EXHIBIT
4.7

    EUGENIC
CORP.

    


    Amended
Audit Committee Charter

    


    This
Audit Committee Charter (the “Charter”) has been adopted by the Board of
Directors (the “Board”) of Eugenic Corp. (the “Company”).  The Audit
Committee of the Board (the “Committee”) will review and reassess this charter
annually and recommend any proposed changes to the Board for
approval.  The Audit Committee’s primary duties and responsibilities
are to:

    


    
      	 
      	
              ·

            	
              Oversee
      (i) the integrity of the Company’s financial statements; (ii) the
      Company’s compliance with legal and regulatory requirements; and (iii) the
      independent auditors’ qualifications and independence.

            
	 
      	
              ·

            	
              Serve
      as an independent and objective party to monitor the Company’s financial
      reporting processes and internal control systems.

            
	 
      	
              ·

            	
              Review
      and appraise the audit activities of the Company’s independent auditors
      and the internal auditing functions.

            
	 
      	
              ·

            	
              Provide
      open lines of communication among the independent auditors, financial and
      senior management, and the Board of Directors for financial reporting and
      control matters.

            


    

    


    Role
and Independence: Organization

    


    The
Committee assists the Board on fulfilling its responsibility for oversight of
the quality and integrity of the accounting, auditing, internal control and
financial reporting practices of the Company.  It may also have such
other duties as may from time to time be assigned to it by the
Board.

    


    The Audit
Committee is to be comprised of at least three directors.  The
majority of this Committee  must be independent from management and
free from any relationship that, in the opinion of the Board, would interfere
with the exercise of his or her independent judgment as a member of the
Committee.

    


    All
members shall, to the satisfaction of the Board, be financially literate (i.e.
will have the ability to read and understand a balance sheet, an income
statement, a cash flow statement and the notes attached thereto), and at least
one member shall have accounting or related financial management expertise to
qualify as “financially sophisticated”.  A person will qualify as
“financially sophisticated” is an individual who possesses the following
attributes:

    


    
      	 
      	
              1.

            	
              an
      understanding of financial statements and generally accepted accounting
      principles;

            
	 
      	
              2.

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

            
	 
      	
              3.

            	
              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;

            
	 
      	
              4.

            	
              an
      understanding of internal controls and procedures for financial reporting;
      and

            
	 
      	
              5.

            	
              an
      understanding of audit committee
functions.

            


    

    


    The
majority of the members of the Committee are “independent” as defined by the
Securities and Exchange Commission, and the Board has determined that Mr. Klyman
is an “audit committee financial expert” as defined in Item 401(h) of Regulation
S-K promulgated by the Securities and Exchange Commission.

    


    The
Committee members will be elected annually at the first meeting of the Board
following the annual meeting of shareholders.  Each member of the
Committee serves during the pleasure of the Board and, in any event, only so
long as he or she is a director.

    


    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    


    One
member of the Committee shall be appointed as chair.  The chair shall
be responsible for leadership of the Committee, including scheduling and
presiding over meetings and making regular reports to the Board.  The
chair will also maintain regular liaison with the CEO, CFO, and the lead
independent audit partner.

    


    Responsibilities
and Powers

    


    Although
the Committee may wish to consider other duties from time to time, the general
recurring activities of the Committee in carrying out its oversight role are
described below.

    


    
      	 
      	
              ·

            	
              Annual
      review and revision of this Charter as necessary with the approval of the
      Board.

            
	 
      	
              ·

            	
              Review
      and obtain from the independent auditors a formal written statement
      delineating all relationships between the auditor and the Company,
      consistent with Independence Standards Board Standard
1.

            
	 
      	
              ·

            	
              Recommending
      to the Board the independent auditors to be retained (or nominated for
      shareholder approval) to audit the financial statements of the
      Company.  Such auditors are ultimately accountable to the Board
      and the Committee, as representatives of the
  shareholders.

            
	 
      	
              ·

            	
              Evaluating,
      together with the Board and management, the performance of the independent
      auditors and, where appropriate, replacing such
  auditors.

            
	 
      	
              ·

            	
              Obtaining
      annually from the independent auditors a formal written statement
      describing all relationships between the auditors and the Company. The
      Committee shall actively engage in a dialogue with the independent
      auditors with respect to any relationship that may impact the objectively
      and the independence of the auditors and shall take, or recommend that the
      Board take, appropriate actions to oversee and satisfy itself as to the
      auditors’ independence.

            
	 
      	
              ·

            	
              Ensuring
      that the independent auditors are prohibited from providing the following
      non-audit services and determining which other non-audit services the
      independent auditors are prohibited from
  providing:

            


    

    


    
      	 
      	
              o

            	
              Bookkeeping
      or other services related to the accounting records or financial
      statements of the Company;

            
	 
      	
              o

            	
              Financial
      information systems design and implementation;

            
	 
      	
              o

            	
              Appraisal
      or valuation services, fairness opinions, or contribution-in-kind
      reports;

            
	 
      	
              o

            	
              Actuarial
      services;

            
	 
      	
              o

            	
              Internal
      audit outsourcing services;

            
	 
      	
              o

            	
              Management
      functions or human resources;

            
	 
      	
              o

            	
              Broker
      or dealer, investment advisor or investment banking
    services;

            
	 
      	
              o

            	
              Legal
      services and expert services unrelated to the audit;
and

            
	 
      	
              o

            	
              Any
      other services which the Public Company Accounting Oversight Board
      determines to be impermissible.

            


    

    


    
      	 
      	
              ·

            	
              Approving
      any permissible non-audit engagements of the independent
      auditors.

            
	 
      	
              ·

            	
              Meeting
      with the auditors and management of the Company to review the scope of the
      proposed audit for the current year, and the audit procedures to be used,
      and to approve audit fees.

            
	 
      	
              ·

            	
              Reviewing
      the audited financial statements and discussing them with management and
      the independent auditors.  Consideration of the quality of the
      Company’s accounting principles as applied in its financial
      reporting.  Based on such review, the Committee shall make its
      recommendation to the Board as to the inclusion of the Company’s audited
      financial statement in the Company’s Annual Report to
      Shareholders.

            
	 
      	
              ·

            	
              Discussing
      with management and the independent auditors the quality and adequacy of
      and compliance with the Company’s internal controls.

            
	 
      	
              ·

            	
              Establishing
      procedures: (i) for receiving, handling and retaining of complaints
      received by the Company regarding accounting, internal controls, or
      auditing matters, and (ii) for employees to submit confidential anonymous
      concerns regarding questionable accounting or auditing
      matters.

            
	 
      	
              ·

            	
              Review
      and discuss all related party transactions involving the
      Company.

            
	 
      	
              ·

            	
              Engaging
      independent counsel and other advisors if the Committee determines that
      such advisors are necessary to assist the Committee in carrying out its
      duties.

            
	 
      	
              ·

            	
              Publicly
      disclose the receipt of warning about any violations of corporate
      governance rules.

            


    

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    


    Authority

    


    The
Committee will have the authority to retain special legal, accounting or other
experts for advise, consultation or special investigation.  The
Committee may request any officer or employee of the Company, the Company’s
outside legal counsel, or the independent auditor to attend a meeting of the
Committee, or to meet with any member of, or consultants to, the
Committee.  The Committee will have full access to the books, records
and facilities of the Company.

    


    Meetings

    


    The
Committee shall meet at least yearly, or more frequently as the Committee
considers necessary.  Opportunities should be afforded periodically to
the external auditor and to senior management to meet separately with the
independent members of the Committee. Meetings may be with representatives of
the independent auditors, and appropriate members of management, all either
individually or collectively as may be required by the Chairman of the
Committee.

    


    The
independent auditors will have direct access to the Committee at their own
initiative.

    


    The
Chairman of the Committee will report periodically the Committee’s findings and
recommendations to the Board of Directors.

    


    Dated the
28th
day of May 2009

    


    
      
         

      

      
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