**EXHIBIT 99.2**

**DATALINK CORPORATION**

**AUDIT COMMITTEE CHARTER**

**(Revised May 4,2006)**

The Audit Committee(the “Committee”) is a committee of the Board of Directors (the “Board”) ofDatalink Corporation (the “Company”) designed to monitor (1) the integrityof the financial statements of the Company, (2) the adequacy of theCompany’s internal controls and (3) the independence and performance ofthe Company’s independent registered public accounting firm.

**I.****                   *Roles and Responsibilities*.**

**A.   Maintenance of Charter.**   TheCommittee shall review and reassess the adequacy of this formal written charteron at least an annual basis.

**B.   Responsibilities Regarding IndependentRegistered Public Accounting Firm.**   The Committeeshall be directly responsible for the appointment, compensation, retention andoversight of the work of any independent registered public accounting firmengaged (including resolution of disagreements between management and theauditors regarding financial reporting) for the purpose of preparing or issuingan audit report or performing other audit, review or attest services for theCompany. Each such independent registered public accounting firm must reportdirectly to the Committee.

**C.   Complaints.**   The Audit Committeeshall establish procedures for:

(i)    Thereceipt, retention, and treatment of complaints received by the Companyregarding accounting, internal accounting controls or auditing matters; and

(ii)   Theconfidential, anonymous submission by employees of the Company of concernsregarding questionable accounting or auditing matters.

**D.   Authority to Engage Advisers.**   TheAudit Committee has the authority to engage independent counsel and otheradvisers, as it determines necessary to carry out its duties.

**E.   Funding.**   The Company shall providefor appropriate funding, as determined by the Audit Committee, in its capacityas a committee of the Board of Directors, for payment of:

(i)    Compensationto any independent registered public accounting firm engaged for the purpose ofpreparing or issuing an audit report or performing other audit, review orattest services for the Company;

(ii)   Compensationto any advisers employed by the Audit Committee under paragraph D above; and

(iii)  Ordinaryadministrative expenses of the Audit Committee that are necessary orappropriate in carrying out its duties.

**F.   Financial Reporting.**   Inconsultation with the Company’s independent registered public accounting firm,the Committee shall review the Company’s financial statements and makerecommendations to the Board regarding the adequacy thereof. In particular, theCommittee shall:

*With respect to the Annual Financial Statements:*

·                    Review theaudit scope and plan with management and the Company’s independent registeredpublic accounting firm.

·                    Review anddiscuss the Company’s audited financial statements and proposed press releasewith management and with the Company’s independent registered public accountingfirm.

1

----

·                    Review theinternal reports prepared by management and the independent registered publicaccounting firm of significant financial reporting issues and judgments made inconnection with the preparation of the Company’s audited financial statements.

·                    Discuss withthe independent registered public accounting firm the matters required to bediscussed by Statement on Auditing Standards No. 61 (as may be modified orsupplemented) relating to the conduct of the audit.

·                    Based on theforegoing, indicate to the Board whether the Committee recommends that theaudited financial statements be included in the Company’s Annual Report on Form 10-K.

·                    Review andapprove the report required by the rules of the Securities and ExchangeCommission to be included in the Company’s annual proxy statement.

*With respect to Quarterly Financial Statements:*

·                    Review withmanagement and the independent registered public accounting firm the Company’squarterly financial statements and proposed press release prior to their publicrelease and the filing of the Company’s Form 10-Q. The review may beconducted through the Chairperson of the Committee.

**G.   Internal Controls.**   The Committeeshall evaluate and report to the Board regarding the adequacy of the Company’sfinancial controls. In particular, the Committee shall:

·                    Inconsultation with the independent registered public accounting firm, review theintegrity of the Company’s financial reporting processes, both internal andexternal.

·                    Establishregular and separate systems of reporting to the Committee by each ofmanagement and the independent registered public accounting firm regarding anysignificant risks and judgments made in management’s preparation of thefinancial statements and the view of each as to appropriateness of suchjudgments.

·                    Followingcompletion of the annual audit, review separately with each of management andthe independent registered public accounting firm any significant difficultiesencountered during the course of the audit, including any restrictions on thescope of the work or access to required information.

·                    Review anysignificant disagreement among management and the independent registered publicaccounting firm in connection with the preparation of the financial statements.

·                    Review anysignificant findings and recommendations of the independent registered publicaccounting firm and management’s responses to them.

·                    Ensure thatthe independent registered public accounting firm is aware that the Committeeis to be informed of all control problems identified.

·                    Consider andrecommend to the Board to approve, if appropriate, major changes to the Company’sauditing and accounting principles and practices as suggested by theindependent registered public accounting firm and management.

·                    Review withthe independent registered public accounting firm and management the extent towhich changes or improvements in financial or accounting practices, as approvedby the Committee, have been implemented. (This review should be conducted at anappropriate time subsequent to implementation of changes or improvements, asdecided by the Committee.)

·                    Receiveperiodic updates from management, legal counsel and the independent registeredpublic accounting firm concerning financial compliance.

2

----

·                    Review withthe Company’s legal counsel such legal matters that may have a material impacton the financial statements.

**H.   Relationship with Independent Registered Public Accounting Firm.**   TheCommittee shall:

·                    Interview,evaluate and make decisions for the Company with respect to the retention of,or replacement of, the independent registered public accounting firm,considering its independence and effectiveness, and approve the fees and othercompensation to be paid to the independent registered public accounting firm.

·                    Ascertain thatthe lead and concurring audit partners of the independent registered publicaccounting firm serve in such capacities on the Company’s audit for no morethan five fiscal years, and that any other audit partner serves in such partnercapacity for no more than seven years.

·                    Ensure receiptfrom the independent registered public accounting firm of a formal writtenstatement delineating all relationships between the independent registeredpublic accounting firm and the Company, consistent with Independence StandardsBoard Standard I.

·                    Activelyengage in a dialogue with the independent registered public accounting firmwith respect to any disclosed relationships or services that may impact theobjectivity and independence of the independent registered public accountingfirm.

·                    Take, orrecommend that the full Board take, appropriate action to oversee theindependence of the independent registered public accounting firm.

·                    Regularlyconsult with the independent registered public accounting firm out of thepresence of management (and with management out of the presence of theindependent registered public accounting firm) about internal controls and the fullnessand accuracy of the Company’s financial statements.

**II.****              *Membership Requirements*.**

·                    The Committeeshall consist of at least three directors chosen by the Board.

·                    Each member ofthe Committee shall be able to read and understand fundamental financialstatements, including the Company’s balance sheet, income statement, and cashflow statement or will become able to do so within a reasonable period of timeafter his or her appointment to the Committee.

·                    At least onemember of the Committee shall have past employment experience in finance oraccounting, requisite professional certification in accounting, or comparableexperience or background (such as a position as a chief executive officer,chief financial officer or other senior officer with financial oversightresponsibilities) which results in financial sophistication, recognizedfinancial or accounting expertise.

·                    AllCommittee members shall be independent directors (as defined in Rule 4200(a)(15)of the Nasdaq Stock Market and in Rule 10A-3(b)(1) (subject tothe exemptions thereunder) pursuant to the Securities Exchange Act of 1934, asamended) and free from any relationship that, in the opinion of the Board,would interfere with the exercise of his or her independent judgment as amember of the Committee.

3

----

**III.****         *Structure*.**

·       Unless appointed by theBoard, the Committee shall appoint one of its members to act as a Chairperson,either generally or with respect to each meeting.

·       The Committee Chairpersonshall review and approve an agenda in advance of each meeting.

·       The Committee shall meet atleast twice annually, or more frequently as circumstances dictate.

·       The Committee shall havethe authority to retain special legal, accounting or other consultants toadvise the Committee in accordance with Section I(D) above.

·       The Committee may requestany officer or employee of the Company, the Company’s outside counsel or theindependent registered public accounting firm to attend a meeting of theCommittee or to meet with any members of, or consultants to, the Committee.

While the Audit Committee has the responsibilities andpowers set forth in this Charter, it is not the duty of the Audit Committee toplan or conduct audits or to determine that the Company’s financial statementsare complete and accurate and are in accordance with generally acceptedaccounting principles. This is the responsibility of management and theindependent registered public accounting firm. Except as otherwise provided inthis Charter, it is also not the duty of the Audit Committee to conductinvestigations, to resolve disagreements, if any, between management and theindependent registered public accounting firm or to assure compliance with lawsand regulations and the Company’s corporate policies.

4

----