10.4
                        FIELDPOINT PETROLEUM CORPORATION

                    AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
                                     CHARTER

General

         The role of the Audit  Committee is to assist the Board of Directors in
fulfilling its oversight responsibilities by:

         o        Serving as an independent  and objective  party to monitor the
                  Corporation's financial reporting process and internal control
                  system.

         o        Reviewing   and   appraising   the   audit   efforts   of  the
                  Corporation's independent accountants.

         o        Providing   an  open   avenue  of   communication   among  the
                  independent  accountants,  financial and senior management and
                  the Board of Directors.

Composition

         The  Audit  Committee  shall  consist  of  two  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  judgement as a member of the Committee.
In determining  whether any director is  independent,  the Board shall take into
consideration the requirements of the principal  exchange or system on which the
Corporation's  common  stock is traded.  Directors,  who are  affiliates  of the
Company,  or officers or employees of the Company or of its  subsidiaries,  will
not be considered independent

         All  members  of the  Committee  must be able  to read  and  understand
fundamental  financial  statements,  including a  corporation's  balance  sheet,
income  statement,  and cash flow  statement  or  become  able to do so within a
reasonable period of time after his or her appointment to the Committee,  and at
least one  member of the  Committee  is to have past  employment  experience  in
finance or accounting,  requisite professional  certification in accounting,  or
any other  comparable  experience  or  background  which results in the member's
financial  sophistication,  including  being or  having  been a chief  executive
officer,  chief  financial  officer  or  other  senior  officer  with  financial
oversight responsibilities.1

         The members of the  Committee  are to be elected by the Board and shall
serve until their  successors are duly elected and qualified.  Unless a Chair is
elected by the full Board, the members of the Committee may designate a Chair by
majority vote of the full Committee membership.


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1 Exception  for Small  Business  issuers - These  issuers  must  establish  and
maintain an Audit Committee of at least two members, a majority of which must be
independent directors.  The understanding of accounting and financial management
by members is not required.

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Meetings

         The  Committee  shall hold  regular  meetings as may be  necessary  and
special  meetings as may be called by the Chairman of the Committee.  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 either of these  groups
believe should be discussed privately.  In addition,  the Committee or its Chair
should meet with the independent  accountants and management quarterly to review
the Corporation's financial statements.

Relationship with Independent Accountants

         The  Corporation's   independent   accountants  are  to  be  ultimately
accountable  to the Board and the  Committee,  and the  Committee  and the Board
shall have the ultimate  authority and  responsibility to select,  evaluate and,
where appropriate,  replace the independent accountants (or nominate the outside
auditor to be proposed for shareholder approval in any proxy statement).

Responsibilities and Duties

         To fulfill its responsibilities and duties the Audit Committee shall:

Documents/Reports Review
------------------------

1.       Review and assess the adequacy of this Charter at least  annually,  and
         otherwise as conditions dictate.

2.       Review the Corporation's annual financial statements and any reports or
         other  financial  information  submitted to the Securities and Exchange
         Commission or the public; including any certification, report, opinion,
         or review rendered by the independent accountants.

3.       Review with financial  management and the  independent  accountants the
         Corporation's  filings with the Securities  and Exchange  Commission on
         Form 10-Q2 prior to their  filing or prior to the release of  earnings.
         The Chair of the  Committee  may  represent  the entire  Committee  for
         purposes of this review.

Independent Accountants
-----------------------

4.       Recommend to the Board the  selection of the  independent  accountants,
         considering  independence and  effectiveness,  and approve the fees and
         other compensation to be paid to the independent accountants.

5.       On an annual basis, obtain from the independent accountants, and review
         and  discuss  with  the  independent  accountants,   a  formal  written
         statement  delineating all  relationships  the independent  accountants
         have with the Corporation, consistent with Independence Standards Board
         Standard  1, and  actively  engage in a dialogue  with the  independent
         accountants  with respect to any  disclosed  relationships  or services
         that may impact the  objectivity  and  independence  of the independent
         accountants.

6.       Recommend  to  the  Board  any   appropriate   action  to  oversee  the
         independence of the independent accountants.

7.       Review the performance of the  independent  accountants and approve any
         proposed  discharge of the independent  accountants when  circumstances
         warrant.

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2 Or Form 10-QSB if applicable.

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8.       Periodically  consult  with  the  independent  accountants  out  of the
         presence of  management  about  internal  controls and the fullness and
         accuracy of the Corporation's financial statements.

Financial Reporting Processes3
------------------------------

9.       In consultation with the independent accountants,  review the integrity
         of the organization's financial reporting processes,  both internal and
         external.

10.      Consider the independent  accountant's  judgments about the quality and
         appropriateness of the Corporation's  accounting  principles as applied
         in its financial reporting.

11.      Consider,   and  approve,   if   appropriate,   major  changes  to  the
         Corporation's auditing and accounting principles.

12.      Establish  regular and separate  reporting to the  Committee by each of
         management and the  independent  accountants  regarding any significant
         judgments made in management's  preparation of the financial statements
         and the view of each as to appropriateness of such judgments.

13.      Following  completion of the annual audit,  review separately with each
         of  management  and  the   independent   accountants   any  significant
         difficulties  encountered during the course of the audit, including any
         restrictions on the scope of work or access to required information.

14.      Review  any   significant   disagreement   among   management  and  the
         independent  accountants  in  connection  with the  preparation  of the
         financial statements.

15.      Review with the  independent  accountants  and management the extent to
         which changes or improvements in financial or accounting practices,  as
         approved by the Committee, have been implemented.

Ethical and Legal Compliance
----------------------------

16.      Establish,  review and update periodically a Code of Conduct and ensure
         that management has established a system to enforce this Code.

17.      Review,  with the  Corporation's  counsel,  any legal matter that could
         have a significant impact on the Corporation's financial statements.

18.      Perform  any  other  activities   consistent  with  this  Charter,  the
         Corporation's  bylaws and governing  law, as the Committee or the Board
         deems necessary or appropriate.

                              Adopted by Resolution of the Board of Directors

                              March 28, 2001


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3 If the company has an internal audit department, appropriate references should
be made to the  communications  between the Committee and that department and to
the Committee's review of that department.

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