Exhibit 1

AUDIT COMMITTEE CHARTER

OF

STANDARD CAPITAL CORPORATION
(a Delaware Corporation)

Resolved that the charter and powers of the Audit Committee of the Board of
Directors (the "Audit Committee") shall be:

overseeing that management has maintained the reliability and integrity of
the accounting policies and financial reporting disclosure practices
of the Company;

Overseeing that management has established and maintained processes to
assure that an adequate system of internal control is functioning within
the Company; and

Overseeing that management has established and maintained processes to
assure the compliance by the Company with all applicable laws, regulations
and Company policy.

RESOLVED, that the Audit Committee shall have the following special powers and
duties;

1. Holding such regular meetings as may be necessary and such special meetings
as may be called by the Chairman of the Audit Committee or at request of the
independent accountants;

2. Reviewing the performance of the independent accountants and making
recommendation to the Board of Directors regarding the appointment or
termination of the independent accountants;

3. Conferring with the independent accountants concerning the scope of their
examination of the books and records of the Company; reviewing and approving the
Company's internal audit charter, annual audit plans and budgets; directing the
special attention of the Auditors to specific matters or areas deemed by the
committee or the auditors to be of special significant; and authorizing the
auditors to perform such supplement reviews or audits as the Committee may deem
desirable;

4. Reviewing with the management, the independent accountants significant risks
and exposures, audit activities and significant audit findings;

5. Reviewing the range and cost of audit and non-audit services performed by
the independent accountants;

6. Reviewing the Company's audited annual financial statement and the
independent accountants' opinion rendered with respect to such financial


-22-



statements, including reviewing the nature and extent of any significant changes
in accounting principles of the application therein

7. Obtaining from the independent accountants their recommendations
regarding internal controls and other matters relating to the accounting
procedures and the books and records of the Company and reviewing the correction
of controls deemed to be deficient;

8. Providing an independent, direct communication between the Board of
Directors and the independent accountants;

9. Reviewing the programs and policies of the Company designed to ensure
compliance with applicable laws and regulations and monitoring the results of
these compliance efforts;

10. Reporting through its Chairman to the Board of Directors following the
meetings of the Audit Committee;

11. Maintaining minutes or other records of meetings and activities of the
Audit Committee;

12. Reviewing the powers of the Committee annually and reporting and
making recommendations to the Board of Directors on these responsibilities;

13. Conducting or authorizing investigations into any matters within the
Audit Committee's scope of responsibilities. The Audit Committee shall be
empowered to retain independent counsel, accountants, or others to assist it in
the conduct of any investigation;

14. Considering such other matters in relation to the financial affairs of
the Company and its accountants, and in relation to the external audit of the
Company as the Audit Committee may, in its discretion, determine to be
advisable.

CERTIFICATION AS TO THE AUDIT COMMITTEE CHARTER FOR THE COMPANY

I, the undersigned, being the sole Director of the Company, do hereby certify
the foregoing to be the Audit Committee Charter of the Company.


/s/ "E. Del Thachuk"
.
- ----------------------------------
E. Del Thachuk, Chairman