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The People-to-People Health Foundation, Inc.

The Audit Committee is a committee of the Board of Directors, constituted under authority of
Article IV, Section 4 of the by-laws of The People-to-People Health Foundation, Inc (Project
HOPE - hereinafter the Foundation). Its primary function is to assist the Board in fulfilling its
oversight responsibilities by reviewing the financial information which will be provided to
grantors, contributors and others, the systems of internal controls which management and the
Board of Directors have established, and the audit process.

In meeting its responsibilities, the audit committee is expected to :

1. Provide an open avenue of communication between management, any internal audit
activity, the independent accountant, and the Board of Directors.

2. Review and update, if necessary, the committee's charter annually.

3. Confirm and assure the independence of the independent accountant, including a review
of management consulting services and related fees provided by the independent

4. Recommend annually to the Board of Directors the independent accountants to be
nominated, approve the compensation of the independent accountant, and review and
approve the discharge of the independent accountants

5. Inquire of management and the independent accountant about significant risks or
exposures and assess the steps management has taken to minimize such risks and to
timely detect any material error or irregularity.

6. Consider in consultation with the independent accountant and management, the audit
scope and plan for any internal audit activities to be undertaken and audit scope and plan
for the independent accountant.

7. Consider with management and the independent accountant any rationale for employing
audit firms other than the principal independent accountant.

8. Review with management and the independent accountant the coordination of audit effort
to assure completeness of coverage, reduction of redundant efforts, and the effective use
of audit resources.

9. Consider and review with the independent accountant:

a. The adequacy of the Foundation's internal controls including computerized
information system controls and security.

b. Any related significant findings and recommendations of the independent
accountant together with management's responses thereto.

c. Any difficulties encountered in the course of audits, including any
restrictions on the scope of their work or access to required information.

d. Any changes required in the planned scope of audit plans.

10. Consider and review with management:

a. Significant findings during the year and management's responses thereto.

b. Any difficulties encountered in the course of audits, including any
restrictions on the scope of their work or access to required information.

c. Any changes required in the planned scope of audit plans.

11. Review with management and the independent accountant at the completion of the annual

a. The Foundation's annual financial statements and related footnotes.

b. The independent accountant's audit of the financial statements and its
report thereon.

c. The Foundation annual federal compliance audit

d. Any significant changes required in the independent accountant's audit

e. Any serious difficulties or disputes with management encountered during
the course of the audit.

f. Other matters related to the conduct of the audit which are to be
communicated to the committee under generally accepted auditing

12. Review published documents containing the company's financial statements and consider
whether the information contained in these documents is consistent with the information
contained in the financial statements.

13. Review policies and procedures with respect to officers' expense accounts and
perquisites, including their use of corporate assets, and consider the results of any review
of these areas.

14. Review policies and procedures designed to address corporate and employee ethics.

15. Review legal and regulatory matters that may have a material impact on the financial
statements, related Foundation compliance policies, and any programs or reports received
from regulators.

16. Meet with the independent accountant and management in separate executive sessions to
discuss any matters that the committee or these groups believe should be discussed
privately with the audit committee.

17. Report committee actions to the Board of Directors with such recommendations as the
committee may deem appropriate.

18. Prepare a letter for inclusion in the annual report that describes the committee's
composition and responsibilities, and how they were discharged.

19. The audit committee upon consultation with the Executive Committee of the Board or the
Chairman of the Board shall have the power to conduct or authorize investigations into
any matters within the committee's scope of responsibilities. The committee shall be
empowered to retain independent counsel, accountants, or others to assist it in the
conduct of any investigation.

20. The committee shall meet at least three times per year or more frequently as
circumstances require. The committee may ask members of management or others to
attend the meeting and provide pertinent information as necessary.

21. Audit Committee will perform such other functions as by law, the company's charter or
bylaws, or the Board of Directors.

The membership of the audit committee shall consist of at least five independent members of the
Board of Directors who shall serve at the pleasure of the Board of Directors. Audit committee
members and the committee chairman shall be designated by the full Board of Directors upon the
recommendation of the nominating committee. The committee shall ensure that the Board of
Directors minutes will include an annual independence determination relative to the Audit
Committee's members, role, and function.

The duties and responsibilities of a member of the audit committee are in addition to those duties
set out for a member of the Board of Directors.