HOMS Audit Committee Charter

HOMELAND SECURITY CAPITAL CORPORATION AUDIT COMMITTEE CHARTER I. PURPOSE The Audit Committee shall provide assistance to the Board of Directors (the “Board”) of Homeland Security Capital Corporation (the “Corporation”) in fulfilling the Board’s responsibility to the Corporation’s stockholders relating to the Corporation’s accounting, financial reporting practices, the system of internal control, the audit process, the quality and integrity of its financial reports, and the Corporation’s process for monitoring compliance with laws and regulations and the Corporation’s code of conduct. The Audit Committee’s responsibility is oversight. Management of the Corporation has the responsibility for the Corporation’s financial statements as well as the Corporation’s financial reporting process, principles, and internal controls. The independent auditor is responsible for performing an audit of the Corporation’s annual financial statements, expressing an opinion as to the conformity of such annual financial statements with generally accepted accounting principles, reviewing the Corporation’s quarterly financial statements and other procedures. Each member of the Audit Committee shall be entitled to rely on (i) the integrity of those persons within the Corporation and of the professionals and experts (such as the independent auditor) from which it receives information, (ii) the accuracy of the financial and other information provided to the ...