Audit Committee

The Audit Committee shall consist of three (3) members of the Board of Directors and two (2) Members at Large. Each member of the Audit Committee shall be financially literate; e.g., shall be able to read and understand fundamental financial statements, including the Corporation’s balance sheet, income statement and cash flow statement. A member of the Audit Committee may not also serve as a member of the Finance Committee.

The Audit Committee shall have the power to recommend to the Board of Directors the appointment, compensation, retention and oversight of the work of the independent auditors, including being responsible for the resolution of any disagreements between management and the independent auditors regarding financial reporting; reviewing the independent auditors’ proposed audit scope, approach and independence, and approving all engagement fees and terms; obtaining and considering a report from the auditors regarding all critical accounting policies and practices to be used, all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management of the Corporation, ramifications of such alternative disclosures and treatments, and the treatment preferred by the auditors, and any other material written communications between the independent auditors and management such as any management letter or schedule of unadjusted differences; discussing with the independent auditors the auditors’ conclusions regarding the reasonableness of the judgments and estimates made in the preparation of the financial statements that may be viewed as critical as well as the clarity of the Corporation’s financial disclosures; reviewing and approving in advance any transaction with a related party; establishing procedures for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls and auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters; reviewing with management and the independent auditors any correspondence with regulators and any published reports that raise material issues regarding the Corporation’s accounting practices; reviewing periodically with the Corporation’s tax advisers the Corporation’s status under applicable provisions of the Internal Revenue Code and any matters relevant to such status.

The Audit Committee will meet at least twice annually. The Audit Committee will meet in executive session at least twice a year and will meet separately with the independent auditors and management as it deems appropriate. The outside independent auditor will review IAEE and its subsidiaries books annually. The audit will begin no later than November 13th and be completed no later than December 31st.

Publication of consolidated financial statement will be presented to the Board for consideration by December 31st.