**Exhibit
      14.3**




**ARCH
        MANAGEMENT SERVICES INC.**
 
 **AUDIT
        COMMITTEE CHARTER**
 
 
 **I.**
              **CHARTER;
                  PURPOSE AND FUNCTION OF
                  COMMITTEE**
 
 This
        document shall be the official Charter of the Audit Committee (the "Committee")
        of the Board of Directors (the "Board") of Arch Management Services Inc.,
        a
        Nevada corporation (the "Company"). The primary function of the Committee
        is to
        assist the Board in fulfilling its oversight responsibilities by reviewing:
        (a)
        the financial reports and other financial information provided by the Company
        to
        any governmental body or the public; (b) the Company’s systems of internal
        controls regarding finance, accounting, legal compliance and ethics that
        management and the Board have established; and (c) the Company’s auditing,
        accounting and financial reporting processes generally. Consistent with this
        function, the Committee should encourage continuous improvement of, and should
        foster adherence to, the Company’s policies, procedures and practices at all
        levels. The Committee shall be accountable and responsible to the full Board.
        The Committee’s primary duties and responsibilities are to:
 
 (i)
              Serve
                  as independent and****objective
                  party to****monitor
                  the Company’s financial reporting process and internal control
                  systems;(ii)
              Review
                  and appraise the audit efforts of the Company’s independent accountants
                  and internal auditing department; and(iii)
              Provide
                  open channels of communication among the Company’s independent
                  accountants, financial and senior management, the internal auditing
                  department and the Board.
 
 The
        Committee will primarily fulfill these responsibilities by carrying out the
        activities enumerated in Section IV of this Charter.
 
 **II.**
              **COMPOSITION;
                  QUALIFICATIONS OF COMMITTEE
                  MEMBERS**
 
 A.  Composition: **** The
        Committee shall be comprised of two (2) or more Independent Directors (as
        defined below) which number shall be determined by the Board from time to
        time
        in its discretion.
 
 B.  Qualifications:
        Each Independent Director serving on the Committee shall have Financial
        Knowledge (each such term as defined herein), and shall be free from any
        relationship that, in the judgment of the Board, would interfere with the
        exercise of his or her independent judgment as a member of the Committee.
        At
        least one (1) member of the Committee shall have Financial Experience (as
        defined herein).
  
  **III.**
              **ELECTION
                  AND MEETINGS**
 
 A.  Election.
        The initial members of the Committee shall be appointed by the Board.
        Thereafter, the Board shall appoint the members of the Committee annually,
        which
        shall otherwise serve until their successors shall be duly elected and
        qualified. Unless a Chairman of the Committee is appointed by the Board,
        the
        members of the Committee may designate a Chairman by majority vote of the
        full
        Committee.
 
 B.  Meetings.
        The Committee shall meet at least three times annually, or more frequently
        as
        circumstances require in the discretion of the Committee and the Board. As
        an
        element of its duties to encourage and facilitate open communication, the
        Committee should meet at least annually with representatives from the Company’s
        executive management, internal auditing department and its independent
        accountants in separate sessions to discuss any matters that the Committee
        or
        any of these groups believe should be discussed. In addition, the Committee
        or
        at least its Chairman (if one exists) should meet with the independent
        accountants and a representative(s) of the Company’s management at least
        quarterly to review the Company’s financial statements consistent with the
        provisions of Section IV - Documents/Reports Review below.
 
 **IV.**
              **RESPONSIBILITIES
                  AND DUTIES**
  To
        fulfill its responsibilities and duties, the Committee shall:
  A.  With
        respect to Documents/Reports
        Review:
 
 1.  Review,
        and if it deems necessary or appropriate, update this Charter periodically,
        at
        least annually.
 
 2.  Review
        the Company’s annual financial statements and any reports or other financial
        information submitted to any governmental body, or to the public, including
        any
        certification, report, opinion or review rendered by the Company’s independent
        accountants.
 
 3.  Review
        the regular internal reports to management prepared by the Company’s internal
        auditing/accounting department and management’s response to such
        reports.
 
 4.  Review
        with the Company’s financial management and its independent accountants, prior
        to filing with the Securities and Exchange Commission, all 10-Q Quarterly
        Reports, 10-K Annual Reports, 8-K Current Reports and other reports that
        contain
        financial information and other reports containing financial disclosures.
        The
        Chairman of the Committee may represent the entire committee for purposes
        of
        these reviews.
 
 B.  With
        respect to Independent
        Accountants :
 
 5.  Recommend
        to the Board the Committee’s selection of an independent accounting firm,
        considering independence and effectiveness and other factors it deems
        appropriate and in the best interests of the Company, and approve the fees
        and
        other compensation to be paid to such independent accounting firm. On at
        least
        an annual basis, the Committee should receive from the independent accounting
        firm a formal written statement delineating and describing all relationships
        between the Company and such firm, consistent with the Independence Standards
        Board’s Standard 1. The Committee should review and discuss with the independent
        accounting firm all such identified relationships or services to examine
        and
        determine the independence and objectivity of the accounting firm. The Committee
        shall take all appropriate action, or recommend to the Board such appropriate
        actions, to oversee the independence of such accounting auditors.
 
 
 6.  Review
        and evaluate the performance of the independent accounting firm, and when
        appropriate, recommend to the Board or implement a discharge and replacement
        of
        the accounting firm when circumstances warrant.
 
 7.  Periodically
        consult with the independent accounting firm out of the presence of the
        Company’s management regarding internal controls and the fullness and accuracy
        of the Company’s financial statements.
 
 C.  With
        respect to Financial
        Reporting Process :
 
 8.  In
        consultation with the independent accounting firm and the Company’s internal
        accounting personnel/auditors, review the integrity of the Company’s financial
        reporting process, both internal and external.
 
 9.  Consider
        the independent accounting firm’s judgments about the quality and
        appropriateness of the Company’s accounting principles as applied to its
        financial reporting.
 
 10.  Consider
        and approve, if appropriate, major changes to the Company’s auditing and
        accounting principles and practices as suggested by the independent accounting
        firm, management of the Company and/ or its internal accounting
        department.
 
 D.  With
        respect to Process
        and Organizational Improvements :
 
 11.  Establish
        regular and separate systems of reporting to the Committee by each of
        management, the independent accounting firm, and the Company’s internal
        accounting department regarding any significant judgments made in management’s
        preparation of the financial statements and the view of each as to the
        appropriateness of such judgments.
 
 12.  Following
        completion of the annual audit, review separately with each of management,
        the
        independent accounting firm and the Company’s internal accounting department any
        significant difficulties encountered during the course of the audit, including
        any restrictions on the scope of work or access to required
        information.
 
 13.  Review
        any significant disagreement among management and the independent accounting
        firm or the Company’s internal accounting department in connection with the
        preparation of the financial statements.
 
 14.  Review
        with the independent accounting firm, the Company’s internal accounting
        department and management the extent to which changes or improvements in
        financial or accounting practices, as approved by the Committee, have been
        implemented. This review should be conducted at an appropriate time subsequent
        to implementation of changes or improvements, as determined by the
        Committee.
 
 15.  Review
        the organizational structure of the Company’s internal auditing department and
        the qualifications of the managers of such department, and recommend any
        appropriate changes to the Company’s management.
 
 
 E.  With
        respect to Legal
        Compliance; General :
 
 16.  Review,
        with the Company’s outside legal counsel, legal compliance matters, including
        corporate securities trading policies.
 
 17.  Review,
        with the Company’s outside legal counsel, any legal matter that could have a
        significant impact on the Company’s financial statements.
 
 18.  Perform
        any other activities consistent with this Charter, the Company’s Bylaws and
        governing law, as the Committee or the Board deems necessary or
        appropriate.
 
 **V.**
              **DEFINITIONS**
 
 "Independent
        Director" means a person other than an officer or employee of the Company
        or any
        of its subsidiaries or any other individual having a relationship which,
        in the
        opinion of the Company’s Board of Directors, would interfere with the exercise
        of independent judgment in carrying out the responsibilities of a director.
        The
        following persons shall not be considered independent for these
        purposes:
 
 (a)  a
        director who is employed by the Company or any of its affiliates for the
        current
        year or any of the past three (3) years;
 
 (b)  a
        director who accepts any compensation from the Company or any of its affiliates
        in excess of $60,000 during the previous fiscal year, other than compensation
        for Board service, benefits under a tax-qualified retirement plan or other
        non-discretionary compensation;
 
 (c)  a
        director who is a member of the immediate family of an individual who is,
        or has
        been in any of the past three (3) years, employed by the Company or any of
        its
        affiliates as an executive officer. Immediate family members include 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;
 
 (d)  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 Company’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 any of the past three (3) years;
 
 (e)  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.
 
 
 Pursuant
        to Nasdaq Rule 4310 one director who is not an Independent Director as defined
        above and who is not a current employee or an immediate family member of
        such
        employee, may be appointed to the Audit Committee if the full Board of
        Directors, under exceptional and limited circumstances, determines that
        membership on the Committee by the individual is required in the best interests
        of the Company and its stockholders, and the Board of Directors discloses,
        in
        the next annual proxy statement subsequent to such determination, the nature
        of
        the relationship and the reasons for that determination.
 
 "Financial
        Knowledge" means a working familiarity with basic finance and accounting
        practices, including the ability to read and understand fundamental financial
        statements, including balance sheets, income statements and cash flow
        statements. Persons who will become so qualified within a reasonable period
        of
        time after his or her appointment to the Audit Committee also comply with
        this
        provision. Committee members may enhance their familiarity with finance and
        accounting by participating in educational programs conducted by the Company
        or
        an outside consultant.
 
 "Financial
        Experience" means past employment experience in finance or accounting, requisite
        professional certification in accounting, or any other comparable experience
        or
        background which results in the individual's financial sophistication, including
        being or having been a chief executive officer, chief financial officer or
        other
        senior officer with financial oversight responsibilities.
 
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