Membership, Meetings and Compensation

The Audit Committee is a standing committee of the Board of Directors and is comprised of at least three Directors. The members of the Audit Committee shall meet the independence and financial literacy requirements of the listing standards of the American Stock Exchange and all applicable laws and regulations. Under these requirements, each member of the Audit Committee shall be free from any relationship that would interfere with the exercise of independent judgment as a member of the Audit Committee. All members of the Audit Committee shall have a familiarity with basic financial and accounting practices. At least one member of the Audit Committee shall have accounting or related financial management experience as required by the listing standards of the American Stock Exchange and the regulations of the Securities and Exchange Commission.

The Committee holds four scheduled quarterly meetings during each calendar year. As necessary, the Committee shall hold additional meetings to fulfill its duties and responsibilities.

Director's fees are the only form of compensation that an Audit Committee member may receive from the Company.

Duties and Responsibilities

(a)	To be directly responsible for the appointment, compensation and oversight of the work of the Company's independent auditor.
(b)	To review with the Company's management and the independent auditor the accounting principles applied or to be applied in financial reporting, and to review and approve any major policy changes affecting the Company's financial presentation.
(c)	To review with management, the internal auditor and the independent auditors, the adequacy of the accounting for, and disclosure of, material contingencies in the Company's financial reporting.
(d)	To discuss with management and the independent auditor any accounting adjustments that were noted or proposed by the auditors but were passed.
(e)	To review the results of the audit engagement with the independent auditor and their Memorandum of Advisory Comments and Management's responses thereon.
(f)	To ensure receipt from the independent auditor of a formal written statement delineating all relationships between the independent auditor and the Company, consistent with Independence Standards Board Standard 1.
(g)	To review and approve, as appropriate, all related person transactions in accordance with established procedures and Securities and Exchange Commission regulations.
(h)	To review and approve the scope and fees for all non-audit services performed by the Company's independent auditor in accordance with guidelines and rulings issued by the Securities and Exchange Commission.
(i)	To actively engage in a dialogue with the independent auditor with respect to any disclosed relationships or services that may impact the objectivity and independence of the independent auditor.
(j)	To review periodic financial reports (Form 10-Q and Form 10-K) submitted to the Securities and Exchange Commission in advance of the filing deadline.
(k)	To review and approve the annual internal audit plan and to review the results of internal audits and comments on the Company's system of internal controls and compliance therewith.
(l)	To review implementation and/or resolution of previous internal and external audit recommendations.
(m)	To maintain final approval authority over any proposed terminations involving the Internal Audit function.
(n)	To retain special legal, accounting or other consultants to advise the Committee as determined to be necessary or appropriate to discharge its responsibilities.
(o)	To establish and maintain employee complaint procedures as mandated by legislation and regulatory bodies.
(p)	To meet periodically with the independent auditor and/or internal auditor to review any matters that the Committee, and/or the auditors wish to discuss in Executive session.
(q)	To report activities of the Committee to the Board of Directors and make such recommendations and findings concerning any audit or related matters as it deems appropriate.
(r)	To review and assess the adequacy of the Audit Committee Charter on an annual basis.
(s)	To prepare annually a Report of the Audit Committee for inclusion in the Company's annual proxy statement.

The Audit Committee represents the Board of Directors, discharging its oversight responsibilities by carrying out the above functions. The existence and activities of the Committee, however, does not alter the traditional roles and responsibilities of the Company's management and the independent auditor with respect to the accounting and internal control functions and financial statement presentation.