Preview | Audit Committee Charter |

The Committee shall consist of three or more directors as may be fixed from time to time by the Board of Directors, each of whom, in the judgment of the Board, shall be independent in accordance with NASDAQ listing standards and applicable regulations of the Securities and Exchange Commission (?SEC?). Each member shall, in the judgment of the Board, have the ability to read and understand the Corporation?s basic financial statements. At least one member of the Committee shall, in the judgment of the Board, be an ?audit committee financial expert? in accordance with the rules and regulations of the SEC, and at least one member (who may also serve as the audit committee financial expert) shall, in the judgment of the Board, have accounting or related financial management expertise in accordance with NASDAQ listing standards. Members of the Committee may not have participated in the preparation of the Corporation?s financial statements.

The primary responsibility of the Committee is to oversee the Corporation?s accounting and consolidated financial reporting process on behalf of the Board and report the results of its activities to the Board. 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 Corporation?s consolidated financial statements are complete and accurate and in accordance with generally accepted accounting principles. This is the responsibility of management and the independent auditor, for which the auditor is ultimately accountable to the Committee.

Meetings

The Committee will meet prior to each quarterly earnings release and prior to the filing of each Annual Report on Form 10-K and Quarterly Report on Form 10-Q, or more frequently as circumstances dictate. A majority of the members of the Committee will constitute a quorum for the transaction of business. Committee meetings may be held telephonically. Written minutes shall be prepared by the Committee for all meetings.

Responsibilities

The Committee shall establish and maintain free and open communication between the directors, the independent accountants and the financial management of the Corporation. The Committee shall:

1. Select and retain (subject to approval by the Corporation?s stockholders), oversee, and terminate when appropriate, the independent auditor; set the independent auditor?s compensation; and pre-approve all audit services to be provided by the independent auditor.

2. Pre-approve all permitted non-audit services to be performed by the independent auditor, using the procedure specified in Supplement A to this Charter.

3. Meet with the independent auditor prior to the annual audit to review the planning, staffing and scope of the audit and its audit procedures.

4. Review and discuss with management and the independent auditor the Corporation?s annual audited and quarterly consolidated financial statements, including major issues regarding accounting and auditing principles and practices; the adequacy of disclosure and internal controls that could significantly affect the Corporation?s consolidated financial statements; and the significant financial reporting issues and judgments made in connection with the preparation of the Corporation?s consolidated financial statements.

5. Review the Corporation?s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, including disclosures under ?Management?s Discussion and Analysis of Results of Operations and Financial Condition?; these reviews shall occur prior to the filing or release of such reports and consolidated financial statements and shall specifically include the receipt of a report from management assessing the Corporation?s internal controls.

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