Sample Business Contracts

Audit Committee Charter - Catuity Inc.

                                  CATUITY, INC.

                          AUDIT COMMITTEE CHARTER     (revised 10-22-01)


This charter governs the operations of the Audit Committee. The committee shall
review and reassess the charter at least annually and obtain the approval of the
Board of Directors. The committee shall be appointed by the Board of Directors
and shall comprise at least three directors, each of whom are independent of
management and the Company. Members of the committee shall be considered
independent if they have no relationship that may interfere with the exercise of
their independence from management and the Company as described in the
Independence paragraph below. All committee members shall be financially
literate, [or shall become financially literate within a reasonable period of
time after appointment to the committee,] and at least one member shall have
accounting or related financial management expertise.

Statement of Policy

The Audit Committee shall provide assistance to the Board of Directors in
fulfilling their oversight responsibility to the shareholders, potential
shareholders, the investment community, and others relating to the Company's
financial statements and the financial reporting process, the systems of
internal accounting and financial controls and the annual independent audit of
the Company's financial statements. In so doing, it is the responsibility of the
committee to maintain free and open communication between the committee,
independent auditors and management of the Company. 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 the power to retain outside counsel, or other experts for this


As used in this charter, "Independent Director" means a person other than an
officer or employee of the Company or its subsidiaries or any other individual
having a relationship that, in the opinion of the Board, would interfere with
the exercise of independent judgment in carrying out the responsibilities of a
director. The following persons shall not be considered independent:

1.       a director who is employed by the Company or any of its affiliates ;

2.       a director who accepts compensation from the Company or any of its
         affiliates in excess of $60,000 during the previous fiscal year, other
         than compensation for service on the Board, benefits under a
         tax-qualified retirement plan, or non-discretionary compensation;

3.       a director who is a member of the immediate family of an individual who
         has been employed by the Company or any of its affiliates in the past
         year as an executive officer. Immediate family includes a person's
         spouse, parents, siblings, mother-in-law, father-in-law,
         brother-in-law, sister-in-law, son-in-law, daughter-in-law, and anyone
         who resides in the director's home;

4.       a director who is a partner in, or a controlling shareholder or an
         executive officer of, any for-profit business organization to which the
         Company made, or from which the Company received, payments (other than
         those arising solely from investments in the Company's securities) that
         exceed five percent (5%) of the Company's consolidated gross revenues
         for that year, or $200,000, whichever is more;

5.       a director who is employed as an executive of another entity where any
         of the Company's executives serve on that entity's compensation


Responsibilities and Processes

The primary responsibility of the Audit Committee is to oversee the Company's
financial reporting process on behalf of the board and report the results of
their activities to the board. The Audit Committee is responsible for the duties
set forth in this charter but is not responsible for either the preparation of
the financial statements or the auditing of the financial statements. Management
has the responsibility for preparing the financial statements and implementing
internal controls and the independent accountants have the responsibility for
auditing the financial statements and monitoring the effectiveness of the
internal controls. The review of the financial statements by the Audit Committee
is not of the same quality as the audit performed by the independent
accountants. The committee in carrying out its responsibilities believes its
policies and procedures should remain flexible, in order to best react to
changing conditions and circumstances. The committee should take the appropriate
actions to set the overall corporate "tone" for quality financial reporting,
sound business risk practices, and ethical behavior.

The following shall be the principal recurring processes of the audit committee
in carrying out its oversight responsibilities. The processes are set forth as a
guide with the understanding that the committee may supplement them as

         -        The committee shall have a clear understanding with management
                  and the independent auditors that the independent auditors are
                  ultimately accountable to the Board and the Audit Committee,
                  as representatives of the Company's shareholders. The
                  committee shall have the ultimate authority and responsibility
                  to evaluate and, where appropriate, replace the independent
                  auditors. The committee shall discuss with the auditors their
                  independence from management and the Company and the matters
                  included in the written disclosures required by the
                  Independence Standards Board. Annually, the committees shall
                  review and recommend to the board the selection of the
                  Company's independent auditors, subject to shareholders'
                  approval, if required.

         -        The committee shall discuss with the independent auditors the
                  overall scope and plans for their audit including the adequacy
                  of staffing and compensation. Also, the committee shall
                  discuss with management and the independent auditors the
                  adequacy and effectiveness of the accounting and financial
                  controls, including the Company's system to monitor and manage
                  business risk, and legal and ethical compliance programs.
                  Further, the committee shall meet separately with the
                  independent auditors, with and without management present, to
                  discuss the results of their examinations.

         -        The committee shall review with management and the independent
                  auditors the financial statements to be included in the
                  Company's Annual Report on Form 10-K (or the annual report to
                  shareholders if distributed prior to be included in the
                  Company's Annual Report on form 10-K (or the annual report to
                  shareholders if distributed prior to the filing of Form 10-k)
                  including their judgment about the quality, not just
                  acceptability, of accounting principles, the reasonableness of
                  significant judgments, and the clarity of the disclosures in
                  the financial statements. Also, the committee shall discuss
                  the results of the annual audit and any other matters required
                  to be communicated to the committee by the independent
                  auditors under generally accepted auditing standards.