by the auditors and management's response to that letter, as well as any significant deficiencies or material weaknesses, if any, identified in the Company's internal control systems and monitor the Company's actions to address any such items.

     15. Prepare and/or review the report required by the rules of the Securities and Exchange Commission to be included in the Company's annual proxy statement.

     16. Review the Company's internal controls and policies and procedures regarding compliance with applicable laws and regulations (including reviewing policies and procedures regarding transactions in which directors or officers have an interest or regarding their use of corporate assets) and reviewing all related party transactions and similar matters to the extent required by NASDAQ listing standards to be reviewed by an audit or comparable Board committee. Monitor the Company's compliance with the Company's Code of Business Conduct and oversee the Company's investigation and response to complaints of Code violations (including reviewing Company procedures for the receipt and treatment of complaints regarding accounting or controls or other Code violation matters and the confidential anonymous submission by employees of concerns regarding such matters).

     17. Review with counsel legal matters that are brought to the Audit Committee's attention and that may have a material impact on the financial statements, the Company's compliance policies and material reports or inquiries received from regulatory bodies.

     18. Meet at least quarterly with the chief financial officer, the senior internal auditing executive, if any, and the independent auditor in separate executive sessions.

     19. Review the Company's internal control and internal audit plan and monitor the Company's internal control over financial reporting process. Review the Internal auditor's annual audit plan and monitor the results of that internal audit process.

     20. Pre-approve (i) the provision of services to be performed by the independent auditor and (ii) all fees and terms for the audit engagement and any audit-related tax or (to the extent permitted by applicable law) other services to be performed by the independent auditor.


The Audit Committee shall have the power to appoint, compensate and replace the Company's independent auditors, to approve audits, accounting policies, financial disclosures and SEC filings, to adopt and modify a Company Code of Business Conduct and other internal control and compliance policies, and to conduct or authorize investigations into any matters within the committee's scope of responsibilities. The Audit Committee shall be empowered to retain independent counsel, accountants, or other advisors to assist it in the performance of its duties. The Audit Committee may ask members of management or others to attend its meetings and provide pertinent information as necessary.

Relationship with Auditors and Board of Directors

The Company's independent auditors are ultimately accountable to the Board of Directors of the Company and to the Audit Committee, as representatives of the stockholders of the Company. The Audit Committee has the authority and responsibility to select, evaluate, and, where appropriate, replace the independent auditors. While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company's financial statements are complete and accurate and are in accordance with generally accepted accounting principles. This is the responsibility of management and independent auditors. Nor is it the duty of the Audit Committee to conduct investigations or to assure compliance with laws and regulations and the Company's code of conduct.

Amended: February 14, 2006