EXHIBIT 10.22

                             AUDIT COMMITTEE CHARTER

1.       The Audit  Committee  shall consist of at least three members and shall
         be composed of directors who meet the  requirements of the Nasdaq Stock
         Market for directors serving on audit committees.

2.       The purposes of the Audit Committee are:

         (a)  to  oversee  accounting  and  financial   reporting  policies  and
              practices,  internal  controls and, as  appropriate,  the internal
              controls of certain service providers;

         (b)  to oversee the quality and objectivity of financial statements and
              the independent audit thereof; and

         (c)  to act as a liaison between  the independent auditors and the full
              Board of Directors.

     The  function  of the Audit  Committee  is  oversight;  it is  management's
     responsibility to maintain  appropriate systems for accounting and internal
     control  and the  auditors'  responsibility  to plan and carry out a proper
     audit.

3.       As the auditors are ultimately accountable to the  Audit  Committee and
         the Board of Directors, the Audit   Committee has the following powers:

(a)      to recommend the selection, retention, or termination of auditors;

         (b)  to ensure  that the  auditor  submits on a  periodic  basis to the
              Audit  Committee  a  formal  written  statement   delineating  all
              relationships between the auditor and the Company;

         (c)  to evaluate  the  independence  of the  auditors,  and receive the
              auditors'  specific  representation  as to their  independence and
              make  recommendations  to the  Board  of  Directors  based on such
              evaluations;

         (d)  to meet with the independent auditors, including private meetings,
              as necessary (i) to review the  arrangements  for and scope of the
              annual audit and any special  audits;  (ii) to discuss any matters
              of concern  relating to the  financial  statements,  including any
              adjustments to such statements recommended by the auditors;  (iii)
              to consider the  auditors'  comments with respect to the financial
              policies,  procedures  and  internal  accounting  controls  of the
              Company and management's  responses thereto;  (iv) to discuss with
              the   auditors  the  matters  to  be  discussed  by  Statement  on
              Accounting  Standards No. 61 as modified or supplemented;  and (v)
              to review the form of opinion  the  auditors  propose to render to
              the Board of Directors and shareholders;

         (e)  to review with financial  management and the independent  auditors
              the 10-Q and 10-K prior to their filing or prior to the release of
              earnings;

         (f)  to  consider  the  effect  upon  the  Company  of  any  changes in
              accounting principles or practices   proposed by management or the
              auditors;

         (g)  to review the fees charged by the auditors for audit and non-audit
              services;

         (h)  to investigate improprieties or suspected improprieties in Company
              operations; and

         (i)  to report  its  activities  to the full  Board of  Directors  on a
              regular basis and to make such recommendations with respect to the
              above and other matters as the Audit  Committee may deem necessary
              or  appropriate,  including the preparation of the report required
              by the  rules of the  Securities  and  Exchange  Commission  to be
              included in the Company's annual proxy statement.

4.       The Audit Committee shall meet  on  a regular basis and is empowered to
         hold special meeting as circumstances require.

5.       The Audit Committee shall  regularly  meet with  the Board of Directors
         and with internal auditors, if any.

6.       The Audit Committee shall have the resources and authority  appropriate
         to discharge  its  responsibilities,  including the authority to retain
         special  counsel and other experts or consultants at the expense of the
         Company.

7.       The Audit Committee  shall  review  this  Charter at least annually and
         recommend any changes to the full Board of Directors.

While the Audit Committee has the  responsibilities and powers set forth in this
Charter,  it is not the duty of the Audit Committee to plan or conduct audits or
to determine that the Company's  financial  statements are complete and accurate
and are in accordance with generally accepted accounting principles. This is the
responsibility of management and the independent auditors. Nor is it the duty of
the Audit Committee to conduct investigations, to resolve disagreements, if any,
between  management and the  independent  auditors or to assure  compliance with
laws and regulations and the Company's Corporate Standards of Conduct.