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                                                                    EXHIBIT 15.4


                     CAMPBELL RESOURCES INC. (THE "COMPANY")

                             AUDIT COMMITTEE CHARTER

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Constitution, Composition, Meeting, Quorum, Decision and Notices

1.1.     The Board of Directors of the Company has to appoint an Audit Committee
         of a minimum number of three (3) Directors, all of whom being
         independent and financially literate in accordance with the laws,
         by-laws and applicable policies with respect to securities including
         without limitation Multilateral Instrument 52-110. Each member of the
         Audit Committee, amongst other things, has to be able to read and
         understand financial statements. The quorum of the Committee is the
         majority of the members.

1.2.     All matters requiring a decision of the Committee shall be decided by a
         majority vote.

1.3.     Notice of each meeting of the Audit Committee shall be given to each
         member orally or by letter, by fax, telegram or electronically, before
         the time scheduled for the meeting unless each and all members
         expressly renounce or by their presence at the meeting to such prior
         notice. Unless the members of the Committee wish to meet without any of
         these persons being present, notice of the meeting shall also be given
         to the following persons: The Chairman of the Board, the President, the
         Chief Financial Officer and the External Auditor.

2.       Power and Authority

2.1.     For the purposes of discharging its responsibilities and duties, the
         Audit Committee has the right to examine the books, registers and
         accounts of the Company and to discuss any question concerning the
         financial situation of the Company or any other question which relates
         to its responsibilities and duties with any employee and with the
         external auditor or the internal auditor of the Company and its
         subsidiaries.

2.2.     The external auditor reports directly to the Audit Committee and the
         Committee has the power to communicate directly with the external
         auditor as well as with the Executive Vice-President and Chief
         Administrative Officer. The external auditor is present at all of the
         meetings of the Committee where reports or financial statements that he
         has prepared or where public communications based upon these reports or
         financial statements are examined or approved by the Committee. The
         external auditor can also be invited to other meetings. Upon the
         external auditor's request, the Chairman of the Audit Committee will
         convene a meeting of the Audit Committee. The Audit Committee meets
         privately with the external auditor, without management being present,
         once per year after the presentation of the annual financial statements
         and at any time upon request.

2.3.     If the Audit Committee deems it appropriate, it can retain independent
         counsel, accountants or others to assist the Audit Committee in
         fulfilling its duties and responsibilities and it has the power and
         authority to approve and ensure the payment of their fees and
         disbursements.


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3.       Delegation

3.1.     The Audit Committee cannot delegate to management any of the
         responsibilities that are part of its responsibilities and duties.
         However, the Audit Committee may delegate to one or more independent
         members of the Audit Committee the authority to pre-approve non-audit
         services to be rendered by the external auditor. The pre-approval of
         non-audit services by any member to whom authority has been delegated
         must be presented to the Audit Committee at its first scheduled meeting
         following such a pre-approval and all of the conditions of Multilateral
         Instrument 52-110 and of the pre-approval policy adopted by the Audit
         Committee must be respected.

4.       Reports and Minutes

4.1.     The Audit Committee has to report to the Board of Directors on or about
         its work, activities and decisions at the meeting of the Board of
         Directors following the meeting of the Audit Committee providing all
         topics discussed, decisions taken, means undertaken in order to study
         and examine the reports, statements and documents submitted as well as,
         the level of satisfaction of the members of the Committee therewith,
         the unresolved issues, the disagreements and the decisions taken, in
         which cases, the justifying motives also have to be provided.

4.2.     The Secretary of the Company or such other person appointed by the
         Audit Committee shall act as secretary of the meetings of the Audit
         Committee and prepare the minutes of such meetings.

5.       Compensation

5.1.     The Board of Directors determines the compensation to be received by
         the members of the Audit Committee for their services.

6.       Chairman

6.1.     The Chairman of the Audit Committee is appointed by the Board of
         Directors amongst the members of the Audit Committee.

7.       Responsibilities and duties of the Audit Committee

         The Audit Committee shall :

7.1.     (General)

         Monitor the audit process and the integrity of the Company's financial
         reporting with a view to enhance the accuracy of the information
         provided and the quality of the Company's financial reporting and the
         respect of the rules and policies applicable to the Company concerning
         accounting, audits, audit committees and disclosure of financial
         information.

7.2.     (Financial)

         7.2.1.   review:

         (a)      the interim unaudited financial statements;


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         (b)      the audited annual financial statements, in conjunction with
                  the report of the external auditors;

         (c)      all public disclosures of financial information extracted or
                  derived from audited or unaudited financial statements,
                  including any prospectus, the annual information form and
                  management's discussion and analysis of the financial
                  condition and results of operations, press releases; and

         (d)      the compliance of management certification of financial
                  reports with applicable legislation and attestation of the
                  Company's disclosure controls and procedures;

         (e)      any report which accompanies published financial statements
                  (to the extent such a report discusses financial condition or
                  operating results) for consistency of disclosure with the
                  financial statements themselves;

         (f)      unusual or extraordinary items, transactions with related
                  parties, and adequacy of disclosure, key estimates and
                  judgments of management that may be material to financial
                  reporting;

         (g)      in its review of the financial statements, the appropriateness
                  of the Company's significant accounting principles, their
                  effectiveness including acceptable alternatives, and the
                  appropriateness of any significant changes in accounting
                  principles and practices;

         (h)      question management and the external auditors regarding
                  significant financial reporting issues discussed and the
                  method of resolution;

         (i)      before such statements or reports or any document or report
                  extracted or derived therefrom is made public.

         7.2.2.   Make recommendations to the Board of Directors concerning any
                  of the items described above, if necessary or useful.

7.3.     (Internal Controls)

         7.3.1.   review and monitor the Company's internal control procedures,
                  programs and policies, and assess the adequacy and
                  effectiveness of internal controls over the accounting and
                  financial reporting systems;

         7.3.2.   review:

                  (i)      the evaluation of internal controls made by the
                           external auditor, together with management's
                           response;

                  (ii)     the working relationship between management and the
                           external auditor; and

                  (iii)    internal control procedures to ensure compliance with
                           the law and avoidance of conflicts of interests.


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7.4.     (External Auditor)

         7.4.1.   generally, oversee the work of the external auditor and
                  recommend to the Board of Directors his appointment and his
                  compensation;

         7.4.2.   receive periodic reports from the external auditor regarding
                  the external auditor's independence;

         7.4.3.   take appropriate steps to ensure that the external auditor is
                  satisfied with the quality of the Company's accounting
                  principles and that the accounting estimates and judgments
                  made by management reflect an appropriate application of
                  generally accepted accounting principles;

         7.4.4.   undertake private discussions on a regular basis with the
                  external auditor to review the level of co-operation received
                  from management, any unresolved material differences of
                  opinion or disputes and the effectiveness of the work of the
                  internal audit;

         7.4.5.   review the terms of the external auditor's engagement and the
                  appropriateness and reasonableness of the proposed audit fees
                  as well as the compensation of any advisor retained by the
                  Committee;

         7.4.6.   when discussing the external auditor's independence:

                  (i)      consider both rotating the lead audit partner or
                           audit partner responsible for reviewing the audit
                           after a number of years and establishing hiring
                           policies for employees or former employees of the
                           external auditor and without restricting the
                           foregoing to pre-approve all non-audit services to be
                           provided to the Company by the external auditor;

                  (ii)     adopt detailed prior approval policies and process
                           with respect to the services mentioned in
                           sub-paragraph (i) hereinabove including the
                           obligation imposed upon management and the external
                           auditor to inform the Audit Committee of any
                           projected services unrelated to the audit and of the
                           rendering of such a service;

                  (iii)    examine the existing or potential relationship of the
                           Company with the external auditor including between
                           the employees of the Company and the partners,
                           employees, former partners and employees of the
                           former or present external auditor and without
                           limiting the generality of the foregoing to review
                           and approve the Company's hiring policies regarding
                           partners, employees and former partners and employees
                           of the present and former external auditor;

         7.4.7.   review the audit plan proposed by the external auditor with
                  management. and recommend to the Board of Directors the scope
                  of the external audit as stated in the audit plan;

         7.4.8.   review any and all problems experienced by the external
                  auditor in performing the audit, including restrictions
                  imposed by management or significant accounting issues on
                  which there was a disagreement with management;


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7.5.     (Risk Management)

         7.5.1.   monitor and adopt risk management systems and to ensure the
                  monitoring of these systems;

         7.5.2.   review such litigations, claims, transactions, fraud, illegal
                  acts, conflict of interest or contingencies as the external
                  auditors or any officer of the Company may bring to its
                  attention;

         7.5.3.   shall review the policy on use of derivatives and monitor the
                  risk if applicable;

         7.5.4.   review the effectiveness of control and control systems
                  utilized by the Company in connection with financial reporting
                  and other identified business risks;

         7.5.5.   review material valuation issued including mineral reserves,
                  including related assumptions;

         7.5.6.   review any legal matter that could have a significant impact
                  on the financial statements;

7.6.     (Complaints)

         7.6.1.   establish procedures for:

                  7.6.1.1  the treatment of complaints received by the Company
                           regarding accounting, internal accounting controls or
                           auditing matters; and

                  7.6.1.2  the confidential anonymous submission by employees of
                           concerns regarding questionable accounting or
                           auditing of the Company and its subsidiaries; and

7.7.     (Other Questions)

         7.7.1.   study any other question and performing other task that the
                  Board of Directors considers useful.