<PAGE>

                                                                   EXHIBIT 10.38

                               SYMMETRICOM, INC.

                            AUDIT COMMITTEE CHARTER

I.   PURPOSE

     The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities by reviewing the
Company's financial information, the system of internal controls and the
Company's audit process. The Audit Committee's primary duties and
responsibilities shall be:

          . Overseeing that management has maintained the reliability and
            integrity of the accounting policies and financial reporting and
            disclosure practices of the Company;

          . Overseeing that management has established and maintained processes
            to assure that an adequate system of internal control is functioning
            within the Company;

          . Overseeing that management has established and maintained processes
            to assure compliance by the Company with Company policy;

          . Reviewing and appraising the audit efforts of the Company's
            independent accountants and the internal audit function;

          . Providing an open avenue of communication among the independent
            accountants, financial and senior management, the internal audit
            function and the Board of Directors.


II.  COMPOSITION

     The Audit Committee shall be comprised of two or more directors as
determined by the Board, each of whom shall be an independent director. A third
director shall be elected to the Audit Committee by June 14, 2000. All members
of the Committee shall have a working familiarity with basic finance and
accounting practices and at least one member of the Committee shall have
accounting or related financial management expertise.


III. RESPONSIBILITIES AND DUTIES


     The Audit Committee shall have the following specific powers and duties:

     1. Holding such regular meetings as may be necessary and such special
        meetings as may be called by the Chairman of the Audit Committee or at
        the request of the independent accountants;

     2. Creating an agenda for the ensuing year;

     3. Reviewing the performance of the independent accountants, making
        recommendations to the Board of Directors regarding the appointment or
        termination of the independent accountants and overseeing the
        independence of the accountants.

     4. Conferring with the independent accountants and the internal audit
        function concerning the scope of their examinations of the books and
        records of the Company and its subsidiaries; reviewing and approving the
        independent accountants' annual engagement letter; reviewing and
        approving the Company's internal audit charter, annual audit plans and
        budget; directing the special attention of

<PAGE>

         the audit function to specific matters or areas deemed by the Committee
         or the audit function to be of special significance; and authorizing
         the audit function to perform such supplemental reviews or audits as
         the Committee may deem desirable;

     5.  Reviewing with management, the independent accountants and internal
         audit function significant risks and exposures, audit activities and
         significant audit findings;

     6.  Reviewing the range and cost of audit and non-audit services performed
         by the independent accountants;

     7.  Reviewing the nature and extent of any significant changes in
         accounting principles or the application therein;

     8.  Reviewing the adequacy of the Company's systems of internal control;

     9.  Obtaining from the independent accountants and the internal audit
         function their recommendations regarding internal controls and other
         matters relating to the accounting procedures and the books and records
         of the Company and its subsidiaries and reviewing the correction of
         controls deemed to be deficient;

     10. Providing an independent, direct communication between the Board of
         Directors, the internal audit function and independent accountants;

     11. Reviewing the programs of the Company designed to ensure compliance
         with Company policy and monitoring the results of these compliance
         efforts;

     12. Reporting through its Chairman to the Board of Directors following the
         meetings of the Audit Committee;

     13. Maintaining minutes or other records of meetings and activities of the
         Audit Committee;

     14. Reviewing the powers of the Committee annually and reporting and making
         recommendations to the Board of Directors on these responsibilities;

     15. Conducting or authorizing investigations into any matters with the
         Audit Committee's scope of responsibilities. The Audit Committee shall
         be empowered to retain independent counsel, accountants, or others to
         assist it in the conduct of any investigation;

     16. Considering such matters in relation to the financial affairs of the
         Company and its accounts, and in relation to the internal and external
         audit of the Company as the Audit Committee may, in its discretion,
         determine to be advisable.