Exhibit 99.1

AUDIT COMMITTEE CHARTER FOR
SYSTEMAX INC.

Purpose of Committee

The purpose of the Audit Committee (the Committee)
of the Board of Directors (the Board) of Systemax Inc. (the
Company) is to (a) assist the Board with oversight of (i) the
integrity of the Companys financial statements, (ii) the Companys
compliance with legal and regulatory requirements, (iii) the Companys
independent auditors qualifications and independence, and (iv) the
performance of the Companys internal audit function and independent
auditors; and (b) prepare the report that U.S. Securities and Exchange
Commission rules require be included in the Companys annual proxy
statement.

The function of the Committee is oversight. It is not the
Committees responsibility to certify the Companys financial
statements or to guarantee the report of the independent auditor. The
Companys management is responsible for the (i) preparation, presentation
and integrity of the Companys financial statements, (ii) maintenance of
appropriate accounting and financial reporting principles and policies, and
(iii) maintenance of internal controls and procedures designed to assure
compliance with accounting standards and applicable laws and regulations. The
independent auditor is responsible for planning and carrying out a proper audit
and reviews. In fulfilling their responsibilities hereunder, it is recognized
that members of the Committee are not full-time employees of the Company. As
such, it is not the duty or responsibility of the Committee or its members to
conduct auditing or accounting reviews or procedures, except to the extent
described below under Performance Evaluations. Each member of the
Committee shall be entitled to rely on (i) the integrity of those persons and
organizations within and outside the Company from which it receives information
and (ii) the accuracy of the financial and other information provided to the
Committee by such persons and organizations absent actual knowledge to the
contrary (which shall be promptly reported to the Companys Board). In
addition, the evaluation of the Companys financial statements by the
Committee is not of the same scope as, and does not involve the extent of detail
as, audits performed by the independent auditor, nor does the Committees
evaluation substitute for the responsibilities of the Companys management
for preparing, or the independent auditor for auditing, the financial
statements.

Committee Duties and Responsibilities

The duties and responsibilities of the Committee are to:

| | 1. | Retain and terminate the Company's independent auditors (subject, if applicable,
to shareholder ratification). The Committee shall have the sole authority to
approve and/or pre-approve all audit engagement fees and terms, as well as all
significant non-audit engagements with the independent auditor. The Committee
need not pre-approve non-audit services that fall within the "De Minimis
Exception" set forth in Section 10A(i)(1)(B) of the Securities Exchange Act of
1934.
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| | 2. | At least annually, obtain and review a report by the independent auditor
describing: the independent auditor's internal quality-control procedures; any
material issues raised by the most recent internal quality-control review, or
peer review, of the independent auditor, 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 independent
auditor, and any steps taken to deal with any such issues; and (to assess the
auditor's independence) all relationships between the independent auditor and
the Company. After reviewing the foregoing report and the independent auditor's
work throughout the year, the Committee shall evaluate the auditor's
qualifications, performance and independence. This evaluation shall include the
review and evaluation of the lead partner of the independent auditor and the
appropriateness of rotating the audit firm itself. In making its evaluation, the
Committee shall take into account the opinions of management and the Company's
internal auditors (or other personnel responsible for the internal audit
function). The Committee shall present its conclusions with respect to the
independent auditor to the full Board.
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| | 3. | Discuss the annual audited financial statements and quarterly
financial statements with management and the independent auditor, including the
Company's disclosures under "Management's Discussion and Analysis of Financial
Condition and Results of Operations."
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| | 4. | Discuss earnings press releases, as well as financial
information and earnings guidance provided to analysts and rating agencies. This
discussion may be done generally (i.e., discussion of the types of information
to be disclosed and the type of presentation to be made). The Committee is not
required to discuss in advance each earnings press release or each instance in
which the Company provides earnings guidance.
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| | 5. | As appropriate, obtain advice and assistance from outside
legal, accounting or other advisors.
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| | 6. | Discuss policies with respect to risk assessment and risk
management. While it is the job of the chief executive officer and senior
management to assess and manage the Company's exposure to risk, the Committee
must discuss guidelines and policies to govern the process by which this is
handled. The Committee should discuss the Company's major financial risk
exposures and the steps management has taken to monitor and control such
exposures.
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| | 7. | Periodically meet separately with management, with internal
auditors (or other personnel responsible for the internal audit function), and
with independent auditors.
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| | 8. | Review with the independent auditor any audit problems or
difficulties and management's response. The Committee must regularly review with
the independent auditor any difficulties the auditor encountered in the course
of the audit work, including any restrictions on the scope of the independent
auditor's activities or on access to requested information, and any significant
disagreements with management. The review should also include discussion of the
responsibilities, budget and staffing of the Company's internal audit
function.
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| | 9. | Set clear hiring policies for the hiring by the Company of
employees or former employees of the independent auditors.
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| | 10. | 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, anonymous
submission by employees of the Company of concerns regarding questionable
accounting or auditing matters.
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| | 11. | Report regularly to the Board. 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 auditors, or the performance of the internal audit function.
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Committee Membership

The Committee shall consist of at least three members of the
Board, each of whom is, in the business judgment of the Board,
independent under Section 10A(m)(3) of the Securities Exchange Act
of 1934, the rules of the New York Stock Exchange and any other securities
exchange on which the Companys securities are listed. Each member of the
Committee shall be financially literate (or shall become so within a reasonable
period of time after appointment to the Committee), and at least one member of
the Committee shall have accounting or related financial management
expertise as such qualifications are interpreted by the Board in its
business judgment, and qualify as a financial expert as defined by
the U.S. Securities and Exchange Commission. No Committee member may serve on
the audit committees of more than two other public companies, unless the
Companys Board has determined that such service will not impair the
effectiveness of the members service on the Committee.

The members of the Committee shall be appointed by the Board,
and shall serve at the pleasure of the Board for such term or terms as the Board
may determine.

The compensation to be paid by the Company to any Committee
member must consist solely of directors fees; provided, however, that
pension or other deferred compensation that is not contingent on future service
to the Company will not be deemed to violate this requirement.

Committee Structure and Operations

A majority of the Committee shall constitute a quorum. The Board
shall designate a member of the Committee as its chairperson. The Committee may
act by a majority of the members present at a meeting of the Committee. In the
event of a tie vote on any issue, the chairpersons vote shall decide the
issue. The Committee shall meet in person or telephonically at least four times
a year at a time and place determined by the Committee chairperson, with further
meetings to occur when deemed necessary or desirable by the Committee or its
chairperson. The Committee may delegate some or all of its duties to a
subcommittee comprising one or more members of the Committee. The Committee may
ask members of management or others whose advice and counsel are relevant to the
issues then being considered by the Committee to attend any meetings and to
provide such pertinent information as the Committee may request.

Performance Evaluation

The Committee shall review the adequacy of this charter and
evaluate its performance hereunder at least annually and present such report to
the full Board. Such report shall include any recommended changes to this
charter. The Board shall also review and approve this charter at least annually.

While the fundamental responsibility for the Companys
financial statements and disclosures rests with management and the independent
auditor, the Committee shall review: (i) major issues regarding accounting
principles, and financial statement presentations, including any significant
changes in the Companys selection or application of accounting principles,
and major issues as to the adequacy of the Companys internal controls and
any special audit steps adopted in light of material control deficiencies; (ii)
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 analyses of the effects of
using alternative methods under generally accepted accounting principles
(GAAP) on the financial statements; (iii) the effect of regulatory
and accounting initiatives, as well as off-balance sheet structures, on the
financial statements of the Company; and (iv) earnings press releases (paying
particular attention to any use of pro forma, or
adjusted non-GAAP, information), as well as financial information
and earnings guidance provided to analysts and rating agencies.

Resources and Authority of the Committee

In discharging its oversight responsibilities, the Committee
shall have unrestricted access to the Companys management, books and
records and the authority to retain outside counsel, accountants or other
consultants in the Committees sole discretion. The Committee may direct
any officer of the Company, the independent auditor and/or the Companys
internal audit staff to inquire into and report to the Committee on any matter.

Nothing contained in this charter is intended to, or should be
construed as, creating any responsibility or liability of the members of the
Committee except to the extent otherwise provided under applicable Delaware law
which shall continue to set the legal standard for the conduct of the members of
the Committee.

Adopted February 28, 2003