RINO INTERNATIONAL CORPORATION

CHARTER FOR THE AUDIT COMMITTEE

OF

THE BOARD OF DIRECTORS

Adopted on July 15, 2008

PURPOSE

__The purpose of the audit committee (the “Audit Committee” or the “Committee”) established by this charter will be to oversee the corporate

accounting and financial reporting process and the internal and external audits of the financial statements of Rino International Corporation (the "Company”).

The Audit Committee will undertake those specific duties, responsibilities and processes listed below, and such other duties as the Board of

Directors (the "Board") may from time to time prescribe. In fulfilling this role, the Audit Committee will ensure that there is effective

communication among the Board, management and outside auditors. In this way, it will help the Board to fulfill its oversight responsibilities to

the stockholders and the investment community relating to the Company's financial statements and financial reporting process.

CHARTER REVIEW

__The Audit Committee will review and reassess the adequacy of this charter at least once a year. This review is initially intended

to be conducted at the first Audit Committee meeting following the Company's annual meeting of stockholders, but may be conducted

at any time the Audit Committee desires to do so. In addition, to the extent and in the manner legally required by the rules of

the Securities and Exchange Commission (the "SEC"), the Audit Committee will cause the Company to publicly file this charter (as then constituted).

MEMBERSHIP

__The Audit Committee will be comprised of at least three members of the Board, all of whom shall meet the independence requirements

established by the Board and applicable laws, regulations, and listing requirements. The members will be appointed by and serve at

the pleasure of the Board.

__Each member of the Audit Committee also must be able to read and understand fundamental financial statements, including the Company's

balance sheet, income statement, and cash flow statement, or must become able to do so within a reasonable period of time after

his or her appointment to the Audit Committee. In addition, at least one member of the Audit Committee must have past employment

experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or

background which results in the individual's financial sophistication, including being or having been a chief executive officer,

chief financial officer or other senior officer with financial oversight responsibilities. At least one member of the Committee

shall in the judgment of the Board be an "audit committee financial expert" as defined by the rules and regulations of the Securities

and Exchange Commission. The Board may remove any member from the Committee at any time with or without cause.

Committee Structure and Operations

__The Chair of the Committee can be designated by the Board or elected by the Committee. The Committee shall fix its own rules

of procedure and shall meet where and as provided by such rules or by resolution of the Committee. In addition to the regular

meeting schedule established by the Committee, the Chair of the Committee may call a special meeting at any time.

__The Secretary of the Corporation shall be the Secretary of the Audit Committee, unless the Committee designates otherwise.

__In the absence of the Chair during any Committee meeting, the Committee may designate a Chair pro tempore.

__The Committee shall act only on the affirmative vote of a majority of the members at a meeting or by unanimous written consent.

__The Committee may establish sub-committees to carry out such duties as the Committee may assign.

RESPONSIBILITIES

__The responsibilities of the Audit Committee include:

1. The appointment, compensation, retention and oversight of the work of any registered public accounting firm engaged for

the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company,

and each such registered public accounting firm must report directly to the audit committee;

2. Reviewing the plan for the audit and related services at least annually;

3. Reviewing audit results and annual and interim financial statements and discussing the audited financial statements with

both the Company's outside auditors and the Company's management prior to any public filing of those reports;

4. Reviewing and resolving any disagreements between management and the outside auditors that arise in connection with financial reporting;

5. Reviewing major issues regarding accounting principles and practices that could significantly impact the Company's financial statements;

6. Discussing with the Company's outside auditors the quality of accounting principles applied in the Company's financial statements

and the other matters required by SAS 61 (including amendments or supplements}, such as management judgments and accounting estimates

that affect financial statements, significant new accounting policies and disagreements with management;

7. Ensuring the receipt of, and reviewing, a formal written statement from the Company's outside auditors delineating all

relationships between the outside auditors and the Company, consistent with Independence Standards Board Standard 1;

8. Reviewing and actively discussing with the Company's outside auditors the auditors’ independence, including any disclosed

relationship or service that may impact the objectivity and independence of the outside auditors;

9. Taking appropriate action to oversee the independence of the outside auditors;

10. Overseeing the adequacy of the Company's system of internal accounting controls, including obtaining from the outside

auditors management letters or summaries on such internal accounting controls;

11. Overseeing the Company's procedures for preparing published annual statements and management commentaries;

12. Overseeing the effectiveness of the internal audit function;

13. Overseeing the Company's compliance with SEC requirements for disclosure of auditor's services and Audit Committee members and activities;

14. Ensuring that the Company and its management make any appropriate certifications required by the Rules of the SEC and the FINRA;

15. Establishing procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting,

internal accounting controls or auditing matters; and

16. Establishing procedures for the confidential, anonymous submission by the Company’s employees of concerns regarding questionable

accounting or auditing matters.

__In addition to the above responsibilities, the Audit Committee will undertake such other duties as the Board delegates to it.

__The Audit Committee will ensure that the outside auditors understand both (i) their ultimate accountability to the Audit Committee,

as representatives of the Company's stockholders, and (ii) the Audit Committee's ultimate authority and responsibility to select,

evaluate and, where appropriate in the exercise of its business judgment, replace the Company's outside auditors (or to nominate

the outside auditors to be proposed for stockholder approval in any proxy statement).

Powers and Authority

__The Audit Committee shall have authority to engage independent counsel and other advisers, as it determines necessary to carry out its duties.

__The Company must provide for appropriate funding, as determined by the Audit Committee, in its capacity as a committee of the board

of directors, for payment of:

(i) Compensation to any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or

performing other audit, review or attest services for the Company;

(ii) Compensation to any advisers employed by the Audit Company under the first paragraph of this section of this charter;

(iii) Ordinary administrative expenses of the audit committee that are necessary or appropriate in carrying out its duties.

MEETINGS

__The Audit Committee will meet separately with the President and Chief Executive Officer and the Chief Financial Officer of the

Company at least quarterly to review the financial affairs of the Company. The Audit Committee will meet with the Company's outside

auditors upon the completion of the annual audit (which meeting may be held without the presence of management), and at such other

times as it deems appropriate, to review the outside auditors' examination and management report.

REPORTS

__The Audit Committee will, to the extent required by applicable laws and Regulations of the SEC or applicable exchange rules,

or to the extent deemed appropriate, record its summaries of recommendations to the Board in written form that will be incorporated

as a part of the minutes of the Board. To the extent required, the Audit Committee also will prepare and sign a report for inclusion

in the Company's proxy statement for its annual meeting of stockholders.

RINO INTERNATIONAL CORPORATION

CHARTER FOR THE COMPENSATION COMMITTEE

OF

THE BOARD OF DIRECTORS

Adopted on July 15, 2008

Purpose

__The purposes of the Compensation Committee (the “Committee”) of the board of directors (the “Board”) of Rino International Corporation (the “Company”) are:

• to discharge the Board’s responsibilities relating to compensation of the Company’s directors and executive officers, including approving

individual executive officer compensation;

• to review and recommend compensation plans, policies and benefit programs for employees generally; and

• to prepare the report on executive compensation for inclusion, if required, in the Company’s annual proxy statement.

Composition and Term of Office

• The Committee will consist of not fewer than two members, each of whom shall be a director who satisfies the independence

requirements of the principal market or exchange on which the Company’s common stock is traded, or, if the common stock in not

traded on a market or exchange which requires a standard of independence, the independence standard required by the Nasdaq Stock Market.

• One member shall serve as Chairman of the Committee. The members of the Committee shall serve one-year terms, and shall be appointed, and the Chairman shall be determined, by the Board annually.

• Members of the Committee may be removed or replaced by the Board with or without cause. Any member who, subsequent to his or

her appointment, ceases to be an independent director, shall resign from the Committee, and if such member fails to resign,

the Board shall replace such member.

Committee Meetings - Operating Principles

• The Committee shall meet with such frequency and at such intervals as it shall determine is necessary to carry out its

duties and responsibilities, but in any case, at least once each year.

• Meetings of the Committee may be called as needed by the Chairman of the Committee. The Company’s chief executive officer

or other senior executive officer may request that the Committee meet for a specific purpose.

• The Committee may meet by telephone or videoconference and may take action by written consent.

• The Committee may engage compensation consultants to assist in the evaluation of director, CEO or executive officer

compensation, and, in connection therewith, shall have the authority to determine the terms on which such firm is engaged.

• The Committee shall have the authority to obtain advice and assistance from any officer or employee of the Company or from

any outside legal expert or other advisor.

• The Committee may request that members of management or outside consultants and advisors of the Committee, be present to assist

the Committee in performing its duties.

Compensation/Employee Benefits Responsibilities

__The Committee shall perform the following functions:

• Provide oversight and guidance for compensation and benefit philosophy for all employees of the Company.

• Review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO’s performance in light of those

goals and objectives and have the sole authority to determine the CEO’s compensation level based on this evaluation. This includes

salary, annual incentive and long-term incentive programs, whether stock, stock options or other equity-based incentive or cash,

and determinations relating to the deductibility of compensation under Section 162(m) of the Internal Revenue Code of 1986.

• Review and approve other significant terms of employment for the CEO.

• Review and approve the compensation, including base salary and incentive awards and other significant terms of employment,

for individuals reporting directly to the CEO and holding a position classified as Vice President or higher and any other officer of

the Company who is subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended, such officers,

together with the CEO being referred to as “Senior Management.”

• Review and make recommendations to the Board with respect to incentive compensation plans and equity-based plans. The Committee

will serve as the "Committee" established to administer equity-based and employee benefit plans, and as such will discharge any

responsibilities imposed on the Committee under those plans, including making and authorizing grants, in accordance with the terms

of those plans. The Committee may delegate to one or more executive officers the authority to make grants of stock options and

stock awards to eligible individuals who are not executive officers. Any executive officer to whom the Committee grants such

authority shall regularly report to the Committee grants so made. The Committee may revoke any such delegation of authority

at any time.

• The Committee may form and delegate authority to subcommittees and may delegate authority to one or more designated members of

the Committee to perform certain of its duties on its behalf including, to the extent permitted by applicable law, the delegation

to a subcommittee of at least two directors the authority to grant equity awards.

• Review the performance of Senior Management.

• Review and make recommendations to the Board on matters concerning the directors’ annual retainer, as well as any other compensation

programs relating to the Board.

• Prepare the report on executive compensation for inclusion in the Company’s proxy statement in accordance with applicable rules and regulations.

Other Responsibilities

• Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

• Conduct an annual performance evaluation of the Committee.

Take such further actions or provide such further advice as the full Board may from time to time delegate to the Committee.

RINO INTERNATIONAL CORPORATION

CHARTER FOR THE NOMINATING COMMITTEE

OF

THE BOARD OF DIRECTORS

Adopted on July 15, 2008

__The Board of Directors of Rino International Corporation (the “Company”) has authorized the formation of a Nominating Committee

(the “Committee”) and approved the following Charter in order to set forth the purposes, structure, authority and duties and responsibilities

of the Committee and the members thereof.

Purpose

__As set forth herein, the Committee shall, among other things, discharge the responsibilities of the Board of Directors of the Company

(the “Board”) relating to the determination of the appropriate size, functioning and needs of the Board, including, but not limited to,

recruitment and retention of high quality Board members, Committee composition and structure, Board assessment of director performance

and related party and conflicts oversight.

Membership

  The Committee shall consist of at least two members of the Board as determined from time to time by the Board. 

Each member shall (a) be an 

"independent director" in accordance with the listing standards or quotation qualifi-

cations of any national securities 

exchange or quotation system on which the securities of the Company are traded 

or quoted and (b) meet any independence 

standards required for membership in a nominating committee that may from 

time to time be set forth in rules promulgated 

by the Securities and Exchange Commission.

  The Board shall elect the members of the Committee at the first Board meeting practicable following the annual 

meeting of stockholders of the Company and 

may make changes from time to time pursuant to the provisions below. 

Unless a chairperson is elected by the Board, 

the members of the Committee shall designate a chairperson by majo-

rity vote of the full Committee membership.

  A Committee member may resign by delivering his or her written resignation to the chairperson of the Board, 

or may be removed by majority vote of the 

Board by delivery to such member of written notice of removal, to take 

effect at a date specified therein, or upon 

delivery of such written notice to such member if no date is specified.

Meetings and Committee Action

  The Committee shall meet at such times as it deems necessary to fulfill its responsibilities. Meetings of the 

Committee shall be called by the chairperson 

of the Committee upon such notice as is provided for in the by-laws 

of the Company with respect to meetings of the Board. A majority of the members shall constitute a quorum. 

Actions of the Committee may be taken in 

person at a meeting or in writing without a meeting. Actions taken 

at a meeting, to be valid, shall require 

the approval of a majority of the members present and voting. Actions 

taken in writing, to be valid, shall be 

signed by all members of the Committee. The Committee shall report its 

minutes from each meeting to the Board.

  The chairperson of the Committee shall establish such rules as may from time to time be necessary or appropr-

iate for the conduct of the business of

the Committee. At each meeting, the chairperson shall appoint as secretary 

a person who may, but need not, be a 

member of the Committee. A certificate of the secretary of the Committee 

setting forth the names of the members 

of the Committee or actions taken by the Committee shall be sufficient 

evidence at all times as to the persons 

constituting the Committee, or such actions taken.

Duties and Responsibilities 

  The Committee's duties and responsibilities include:

·         Monitoring and making recommendations regarding Committee functions, contributions and composition;

·         Developing the criteria and qualifications for membership on the Board;

·         Developing programs for the continuing education of all directors and for the orientation of new directors;

·         Establishing and periodically reviewing director retirement policies and making recommendations to 

the Board regarding these policies;

·         Reviewing and making recommendations to the Board regarding the appropriate level of director and officer 

liability insurance and evaluating the appropriateness of providing indemnity to the Company's officers, directors 

or agents on a case-by-case basis, including the appropriateness of advancing fees and expenses;

·         Considering all questions regarding a conflict of interest involving any Board members, the Company, 

its subsidiaries or their respective officers;

·         Creating a format to review the performance of each of the directors; conducting the reviews annually 

in accordance with the format; and distributing the reviews results to all Board members for their review and consideration;

·         Evaluating, on an annual basis, the Committee's performance; 

·         Making recommendations to the Board on methods for enhancing services to, and improving communications and 

relations with, the Company's stockholders;

·         Carrying out all other duties and responsibilities related to the purpose of the Committee delegated to 

the Committee from time to time by the Board.

Powers and Authority

  Subject to such specific constraints as may be imposed by the Board, the Board delegates to the Committee all 

powers and authority that are necessary 

or appropriate to fulfill its duties and responsibilities hereunder, including but not limited to:

·         Recruiting, reviewing and nominating candidates for election to the Board or to fill vacancies on the Board;

·         Reviewing candidates proposed by stockholders for nomination to the Board, and conducting appropriate 

inquiries into the background and qualifications of any such candidates;

·         Retaining and terminating any professionals (such as search firms, attorneys and compensation professionals) 

to assist in evaluating, designing and documenting of director compensation, including sole authority to approve the 

professional's fees and other retention terms;

·         Establishing subcommittees for the purpose of evaluating special or unique matters; and 

  In identifying candidates for membership on the Board, the Committee shall take into account all factors it deems 

appropriate, which may include: (a) ensuring that the Board, as a whole, is diverse, and consists of individuals 

with various and relevant career experience, relevant technical skills, industry knowledge and experience, financial 

expertise (including expertise that could qualify the candidate as a “financial expert,” as such term is defined in 

rules promulgated by the Securities and Exchange Commission) and local or community ties and (b) minimum individual 

qualifications, including strength of character, judgment, familiarity with the Company’s business and industry, 

independence of thought and the ability to work collegially. The Committee may also consider the extent to which 

the candidate will fill a present need on the Board.

Reporting

  The Committee shall prepare a statement each year concerning its compliance with this Charter. The statement 

may be included in the Company's proxy statement or any of the periodic reports the Company may be required to 

file under applicable securities laws.

RINO INTERNATIONAL CORPORATION

Audit Committee Procedures for Handling Complaints Regarding 

Accounting, Internal Accounting Controls or Auditing Matters

__RINO International Corporation (the “Company”) is committed to complying with all applicable 

laws and regulations regarding accounting, accounting standards, internal accounting controls

and audit practices (“Accounting Matters”). The Audit Committee of the Company’s Board of 

Directors is responsible for ensuring the appropriate treatment of complaints related to 

Accounting Matters. Therefore, the Audit Committee has established the following procedures 

for (1) the receipt, retention and treatment of complaints regarding accounting, internal 

accounting controls, or auditing matters and (2) confidential, anonymous submission by 

Textron employees of concerns regarding questionable Accounting Matters:

• The confidential, anonymous submission of complaints regarding questionable Accounting Matters; and

• The receipt, retention and treatment of complaints regarding Accounting Matters

Any person, including employees of the Company, may submit a good faith complaint 

regarding Accounting Matters without fear of dismissal or retaliation of any kind. 

Reporting Complaints 

• To report a complaint regarding Accounting Matters, the following method should be used:

Contact the Chief Executive Officer, Mr. Dejun Zou. You can report a complaint in person, 

by telephone, by writing a letter, or by e-mail (due to technical constraints, e-mail 

submissions may not be anonymous). 

– tel: 86 411 8766 1222; email: ___dzou@rinogroup.com ; mail: 11 Youquan Road, Zhanqian Street, Jinzhou District

Scope of Matters Covered by These Procedures


These procedures relate to complaints relating to any questionable Accounting Matters, 

including, for example, the following: 

• fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement or other financial report of the Company;
• fraud or deliberate error in the recording and maintaining of financial records of the Company;
• deficiencies in or noncompliance with the Company’s internal accounting controls;
• misrepresentation or false statement to or by a senior officer or accountant regarding a matter contained in the financial records, financial statements, or other financial reports of the Company; or
• deviation from full and fair reporting of the Company’s financial condition.

Treatment of Complaints

• All complaints will be investigated. Reports, if substantiated, will be resolved through appropriate corrective and/or disciplinary action. Due to the anonymous nature of some of the complaints, a person who reports a suspected violation may not be informed of the results of an investigation. Confidentiality will be maintained to the extent possible, consistent with the need to conduct an adequate review.

• Complaints (including anonymous complaints) that primarily relate to Accounting Matters will be referred to the Chief Executive Officer.

• Upon receipt by the Chief Executive Officer, the Chief Executive Officer will determine whether the complaint relates to Accounting Matters and, if not anonymous, acknowledge receipt of the report or, if anonymous, acknowledge receipt of the report via the hotline if the person calls back.

• The Chief Executive Officer will review, analyze and investigate each Accounting Matter complaint, and will consult with the General Counsel, as appropriate. Significant complaints and those that involve officers of the Company will be brought promptly to the attention of the Audit Committee.

• The Chief Executive Officer will summarize each complaint concerning Accounting Matters and actions taken in response thereto, if any, and will provide quarterly reports (or more often as appropriate or as requested) to the Audit Committee.

• The Audit Committee may take any further appropriate action including, among other things to: (i) refer the matter to the full Board of Directors; (ii) direct that further internal investigation be conducted; or (iii) retain outside counsel, accountants or other third-party advisors to investigate.

Reporting and Retention of Complaints and Investigations

• The Chief Executive Officer will track the complaints and resolutions related to Accounting Matters.

• The Audit Committee will report to the full Board of Directors periodically the results of significant investigations, if any, or, if the Audit Committee so desires, the details of any investigations.

• The Chief Executive Officer will maintain a log of all complaints regarding Accounting Matters. Copies of these complaints and the resolution of the complaints will be retained in accordance with the Company’s document retention policy