EXHIBIT 99.2

                           AUDIT COMMITTEE CHARTER
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      1.    Members.  The Board of Directors shall appoint an Audit
Committee of at least two members, consisting entirely of directors of the
Board who meet applicable requirements of the New York Stock Exchange.

      2.    Purposes, Duties, and Responsibilities.  The Audit Committee
shall represent the Board of Directors in discharging its responsibility
relating to the accounting, reporting and financial practices of the
Company, and shall have general responsibility for surveillance of internal
controls and accounting and audit activities of the Company.  Specifically,
the Audit Committee shall:

            (i)    Recommend to the Board of Directors, and evaluate, the
      firm of independent certified public accountants to be appointed as
      auditors of the Company, which firm shall be ultimately accountable
      to the Board of Directors through the Audit Committee.

            (ii)    Review with the independent auditors their audit
      procedures, including the scope, fees and timing of the audit, and
      the results of the annual audit examination and any accompanying
      management letters, and any reports of the independent auditors with
      respect to interim periods.

            (iii)    Review the written statement from the outside auditor
      of the Company concerning any relationships between the auditor and
      the Company or any other relationships that may adversely affect the
      independence of the auditor and assess the independence of the
      outside auditor as required under Independent Standard Boards
      Standard No. 1.

            (iv)    Review and discuss with management and the independent
      auditors the financial statements of the Company, including an
      analysis of the auditors' judgment as to the quality of the Company's
      accounting principles.

            (v)    Review the adequacy of the Company's internal controls.

            (vi)    Review significant changes in the accounting policies
      of the Company and accounting and financial reporting proposals that
      may have a significant impact on the Company's financial reports.

            (viii)    Review material pending legal proceedings involving
      the Company and other contingent liabilities.

            (ix)    Review the adequacy of the Audit Committee Charter on
      an annual basis.





      3.    Meetings.  The Audit Committee shall meet as often as may be
deemed necessary or appropriate in its judgment, at a minimum once per
year, either in person or telephonically.  The Audit Committee shall meet
in executive session with the independent auditors at least annually.  The
Audit Committee may create subcommittees who shall report to the Audit
Committee.  The Audit Committee shall report to the full Board of Directors
with respect to its meetings.  The majority of the members of the Audit
Committee shall constitute a quorum.


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