CHARTER OF THE AUDIT COMMITTEE

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF PRESCIENT APPLIED INTELLIGENCE (Amended and restated as of February 8, 2006) I. MEMBERSHIP The Audit Committee (“Committee”) shall be comprised of three or more independent directors elected by the Board of Directors (“Board”) of Prescient Applied Intelligence (“Company”) for a one-year term, all of whom (except as otherwise permitted) shall meet the requirements of independence as set forth in the Sarbanes-Oxley Act of 2002 and applicable Rules promulgated from time to time by the Securities and Exchange Commission (said Act and Rules collectively referred to as “Legal Requirements”). The Chairman, if any, of the Committee shall be appointed by the Board. In addition to the Legal Requirements, 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. II. PURPOSE The Committee shall provide assistance to the Board in fulfilling their responsibility to the stockholders, potential stockholders, and investment community relating to corporate accounting, reporting practices of the Company and the quality and integrity of the financial reports of the Company. The Committee’s primary duties and responsibilities are to: Oversee that management has maintained the reliability and integrity of the accounting policies and financial ...