Exhibit 99.1
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                           Levcor International, Inc.

                    Audit Committee of the Board of Directors

                                     Charter

I.     PURPOSE

The Audit Committee is a committee of the Board of Directors. It shall provide
assistance to the Board in fulfilling the Board's oversight functions relating
to the quality and integrity of the Company's financial reports, monitor the
Company's financial reporting process and internal control system, and perform
such other activities consistent with this Charter and the Company's By-laws as
the Committee or the Board deems appropriate. It shall have such additional
functions as are provided by the NASDAQ, the Securities and Exchange Commission
and the federal securities laws.

II.    COMPOSITION

The Audit Committee shall be composed of three or more directors, none of whom
shall be an employee of the Company and each of whom shall meet the applicable
independence requirements of the NASDAQ and the Securities Exchange Act of 1934
(the "Exchange Act"). All members of the Committee shall be financially
literate, and at least one member shall have accounting or related financial
management expertise.

The members of the Audit Committee shall be elected by the Board of Directors at
the annual organizational meeting of the Board and shall serve until the next
annual organizational meeting or until their respective successors shall be duly
elected and qualified.

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III.   MEETINGS

The Audit Committee shall meet at least three times annually. In addition to
other matters considered at such meetings, one meeting shall review the audit
plan of the outside auditing firm, one meeting shall review the Company's annual
audited financial statements prior to their issuance, and one meeting shall
review the post-audit findings of the outside auditing firm. At least annually,
the Committee shall meet with the outside auditing firm in a separate executive
session to discuss any matters that the Committee or said firm believes should
be discussed privately with the Committee. A quorum for the meetings referred to
in this paragraph shall be a majority of the members.

The Audit Committee shall also meet at least three times annually to confer with
the outside auditing firm and management to review the Company's interim
financial results prior to their public announcement. A quorum for the meetings
referred to in this paragraph shall be one of the members.

The Audit Committee may also hold any special meetings as may be called by the
Chairman of the Committee, a majority of the members of the Committee or at the
request of the outside auditing firm or management. Members of senior
management, the outside auditing firm, and others may attend meetings of the
Committee at the invitation of the Committee and shall provide pertinent
information as necessary.

The Chairman of the Audit Committee shall set the agenda of each meeting and
arrange for the distribution of the agenda, together with supporting material,
to the Committee members prior to each meeting. The Chairman will also cause
minutes of each meeting to be prepared and circulated to the Committee members.
The Committee may meet via telephone conference calls.

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The Audit Committee shall report regularly to the Board of Directors as to its
activities.

IV.    RELATIONSHIP WITH OUTSIDE AUDITING FIRM

The outside auditing firm is ultimately accountable to the Board of Directors
and the Audit Committee, as representatives of the Company's stockholders, but
shall report directly to the Committee. The Committee shall be directly
responsible for the appointment, compensation and oversight of the work of the
outside auditing firm (including resolution of disagreements between management
of the Company and the outside auditing firm regarding financial reporting) for
the purpose of preparing or issuing an audit report or related work. All
auditing services and non-audit services provided to the Company by the outside
auditing firm shall be preapproved by the Committee. The Committee may delegate,
subject to any rules or limitations it may deem appropriate, to one or more
designated members of the Committee the authority to grant such preapprovals;
provided, however, that the decisions of any member to whom authority is so
delegated to preapprove an activity shall be presented to the Committee at its
next scheduled meeting.

V.     FUNCTIONS

The Audit Committee's primary functions are to:

Documents/Reports Review
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       1.   Review and assess the adequacy of this Charter at least annually.

       2.   Review all public announcements of financial results prior to any
            release to the public or investors.

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       3.   Review all quarterly and annual financial statements and reports
            (including disclosures under Management's Discussion and Analysis of
            Financial Condition and Results of Operations) prior to any filing
            of Forms 10-Q or 10-K with the Securities and Exchange Commission.

       4.   Recommend to the Board of Directors that the audited financial
            statements be included in the Company's annual report on Form 10-K
            for filing with the Securities and Exchange Commission.

       5.   Prepare the report of the Audit Committee required to be included in
            the Company's proxy statement in connection with the annual
            stockholders meeting.

Outside Auditing Firm
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       6.   Approve the appointment and compensation of the outside auditing
            firm prior to any engagement.

       7.   Review all relationships the outside auditing firm has with the
            Company to determine their independence and obtain and review a
            report from the outside auditing firm concerning the auditors'
            internal quality control procedures; any material issues raised by
            the most recent internal quality-control review, or peer review, of
            the firm, 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. The outside
            auditing firm shall annually provide to the Audit Committee a
            written statement delineating all such relationships.

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       8.   Review the annual audit plan of the outside auditing firm and
            evaluate their performance.

       9.   Review the experience and qualifications of the senior members of
            the outside auditing firm team.

       10.  Obtain and review a report from the outside auditing firm at least
            annually as to (a) all critical accounting policies to be used, (b)
            all alternative treatments of financial information within generally
            accepted accounting principles that have been discussed with
            management of the Company, the ramifications of the use of such
            alternative disclosures and treatments and the treatment preferred
            by the outside auditing firm, and (c) other material written
            communications between the outside auditing firm and management of
            the Company, including management letters and schedules of
            unadjusted differences.

       11.  Require the rotation of the lead audit partner on a regular basis in
            accordance with the requirements of the Exchange Act.

       12.  Review the Company's hiring of employees or former employees of the
            outside auditing firm who participated in any capacity in the audits
            of the Company.

Financial Reporting Processes
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       13.  Consult with the outside auditing firm concerning the completeness
            and accuracy of the Company's financial statements.

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       14.  Consult with the outside auditing firm concerning the quality of the
            Company's accounting principles as applied in its financial
            statements and reporting.

       15.  Review any significant judgments made in management's preparation of
            the financial statements and the view of the outside auditing firm
            as to the appropriateness of such judgments.

       16.  Review any significant difficulties encountered during the course of
            the audit or review, including any restrictions on the scope of the
            outside auditing firm' work or access to reviewed information.

       17.  Review any disagreements between management and the outside auditing
            firm in connection with any public announcements of financial
            results and quarterly and annual financial statements and reports.

       18.  Review changes to the Company's accounting principles as recommended
            by the outside auditing firm or management.

       19.  Review with the outside auditing firm the adequacy of the Company's
            system of internal controls and disclosure controls and procedures,
            including computerized information system controls and security, and
            any related significant findings and recommendations of the outside
            auditing firm, together with management's responses thereto.

       20.  Review periodically with the Company's counsel, legal and regulatory
            matters that could have a significant effect on the Company's
            financial statements.

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       21.  Discuss with management and the outside auditing firm the effect of
            regulatory and accounting initiatives as well as off-balance sheet
            structures on the Company's financial statements.

Other
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       22.  Review periodically the Company's compliance with its Conflict of
            Interest policy.

       23.  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.

       24.  Discuss the Company's policies with respect to risk assessment and
            risk management.

       25.  Perform an annual evaluation of the Audit Committee.

       26.  Investigate any other matter brought to its attention within the
            scope of its duties which it deems appropriate for investigation.

The Audit Committee shall have such other functions as are provided by the
NASDAQ, the Securities and Exchange Commission and the federal securities laws.

The Audit Committee shall have the authority to engage outside legal, accounting
or other advisors as it determines necessary to carry out its functions.

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Limitation of Audit Committee's Role
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The Company's management has the primary responsibility for the financial
statements and the reporting process, including the Company's system of internal
controls and disclosure controls and procedures. The outside auditing firm
audits the Company's financial statements and expresses an opinion on the
financial statements based on the audit. The Audit Committee oversees (i) the
accounting and financial reporting processes of the Company and (ii) the audits
of the financial statements of the Company on behalf of the Board of Directors.

While the Audit Committee has the functions set forth in this Charter, it is not
the duty of the Audit Committee 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
rules and regulations. The responsibility to plan and conduct audits is that of
the outside auditing firm. The Company's management has the responsibility to
determine that the Company's disclosures and financial statements are complete
and accurate and in accordance with generally accepted accounting principles. It
is also not the duty of the Audit Committee to assure the Company's compliance
with laws and regulations or compliance with the Company's code of ethical
conduct. The primary responsibility for these matters rests with the Company's
management.

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