STATSURE
      DIAGNOSTIC SYSTEMS, INC.

     

    EXHIBIT
      4.28

     

    AUDIT
      COMMITTEE CHARTER

     

    ORGANIZATION

     

    There
      shall be a committee appointed by the Board of Directors of StatSure Diagnostic
      Systems, Inc., a Delaware corporation (the "Corporation") of members of the
      Board of Directors all of which shall be non-employee directors to be known
      as
      the audit committee (the "Committee"). The number of Committee members shall
      be
      as determined by the Board of Directors consistent with the Corporation's
      certificate of incorporation and by-laws as amended. The Committee shall be
      composed of directors who are free of any relationship that, in the opinion
      of
      the Board of Directors, would interfere with their exercise of independent
      judgment as a Committee member. All members of the Committee shall have a
      working familiarity with basic finance and accounting practices and at least
      one
      member of the Committee shall be a "financial expert" as defined by the
      Securities and Exchange Commission in its rules. The Committee Chair and members
      shall be designated annually by a majority of the full Board, and may be
      removed, at any time, with or without cause, by a majority of the full Board.
      Vacancies shall be filled by a majority of the full Board.

     

    STATEMENT
      OF PURPOSE

     

    The
      Committee shall provide assistance to the Board of Directors in fulfilling
      its
      responsibility to the shareholders, potential shareholders and investment
      community relating to corporate accounting, reporting practices of the
      Corporation, the quality and integrity of the financial reports of the
      Corporation and the Corporation's compliance with legal and regulatory
      requirements. In so doing, it is the responsibility of the Committee to maintain
      free and open means of communication among the directors, the independent
      auditors and the financial management of the Corporation.

     

    RESPONSIBILITIES

     

    In
      carrying out its responsibilities, the Committee believes its policies and
      procedures should remain flexible, in order to best react to changing conditions
      and to ensure to the directors and shareholders that the corporate accounting
      and reporting practices of the Corporation are in accordance with all
      requirements and are of the highest quality. In carrying out these
      responsibilities, the Committee will:

     

    Serve
      as
      an independent and objective party to monitor the Corporation's financial
      reporting process and internal control system and complaints or concerns
      relating thereto.

     

    Recommend,
      for shareholder approval, the independent auditor to examine the Corporation's
      accounts, controls and financial statements; the Committee shall have the sole
      authority and responsibility to select, evaluate and, if necessary, replace
      the
      independent auditor; the Committee shall have the sole authority to approve
      all
      audit engagement fees and terms; the Committee, or a member of the Committee,
      must pre-approve any non-audit service provided to the Corporation by the
      Corporation's independent auditor.

     

    Meet
      with
      the independent auditors and financial management of the Corporation to review
      the scope of the proposed audit for the current year and the audit procedures
      to
      be utilized, and at the conclusion thereof review such audit, including any
      comments or recommendations of the independent auditors.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Obtain
      and review, at least annually, a formal written report from the independent
      auditor setting forth its internal quality-control procedures and material
      issues raised in the prior five years by its internal quality-control reviews
      and their resolution; the Committee will review at least annually all
      relationships between the independent auditor and the Corporation.

     

    Ensure
      that the lead audit partner assigned by the independent auditor as well as
      the
      audit partner responsible for reviewing the audit of the Corporation's financial
      statements be changed at least every five years.

     

    Review
      and appraise the audit efforts of independent auditors of the Corporation and,
      where appropriate, recommend the replacement of the independent
      auditors.

     

    Consider
      and approve, if appropriate, major changes to the Corporation's accounting
      principles and practices as suggested by the independent auditors or
      management.

     

    Establish
      regular and separate systems of reporting to the Committee by management and
      the
      independent auditors regarding any significant judgments made in management's
      preparation of the financial statements and the view of each as to
      appropriateness of such judgments and additional items as required under the
      Sarbanes-Oxley Act, including critical accounting policies.

     

    Review
      with the independent auditors and financial accounting personnel the adequacy
      and effectiveness of the accounting and financial controls of the Corporation,
      and elicit any recommendations for the improvement of such internal control
      procedures or particular areas where new or more detailed controls or procedures
      are desirable; particular emphasis should be given to the adequacy of such
      internal controls to assess and manage financial risk exposure and to expose
      any
      payments, transactions or procedures that might be deemed illegal or otherwise
      improper.

     

    Review
      the financial statements contained in the annual report and quarterly report
      to
      shareholders with management and the independent auditors to determine that
      the
      independent auditors are satisfied with the disclosure and content of the
      financial statements to be presented to the shareholders.

     

    Prepare
      and publish an annual Committee report in the proxy statement of the
      Corporation.

     

    Review
      with management of the Corporation any financial information, earnings press
      releases and earnings guidance filed with the Securities and Exchange Commission
      or disseminated to the public, including any certification, report, opinion
      or
      review rendered by the independent auditors.

     

    Provide
      sufficient opportunity for the independent auditors to meet with the members
      of
      the Committee without members of management present. Among the items to be
      discussed in these meetings are the independent auditors' evaluation of the
      Corporation's financial, accounting and auditing personnel, and the cooperation
      that the independent auditors received during the course of the
      audit.

     

    Establish
      procedures for receiving and treating 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.

     

    Submit
      the minutes of all meetings of the Committee to, or discuss the matters
      discussed at each Committee meeting with, the Board of Directors.

     

    Investigate
      any matter brought to its attention within the scope of its duties, with the
      power to retain outside advisors for this purpose if, in its judgment,
      appropriate.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    COMMITTEE
      PERFORMANCE EVALUATION

     

    The
      Committee shall annually conduct an evaluation of its performance in fulfilling
      its responsibilities and meeting its goals, as outlined above.

     

    MEETINGS

     

    A
      majority of Committee members shall constitute a quorum for the transaction
      of
      business. The action of a majority of those present at a meeting at which a
      quorum is attained shall be the act of the Committee. The Committee may delegate
      matters within its responsibility to subcommittees composed of certain of its
      members. The Committee shall meet in executive session without the presence
      of
      any members of management as often as it deems appropriate. The Committee shall
      meet as required, keep a record of its proceedings, if appropriate or needed,
      and report thereon from time to time to the Board of Directors.