**EXHIBIT 99.1**

 

**AXCESS INTERNATIONAL, INC.AUDIT COMMITTEE CHARTER**

 

**Organization**

 

This charter governs the operations of the audit committee. Thecommittee shall review and reassess the charter at least annually and obtainthe approval of the board of directors. The committee shall be appointed by theboard of directors and shall comprise at least three directors, each of whomare independent of management and the Company. Members of the committee shallbe considered independent if they have no relationship that may interfere withthe exercise of their independence from management and the Company. Allcommittee members shall be financially literate, [or shall become financiallyliterate within a reasonable period of time after appointment to thecommittee,] and at least one member shall have accounting or related financialmanagement expertise.

 

**Statement of Policy**

 

The audit committee shall provide assistance to the board of directorsin fulfilling their oversight responsibility to the shareholders, potential shareholders,the investment community, and others relating to the Company’s financialstatements and the financial reporting process, the systems of internalaccounting and financial controls, the internal audit function, the annualindependent audit of the Company’s financial statements, and the legalcompliance and ethics programs as established by management and the board. Inso doing, it is the responsibility of the committee to maintain free and opencommunication between the committee, independent auditors, the internalauditors and management of the Company. In discharging its oversight role, thecommittee is empowered to investigate any matter brought to its attention withfull access to all books, records, facilities, and personnel of the Company andthe power to retain outside counsel, or other experts for this purpose.

 

**Responsibilities and Processes**

 

The primary responsibility of the audit committee is to oversee theCompany’s financial reporting process on behalf of the board and report theresults of their activities to the board. Management is responsible forpreparing the Company’s financial statements, and the independent auditors areresponsible for auditing those financial statements. The committee in carryingout its responsibilities believes its policies and procedures should remainflexible, in order to best react to changing conditions and circumstances. Thecommittee should take the appropriate actions to set the overall corporate“tone” for quality financial reporting, sound business risk practices, andethical behavior.

 

The following shall be the principal recurring processes of the auditcommittee in carrying out its oversight responsibilities. The processes are setforth as a guide with the understanding that the committee may supplement themas appropriate.

 

•                  Thecommittee shall have a clear understanding with management and the independentauditors that the independent auditors are ultimately accountable to the boardand the audit committee, as representatives of the Company’s shareholders. Thecommittee shall have the ultimate authority and responsibility to evaluate and,where appropriate, recommend the replacement of the independent auditors. Thecommittee shall discuss with the auditors their independence from managementand the Company and the matters included in the written disclosures required bythe Independence Standards Board. Annually, the committee shall review andrecommend to the board the selection of the Company’s independent auditors,subject to shareholders’ approval.

 

•                  Thecommittee shall discuss with the internal auditors and the independent auditorsthe overall scope and plans for their respective audits including the adequacyof staffing and compensation. Also, the committee shall discuss withmanagement, the internal auditors, and the independent auditors the adequacyand effectiveness of the accounting and financial controls, including theCompany’s system to monitor and manage business risk, and legal and ethicalcompliance programs. Further, the committee shall meet separately with theinternal auditors and the independent auditors, with and without managementpresent, to discuss the results of their examinations.

 

•                  Thecommittee shall review the interim financial statements with management and theindependent auditors prior to the filing of the Company’s Quarterly Report onForm 10-Q. Also, the committee shall discuss the results of the quarterlyreview and any other matters required to be communicated to the committee bythe independent auditors under generally accepted auditing standards. The chairof the committee may represent the entire committee for the purposes of thisreview.

 

•                  The committee shall review with management andthe independent auditors the financial statements to be included in the Company’sAnnual Report on Form 10-K (or the annual report to shareholders if distributedprior to the filing of Form 10-K), including their judgment about the quality,not just acceptability, of accounting principles, the reasonableness ofsignificant judgments, and the clarity of the disclosures in the financialstatements. Also, the committee shall discuss the results of the annual auditand any other matters required to be communicated to the committee by theindependent auditors under generally accepted auditing standards.

 

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