CHARTER FOR THE AUDIT COMMITTEE
                            OF THE BOARD OF DIRECTORS

                                       OF

                           ENIGMA SOFTWARE GROUP, INC.


                                 [LOGO OMITTED]


                              Adopted March 8, 2005


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                         CHARTER FOR THE AUDIT COMMITTEE
                            OF THE BOARD OF DIRECTORS
                                       OF
                           ENIGMA SOFTWARE GROUP, INC.

PURPOSE:

The Audit Committee will make such examinations, as are necessary to monitor the
corporate financial reporting and the external audits of Enigma Software Group,
Inc. and its subsidiaries (the "Company"), to provide to the Board of Directors
the results of its examinations and recommendations derived therefrom, to
outline to the Board improvements made, or to be made, in internal accounting
controls, to nominate independent auditors, and to provide to the Board such
additional information and materials as it may deem necessary to make the Board
aware of significant financial matters that require Board attention.

In addition, the Audit Committee will undertake those specific duties and
responsibilities listed below and such other duties as the Board of Directors
from time to time prescribe.

MEMBERSHIP:

The Audit Committee shall consist of at least three (3) members of the Board,
all of whom shall be independent directors, in accordance with the rules of the
NASDAQ Stock Market, Inc. Marketplace Rules for SmallCap Companies (the "NASDAQ
Rules"), except the Board may reduce such number of members as necessary in
their good faith determination based on all relevant circumstances. Each member
shall, in the judgment of the Board of Directors, have the ability to read and
understand the Company's basic financial statements. At least one member of the
Audit Committee shall, in the judgment of the Board of Directors, be an audit
committee financial expert in accordance with the rules and regulations of the
Securities and Exchange Commission and at least one member (who may also serve
as the audit committee financial expert) shall, in the judgment of the Board of
Directors, have accounting or related financial management expertise in
accordance with NASDAQ Rules. The members of the Audit Committee will be
appointed by and will serve at the discretion of a majority of the Board of
Directors.

RESPONSIBILITIES:

The responsibilities of the Audit Committee shall include:

1. Reviewing with management and the independent auditors, on a continuing
basis, the adequacy of the Company's system of internal controls (including any
significant deficiencies and significant changes in internal controls reported
to the Audit Committee by the independent auditors or management), accounting
practices, and disclosure controls and procedures (and management reports
thereon), of the Company and its subsidiaries.

2. Reviewing the independent auditors' proposed audit scope and approach.


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3. Conducting a post-audit review of the financial statements and audit
findings, including any significant suggestions for improvement provided to
management by the independent auditors.

4. Reviewing the performance of the independent auditors.

5. Recommending the appointment of independent auditors to the Board of
Directors, setting the independent auditor's compensation and pre-approving all
audit services provided by the independent auditor.

6. Pre-approving all permitted non-audit services to be performed by the
independent auditors and establishing policies and procedures for the engagement
of the independent auditors to provide such permitted non-audit services.

7. Reviewing with management and the independent auditors the annual and
quarterly financial statements of the Company including (a) the Company's
disclosures under "Management's Discussion and Analysis of Financial Condition
and Results of Operations"; (b) any material changes in accounting principles or
practices used in preparing the financial statement prior to the filing of a
report on Form 10-K or 10-Q with the Securities and Exchange Commission; and (c)
items required by Statement of Auditing Standards 61 and Statement of Auditing
Standards 71 in the case of the quarterly statements.

8. Reviewing before release the un-audited quarterly operating results in the
Company's quarterly earnings release and financial information and earning
guidance provided to analysts.

9. Overseeing compliance with SEC requirements for disclosure of auditor
services and audit committee members and activities.

10. Reviewing management's monitoring of compliance with the Company's Standards
of Business Conduct and with the Foreign Corrupt Practices Act.

11. Reviewing, in conjunction with counsel any legal matters that could have a
significant impact on the Company's financial statements.

12. Providing oversight and review of the Company's asset management policies,
including an annual review of the Company's investment policies and performance
for cash and short-term investments.

13. If necessary, instituting special investigations and, if appropriate, hiring
special counsel or experts to assist, for which the Company shall provide
appropriate funding, as determined by the Committee, for payment of compensation
to all advisors hired by the Committee.

14. Reviewing related party transactions for potential conflicts of interest.

15. Obtaining a report from the independent auditors at least annually regarding
(a) the independent auditors' 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 an inquiry or investigation by governmental or


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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
such issues, and (d) all relationships between the independent auditors and the
Company.

16. Establishing procedures for the confidential and anonymous receipt,
retention and treatment of complaints regarding the Company's accounting,
internal controls, and auditing matters.

17. Establishing policies for the hiring of employees and former employees of
the independent auditor.

18. Conducting an annual performance evaluation of the Audit Committee and
annually evaluate the adequacy of its charter; and,

19. Performing other oversight functions as requested by the full Board of
Directors.

In addition to the above responsibilities, the Audit Committee will undertake
such other duties as the Board of Directors delegates to it, and will report, at
least annually, to the Board regarding the Committee's examinations and
recommendations.

MEETINGS:

The Audit Committee will meet at least four times each year. The Audit Committee
may establish its own schedule, which it will provide to the Board of Directors
in advance. A majority of the members of the Committee present in person, or by
means of a conference telephone, or other communications equipment, by means of
which all persons participating in the meeting can hear each other, shall
constitute a quorum.

The Audit Committee will meet separately with the Chief Executive Officer and
separately with the Chief Financial Officer of the Company at least annually to
review the financial affairs of the Company.

The Audit Committee will meet with the independent auditors of the Company, at
such times as it deems appropriate, to review the independent auditors'
examination and management report.

REPORTS:

The Audit Committee will record its summaries of recommendations to the Board in
written form, which will be incorporated as a part of the minutes of the Board
of Directors meeting at which those recommendations are presented.

MINUTES:

The Audit Committee will maintain written minutes of its meetings, which minutes
will be filed with the minutes of the meetings of the Board of Directors.


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