**Exhibit 99.1**

**MEDICSIGHT, INC.**

**AUDIT COMMITTEE CHARTER(AS APPROVED BY THE BOARD OF DIRECTORS ON NOVEMBER 23, 2004)**

This Audit CommitteeCharter (“Charter”) has been adopted by the Board of Directors (the “Board”) ofMedicsight, Inc (the “Company”). The Audit Committee of the Board (the “Committee”)shall review and reassess the adequacy of this Charter annually and recommendany proposed changes to the Board for approval.

***Membership; Organization***

The membership of the Committee shall consist of threeor more directors as determined by the Board, each of whom shall be free of anyrelationship that, in the opinion of the Board, may interfere with such member’sindividual exercise of independent judgment. Each Committee member shall alsomeet the independence requirements for serving on audit committees as set forthin the listing standards of the American Exchange (“AmEx”). In addition, eachCommittee member shall meet the requirements for “financial literacy” and atleast one member shall have “accounting or related financial managementexpertise”, as such terms are defined in the applicable listing standards ofthe AmEx.

Members of the Committee shall be appointed by theBoard. The Board may remove members of the Committee with or without cause atany time. Unless a chairman of the Committee is appointed by the Board, themembers of the Committee shall elect a chairman of the Committee by majorityvote of the full Committee membership. The chairman shall be responsible forleadership of the Committee, including scheduling and presiding over meetings,preparing agendas, making regular reports to the Board, and maintaining regularliaison with the Chief Executive Officer, Chief Financial Officer, the leadindependent audit partner, and the director of internal audit.

The Committee shall meet at least four times annuallyor more frequently as circumstances dictate. A majority of the members shallconstitute a quorum. If a quorum is present, a majority of the members presentshall decide any question brought before the Committee. The chairman of theCommittee may call a meeting of the Committee upon due notice to each othermember at least twenty-four hours prior to the meeting and any member of theCommittee may do so upon due notice at least forty-eight hours prior to themeeting.

The Committee shallmaintain free and open communication (including private executive sessions atleast annually) with the independent auditors, the internal auditors, andCompany management. In discharging its oversight role, the Committee shall havefull access to all Company books, records, facilities, personnel, and outsideprofessionals. The Committee may retain such independent counsel and otheradvisors as it determines are necessary to carry out its duties. The Companyshall provide such funding as the Committee determines is appropriate inconnection with the retention of such advisors and the compensation of anyindependent auditor for audit, review or attest services, as well as for theordinary administrative expenses of the Committee in carrying out its duties. Eachmember of the Committee shall be entitled to rely on (i) the integrity ofthose persons and organizations within and outside the Company from which itreceives information, (ii) the accuracy of the financial and other informationprovided by such persons or organizations absent actual knowledge to thecontrary (which shall be promptly reported to the Board), and (iii) representationsmade by management as to all audit and non-audit services provided by theauditors to the Company.

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***Responsibilities***

The Committee is directly responsible for theappointment, compensation, retention and oversight of the work of anyindependent auditor engaged (including resolution of disagreements betweenmanagement and the auditor regarding financial reporting) for the purpose ofpreparing or issuing an audit report or performing other audit, review orattest services for the Company. Each such firm shall report directly to theCommittee. The Committee shall also be responsible for overseeing theaccounting and financial reporting processes of the Company and the audits ofthe financial statements of the Company.

The Committee and the Board recognize that management(including the internal audit staff) and the independent auditors have more resourcesand time and more detailed knowledge and information regarding the Company’saccounting, financial and auditing practices than do Committee members. TheCommittee’s job is one of oversight. Management is responsible for thepreparation, presentation, and integrity of the Company’s financial statements.Management and the internal auditing department are responsible for maintainingappropriate accounting and financial reporting principles and practices andinternal controls and procedures designed to assure compliance with accountingstandards and applicable laws and regulations. The independent auditors areresponsible for auditing the annual financial statements, reviewing the Company’squarterly financial statements prior to the filing of each quarterly report on Form 10-Q,and other procedures.

Although the Board and the Committee may wish toconsider other duties from time to time, the general recurring activities ofthe Committee in carrying out its oversight role are described below. TheCommittee shall be responsible for:

Retaining the independent auditors to audit the annualfinancial statements of the Company (subject to shareholder ratification, ifapplicable) and review the quarterly financial statements of the Company. Althoughthe Committee has the sole authority to appoint the independent auditor, theCommittee will continue the longstanding practice of recommending that theBoard ask the Company’s stockholders at their annual meeting to approve theCommittee’s selection of independent auditor.

Evaluating the performance of the independentauditors, determining the compensation of the independent auditors and, whereappropriate, recommending the replacement of such auditors.

Either (i) approving, in advance, the engagementof the independent auditors to perform any audit or permissible non-auditservice or (ii) establishing pre-approval policies and procedures for suchservices in accordance with Rule 2-01(c)(7) of Regulation S-X. TheCommittee shall not approve the engagement of the independent auditors torender any of the non-audit services which are prohibited by Rule 2-01(c)(4) ofRegulation S-X.

Annually obtaining from the independent auditors aformal written statement describing all relationships between the auditors andthe Company, addressing the matters set forth in Independence Standards BoardStandard No. 1. The Committee shall actively engage in a dialogue with theindependent auditors with respect to any disclosed relationships that mayimpact the objectivity and independence of the auditors and shall considerwhether the independent auditors’ provision of permissible non-audit servicesto the Company, if any, is compatible with the auditors’ independence. TheCommittee shall take appropriate actions to satisfy itself as to the auditors’independence.

Reviewing the audited financial statements anddiscussing them with management and the independent auditors. These discussionsshall include the matters required to be discussed under Statement of AuditingStandards No. 61, as modified or supplemented, and consideration of thequality of the Company’s accounting principles as applied in its financialreporting. Such discussions may include a review of particularly sensitiveaccounting estimates, reserves and accruals, review of judgmental areas, reviewof audit adjustments, review of risk exposures that may have a material impacton the Company’s 

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financial statements andthe steps management has taken to monitor and control such exposures, and othersuch inquiries as the Committee or the independent auditors shall deemappropriate. Based on its review, the Committee shall make its recommendationto the Board as to the inclusion of the Company’s audited financial statementsin the Company’s Annual Report on Form 10-K (or the Annual Report toStockholders, if distributed prior to the filing of the Form 10-K).

Obtaining from the independent auditors timely (inaccordance with Rule 2-07 of Regulation S-X) reports regardingcritical accounting policies and procedures to be used in an audit, allalternative treatments within GAAP for policies and practices related tomaterial items that have been discussed with management (including theramifications of the use of the alternative disclosures and treatments and thetreatment preferred by the independent auditors), and other material writtencommunications between the independent auditors and management (such as anymanagement letters provided by the auditors and any Company response to suchletters and any schedules of unadjusted differences).

Preparing annually a report to be included in theCompany’s proxy statement as required by the rules of the Securities andExchange Commission, and submitting such report to the Board for approval.

Overseeing the relationship with the independentauditors, including discussing with the auditors the planning and staffing ofthe audit and the nature and rigor of the audit process, receiving andreviewing audit reports, reviewing with the auditors any problems ordifficulties the auditors may have encountered in carrying out theirresponsibilities, and providing the auditors full access to the Committee andthe Board to report on all appropriate matters.

Providing oversight of the Company’s auditing,accounting and financial reporting principles, policies, controls, proceduresand practices, and reviewing significant changes to the foregoing as suggestedby the independent auditors, internal auditors or management.

Reviewing with management and the independent auditorsthe interim financial information prior to the Company’s filing of each Form 10-Q;this review shall be done by the Committee as a whole or through the Committeechairman.

Annually obtaining from the independent auditors aformal written statement of the fees billed for audit services, audit-relatedservices, tax services and all other services rendered by the independentauditors for the most recent fiscal year, as well as the nature of the servicescomprising the fees disclosed under each category other than audit fees, thepercentage of hours expended on the audit engagement that were attributed topersons other than the auditors’ full-time, permanent employees (if greaterthan 50%) and the percentage of services under each category (other than auditfees) that were approved by the Committee after the provision of services underthe “de minimis” safe harbor of Rule 2-01(c)(7) of RegulationS-X.

Reviewing and approving all “related party”transactions which would be required to be disclosed under Item 404 ofRegulation S-K.

Discussing with management, the internal auditors andthe independent auditors the quality and adequacy of the Company’s internalaudit controls and procedures and the internal audit function’s organization,responsibilities, plans, results, budget and staffing, as well as providingoversight to internal audit activities, including review of significant reportsprepared by the internal auditors, and management’s response.

Reviewing any disagreements between management and theindependent auditor in connection with the preparation of the financialstatements. The Committee shall resolve any disagreements between managementand the independent auditor regarding financial reporting. The Committee shallreview any significant difficulties reported by the independent auditor inconducting the audit, including any restrictions on the scope of work or accessto required information.

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Discussing with management and/or the Company’sgeneral counsel any legal matters (including the status of pending litigation)that may have a material impact on the Company’s financial statements, and anymaterial reports or inquiries from regulatory or governmental agencies.

Evaluating the rotation of the independent auditor aswell as the rotation of the lead audit and reviewing partners at theindependent auditor. The Committee shall confirm, in consultation with the independentauditor, that the lead audit and reviewing partners assigned by the independentauditor have been rotated in compliance with Rule 2-01(c)(6) ofRegulation S-X.

Establishing and maintaining procedures for thereceipt, retention and treatment of complaints regarding accounting, internalaccounting or auditing matters.

Establishing and maintaining procedures for theconfidential, anonymous submission by Company employees regarding questionableaccounting or auditing matters.

Reviewing and investigating any matters pertaining tothe integrity of management, including conflicts of interests or adherence tostandards of business conduct as required in the Company’s policies, includingthe Company’s Code of Ethics for the Chief Executive Officer and seniorfinancial officers and any other code of business conduct that may be in effectfrom time to time the Company’s Code of Business Conduct and Ethics. TheCommittee shall review and assess the adequacy of all such codes from time totime.

Reviewing andrecommending appropriate insurance coverage for directors and officers.

·       Reportingits activities to the full Board and making such recommendations with respectto the above and any other matters as the Committee may deem necessary orappropriate.

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