CHARTER OF THE AUDIT COMMITTEE

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF HECKMANN CORPORATION ADOPTED AS OF OCTOBER 3, 2007 AS AMENDED AND RESTATED BY THE BOARD ON MAY 19 , 2008 ________________________________________________________________________ I. PURPOSE OF THE COMMITTEE The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Heckmann Corporation (the “Corporation”) is to provide assistance to the Board in fulfilling its legal and fiduciary obligations with respect to matters involving the accounting, auditing, financial reporting, internal control and legal compliance functions of the Corporation and its subsidiaries, including, without limitation, (a) assisting the Board’s oversight of (i) the integrity of the Corporation’s financial statements, (ii) the Corporation’s compliance with legal and regulatory requirements, (iii) the Corporation’s independent auditors’ qualifications and independence, and (iv) the performance of the Corporation’s independent auditors and the Corporation’s internal audit function, and (b) preparing the report required to be prepared by the Committee pursuant to the rules of the Securities and Exchange Commission (the “SEC”) for inclusion in the Corporation’s annual proxy statement. II. COMPOSITION OF THE COMMITTEE The Committee shall consist of three or more independent directors as determined from time to time by the Board; provided, that, until the one-year anniversary of the ...