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Exhibit 10.1    
    


AMERICAN DG ENERGY INC.  


Audit Committee Charter


Purpose  



The
purpose of the Audit Committee is to assist the Board of Directors in overseeing the Company's accounting and financial reporting processes and the audits of the Company's financial statements. 




Structure and Membership  



Number.    Except as otherwise permitted by the applicable Nasdaq rules, the Audit Committee shall consist of at least three members of the
Board of Directors. 


Independence.    Except as otherwise permitted by the applicable Nasdaq rules, each member of the Audit Committee shall be independent as
defined by Nasdaq rules, meet the criteria for independence set forth in Rule 10A-3(b)(l) under the Securities Exchange Act (subject to the exemptions provided in
Rule 10A-3(c) under such Act), and 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 three years. 


Financial Literacy.    Each member of the Audit Committee must be able to read and understand fundamental financial statements, including the
Company's balance sheet, income statement, and cash flow statement, at the time of his or her appointment to the Audit Committee. In addition, at least one member must 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. Unless otherwise determined by the Board of Directors
(in which case disclosure of such determination shall be made in the Company's annual report filed with the Securities and Exchange Commission), at least one member of the Audit Committee shall
be an "audit committee financial expert" (as defined by applicable Securities and Exchange Commission rules). 


Chair.    Unless the Board of Directors elects a Chair of the Audit Committee, the Audit Committee shall elect a Chair by
majority vote. 


Compensation.    The compensation of Audit Committee members shall be as determined by the Board of Directors. No member of the Audit
Committee may receive, directly or indirectly, any consulting, advisory or other compensatory fee from the Company or any of its subsidiaries, other than fees paid in his or her capacity as a member
of the Board of Directors or a committee of the Board. 


Selection and Removal.    Members of the Audit Committee shall be appointed by the Board of Directors. The Board of Directors may remove
members of the Audit Committee from such committee, with or without cause. 



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Authority and Responsibilities  


General




The
Audit Committee shall discharge its responsibilities, and shall assess the information provided by the Company's management and the independent auditor, in accordance with its business judgment.
Management is responsible for the preparation, presentation, and integrity of the Company's financial statements and for the appropriateness of the accounting principles and reporting policies that
are used by the Company. The independent auditors are responsible for auditing the Company's financial statements and for reviewing the Company's unaudited interim financial statements. The authority
and responsibilities set forth in this Charter do not reflect or create any duty or obligation of the Audit Committee to plan or conduct any audit, to determine or certify that the Company's financial
statements are complete, accurate, fairly presented, or in accordance with generally accepted accounting principles or applicable law, or to guarantee the independent auditor's report. 




Oversight
of Independent Auditors 



Selection.    The Audit Committee shall be solely and directly responsible for appointing, evaluating, retaining and, when necessary,
terminating the engagement of the independent auditor. The Audit Committee may, in its discretion, seek stockholder ratification of the independent auditor it appoints. 


Independence.    The Audit Committee shall take, or recommend that the full Board of Directors take, appropriate action to oversee the
independence of the independent auditor. In connection with this responsibility, the Audit Committee shall obtain and review a formal written statement from the independent auditor describing all
relationships between the auditor and the Company, including the disclosures required by Independence Standards Board Standard No. 1. The Audit Committee shall actively engage in dialogue with
the auditor concerning any disclosed relationships or services that might impact the objectivity and independence of the auditor. 


Compensation.    The Audit Committee shall have sole and direct responsibility for setting the compensation of the independent auditor. The
Audit Committee is empowered, without further action by the Board of Directors, to cause the Company to pay the compensation of the independent auditor established by the Audit Committee. 


Preapproval of Services.    The Audit Committee shall preapprove all audit services to be provided to the Company, whether provided by the
principal auditor or other firms, and all other services (review, attest and non-audit) to be provided to the Company by the independent auditor; provided,
however, that de minimis non-audit services may instead be approved in accordance with applicable Securities and Exchange Commission rules. 


Oversight.    The independent auditor shall report directly to the Audit Committee, and the Audit Committee shall have sole and direct
responsibility for overseeing the work of the independent auditor, including resolution of disagreements between Company management and the independent auditor regarding financial reporting. In
connection with its oversight role, the Audit Committee shall, from time to time as appropriate, receive and consider the reports required to be made by the independent auditor regarding: 


	•
	critical
accounting policies and practices;



	•
	alternative
treatments within generally accepted accounting principles for policies and practices related to material items that have been discussed with Company management,
including ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor; and



	•
	other
material written communications between the independent auditor and Company management. 



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Audited
Financial Statements 



Review and Discussion.    The Audit Committee shall review and discuss with the Company's management and independent auditor the Company's
audited financial statements, including the matters about which Statement on Auditing Standards No. 61 (Codification of Statements on Auditing Standards, AU §380) requires
discussion. 


Recommendation to Board Regarding Financial Statements.    The Audit Committee shall consider whether it will recommend to the Board of
Directors that the Company's audited financial statements be included in the Company's Annual Report on Form 10-K. 


Audit Committee Report.    The Audit Committee shall prepare an annual committee report for inclusion where necessary in the proxy statement
of the Company relating to its annual meeting of security holders. 




Review
of Other Financial Disclosures 



Independent Auditor Review of Interim Financial Statements.    The Audit Committee shall direct the independent auditor to use its best
efforts to perform all reviews of interim financial information prior to disclosure by the Company of such information and to discuss promptly with the Audit Committee and the Chief Financial Officer
any matters identified in connection with the auditor's review of interim financial information which are required to be discussed by applicable auditing standards. The Audit Committee shall direct
management to advise the Audit Committee in the event that the Company proposes to disclose interim financial information prior to completion of the independent auditor's review of interim financial
information. 




Controls
and Procedures 



Oversight.    The Audit Committee shall coordinate the Board of Directors' oversight of the Company's internal control over financial
reporting, disclosure controls and procedures and code of conduct. The Audit Committee shall receive and review the reports of the CEO and CFO required by Rule 13a-14 of the
Securities Exchange Act. 


Procedures for Complaints.    The Audit Committee shall establish procedures for (a) the receipt, retention and treatment of complaints
received by the Company regarding accounting, internal accounting controls or auditing matters and (b) the confidential, anonymous submission by employees of the Company of concerns regarding
questionable accounting or auditing matters. 


Related-Party Transactions.    The Audit Committee shall review all "related party transactions" (defined as transactions required to be
disclosed pursuant to Item 404 of Regulation S-K promulgated
by the Securities and Exchange Commission) on an ongoing basis, and all such transactions must be approved by the Audit Committee. 



Additional Powers.    The Audit Committee shall have such other duties as may be delegated from time to time by the Board of Directors. 




Procedures and Administration  



Meetings.    The Audit Committee shall meet as often as it deems necessary in order to perform its responsibilities. The Audit Committee may
also act by unanimous written consent in lieu of a meeting. The Audit Committee shall periodically meet separately with (a) the independent auditor and (b) Company management. The Audit
Committee shall keep such records of its meetings as it shall deem appropriate. 


Subcommittees.    The Audit Committee may form and delegate authority to one or more subcommittees (including a subcommittee consisting of a
single member), as it deems appropriate 



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from
time to time under the circumstances. Any decision of a subcommittee to preapprove audit, review, attest or non-audit services shall be presented to the full Audit Committee at its
next scheduled meeting. 


Reports to Board.    The Audit Committee shall report regularly to the Board of Directors. 


Charter.    At least annually, the Audit Committee shall review and reassess the adequacy of this Charter and recommend any proposed changes
to the Board of Directors for approval. 


Independent Advisors.    The Audit Committee is authorized, without further action by the Board of Directors, to engage such independent
legal, accounting and other advisors as it deems necessary or appropriate to carry out its responsibilities. Such independent advisors may be the regular advisors to the Company. The Audit Committee
is empowered, without further action by the Board of Directors,
to cause the Company to pay the compensation of such advisors as established by the Audit Committee. 


Investigations.    The Audit Committee shall have the authority to conduct or authorize investigations into any matters within the scope of
its responsibilities as it shall deem appropriate, including the authority to request any officer, employee or advisor of the Company to meet with the Audit Committee or any advisors engaged by the
Audit Committee. 


Funding.    The Audit Committee is empowered, without further action by the Board of Directors, to cause the Company to pay the ordinary
administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties. 



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Exhibit 10.1