AMENDED AND RESTATED CHARTER

OF THE
AUDIT COMMITTEE
OF
RBC LIFE SCIENCES, INC.
As of April 7, 2010
PURPOSE
The primary function of the Audit Committee (the "Committee") is to assist the Board of Directors (the
"Board") of RBC ife Sciences! "nc# (the "Company") in fu$fi$$in% its o&ersi%ht responsi'i$ities 'y re&ie(in% (i) the
financia$ reports and other financia$ information pro&ided 'y the Company to any %o&ernmenta$ 'ody or the pu'$ic)
(ii) the Company*s systems of contro$s re%ardin% finance! accountin%! $e%a$ comp$iance and ethics that mana%ement
and the Board ha&e esta'$ished) (iii) the independent auditors* +ua$ifications and independence) (i&) the performance
of the Company*s interna$ audit function and independent auditors) and (&) the efficacy and efficiency of the
Company*s auditin%! accountin% and financia$ reportin% processes %enera$$y# The Committee*s primary duties and
responsi'i$ities are to,
ser&e as an independent and o'-ecti&e party to o&ersee the Company*s financia$ reportin% process and
interna$ contro$ system)
assume direct responsi'i$ity for the appointment! compensation! retention and o&ersi%ht of the
Company*s independent auditors) and
pro&ide an open a&enue of communication amon% the Company*s independent auditors! financia$ and
senior mana%ement and the Board#
The Committee (i$$ primari$y fu$fi$$ these responsi'i$ities 'y carryin% out the acti&ities enumerated in the
Section entit$ed "Responsi'i$ities and Duties . /inancia$ Reportin% Process#"
In addition to its primary responsibilities with respect to the Companys financial reporting process as
outlined above, the Committee shall assist the Board in discharging the responsibilities of a nominating committee
by identifying potential candidates for membership on the Board, evaluating potential director candidates,
recommending to the Board nominees for election or reelection to the Board, and recommending to the Board the
directors to serve on each standing committee. The Committee (i$$ primari$y fu$fi$$ these responsi'i$ities 'y
carryin% out the acti&ities enumerated in the Section entit$ed "Responsi'i$ities and Duties . 0ominatin% Process#"
The Committee sha$$ ha&e the authority! to the e1tent it deems necessary or appropriate! to retain
independent $e%a$! accountin% or other ad&isors# The Company sha$$ pro&ide appropriate fundin%! as determined 'y
the Committee! in its capacity as a committee of the Board! for payment of compensation to any ad&isors en%a%ed or
emp$oyed 'y the Committee as (e$$ as for ordinary administration e1penses of the Committee that are necessary or
appropriate for carryin% out its duties#
CO2POS"T"O0 O/ T3E AUD"T CO22"TTEE
The Committee sha$$ 'e comprised of t(o or more directors as determined 'y the Board! each of (hom
sha$$ meet the independence! e1perience and +ua$ification re+uirements of The 0ASDA4 Stoc5 2ar5et (inc$udin%!
(ithout $imitation! the financia$ $iteracy re+uirements)! Section 67A(m)(8) of the Securities E1chan%e Act of 698:!
as amended (the "Exchange Act")! and the ru$es and re%u$ations of the Securities and E1chan%e Commission (the
"Commission")# Accordin%$y! none of the mem'ers of the Committee sha$$ accept! direct$y or indirect$y! any fees
from the Company! e1cept for fees for ser&ices as a director and mem'er of the Committee or any other Board
committee# "n addition! at $east one mem'er of the Committee sha$$ 'e! in the so$e determination of the Board! a
"financia$ e1pert" in comp$iance (ith the criteria esta'$ished 'y Commission and other re$e&ant re%u$ations#
0o mem'er of the Committee may ser&e on the audit committee of more than t(o other pu'$ic companies#
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2EET"0<S O/ T3E CO22"TTEE
The Committee sha$$ meet as often as it determines! 'ut not $ess fre+uent$y than +uarter$y# A$$ such
meetin%s may 'e conducted in person or te$ephonica$$y# As part of its ro$e to foster open communication! the
Committee shou$d meet periodica$$y (ith mana%ement! the Company*s interna$ auditors and the independent
auditors in separate e1ecuti&e sessions# "n addition! the Committee sha$$ meet +uarter$y (ith the Company*s
independent auditors and mana%ement to discuss the annua$ audited financia$ statements and +uarter$y financia$
statements! inc$udin% the Company*s disc$osures under "2ana%ement*s Discussion and Ana$ysis of /inancia$
Condition and Resu$ts of Operations!" as (e$$ as +uarter$y earnin%s re$eases# The Company sha$$ pro&ide the
Committee (ith the app$ica'$e financia$ data sufficient$y in ad&ance of such meetin%s to faci$itate such re&ie(# The
Committee may re+uest any officer or emp$oyee of the Company (inc$udin% (ithout $imitation! the Director of
"nterna$ Audit)! the Company*s outside counse$ or its independent auditors to attend meetin%s of the Committee or to
meet (ith any mem'ers of! or consu$tants to! the Company#
RESPO0S"B""T"ES A0D DUT"ES . /"0A0C"A REPORT"0< PROCESS
To fu$fi$$ its responsi'i$ities and duties! the Committee sha$$,
Documents=Reports Re&ie(
6# Re&ie(! update and assess the ade+uacy of this Charter periodica$$y! 'ut at $east annua$$y! as conditions
dictate! and recommend any proposed chan%es to the Board for its appro&a$#
># Re&ie( and discuss the annua$ audited financia$ statements (ith mana%ement! and discuss (ith the
independent auditors the matters re+uired to 'e discussed 'y re$e&ant auditin% standards! inc$udin% the
+ua$ity! not -ust the accepta'i$ity! of the accountin% princip$es and under$yin% estimates used in the audited
financia$ statements#
8# Report to the Board (hether! 'ased on such re&ie(s and discussions! the Committee recommends to the
Board that the audited financia$ statements 'e inc$uded in the Company*s /orm 67;? to 'e fi$ed (ith the
Commission#
:# Re&ie( (ith mana%ement and the Company*s independent auditors the Company*s /orm 67;4 prior to its
fi$in%#
@# Re&ie( earnin%s press re$eases (ith mana%ement! inc$udin% the use of "pro forma" or "ad-usted" non;
<AAP information! as (e$$ as financia$ information and earnin%s %uidance pro&ided to ana$ysts#
A# Prepare annua$$y the report re+uired 'y the ru$es of the Commission to 'e inc$uded in the Company*s
annua$ pro1y statement#
B# Report re%u$ar$y to the Board on the matters discussed at the meetin%s of the Committee! inc$udin% the
actions ta5en 'y the Committee at such meetin%s#
"ndependent Auditors
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C# Be direct$y responsi'$e for the appointment! compensation! retention and o&ersi%ht of the (or5 performed
'y the Company*s independent auditors for the purpose of preparin% or issuin% an audit report or re$ated
(or5 or performin% other audit! re&ie( or attest ser&ices for the Company# The Company*s independent
auditors sha$$ report direct$y to the Committee! and the Company sha$$ pro&ide the Committee appropriate
fundin%! as determined 'y the Committee! in its capacity as a committee of the Board! to compensate the
independent auditors# The Committee sha$$ ha&e so$e authority to appoint or rep$ace the independent
auditors and to appro&e a$$ en%a%ement fees and terms#
9# Discuss (ith the Company*s independent auditors the matters re+uired to 'e discussed 'y Statement on
Auditin% Standards 0o# A6 re$atin% to the conduct of the audit! inc$udin% any difficu$ties encountered in the
course of the audit (or5! any restrictions on the scope of acti&ities or access to re+uested information! and
any si%nificant disa%reements (ith mana%ement#
67# 3o$d time$y discussions (ith the independent auditors re%ardin%,
critica$ accountin% estimates! po$icies and practices)
a$ternati&e treatments of financia$ information (ithin %enera$$y accepted accountin% princip$es that
ha&e 'een discussed (ith mana%ement! ramifications of the use of such a$ternati&e disc$osures and
treatments! and the treatment preferred 'y the Company*s independent auditors)
other materia$ (ritten communication 'et(een the Company*s independent auditors and mana%ement
inc$udin%! 'ut not $imited to! the mana%ement $etter and schedu$e of unad-usted differences) and
an ana$ysis of the independent auditors* -ud%ment as to the +ua$ity of the Company*s accountin%
princip$es! settin% forth si%nificant reportin% issues and -ud%ments made in connection (ith the
preparation of the Company*s financia$ statements#
11. Re&ie( and pre;appro&e 'oth audit and a$$ permissi'$e non;audit ser&ices to 'e pro&ided 'y the
independent auditors! other then the de minimis e1ceptions permitted 'y the Sar'anes;O1$ey Act of >77>
("Sarbanes-Oxley")#
6># O'tain and re&ie( a report from the Company*s independent auditors at $east annua$$y re%ardin%,
the independent auditors* interna$ +ua$ity;contro$ procedures)
any materia$ issues raised 'y the most recent interna$ +ua$ity;contro$ re&ie(! or peer re&ie(! of the
firm! or 'y any in+uiry or in&esti%ation 'y %o&ernmenta$ or professiona$ authorities or pri&ate sector
re%u$atory 'oards (ithin the precedin% fi&e years respectin% one or more independent audits carried
out 'y the firm) and
any steps ta5en to dea$ (ith any such issues#
68# E&a$uate the +ua$ifications! performance and independence of the Company*s independent
auditors! inc$udin% considerin% (hether the auditors* +ua$ity contro$s are ade+uate and the pro&ision of
permitted non;audit ser&ices is compati'$e (ith maintainin% the auditors* independence# The Committee
sha$$ o'tain from the Company*s independent auditors a forma$ (ritten statement de$ineatin% a$$
re$ationships 'et(een the Company*s independent auditors and the Company! consistent (ith "ndependence
Standards Board Standard 6! and en%a%e in a dia$o%ue (ith the Company*s independent auditors (ith
respect to any disc$osed re$ationships or ser&ices that may impact the o'-ecti&ity and independence of the
Company*s independent auditors#
6:# Re&ie( and e&a$uate the performance of the $ead partner of the Company*s independent auditor team and
ensure the rotation of the audit en%a%ement team as re+uired 'y $a( or such shorter period as may 'e
determined 'y the Committee#
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6@# Esta'$ish po$icies re%ardin% the hirin% of emp$oyees or former emp$oyees of the Company*s independent
auditors#
/inancia$ Reportin% Processes and Accountin% Princip$es
6A# "n consu$tation (ith the Company*s independent auditors! re&ie( the inte%rity of the Company*s financia$
reportin% processes! 'oth interna$ and e1terna$# The Committee sha$$ coordinate the Board*s o&ersi%ht of
the Company*s interna$ accountin% systems and contro$s#
6B# Re&ie( (ith mana%ement and the independent auditors si%nificant accountin% princip$es and financia$
reportin% issues! inc$udin% -ud%ments made in connection (ith the preparation of the Company*s financia$
statements and si%nificant chan%es in the Company*s se$ection or app$ication of accountin% princip$es#
6C# Re&ie( (ith mana%ement and the Company*s independent auditors the e1tent to (hich chan%es or
impro&ements in financia$ or accountin% practices ha&e 'een imp$emented# This re&ie( shou$d 'e
conducted at an appropriate time su'se+uent to imp$ementation of chan%es or impro&ements! as decided 'y
the Committee#
"nterna$ Audit
69# Re&ie( and ad&ise on the se$ection and remo&a$ of the Director of "nterna$ Audit! (ho sha$$ report direct$y
to the Committee no $ess fre+uent$y than +uarter$y# A portion of such report sha$$ 'e conducted in
e1ecuti&e session outside the presence of Company mana%ement#
>7# Re&ie( and ma5e recommendations to Company mana%ement re%ardin% the interna$ audit department*s
responsi'i$ities! 'ud%et and staffin%#
>6# Re&ie( summaries of a$$ interna$ audit reports prepared 'y the interna$ audit department (inc$udin%
mana%ement*s responses) and any other si%nificant findin%s stemmin% from interna$ audit acti&ities#
>># Be apprised 'y the Company*s Director of "nterna$ Audit of any si%nificant difficu$ties! disa%reements (ith
mana%ement or scope restrictions encountered in the course of the interna$ audit department*s (or5#
>8# 2a5e a recommendation to the Board! on an annua$ 'asis! concernin% the compensation to 'e paid to the
Director of "nterna$ Audit after receipt from Company mana%ement of such input concernin% such
compensation! as the Committee deems appropriate# The Board sha$$ ma5e the fina$ determination of the
compensation to 'e paid to the Director of "nterna$ Audit#
Comp$iance O&ersi%ht and Other Responsi'i$ities
>:# Esta'$ish po$icies and procedures for the su'mission of comp$aints and concerns a'out accountin%! interna$
accountin% contro$s and auditin% matters! inc$udin% procedures for the receipt! retention! and treatment of
comp$aints and the confidentia$! anonymous su'mission of emp$oyee concerns re%ardin% +uestiona'$e
accountin% or auditin% matters#
>@# O&ersee the Company*s disc$osure contro$s and procedures and the imp$ementation of! and comp$iance
(ith! the Company*s Code of Ethics#
>A# Recei&e and re&ie( the reports of the Company*s Chief E1ecuti&e Officer and Chief /inancia$ Officer
re+uired 'y Section 87> of Sar'anes;O1$ey and Ru$e 68a;6: of the E1chan%e Act#
>B# Determine (hether mana%ement has a proper re&ie( system in p$ace to determine that the Company*s
financia$ statements! reports and other financia$ information disseminated to %o&ernmenta$ or%aniDations
and the pu'$ic satisfy $e%a$ re+uirements#
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>C# Discuss (ith mana%ement the Company*s ma-or financia$ ris5 areas and the steps ta5en 'y mana%ement to
monitor and contro$ such areas! inc$udin% the Company*s %uide$ines and po$icies to %o&ern the process 'y
(hich the Company*s e1posure to ris5 is hand$ed#
>9# Discuss (ith the Company*s independent auditors (hether Section 67A(') of the E1chan%e Act concernin%
a(areness of i$$e%a$ acts pertainin% to the Company has 'een imp$icated#
87# Perform such other duties as may 'e de$e%ated to the Committee 'y the Board from time to time#
RESPONSIBILITIES AND DUTIES NOMINATING PROCESS
In addition to its responsibilities with respect to the Companys financial reporting process, the Committee
shall have the following responsibilities with respect to the nomination of candidates for election as directors:
6# Identify potential candidates for membership on the Board. Candidates may 'e identified 'y the
CommitteeEs o(n efforts as (e$$ as 'y considerin% recommendations from shareho$ders (as descri'ed
'e$o()! other mem'ers of the Board and other sources that the Committee deems appropriate# The
Committee may retain a third party search firm to assist in the identification of possi'$e candidates for
e$ection to the Board#
2. Evaluate candidates for election to the Board. The Committee will evaluate all candidates, regardless of
the source from which the candidate was first identified, based upon the totality of the merits of each
candidate and not based upon minimum qualifications or attributes. In considering the individual
nominees, the Committee will take into account the qualifications of other Board members to ensure that a
broad variety of skill sets and experience beneficial to the Company and its business are represented on the
Board.
3. Recommend to the Board candidates for election or reelection to the Board at each annual meeting of
shareholders. Recommend to the Board candidates to be elected by the Board as necessary to fill any
vacancies, including vacancies created by an increase in the size of the Board.
4. Make recommendations to the Board regarding the composition and size of the Board giving consideration
to factors such as experience, expertise, skill sets and diversity.
5. Periodically review the membership of Board committees and, after taking into consideration the
experience and other needs of the committees and the interests of the directors, make recommendations to
the Board regarding committee assignments.
6. Review annually the disclosure required by rules of the Commission in the Company's annual proxy
statement regarding operations of the Committee relating to the Company's nominating procedures.
7. Periodically review and assess the adequacy of this Charter and recommend any proposed changes to the
Board for approval.
8. Perform any other duties and responsibilities expressly delegated to the Committee by the Board from time
to time.
9. Report regularly to the Board on the matters discussed at the meetings of the Committee, including the
actions taken by the Committee at such meetings.
Shareholder Recommendations of Proposed Director Nominees
The Board will consider shareholder recommendations of proposed director nominees if the
recommendations are timely filed and include the required information. To be timely, recommendations must be
received in writing at the principal executive offices of the Company within 245 days after the mailing of the
Companys proxy statement for the prior years annual meeting. The required information is as follows:
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1. The proposed nominees name, business address, date of birth, biographical data and qualifications;
2. The number of shares of the Companys common stock beneficially owned by the proposed nominee;
3. Any other information regarding the proposed nominee that would be required to be disclosed in a
definitive proxy statements to shareholders pursuant to Regulation 14(A) of the Exchange Act;
4. The name, business address and residence address of the shareholder(s) proposing such nominee; and
5. The number of shares of the Companys stock beneficially owned by such shareholder(s).
"2"TAT"O0 O/ CO22"TTEE*S ROE
Fhi$e the Committee has the responsi'i$ities and po(ers set forth in this Charter! it is not the duty of the
Committee to p$an or conduct audits or to determine that the Company*s financia$ statements and disc$osures are
comp$ete and accurate and are in accordance (ith %enera$$y accepted accountin% princip$es and app$ica'$e ru$es and
re%u$ations# These are the responsi'i$ities of mana%ement and the independent auditors#
Appro!"# $% &'" Bo(r# of Dir")&ors o* April 7, 2010.
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