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Exhibit 99.3

                            SIMEX TECHNOLOGIES, INC.
                             AUDIT COMMITTEE CHARTER

ORGANIZATION

      The Audit Committee of Simex Technologies, Inc. (the "Company") shall be
composed of at least three independent members of the Board of Directors of the
Corporation (the "Board"), each of whom (i) is outside of the management of the
Corporation; (ii) is free of any relationship that, in the opinion of the Board,
would interfere with his or her exercise of independent judgment as an Audit
Committee member; (iii) meets the criteria for independence as defined by the
Nasdaq Stock Market, Inc. ("Nasdaq") and the Securities and Exchange Commission
(the "SEC"); (iv) does not accept any consulting, advisory or other compensatory
fee from the Corporation other than in his or her capacity as a member of the
Board or any committee of the Board; (v) is not an "affiliate" of the
Corporation or any subsidiary of the Corporation, as such term is defined in
Rule 10A-3 under the Securities Exchange Act of 1934, as amended; and (vi) has
not participated in the preparation of the financial statements of the
Corporation or any subsidiary at any time during the past three years. Members
shall be appointed either by a majority of independent directors or by a
nominations committee composed solely of independent directors.

      In accordance with the requirements of Nasdaq and the SEC, each member of
the Audit Committee must have a minimum level of financial literacy to be able
to read and understand fundamental financial statements. In addition, at least
one member of the Audit Committee must have past employment experience in
finance or accounting, requisite professional certification in accounting, or
other comparable experience or background, including a current or past position
as a chief executive or financial officer or other senior officer with financial
oversight responsibilities, to qualify as an audit committee financial expert,
as that term is defined by the SEC. The Audit Committee shall annually elect
from among its members a Chairman, who shall preside over meetings of the Audit
Committee.

STATEMENT OF POLICY

      The Audit Committee shall provide assistance to the Board in fulfilling
its responsibility to the shareholders, potential shareholders and the
investment community relating to the Corporation's accounting and financial
reporting practices and processes; the quality and integrity of the
Corporation's financial statements; the adequacy of the Corporation's disclosure
controls and procedures as those terms are defined by the SEC; and the audits
and reviews of the Corporation's financial statements performed by
Board-approved and shareholder-ratified independent public accountants.

RESPONSIBILITIES

      In furtherance of the policy of the Audit Committee, it will be the
responsibility of the Audit Committee to:

 -  Maintain free and open means of communication among Board members, the
    outside auditors, the internal auditors, if any, and the financial
    management of the Corporation.

 -  Appoint, determine funding for and oversee the outside auditors, which firm
    is ultimately accountable to the Audit Committee and the Board.

 -  Evaluate the performance of the outside auditors and, if the Audit Committee
    deems it to be in the best interests of the Corporation, replace the outside
    auditors.

 -  Pre-approve all audit and non-audit services to be provided by the
    independent auditors; in this regard, the Audit Committee may, in its
    discretion, (A) delegate to one or more of its members the authority to
    pre-approve any audit or non-audit services to be performed by the
    independent auditors, provided that any such approvals are presented to the
    Audit Committee at its next scheduled meeting, and (B) pre-approve services
    using pre-approval policies and procedures, provided that (1) such policies
    and procedures are detailed as to the particular services to be provided,
    (2) the Audit Committee is informed about each such particular service, and
    (3) such policies and procedures do not result in the delegation of the
    Audit Committee's authority to management.

 -  Ensure that the independent auditors shall submit to the Audit Committee
    annually a formal written statement (the o "Auditors' Statement") describing
    all relationships between the independent auditors and the Corporation,
    consistent with Independence Standards Board Standard No. 1.

 -  Discuss with the independent auditors any relationships or services
    disclosed in the Auditors' Statement that may impact the quality of audit
    services or the objectivity and independence of the Corporation's
    independent auditors.

 -  Actively engage in dialogue with the independent auditors with respect to
    any disclosed relationship or services that may impact the independence of
    the auditors.

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 -  Obtain from the independent auditors in connection with any audit a timely
    report relating to the Corporation's annual audited financial statements
    describing all critical accounting policies and practices used, 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 as
    well as the treatment preferred by the independent auditors, and any
    material written communications between the independent auditors and
    management, such as any management letter or schedule of unadjusted
    differences.

 -  Obtain from the independent auditors annually a formal written statement of
    the fees billed in each of the last two fiscal years for each of the
    following categories of services rendered by the independent auditors: (i)
    the audit of the Corporation's annual financial statements and the reviews
    of the financial statements included in the Corporation's quarterly reports
    on Form 10-Q or services that are normally provided by the independent
    auditors in connection with statutory and regulatory filings or engagements;
    (ii) assurance and related services not included in clause (i) that are
    reasonably related to the performance of the audit or review of the
    Corporation's financial statements, in the aggregate and by each service;
    (iii) tax compliance, tax advice and tax planning services in the aggregate
    and by each service; and (iv) all other products and services rendered by
    the independent auditors, in the aggregate and by each service

 -  Discuss with management the timing and process for implementing the rotation
    of the lead audit partner, the concurring partner and any other active audit
    engagement team partner.

 -  Review and approve all related party transactions of the Corporation.

 -  Engage and determine funding for independent counsel and other advisors as
    required.

 -  Establish procedures for the receipt, retention and treatment of complaints
    received by the Corporation regarding accounting, internal accounting
    controls or auditing matters. Additionally, ensure that such complaints are
    treated confidentially and anonymously.

 -  Meet with the outside auditors and financial management of the Corporation
    during the fourth quarter of the fiscal year to review the scope of the
    proposed annual audit and the audit procedures to be utilized.

 -  Discuss with the outside auditors the matters required to be discussed by
    Statement on Auditing Standards No. 61 relating to the conduct of the audit.

 -  Review, with the outside auditors and the Corporation's financial and
    accounting personnel, the adequacy and effectiveness of the accounting and
    financial controls of the Corporation, 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.

 -  Meet with management and the outside auditors to review:

            - the Corporation's Annual Report on Form 10-K and Quarterly Reports
            on Form 10-Q, including management's discussion and analysis, the
            financial statements and related footnotes, prior to the filing of
            the Form 10-K and Form 10-Q by the Corporation with the SEC;

            - the outside auditors' annual audit of the financial statements and
            their report thereon prior to the issuance of such report;

            - any problems or difficulties the outside auditors may have
            encountered and any management letter provided by the outside
            auditors and the Corporation's response to any such letter;

            - any significant changes to the Corporation's auditing and
            accounting principles and practices suggested by the Corporation's
            outside auditors or by management; and

            - at periodic meetings with management, the Corporation's major
            financial risk exposures and the steps management has taken to
            monitor and control such exposures.

 -  Provide sufficient opportunity for the outside 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 outside auditors'
    evaluation of the Corporation's financial, accounting, and auditing
    personnel, and the cooperation that the outside auditors received during the
    course of the audit.

 -  Ensure that the outside auditors conduct a review in accordance with
    Statement on Auditing Standards No. 71 prior to each filing of the
    Corporation's Form 10-Q with the SEC.

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 -  Review the Corporation's Form 10-Q before each such quarterly report is
    filed with the SEC.

 -  Prepare the report of the Audit Committee required pursuant to the rules
    promulgated by the SEC to be included in the Corporation's annual proxy
    statement.

 -  Ensure that the Chairman of the Audit Committee, and other members of the
    Committee if considered necessary, reviews o with the Chief Financial
    Officer and other members of management any proposed release of significant
    financial information by the Corporation to the public.

 -  Submit the minutes of all meetings of the Audit Committee to, or discuss the
    matters discussed at each Audit Committee meeting with, the Board, and make
    such recommendations to the Board as the Audit Committee may deem
    appropriate.

 -  Review and reassess the adequacy of this Audit Committee Charter on an
    annual basis and recommend any proposed changes to the Board for adoption.

 -  Prepare any report or other disclosures or any recommendation of the Audit
    Committee, required by the rules of the SEC to be included in the
    Corporation's annual report.

 -  Prepare and review with the Board an annual performance evaluation of the
    Audit Committee, which evaluation must compare the performance of the Audit
    Committee with the requirements of this Charter. The performance evaluation
    by the Audit Committee shall be conducted in such manner as the Audit
    Committee deems appropriate. The report to the Board may take the form of an
    oral report by the chairperson of the Audit Committee or any other member of
    the Audit Committee designated by the Audit Committee to make this report.

In addition, the Audit Committee will perform such other functions as assigned
by law, such as the Sarbanes-Oxley Act of 2002, Nasdaq rules, the Corporation's
charter or bylaws, or the Board.

While the Audit Committee has the responsibilities and powers set forth in this
charter, it is not the duty of the Committee to specifically plan or conduct
audits or to determine that the Corporation's financial statements are complete
and accurate and are in accordance with generally accepted accounting
principles. This is the responsibility of management and the outside auditors.
Nor is it the duty of the Committee to conduct investigations, to resolve
disagreements, if any, between management and the outside auditors, or to assure
compliance with laws and regulations or the rules of Nasdaq.

The Audit Committee shall have the authority appropriate to discharge its duties
and responsibilities, including the authority to select, engage, retain,
terminate, and approve the fees and other retention terms of special or
independent counsel and other advisors, as it deems necessary or appropriate to
carry out its duties.

The Audit Committee shall have the appropriate funding, as determined by the
Audit Committee for payment of (i) compensation to the independent auditor
engaged for the purpose of preparing or issuing an audit report or performing
other audit, review or attest services; (ii) compensation to any independent
counsel or advisers employed by the Audit Committee as it deems necessary; and
(iii) ordinary administrative expenses of the Audit Committee that are necessary
or appropriate in carrying out its duties.

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