TSR, INC.
AUDIT COMMITTEE CHARTER

RESOLVED, that the membership of the Audit Committee of the Board of Directors (the “Audit Committee”) shall consist of at least three members of the Board of Directors, who shall meet the independence and experience requirements contained in the NASDAQ listing standards, including the ability to read and understand fundamental financial statements, and shall serve at the pleasure of the Board of Directors. At least one member of the Audit Committee shall in the judgment of the Board of Directors be an “Audit Committee financial expert” under rules and regulations of the Securities and Exchange Commissions.

RESOLVED, that while the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct the audits or to determine that the Company’s financial statements are complete, accurate and in accordance with generally accepted accounting principles (“GAAP”). This is the responsibility of management and the Company’s independent auditors.

RESOLVED, that the charter and powers of the Audit Committee shall be:

RESOLVED, that the Audit Committee shall have the following specific powers and duties:

APPROVED BY THE COMMITTEE: OCTOBER 10, 2008