EXHIBIT
      14(a)(ii)





**LIVEREEL
      MEDIA CORPORATION**








**CHARTER
      FOR
      THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS**





**1.
      PURPOSE**





1.
      The primary functions of the Audit Committee are to oversee the accounting
      and
      financial reporting practices of the Company and the audits of the Company’s
      financial statements and to exercise the responsibilities and duties set forth
      below, including, but not limited to, assisting the Board in fulfilling its
      responsibilities in reviewing the following: financial disclosures and internal
      controls over financial reporting; monitoring the system of internal control;
      monitoring the Company’s compliance with Applicable Requirements (as defined
      below); selecting the auditors for shareholder approval; reviewing the
      qualifications, independence and performance of the auditors; and reviewing
      the
      qualifications, independence and performance of the Company’s financial
      management.





**2.
      MEMBERSHIP AND ORGANIZATION**


1. **Composition** — The
      Audit Committee
      shall consist of not less than two independent members of the Board. At the
      invitation of the Audit Committee, members of the Company’s management and
      others may attend Audit Committee meetings as the Audit Committee considers
      necessary or desirable.





2. **Appointment
      and Removal of Audit Committee Members** — Each
      member of the
      Audit Committee shall be appointed by the Board on an annual basis and shall
      serve at the pleasure of the Board, or until the earlier of (a) the close of
      the
      next annual meeting of the Company’s shareholders at which the member's term of
      office expires, (b) the death of the member, or (c) the resignation,
      disqualification or removal of the member from the Audit Committee or from
      the
      Board. The Board may fill a vacancy in the membership of the Audit
      Committee.





3. **Chair** — At
      the time of the
      annual appointment of the members of the Audit Committee, the Board shall
      appoint a Chair of the Audit Committee. The Chair shall: be a member of the
      Audit Committee, preside over all Audit Committee meetings, coordinate the
      Audit
      Committee's compliance with this mandate, work with management to develop the
      Audit Committee's annual work-plan and provide reports of the Audit Committee
      to
      the Board.





4. **Independence** — Each
      member of the
      Audit Committee shall meet the requirements promulgated by any exchange upon
      which securities of the Company are traded, or any governmental or regulatory
      body exercising authority over the Company, as are in effect from time to time
      (collectively, the “Applicable Requirements”) related to independence and audit
      committee composition.








5. **Financial
      Literacy** — At
      the time of his
      or her appointment to the Audit Committee, each member of the Audit Committee
      shall be able to read and understand fundamental financial statements, including
      a balance sheet, cash flow statement and income statement and not have
      participated in the preparation of the financial statements of the Company
      or
      any current subsidiary of the Company at any time during the preceding three
      years. At least one member of the Audit Committee shall have past employment
      experience in financing or accounting, requisite professional certificate in
      accounting, or 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. Further, at least one member of the Audit
      Committee shall qualify as an “audit committee financial expert” (as such term
      is defined under the Securities and Exchange Commission’s rules).





**3.
      MEETINGS**





1. **Meetings** — The
      members of the
      Audit Committee shall hold meetings as are required to carry out this mandate,
      and in any case no less than four meetings annually. The external auditors
      are
      entitled to attend and be heard at each Audit Committee meeting. The Chair,
      any
      member of the Audit Committee, the external auditors, the Chairman of the Board
      or the Chief Executive Officer or the Chief Financial Officer may call a meeting
      of the Audit Committee by notifying the Company’s Corporate Secretary who will
      notify the members of the Audit Committee. The Chair shall chair all Audit
      Committee meetings that he or she attends, and in the absence of the Chair,
      the
      members of the Audit Committee present may appoint a chair from their number
      for
      a meeting.





2. **Corporate
      Secretary and Minutes** — The
      Corporate
      Secretary, his or her designate or any other person the Audit Committee
      requests, shall act as secretary at Audit Committee meetings. Minutes of Audit
      Committee meetings shall be recorded and maintained by the Corporate Secretary
      and subsequently presented to the Audit Committee for approval.





3. **Quorum** -
      A majority of the
      members of the Audit Committee shall constitute a quorum.





4. **Access
      to
      Management and Outside Advisors** — The
      Audit Committee
      shall have unrestricted access to the Company’s management and employees and the
      books and records of the Company, and, from time to time may hold unscheduled
      or
      regularly scheduled meetings or portions of regularly scheduled meetings with
      the auditor, the Chief Financial Officer or the Chief Executive Officer. The
      Audit Committee shall have the authority to retain external legal counsel,
      consultants or other advisors to assist it in fulfilling its responsibilities
      and to set and pay the respective compensation for these advisors without
      consulting or obtaining the approval of the Board or any Company officer. The
      Company shall provide appropriate funding, as determined by the Audit Committee,
      for the services of these advisors.





5. **Meetings
      Without Management** — The
      Audit Committee
      shall hold unscheduled or regularly scheduled meetings, or portions of regularly
      scheduled meetings, at which management is not present.





**4.
      FUNCTIONS AND RESPONSIBILITIES**


The
      Audit Committee
      shall have the functions and responsibilities set out below as well as any
      other
      functions that are specifically delegated to the Audit Committee by the Board
      and that the Board is authorized to delegate by applicable laws and regulations.
      In addition to these functions and responsibilities, the Audit Committee shall
      perform the duties required of an audit committee by the Applicable
      Requirements.











1. **Financial
      Reports**


a.
      General — The
      Audit Committee
      is responsible for overseeing the Company’s financial statements and financial
      disclosures. Management is responsible for the preparation, presentation and
      integrity of the Company’s financial statements and financial disclosures and
      for the appropriateness of the accounting principles and the reporting policies
      used by the Company. The auditors are responsible for auditing the Company’s
      annual consolidated financial statements and for reviewing the Company’s
      unaudited interim financial statements.





b.
      Review of Annual Financial Reports — The
      Audit Committee
      shall review the annual consolidated audited financial statements of the
      Company, the auditors' report thereon and the related management's discussion
      and analysis of the Company’s financial condition and results of operation
      (“MD&A”). After completing its review, if advisable, the Audit Committee
      shall approve and recommend for Board approval the annual financial statements
      and the related MD&A.





c.
      Review of Interim Financial Reports — The
      Audit Committee
      shall review the interim consolidated financial statements of the Company,
      the
      auditors review report thereon and the related MD&A. After completing its
      review, if advisable, the Audit Committee shall approve and recommend for Board
      approval the interim financial statements and the related MD&A.





d.
      Review Considerations — In
      conducting its
      review of the annual financial statements or the interim financial statements,
      the Audit Committee shall:





i.
      meet with management and the auditors to discuss the financial statements and
      MD&A;





ii.
      review the
      disclosures in the financial statements;





iii.
      review the
      audit report or review report prepared by the auditors;





iv.
      discuss with
      management, the auditors and internal legal counsel, as requested, any
      litigation claim or other contingency that could have a material effect on
      the
      financial statements;





v.
      review critical accounting and other significant estimates and judgments
      underlying the financial statements as presented by management;





vi.
      review any
      material effects of regulatory accounting initiatives or off-balance sheet
      structures on the financial statements as presented by management;





vii.
      review any
      material changes in accounting policies and any significant changes in
      accounting practices and their impact on the financial statements as presented
      by management;





viii.
      review
      management's report on the effectiveness of internal controls over financial
      reporting;





ix.
      review the
      factors identified by management as factors that may affect future financial
      results;





x.
      review results of the Company’s audit committee hotline program; and xi. review
      any other matters, related to the financial statements, that are brought forward
      by the auditors, management or which are required to be communicated to the
      Audit Committee under accounting policies, auditing standards or Applicable
      Requirements. e. Approval of Other Financial Disclosures — The
      Audit Committee
      shall review and, if advisable, approve and recommend for Board approval
      financial disclosure in a prospectus or other securities offering document
      of
      the Company, press releases disclosing financial results of the Company and
      any
      other material financial disclosure, including financial guidance provided
      to
      analysts rating agencies or otherwise publicly disseminated.








2. **Auditors**


a.
      General — The
      Audit Committee
      shall be responsible for oversight of the work of the auditors, including the
      auditors work in preparing or issuing an audit report, performing other audit,
      review or attest services or any other related work.





b.
      Appointment and Compensation — The
      Audit Committee
      shall review and, if advisable, select and recommend for shareholder approval
      the appointment of, the auditors. The Audit Committee shall have ultimate
      authority to approve all audit engagement terms and fees, including the
      auditor’s audit plan.





c.
      Resolution of Disagreements -- The Audit Committee shall resolve any
      disagreements between management and the auditors as to financial reporting
      matters brought to its attention.





d.
      Discussions with Auditor -- At least annually, the Audit Committee shall discuss
      with the auditor such matters as are required by applicable auditing standards
      to be discussed by the auditor with the audit committee, including the matters
      required to be discussed by Statement on Auditing Standards 61, as it may be
      modified or supplemented.





e.
      Audit Plan — At
      least annually,
      the Audit Committee shall review a summary of the auditors' annual audit plan.
      The Audit Committee shall consider and review with the auditors any material
      changes to the scope of the plan.





f.
      Quarterly Review Report — The
      Audit Committee
      shall review a report prepared by the auditors in respect of each of the interim
      financial statements of the Company.





g.
      Independence of Auditors — At
      least annually,
      and before the auditors issue their report on the annual financial statements,
      the Audit Committee shall: obtain from the auditors a formal written statement
      describing all relationships between the auditors and the Company; discuss
      with
      the auditors any disclosed relationships or services that may affect the
      objectivity and independence of the auditors; and obtain written confirmation
      from the auditors that they are objective and independent within the meaning
      of
      the applicable Rules of Professional Conduct/Code of Ethics adopted by the
      provincial institute or order of chartered accountants to which it belongs
      and
      other Applicable Requirements. The Audit Committee shall take appropriate action
      to oversee the independence of the auditors.





h.
      Evaluation and Rotation of Lead Partner — At
      least annually,
      the Audit Committee shall review the qualifications and performance of the
      lead
      partner(s) of the auditors. The Audit Committee shall obtain a report from
      the
      auditors annually verifying that the lead partner of the auditors has served
      in
      that capacity for no more than five fiscal years of the Company and that the
      engagement team collectively possesses the experience and competence to perform
      an appropriate audit.





i.
      Requirement for Pre-Approval of Non-Audit Services — The
      Audit Committee
      shall approve in advance any retainer of the auditors to perform any non-audit
      service to the Company that it deems advisable in accordance with Applicable
      Requirements, and Board approved policies and procedures. The Audit Committee
      may delegate pre-approval authority to a member of the Audit Committee. The
      decisions of any member of the Audit Committee to whom this authority has been
      delegated must be presented to the full Audit Committee at its next scheduled
      Audit Committee meeting.





j.
      Approval of Hiring Policies — The
      Audit Committee
      shall review and approve the Company’s hiring policies regarding partners,
      employees and former partners and employees of the present and former external
      auditor of the Company.








3. **Internal
      Controls**





a.
      General — The
      Audit Committee
      shall review the Company’s system of internal controls.





b.
      Establishment, Review and Approval — The
      Audit Committee
      shall require management to implement and maintain appropriate systems of
      internal controls in accordance with Applicable Requirements and guidance,
      including internal control over financial reporting and disclosure and to
      review, evaluate and approve these procedures. At least annually, the Audit
      Committee shall consider and review with management and the
      auditors:





i.
      the effectiveness of, or weaknesses or deficiencies in: the design or operation
      of the Company’s internal controls (including computerized information system
      controls and security); the overall control environment for managing business
      risks; and accounting, financial and disclosure controls (including, without
      limitation, controls over financial reporting), non-financial controls, and
      legal and regulatory controls and the impact of any identified weaknesses in
      internal controls on management's conclusions.





ii.
      any significant
      changes in internal control over financial reporting that are disclosed, or
      considered for disclosure, including those in the Company’s periodic regulatory
      filings;





iii.
      any material
      issues raised by any inquiry or investigation by the Company’s
      regulators;





iv.
      the Company’s
      fraud prevention and detection program, including deficiencies in internal
      controls that may impact the integrity of financial information, or may expose
      the Company to other significant internal or external fraud losses and the
      extent of those losses and any disciplinary action in respect of fraud taken
      against management or other employees who have a significant role in financial
      reporting; and





v.
      any related significant issues and recommendations of the auditors together
      with
      management's responses thereto, including the timetable for implementation
      of
      recommendations to correct weaknesses in internal controls over financial
      reporting and disclosure controls.





4. **Compliance
      with Legal and Regulatory Requirements** — The
      Audit Committee
      shall review reports from the Company’s Corporate Secretary and other management
      members on: legal or compliance matters that may have a material impact on
      the
      Company; the effectiveness of the Company’s compliance policies; and any
      material communications received from regulators.


The
      Audit Committee
      shall review management's evaluation of and representations relating to
      compliance with specific Applicable Requirements, and management's plans to
      remediate any deficiencies identified.





5. **Audit
      Committee Hotline Procedures** — The
      Audit Committee
      shall establish for (a) the receipt, retention, and treatment of complaints
      received by the Company regarding accounting, internal accounting controls,
      or
      auditing matters; and (b) the confidential, anonymous submission by employees
      of
      the Company of concerns regarding questionable accounting or auditing matters.
      Any such complaints or concerns that are received shall be reviewed by the
      Audit
      Committee and, if the Audit Committee determines that the matter requires
      further investigation, it will direct the Chair of the Audit Committee to engage
      outside advisors, as necessary or appropriate, to investigate the matter and
      will work with management and the general counsel to reach a satisfactory
      conclusion.





6. **Audit
      Committee Disclosure** — The
      Audit Committee
      shall prepare, review and approve any audit committee disclosures required
      by
      Applicable Requirements in the Company’s disclosure documents.








7. **Delegation** — The
      Audit Committee
      may, to the extent permissible by Applicable Requirements, designate a
      sub-committee to review any matter within this mandate as the Audit Committee
      deems appropriate.





**5.
      REPORTING TO THE BOARD**


1.
      The Chair shall report to the Board, as required by Applicable Requirements
      or
      as deemed necessary by the Audit Committee or as requested by the Board, on
      matters arising at Audit Committee meetings and, where applicable, shall present
      the Audit Committee's recommendation to the Board for its approval.





**6.
      GENERAL**


1.
      The Audit Committee shall, to the extent permissible by Applicable Requirements,
      have such additional authority as may be reasonably necessary or desirable,
      in
      the Audit Committee’s discretion, to exercise its powers and fulfill the duties
      under this mandate.