EXHIBIT 3.3
                             AUDIT COMMITTEE CHARTER
                OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
                                       OF
                                  FINDWHAT.COM

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                                    AMENDED AND RESTATED AS OF DECEMBER 15, 2003

1.       PURPOSES

         The primary purposes of the committee are to oversee on behalf of the
company's board of directors: (1) the accounting and financial reporting
processes of the company and integrity of the company's financial statements,
(2) the audits of the company's financial statements and appointment,
compensation, qualifications, independence and performance of the company's
independent auditors, (3) the company's compliance with legal and regulatory
requirements, and (4) the company's internal control over financial reporting.

         The committee relies on the expertise and knowledge of management, the
internal auditors and the independent auditor in carrying out its oversight
responsibilities. Management of the company is responsible for determining that
the company's financial statements are complete, accurate and in accordance with
generally accepted accounting principles. The independent auditor is responsible
for auditing the company's financial statements. It is not the duty of the
committee to plan or conduct audits, to determine that the financial statements
are complete and accurate and are in accordance with generally accepted
accounting principles, to conduct investigations, or to assure compliance with
laws and regulations or the company's internal policies, procedures and
controls.

2.       COMPOSITION

         (a) At Least Three Members. The committee is comprised of at least
three directors. The board of directors will designate a committee member as the
chairperson of the committee, or if the board of directors does not do so, the
committee members will appoint a committee member as chairperson by a majority
vote of the authorized number of committee members.

          (b) Independence. All committee members must be independent as
determined by the board of directors in accordance with the Nasdaq listing
standards (the "listing standards") and applicable SEC rules, as they may be
amended from time to time.

         (c) Financial Literacy. Each committee member must be financially
literate upon appointment to the committee, as determined by the board of
directors pursuant to the listing standards. At all times, there must be at
least one member of the committee who, as determined by the board of directors,
meets the finance, accounting or comparable experience requirement of the
listing standards. In addition, the board of


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directors must annually evaluate whether or not at least one member of the
committee is an audit committee financial expert as defined in the SEC rules.

         (d) Appointment. Subject to the requirements of the listing standards,
the board of directors may appoint and remove committee members in accordance
with the company's bylaws. Committee members will serve for terms as may be
fixed by the board of directors, and in any case at the will of the board of
directors whether or not a specific term is fixed.

3.       SELECTION AND REVIEW OF INDEPENDENT AUDITORS AND THEIR SERVICES

         (a) Overall Authority. The committee has sole authority and direct
responsibility for the appointment, compensation, retention, termination,
evaluation and oversight of the work of the independent auditors engaged by the
company for the purpose of preparing or issuing an audit report or related work
or performing other audit, review or attest services for the company. The
independent auditors must report directly to the committee. The committee's
authority includes, without limitation, resolution of disagreements between
management and the auditors regarding financial reporting.

         (b) Terms of Audit and Non-Audit Engagements. The committee has sole
authority to pre-approve all audit, review, attest and permissible non-audit
services to be provided to the company or its subsidiaries by the independent
auditors. The committee may establish pre-approval policies and procedures in
compliance with applicable SEC rules.

4.       ANNUAL FINANCIAL REPORTING

         In connection with the audit of each fiscal year's financial
statements, the committee will undertake the following actions:

         (a) Discuss Financial Statements and Internal Control Report with
Management. Review and discuss with appropriate members of the company's
management the audited financial statements, related accounting and auditing
principles and practices, and management's assessment of internal control over
financial reporting and the related reports on internal control to be included
in the company's Annual Report on Form 10-K (as and when these reports are
required under SEC rules).

         (b) Critical Accounting Policy Report. Timely request and receive from
the independent auditors (prior to each filing of the audit report with the SEC)
the report required in connection with the annual audit pursuant to applicable
SEC rules concerning (1) all critical accounting policies and practices to be
used; (2) all alternative treatments within generally accepted accounting
principles for policies and practices related to material items that have been
discussed with management of the company, including: (i) ramifications of the
use of such alternative disclosures and treatments; and (ii) the treatment
preferred by the independent auditors; and (3) other material written
communications between the independent auditors and the management of the
company, such as any management letter or schedule of unadjusted differences.


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         (c) SAS 61 Review. Discuss with the independent auditors the audited
financial statements and the matters required to be discussed by Statement on
Auditing Standards No. 61, including such matters as (1) the quality and
acceptability of the accounting principles applied in the financial statements,
(2) new or changed accounting policies, the effect of regulatory and accounting
initiatives, and significant estimates, judgments, uncertainties or unusual
transactions, (3) the selection, application and effects of critical accounting
policies and estimates applied by the company, (4) issues raised by any
"management" or "internal control" letter from the auditors, problems or
difficulties encountered in the audit and management's response, disagreements
with management, or other significant aspects of the audit, and (5) any
off-balance sheet transactions, and relationships with any unconsolidated
entities or any other persons, that may have a material current or future effect
on the financial condition or results of the company and are required to be
reported under SEC rules.

         (d) Review of MD&A. Review with appropriate management and auditor
representatives the company's intended disclosures under "Management's
Discussion and Analysis of Financial Condition and Results of Operations" to be
included in the company's annual report on Form 10-K.

         (e) Obtain ISB No. 1 Disclosure. Receive from the independent auditors
a formal written statement of all relationships between the auditors and the
company consistent with Independence Standards Board Standard No. 1.

         (f) Dialogue with Auditors on Independence. Actively discuss with the
auditors any disclosed relationships or services that may impact the objectivity
or independence of the auditors.

         (g) Recommend Filing of Audited Financial Statements. Recommend whether
or not the audited financial statements should be included in the company's
Annual Report on Form 10-K for filing with the SEC.

5.       QUARTERLY FINANCIAL REPORTING

         The committee's quarterly review will normally include a review and
discussion with management and the independent auditors, as the committee
considers appropriate, of the following materials:

         (a) Quarterly Review. The quarterly financial statements of the company
and the results of the independent auditors' review of these financial
statements.

         (b) Discussion of Significant Matters with Management. Management's
analysis of significant matters that relate to (1) the quality and acceptability
of the accounting principles applied in the financial statements, (2) new or
changed accounting policies, the effect of regulatory and accounting
initiatives, and significant estimates, judgments, uncertainties or unusual
transactions, (3) the selection, application and effects of critical accounting
policies and estimates applied by the company, and (4) any off-balance sheet
transactions and relationships with any unconsolidated entities or any other


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persons that may have a material current or future effect on the financial
condition or results of the company and are required to be reported under SEC
rules.

         (c) MD&A. The company's disclosures under "Management's Discussion and
Analysis of Financial Condition and Results of Operations" to be included in the
company's quarterly report on Form 10-Q.

6.       OTHER FUNCTIONS

         (a) Annual Review of this Charter. The committee will review and
reassess the adequacy of this charter annually and recommend any proposed
changes to the board of directors.

         (b) Complaints and Anonymous Submissions. The committee will establish
and maintain procedures for (1) the receipt, retention, and treatment of
complaints received by the company regarding accounting, internal accounting
controls, and auditing matters, and (2) the confidential, anonymous submission
by employees of the company of concerns regarding questionable accounting or
auditing matters.

         (c) Related Party Approvals. It is the company's policy that the
company will not enter into related party transactions defined in the listing
standards unless the committee or another independent body of the board of
directors first reviews and approves the transactions.

         (d) Compliance. The committee, to the extent it deems necessary or
appropriate, will periodically review with management the company's disclosure
controls and procedures, internal control for financial reporting purposes, and
systems and procedures to promote compliance with laws.

         (e) Earnings Releases. The committee will discuss with management
earnings press releases and other published financial information, including
management projections for financial performance. This may be conducted
generally as to types of information and presentations.

         (f) Internal Control Over Financial Reporting. The committee will
periodically review and discuss, as appropriate, with management and the
independent auditors: (1) the design and effectiveness of the company's internal
control over financial reporting as defined in the SEC rules, and (2) any
significant deficiencies or material weaknesses in that internal control, any
change that has materially affected or is reasonably likely to materially affect
that internal control, and any fraud (whether or not material) that involves
management or other employees who have a significant role in that internal
control, that have been reported to the committee.

         (g) Reports from Legal Counsel. The committee will review and take
appropriate action with respect to any reports to the committee from legal
counsel engaged by the company concerning any material violation of securities
law or breach of fiduciary duty or similar violation by the company, its
subsidiaries or any person acting on their behalf.


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         (h) Other Reviews. The committee, as the committee may consider
appropriate, may consider and review with the full board of directors, company
management, internal or outside legal counsel, or the independent auditors any
other topics relating to the purpose of the committee that may come to the
committee's attention. The committee may perform any other activities consistent
with this charter, the bylaws and applicable listing standards and laws as the
committee or the board of directors considers appropriate.

7.       MEETINGS, REPORTS AND RESOURCES OF THE COMMITTEE.

         (a) Meetings. The committee will meet as often as it determines to be
necessary to carry out its responsibilities. The committee may also act by
unanimous written consent. The committee will meet separately, periodically,
with management, the independent auditors and any other persons as it deems
necessary.

         (b) Procedures. The committee may establish its own procedures,
including the formation and delegation of authority to subcommittees, in a
manner not inconsistent with this charter, the bylaws or the listing standards
and SEC rules. The chairperson or majority of the committee members may call
meetings of the committee. A majority of the authorized number f committee
members constitutes a quorum for the transaction of committee business, and the
vote of a majority of the committee members present at a meeting at which a
quorum is present will be the act of the committee, unless in either case a
greater number is required by this charter, the bylaws or the listing standards.
The committee will keep written minutes of its meetings and deliver copies of
the minutes to the corporate secretary for inclusion in the corporate records.

         (c) Reports. The committee will timely prepare the audit committee
report required to be included in the company's annual meeting proxy statement,
and report to the board of directors on the other matters relating to the
committee or its purposes, as required by the listing standards or SEC rules.
The committee will also report to the board of directors annually the overall
results of the annual review of the independent auditors and their independence.
The committee also will report to the board of directors on the major items
covered by the committee at each committee meeting, and provide additional
reports to the board of directors as the committee may determine to be
appropriate, including review with the full board of directors of any issues
that arise from time to time with respect to the quality or integrity of the
company's financial statements, the company's compliance with legal or
regulatory requirements, the performance and independence of the independent
auditors.

         (d) Committee Access and Resources. The committee is at all times
authorized to have direct, independent and confidential access to the
independent auditors and to the company's other directors, management and
personnel to carry out the committee's purposes. The committee is authorized to
conduct investigations, and to retain, at the expense of the company,
independent legal, accounting, or other professional advisers or consultants
selected by the committee, for any matters relating to the purposes or duties of
the committee. The company will provide for adequate funding, as determined by
the committee, for payment of compensation to the independent


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auditors for their audit and audit-related, review and attest services, for
payment of compensation to advisers engaged by the committee, and for ordinary
administrative expenses of the committee necessary or appropriate in carrying
out its duties.

         (e) Reliance on Others. Nothing in this charter is intended to preclude
or impair the protection provided in Section 78.138 of the Nevada Private
Corporations Law for good faith reliance by members of the committee on reports
or other information provided by others.