**Exhibit 10.23**

**SI DIAMOND TECHNOLOGY, INC.**

**Audit Committee Charter**

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As adopted EffectiveJanuary 16, 2003

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- Purpose

The Primary objective of the Audit Committee is to assist the Board of Directors of SI Diamond Technology, Inc. (the“Company”) in fulfilling its oversight responsibilities with respect to (a) the financial statements and otherfinancial information provided by the Company to its shareholders, the public and others, (b) the Company’s compliance withlegal and regulatory requirements, (c) the independent auditors’ qualifications and independence and (d) the performance ofthe Company’s independent auditors.

Although the Audit Committee has the powers and responsibilities set forth in this Charter, the role of the Audit Committee isoversight.  The members of the Audit Committee are not full-time employees of the Company and may or may not be accountants orauditors by profession or experts in the fields of accounting or auditing and, in any event, do not serve in such capacity. Consequently, it is not the duty of the Audit Committee to conduct audits or to determine that the Company’s financialstatements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles andapplicable rules and regulations.  These are the responsibilities of management and the independent auditors.

- Organization

Prior to the listing of the Company’s common stock on a national exchange, the Audit Committee shall be formed andmaintained in accordance with the Section 10A of the Securities Exchange Act and all other related rules promulgated by theSecurities and Exchange Commission.  Upon the listing of the Company’s common stock on a national exchange, the AuditCommittee shall consist of three or more directors, each of whom shall satisfy the independence, financial literacy and experiencerequirements of Section 10A of the Securities Exchange Act, the rules of the particular national exchange that the Company islisted on and any other regulatory requirements.  The members of the Audit Committee shall be appointed by the Board ofDirectors of the Company .

The Audit Committee may form and delegate authority to subcommittees when appropriate.

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- Meetings

The Audit Committee shall meet at least four times per year on a quarterly basis, or more frequently as circumstancesrequire.  As part of its job to foster open communication, the Audit Committee shall meet at least quarterly with managementand the independent auditors in separate executive sessions to discuss any matters that the Audit Committee or each of these groupsbelieve should be discussed privately.

The members of the Audit Committee shall select a chair who will preside at each meeting of the Audit Committee and, inconsultation with the other members of the Audit Committee, shall set the frequency and length of each meeting and the agenda ofitems to be addressed at each upcoming meeting.  In addition, at the first meeting of the Audit Committee to be held upon itsformation and at each first meeting held following the annual meeting of shareholders (the “First Meeting”), the chair,in consultation with the other members of the Audit Committee, shall determine the list of items to be addressed by the AuditCommittee during the coming year (the “Annual Agenda”).

The chair shall ensure that the agenda for each upcoming meeting of the Audit Committee is circulated to each member of theAudit Committee as well as each other director in advance of the meeting, and that the Annual Agenda is circulated to each memberof the Audit Committee as well as each other director not later than five business days after it is finalized (which shall be notlater than five business days after the First Meeting).

- Authority and Responsibilities

In recognition of the fact that the independent auditors are ultimately accountable to the Audit Committee, the Audit Committeeshall have the sole authority and responsibility to select, evaluate and, where appropriate, replace the independent auditors (orto nominate the independent auditors for shareholder approval), and shall approve all audit engagement fees and terms and allnon-audit engagements with the independent auditors.  The Audit Committee shall consult with management but shall not delegatethese responsibilities.

To fulfill its responsibilities, the Audit Committee shall:

            **With respect to the independent auditors:**

-  Be directly responsible for the appointment, compensation and oversight of the work of the independent auditors (includingresolution of disagreements between management and the independent auditors regarding financial reporting) for the purpose ofpreparing its audit report or related work.Have the sole authority to review in advance, and grant any appropriate pre-approvals, of (a) all auditing services to beprovided by the independent auditors and (b) all non-audit services to be provided by the independent auditors as permitted bySection 10A of the Securities Exchange Act, and in connection therewith to approve all fees and other terms of engagement. The Audit Committee shall also review and approve disclosures required to be included in Securities and Exchange Commissionperiodic reports filed under Section 13(a) of the Securities Exchange Commission of the Securities Exchange Act with respect tonon-audit Services.   - Review on an annual basis the performance of the independent auditors.
- Ensure that the independent auditors submit to the Audit Committee on an annual basis a written statement consistent withIndependent Standards Board Standard No. 1, discuss with the independent auditors any disclosed relationships or services that mayimpact the objectivity and independence of the independent auditors and satisfy itself as to the independent auditors’independence.
- At least annually, obtain and review an annual report from the independent auditors describing (a) the independentauditors’ internal quality control procedures and (b) any material issues raised by the most recent internal quality controlreview or peer review, of the independent auditors, or by any inquiry or investigation by governmental or professional authorities,within the preceding five years, respecting one or more independent audits carried out by the independent auditors, any steps takento deal with any such issues.
- Confirm that the lead audit partner and the audit partner responsible for reviewing the audit, has not performed audit servicesfor the Company for each of the five previous fiscal years.
- Review all reports required to be submitted by the independent auditors to the Audit Committee under Section 10A of theSecurities Exchange Act.
- Review, based upon the recommendation of the independent auditors, the scope and plan of the work to be done by the independentauditors.

**With respect to the annual financial statements:**
- Review and discuss with management and the independent auditors the Company’s annual audited financial statements,including disclosures made in “Management’s Discussion and Analysis of Financial Condition and Results ofOperations.”
- Discuss with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61, asamended, relating to the conduct of the audit.
   - Recommend to the Board, if appropriate, that the Company’s annual audited financial statements be included in theCompany’s annual report on Form 10-KSB for filing with the Securities and Exchange Commission.
- Prepare the report required by the Securities and Exchange Commission to be included in the Company’s annual proxystatement and any other reports of the Audit Committee required by applicable securities laws or stock exchange listingrequirements or rules.

**With respect to the quarterly financial statements:**
- Review and discuss with management and the independent auditors the Company’s quarterly financial statements, includingdisclosures made in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” andthe independent auditors’ review of the quarterly financial statements, prior to submission to stockholders, any governmentalbody, any stock exchange or the public.

**Annual Reviews:**
- Obtain and review an annual report from management relating to the accounting principles used in the preparation of theCompany’s financial statements, including those policies for which management is required to exercise discretion or judgmentsregarding the implementation thereof.

**Periodic reviews:**
- Periodically review separately with each of management and the independent auditors (a) any significant disagreement betweenmanagement and the independent auditors in connection with the preparation of the financial statements, (b) any difficultiesencountered during the course of the audit, including any restrictions on the scope of work or access to required information and(c) managements response to each.
- Periodically discuss with the independent auditors, without management being present, (a) their judgments about the quality andappropriateness of the Company’s accounting principles and financial disclosure practices as applied in its financialreporting and (b) the completeness and accuracy of the Company’s financial statements.
- Consider and approve, if appropriate, significant changes to the Company’s accounting principles and financial disclosurepractices and suggested by the independent auditors and management.  Review with the independent auditors and management atappropriate intervals, the extent to which any changes or improvements in accounting or financial practices, as approved by theAudit Committee, have been implemented.
   - Review and discuss with management, the independent auditors and the Company’s in-house and independent counsel, asappropriate, any legal, regulatory or compliance matters that could have a significant impact on the Company’s financialstatements, including applicable changes in accounting standards or rules.
- Review and discuss with management, the independent auditors and the Company’s in-house and independent counsel on anyissues that management and the independent auditors propose to address through the SEC’s pre-clearance process.
- Review and discuss with management and the independent auditors, the Company’s critical accounting policies that have thegreatest effects on the Company’s financial statements and all alternative accounting treatments.
- Review, discuss and challenge management and the independent auditors in identifying the difficult areas (e.g. significantestimates and judgments) and to explain fully how they each made their judgments in those areas.
- Review and discuss with management and the independent auditors proposed significant, complex and/or unusual transactions andtheir financial statement effects.
- If applicable, understand why management did not correct audit differences that were identified and what the effects would be onthe financial statements if those differences were corrected in the current period.
- Review and understand significant balance sheet changes in trends or important financial relationships.
- Review and understand the business need for significant related party transactions and whether they have been properlydisclosed.
- Review and understand any new or proposed accounting and auditing topics affecting the Company.

 **Discussions with management:**
- Review and discuss with management the Company’s earnings press releases, including the use of “pro forma” or“adjusted” non-GAAP information.  Also consider using Financial Executives International/National InvestorRelations Institute guidelines (available at www.fei.org or www.niri.org) as well as financial information and earnings guidance provided to analysts and ratingagencies.
   - Review and discuss with management all material off-balance sheet transactions, arrangements, obligations (including contingentobligations) and other relationships of the Company with unconsolidated entities or other persons, that may have a material currentor future effect on financial condition, changes in financial condition, results of    operations, liquidity, capital resources,capital reserves or significant components of revenues or expenses.
- Review and discuss with management the Company’s major risk exposures and the steps management has taken to monitor,control and manage such exposures, including the Company’s risk assessment and risk management guidelines and policies.

**With respect to the internal controls:**
- In consultation with the independent auditors, review the adequacy of the Company’s internal control structure andprocedures designed to insure compliance with laws and regulations.
- Establish procedures for (a) the receipt, retention and treatment of complaints received by the Company regarding accounting,internal accounting controls or auditing matters and (b) the confidential, anonymous submission by employees of the Company ofconcerns regarding the questionable accounting or auditing matters.
- Review (i) the internal control report prepared by management, including management’s assessment of the effectiveness ofthe Company’s internal control structure and procedures for financial reporting and (ii) the independent auditors’attestation, and report, on the assessment made by management.

**Other:**
- Review and approval all related-party transactions.
- Review and approve (a) any change or waiver in the Company’s code of ethics for senior financial officers and (b) anydisclosure made on Form 8-K regarding such change or waiver.
- Establish a policy addressing the Company’s hiring of employees or former employees of independent auditors who wereengaged on the Company’s account.
- Review and reassess the adequacy of this Charter annually and recommend to the Board any changes deemed appropriate by the AuditCommittee.
   - Review its own performance annually.
- Report regularly to the Board.
- Perform any other activities consistent with this Charter, the Company’s by-laws and governing law, as the Audit Committeeor the Board of Directors deems necessary or appropriate.

**V.        Resources**

The Audit Committee shall have the authority to retain independent legal, accounting and other consultants to advise the AuditCommittee.  The Audit Committee may request any officer or employee of the Company or the Company’s outside counsel orindependent auditors to attend a meeting of the Audit Committee or to meet with any members of, or consultants to, the AuditCommittee.

The Audit Committee shall determine the extend of funding necessary for payment of compensation to the independent auditors for thepurpose of rendering or issuing the annual audit report and to any independent legal, accounting and other consultants retained toadvise the Audit Committee.