EXHIBIT 99.1

                             OPTIMAL ROBOTICS CORP.

                    AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

                                     CHARTER

Purpose of Committee

The purpose of the Audit Committee (the "Committee") of the Board of Directors
(the "Board") of Optimal Robotics Corp. (the "Company") is to:

      (a)   assist the Board in its oversight of (i) the integrity of the
            Company's financial statements, financial reporting process, system
            of internal controls over financial reporting, and audit process,
            (ii) the Company's compliance with, and process for monitoring
            compliance with, legal and regulatory requirements, (iii) the
            independent auditors' qualifications and independence, and (iv) the
            performance of the Company's internal audit function and independent
            auditors;

      (b)   prepare the report required to be prepared by the Committee under
            the rules of the Securities and Exchange Commission (the "SEC"), and
            any other report required to be prepared by the Committee under any
            other applicable law or rule, for inclusion in the Company's annual
            proxy statement; and

      (c)   provide an open avenue of communication between the Company's
            financial management, its internal auditors (if any), its external
            auditors and the Board.

The mandate of the Committee shall be reviewed annually by the Board in order to
ensure on-going compliance with the above standards and rules.

Committee Membership

The Committee shall consist of no fewer than three members of the Board, all of
whom shall be appointed annually by the Board and shall remain in office at the
pleasure of the Board and while still directors. The members of the Committee
shall each have been determined by the Board to be "unrelated" and "independent"
under the Nasdaq Marketplace Rules (the "Nasdaq Rules") and, as applicable,
under the Sarbanes-Oxley Act of 2002 (the "2002 Act"). In selecting the members
of the Committee, the Board shall also determine (i) that each member is
"financially literate" in being able to read and understand fundamental
financial statements (including balance sheet, income statement and cash flow
statement and notes thereto); (ii) that at least one member has "accounting or
related financial management expertise," in accordance with the Nasdaq Rules;
and (iii) to the extent required by the applicable SEC rules and Nasdaq Rules,
that at least one member of the Committee is an "audit committee financial
expert" as defined by the SEC and is financially sophisticated in accordance
with the Nasdaq Rules (or if there is no such member, the reason for not having
an audit committee financial expert on the Committee) shall be disclosed. Each
member of the Committee shall be free of any relationship that, in the opinion
of the Board, would interfere with his or her individual exercise of independent
judgment and cannot be an "affiliated person" as defined under the Nasdaq Rules.
Applicable laws and regulations shall be followed in evaluating a member's
independence.

Compensation of Committee Members

No member of the Committee may receive, directly or indirectly, any compensation
from the Company or any of its affiliates other than (i) director's fees, which
may be received in cash, common stock, equity-based awards or other in-kind
consideration ordinarily available to directors; (ii) a pension or other
deferred compensation for prior service that is not contingent on future
service; and (iii) any other regular benefits that other directors receive.
Without

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limiting the generality of the foregoing, no member of the Committee may receive
any compensation for services rendered as a consultant or legal or financial
advisor.

Committee Structure and Operations

The Board shall designate one member of the Committee as its chairperson. The
Committee shall meet at least once during each fiscal quarter, with further
meetings to occur, or actions to be taken by written resolution signed by all
members of the Committee, when deemed necessary or desirable by the Committee or
its chairperson. A quorum for meetings of the Committee shall be a majority of
its members.

The Committee may invite such members of management, auditors and other persons
to its meetings as it may deem desirable or appropriate. The Committee's
chairperson shall report regularly to the Board summarizing the Committee's
actions and any significant issues considered by the Committee.

Committee Duties, Responsibilities and Authority

The following are the duties, responsibilities and authority of the Committee:

1.    To meet with the independent auditors and the Company's management and
            such other personnel as it deems appropriate and discuss such
            matters as it considers appropriate, including the matters referred
            to below. The Committee must meet separately with the independent
            auditors periodically, normally at least once each fiscal quarter.

2.    To ensure that the external auditors report directly to the Committee and
            that they are accountable to the Committee and to the Board.

3.    To decide whether to appoint, retain, terminate or nominate (and recommend
            to the Company's shareholders the selection of Independent Auditors)
            the Company`s independent auditors including having the sole
            authority to approve all audit engagement fees and terms and to
            pre-approve all audit and permissible non-audit services and fees to
            be provided by the independent auditors. The Committee shall monitor
            and evaluate the auditors' qualifications, performance and
            independence on an ongoing basis, and shall be directly responsible
            for overseeing the work of the independent auditors (including
            resolving disagreements between management and the auditor regarding
            financial reporting). In conducting such evaluations, the Committee
            shall:

            o     At least annually, obtain and review a report by the
                    independent auditors describing:

                  o     the auditors' internal quality-control procedures;

                  o     any material issues raised by the most recent internal
                            quality-control review or peer review of the
                            auditors, or by any inquiry or investigation by
                            governmental or professional authorities, within the
                            preceding five years, concerning one or more
                            independent audits carried out by the auditors, and
                            any steps taken to deal with any such issues; and

                  o     (to assess the auditors' independence) all relationships
                            between the independent auditors and the Company
                            (including information the Company determines is
                            required to be disclosed in the Company`s proxy
                            statement as to services for audit and non-audit
                            services provided to the Company and those
                            disclosures required by Independence Standards Board
                            Standard No.1, as it may be modified or
                            supplemented).

            o     Discuss with the independent auditors any relationships or
                      services that may affect the objectivity or independence
                      of the independent auditors and consider whether the
                      provision of non-audit services is compatible with
                      maintaining the external auditors' independence.

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            o     Review and evaluate the qualifications, performance and
                      independence of the primary partners of the independent
                      auditors.

            o     Take into account the opinions of management.

            o     Discuss with management the timing and process for
                      implementing the rotation of the lead audit partner, the
                      concurring partner and any other active audit engagement
                      team partner and consider whether there should be a
                      regular rotation of the audit firm itself.

            The Committee shall present its conclusions concerning the
            independent auditors to the Board for its information at least
            annually.

4.    To obtain from the independent auditors and management, for any audit, a
            timely report on the Company`s annual audited financial statements
            setting forth significant financial reporting issues and judgments
            made in connection with the preparation of the financial statements
            and discussing with them the quality and not just the acceptability
            of all critical accounting policies and practices to be used
            including alternative treatments of financial information within
            generally accepted accounting principles discussed with management,
            the ramifications of such treatments and the treatment recommended
            by the auditors, which report will be reviewed and concurred with by
            the independent auditors, and to obtain from the independent
            auditors any material written communications between the independent
            auditors and management, such as any "management" letter, response
            thereto by the Company's management or schedule of unadjusted
            differences.

5.    Prior to their being filed, to discuss with management and the independent
            auditors the Company's annual audited financial statements and
            quarterly financial statements, including the Company`s disclosures
            under "Management's Discussion and Analysis of Financial Condition
            and Results of Operations", and to discuss with the Company`s Chief
            Executive Officer and Chief Financial Officer their certifications
            to be provided under Sections 302 and 906 of the 2002 Act, including
            whether the financial statements fairly present, in all material
            respects, the financial condition, results of operations and cash
            flows of the Company as of and for the periods presented and whether
            any significant deficiencies exist in the design or operation of
            internal controls that could adversely affect the Company`s ability
            to record, process, summarize and report financial data, assess any
            material weaknesses that may exist in internal controls, or consider
            whether any fraud has occurred, whether or not material, that
            involves management or other employees who have a significant role
            in the Company's internal controls. The Committee shall discuss, as
            applicable: (a) major issues encountered and judgments made
            regarding accounting principles, financial statement presentation
            and the Company's financial statements generally, including any
            significant changes in the Company`s selection or application of
            accounting principles, major issues as to the adequacy of the
            Company`s internal controls, any special audit steps adopted in
            light of material control deficiencies and any other major
            accounting policy changes; (b) analyses prepared by management
            and/or the independent auditors setting forth significant financial
            reporting issues and judgments made in connection with the
            preparation of the financial statements; (c) the effect of
            regulatory and accounting initiatives, as well as off-balance sheet
            structures, transactions, obligations (including contingent
            obligations), other relationships of the Company with unconsolidated
            entities or other persons on the financial statements of the Company
            and any unusual methods of acquiring or holding interests in other
            entities; and (d) the results of the review of the Company's
            quarterly financial statements by the Company's independent
            auditors.

6.    To review management's report assessing the adequacy and effectiveness of
            the Company's disclosure controls and procedures and systems of
            internal control.

7.    To review filings (including interim reports) with the SEC and other
            published documents containing the Company's financial statements or
            financial information extracted or derived from such financial
            statements, and consider whether the information therein is
            consistent with the information in the financial statements before
            it is filed with the SEC, Nasdaq or other regulators, exchanges or
            associations.

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8.    To discuss with the independent auditors on at least an annual basis if
            applicable, the matters required to be discussed by Statement on
            Auditing Standards No. 61, as it may be modified or supplemented, as
            well as any problems or difficulties the auditors encountered in the
            course of the audit work, including any restrictions on the scope of
            the independent auditors' activities or access to requested
            information, significant changes required in the independent
            auditors' accounting plan, any significant disagreements with
            management, and any other matters relating to the audit which are to
            be communicated to the Committee under GAAP. Among the items the
            Committee will consider discussing with the independent auditors
            are:

            o     any accounting adjustments that were noted or proposed by the
                      independent auditors but were "passed" (as immaterial or
                      otherwise);

            o     any communications between the audit team and the independent
                      auditors' national office concerning auditing or
                      accounting issues presented by the engagement; and

            o     any "management" or "internal control" letter issued, or
                      proposed to be issued, by the independent auditors to the
                      Company.

            The discussion shall also include the responsibilities, budget and
            staffing of the Company's internal audit function.

9.    To review, at least annually, the Company's communication policy and
            monitor the Company's communication with analysts, investors, the
            media and the public. In particular, to discuss with management the
            Company's earnings press releases, as well as financial information
            and earnings guidance provided to analysts and rating agencies.
            Discussion of earnings releases as well as financial information and
            earnings guidance may be done generally (i.e., discussion of the
            types of information to be disclosed and the type of presentation to
            be made).

10.   To discuss with management and the independent auditors periodically,
            normally on at least an annual basis:

            o     the independent auditors' annual audit scope, risk assessment
                      and plan to ensure completeness of coverage, reduction of
                      redundant efforts, the effective use of internal and
                      external audit resources and the use of independent public
                      accountants other than the appointed independent auditors;

            o     the form of independent auditors' report on the annual
                      financial statements and matters related to the conduct of
                      the audit under generally accepted auditing standards; and

            o     comments by the independent auditors on internal controls and
                      significant findings and recommendations resulting from
                      the audit.

11.   To discuss with management periodically, normally on at least an annual
      basis:

            o     the annual internal audit plan, risk assessment, and
                      significant findings and recommendations and management's
                      responses thereto;

            o     the adequacy of the Company's internal controls, any codes of
                      conduct and any monitoring of the Company's compliance
                      therewith; and

            o     the internal audit function and responsibilities and any scope
                      restrictions placed on the execution of internal audit
                      responsibilities.

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12.   To establish procedures for the receipt, retention and treatment of
            complaints received by the Company regarding accounting, internal
            accounting controls or auditing matters, and for the confidential,
            anonymous submission by Company employees of concerns regarding
            questionable accounting or auditing matters.

13.   To establish policies governing the Company's hiring or engaging as a
            contractor of any current or former employee of the Company`s
            independent auditors who was engaged on the Company's account in the
            most recent two years and review and concur with the hiring or
            engagement of such an individual. These policies shall provide that
            no former employee of the independent auditors who was a member of
            the Company`s audit engagement team may undertake a financial
            reporting oversight role at the Company within one year of the date
            of the commencement of procedures for a review or audit.

14.   To discuss with management periodically, normally on at least an annual
            basis, management's assessment of the Company's market, credit,
            liquidity and other financial and operational risks, and the
            guidelines, policies and processes for managing such risks.

15.   To discuss with the Company`s General Counsel any significant legal,
            compliance or regulatory matters that may have a material impact on
            the Company`s business, financial statements or compliance policies,
            including related party transactions and reports or inquiries from
            governmental or other agencies and the appropriateness of the
            Company's public disclosure thereof in the documents reviewed by the
            Committee.

16.   To obtain assurance from the independent auditors that the audit of the
            Company`s financial statements was conducted in a manner consistent
            with Section10A of the Securities Exchange Act of 1934, as amended,
            which sets forth certain procedures to be followed in any audit of
            financial statements required under that Act.

17.   To review and approve all related party transactions (as defined by
            applicable NASD Rule).

18.   To conduct or authorize investigations into any matters within the
            Committee's charter. The Committee is empowered to: (i) retain
            outside counsel or other advisors to advise or assist the Committee
            in the conduct of an investigation; (ii) seek any information it
            requires from external parties or employees, all of whom are
            directed to cooperate with the Committee's requests; (iii) meet with
            management, independent auditors or outside counsel, as necessary;
            (iv) meet with the Company's financial advisors; and (v) authorize
            the payment of any fees in respect of the foregoing.

19.   To discharge any other duties or responsibilities delegated to the
            Committee by the Board, by the Company's bylaws or by law from time
            to time.

20.   To review the Committee's duties and responsibilities at least annually.

Committee Reports

The Committee shall produce the following reports and provide them to the Board:

1.    Any report or filing, including any recommendation, or other disclosures
            required to be prepared by the Committee pursuant to the rules of
            the SEC or any other regulatory authority for inclusion in the
            Company's annual proxy statement, including:

            o     a report for the annual proxy statement as to the Committee's
                      review and discussion of matters with the Company's
                      management and the independent auditors;

            o     filing a copy of the Committee's charter as an appendix to the
                      annual proxy statement at least once every three (3)
                      years; and

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2.    An annual performance evaluation of the Committee, which evaluation shall
            compare the performance of the Committee with the requirements of
            this charter. The performance evaluation shall also include a review
            of the adequacy of this charter and shall recommend to the Board any
            revisions the Committee deems necessary or desirable, although the
            Board shall have the sole authority to amend this charter. The
            performance evaluation shall be conducted in such manner as the
            Committee deems appropriate.

Resources and Authority of the Committee

The Committee shall have the resources, including funding, and authority
appropriate to discharge its duties and responsibilities, including the
authority to select, retain, terminate, and approve the fees and other retention
terms of special or independent counsel, accountants or other experts, as it
deems appropriate, without seeking approval of the Board or management.