Composition of Committee
The Audit Committee shall consist of two or more Independent Directors who satisfy the Audit Committee Independence Standards (as that term is defined below). Additionally, at least one member shall be an Audit Committee Financial Expert (as that term is defined below).

Audit Committee Independance Standards; Audit Committee Financial Expert
Each member of the Audit Committee shall further meet the additional independence standards for members of audit committees required by Nasdaq as of the date of adoption of these Guidelines (the "Audit Committee Independence Standards"), to wit, the member:

• Shall not be an Affiliate of, or Affiliated with, the Company or any of its subsidiaries;
• Must be able to read and understand fundamental financial statements, including the balance sheet, income statement and cash flow statement;
• Shall not have participated in the preparation of the Company 's financial statements or any subsidiary at any time within the past twelve months;
• Shall not accept directly or indirectly any consulting, advisory or other compensatory fee from the Company or any of its subsidiaries [with the exception of the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the Company (provided that such compensation is not contingent in any way on continued service)].

An Audit Committee Financial Expert means a person who can demonstrate the following attributes: (1) an understanding of generally accepted accounting principles and financial statements; (2) the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves; (3) 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 reasonable be expected to be raised by the Company's financial statements, or experience actively supervising one or more persons engaged in such activities; (4) an understanding of internal controls and procedures for financial reporting; and (5) an understanding of audit committee functions.

An "Affiliate" of, or a person "Affiliated" with, the Company is defined as a person who directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Company. Any Director who is an Executive Officer of the Company or is the beneficial owner, directly or indirectly, of 10% or more of any class of the Company's equity securities shall be deemed an Affiliate. Absent other circumstances, a person shall not be defined to be an Affiliate by reason of being the beneficial owner, directly or indirectly, of not more than 10% of any class of the Company's voting equity securities, or being an Executive Officer, director, general partner or managing member of an Affiliate.

Purpose of Committee
The Audit Committee shall assist the Board in monitoring: (1) the integrity of the Company's financial statements;(2) the qualifications, independence and performance of the Company's independent auditors and recommending their appointment to the full Board; (3) the performance of the Company's internal accounting and audit personnel; and (4) the compliance by the Company with legal and regulatory requirements.

The Audit Committee shall also prepare the report relating to the audit of the Company's financial statements and the appointment of its independent auditors for inclusion in the Company's proxy statement in the event such report is required under the rules of the SEC by virtue of the Company's filing status.

Committee Charter
The Audit Committee shall prepare and shall prepare a written charter setting forth the committee's structure, membership qualifications, purposes, responsibilities, and procedures for appointing and removing committee members. The committee shall thereafter review the charter periodically, but at least one time per year, and submit any recommended amendments to that charter to the full Board for approval.