Exhibit
10.13


    

     

    RVUE
HOLDINGS, INC.

    AUDIT
COMMITTEE CHARTER

     

    AUTHORITY AND COMPOSITION

     

    The Audit
Committee of the Board of Directors (the "Board") of the Company is an integral
part of the Company's corporate structure. The Company's control environment is
influenced significantly by the Board and the Audit Committee.

     

    The
primary function of the Audit Committee is to assist the Board in fulfilling its
legal and fiduciary obligations with respect to matters involving the
accounting, auditing, financial reporting, internal control and legal compliance
functions of the Company and its subsidiaries. Accordingly, the Audit Committee
has oversight responsibilities with respect to: the financial reports and other
financial information provided by the Company to any governmental body or the
public; the Company's systems of internal controls regarding finance,
accounting, legal compliance and ethics that management and the Board have
established; the Company's auditing, accounting and financial reporting
processes generally; the independent auditors qualifications and independence;
and the performance of the Company's internal audit function and independent
auditors. Consistent with these functions, the Audit Committee should encourage
continuous improvement of, and should foster adherence to, the Company's
policies, procedures and practices at all levels.

     

    The
membership of the Audit Committee shall consist of at least one (1) and no more
than three (3) independent members of the Board, who shall serve at the Board's
pleasure. It is the goal of the Audit Committee that all of the members of the
Audit Committee should meet the independence requirements of Rule 4200(a) and
Rule 4350(d)(2)(A) of the Nasdaq Stock Market, Inc. ("Nasdaq"), Rule 10A-3(b)(1)
under the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and
regulations of the Securities and Exchange Commission (the "Commission")
thereunder and such other requirements as may be adopted by Nasdaq and the
Commission from time to time. No Audit Committee member shall simultaneously
serve on the audit committee of more than three other public
companies.

     

    Each
member of the Audit Committee shall be 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 Audit Committee. All members of the
Committee shall at the time of appointment have a working familiarity with basic
finance and accounting practices and an ability to read and understand
fundamental financial statements, including a company's balance sheets, income
statement, and cash flow statement. At least one member of the Audit Committee
shall be an "audit committee financial expert", as defined by the Commission
rules, and shall have 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 but not limited to being or having been a chief
executive officer, chief financial officer, other senior officer with financial
oversight responsibilities, or an active participant on one or more public
company audit committees.

     

    The
members of the Committee shall be elected by the Board at the annual meeting of
the Board or until their successors shall be duly elected and qualified. Unless
a Chair is elected by the full Board, the members of the Committee may designate
a Chair by Majority vote of the full Committee membership.

     

    MEETINGS

     

    The
presence in person or by telephone of a majority of the Audit Committee shall
constitute a quorum, and the actions of a majority of the members of the Audit
Committee present at any meeting at which a quorum is present, or actions
unanimously adopted in writing without holding a meeting, shall be the acts of
the Audit Committee. The Chair of the Committee shall report to the Board
following the meetings of the Audit Committee. The Audit Committee may ask
members of management or others to attend any meetings (or portion thereof) and
provide pertinent information as necessary. The Audit Committee shall meet at
least quarterly or more frequently as it shall determine is necessary to carry
out its duties and responsibilities.. As part of its job to foster open
communication, the Audit Committee shall meet at least annually with management,
the director of the internal auditing department and the independent auditors in
separate executive sessions to discuss any matters that the Audit Committee or
each of these groups believe should be discussed privately. In addition, the
Committee will meet or confer with the independent auditors and management
quarterly to review the Corporation's financial statements prior to their filing
with the Commission. The Chairman of the Audit Committee shall work, as
necessary, with the Chief Financial Officer, Chief Accounting Officer and
management, the independent auditors and the chief internal auditor to establish
agendas for Committee meetings. The Committee shall maintain minutes of its
meetings and records relating to the Committee's activities and provide copies
of such meetings and records to the Board.

     

    RESPONSIBILITIES
AND DUTIES

     

    To
fulfill its responsibilities and duties, the Audit Committee shall:

     

    DOCUMENTS/REPORTS
REVIEW

     

     

    
      	
               
      

            	
              ·

            	
              Review
      and reassess the adequacy of this Charter and recommend any proposed
      changes to the Nominating and Governance Committee of the Board, as
      appropriate, on at least an annual basis or more frequently as conditions
      dictate. The Committee shall annually undertake an evaluation assessing
      its performance with respect to its purposes and duties and the tasks set
      forth in this Charter, and will report the results of such evaluation to
      the Nominating and Governance Committee of the
  Board.

            


    

     

    
      	
               
      

            	
              ·

            	
              Review
      and discuss with management and the independent auditors the Company's
      annual financial statements and any reports or other financial information
      submitted to any governmental body or the public, including the internal
      control report to be included in the Company's annual report in accordance
      with the Act and rules promulgated thereunder, as well as any
      certification, report, opinion, or review rendered by the independent
      auditors.

            


    

     

    
      	
               
      

            	
              ·

            	
              Review
      the regular internal reports to management prepared by the internal
      auditing department and management's
responses.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              ·

            	
              Review
      with financial management and the independent auditors the Forms 10-Q and
      10-K and earnings press releases and earnings guidance provided to
      analysts and ratings agencies prior to filing or prior to the release of
      earnings.

            


    

     

    
      	
               
      

            	
              ·

            	
              Conduct
      or authorize investigations into any matters within the Audit Committee's
      scope of responsibility.

            


    

     

    
      	
               
      

            	
              ·

            	
              Retain
      and determine appropriate funding needed by the Audit Committee for
      payment of: (1) compensation to the independent auditors engaged for the
      purpose of preparing or issuing audit reports or performing other audit,
      review, or attest services for the Company; (2) compensation to any
      advisers employed by the Audit Committee; and (3) ordinary administrative
      expenses of the Audit Committee that are necessary or appropriate in
      carrying out its duties, including the conduct of any investigation, or to
      discuss matters that may have a significant impact on the Company,
      including those matters that may affect its financial reporting, auditing
      procedures, or compliance policies and
programs.

            


    

     

    INDEPENDENT
AUDITORS

     

    
      	
               
      

            	
              ·

            	
              The
      Audit Committee shall be solely and directly responsible for the selection
      and retention, evaluation and oversight of, and shall determine
      appropriate funding for and where appropriate discharge and replace, the
      Company's independent auditors engaged for the purposes of preparing or
      issuing an audit report or performing other audit, review or attest
      services for the Company (or nominate the independent accountant to be
      proposed for stockholder ratification in any proxy statement), considering
      independence and effectiveness. The independent accountant shall report
      directly to and be ultimately accountable to the Audit Committee. The
      Committee has the ultimate authority to approve all audit engagement fees
      and terms, The Committee shall review, evaluate and approve the annual
      engagement proposal of the independent auditors (including the proposed
      scope and approach of the annual
audit).

            


    

     

    
      	
               
      

            	
              ·

            	
              Review
      with the independent auditors any audit problems or difficulties the
      independent auditors may have encountered in the course of its audit work,
      and management's responses, including (i) any restrictions on the scope of
      activities or access to requested information and (ii) any significant
      disagreements with management.

            


    

     

    
      	
               
      

            	
              ·

            	
              Discuss
      with the independent auditors (i) any accounting adjustments that were
      noted or proposed by the independent auditors but were passed on and (ii)
      any material communications between the audit team and the independent
      auditors' national office regarding accounting issues that the engagement
      presented.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              ·

            	
              Review
      and discuss with the independent auditors the management report on
      internal controls over financial reporting and the related attestation
      report of the independent auditors required by Section 404 of the
      Sarbanes-Oxley Act.

            


    

     

    
      	
               
      

            	
              ·

            	
              Confirm
      that the independent auditors satisfy the auditing, quality control,
      ethics and independence requirements of the Exchange Act (and of the
      accounting board created pursuant to the Exchange Act), the rules of the
      Commission and, if applicable, the rules of
  Nasdaq.

            


    

     

    
      	
               
      

            	
              ·

            	
              On
      an annual basis, obtain from the independent auditors a formal written
      statement delineating all relationships between the independent accountant
      and the Company, consistent with Independence Standards Board Standard 1,
      and review and discuss with the independent auditors all significant
      relationships the independent auditors have with the Company to determine
      the accountant's independence.

            


    

     

    
      	
               
      

            	
              ·

            	
              Actively
      engage in dialogue with the independent auditors with respect to any
      disclosed relationships or services that may affect the objectivity and
      independence of the independent auditors and take, or recommend that the
      full board take, appropriate action to oversee the independence of the
      independent auditors.

            


    

     

    
      	
               
      

            	
              ·

            	
              Periodically
      consult with the independent auditors out of the presence of management
      about internal controls and the fullness and accuracy of the Company's
      financial statements.

            


    

     

    
      	
               
      

            	
              ·

            	
              Ensure
      that the independent auditors do not provide to the Company any non-audit
      services, the provision or receipt of which is prohibited by the Exchange
      Act or the rules of the Commission under the Exchange
  Act.

            


    

     

    
      	
               
      

            	
              ·

            	
              Approve
      in writing in advance all auditing services and any provision by the
      independent auditors to the Company of any non-audit services the
      provision of which is not prohibited by the Exchange Act or the rules of
      the Commission under the Exchange Act. Such pre-approval can be given as
      part of the Committee's approval of the scope of the engagement of the
      independent auditors or on an individual basis. The pre-approval of
      permitted non-audit services can be delegated to one or more members of
      the Committee, but the decision must be presented to the full Committee at
      the next regularly scheduled meeting. The Audit Committee does not have to
      pre-approve permitted non-audit services provided that (i) the fees for
      all such services do not aggregate to more than five percent of total fees
      paid by the Company to the independent auditors in the fiscal year when
      services are provided; (ii) such services were not recognized as non-audit
      services at that time of engagement; and (iii) such services are promptly
      brought to the attention of the Audit Committee and approved by the Audit
      Committee prior to the completion of the
audit.

            


    

     

    
      	
               
      

            	
              ·

            	
              At
      least annually, obtain and review a report by the independent auditors
      describing (i) their firm's internal quality control procedures; and (ii)
      any material issues raised by the most recent internal quality control
      review, or peer review, of their firm, or by any inquiry or investigation
      by governmental or professional authorities, within the last five years,
      respecting one or more independent audits carried out by the firm, and any
      steps taken to address any such
issues.

            


    

     

    
      	
               
      

            	
              ·

            	
              Meet
      with the independent auditors and discuss the role of the Audit Committee,
      the fact that the independent auditors report to the Audit Committee, and
      the form and content of the report to be delivered to the Audit
      Committee.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              ·

            	
              Set
      clear policies for the hiring by the Company of employees or former
      employees of the independent
auditors.

            


    

     

    
      	
               
      

            	
              ·

            	
              The
      Committee shall review the experience and qualifications of the senior
      members of the independent auditors team, including the lead partner of
      the independent auditors, The Audit Committee shall determine that the
      independent auditors have a process in place to address the rotation of
      the lead audit partner and other audit partners serving the account as
      required under the Commission's independence
  rules.

            


    

     

    FINANCIAL REPORTING
PROCESSES

     

    
      	
               
      

            	
              ·

            	
              In
      consultation with the independent auditors, the internal auditors and
      financial and accounting personnel, review the scope of the audit and the
      integrity, adequacy and effectiveness of the Company's accounting and
      financial controls and financial reporting processes, both internal and
      external, and elicit recommendations for improvements
    thereto.

            


    

     

    
      	
               
      

            	
              ·

            	
              Obtain
      and review timely reports from the independent auditors regarding (i) all
      critical accounting policies and practices used by the Company, (ii) all
      alternative treatments of financial information within GAAP that have been
      discussed with management, ramifications of the use of such alternative
      disclosures and treatments and the treatment preferred by the independent
      auditors; and all material written communications between the independent
      auditors and management, including any management letters and schedule of
      unadjusted differences.

            


    

     

    
      	
               
      

            	
              ·

            	
              Review
      with management and the independent auditors the independent auditors
      judgments on the quality, not just the acceptability, of the Company's
      accounting principles, the reasonable of significant judgments, and the
      clarity of disclosures and underlying estimates in the financial
      statements.

            


    

     

    
      	
               
      

            	
              ·

            	
              Discuss
      with the independent auditors the matters required to be discussed by
      Statement of Auditing Standard No. 61 relating to the conduct of the
      audit.

            


    

     

    
      	
               
      

            	
              ·

            	
              Consider
      and recommend for approval, or if appropriate, approve, major changes to
      the Company's auditing and accounting principles and practices as
      suggested by the independent auditors, management or the internal auditing
      department.

            


    

     

    
      	
               
      

            	
              ·

            	
              Discuss
      with management, the internal auditors, and the independent auditors (1)
      management's process for evaluating its disclosure controls and procedures
      and the adequacy and effectiveness thereof, and (2) any changes in
      internal controls over financial reporting. Review with the Chief
      Executive Officer, Chief Financial Officer, and Chief Accounting Officer
      any material weaknesses or significant deficiencies in the Company's
      disclosure controls and procedures.

            


    

     

    
      	
               
      

            	
              ·

            	
              Review
      with the Chief Executive Officer, Chief Financial Officer, and the Chief
      Accounting Officer the disclosures made to the Audit Committee during
      their certification process for the Form 10-K and Form 10-Qs about
      significant deficiencies in the design or operation of internal controls
      over financial reporting or material weaknesses therein and any fraud
      involving management or other employees who have a significant role in the
      Company's internal controls,

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              ·

            	
              Review
      and discuss with management and the independent auditors (i) any
      significant financial or non-financial arrangements which do not appear on
      the financial statements and (ii) any transactions or courses of dealing
      with parties related to the Company which transactions or dealings are
      significant in size or involve terms or other aspects that differ from
      those that would be negotiated with independent parties, and which
      arrangements, transactions or courses of dealing are relevant to an
      understanding of the Company's financial statements, financial condition,
      results of operations or cash
flows.

            


    

     

    PROCESS
IMPROVEMENT

     

    
      	
               
      

            	
              ·

            	
              Establish
      regular and separate systems of reporting to the Audit Committee by each
      of management, the independent auditors and the internal auditors
      regarding any significant financial reporting issues and judgments made in
      connection with the preparation of the financial statements, including an
      analysis of the effect of alternative GAAP methods, and the view of each
      as to appropriateness of such
judgments.

            


    

     

    
      	
               
      

            	
              ·

            	
              Following
      completion of the annual audit, review separately with each of management,
      the independent auditors and the internal auditing department any
      significant difficulties encountered during the course of the audit,
      including any restrictions on the scope of work or access to required
      information.

            


    

     

    
      	
               
      

            	
              ·

            	
              Review
      any significant disagreement among management and the independent auditors
      or the internal auditing department in connection with the preparation of
      the financial statements.

            


    

     

    
      	
               
      

            	
              ·

            	
              Review
      with the independent auditors, the internal auditing department and
      management the extent to which changes or improvements to financial or
      accounting practices, as approved by the Audit Committee, have been
      implemented.

            


    

     

    
      	
               
      

            	
              ·

            	
              Establish
      procedures for receiving, retaining and responding to complaints received
      by the Company regarding accounting, internal accounting controls or
      auditing matters, and the confidential, anonymous submission by employees
      of the Company of concerns regarding questionable accounting or auditing
      matters.

            


    

     

    ETHICAL AND LEGAL
COMPLIANCE

     

    
      	
               
      

            	
              ·

            	
              Ensure
      that management has the proper review system in place to ensure that the
      Company's financial statements, reports and other financial information
      disseminated to governmental organizations and the public satisfy legal
      requirements.

            


    

     

    
      	
               
      

            	
              ·

            	
              Review
      the Company's policies with respect to risk assessment and risk
      management, including the risk of fraud and financial risk exposures, with
      management, the internal auditors and the independent auditors and the
      steps management has taken to monitor, control and minimize such risks and
      exposures.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              ·

            	
              The
      Audit Committee shall review the Company's compliance and ethics programs,
      including consideration of legal and regulatory requirements, and shall
      review with management its periodic evaluation of the effectiveness of
      such programs. The Audit Committee shall approve, review and monitor the
      Company's code of conduct required by applicable law or exchange listing
      standards and covering the conduct and ethical behavior of directors,
      officers and employees and the programs that management has established to
      monitor compliance with such code. The Committee shall approve any
      amendments to such Code and shall approve in advance any waivers of such
      code for directors, executive officers and senior financial officers. The
      Audit Committee shall receive any corporate attorneys' reports of evidence
      of a material violation of securities laws or breaches of fiduciary duty
      by the Company.

            


    

     

    
      	
               
      

            	
              ·

            	
              The
      Committee shall review and approve in advance all related party
      transactions.

            


    

     

    
      	
               
      

            	
              ·

            	
              Review
      proposed significant, complex, and/or unusual transactions, the business
      rationale, approval, and monitoring of such transactions, and their effect
      on the financial statements.

            


    

     

    
      	
               
      

            	
              ·

            	
              Review
      the activities, organizational structure, qualifications, effectiveness
      and budget of the internal audit department and review material internal
      audit reports (or summaries thereof) and management's responses thereto.
      The Committee shall approve the appointment, replacement, reassignment or
      dismissal of the Vice President of Internal
  Audit.

            


    

     

    
      	
               
      

            	
              ·

            	
              Review,
      with the organization's counsel, any legal or regulatory matters, that
      could have a significant impact on matters within the scope of the Audit
      Committee.

            


    

     

    
      	
               
      

            	
              ·

            	
              Prepare
      the required Audit Committee report to be included in the Company's annual
      proxy statement as required by the proxy rules under the Exchange
      Act.

            


    

     

    
      	
               
      

            	
              ·

            	
              Perform
      any other activities consistent with this Charter, the Company's By-laws
      and governing law, as the Audit Committee or the Board deem necessary or
      appropriate.

            


    

     

    
      	
               
      

            	
              ·

            	
              The
      Audit Committee shall have unrestricted access to the Company's personnel,
      independent auditors and outside counsel and all documents and will be
      given the resources necessary to operate under this Charter as determined
      by the Audit Committee, including the authority to engage independent
      counsel and other advisers and experts, as it determines necessary or
      appropriate to carry out its duties, and in connection therewith to
      receive appropriate funding, determined by the Committee, from the
      Company.

            


    

     

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

     

    LIMITATION
ON THE AUDIT COMMITTEE'S ROLE

     

    Although
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 GAAP and applicable rules and
regulations, which is the responsibility of management and the independent
public accountant.

     

    Adopted
on May 13, 2010.

     

     

    
      
        
        

      

      
        7