TMC Audit Committee Charter 2-22-2005

A. Purpose The purpose of the Audit Committee is to assist the Board of Directors’ oversight of the Company’s accounting and financial reporting processes and the audits of the Company’s financial statements. A soundly conceived, effective Audit Committee is essential to the integrity of the financial reporting process of the Company. B. Structure and Membership 1. Number. The Audit Committee shall consist of at least three members of the Board of Directors. 2. Independence. Each member of the Audit Committee shall be independent as defined by NASDAQ rules as well as the rules set forth under the Securities Exchange Act of 1934, as amended, and shall not have participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past three years. 3. Financial Literacy. Each member of the Audit Committee must be able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement, and cash flow statement, at the time of his or her appointment to the Audit Committee. In addition, at least one member must have past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with ...