**Exhibit 99.1**

 

**ALLIANCE****GAMING CORPORATION****AUDIT COMMITTEE CHARTER**

 

1.                                       **Members. **The Audit Committee shall consist of three or moremembers who shall be appointed by and serve at the pleasure of the Boardof Directors.  Each member must be a director who meets the New York Stock Exchangestandards of independence for directors and audit committee members, as determined by the Board.  Each member must be financiallyliterate, as determined by the board.  Inaddition, at least one member of the Committeemust be a financial expert in accordance with Securities and Exchange Commissionrules, as determined by the Board.  TheBoard shall designate one member as the Committee’s chair.

 

2.                                       Purpose, Duties, and Responsibilities.

 

a.                                       The purposes of theAudit Committee shall include the following:

 

i.                                          To represent and assistthe Board of Directors in discharging its oversight responsibility relatingto:

 

(1)                                  The accounting,reporting, and financial practices of the Company and its subsidiaries,including the integrity of the Company’s financial statements;

 

(2)                                  The surveillance of administration andfinancial controls and the Company’s compliance with legal and regulatoryrequirements;

 

(3)                                  The outside auditor’s qualifications and independence; and

 

(4)                                  The performance of theCompany’s internal audit function and the Company’s outside auditor; and

 

ii.                                       To prepare the reportrequired by the rules of the Securities and Exchange Commission to beincluded in the Company’s annual proxy statement.

 

b.                                      The Audit Committeeshall have the authority andresponsibility to:

 

i.                                          Appoint, compensate,oversee, evaluate, and, when appropriate, terminate the outside auditor, whichshall report directly to the Audit Committee.

 

ii.                                       Obtain and review, at least annually, a report by theoutside auditor describing:

 

(1)                                  The outsideauditor’s internal quality-control procedures; and

 

(2)                                  Any material issues raised by themost recent internal quality-control review, or peer review, or by any inquiry or

 

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investigationby governmentalor professional authorities, within the preceding five years, respecting one ormore independent audits carried out by the outside auditor, and any steps taken to deal withany such issues.

 

iii.                                    Approve in advance all audit and permissiblenon-audit services to be provided by the outside auditor, and establish policies andprocedures for the pre-approval of audit and permissible non-audit services tobe provided by the outside auditor.

 

iv.                                   Consider, at leastannually, the independence of the outside auditor, including whether theoutside auditor’s performance of permissible non-audit services is compatiblewith the auditor’s independence, and obtain and review a report by the outsideauditor describing any relationships between the outside auditor and theCompany and any other relationships that may adversely affect the independenceof the auditor.

 

v.                                      Review and discuss withthe outside auditor:

 

(1)                                  The scope of the audit,the results of the annual audit examination by the auditor, and any problems ordifficulties the auditor encountered in the course of its audit work andmanagement’s response; and

 

(2)                                  Any reports of the outside auditor with respect tointerim periods.

 

vi.                                   Review and discuss withmanagement and the outside auditor the audited annual and quarterly financial statements of the Company, including:

 

(1)                                  An analysis of theauditor’s judgment as to the quality of the Company’s accounting principles, setting forthsignificant financial reporting issues and judgments made in connection withthe preparation of the financial statements;

 

(2)                                  The Company’s disclosuresunder “Management’s Discussion and Analysis of Financial Condition and Resultsof Operations,” including accounting policies that may be regarded as critical;and

 

(3)                                  Major issues regarding the Company’s accountingprinciples and financial statement presentations, including any significantchanges in the Company’s selection orapplication of accounting principles and financial statement presentations.

 

vii.                                Recommend to the Board,based on the review and discussion described in paragraphs 2.b.iv, 2.b.v, and 2.b.vi, whether the financialstatements should be included in the annual report on Form 10-K.

 

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viii.                             Receive reports from the outside auditor andmanagement regarding, and review and discuss the adequacy and effectiveness of,the Company’s internal controls, including any significant deficiencies andsignificant changes in internal controls reported to the Audit Committee by theoutside auditor or management.

 

ix.                                     Receive reports from management regarding,and review and discuss the adequacy and effectiveness of, the Company’sdisclosure controls and procedures.

 

x.                                        Review and discuss withthe principal internal auditor of the Company the scope and results of the internal audit program.

 

xi.                                     Review and discuss earnings press releases,and corporate practices with respect to earnings press releases and financialinformation and earnings guidance provided to analysts and ratings agencies.

 

xii.                                  Review and discuss the Company’s practiceswith respect to risk assessment and risk management.

 

xiii.                               Oversee the Company’s compliance systems withrespect to legal and regulatory requirements and review the Company’s codes ofconduct and programs to monitor compliance with such codes.

 

xiv.                              Establish procedures for handling complaintsregarding accounting, internal accountingcontrols and auditing matters, including procedures for confidential,anonymous submission of concerns by employees regarding accounting and auditingmatters.

 

xv.                                 Establish policies for hiring employees andformer employees of the outside auditor.

 

xvi.                              Report Committee actions to the Board.

 

xvii.                           Evaluate the performance of the Committeeannually and assess the adequacy of its charter.

 

xviii.                        Perform such other duties andresponsibilities as may be assigned to the Committee from time to time by theBoard or the Board Chairman.

 

xix.                                To the extent permitted by applicable law, appoint one or more subcommittees composedof one or more members and delegate any of its duties and responsibilities tosuch subcommittees, as the Committee may from time to time deem appropriate.

 

xx.                                   To the extent permittedby applicable law, delegate any of its duties and responsibilities to officers of the company or other key company

 

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management personnel, as theCommittee may from time to time deem appropriate.

 

xxi.                                Retain, consult with, and seek advice from appropriatemanagement personnel, outside consultants, auditors, actuaries, investmentmanagers, or attorneys, on any of its duties and responsibilities, as the Committee may from time to time deem appropriate.  The Committee shall have sole authority to retain and terminate any of the foregoing,including sole authority to approve fees and other retention terms.

 

3.                                       **Meetings. **The Audit Committee shall meet at least four timesper year, either in person or telephonically, and at such times and places as theCommittee shall determine.  The Committee shall meetseparately in executive sessions, periodically, with management, the principal internalauditor of the Company, and the outside auditor.  The Committee shall report to the full Board with respect to eachmeeting and shall make such reports to shareholdersas are required by applicable regulations or as are deemed advisable in the Committee’s judgment.  A majority of the members of the AuditCommittee shall constitute a quorum.

 

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