ENG Audit Committee Charter BTX 21 04 10

BIOTONIX (2010) INC. (the “Company”) AUDIT COMMITTEE CHARTER The following charter is adopted in compliance with Regulation 52-110 respecting Audit Committees (“MI 52-110”). 1. MANDATE AND OBJECTIVES The mandate of the audit committee of the Company (the “Committee”) is to assist the board of directors of the Company (the “Board”) in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Company to regulatory authorities and shareholders, the Corporation’s systems of internal controls regarding finance and accounting and the Corporation’s auditing, accounting and financial reporting processes. The objectives of the Committee are to: (i) serve as an independent and objective party to monitor the Corporation’s financial reporting and internal control system and review the Corporation’s financial statements; (ii) ensure the independence of the Corporation’s external auditors; and (iii) provide better communication among the Corporation’s auditors, the management and the Board. 2. COMPOSITION The Committee shall be comprised of at least three (3) Directors as determined by the Board. The members of the Committee shall be independent, within the meaning of MI 52-110. All members of the Committee shall have accounting or related financial management expertise. For the purposes of this Charter, the definition of “financially literate” is the ...