CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS

The responsibilities of the Board of Directors of Basic Earth (Basic Earth or the Company) include oversight of the Company's systems of internal control, preparation and presentation of financial reports and compliance with applicable laws, regulations and Company policies. Through this Charter, the Board delegates certain responsibilities to the Audit Committee (the "Committee") to assist the Board in the fulfillment of its duties to Basic Earth and its shareholders. As more fully set forth below, the purpose of the Committee is to assist the Board in its oversight of:

• the integrity of Basic Earth's financial statements, internal accounting, financial controls, disclosure controls and financial reporting processes of the Company;
• the adequacy of the Company's system of internal controls;
• Basic Earth's compliance with legal and regulatory requirements;
• the qualifications and independence of the Company's independent auditors;
• the performance of the Company's independent auditors and of Basic Earth's internal audit function.

Authority. The Committee shall be given the resources and assistance necessary to discharge its responsibilities, including unrestricted access to Company personnel and documents and Basic Earth's independent auditors. The independent and internal auditors for the Company are ultimately accountable to the Audit Committee. The Audit Committee has the sole authority in the selection, retention and, when appropriate, replacement of the contract internal auditors of the Company and in the determination and pre-approval of their fees.  The Committee is responsible for determining the internal auditors’ scope of work.  The Committee shall also have authority, with prior consent of the Board of Directors, to engage outside legal, accounting and other advisors as it deems necessary or appropriate.  Further, only the Committee has authority to authorize a restatement of the Company’s SEC filings.

Membership. The Committee shall consist of two or more directors, who shall be appointed annually and subject to removal at any time, by the Board of Directors. Each Committee member shall satisfy the independence requirements required by applicable law and such other independence requirements as determined by the Board from time to time. None of the members of the Audit Committee shall be an officer or employee of the Company or its subsidiaries, nor have any relationship that, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a Committee member. All Committee members shall be financially literate, having a basic understanding of financial controls and reporting. At least one Committee member shall also have accounting or related financial management expertise. No member of the Audit Committee shall receive any compensation from Basic Earth other than his or her Directors' fees.

Procedures. The Committee shall meet at least four times a year and may call special meetings as required. Meetings may be called by any member of the Committee or the Board. The presence in person or by telephone of a majority of the members shall constitute a quorum. Minutes of the Committee's meetings shall be kept. The results of the meetings shall be reported regularly to the full Board.

Responsibilities. The Company's executive management bears primary responsibility for Basic Earth's financial and other reporting, for establishing the system of internal controls and for ensuring compliance with laws, regulations and Company policies. The Committee's responsibilities and related key processes are described below. From time to time, the Committee may take on additional responsibilities, at the request of the Board.

• Financial Reporting. The Committee shall monitor the preparation by management of the Company's quarterly and annual external financial reports.

• Relationship with Independent Auditors. The Committee shall bear primary responsibility for overseeing Basic Earth's relationship with its independent auditors.

• Preparation of Reports. The Committee shall prepare and approve the Committee's report included in the proxy statement for the Company's annual meeting of shareholders, and such other reports as may from time to time be necessary or appropriate.

• Policies. With respect to any concerns submitted by employees or others pursuant to the Company’s Code of Business Conduct and Ethics or otherwise regarding accounting, internal accounting controls or auditing matters, the Committee shall, a) establish procedures for the receipt, retention, investigation and treatment of complaints received by the Company; and to have full and independent access to such; and b) ensure the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters. c) establish and maintain a Whistleblower Policy and communicate the existence to all employees annually. The chairman of the Audit Committee will maintain a log of all complaints, tracking their receipt, investigation and resolution and shall prepare a periodic summary report thereof for the Audit Committee. Copies of complaints and such log will be maintained in accordance with the Company’s document retention policy.