EXHIBIT 3.5

                                     CHARTER
                                     OF THE
                                 AUDIT COMMITTEE
                                     OF THE
                               BOARD OF DIRECTORS
                                       OF
                         WARP TECHNOLOGY HOLDINGS, INC.


                                    ARTICLE I

                   CHARTER; PURPOSE AND FUNCTION OF COMMITTEE

     This document shall be the official Charter of the Audit Committee (the
"Committee") of the Board of Directors (the "Board") of WARP Technology
Holdings, Inc., a Nevada corporation (the "Company"). The primary function of
the Committee is to assist the Board in fulfilling its oversight
responsibilities by reviewing: (a) the financial reports and other financial
information provided by the Company to any governmental body or the public, (b)
the Company's systems of internal controls regarding finance, accounting, legal
compliance and ethics that management and the Board have established, and (c)
the Company's auditing, accounting and financial reporting processes generally.
Consistent with this function, the Committee should encourage continuous
improvement of, and should foster adherence to, the Company's policies,
procedures and practices at all levels. The Committee shall be accountable and
responsible to the full Board. The Committee's primary duties and
responsibilities are to:

     A.   Serve as an independent and objective party to monitor the Company's
          financial reporting process and internal control systems;

     B.   Review and appraise the audit efforts of the Company's independent
          accountants and internal auditing department; and

     C.   Provide open channels of communication among the Company's independent
          accountants, financial and senior management, the internal auditing
          department and the Board.

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

                                   ARTICLE II

                COMPOSITION; QUALIFICATIONS OF COMMITTEE MEMBERS

     1. Composition. The Committee shall be comprised of three (3) or more
members of the Board, which number shall be determined by the Board from time to
time in its discretion.

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     2. Qualifications. At least a majority of the members of the Committee
shall be "Independent Directors" (as defined herein), and shall be free from any
relationship that, in the judgment of the Board, would interfere with the
exercise of his or her independent judgment as a member of the Committee. In
addition, each member shall be able to read and understand fundamental financial
statements, including a company's balance sheet, income statement, and cash flow
statement or will become able to do so within a reasonable period of time after
his or her appointment to the audit committee. Additionally, at least one member
of the audit committee shall 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 financial oversight
responsibilities.

                                   ARTICLE III

                              ELECTION AND MEETINGS

     1. Election. The initial members of the Committee shall be appointed by the
Board. Thereafter, the Board shall appoint the members of the Committee
annually, which otherwise shall serve until their successors shall be duly
elected and qualified. Unless a Chairman of the Committee is appointed by the
Board, the members of the Committee may designate a Chairman by majority vote of
the full Committee.

     2. Meetings. The Committee shall meet:

     (a) annually to review with the Company's financial management and its
independent accountants the Company's audited financial statements and the
financial disclosures to be made in the Company's Annual Report on Form 10-KSB;
and

     (b) on such additional occasions as:

          (i) may be required pursuant to Article IV, Section 1(e) hereof; or

          (ii) circumstances may require in the discretion of the Committee and
     the Board.

     As an element of its duties to encourage and facilitate open communication,
in connection with the Committee's annual meeting or any meeting to be held
pursuant to Article IV, Section 1(e) hereof, the Committee may meet with
representatives from the Company's executive management, internal auditing
department and its independent accountants in separate sessions to discuss any
matters that the Committee or any of these groups believe should be discussed.

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                                   ARTICLE IV

                           RESPONSIBILITIES AND DUTIES

     To fulfill its responsibilities and duties, the Committee shall:

     1. Documents/Reports Review

     (a) Review, and if it deems necessary or appropriate, update this Charter
periodically, but not less than annually.

     (b) Review the Company's annual financial statements and any reports or
other financial information submitted to any governmental body, or to the
public, including any certification, report, opinion or review rendered by the
Company's independent accountants.

     (c) Review the regular internal reports to management prepared by the
Company's internal auditing/accounting department and management's response to
such reports.

     (d) Review all 10-KSB Annual Reports with the Company's financial
management and its independent accountants, prior to the filing thereof with the
Securities and Exchange Commission. The Chairman of the Committee may represent
the entire committee for purposes of these reviews.

     (e) Review any Form 10-QSB Quarterly Report, Form 8-K Current Report or
other report that contains financial information with the Company's financial
management and its independent accountants, in the event that the Company's
independent accountants advise the Committee Chairman that any matter presented
in a draft of such report should be reviewed by the Committee prior to the
filing thereof with the Securities and Exchange Commission. The Chairman of the
Committee may represent the entire committee for purposes of these reviews.

     2. Independent Accountants

     (a) Recommend to the Board the Committee's selection of an independent
accounting firm, considering independence and effectiveness and other factors it
deems appropriate and in the best interests of the Company, and approve the fees
and other compensation to be paid to such independent accounting firm. On at
least an annual basis, the Committee should receive from the independent
accounting firm a formal written statement delineating and describing all
relationships between the Company and such firm, consistent with the
Independence Standards Board's Standard 1. The Committee should review and
discuss with the independent accounting firm all such identified relationships
or services to examine and determine the independence and objectivity of the
accounting firm. The Committee shall take all appropriate action, or recommend
to the Board such appropriate actions, to oversee the independence of such
accounting auditors.

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     (b) Review and evaluate the performance of the independent accounting firm,
and when appropriate, recommend to the Board or implement the discharge and
replacement of the accounting firm when circumstances warrant.

     (c) Periodically consult with the independent accounting firm out of the
presence of the Company's management regarding internal controls and the
fullness and accuracy of the Company's financial statements.

     3. Financial Reporting Process

     (a) In consultation with the independent accounting firm and the Company's
internal accounting personnel/auditors, review the integrity of the Company's
financial reporting process, both internal and external.

     (b) Consider the independent accounting firm's judgments about the quality
and appropriateness of the Company's accounting principles as applied to its
financial reporting.

     (c) Consider and approve, if appropriate, major changes to the Company's
auditing and accounting principles and practices as suggested by the independent
accounting firm, management of the Company and/or its internal accounting
department.

     4. Process And Organizational Improvements

     (a) Establish regular and separate systems of reporting to the Committee by
each of management, the independent accounting firm, and the Company's internal
accounting department regarding any significant judgments made in management's
preparation of the financial statements and the view of each as to the
appropriateness of such judgments.

     (b) Following completion of the annual audit, review separately with each
of management, the independent accounting firm and the Company's internal
accounting department any significant difficulties encountered during the course
of the audit, including any restrictions on the scope of work or access to
required information.

     (c) Review any significant disagreement among management and the
independent accounting firm or the Company's internal accounting department in
connection with the preparation of the financial statements.

     (d) Review with the independent accounting firm, the Company's internal
accounting department and management the extent to which changes or improvements
in financial or accounting practices, as approved by the Committee, have been
implemented. This review should be conducted at an appropriate time subsequent
to implementation of changes or improvements, as determined by the Committee.

     (e) Review the organizational structure of the Company's internal auditing
department and the qualifications of the managers of such department, and
recommend any appropriate changes to the Company's management.

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     5. Legal Compliance; General

     (a) Review, with the Company's legal counsel, legal compliance matters,
including corporate securities trading policies.

     (b) Review, with the Company's legal counsel, any legal matter that could
have a significant impact on the Company's financial statements.

     (c) Perform any other activities consistent with this Charter, the
Company's Bylaws and governing law, as the Committee or the Board deems
necessary or appropriate.


                                   DEFINITIONS

     INDEPENDENT DIRECTOR. A person other than an officer or employee of the
Company or any of its subsidiaries or any other individual having a relationship
which, in the opinion of the Company's Board of Directors, would interfere with
the exercise of independent judgment in carrying out the responsibilities of a
director. The following persons shall not be considered independent for these
purposes:

     (a) a director who is employed by the Company or any of its affiliates for
the current year or any of the past three (3) years;

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

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

     (d) 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 5% of the
Company's or business organization's consolidated gross revenues for that year,
or $200,000, whichever is more, in any of the past three (3) years; or

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