SUN INTERNATIONAL HOTELS LIMITED
                       AUDIT COMMITTEE CHARTER

I.   PURPOSE

The Audit  Committee  is a  committee  of the Board of  Directors.  The  primary
function  of the  Audit  Committee  is to  assist  the  Board  of  Directors  in
fulfilling its oversight responsibilities by reviewing the financial information
which will be provided to the stockholders  and others,  the systems of internal
controls which management and the Board of Directors have  established,  and the
audit process.  The independent  auditor is ultimately  accountable to the Audit
Committee  and the  Board of  Directors.  The Audit  Committee  and the Board of
Directors have the ultimate  authority and  responsibility  to select,  evaluate
and,  where  appropriate,  replace the  independent  auditor (or to nominate the
independent  auditor  to be  proposed  for  stockholder  approval  in any  proxy
statement.)

The Audit  Committee  will fulfill  these  responsibilities  by carrying out the
activities enumerated in Sections III-VI of this Charter.

II.   COMPOSITION OF THE AUDIT COMMITTEE

The Audit Committee consists of at least two directors with an increase to three
by June  2001,  all of whom have no  relationship  to the  Corporation  that may
interfere  with the  exercise  of their  independence  from  management  and the
Corporation.  Each  member of the Audit  Committee  shall meet the  independence
requirements  set forth in Rule 303.01 (B)(3) (or qualify for an exemption under
Rule 302(D)) of the New York Stock Exchange  Listing  Standards,  as applicable,
and as may be modified or supplemented. Each member of the Audit Committee shall
be financially  literate,  as determined by the Corporation's Board of Directors
in  its  business  judgment,  or  must  become  financially  literate  within  a
reasonable  period of time after his or her appointment to the Audit  Committee.
At least one  member of the Audit  Committee  shall have  accounting  or related
financial management  expertise,  as determined by the Board of Directors in its
business judgment.

The members of the Audit  Committee  shall be elected by the Board of Directors.
Unless a Chair is  elected by the full Board of  Directors,  the  members of the
Audit  Committee  may  designate  a Chair by  majority  vote of the  full  Audit
Committee  membership.  The duties and responsibilities of a member of the Audit
Committee  are in  addition  to those  duties of such  member as a member of the
Board of Directors.

III.   CONTINUOUS ACTIVITIES

 The Audit Committee shall:

1.   Provide an open avenue of communication between the independent auditor and
     the Board of Directors.

2.   Meet four times per year or more frequently as circumstances  require.  The
     Audit  Committee may ask members of management or others to attend meetings
     and provide pertinent information as necessary.

3.   Confirm  and assure  the  independence  of the  independent  auditor.  With
     respect to the independence of the independent auditor, the Audit Committee
     must:

(a)  Ensure  that the  independent  auditor  submits on a periodic  basis to the
     Audit Committee a formal written  statement  delineating all  relationships
     between the independent  auditor and the  Corporation.  This statement must
     comply with Independence Standards Board Standard No. 1, as may be modified
     or supplemented;

(b)  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 independent auditor; and

(c)  Recommend that the Board of Directors take  appropriate  action in response
     to the  independent  auditor's  report to satisfy itself of the independent
     auditor's independence.

4.   Instruct the independent  auditor that the Board of Directors and the Audit
     Committee are the independent auditor's clients.

5.   Inquire of management and the independent  auditor about  significant risks
     or exposures  and assess the steps  management  has taken to minimize  such
     risk to the Company.

6.   Consider and review with the independent auditor:

(a)  The adequacy of the  Company's  internal  controls  including  computerized
     information system controls and security; and

(b)  Related findings and  recommendations  of the independent  auditor together
     with management's responses.

7.   Consider and review with management and the independent auditor:

(a)  Significant  findings  during the year,  including  the status of  previous
     audit recommendations;

(b)  Any  difficulties  encountered  in the course of audit work  including  any
     restrictions on the scope of activities or access to required information;

8.   Periodically  assess the  performance of the Audit  Committee by consulting
     with  independent  auditors,  internal  auditors and Company counsel on how
     Audit Committee best practices relate to current Audit Committee practices,
     and institute appropriate change;

9.   Set  guidelines  for Audit  Committee  education and  orientation to assure
     understanding  of the  business  and the  environment  in which the Company
     operates and to report  periodically  to the Board of Directors as a result
     of the foregoing.


III. CONTINUOUS ACTIVITIES -SPECIFIC POLICIES

1.   Advise  financial  management  and the  independent  auditor  that they are
     expected to provide a timely  analysis  of  significant  current  financial
     reporting issues and practices including the following:

(a)  Selection of new or changes to accounting policies;

(b)  Estimates, judgments, and uncertainties;

(c)  Unusual transactions;

(d)  Accounting  policies  relating to significant  financial  statement  items,
     including  the  timing of  transactions  and the  period in which they were
     recorded.

2.   Ensure that financial  management and the independent  auditor discuss with
     the Audit Committee their qualitative  judgments about the  appropriateness
     of  accounting  principles  and  financial  disclosure  practices  used  or
     proposed to be adopted by management,  including compliance with applicable
     SEC staff accounting bulletins.

3.   Inquire as to the independent auditor's  independent  qualitative judgments
     about the appropriateness of the accounting principles,  the consistency of
     the Company's accounting policies,  and the clarity and completeness of the
     Company's  financial  statements and related  disclosure  practices used or
     proposed to be adopted by  management in  connection  with the  independent
     auditor's review of interim and audit of annual financial  statements prior
     to filing its appropriate SEC Forms.  Involve,  as appropriate,  members of
     management including the President,  CFO and legal counsel in the quarterly
     discussions.

4.   Determine,  with  regard to new  transactions  or events,  the  independent
     auditor's  reasoning for the  appropriateness of the accounting  principles
     and disclosure practices adopted by management.


V.   SCHEDULED ACTIVITIES

1.   Recommend  the  selection  of the  independent  auditor for approval by the
     Board of Directors, approve the compensation of the independent auditor and
     review and approve any discharge of the independent auditor.

2.   Consider, in consultation with the independent auditor, the audit scope and
     plan of the independent auditor.

3.   Review with  management and the  independent  auditor the results of annual
     audits and related comments in consultation with other committees as deemed
     appropriate including:

(a)  The Company's audited annual financial statements and related footnotes;

(b)  The independent auditor's audit of, and report on the financial statements;

(c)  Any significant changes required in the independent auditor's audit plans;

(d)  Any difficulties or disputes with management  encountered during the course
     of the audit; and

(e)  Other  matters  related  to  the  conduct  of  the  audit  which  are to be
     communicated  to the Audit  Committee  under  Generally  Accepted  Auditing
     Standards.

4.   Review annual filings with the SEC and other published documents containing
     the Company's financial statements and consider whether to recommend to the
     Board of Directors that the audited financial statements be included in the
     Company's Annual Report on Form 20-F filing with the SEC.

5.   Review the interim  financial  reports with  management and the independent
     auditor  before those  interim  reports are released to the public or filed
     with the SEC or other regulators.

6.   Arrange for the  independent  auditor to be  available to the full Board of
     Directors  at least  annually  to help  provide  a basis  for the  Board of
     Directors to recommend the appointment of the independent auditor.
7.   Set  guidelines  for  review  of  stock  exchange  certifications  and  SEC
     disclosure requirements related to the Audit Committee.

8.   Review and update the Audit Committee Charter annually.

IX.  "WHEN NECESSARY" ACTIVITIES

1.   Review periodically with general counsel, legal and regulatory matters that
     may  have  a  material  impact  on  the  Company's  financial   statements,
     compliance policies and programs.

2.   Conduct  or  authorize  investigations  into any  matters  within the Audit
     Committee's  scope  of  responsibilities.  The  Audit  Committee  shall  be
     empowered to retain independent  counsel and other  professionals to assist
     in the conduct of any investigation or in discharging its responsibilities.

3.   Perform any other  activities  consistent with this Charter,  the Company's
     Certificate  of  Incorporation  or Bylaws,  and governing law, as the Audit
     Committee or the Board of Directors deems necessary or appropriate.