Audit Committee

The purposes of the Audit Committee are to assist the board of directors with the oversight of (i) the integrity of the Company's financial statements, (ii) the Company's compliance with legal and regulatory requirements, (iii) the independent auditors' qualifications and independence (iv) the performance of the Company's internal audit function and independent auditors and (v) the accounting and financial reporting processes of the Company and audits of the Company's financial statements. The Committee shall also prepare any and all reports required to be prepared and/or disclosed by the Committee pursuant to the rules of the Securities and Exchange Commission (the "SEC"), the listing standards of any exchange upon which the Company's securities are listed for trading, or any other applicable laws or regulations.

Audit Committee Charter

Audit Committee Members
Randolph M. Ferlic, M.D.
Eugene C. Fiedorek
F.H. Merelli
Rodman D. Patton