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            CHARTER FOR THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

                                       OF

                          TURBODYNE TECHNOLOGIES, INC.

I.     PURPOSE

The Audit Committee (the "Committee") of the Board of Directors (the "Board") of
Turbodyne  Technologies, Inc., a Nevada corporation (the "Company") shall assist
the  Board  of  Directors  with  respect  to  the  Board's  oversight  of:

A.     The  quality  and  integrity  of  the  Company's  financial  statements;

B.     The  Company's  compliance  with  legal  and  regulatory  requirements;

C.     The  independent  auditors'  qualifications  and  independence;  and

D.     The  performance  of  the  Company's  internal  accounting  function  and
independent  auditors.


II.     STRUCTURE AND OPERATIONS

A.     Composition
       -----------

The  Committee  shall  be  comprised  of  two  or  more  members of the Board of
Directors.

B.     Qualifications
       --------------

Each member of the audit committee must be a member of the board of directors of
the  listed issuer, and must otherwise be independent. In order to be considered
to  be independent, a member of an audit committee may not, other than in his or
her  capacity as a member of the audit committee, the board of directors, or any
other  board  committee:

1.   Accept  directly  or  indirectly  any  consulting,  advisory,  or  other
     compensatory  fee  from  the  issuer;  or

2.   Be  an  affiliated  person  of  the  issuer  or  any  subsidiary  thereof.

At  least  one  member  of  the  Committee must be a financial expert.  The term
"financial expert" means a person who has, through education and experience as a
public  accountant  or auditor, or a principal financial officer, controller, or
principal  accounting  officer,  of  a company that, at the time the person held
such  position,  was required to file reports pursuant to section 13(a) or 15(d)
of  the  Securities Exchange Act of 1934, or experience in one or more positions
that  involve  the  performance  of  similar  functions (or that results, in the
judgment of the board of directors, in the person's having similar expertise and
experience),  the  following  attributes:

     (a)  An  understanding  of  generally  accepted  accounting  principles and
          financial  statements;

     (b)  Experience  applying  such generally accepted accounting principles in
          connection  with  the accounting for estimates, accruals, and reserves
          that  are  generally  comparable  to  the  estimates,  accruals,  and
          reserves,  if  any,  used  in  the  registrant's financial statements;

     (c)  Experience  preparing  or  auditing  financial statements that present
          accounting issues that are generally comparable to those raised by the
          registrant's  financial  statements;


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     (d)  Experience  with  internal  controls  and  procedures  for  financial
          reporting;  and

     (e)  An  understanding  of  audit  committee  functions.

Each  member  of  the  Committee  be  able  to  read  and understand fundamental
financial  statements,  including the Company's balance sheet, income statement,
and  cash  flow  statement.

C.     Appointment and Removal
       -----------------------

In  accordance  with  the  By-Laws  of the Company, the members of the Committee
shall be appointed by the Board of Directors and shall serve until such member's
successor  is  duly  elected  and  qualified  or  until  such  member's  earlier
resignation  or  removal.  Any  member  of the Committee may be removed, with or
without  cause,  by  a  majority  vote  of  the  Board  of  Directors.

D.     Chair
       -----

The members of the Committee shall designate a Chair by the majority vote of the
full  Committee  membership.   The  Chair  shall  set  the agendas for and chair
Committee  meetings.

E.     Sub-Committees
       --------------

The  Audit Committee may form and delegate authority to subcommittees consisting
of  one  or  more  members  when  appropriate,  including the authority to grant
preapprovals  of audit and permitted non-audit services, provided that decisions
of  such subcommittee to grant preapprovals shall be presented to the full Audit
Committee  at  its  next  scheduled  meeting.


III.     MEETINGS

The  Committee  shall  meet  at  least  four  times in each fiscal year, or more
frequently  as  circumstances  dictate.  As  part  of  its  goal  to foster open
communication,  the  Committee  may  periodically  meet  separately with each of
management  and  the  independent  auditors  to  discuss  any  matters  that the
Committee  or  any  of  these  groups  believes  would be appropriate to discuss
privately.  In addition, the Committee should meet with the independent auditors
and management annually to review the Company's financial statements in a manner
consistent  with  Section  IV  of  this  Charter.

The  Committee  may  invite  to  its  meetings  any director, any manager of the
Company,  and  any other person whom it deems appropriate to consult in order to
carry  out  its  responsibilities.  The  Committee  may  also  exclude  from its
meetings  any  person  it deems appropriate to exclude in order to carry out its
responsibilities.


IV.     DUTIES

A.     Introduction
       ------------

The following functions shall be the common recurring duties of the Committee in
carrying  out  its purposes outlined in Section I of this Charter.  These duties
should  serve  as  a guide with the understanding that the Committee may fulfill
additional  duties  and  adopt  additional  policies  and  procedures  as may be
appropriate  in  light  of  changing business, legislative, regulatory, legal or
other conditions.  The Committee shall also carry out any other responsibilities
and  duties  delegated to it by the Board of Directors from time to time related
to  the  purposes  of  the  Committee  outlined  in  Section  I of this Charter.


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The  Committee,  in  discharging  its  oversight  role, is empowered to study or
investigate  any  matter  of interest or concern which the Committee in its sole
discretion  deems  appropriate  for  study  or  investigation  by the Committee.

The  Committee  shall  be given full access to the Company's internal accounting
staff,  Board  of  Directors,  managers, other staff and independent auditors as
necessary  to  carry  out  these  duties.  While  acting within the scope of its
stated  purpose,  the  Committee  shall  have  all the authority of the Board of
Directors.

B.     Powers and Responsibilities

The  Committee  will have the following responsibilities and will be vested with
the  powers  and  authorities  set forth below in order to perform and discharge
these  responsibilies:

1.   The Audit Committee shall have the sole authority to appoint or replace the
     independent auditors subject, if applicable, to shareholder ratification as
     required  by  the  Company's  charter.

2.   The  Audit Committee shall be directly responsible for the compensation and
     oversight  of  the work of the independent auditor (including resolution of
     disagreements  between  management  and  the  independent auditor regarding
     financial  reporting)  for  the  purpose  of  preparing or issuing an audit
     report  or  related  work.

3.   The  independent  auditor  shall  report  directly  to the Audit Committee.

4.   The  Committee  shall  approve  all audit engagement fees and terms and all
     significant  non-audit  engagements  with  the  independent  auditors.  The
     Company  shall  provide for appropriate funding, as determined by the Audit
     Committee,  for  payment of compensation to the independent auditor for the
     purpose  of  rendering  or  issuing  an  audit  report  and to any advisors
     employed  by  the  Audit  Committee.

5.   The  Audit  Committee  shall preapprove all auditing services and permitted
     non-audit  services  (including the fees and terms thereof) to be performed
     for  the  Company  by  its  independent  auditor, subject to the de minimus
     exceptions  for non-audit services described in Section 10A(i)(1)(B) of the
     Exchange  Act  which  are  approved  by  the  Audit  Committee prior to the
     completion  of  the  audit.

6.   The  Audit  Committee  shall consult with management but shall not delegate
     these  responsibilities.

7.   The  Audit  Committee  shall  have  the  authority,  to the extent it deems
     necessary  or  appropriate, to retain special independent legal, accounting
     or  other  consultants  to  advise  the  Committee  advisors.

8.   The  Audit  Committee may request any officer or employee of the Company or
     the Company's outside counsel or independent auditor to attend a meeting of
     the  Committee  or  to  meet  with  any  members of, or consultants to, the
     Committee.

9.   The  Audit  Committee shall meet with management, the internal auditors and
     the  independent auditor in separate executive sessions at least quarterly.
     The  Audit  Committee  may  also,  to  the  extent  it  deems  necessary or
     appropriate,  meet  with  the  Company's  investment  bankers  or financial
     analysts  who  follow  the  Company.

10.  The  Audit  Committee  shall  make  regular  reports  to  the  Board.

11.  The  Audit Committee shall review and reassess the adequacy of this Charter
     annually  and  recommend  any  proposed  changes to the Board for approval.


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12.  The  Audit  Committee  shall  annually  review  the  Audit  Committee's own
     performance.

C.     Financial Statement and Disclosure Matters
       ------------------------------------------

The  Audit  Committee,  to  the extent it deems necessary or appropriate, shall:

1.   Review  and  discuss with management and the independent auditor the annual
     audited  financial  statements,  including disclosures made in management's
     discussion  and  analysis,  and  recommend to the Board whether the audited
     financial  statements  should  be  included  in  the  Company's  Form 10-K.

2.   Review  and  discuss  with  management  and  the  independent  auditor  the
     Company's  quarterly  financial  statements prior to the filing of its Form
     10-Q,  including  the  results of the independent auditor's' reviews of the
     quarterly  financial  statements.

3.   Discuss  with  management and the independent auditor significant financial
     reporting  issues  and judgments made in connection with the preparation of
     the  Company's  financial  statements, including any significant changes in
     the  Company's selection or application of accounting principles, any major
     issues  as  to  the  adequacy  of  the  Company's internal controls and any
     special  steps  adopted  in  light  of  material  control  deficiencies.

4.   Review  and  discuss  quarterly  reports  from the independent auditors on:

     (a)  All  critical  accounting  policies  and  practices  to  be  used.

     (b)  All  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.

     (c)  Other  material written communications between the independent auditor
          and  management,  such  as  any  management  letter  or  schedule  of
          unadjusted  differences., the development, selection and disclosure of
          critical  accounting  estimates,  and  analyses  of  the  effect  of
          alternative  assumptions,  estimates  or GAAP methods on the Company's
          financial  statements.

5.   Discuss  with  management  the Company's earnings press releases, including
     the  use  of  "pro  forma"  or  "adjusted" non-GAAP information, as well as
     financial information and earnings guidance provided to analysts and rating
     agencies.  Such  discussion may be done generally (consisting of discussing
     the  types of information to be disclosed and the types of presentations to
     be  made).

6.   Discuss  with  management  and  the  independent  auditor  the  effect  of
     regulatory  and  accounting  initiatives  as  well  as  off-balance  sheet
     structures  on  the  Company's  financial  statements.

7.   Discuss  with  management  the Company's major financial risk exposures and
     the  steps  management  has  taken  to  monitor and control such exposures,
     including  the  Company's  risk  assessment  and  risk management policies.

8.   Discuss  with  the independent auditor the matters required to be discussed
     by  Statement  on  Auditing Standards No. 61 relating to the conduct of the
     audit.  In  particular,  discuss:

     (a)  The adoption of, or changes to, the Company's significant auditing and
          accounting  principles  and  practices as suggested by the independent
          auditor,  internal  auditors  or  management.


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     (b)  The  management  letter  provided  by  the independent auditor and the
          Company's  response  to  that  letter.

     (c)  Any  difficulties  encountered  in  the  course  of  the  audit  work,
          including  any  restrictions  on  the scope of activities or access to
          requested  information,  and  any  significant  disagreements  with
          management.

9.   Review disclosures made to the Audit Committee by the Company's CEO and CFO
     during  their  certification  process for the Form 10-K and Form 10-Q about
     any  significant  deficiencies  in  the  design  or  operation  of internal
     controls  or material weaknesses therein and any fraud involving management
     or  other  employees  who have a significant role in the Company's internal
     controls.

D.     Oversight  of  the  Company's  Relationship  with the Independent Auditor
       -------------------------------------------------------------------------

The  Committee  will:

1.   Review and evaluate the experience and qualifications of the senior members
     lead  partner  of  the  independent  auditor  team.

2.   Obtain  and  review a report from the independent auditor at least annually
     regarding:

     (a)  the  independent  auditor's  internal  quality-control  procedures;

     (b)  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;

     (c)  any  steps  taken  to  deal  with  any  such  issues;  and

     (d)  all  relationships  between  the  independent auditor and the Company.

3.   Evaluate  the  qualifications,  performance  and  independence  of  the
     independent  auditor,  including  considering whether the auditor's quality
     controls  are adequate and the provision of permitted non-audit services is
     compatible  with  maintaining  the  auditor's independence, and taking into
     account  the  opinions  of  management  and  the  internal  auditors.

4.   The  Audit  Committee  shall  present  its  conclusions with respect to the
     independent  auditor  to  the  Board  and,  if  so  determined by the Audit
     Committee,  recommend  that  the  Board  take  additional action to satisfy
     itself  of the qualifications, performance and independence of the auditor.

5.   Ensure  the  rotation  of  the  lead (or coordinating) audit partner having
     primary  responsibility for the audit and the audit partner responsible for
     reviewing  the  audit  as  required  by  law.

6.   Consider whether, in order to assure continuing auditor independence, it is
     appropriate  to  adopt  a policy of rotating the lead audit partner or even
     the  independent  auditing  firm  itself  on  a  regular  basis.

7.   Recommend  to  the  Board policies for the Company's hiring of employees or
     former  employees  of  the  independent  auditor  who  were  engaged on the
     Company's account participated in any capacity in the audit of the Company.

8.   Discuss with the national office of the independent auditor issues on which
     they  were  consulted  by  the  Company's  audit  team and matters of audit
     quality  and  consistency.


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9.   Meet  with  the  independent  auditor  prior  to  the  audit to discuss the
     planning  and  staffing  of  the  audit.

E.     Oversight of the Company's Internal Audit Function
       --------------------------------------------------

     The  Committee  will:

1.   Review  the  appointment  and  replacement  of the senior internal auditing
     executive.

2.   Review  the  significant  reports  to  management  prepared by the internal
     auditing  department  and  management's  responses.

3.   Discuss  with  the  independent  auditor  and management the internal audit
     department  responsibilities,  budget  and  staffing  and  any  recommended
     changes  in  the  planned  scope  of  the  internal  audit.

F.     Compliance Oversight Responsibilities
       -------------------------------------

     The  Committee  will:

1.   Obtain  from  the  independent auditor assurance that Section 10A(b) of the
     Securities  Exchange  Act  of  1934  has  not  been  implicated.

2.   Obtain  reports  from  management,  the  Company's senior internal auditing
     executive  and  the  independent  auditor  that  the  Company  and  its
     subsidiary/foreign  affiliated  entities  are in conformity with applicable
     legal  requirements  and the Company's Code of Business Conduct and Ethics.

3.   Review  reports  and  disclosures  of  insider  and  affiliated  party
     transactions.

4.   Advise  the  Board  with  respect  to the Company's policies and procedures
     regarding  compliance  with  applicable  laws  and regulations and with the
     Company's  Code  of  Business  Conduct  and  Ethics.

5.   Establish 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.   Discuss with management and the independent auditor any correspondence with
     regulators  or  governmental  agencies  and  any  employee  complaints  or
     published  reports  which  raise  material  issues  regarding the Company's
     financial  statements  or  accounting  policies.

7.   Discuss  with  the  Company's General Counsel legal matters that may have a
     material  impact  on  the  financial statements or the Company's compliance
     policies.

G.     Limitation of Audit Committee's Role
       ------------------------------------

While  the Audit Committee has the responsibilities and powers 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. These are the responsibilities
of  management  and  the  independent  auditor.