APPENDIX A



                           AUDIT COMMITTEE CHARTER
                           -----------------------

Purpose

      The primary purpose of the Audit Committee (the "Committee") is to assist
the Board of Directors (the "Board") in fulfilling its responsibility to oversee
management's conduct of the Company's financial reporting process, including the
overview of the financial reports and other financial information provided by
the Company to any governmental or regulatory body, the public and others who
rely thereon, the Company's systems of internal accounting and financial
controls, the selection, evaluation and retention of independent auditors and
the annual independent audit of the Company's financial statements.

      In discharging its oversight role, the Committee is empowered to
investigate any matter brought to its attention with full access to all books,
records, facilities and personnel of the Company and to retain outside counsel,
auditors or other experts to advise the Committee. The Board and the Committee
are in place to represent the Company's stockholders; accordingly, the
independent auditors are ultimately accountable to the Board and the Committee.

      The Committee shall review the adequacy of this Charter on an annual basis
and recommend any proposed changes to the Board.

Membership

      The Committee shall be comprised of not fewer than three members of the
Board, and the Committee's composition shall satisfy the requirements of the
Audit Committee Policy of The Nasdaq Stock Market. Accordingly, all of the
members shall be directors:

      o     who have no relationship to the Company that may interfere with the
            exercise of their independence from management and the Company; and

      o     who are financially literate or who shall become financially
            literate within a reasonable period of time after appointment to
            the Committee.

In addition, at least one member of the Committee shall have accounting or
related financial management expertise.

Key Responsibilities

      The Committee's role is one of oversight, and the Committee recognizes
that the Company's management is responsible for the preparation and publication
of the Company's financial statements and that the independent auditors are
responsible for auditing those financial statements. In addition,

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the Committee recognizes that financial management, as well as the independent
auditors, have more time, more knowledge and more detailed information regarding
the Company than do Committee members; consequently, in carrying out its
oversight responsibilities, the Committee shall not be deemed to provide any
expert or special assurance as to the Company's financial statements or any
professional certification as to the independent auditors' work.

      The following functions shall be the common recurring activities of the
Committee in carrying out its oversight function. These functions are set forth
as a guide, with the understanding that the Committee may diverge from this
guide as it deems appropriate given the circumstances.

      o     The Committee shall review with management and the independent
            auditors the audited financial statements to be included in the
            Company's Annual Report on Form 10-K (or the Annual Report to
            Stockholders if distributed prior to the filing of the Form 10-K)
            and shall review and consider with the independent auditors the
            matters required to be discussed by Statement of Auditing Standards
            No. 61 ("SAS No. 61").

      o     The Committee shall review on a quarterly basis with the independent
            auditors any matters required to be discussed by SAS No. 61.

      o     The Committee shall discuss with management and the independent
            auditors the quality and adequacy of the Company's internal
            controls.

      o     The Committee shall:

            o     request from the independent auditors annually a formal
                  written statement delineating all relationships between the
                  auditors and the Company consistent with Independence
                  Standards Board Standard No. 1;

            o     discuss with the independent auditors any such disclosed
                  relationship and the impact thereof on the independent
                  auditors' independence; and

            o     recommend that the Board take appropriate action to oversee
                  the independence of the independent auditors.

      o     The Committee, subject to any action that may be taken by the full
            Board, shall have the ultimate authority and responsibility to
            select (or nominate for stockholder approval), evaluate and, where
            appropriate, replace the independent auditors.

Adopted by the Board of Directors on June 13, 2000.


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