EXHIBIT B

                          AUDIT COMMITTEE CHARTER


   The Audit Committee will be composed of not less than three
members of the Board and will be selected by the Board.  All of
the members of the committee will be outside directors who are
independent of management.  In accordance with NASDAQ
requirements a director will not be considered independent if,
among other things, he or she has:

* been employed by the corporation or its affiliates in the
  current or past three years;

* accepted any compensation from the corporation or its
  affiliates in excess of $60,000 during the previous fiscal
  year (except for board service, retirement plan benefits, or
  non-discretionary compensation);

* an immediate family member who is, or has been in the past
  three years, employed by the corporation or its affiliates as
  an executive officer;

* been a partner, controlling shareholder or an executive
  officer of any for-profit business to which the corporation
  made, or from which it received, payments (other than those
  which arise solely from investments in the corporation's
  securities) that exceed five percent of the organization's
  consolidated gross revenues for that year, or $200,000,
  whichever is more, in any of the past three years; or

* been employed as an executive of another entity where any of
  the company's executives serve on that entity's compensation
  committee.

   All directors must be able to read and understand
fundamental financial statements, including a company's balance
sheet, income statement and cash flow statement.  At least one
director must have past employment experience in finance or
accounting, requisite professional certification in accounting,
or other comparable experience or background, including a current
or past position as a chief executive or financial officer or
other senior officer with financial oversight responsibilities.

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   The Audit Committee shall have unrestricted access to
Company personnel and documents and will be given the resources
necessary to discharge its responsibilities.  The Audit Committee
shall provide assistance to the corporate directors in fulfilling
their responsibilities to the shareholders, potential
shareholders and investment community relating to corporate
accounting, reporting practices of the Company and the quality
and integrity of the financial reports of the Company.  In so
doing, it is the responsibility of the Audit Committee to
maintain free and open means of communication among the
directors, the independent auditors, the internal auditors and
the financial management of the Company.  The Audit Committee
shall meet on a regular basis and call special meetings as
required.


Responsibilities of the Committee

   The oversight responsibility of the committee includes the
following:

a) Those in which the committee will inform the Board that action
   has been taken in the Board's interest and does not require
   prior Board approval.
   1. Review and approve the scope of the annual audit for the
      Company and its subsidiaries recommended jointly by the
      independent auditors and the Chief Financial Officer (CFO).
   2. Review and approve the scope of the Company's annual profit
      and pension trusts audits.
   3. Review and approve the audit plan as recommended by the
      Company's internal auditor.
   4. Request the internal auditor to study a particular area of
      interest or concern.
   5. Discuss with the independent auditors their independence
      from management and the Company and the matters included in
      the written disclosures required by the Independence
      Standards Board.

b) Those which the committee will review and then recommend
   action by the Board.
   1. Appoint independent public accounts, establishing the
      outside auditor's accountability to the Board and the Audit
      Committee.
   2. Review major accounting policy changes before
      implementation.
   3. Review SEC registration statements before signature by other
      Board members.
   4. Review with management and the independent auditors the
      financial statements to be included in the Company's Annual
      Report on Form 10-K, including their judgment about the
      quality, not just acceptability, of accounting principles,
      the reasonableness of significant judgements, and the
      clarity of the disclosures in the financial statements.
   5. Review annual audit reports including auditor's opinions and
      management letter.

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c) Those which the committee will review and provide summary
   information reports to the Board when appropriate.
   1. Review trends in accounting policy changes proposed or
      adopted by organizations such as the Financial Accounting
      Standards Board, the Securities and Exchange Commission
      (SEC), and the American Institute of Certified Public
      Accountants.
   2. Interview independent auditors for review and analysis of
      strengths and weaknesses of the Company's financial staff,
      systems, adequacy of controls, and other factors which might
      be pertinent to the integrity of published financial
      reports.
   3. Review the interim financial statements with management and
      the independent auditors prior to the filing of the
      Company's Quarterly Report on Form 10-Q.  The committee
      shall discuss the results of the quarterly review and any
      other matters required to be communicated to the committee
      by the independent auditors under generally accepted
      auditing standards.  The chair of the committee may
      represent the entire committee for the purposes of this
      review.
   4. Review administration of the Company's "conflict of
      interest" policy, code of ethics and other policies and
      procedures relative to officers.
   5. Review insurance programs.
   6. Review the adequacy and maintenance of internal controls.
   7. Review with management significant findings or sensitive
      data or disclosures.
   8. Review legal and regulatory items as they apply to the
      Company.

   The Audit Committee will perform any other functions
assigned by the Board or by Law.  The Audit Committee should meet
with the Company's independent auditors at least annually.  The
Audit Committee should serve as a communication vehicle for the
internal auditor and independent auditor to the Board.  The
internal auditor should report directly to the chairman of the
Audit Committee with the Chief Financial Officer of the Company
having the day-to-day supervisory functions over the internal
auditor.

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