Audit Committee of the Board of Directors
Charter

Purpose

The Audit Committee is a committee of the Board of Directors. The primary function of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities by reviewing:

• The financial information, which will be provided to the shareholders and others;
• The Company's systems of internal controls regarding finance, accounting and legal compliance that management and the Board have established; and
• The Company's auditing, accounting and financial reporting processes generally. Consistent with this function, the Audit Committee should encourage continuous improvement of, and should foster adherence to, the Company's policies, procedures and practices at all levels.

The Audit Committee's primary duties and responsibilities are to:

• Serve as an independent and objective party to monitor the Company's financial reporting process and internal control system.
• Review and appraise the audit efforts of the Company's independent accountants.
• Provide an open avenue of communication among the independent accountants, internal auditor, financial and senior management, and the Board of Directors.

The Audit Committee will primarily fulfill these responsibilities by carrying out the activities enumerated in Section IV. of this Charter.

Composition

The Audit Committee shall be comprised of three or more directors as determined by the Board, each of whom shall be independent directors, and free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee.

The members of the Committee shall be elected by the Board of Directors at the annual organizational meeting of the Board of Directors and shall serve until their resignation or removal or until their successors shall be duly elected and qualified.

The Board shall appoint one of the members of the Audit Committee as Chairperson. It is the responsibility of the Chairperson to represent the best interests of the Committee, and help facilitate communication with the internal and external auditors.

Meetings

The Committee shall meet at least annually, or more frequently as circumstances dictate, with financial and senior management, the internal auditor, and the independent auditors. As part of its job to foster open communication, the Committee should meet at least annually with management and the independent accountants in separate executive sessions to discuss any matters that the Committee or each of these groups believe should be discussed privately.

Responsibilities and Duties

To fulfill its responsibilities and duties the Audit Committee shall:

1. Review and reassess the adequacy of this Charter annually and submit it to the Board for approval.
2. Review the annual audited financial statements with management, including major issues regarding accounting and auditing principles and practices as well as the adequacy of internal controls that could significantly affect the Company's financial statements.
3. Receive periodic reports from the independent auditor regarding the auditor's independence, as required by Independence Standards Board's Standard No. 1, discuss such reports with the auditor, and if so determined by the Audit Committee, recommend that the Board take appropriate action to insure the independence of the auditor.
4. Recommend to the Board of Directors that the audited financial statements be included in the Company's Annual Report on Form 10-K.
5. Review major changes to the Company's auditing and accounting principles and practices as suggested by the independent auditor or management.
6. Recommend to the Board the appointment of the independent auditor, which firm is ultimately accountable to the Audit Committee and the Board.
7. Approve the fees to be paid to the independent auditor.
8. Pre-approve all audit and non-audit services provided by the independent auditor.
9. Evaluate the performance of the independent auditor and, if so determined by the Audit Committee, recommend that the Board replace the independent auditor.
10. Review with the independent auditor any problems or difficulties the auditor may have encountered and any management letter provided by the auditor and the Company's response to that letter. Such review should include: (a) any difficulties encountered in the course of the audit work, including any restrictions on the scope of activities or access to required information, (b) any changes required in the planned scope of the internal audit, and (c) the internal audit department responsibilities.
11. Review the appointment and replacement of the internal auditor.
12. Review the significant reports to management prepared by the internal auditing department and managements responses.
13. Engage legal counsel, outside consultants or other experts in response to specific circumstances that the Committee determines is in the best interest of DBI and its shareholders to obtain such assistance.

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 accountant. Nor is it the duty of the Audit Committee to conduct investigations, to resolve disagreements, if any, between management and the independent auditor or to assure compliance with the laws and regulations.

February 2006