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                                                                     EXHIBIT 3.3


                                  FINDWHAT.COM

                             AUDIT COMMITTEE CHARTER

I.     PURPOSE

       The primary function of the Audit Committee is to assist the Board of
       Directors in fulfilling its oversight responsibilities. The Audit
       Committee shall provide assistance to the directors in fulfilling their
       responsibility to the stockholders, relating to corporate accounting,
       reporting practices of the Corporation, and the quality and integrity of
       the financial reports of the Corporation. In doing so, it is the
       responsibility of the Audit Committee to maintain free and open
       communication between the directors, the independent auditors, the
       internal auditors, if any, or the entity performing the internal audit
       function, and the financial management of the Corporation.

       Consistent with this function, the Audit Committee should encourage
       continuous improvement of, and should foster adherence to, the
       Corporation's policies, procedures and practices. The Audit Committee's
       primary duties and responsibilities are to:

              o      Serve as an independent and objective party to review
                     periodically the Corporation's financial reporting process
                     and internal control system.

              o      Review and recommend to the directors, after consultation
                     with the financial management of the Corporation, the
                     independent accountants to be selected to audit the
                     financial statements of the Corporation.

              o      If applicable, review and concur with management's
                     appointment, termination or replacement of the director of
                     internal audit or the company performing the internal audit
                     function.

              o      Provide an open avenue of communication for the independent
                     accountants, financial and senior management, the internal
                     auditing department, and the Board of Directors.

       The Audit Committee will primarily fulfill these responsibilities by
       carrying out the activities enumerated in Section IV of this Charter.

II.    COMPOSITION

       As long as the Corporation meets the requirements to qualify as a small
       business filer under the rules of the Securities and Exchange Commission,
       the Audit Committee shall be comprised of two or more directors as
       determined by the


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       Board of Directors, each of whom shall be independent directors and free
       from any relationship that, in the opinion of the Board of Directors,
       would interfere with the exercise of his or her independent judgment as a
       member of the Audit Committee. After the Corporation ceases to qualify as
       a small business filer under the rules of the Securities and Exchange
       Commission, the Audit Committee shall be comprised of three or more
       directors as determined by the Board of Directors, each of whom shall be
       independent directors and free from any relationship that, in the opinion
       of the Board of Directors, would interfere with the exercise of his or
       her independent judgment as a member of the Audit Committee. The
       definition of an "independent director" is outlined in the attached
       Appendix A. All members of the Audit Committee shall have a working
       familiarity with basic finance and accounting practices, and, after the
       Corporation no longer qualifies as a small business filer under the rules
       of the Securities and Exchange Commission, at least one member of the
       Audit Committee shall have accounting or related management expertise.
       The Board of Directors shall elect members of the Audit Committee at the
       annual meeting of the Board of Directors or until their successors shall
       be duly elected and qualified. Unless the full Board of Directors elects
       a Chair, the members of the Audit Committee may designate a Chair by
       majority vote of the full Audit Committee membership.

III.   MEETINGS

       The Audit Committee shall meet at least annually, or more frequently as
       circumstances dictate. As part of its job to foster open communication,
       the Audit Committee should meet at least annually with management, the
       director of the internal auditing department, if any, and the independent
       accountants in separate executive sessions to discuss any matters that
       the Audit Committee or each of these groups believe should be discussed
       privately.

IV.    RESPONSIBILITIES AND DUTIES

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

       DOCUMENTS/REPORTS REVIEW

              1.     Review and update this Charter periodically as conditions
                     dictate.

              2.     Review the Corporation's annual financial statements with
                     management and the independent accountants to determine
                     that the independent accountants are satisfied with the
                     disclosure and content of the financial statements to be
                     presented to stockholders. Any changes in accounting
                     principles should be reviewed.

              3.     Review with the independent accountants, the Corporation's
                     internal auditor or the company performing the internal
                     audit function, if any, and financial and accounting
                     personnel, the adequacy and effectiveness of the accounting
                     and financial controls of the


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                     Corporation, and elicit any recommendations for the
                     improvement of such internal controls or particular areas
                     where new or more detailed controls or procedures are
                     desirable. This inquiry should place particular emphasis on
                     the adequacy of internal controls to expose any payment,
                     transactions, or procedures that might be deemed illegal or
                     otherwise improper.

              4.     Review with financial management and the independent
                     accountants the quarterly reports on Form 10-Q. The Chair
                     of the Audit Committee may represent the entire Audit
                     Committee for the purposes of this review.

              INDEPENDENT ACCOUNTANTS

              5.     After consultation with the financial management of the
                     Corporation, recommend to the Board of Directors the
                     selection of the independent accountants, considering the
                     independence and effectiveness, and with management's
                     recommendations approve the fees and other compensation to
                     be paid to the independent accountants. On an annual basis,
                     the Audit Committee should review and discuss with the
                     accountants all significant relationships the accountants
                     have with the Corporation to determine the accountants'
                     independence.

              6.     Review the performance of the independent accountants and
                     approve any proposed discharge of the independent
                     accountants when circumstances warrant.

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

              FINANCIAL REPORTING PROCESSES

              8.     In consultation with the independent accountants and the
                     internal auditors, if any, review the Corporation's
                     financial reporting processes, both internal and external.

              9.     Consider and approve, if appropriate, major changes to the
                     Corporation's auditing and accounting principles and
                     practices as suggested by the independent accountants,
                     management or the internal auditing department.


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              PROCESS IMPROVEMENT

              10.    Review with financial management of the Corporation and
                     independent accountants the results of their analysis of
                     significant financial reporting issues and practices,
                     including changes in, or adoptions of, accounting
                     principles and disclosure practices. Also review with
                     financial management and the independent accountants their
                     qualitative judgments about the appropriateness of
                     accounting principles and financial disclosure practices
                     used or proposed to be used.

              11.    Review any significant disagreements among management and
                     the independent accountants or the internal auditing
                     department or the company engaged to perform the internal
                     audit function, if any, in connection with the preparation
                     of the financial statements.

              ETHICAL AND LEGAL COMPLIANCE

              12.    Review periodically Corporation policy statements to
                     determine the appropriateness of the Corporation's code of
                     ethics.

              13.    Inquire whether management has established a system to
                     review, monitor and enforce its code of ethics.

              14.    Inquire whether management has a review system in place to
                     ensure that the Corporation's financial statements and
                     other reports filed with governmental organizations satisfy
                     legal requirements.

              15.    Report together with the financial management of the
                     Corporation the results of the annual audit to the Board of
                     Directors. If requested by the Board of Directors, invite
                     the independent accountants to attend the full Board of
                     Directors meeting to assist in reporting the results of the
                     annual audit or to answer other directors' questions.

              16.    Review, with the Corporation's counsel, legal compliance
                     matters including corporate securities trading policies.

              17.    Review, with the Corporation's counsel, any legal matter
                     that could have a significant impact on the Corporation's
                     financial statements.

              18.    Investigate any matter brought to its attention within the
                     scope of its duties, with the power to retain outside
                     counsel for this purpose, if in its judgment, that is
                     appropriate.


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APPENDIX A:  DEFINITION OF INDEPENDENCE FOR PURPOSES OF AUDIT COMMITTEE SERVICE

DEFINITION:

Members of the Audit Committee shall be considered independent if they have no
relationship to the Corporation that may interfere with the exercise of their
independence from management and the Corporation.

       o      been employed by the Corporation or its affiliates in the current
              or past three years;

       o      accepted any compensation from the Corporation or its affiliates
              in excess of $60,000 during the previous fiscal year (except for
              board service, retirement plan benefits, or non-discretionary
              compensation);

       o      an immediate family member who is, or has been in the past three
              year, employed by the Corporation or its affiliates as an
              executive officer;

       o      been a partner, controlling shareholder or an executive officer of
              any for-profit business to which the Corporation made, or from
              which it received, payments (other than those which arise solely
              from investments in the Corporation's securities) that exceed five
              percent of the Corporation's consolidated gross revenues for that
              year, or $200,000, whichever is more, in any of the past three
              years; or

       o      been employed as an executive of another entity where any of the
              Corporation's executives serve on that entity's compensation
              committee.