Exhibit 99.1


                        DOBI MEDICAL INTERNATIONAL, INC.

                                 (THE "COMPANY")

                             AUDIT COMMITTEE CHARTER

PURPOSE

     The  purpose of the Audit Committee (the "Committee") shall be as follows:

     1.   To oversee the accounting and financial reporting processes of the
          Company and audits of the financial statements of the Company.

     2.   To provide assistance to the Board of Directors with respect to its
          oversight of the following:

          (a)  The integrity of the Company's financial statements.

          (b)  The Company's compliance with legal and regulatory requirements.

          (c)  The independent auditor's qualifications and independence.

          (d)  The performance of the Company's internal audit function, if any,
               and independent auditor.

     3.   To prepare the report that SEC rules require be included in the
          Company's annual proxy statement.

COMPOSITION

     The Committee shall consist of three or more members of the Board of
Directors, each of whom is determined by the Board of Directors to be
"independent" under the rules of the American Stock Exchange and Rule
10A-3(b)(1) under the Securities Exchange Act of 1934 adopted pursuant to the
Sarbanes-Oxley Act; provided however, for so long as the Company qualifies as a
small business issuer under SEC Regulation S-B, it is only required to maintain
an Audit Committee of at least two members, a majority of the members of which
are independent directors.

     One director who is not independent as defined in the rules and regulations
of the American Stock Exchange and who satisfies the requirements of Rule
10A-3(b)(1) under the Securities Exchange Act of 1934 may serve as a member of
the Committee, in the following circumstances:



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     o    the director, other than in his or her capacity as a member of the
          Committee, the Board of Directors, or another Board committee, does
          not accept directly or indirectly any consulting, advisory, or other
          compensatory fee from the Company or any of its subsidiaries other
          than the receipt of fixed amounts of compensation under a retirement
          plan (including deferred compensation) for prior service with the
          Company so long as such compensation is not contingent in any way on
          continued service;

     o    the director is not an affiliated person of the Company or any of its
          subsidiaries.

     o    the director is not a current officer or employee of the Company or an
          immediate family member of a current officer or employee;

     o    the Board determines, under exceptional and limited circumstances,
          that membership by the individual on the Committee is required by the
          best interests of the Company and its shareholders;

     o    the Board of Directors discloses, in the Company's next annual meeting
          proxy statement (or its next annual report on Form 10-KSB or its
          equivalent if the Company does not file an annual proxy statement)
          subsequent to such determination, the nature of the relationship and
          the reason for that determination;

     o    no such person may serve as the Chairman of the Committee; and

     o    no such person may serve on the Committee for more than two years.

     No member of the Committee shall receive directly or indirectly any
consulting, advisory, or other compensatory fees from the Company other than (1)
director's fees for service as a director of the Company, including reasonable
compensation for serving on Board committees and regular benefits that other
directors receive; and (2) a pension or similar compensation for past
performance, provided that such compensation is not conditioned on continued or
future service to the Company. In addition, no member of the Committee may be an
affiliate of the Company or any subsidiary of the Company whether by being an
officer or owning more than 10 percent of the Company's voting securities.

QUALIFICATIONS

     All members of the Committee shall be able to read and understand
fundamental financial statements (including a company's balance sheet,


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income statement, and cash flow statement) and at least one member must
either 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 or be
an "audit committee financial expert" as defined by the SEC. Committee members
may enhance their familiarity with finance and accounting by participating in
educational programs conducted by the Company or by an outside organization.

APPOINTMENT AND REMOVAL

     The members of the Committee shall be appointed by the Board of Directors.
A member shall serve until such member's successor is duly elected and qualified
or until such member's earlier resignation or removal. The members of the
Committee may be removed, with or without cause, by a majority vote of the Board
of Directors.

CHAIRMAN

     Unless a Chairman is elected by the full Board of Directors, the members of
the Committee shall designate a Chairman by the majority vote of the full
Committee membership. The Chairman will chair all regular sessions of the
Committee and set the agendas for Committee meetings.

DELEGATION TO SUBCOMMITTEES

     In fulfilling its responsibilities, the Committee shall be entitled to
delegate any or all of its responsibilities to a subcommittee of the Committee
in accordance with its By-laws.

MEETINGS

     The Committee shall meet as frequently as circumstances dictate, but at
least on a quarterly basis. The Chairman of the Committee or a majority of the
members of the Committee may call meetings of the Committee. Any one or more of
the members of the Committee may participate in a meeting of the Committee by
means of conference call or similar communication device by means of which all
persons participating in the meeting can hear each other.

     All non-management directors who are not members of the Committee may
attend meetings of the Committee, but may not vote. In addition, the Committee
may invite to its meetings any director, member of management of the Company,
and such other persons as it deems appropriate in order to carry out its
responsibilities. The Committee may also exclude from its meetings any persons
it deems appropriate.



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     As part of its goal to foster open communication, the Committee shall
periodically meet separately with each of management, the director of the
internal auditing department, if any, and the independent auditor to discuss any
matters that the Committee or any of these groups believe would be appropriate
to discuss privately. In addition, the Committee should meet with the
independent auditor and management periodically to review the Company's
financial statements in a manner consistent with that outlined in this Charter.

DUTIES AND RESPONSIBILITIES

     The Committee shall carry out the duties and responsibilities set forth
below. These functions should serve as a guide with the understanding that the
Committee may determine to carry out additional functions and adopt additional
policies and procedures as may be appropriate in light of changing business,
legislative, regulatory, legal, or other conditions. The Committee shall also
carry out any other duties and responsibilities delegated to it by the Board of
Directors from time to time related to the purposes of the Committee outlined in
this Charter. The Committee may perform any functions it deems appropriate under
applicable law, rules, or regulations, the Company's by-laws, and the
resolutions or other directives of the Board, including review of any
certification required to be reviewed in accordance with applicable law or
regulations of the SEC.

     In discharging its oversight role, the Committee is empowered to study or
investigate any matter of interest or concern that the Committee deems
appropriate. In this regard and as it otherwise deems appropriate, the Committee
shall have the authority, without seeking Board approval, to engage and obtain
advice and assistance from outside legal and other advisors as it deems
necessary to carry out its duties. The Committee also shall have the authority
to receive appropriate funding, as determined by the Committee, in its capacity
as a committee of the Board of Directors, from the Company for the payment of
compensation to any accounting firm engaged for the purpose of preparing or
issuing an audit report or performing other audit, review, or attest services
for the Company; to compensate any outside legal or other advisors engaged by
the Committee; and to pay the ordinary administrative expenses of the Committee
that are necessary or appropriate in carrying out its duties.

     The Committee shall be given full access to the Company's internal audit
group, if any, Board of Directors, corporate executives, and independent auditor
as necessary to carry out these responsibilities. While acting within the scope
of its stated purpose, the Committee shall have all the authority of the Board
of Directors, except as otherwise limited by applicable law.

     Notwithstanding the foregoing, the Committee is not responsible for
certifying the Company's financial statements or guaranteeing the


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independent auditor's report. The fundamental responsibility for the
Company's financial statements and disclosures rests with management and the
independent auditor. It also is the job of the Chief Executive Officer and
senior management, rather than that of the Committee, to assess and manage the
Company's exposure to risk.

Documents/Reports Review

     1.   Discuss with management and the independent auditor, prior to public
          dissemination, the Company's annual audited financial statements and
          quarterly financial statements, including the Company's disclosures
          under "Management's Discussion and Analysis of Financial Condition and
          Results of Operations" and discuss with the independent auditors the
          matters required to be discussed by Statement of Auditing Standards
          No. 61.

     2.   Discuss with management and the independent auditor, prior to the
          Company's filing of any quarterly or annual report, (a) whether any
          significant deficiencies in the design or operation of internal
          control over financial reporting exist that could adversely affect the
          Company's ability to record, process, summarize, and report financial
          data; (b) the existence of any material weaknesses in the Company's
          internal control over financial reporting; and (c) the existence of
          any fraud, whether or not material, that involves management or other
          employees who have a significant role in the Company's internal
          control over financial reporting.

     3.   Discuss with management and the independent auditor the Company's
          earnings press releases (paying particular attention to the use of any
          "pro forma" or "adjusted" non-GAAP information), as well as financial
          information and earnings guidance provided to analysts and rating
          agencies.

     4.   Discuss with management and the independent auditor the Company's
          major financial risk exposures, the guidelines and policies by which
          risk assessment and management is undertaken, and the steps management
          has taken to monitor and control risk exposure.




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Independent Auditors

     5.   Appoint, retain, compensate, evaluate, and terminate any accounting
          firm engaged by the Company for the purpose of preparing or issuing an
          audit report or performing other audit, review, or attest services for
          the Company and, in its sole authority, approve all audit engagement
          fees and terms as well as all non-audit engagements with the
          accounting firm.

     6.   Oversee the work of any accounting firm engaged by the Company for the
          purpose of preparing or issuing an audit report or performing other
          audit, review, or attest services for the Company, including the
          resolution of any disagreements between management and the independent
          auditor regarding financial reporting.

     7.   Pre-approve, or adopt procedures to pre-approve, all audit, audit
          related, tax, and other services permitted by law or applicable SEC
          regulations (including fee and cost ranges) to be performed by the
          independent auditor. Any pre-approved services that will involve fees
          or costs exceeding pre-approved levels will also require specific
          pre-approval by the Committee. Unless otherwise specified by the
          Committee in pre-approving a service, the pre-approval will be
          effective for the 12-month period following pre-approval. The
          Committee will not approve any non-audit services prohibited by
          applicable SEC regulations or any services in connection with a
          transaction initially recommended by the independent auditor, the
          purpose of which may be tax avoidance and the tax treatment of which
          may not be supported by the Internal Revenue Code and related
          regulations.

     8.   To the extent it deems it appropriate, delegate pre-approval authority
          to the Chairman of the Committee or any one or more other members of
          the Committee provided that any member of the Committee who has
          exercised such delegation must report any such pre-approval decisions
          to the Committee at its next scheduled meeting. The Committee will not
          delegate the pre-approval of services to be performed by the
          independent auditor to management.

     9.   Require that the independent auditor, in conjunction with the Chief
          Financial Officer, be responsible for seeking pre-approval for
          providing services to the Company and that any request for
          pre-approval must inform the Committee about each service to be
          provided and must provide detail as to the particular service to be
          provided.

     10.  Inform each accounting firm engaged for the purpose of preparing or
          issuing an audit report or to perform audit, review, or




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          attest services for the Company that such firm shall report directly
          to the Committee.

     11.  Review, at least annually, the qualifications, performance, and
          independence of the independent auditor. In conducting its review and
          evaluation, the Committee should do the following:

          (a)  At least annually obtain and review a report by the Company's
               independent auditor describing (i) the auditing firm's internal
               quality-control procedures; (ii) any material issues raised by
               the most recent internal quality-control review, or peer review,
               of the auditing firm, or by any inquiry or investigation by
               governmental or professional authorities, within the preceding
               five years, respecting one or more independent audits carried out
               by the auditing firm, and any steps taken to deal with any such
               issues; and (iii) all relationships between the independent
               auditor and the Company.

          (b)  Ensure the receipt from the independent auditor of a formal
               written statement delineating all relationships between the
               auditor and the Company, consistent with Independence Standards
               Board Standard No. 1.

          (c)  Actively engage in a dialogue with the independent auditor with
               respect to any disclosed relationships or services that may
               impact the objectivity and independence of the auditor.

          (d)  Take, or recommend that the full Board of Directors take,
               appropriate action to oversee the independence of the independent
               auditor.

          (e)  Ensure the rotation of the lead audit (or coordinating) partner
               at least every five years, and consider whether there should be
               regular rotation of the audit firm itself.

          (f)  Confirm with the independent auditor that the lead (or
               coordinating) audit partner, the concurring (or reviewing)
               partner, and each other active audit engagement team partner
               satisfies the rotation requirements of Rule 2-01(c)(6) of
               Regulation S-X.

          (g)  Take into account the opinions of management and the Company's
               internal auditor (or other personnel responsible for the internal
               audit function), if any.

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Financial Reporting Process

     12.  In consultation with the independent auditor, management, and the
          internal auditor, if any, reviews the integrity of the Company's
          financial reporting processes, both internal and external. In that
          connection, the Committee should obtain and discuss with management
          and the independent auditor reports from management and the
          independent auditor regarding (a) all critical accounting policies and
          practices to be used by the Company and the related disclosure of
          those critical accounting policies under "Management's Discussion and
          Analysis of Financial Condition and Results of Operations"; (b)
          analyses prepared by management and/or the independent auditor setting
          forth significant financial reporting issues and judgments made in
          connection with the preparation of the financial statements, including
          all alternative treatments of financial information within generally
          accepted accounting principles that have been discussed with the
          Company's management, the ramifications of the use of the alternative
          disclosures and treatments, and the treatment preferred by the
          independent auditor; (c) all alternative treatments of financial
          statements within generally accepted accounting principals that have
          been discussed with the Company's management, the ramifications of the
          use of alternative disclosures and treatments, and the treatment
          preferred by the independent auditor; (d) major issues regarding
          accounting principles and financial statement presentations, including
          any significant changes in the Company's selection or application of
          accounting principles; (e) major issues as to the adequacy of the
          Company's internal controls and any specific audit steps adopted in
          light of material control deficiencies; (f) issues with respect to the
          design and effectiveness of the Company's disclosure controls and
          procedures, management's evaluation of those controls and procedures,
          and any issues relating to such controls and procedures during the
          most recent reporting period; (g) the effect of regulatory and
          accounting initiatives, as well as off-balance sheet structures on the
          financial statements of the Company; (h) any significant matters
          arising from any audit, including audit problems and difficulties,
          whether raised by management, the internal auditor, if any, and the
          independent auditor, relating to the Company's financial statements;
          and (i) any other material written communications between the
          independent auditor and the Company's management.

     13.  Review periodically the effect of regulatory and accounting
          initiatives, as well as off-balance sheet structures, on the financial
          statements of the Company.

     14.  Review with the independent auditor any audit problems or difficulties
          encountered and management's response thereto. In this regard, the
          Committee will regularly review with the independent auditor (a) any
          audit problems or other difficulties encountered by the auditor in the
          course of the audit work, including any restrictions on the scope of
          the independent auditor's activities or on access to



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          requested information, and any significant disagreements with
          management and (b) management's responses to such matters. Without
          excluding other possibilities, the Committee may review with the
          independent auditor (i) any accounting adjustments that were noted or
          proposed by the auditor but were "passed" (as immaterial or
          otherwise), (ii) any communications between the audit team and the
          audit firm's national office respecting auditing or accounting issues
          presented by the engagement, and (iii) any "management" or "internal
          control" letter issued, or proposed to be issued, by the independent
          auditor to the Company.

     15.  Obtain from the independent auditor assurance that the audit of the
          Company's financial statements was conducted in a manner consistent
          with Section 10A of the Securities Exchange Act of 1934, which sets
          forth procedures to be followed in any audit of financial statements
          required under the Securities Exchange Act of 1934.

     16.  Discuss the scope of the annual audit and review the form of the
          opinion the independent auditor proposes to issue.

     17.  Review and discuss with management and the independent auditor the
          responsibilities, budget, and staffing of the Company's internal audit
          function, if any.

Legal Compliance/General

     18.  Review periodically, with the Company's General Counsel, and outside
          legal counsel, if appropriate, any legal matter that could have a
          significant impact on the Company's financial statements.

     19.  Discuss with management and the independent auditor the Company's
          guidelines and policies with respect to risk assessment and risk
          management. The Committee will discuss the Company's major financial
          risk exposures and the steps management has taken to monitor and
          control such exposures.

     20.  Set clear hiring policies for employees or former employees of the
          independent auditor. At a minimum, these policies should provide that
          any accounting firm may not provide audit services to the Company if
          the Chief Executive Officer, Chief Financial Officer, Chief Accounting
          Officer, Controller, or any person serving in an equivalent position
          for the Company was employed by the accounting firm and participated
          in any capacity in the audit of the Company within one year of the
          initiation of the current audit.

     21.  Establish procedures for (i) the receipt, retention, and treatment of
          complaints received by the Company regarding accounting, internal
          accounting controls, or auditing matters; and (ii) the confidential,



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          anonymous submission by employees of the Company of concerns regarding
          questionable accounting or auditing matters.

     22.  Unless assigned to a comparable committee or group of independent
          directors, review and approve all related party transactions as
          specified in Item 404 of Regulation S-K.

     23.  Review and reassess the adequacy of this Charter on an annual basis.

Reports

     24.  Prepare all reports required to be included in the Company's proxy
          statement pursuant to and in accordance with applicable rules and
          regulations of the SEC.

     25.  Report regularly to the full Board of Directors. In this regard, the
          Committee should review with the full Board any issues that arise with
          respect to the quality or integrity of the Company's financial
          statements, the Company's compliance with legal or regulatory
          requirements, the performance and independence of the Company's
          independent auditor, and the performance of the internal audit
          function, if any.

     26.  The Committee shall provide such recommendations as the Committee may
          deem appropriate. The report to the Board of Directors may take the
          form of an oral report by the Chairman or any other member of the
          Committee designated by the Committee to make such report.

     27.  Maintain minutes or other records of meetings and activities of the
          Committee.

LIMITATION OF AUDIT COMMITTEE'S ROLE

     With respect to the foregoing responsibilities and processes, the Committee
recognizes that the Company's financial management, including the internal audit
staff, if any, as well as the independent auditor have more time, knowledge, and
detailed information regarding the Company than do Committee members.
Consequently, in discharging its oversight responsibilities, the Committee will
not provide or be deemed to provide any expertise or special assurance as to the
Company's financial statements or any professional certification as to the
independent auditors' work.

     While the Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Committee to plan or conduct audits or to
determine that the Company's financial statements and disclosures are complete
and accurate and are in accordance with generally accepted accounting principles
and applicable rules and regulations. These are the



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responsibilities of management and the independent auditor. It also is not the
duty of the Committee to conduct investigations or to assure compliance with
laws and regulations and the Company's internal policies and procedures.


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