BIOSPECIFICS TECHNOLOGIES CORP.

AMENDED AND RESTATED AUDIT COMMITTEE CHARTER

Adopted on December 4, 2006 Revised June 17, 2009

|1. | Purpose of the Audit
  Committee                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | 1.1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | 1.2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | 1.3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | 1.4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|2. | Committee Membership                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The Committee shall be comprised of at least three
      directors determined by the Board. All members of the Committee must each
      be independent. To be considered independent, each Committee member must meet
      the independence requirements of the Sarbanes-Oxley Act of 2002 (SOX) and
      the rules and regulations of the Commission as well as any applicable
      securities exchange or market requirements. Each member shall be
      financially literate, as defined by the Commission, or must become
      financially literate within a reasonable period of time after their
      appointment to the Committee.

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|3. | Committee
      Composition/Compensation
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|   | 3.1.                                    
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|   | 3.2.                                    
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|   | 3.3.                                    
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|4. | Meetings                                
|   |                                         
|   | 4.1.                                    
|   |                                         
|   | 4.2.                                    
|   |                                         
|   | 4.3.                                    

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|   | 4.4.                 | The Committee is authorized to adopt its own rules of
      procedure not inconsistent with (a) any provision of this Charter, (b) any
      provision of the Bylaws of the Company, or (c) the laws of the State of
      Delaware.                                                                                                                                                                                                                                                                                                                                                                                                                                             
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|   |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | 4.5.                 | The Chairman of the Committee is to be notified directly
      by the principal financial officer and the Independent Auditor (1) to
      review items of a sensitive nature that can impact the accuracy of
      financial reporting or (2) to discuss significant issues relative to the
      overall Board responsibility that have been communicated to management
      but, in their judgment, may warrant follow-up by the Committee.                                                                                                                                                                                                                                  
|   |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|5. | Authority           
|   |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | 5.1.                 | The Committee will have the resources and authority
      necessary to discharge its duties and responsibilities. The Committee
      shall have the authority to engage independent legal, accounting and other
      advisers, as it determines necessary to carry out its duties. The
      Committee shall have sole authority to approve related fees and retention
      terms. Any communications between the Committee and legal counsel in the
      course of obtaining legal advice will be considered privileged
      communications of the Company and the Committee will take all necessary
      steps to preserve the privileged nature of those communications.
|   |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | 5.2.                 | The Committee may form and delegate authority to
      subcommittees and may delegate authority to one or more designated members
      of the Committee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|6. | Responsibilities    
|   |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The Audit Committee:
|   |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | 6.1.                 | is directly responsible for the appointment, replacement,
      compensation, and oversight of the work of the Independent Auditor. The
      Independent Auditor shall report directly to the Committee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | 6.2.                 | obtains and reviews annually a report by the Independent
      Auditor describing the firm's internal quality-control procedures; any
      material issues raised by the most recent internal quality-control review
      or peer review or by any inquiry or investigation by governmental or
      professional authorities, within the preceding five years, respecting one
      or more independent audits carried out by the firm, and any steps taken to
      deal with any such issues.                                                                                                                                                                               

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| | 6.3. | reviews and discusses with the Independent Auditor the
      written statement from the Independent Auditor concerning any relationship
      between the auditor and the Company or any other relationships that may
      adversely affect the independence of the auditor, and, based on such
      review, assesses the independence of the auditor.                                                                                                                                                                   
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| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 6.4. | establishes policies and procedures for the review and
      pre-approval by the Committee of all auditing services and permissible
      non-audit services (including the fees and terms thereof) to be performed
      by the Independent Auditor.                                                                                                                                                                                                                                                                      
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 6.5. | reviews and discusses with the Independent Auditor: (a)
      its audit plans, and audit procedures, including the scope, fees and
      timing of the audit; (b) the results of the annual audit examination and
      accompanying management letters; and (c) the results of the Independent
      Auditor's procedures with respect to interim periods.                                                                                                                                                                
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 6.6. | reviews and discusses reports from the Independent
      Auditors on (a) all critical accounting policies and practices used by the
      Company, (b) alternative accounting treatments within GAAP related to
      material items that have been discussed with management, including the
      ramifications of the use of the alternative treatments and the treatment
      preferred by the Independent Auditor, and (c) other material written
      communications between the Independent Auditor and management.
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 6.7. | reviews and discusses with the Independent Auditor the
      Independent Auditor's judgments as to the quality, not just the
      acceptability, of the Company's accounting principles and such further
      matters as the Independent Auditors present the Committee under generally
      accepted auditing standards.                                                                                                                                                                                               
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 6.8. | discusses with management and the Independent Auditor
      quarterly earnings press releases, including the interim financial
      information and Business Outlook included therein, reviews the year-end
      audited financial statements and "Management's Discussion and Analysis of
      Financial Condition and Results of Operations" and, if deemed appropriate,
      recommends to the Board that the audited financial statements be included
      in the Annual Report on Form 10-KSB for the year.      
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 6.9. | reviews and discusses with management and the Independent
      Auditor various topics and events that may have significant financial
      impact on the Company or that are the subject of discussions between
      management and the Independent Auditors.                                                                                                                                                                                                                                                            

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| | 6.10. | reviews and discusses with management the Company's major
      financial risk exposures and the steps management has taken to monitor and
      control such exposures.                                                                                                                                                                                                                                                                                                                                                                                          
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| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 6.11. | reviews and approves or disapproves related-party
      transactions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 6.12. | reviews and discusses with management, the Independent
      Auditor, and the Company's principal financial officer: (a) the adequacy
      and effectiveness of the Company's internal controls (including any
      significant deficiencies and significant changes in internal controls
      reported to the Committee by the Independent Auditor or management); (b)
      the Company's internal audit procedures; and (c) the adequacy and
      effectiveness of the Company's disclosures controls and procedures, and
      management reports thereon.
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 6.13. | reviews annually with the principal financial officer the
      scope of the internal audit program, and reviews annually the performance
      of both the internal audit staff and the Independent Auditor in executing
      their plans and meeting their objectives.                                                                                                                                                                                                                                                                                         
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 6.14. | reviews matters related to the corporate compliance
      activities of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 6.15. | establishes procedures for the receipt, retention and
      treatment of complaints received by the Company regarding accounting,
      internal accounting controls, or auditing matters, and the confidential,
      anonymous submission by employees of concerns regarding questionable
      accounting or auditing matters.                                                                                                                                                                                                                                 
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 6.16. | establishes policies for the hiring of employees and
      former employees of the Independent Auditor.                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 6.17. | publishes the report of the Committee required by the
      rules of the Commission to be included in the Company's annual proxy
      statement.                                                                                                                                                                                                                                                                                                                                                                                                                 
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 6.18. | when appropriate, designates one or more of its members
      to perform certain of its duties on its behalf, subject to such reporting
      to or ratification by the Committee as the Committee shall
  direct.                                                                                                                                                                                                                                                                                                                                                
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 6.19. | will engage in an annual self-assessment with the goal of
      continuing improvement, and will annually review and reassess the adequacy
      of its charter, and recommends any changes to the full
  Board.                                                                                                                                                                                                                                                                                                                                                  

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