**Exhibit 99**

**MERGETECHNOLOGIES INCORPORATED**

**AUDITCOMMITTEE CHARTER**

**(Amended andRestated on August 28, 2006)**

**A.****                Purpose**

TheAudit Committee (the “*Committee*”) ofthe Board of Directors (the “*Board*”) ofMerge Technologies Incorporated (the “*Company*”) shalloversee the Company’s accounting and financial reporting processes and theaudits of the Company’s financial statements, and shall otherwise exerciseoversight responsibility, and assist the Board in fulfilling its oversightfunctions, with respect to matters involving the accounting, auditing,financial reporting and internal control functions of the Company. In so doing,it shall be the goal of the Committee to maintain free and open means ofcommunication between the members of the Board, the independent registeredpublic accountants who audit the Company’s financial statements (the “*Public Accountants*”), the Company’s management and thepersons performing the Company’s internal audit function.

**B.****               Composition**

The Committee shall becomprised of three or more directors, as determined by the Board on therecommendation of the Nominating Committee of the Board. Each member of theCommittee shall be “independent” as defined by the rules of The Nasdaq StockMarket (“*NASDAQ*”) and the Securities and ExchangeCommission (the “*SEC*”) that are applicable toaudit committee members. Each committee member shall also be free from anyrelationship that, in the opinion of the Board, would interfere with theexercise of his or her independent judgment as a member of the Committee.

All members of theCommittee shall have a basic understanding of finance and accounting and beable to read and understand fundamental financial statements, including theCompany’s consolidated balance sheets, statements of operations and statementsof cash flows. At least one member of the Committee shall have accounting orrelated financial management expertise consisting of employment experience infinance or accounting, requisite professional certification in accounting, orother comparable experience or background, which results in the individual’sfinancial sophistication, including being or having been a chief executiveofficer, chief financial officer or other senior officer with financialoversight responsibilities.

TheCommittee shall comply with any other audit committee composition requirementsof NASDAQ and the SEC.

**C.****               Meetings**

The Committee shall meetwith such frequency and at such intervals as it shall determine necessary tocarry out its duties and responsibilities, but not less than quarterly. Inaddition, the Committee shall hold any special meetings as may be necessary orcalled by the Chairperson of the Committee or at the request of the PublicAccountants or the Company’s management. Representatives of the PublicAccountants, members of the Company’s management and others may attend meetingsof the Committee at the invitation of the Committee and shall provide pertinentinformation as necessary. As part of its purpose to foster open and candidcommunication, the Committee shall meet periodically as necessary with thePublic Accountants, the Company’s management and any others that the Committeeinvites to meet with it in separate executive sessions to discuss any mattersthat the Committee or these individuals believe should be discussed privatelywith the Committee. The Committee may meet via telephone conference calls ortake action in writing executed by all of the members. Except as otherwisespecifically provided for in this Charter, a quorum shall consist of twomembers.

Unless the Board elects aChairperson of the Committee (the “*Chairperson*”),the Committee shall elect a Chairperson by majority vote. The Chairperson ofthe Committee shall set the agenda of each meeting and arrange for thedistribution of the agenda, together with supporting material, to the 

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Committee members prior to each meeting. TheChairperson will also cause to be prepared and circulated to the Committeemembers minutes of each meeting.

**D.****              Functions**

In carrying out itsfunctions, the Committee’s policies and procedures shall remain flexible, sothat it may be in a position to react or respond to changing circumstances orconditions. No less than annually, the Committee shall conduct a performanceevaluation of the Committee and an evaluation of the adequacy of this Charter.

TheCommittee’s functions may be divided into the following general categories: (1)overseeing financial reporting, (2) evaluating independent audit processes, (3)reviewing internal controls established by management, and (4) other functions.The Committee shall:

**1.     Financial Information and Reports**

a.                  Reviewwith the Public Accountants, the Company’s management and the personsperforming the Company’s internal audit function, the interim financialstatements to be included in each of the Company’s Quarterly Reports on Form10-Q prior to the public announcement of financial results and the filing ofthe Form 10-Q with the SEC.

b.                 Reviewwith the Public Accountants, the Company’s management and the personsperforming the Company’s internal audit function, the Company’s annualfinancial statements to be included in the Company’s Annual Report on Form 10-Kprior to the public announcement of financial results and the filing of theForm 10-K with the SEC.

c.                  Reviewthe disclosure under “Management’s Discussion and Analysis and Analysis ofFinancial Condition and Results of Operations” in each Annual Report on Form10-K and Quarterly Report on Form 10-Q, prior to the filing thereof with theSEC.

d.                 Reviewthe Company’s press releases announcing financial results or financialforecasts of the Company prior to their dissemination.

e.                  Discusswith the Public Accountants their judgments about the quality, not just theacceptability, of the Company’s accounting principles and financial disclosurepractices used or proposed and the appropriateness of significant managementjudgments.

f.                    Discusswith the Company’s management and the Public Accountants the effect ofregulatory and accounting initiatives, as well as any off-balance sheetstructures, on the Company’s financial statements.

g.                  Reviewa report from the Public Accountants periodically, but no less than annually,as to (i) all critical accounting policies to be used, (ii) allalternative disclosures and treatments of financial information within generallyaccepted accounting principles (“*GAAP*”) thathave been discussed with the Company’s management, the ramifications of the useof such alternative disclosures and treatments and the disclosures andtreatments preferred by the Public Accountants, and (iii) other materialwritten communications between the Public Accountants and the Company’smanagement, including management letters and schedules of unadjusteddifferences.

h.                 Recommend,based upon the review and discussion described above, whether the consolidatedfinancial statements should be included in each of the Company’s Annual Reportson Form 10-K or Quarterly Reports on Form 10-Q.

i.                    Based upondiscussions with, and reliance upon, the Public Accountants and the Company’smanagement, prepare any audit committee reports or other auditcommittee-related 

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disclosure, infilings with the SEC or otherwise, required by applicable securities laws,rules and regulations or by the rules of any securities exchange or market onwhich securities of the Company are listed, including a report to be includedin the Company’s annual meeting proxy statement stating whether the Committeehas (i) reviewed and discussed the audited financial statement with management,(ii) discussed with the Public Accountants the matters required to be discussedby Statement on Auditing Standards No. 61, (iii) received from the PublicAccountants disclosures regarding their independence required by IndependenceStandards Board Standard No. 1 and (iv) discussed with the Public Accountantstheir independence. The proxy statement shall also contain a statement as towhether the Committee members are independent and that the Committee hasadopted a charter.

j.                     Periodically,but no less than annually, review the financial statements and related reportsfor the Company’s retirement plan(s).

**2.     Audit Processes**

a.                  Bedirectly responsible for the appointment, retention, replacement ortermination, compensation and oversight of the work of the Public Accountants,including resolution of disagreements between the Company’s management and thePublic Accountants regarding issues relating to accounting standards, financialreporting and disclosure, and other related issues that the Committee deems tobe in its purview.

b.                 Pre-approveall audit services and permitted non-audit services (including the fees andterms thereof) to be performed for the Company by the Public Accountants, in amanner consistent with applicable law and policies established by theCommittee. The Committee may delegate, subject to any rules or limitations itdeems appropriate, to one or more designated members of the Committee theauthority to grant such pre-approvals; provided, however, that the decisions ofany member to whom authority is so delegated to pre-approve an activity shallbe presented to the full Committee for ratification at its next meeting.

c.                  Onan annual basis, review the Public Accountants’ independence and objectivity by(i) inquiring into matters such as all relationships between the PublicAccountants and the Company and (ii) reviewing annual disclosures from thePublic Accountants regarding their independence as required by IndependenceStandards Board Standard No. 1.

d.                 Onan annual basis, obtain and review a report from the Public Accountants concerningtheir internal quality control review of the firm, any inquiry or investigationby governmental or professional authorities within the preceding five (5) yearsrespecting one or more independent audits carried out by the firm and any stepstaken to address material issues raised by such review or any such inquiry orinvestigation.

e.                  Reviewthe experience and qualifications of the senior members of the PublicAccountants’ team.

f.                    Reviewthe annual audit plan of the Public Accountants and evaluate their performanceand adherence to the prior year’s audit plan.

g.                  Confirmthat the Public Accountants have complied with the requirements of SecuritiesExchange Act of 1934 concerning the rotation of the lead audit and reviewingpartners.

h.                 Reviewand approve (or veto) the Company’s hiring of employees or former employees ofthe Public Accountants who participated in any capacity in the audits of the Company.

i.                    Followingcompletion of the annual audit, review separately with the Company’s managementand the Public Accountants the effectiveness of the audit effort, including any

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significantdifficulties encountered during the course of the audit and any restrictions onthe scope of work or access to required information.

**3.     Risk Management and Controls**

a.                  Inquireof the Public Accountants, the Company’s management and the persons performingthe Company’s internal audit function about significant risks or exposures andassess the steps which management has taken to minimize such risks and monitorcontrol of these areas.

b.                 Reviewwith the Public Accountants, the Company’s Management and the personsperforming the Company’s internal audit function, their findings on theadequacy and effectiveness of internal controls (including the annualdeficiency report prepared by the Public Accountants pursuant to Section 404 ofthe Sarbanes-Oxley Act of 2002) and their recommendations for improving theinternal control environment, including management’s controls and securityprocedures with respect to the Company’s information systems.

c.                  Reviewwith the Public Accountants, the Company’s management and the personsperforming the Company’s internal audit function, the extent to which changesor improvements in financial or accounting practices, as approved by theCommittee, have been implemented. This review will be conducted at anappropriate time subsequent to the approval of such changes or improvements, asdecided by the Committee.

d.                 Periodicallyreview with the Company’s legal counsel matters that could have a significantimpact on the Company’s financial statements, such as compliance with laws,rules and regulations, litigation and inquiries received from governmentalagencies and regulators.

e.                  Reviewand approve the appointment, replacement, reassignment or dismissal of theCompany’s principal financial officer and the Company’s principal accountingofficer.

f.                    Reviewwith the Company’s management and the Director of Internal Audit (or person fulfillingsuch function), the plans, activities, staff, organizational structure andeffectiveness of the internal audit function. Review findings andrecommendations from completed internal audits, together with managementresponses, and a progress report on the internal audit plan, with explanationsfor any deviations from the original plan.

g.                  Reviewwith the Public Accountants, the Company’s management and the personsperforming the Company’s internal audit function, any incidents of fraud,whether or not material.

h.      The Company’s internal audit function shall be managed by aDirector of Internal Audit (or person fulfilling such function), who shall reportdirectly to the Committee. The Committee shall have the sole authority to hireor terminate the employment of the Director of Internal Audit (or person fulfillingsuch function). the Director of Internal Audit (or person fulfilling suchfunction) shall otherwise report for administrative purposes to the principalfinancial officer.

**4.     Other Functions**

a.                  Establishand maintain procedures for the receipt, retention, and treatment of complaintsreceived by the Company regarding accounting, internal accounting controls, orauditing matters.

b.                 Establishand maintain procedures for the confidential, anonymous submission by Companyemployees of concerns regarding questionable accounting or auditing matters.

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c.                  Reviewand approve (or veto) related party transactions, and resolve conflicts ofinterest questions, involving Board members or senior management (as definedand required by applicable securities laws, rules and regulations and the rulesof the NASDAQ).

d.                 Overseeand review the Company’s asset management policies, including an annual reviewof the Company’s investment policies and performance for cash and short-terminvestments.

e.                  Reviewand monitor compliance with Company standards of business conduct and monitorcompliance with applicable laws, including the Foreign Corrupt Practices Actand the Sarbanes-Oxley Act of 2002.

f.                    Reviewand monitor compliance with the Company’s Code of Business Conduct and Ethicsand approve any waivers under such Code.

g.                  Noless than annually, evaluate the adequacy of the Company’s Code of BusinessConduct and Ethics and make recommendations to the Board with respect to anyproposed changes.

h.                 Reviewand monitor compliance with financial covenants under any Company creditfacilities and debt instruments.

i.                    Conductor authorize investigations into any matter within the Committee’s scope ofresponsibilities that the Committee deems appropriate for investigation.

j.                     Havethe authority to retain independent counsel, accountants or other advisors, asthe Committee determines necessary or appropriate to carry out its duties.

k.                 Considerwhether Committee members are provided with appropriate background informationand training and, when necessary, seek such information and training from theCompany’s management, the Public Accountants and/or other third-party sources.

l.                    Determineappropriate funding, which the Company shall provide, for payment of (i) compensationto the Public Accountants engaged for the purpose of preparing or issuing anaudit report or performing other audit, review or attest services for theCompany, (ii) compensation to any advisors engaged by the Committee and toany third-party sources providing background information and/or training toCommittee members, and (iii) ordinary administrative expenses of the Committeethat are necessary or appropriate in carrying out its duties.

m.             Performsuch other functions as are assigned by law, the rules of NASDAQ, the Company’scharter or bylaws, or the Board of Directors.

n.                 Regularlyreport its activities, findings and conclusions to the full Board, includingproviding copies to the Board of all approved Committee meeting minutes.

**E.****               Scopeof Responsibilities**

While the Committee hasthe functions set forth in this Charter, it is not the duty of the Committee toplan or conduct audits or to determine that the Company’s financial statementsare complete and accurate or are in accordance with GAAP. The Company’smanagement is principally responsible for Company accounting policies, thepreparation of the financial statements and ensuring that the financialstatements are prepared in accordance with GAAP. Management is also responsiblefor implementing procedures designed to ensure that the Company and itsemployees comply with applicable laws and regulations and with the Company’sapplicable ethics standards. The Public Accountants are responsible forauditing and attesting to the Company’s financial statements and understandingthe Company’s system of internal controls in order to plan and to determine thenature, timing and extent of audit procedures to be performed.

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