Corporate Governance Policy

AUDIT COMMITTEE CHARTER

I. Responsibilities of the Audit Committee

The Audit Committee is charged with the oversight of the Company s financial reporting process, the system of the Company s internal financial controls, and the audit process. In addition, the Audit Committee will have the responsibility for the hiring, firing, and supervision of the Company’s independent auditors.

II. Organization of the Audit Committee

The Audit Committee shall consist of at least three directors of the Company to be elected annually by the Board of Directors, each of whom shall be an independent director of the Company within the meaning of Rule 4200(a)(15) of the National Association of Securities Dealers. No audit committee member shall receive any compensation from the Company other than standard board compensation.

The Audit Committee shall elect one of its members to serve as Chairman of the Committee and one to serve as Secretary of the Committee.

III. Meetings of the Committee

As many meetings of the Audit Committee shall be held as are needed to enable the Audit Committee to fulfill its duties and responsibilities. Meetings may be called by the Chairman of the Committee or by any member of the Committee by giving oral or written notice of the meeting to all of the other members of the Committee not less than one day prior to the meeting. A majority of the members of the Audit Committee shall constitute a quorum for the purpose of transacting business.

Meetings of the Audit Committee may be held in person or by telephonic communications, which permit each participating member of the Committee to communicate with all of the other participating members of the Committee.

The Chairman of the Audit Committee shall preside at all meetings of the Audit Committee. If the Chairman is absent, the other members of the Committee shall select one of them to serve as Chairman.

The Secretary of the Audit Committee shall keep written minutes of each meeting. The minutes shall be signed by the Secretary and the Chairman and placed in the Company’s minute book. If the Secretary is absent, the other members of the Committee shall select one of them to serve as Secretary of the Meeting.

IV. Duties and Responsibilities of the Audit Committee

The Audit Committee shall: review the adequacy of the Company s internal financial control structure; review the activities, organizational structure and qualifications of the Company s internal audit function; shall have the responsibility for hiring, firing and supervising the Company’s external auditors; receive the written disclosures and the letter from the Company s external auditors required by Independence Standards Board Standard No. 1; review the Company s external auditors fee arrangements; review the Company s external auditors proposed audit scope and approach; discuss with the Company s external auditors the matters required to be discussed by SAS 61; review the performance of the Company s external auditors; conduct a review of the Company s financial statements, including Management s Discussion and Analysis, and audit findings, including significant suggestions for improvements to management by the external auditors; review and discuss the Company’s audited financial statements with management; if satisfied with the audited financial statements, recommend to the Board of Directors their inclusion in the Company s Annual Report and Form 10-KSB; review the Company’s interim financial reports; review significant accounting and reporting issues, including recent professional and regulatory pronouncements, and understand their impact on the Company s financial statements; review with the Company s counsel any legal matters that could have a significant impact on the Company s financial statements; review the findings of any examinations by regulatory agencies; review the Company’s policies and procedures in effect for the review of officers expenses and perquisites; if necessary, institute special investigations and, if appropriate, hire special counsel or experts to assist and perform other oversight functions as request by the full Board of Directors.

V. Reports Required by the Audit Committee

The Audit Committee shall regularly update the Board of Directors about the activities of the Audit Committee.

VI. Audit Committee Financial Expert

The audit committee financial expert shall be a person who has the following attributes:

• An understanding of generally accepted accounting principles and financial statements;
• The ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves;
• Experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the registrant's financial statements, or experience actively supervising one or more persons engaged in such activities;
• An understanding of internal controls and procedures for financial reporting; and
• An understanding of audit committee functions.

Such person must have acquired such attributes through any one or more of the following:

• Education and experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor or experience in one or more positions that involve the performance of similar functions;
• Experience actively supervising a principal financial officer, principal accounting officer, controller, public accountant, auditor or person performing similar functions;
• Experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or evaluation of financial statements; or
• Other relevant experience