[COMPANY NAME]

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

CHARTER

PURPOSE

The Audit Committee is appointed by the Board of Directors (the “Board”) of [Company Name] (the “Company”) to represent and assist the Board by fulfilling oversight responsibilities relating to:

the integrity of financial reports and related financial information provided by the Company to the public and the Securities and Exchange Commission (“SEC”);

the Company’s systems of internal controls regarding finance, accounting and compliance with policies, including ethics policies, that management and the Board have established;

the performance of the Company’s internal audit function and the accounting and financial reporting functions.

the Company’s risk management policies and processes to identify, monitor, and manage significant risk exposures;

the Company’s compliance with legal and regulatory requirements.

The Audit Committee is also responsible for the appointment, termination, compensation, evaluation and oversight of the Company’s independent auditor, including review of the independent auditor’s qualifications, performance and independence.

The role of the Audit Committee is one of oversight, and certain of its members are not accountants or auditors by profession or experts in the fields of accounting or auditing. Management of the Company is responsible for the preparation, presentation and integrity of the Company’s financial statements, and for maintaining appropriate accounting and financial reporting principles and policies and internal controls, including disclosure controls, and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The Company’s independent auditor is responsible for planning and carrying out a proper audit of the Company’s annual financial statements, reviews of the Company’s quarterly financial statements prior to the filing of each quarterly report on Form 10-Q, and other procedures. The Audit Committee is entitled to rely on the integrity of management and the internal and external auditors, and the accuracy of their information.

To fulfill its responsibilities and duties, the Audit Committee will carry out the activities enumerated in section IV of this Audit Committee Charter (the “Charter”). The Audit Committee shall have the authority to take any and all actions that it deems necessary to carry out its functions.

In fulfilling its duties, the Audit Committee and its members shall have unrestricted access to management, the internal auditors and the independent auditors, as well as the resources and authority necessary to discharge its duties and responsibilities.