EXHIBIT 10.9


                           CHARTER OF AUDIT COMMITTEE

                          OF THE BOARD OF DIRECTORS OF

                            LEXINGTON RESOURCES, INC.


ORGANIZATION

         This Charter governs the operations of the Audit Committee of Lexington
Resources, Inc., a Nevada corporation (the "Company"). The purpose of the Audit
Committee is to oversee the accounting and financial reporting processes of the
Company and the audits of the financial statements of the Company and to perform
such other duties as directed by the Board of Directors. The Audit Committee
shall review and reassess the Charter at least annually and obtain the approval
of the Board of Directors of the Company. The Audit Committee shall meet at
least four times per year.

         The Audit Committee shall be appointed by the Board of Directors, and
shall consist of at least three directors. The Board of Directors shall appoint
one member of the Audit Committee as chairperson. He or she shall be responsible
for presiding over the meetings and reporting to the Board of Directors. The
chairperson shall also maintain regular liaison with the Chief Executive Officer
and the Chief Financial Officer of the Company, and the lead independent audit
partner.

         All Audit Committee members shall be financially literate and able to
read and understand fundamental financial statements, including a company's
balance sheet, income statement and cash flow statement. At least one member
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.

         Each member of the Audit Committee shall be independent of management
and the Company and shall: (i) be free of any relationship which, in the opinion
of the Board of Directors, would interfere with the exercise of independent
judgment in carrying out the responsibilities of a director; (ii) meet the
definition of "independent director" as set forth in the Marketplace Rules of
The Nasdaq Stock Market; (iii) meet the criteria for independence set forth in
Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (subject
to the exceptions provided in Rule 10A-3(c); and (iv) not have participated in
the preparation of the financial statements of the Company or any current
subsidiary of the Company at any time during the past two years.


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STATEMENT OF POLICY

         The Audit Committee shall provide assistance to the Board of Directors
in fulfilling their oversight responsibilities to the shareholders, potential
shareholders, the investment community, and others relating to the Company's
financial statements and the financial reporting process, the systems of
internal accounting and financial controls, the internal audit function, the
annual independent audit of the Company's financial statements, and the legal
compliance and ethics programs established by management and the Board of
Directors.

         The Audit Committee is expected to maintain free and open communication
(including private executive sessions at least annually) with the independent
accountants and the management of the Company. In discharging this oversight
role, the Audit Committee is empowered to investigate any matter brought to its
attention with full access to all books, records, facilities, and personnel of
the Company and the power to retain outside counsel or other experts for this
purpose. Subject to the exemptions provided in Rule 10A-3(c), the Audit
Committee has the authority to engage independent counsel and other advisers, as
it deems necessary to carry out its duties. Subject to the exemptions provided
in Rule 10A-3(c), the Company will provide for appropriate funding, as
determined by the Audit Committee, in its capacity as a committee of the Board
of Directors, for payment of: (i) compensation to any registered public
accounting firm engaged for the purpose of preparing or issuing an audit report
or performing other audit, review or attest services for the Company; (ii)
compensation to any advisers employed by the Audit Committee under the previous
sentence; and (iii) ordinary administrative expenses of the Audit Committee that
are necessary or appropriate in carrying out its duties.

RESPONSIBILITIES AND PROCESSES

         The primary responsibility of the Audit Committee is to oversee the
Company's financial reporting process on behalf of the Board of Directors and
report the results of their activities to the Board of Directors. Management is
responsible for preparing the Company's financial statements, and the
independent auditors are responsible for reviewing and auditing those financial
statements. The Audit Committee as carrying out its responsibilities believes
its policies and procedures should remain flexible, in order to best react to
changing conditions and circumstances. The Audit Committee should take the
appropriate actions to set the overall corporate "tone" for quality financial
reporting, sound business risk practices, and ethical behavior.


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         The following shall be the principal recurring processes of the Audit
Committee in carrying out its oversight responsibilities. The processes are set
forth as a guide with the understanding that the Audit Committee may supplement
them as appropriate.

         INDEPENDENT AUDITOR EVALUATION AND APPROVAL OF AUDIT AND NON-AUDIT
         SERVICES

          o    The  Audit  Committee  shall  have  the  ultimate  authority  and
               responsibility to evaluate and, where appropriate,  recommend the
               replacement  of the  independent  auditors.  The Audit  Committee
               shall  ensure that  (pursuant  to and  subject to the  exceptions
               contained  in  Section  10A(i)  of the  Exchange  Act)  before an
               independent  auditor is engaged by the Company to render audit or
               non-audit  services,  the  engagement  is  approved  by the Audit
               Committee or the engagement to render the service is entered into
               pursuant to pre-approved  policies and procedures  established by
               the  Audit   Committee   pursuant   to   Regulation   S-X,   Item
               2-01(c)(7)(i).  The Audit  Committee  may delegate to one or more
               designated  members of the Audit  Committee  who are  independent
               directors  of the  Board  of  Directors  the  authority  to grant
               pre-approvals  required by this  paragraph.  The decisions of any
               member to whom  authority  is delegated  under this  paragraph to
               pre-approve  any activity under this paragraph shall be presented
               to the full Audit  Committee at each of its  scheduled  meetings.
               Annually,  the Audit  Committee shall review and recommend to the
               Board of Directors  the  selection of the  Company's  independent
               auditors, subject to shareholder approval.

          o    The Audit  Committee  is  authorized  to  approve a  director  of
               internal   audit  and   review  and  have  veto  power  over  the
               appointment,   replacement,  reassignment  or  dismissal  of  the
               director of internal audit.

         PLANNING AND REVIEWING AUDITING ACTIVITIES

          o    The Audit  Committee  shall maintain a clear  understanding  with
               management of the Company and the  independent  auditors that the
               independent  auditors are ultimately  accountable to the Board of
               Directors  and the Audit  Committee,  as  representatives  of the
               Company's  shareholders.  The Audit  Committee shall discuss with
               the auditors their  independence  from management and the Company
               and the matters included in the written  disclosures  required by
               the  Independence  Standards  Board.  The Audit  Committee  shall
               discuss with the independent auditors the overall scope and plans
               for their respective  audits,  including the adequacy of staffing
               and  compensation.  Also, the Audit  Committee shall discuss with
               management  and  the   independent   auditors  the  adequacy  and
               effectiveness of the accounting and financial controls, including
               the Company's  system to monitor and manage  business  risk,  and
               legal  and  ethical  compliance  programs.   Further,  the  Audit
               Committee shall meet  separately  with the independent  auditors,
               with and without  management  present,  to discuss the results of
               their examinations.


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          o    The Audit Committee shall receive from the independent auditors a
               formal  written  statement  (including  the written  disclosures)
               delineating all  relationships  between the independent  auditors
               and the Company,  consistent  with  Independence  Standards Board
               Standard  No.  1,  and  actively  engage  in  dialogue  with  the
               independent  auditors with respect to the  independent  auditors'
               independence and any disclosed relationships or services that may
               impact  the  objectivity  and  independence  of  the  independent
               auditors,  and taking or recommending that the Board of Directors
               take  appropriate  action  to  oversee  the  independence  of the
               independent auditors.

          o    The  Audit  Committee  shall  oversee  the  independent  auditors
               relationship by: (i) discussing with the independent auditors the
               nature, scope and rigor of the audit process;  (ii) receiving and
               reviewing audit and other reports from the independent  auditors;
               and (iii) providing the  independent  auditors full access to the
               Audit  Committee  and the Board of Directors to report on any and
               all appropriate  matters.  Such reports shall include any reports
               from  the  independent  auditors  concerning:  (i)  all  critical
               accounting   policies  and   practices  to  be  used;   (ii)  all
               significant  or  material  alternative  treatments  of  financial
               information within generally accepted accounting  principles that
               have been discussed with management,  ramifications of the use of
               such  alternative  disclosures and treatments,  and the treatment
               preferred by the  independent  auditor;  and (iii) other material
               written   communications  between  the  independent  auditor  and
               management  of the  Company,  such as any  management  letter  of
               schedule of unadjusted differences.

         REVIEW OF UNAUDITED AND AUDITED FINANCIAL STATEMENTS

          o    The Audit Committee shall review the interim financial statements
               with management and the independent  auditors prior to the filing
               of the  Company's  Quarterly  Reports on Form 10-QSB.  Also,  the
               Audit Committee shall discuss the results of the quarterly review
               and any other matters  required to be  communicated  to the Audit
               Committee by the independent  auditors under  generally  accepted
               auditing  standards.  The  chairperson of the Audit Committee may
               represent  the entire  Audit  Committee  for the purposes of this
               review.

          o    The  Audit   Committee  shall  review  with  management  and  the
               independent  auditors the financial  statements to be included in
               the  Company's  Annual  Report on Form  10-KSB,  including  their
               judgment about the quality, not just acceptability, of accounting
               principles,  the reasonableness of significant judgments, and the
               clarity of the disclosures in the financial statements. Also, the
               Audit Committee shall discuss the results of the annual audit and
               any  other  matters  required  to be  communicated  to the  Audit
               Committee by the independent  auditors under  generally  accepted
               auditing standards.


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               These  discussions  should  include  the  independent   auditors'
               judgments   about  the  quality  of  the   Company's   accounting
               principles,   applications   and  practices  as  applied  in  its
               financial reporting, including such matters as the consistency of
               application of the Company's  accounting  policies,  the clarity,
               consistency  and   completeness   of  the  Company's   accounting
               information  contained in the  financial  statements  and related
               disclosures,  and  items  that have a  significant  impact on the
               representational  faithfulness,   verifiability,  neutrality  and
               consistency  of  the  accounting   information  included  in  the
               financial  statements.  Examples  of items  that may have such an
               impact are:  (i)  selection  of new,  or changes  to,  accounting
               policies;  (ii)  estimates,  judgments and  uncertainties;  (iii)
               unusual  transactions;   (iv)  accounting  policies  relating  to
               significant  financial  statement items,  including the timing of
               transactions  and the  period  in which  they are  recorded;  (v)
               significant adjustments; and (vi) disagreements with management.

         REVIEW OF CONFLICTS OF INTEREST/LITIGATION

          o    The Audit Committee shall review policies and procedures covering
               officers' expense accounts and prerequisites, including their use
               of  corporate  assets,  and consider the results of any review of
               those areas by the internal auditor or the independent auditors.

          o    The Audit  Committee  shall conduct an appropriate  review of all
               related party  transactions  required to be disclosed pursuant to
               Regulation  S-K,  Item  404 of the  Securities  Act of  1933,  as
               amended,  for  potential  conflict of interest  situations  on an
               ongoing basis and approving all such transactions.

          o    The Audit  Committee  shall discuss with management the status of
               pending litigation as it pertains to the financial statements and
               disclosure,  and other areas of oversight as the Audit  Committee
               deems appropriate.

         COMPLIANCE WITH LAW AND PROCEDURES FOR HANDLING COMPLAINTS ABOUT
         ACCOUNTING MATTERS

          o    The Audit  Committee  shall review legal and  regulatory  matters
               that  may  have a  material  effect  on the  Company's  financial
               statements,  compliance  policies  and  programs and reports from
               regulators.

          o    The  Audit  Committee  shall  establish  procedures  for  (i) the
               receipt,  retention and  treatment of complaints  received by the
               Company regarding  accounting,  internal  accounting  controls or
               auditing matters; and (ii) the confidential, anonymous submission
               by  employees of the Company of concerns  regarding  questionable
               accounting  or  auditing   matters  (subject  to  the  exemptions
               provided in Rule 10A-3(c)).


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         PERIODIC REPORTS TO THE BOARD OF DIRECTORS

          o    The Audit  Committee  shall review the annual budget  prepared by
               management  and make  recommendations  as indicated to management
               and the Board of Directors.

          o    The Audit  Committee  shall report its activities to the Board of
               Directors and issue annually a report.

          o    The Audit Committee shall review and update the Audit Committee's
               charter annually.

RESPONSIBILITIES OF OTHERS

      While the Audit Committee has the responsibilities and powers set forth in
this Charter, it is not the duty of the Audit Committee to prepare financial
statements, to plan or conduct audits or to determine that the Company's
financial statements and disclosures are complete and accurate and are in
accordance with generally accepted accounting principles and applicable rule and
regulations. These are the responsibilities of management and the independent
auditors.

      Dated: February __, 2004