EXHIBIT 10.18

                                    EXHIBIT D
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                             Audit Committee Charter
                                       of
                            SFBC International, Inc.

                      As approved by the Board of Directors
                                       of
                            SFBC International, Inc.
                                       on
                                February 19, 2004

1.   Statement of Purpose and Policy

     There shall be a committee of the board of directors of SFBC International,
Inc. (the "Company") to be known as the Audit Committee. The Audit Committee is
appointed by the board to assist the board in monitoring (1) the integrity of
the financial statements of the Company, (2) the independent auditor's
qualifications and independence, (3) the performance of the Company's internal
audit function and independent auditors, and (4) the compliance by the Company
with legal and regulatory requirements.

     The Audit Committee shall fulfill its oversight responsibility to the
stockholders relating to the annual independent audit of the Company's financial
statements, the internal financial reporting practices of the Company, any
special audits, and the quality and integrity of the financial statements of the
Company. In addition, the Audit Committee shall provide assistance with regard
to the systems of internal accounting and financial controls, disclosure
controls, and the legal compliance and ethics programs as established by
management and the board. In so doing, it is the responsibility of the Audit
Committee to maintain free and open means of communication between the
directors, the independent auditors, and the financial management of the
Company. The Audit Committee, as representatives of the stockholders, is charged
with the ultimate authority and responsibility to select, evaluate, and where
appropriate, replace the Company's independent auditors.

2.   Organization

     (a) The Audit Committee shall have at least three members, comprised solely
of Independent Directors (as defined in Section 2(b) below), each of whom is
able to read and understand fundamental financial statements, including the
Company's balance sheet, income statement, and cash flow statement, and at least
one of whom is an Audit Committee Financial Expert (as defined in Section 2(c)
below).

     (b) Independent Directors shall not be officers or employees or affiliated
persons of the Company or its subsidiaries or any other individual having a
relationship, which would

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interfere with the exercise of independent judgment in
carrying out the responsibilities of a director. The following persons shall not
be considered independent:

          (i) a director who has been employed by the Company or any of its
     affiliates for the current year or any of the past three completed fiscal
     years;

          (ii) a director who during the current fiscal year has accepted any
     compensation from the Company or any of its affiliates, other than
     compensation for board or committee service, or who during any of the past
     three completed fiscal years has received compensation from the Company or
     any of its affiliates, other than compensation for board or committee
     service, in excess of $60,000;

          (iii) a director who is a member of the immediate family of an
     individual who is, or has been in any of the past three completed fiscal
     years, employed by the Company or any of its affiliates as an executive
     officer. Immediate family includes a person's spouse, parents, children,
     siblings, mother-in-law, father-in-law, brother-in-law, sister-in-law,
     son-in-law, daughter-in-law, and anyone who resides in such person's home;

          (iv) a director who is a partner in, or a controlling shareholder or
     an executive officer of, any for-profit business organization to which the
     Company made, or from which the Company received, payments (other than
     those arising solely from investments in the corporation's securities) that
     exceed 5% of the Company's or business organization's consolidated gross
     revenues for that year, or $200,000, whichever is more, in the current year
     or any of the past three completed fiscal years;

          (v) a director who is employed as an executive of another entity where
     any of the Company's executives serve on that entity's compensation
     committee.

          (vi) a director who was a partner or employed by the Company's
     independent auditor during the current year or any of the past three
     completed fiscal years;

     (c) An Audit Committee Financial Expert shall mean a person who has the
following attributes:

     o    An understanding of generally accepted accounting principles and
          financials statements;

     o    The ability to assess the general application of such principles in
          connection with the accounting for estimates, accruals and reserves;

     o    Experience preparing, auditing, analyzing, or evaluating, financial
          statements that present a breadth and level of complexity of
          accounting issues that are generally comparable to the breadth and
          complexity of issues that can reasonably be expected to be raised by
          the Company's financial statements, or experience actively supervising
          one or more persons engaged in such activities;

     o    An understanding of internal controls and procedures for financial
          reporting; and

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     o    An understanding of Audit Committee functions. A person shall have
          acquired such attributes through:

     o    Education and experience as a principal financial officer, principal
          accounting officer, controller, public accountant, or auditor, or
          experience in one or more positions that involve the performance of
          similar functions;

     o    Experience actively supervising a principal financial officer,
          principal accounting officer, controller, public accountant, auditor,
          or person performing similar functions;

     o    Experience overseeing or assessing the performance of companies or
          public accountants with respect to the preparation, auditing, or
          evaluation of financial statements; or

     o    Other relevant experience.

3.   Responsibilities

     In carrying out its responsibilities hereunder, the Audit Committee's
policies and procedures should remain flexible, in order to best react to
changing conditions and to ensure to the directors and stockholders that the
corporate accounting and reporting practices of the Company are in accordance
with all current requirements and are of the highest quality. The Audit
Committee shall review and reassess the adequacy of this charter in meeting
these objectives on an annual basis.

     In carrying out these responsibilities, the Audit Committee shall:

     o    As a committee of the board of directors, appoint, rotate lead audit
          partners (to the extent required by law or deemed prudent to ensure
          independence), and determine the compensation of, and oversee the work
          of the independent auditors of the Company;

     o    Approve, in advance, the provision by the independent auditors of any
          and all permissible non-audit services, and require the provision of
          any such non-audit services be disclosed in periodic reports filed by
          the Company with the Securities and Exchange Commission subject to the
          de minimis exceptions for non-audit services described in Section
          10A(i)(1)(B) of the Securities Exchange Act of 1934, as amended;

     o    Meet with the independent auditors and financial management of the
          Company to review the scope of the proposed audit for the current year
          and the audit procedures to be utilized, and at the conclusion thereof
          review such audit, including any comments or recommendations of the
          independent auditors;

     o    Review with the independent auditors and the Company's financial and
          accounting management, the adequacy and effectiveness of the
          accounting and financial controls of

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          the Company, and elicit any recommendations for the improvement of
          such internal control procedures or particular areas where new or more
          detailed controls or procedures are desirable. Particular emphasis
          should be given to the adequacy of such internal controls to expose
          any payments, transactions, or procedures that might be deemed illegal
          or otherwise improper;

     o    Have the sole authority to review and approve all related party
          transactions between the Company or any subsidiary and any executive
          officer, director or affiliate of the Company, including persons or
          entities controlled by or under common control with such executive
          officers, directors or affiliates, and such other persons or entities
          described in SEC Regulation S-K, Item 404;

     o    Establish procedures for the receipt, retention, and treatment of
          complaints regarding accounting, internal controls, and Audit
          Committee matters. These procedures shall provide for the confidential
          and anonymous submission of complaints;

     o    Require the independent auditors to report to the Audit Committee the
          critical accounting policies and practices to be used, all alternative
          treatments of financial information within Generally Accepted
          Accounting Principles that have been discussed with management, the
          ramifications of the use of such alternative disclosures and
          treatments, the treatment preferred by the independent auditor, any
          accounting disagreements between the independent auditors and
          management, and all other material written communications between the
          independent auditors and management, such as any management letter or
          schedule of unadjusted differences;

     o    Review the financial statements to be included in the Annual Report on
          Form 10-K, and the disclosures made in management's discussion and
          analysis, with management and the independent auditors to determine
          that the independent auditors are satisfied with the disclosure and
          content of the financial statements, and to recommend to the board
          whether the audited financial statements should be included in the
          Annual Report. Any changes in accounting procedures should be
          explained in the Annual Report;

     o    Review the interim financial statements, management's discussion and
          analysis, and earnings releases with management and the independent
          auditors prior to the filing of the Company's Quarterly Report on Form
          10-Q. The Audit Committee will recommend to the board whether the
          interim financial statements should be included in the Quarterly
          Report. Also, the Audit Committee shall discuss the results of the
          quarterly review and any other matters required to be communicated to
          the Audit Committee by the independent auditors under generally
          accepted auditing standards. The chair of the Audit Committee may
          represent the entire committee for the purposes of this review;

     o    Provide sufficient opportunity for the independent auditors to meet
          with the members of the Audit Committee without members of management
          present. Among the items to be discussed in these meetings are the
          independent auditor's evaluation of the Company's financial and
          accounting personnel, the adequacy of the Company's internal controls,
          and the cooperation that the independent auditors received during the
          course of the audit;

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     o    Resolve all disagreements between the Company's management and the
          auditor regarding financial reporting;

     o    Ensure receipt from the independent auditors of a formal written
          statement delineating all relationships between the auditors and the
          Company;

     o    Inquire about the independent auditors' past and continuing compliance
          with auditor independence rules and about their program for enhancing
          safeguards to ensure that conflicts do not arise in the future;

     o    Submit the minutes of all meetings of the Audit Committee to, or
          discuss the matters discussed at each committee meeting with, the
          board of directors; and

     o    Investigate any matter brought to its attention within the scope of
          its duties, with the power to retain outside counsel for this purpose
          if, in its judgment, that is appropriate.

     o    Review the Company's Code of Ethics and the Company's compliance
          therewith.

     o    Review and discuss with management all Section 302 and 906
          certifications that are required.

4.   Meetings

     The Audit Committee shall meet a minimum of four times annually to discuss
with management the annual audited financial statements and quarterly financial
statements.

5.   Resources and Authority

     The Audit Committee shall have the resources and authority appropriate to
discharge its responsibilities, including the exclusive authority to engage
outside auditors for regular and special audits, reviews and other procedures,
and to retain independent legal counsel and other advisors, as it determines
necessary to carry out its duties. In furtherance of this responsibility, the
Company shall provide the funding as required by Section 301 of the
Sarbanes-Oxley Act of 2002 and Section 10A(m)(6) of the Securities Exchange Act
of 1934, as amended.

6.   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.

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7.   Effective Date

     This Audit Committee Charter shall become effective immediately upon its
approval and adoption by the board of directors of the Company. This Audit
Committee Charter shall be reviewed on an annual basis to assess its adequacy.
This Audit Committee Charter replaces the Charter adopted on March 27, 2003.

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