Exhibit 99.1

                  OMNICORDER TECHNOLOGIES, INC. (THE "COMPANY")

                          AMEX AUDIT COMMITTEE CHARTER

PURPOSE

         The purpose of the Audit Committee (the "Committee") shall be as
follows:

          1.   To oversee the accounting and financial reporting processes of
               the Company and audits of the financial statements of the
               Company.

          2.   To provide assistance to the Board of Directors with respect to
               its oversight of the following:

               (a)  The integrity of the Company's financial statements.

               (b)  The Company's compliance with legal and regulatory
                    requirements.

               (c)  The independent auditor's qualifications and independence.

               (d)  The performance of the Company's internal audit function, if
                    any, and independent auditor.

          3.   To prepare the report that SEC rules require be included in the
               Company's annual proxy statement.

COMPOSITION

         The Committee shall consist of three or more members of the Board of
Directors, each of whom is determined by the Board of Directors to be
"independent" under the rules of the American Stock Exchange and Rule
10A-3(b)(1) under the Securities Exchange Act of 1934 adopted pursuant to the
Sarbanes-Oxley Act.

         One director who is not independent as defined in the rules and
regulations of the American Stock Exchange and who satisfies the requirements of
Rule 10A-3(b)(1) under the Securities Exchange Act of 1934 may serve as a member
of the Committee, in the following circumstances:

          o    the director, other than in his or her capacity as a member of
               the Committee, the Board of Directors, or another Board
               committee, does not accept directly or indirectly any consulting,
               advisory, or other compensatory fee from the Company or any of
               its subsidiaries other than the receipt of fixed amounts of
               compensation under a retirement plan (including deferred
               compensation) for prior service with the Company so long as such
               compensation is not contingent in any way on continued service;

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          o    the director is not an affiliated person of the Company or any of
               its subsidiaries.

          o    the director is not a current officer or employee of the Company
               or an immediate family member of a current officer or employee;

          o    the Board determines, under exceptional and limited
               circumstances, that membership by the individual on the Committee
               is required by the best interests of the Company and its
               shareholders;

          o    the Board of Directors discloses, in the Company's next annual
               meeting proxy statement (or its next annual report on Form 10-K
               or its equivalent if the Company does not file an annual proxy
               statement) subsequent to such determination, the nature of the
               relationship and the reason for that determination;

          o    no such person may serve as the Chairman of the Committee; and

          o    no such person may serve on the Committee for more than two
               years.

         No member of the Committee shall receive directly or indirectly any
consulting, advisory, or other compensatory fees from the Company other than (1)
director's fees for service as a director of the Company, including reasonable
compensation for serving on Board committees and regular benefits that other
directors receive; and (2) a pension or similar compensation for past
performance, provided that such compensation is not conditioned on continued or
future service to the Company. In addition, no member of the Committee may be an
affiliate of the Company or any subsidiary of the Company whether by being an
officer or owning more than 10 percent of the Company's voting securities.

QUALIFICATIONS

         All members of the Committee shall be able to read and understand
fundamental financial statements (including a company's balance sheet, income
statement, and cash flow statement) and at least one member must either have
past employment experience in finance or accounting, requisite professional
certification in accounting, or any other comparable experience or background,
which results in the individual's financial sophistication, including being or
having been a chief executive officer, chief financial officer, or other senior
officer with financial oversight responsibilities or be an "audit committee
financial expert" as defined by the SEC. Committee members may enhance their
familiarity with finance and accounting by participating in educational programs
conducted by the Company or by an outside organization.

APPOINTMENT AND REMOVAL

         The members of the Committee shall be appointed by the Board of
Directors. A member shall serve until such member's successor is duly elected
and qualified or until

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such member's earlier resignation or removal. The members of the Committee may
be removed, with or without cause, by a majority vote of the Board of Directors.

CHAIRMAN

         Unless a Chairman is elected by the full Board of Directors, the
members of the Committee shall designate a Chairman by the majority vote of the
full Committee membership. The Chairman will chair all regular sessions of the
Committee and set the agendas for Committee meetings.

DELEGATION TO SUBCOMMITTEES

         In fulfilling its responsibilities, the Committee shall be entitled to
delegate any or all of its responsibilities to a subcommittee of the Committee.

MEETINGS

         The Committee shall meet as frequently as circumstances dictate, but at
least on a quarterly basis. The Chairman of the Committee or a majority of the
members of the Committee may call meetings of the Committee. Any one or more of
the members of the Committee may participate in a meeting of the Committee by
means of conference call or similar communication device by means of which all
persons participating in the meeting can hear each other.

         All non-management directors who are not members of the Committee may
attend meetings of the Committee, but may not vote. In addition, the Committee
may invite to its meetings any director, member of management of the Company,
and such other persons as it deems appropriate in order to carry out its
responsibilities. The Committee may also exclude from its meetings any persons
it deems appropriate.

         As part of its goal to foster open communication, the Committee shall
periodically meet separately with each of management, the director of the
internal auditing department, if any, and the independent auditor to discuss any
matters that the Committee or any of these groups believe would be appropriate
to discuss privately. In addition, the Committee should meet with the
independent auditor and management periodically to review the Company's
financial statements in a manner consistent with that outlined in this Charter.

DUTIES AND RESPONSIBILITIES

         The Committee shall carry out the duties and responsibilities set forth
below. These functions should serve as a guide with the understanding that the
Committee may determine to carry out additional functions and adopt additional
policies and procedures as may be appropriate in light of changing business,
legislative, regulatory, legal, or other conditions. The Committee shall also
carry out any other duties and responsibilities delegated to it by the Board of
Directors from time to time related to the purposes of the Committee outlined in
this Charter. The Committee may perform any functions it deems appropriate under
applicable law, rules, or regulations, the Company's by-laws, and the

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resolutions or other directives of the Board, including review of any
certification required to be reviewed in accordance with applicable law or
regulations of the SEC.

         In discharging its oversight role, the Committee is empowered to study
or investigate any matter of interest or concern that the Committee deems
appropriate. In this regard and as it otherwise deems appropriate, the Committee
shall have the authority, without seeking Board approval, to engage and obtain
advice and assistance from outside legal and other advisors as it deems
necessary to carry out its duties. The Committee also shall have the authority
to receive appropriate funding, as determined by the Committee, in its capacity
as a committee of the Board of Directors, from the Company for the payment of
compensation to any accounting firm engaged for the purpose of preparing or
issuing an audit report or performing other audit, review, or attest services
for the Company; to compensate any outside legal or other advisors engaged by
the Committee; and to pay the ordinary administrative expenses of the Committee
that are necessary or appropriate in carrying out its duties.

         The Committee shall be given full access to the Company's internal
audit group, if any, Board of Directors, corporate executives, and independent
auditor as necessary to carry out these responsibilities. While acting within
the scope of its stated purpose, the Committee shall have all the authority of
the Board of Directors, except as otherwise limited by applicable law.

         Notwithstanding the foregoing, the Committee is not responsible for
certifying the Company's financial statements or guaranteeing the independent
auditor's report. The fundamental responsibility for the Company's financial
statements and disclosures rests with management and the independent auditor. It
also is the job of the Chief Executive Officer and senior management, rather
than that of the Committee, to assess and manage the Company's exposure to risk.

Documents/Reports Review

          1.   Discuss with management and the independent auditor, prior to
               public dissemination, 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 discuss
               with the independent auditors the matters required to be
               discussed by Statement of Auditing Standards No. 61.

          2.   Discuss with management and the independent auditor, prior to the
               Company's filing of any quarterly or annual report, (a) whether
               any significant deficiencies in the design or operation of
               internal control over financial reporting exist that could
               adversely affect the Company's ability to record, process,
               summarize, and report financial data; (b) the existence of any
               material weaknesses in the Company's internal control over
               financial reporting; and (c) the existence of any fraud, whether
               or not material, that involves management or other employees who
               have a significant role in the Company's internal control over
               financial reporting.

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          3.   Discuss with management and the independent auditor the Company's
               earnings press releases (paying particular attention to the use
               of any "pro forma" or "adjusted" non-GAAP information), as well
               as financial information and earnings guidance provided to
               analysts and rating agencies.

          4.   Discuss with management and the independent auditor the Company's
               major financial risk exposures, the guidelines and policies by
               which risk assessment and management is undertaken, and the steps
               management has taken to monitor and control risk exposure.

Independent Auditors

          5.   Appoint, retain, compensate, evaluate, and terminate any
               accounting firm engaged by the Company for the purpose of
               preparing or issuing an audit report or performing other audit,
               review, or attest services for the Company and, in its sole
               authority, approve all audit engagement fees and terms as well as
               all non-audit engagements with the accounting firm.

          6.   Oversee the work of any accounting firm engaged by the Company
               for the purpose of preparing or issuing an audit report or
               performing other audit, review, or attest services for the
               Company, including the resolution of any disagreements between
               management and the independent auditor regarding financial
               reporting.

          7.   Pre-approve, or adopt procedures to pre-approve, all audit, audit
               related, tax, and other services permitted by law or applicable
               SEC regulations (including fee and cost ranges) to be performed
               by the independent auditor. Any pre-approved services that will
               involve fees or costs exceeding pre-approved levels will also
               require specific pre-approval by the Committee. Unless otherwise
               specified by the Committee in pre-approving a service, the
               pre-approval will be effective for the 12-month period following
               pre-approval. The Committee will not approve any non-audit
               services prohibited by applicable SEC regulations or any services
               in connection with a transaction initially recommended by the
               independent auditor, the purpose of which may be tax avoidance
               and the tax treatment of which may not be supported by the
               Internal Revenue Code and related regulations.

          8.   To the extent it deems it appropriate, delegate pre-approval
               authority to the Chairman of the Committee or any one or more
               other members of the Committee provided that any member of the
               Committee who has exercised such delegation must report any such
               pre-approval decisions to the Committee at its next scheduled
               meeting. The Committee will not delegate the pre-approval of
               services to be performed by the independent auditor to
               management.

          9.   Require that the independent auditor, in conjunction with the
               Chief Financial Officer, be responsible for seeking pre-approval
               for providing services to the Company and that any request for
               pre-approval must inform the Committee about

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               each service to be provided and must provide detail as to the
               particular service to be provided.

          10.  Inform each accounting firm engaged for the purpose of preparing
               or issuing an audit report or to perform audit, review, or attest
               services for the Company that such firm shall report directly to
               the Committee.

          11.  Review, at least annually, the qualifications, performance, and
               independence of the independent auditor. In conducting its review
               and evaluation, the Committee should do the following:

               (a)  At least annually obtain and review a report by the
                    Company's independent auditor describing (i) the auditing
                    firm's internal quality-control procedures; (ii) any
                    material issues raised by the most recent internal
                    quality-control review, or peer review, of the auditing
                    firm, or by any inquiry or investigation by governmental or
                    professional authorities, within the preceding five years,
                    respecting one or more independent audits carried out by the
                    auditing firm, and any steps taken to deal with any such
                    issues; and (iii) all relationships between the independent
                    auditor and the Company.

               (b)  Ensure the receipt from the independent auditor of a formal
                    written statement delineating all relationships between the
                    auditor and the Company, consistent with Independence
                    Standards Board Standard No. 1.

               (c)  Actively engage in a dialogue with the independent auditor
                    with respect to any disclosed relationships or services that
                    may impact the objectivity and independence of the auditor.

               (d)  Take, or recommend that the full Board of Directors take,
                    appropriate action to oversee the independence of the
                    independent auditor.

               (e)  Ensure the rotation of the lead audit (or coordinating)
                    partner at least every five years, and consider whether
                    there should be regular rotation of the audit firm itself.

               (f)  Confirm with the independent auditor that the lead (or
                    coordinating) audit partner, the concurring (or reviewing)
                    partner, and each other active audit engagement team partner
                    satisfies the rotation requirements of Rule 2-01(c)(6) of
                    Regulation S-X.

               (g)  Take into account the opinions of management and the
                    Company's internal auditor (or other personnel responsible
                    for the internal audit function), if any.

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Financial Reporting Process

          12.  In consultation with the independent auditor, management, and the
               internal auditor, if any, review the integrity of the Company's
               financial reporting processes, both internal and external. In
               that connection, the Committee should obtain and discuss with
               management and the independent auditor reports from management
               and the independent auditor regarding (a) all critical accounting
               policies and practices to be used by the Company and the related
               disclosure of those critical accounting policies under
               "Management's Discussion and Analysis of Financial Condition and
               Results of Operations"; (b) analyses prepared by management
               and/or the independent auditor setting forth significant
               financial reporting issues and judgments made in connection with
               the preparation of the financial statements, including all
               alternative treatments of financial information within generally
               accepted accounting principles that have been discussed with the
               Company's management, the ramifications of the use of the
               alternative disclosures and treatments, and the treatment
               preferred by the independent auditor; (c) all alternative
               treatments of financial statements within generally accepted
               accounting principals that have been discussed with the Company's
               management, the ramifications of the use of alternative
               disclosures and treatments, and the treatment preferred by the
               independent auditor; (d) major issues regarding accounting
               principles and financial statement presentations, including any
               significant changes in the Company's selection or application of
               accounting principles; (e) major issues as to the adequacy of the
               Company's internal controls and any specific audit steps adopted
               in light of material control deficiencies; (f) issues with
               respect to the design and effectiveness of the Company's
               disclosure controls and procedures, management's evaluation of
               those controls and procedures, and any issues relating to such
               controls and procedures during the most recent reporting period;
               (g) the effect of regulatory and accounting initiatives, as well
               as off-balance sheet structures on the financial statements of
               the Company; (h) any significant matters arising from any audit,
               including audit problems and difficulties, whether raised by
               management, the internal auditor, if any, and the independent
               auditor, relating to the Company's financial statements; and (i)
               any other material written communications between the independent
               auditor and the Company's management.

          13.  Review periodically the effect of regulatory and accounting
               initiatives, as well as off-balance sheet structures, on the
               financial statements of the Company.

          14.  Review with the independent auditor any audit problems or
               difficulties encountered and management's response thereto. In
               this regard, the Committee will regularly review with the
               independent auditor (a) any audit problems or other difficulties
               encountered by the auditor in the course of the audit work,
               including any restrictions on the scope of the independent
               auditor's activities or on access to requested information, and
               any significant disagreements with management and (b)
               management's responses to such matters. Without excluding other
               possibilities, the Committee may review with the independent
               auditor (i) any accounting adjustments that were noted or
               proposed by the auditor but were

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               "passed" (as immaterial or otherwise), (ii) any communications
               between the audit team and the audit firm's national office
               respecting auditing or accounting issues presented by the
               engagement, and (iii) any "management" or "internal control"
               letter issued, or proposed to be issued, by the independent
               auditor to the Company.

          15.  Obtain from the independent auditor assurance that the audit of
               the Company's financial statements was conducted in a manner
               consistent with Section 10A of the Securities Exchange Act of
               1934, which sets forth procedures to be followed in any audit of
               financial statements required under the Securities Exchange Act
               of 1934.

          16.  Discuss the scope of the annual audit and review the form of the
               opinion the independent auditor proposes to issue.

          17.  Review and discuss with management and the independent auditor
               the responsibilities, budget, and staffing of the Company's
               internal audit function, if any.

Legal Compliance/General

          18.  Review periodically, with the Company's counsel, any legal matter
               that could have a significant impact on the Company's financial
               statements.

          19.  Discuss with management and the independent auditor the Company's
               guidelines and policies with respect to risk assessment and risk
               management. The Committee will discuss the Company's major
               financial risk exposures and the steps management has taken to
               monitor and control such exposures.

          20.  Set clear hiring policies for employees or former employees of
               the independent auditor. At a minimum, these policies should
               provide that any accounting firm may not provide audit services
               to the Company if the Chief Executive Officer, Chief Financial
               Officer, Chief Accounting Officer, Controller, or any person
               serving in an equivalent position for the Company was employed by
               the accounting firm and participated in any capacity in the audit
               of the Company within one year of the initiation of the current
               audit.

          21.  Establish procedures for (i) the receipt, retention, and
               treatment of complaints received by the Company regarding
               accounting, internal accounting controls, or auditing matters;
               and (ii) the confidential, anonymous submission by employees of
               the Company of concerns regarding questionable accounting or
               auditing matters.

          22.  Unless assigned to a comparable committee or group of independent
               directors, review and approve all related party transactions as
               specified in Item 404 of Regulation S-K.

          23.  Review and reassess the adequacy of this Charter on an annual
               basis.

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Reports

          24.  Prepare all reports required to be included in the Company's
               proxy statement pursuant to and in accordance with applicable
               rules and regulations of the SEC.

          25.  Report regularly to the full Board of Directors. In this regard,
               the Committee should review with the full Board any issues that
               arise with respect to the quality or integrity of the Company's
               financial statements, the Company's compliance with legal or
               regulatory requirements, the performance and independence of the
               Company's independent auditor, and the performance of the
               internal audit function, if any.

          26.  The Committee shall provide such recommendations as the Committee
               may deem appropriate. The report to the Board of Directors may
               take the form of an oral report by the Chairman or any other
               member of the Committee designated by the Committee to make such
               report.

          27.  Maintain minutes or other records of meetings and activities of
               the Committee.

LIMITATION OF AUDIT COMMITTEE'S ROLE

         With respect to the foregoing responsibilities and processes, the
Committee recognizes that the Company's financial management, including the
internal audit staff, if any, as well as the independent auditor have more time,
knowledge, and detailed information regarding the Company than do Committee
members. Consequently, in discharging its oversight responsibilities, the
Committee will not provide or be deemed to provide any expertise or special
assurance as to the Company's financial statements or any professional
certification as to the independent auditors' work.

         While the Committee has the responsibilities and powers set forth in
this Charter, it is not the duty of the Committee to plan or conduct audits or
to determine that the Company's financial statements and disclosures are
complete and accurate and are in accordance with generally accepted accounting
principles and applicable rules and regulations. These are the responsibilities
of management and the independent auditor. It also is not the duty of the
Committee to conduct investigations or to assure compliance with laws and
regulations and the Company's internal policies and procedures.