AuditCharter

Audit Committee Charter

This Charter governs the operations of the Audit Committee (the "Committee") of the Board of Directors of FortuNet, Inc., a Nevada corporation (the "Company'*). The Committee will review and reassess the adequacy of this Charter at least annually and recommend any proposed changes to the Board of Directors for approval. This Charter may be amended only by the affirmative vote of the Board of Directors.

Organization

The Committee will be appointed annually by the Board of Directors upon the recommendation of the Nominating and Corporate Governance Committee and will at all times be comprised of at least three directors, each of whom has been affirmatively determined by the Board to be independent of the Company. A director will not be considered independent if he or she: (i) accepts, directly or indirectly, any consulting, advisory or other compensatory fee from the Company or any of its subsidiaries other than in his or her capacity as a member of the Committee, the Board of Directors or any other committee of the Board; (ii) has participated in the preparation of the financial statements of the Company or any of its subsidiaries at any time during the three years preceding his or her appointment to the Committee; (iii) is an affiliate of the Company or any of its subsidiaries; (iv) has a material relationship with the Company or any of its subsidiaries (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company or a subsidiary and determined not merely from the standpoint of the director but also from that of any person or organization with which the director is affiliated) that may interfere with the exercise of his or her independence from management and the Company; or (v) does not meet any other independence requirement under applicable laws, rules promulgated by the Securities and Exchange Commission ("SEC') or the Nasdaq National Market listing standards, each as in effect from time to time. Members of the Committee may be removed by the Board of Directors in its discretion.

All Committee members must be able to read and understand fundamental financial statements, including the Company's balance sheet, income statement and cash flow statement, hi addition, at least one member of the Committee must have past employment experience in finance or accounting, requisite professional certification in accounting or other comparable experience or background that results in the member's financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities. The Board of Directors will determine, in its business judgment, which member satisfies the foregoing criteria and will designate such member as an "audit committee financial expert" as defined in rules promulgated by the Securities and Exchange Commission ("SEC').

The Board of Directors must determine, when applicable, that simultaneous service by a Board member on more than three public company audit committees does not impair the ability of such person to serve on the Committee. Such determination will be disclosed in the Company's annual proxy statement.

Meetings

The Committee will meet as often as it deems necessary to fulfill its responsibilities, but not less frequently than quarterly. Periodically during the year, the Committee will meet separately with management, the internal auditors and the independent auditors to discuss issues and concerns warranting Committee attention. The Committee will report regularly to the Board of Directors.

Statement of Policy

The Committee will provide assistance to the Board of Directors in fulfilling its oversight responsibility to the shareholders, potential shareholders, the investment community and others relating to the integrity of the Company's financial statements and its financial reporting process, the Company's compliance with legal and regulatory requirements, the independent auditors' qualifications, independence and performance and the performance of the Company's internal audit function. In so doing, it is the responsibility of the Committee to maintain free and open communication among the Committee, the Board of Directors, the independent auditors, the Company's internal auditors and management of the Company.

In discharging its oversight role, the Committee is empowered to investigate any matter brought to its attention, with full access to all books, records, facilities and personnel of the Company and the independent auditor and the power to retain, at the Company's expense, independent legal, accounting and other advisers to provide advice and assistance as the Committee deems necessary or appropriate to carry out its duties.

Responsibilities and Processes

The primary responsibility of the Committee is to oversee the accounting and financial reporting processes of the Company and the audits and reviews of the financial statements of the Company and to report to the Board with respect thereto. 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 are complete and accurate and are in accordance with generally accepted accounting principles ("GAAP"). Management is responsible for preparing the Company's financial statements and the independent auditors are responsible for auditing the Company's annual financial statements and for reviewing the Company's interim unaudited financial statements. The Committee will take appropriate action to set the overall corporate "tone" for quality financial reporting, sound business risk practices and ethical behavior.

The Committee in carrying out its responsibilities believes its policies and procedures should remain flexible, in order to best react to changing conditions and circumstances. The following will be the principal duties and responsibilities of the Committee and are set forth as a guide, with the understanding that the Committee may supplement them as appropriate.

The Committee will be directly responsible for (a) the appointment, retention and oversight of the work of the registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services, which firm or firms will report directly to the Committee and (b) the determination of the compensation to be paid by the Company for such services.

The Committee will evaluate the qualifications, performance and independence of the independent auditors.

The Committee will pre-approve all audit and non-audit services to be provided by the independent auditors (other than non-audit services that satisfy an exception provided by applicable law) and, in the case of non-audit services, provide for the disclosure of such approval as required by SEC regulations. The independent auditors will not be engaged to perform any non-audit service prohibited by law or regulation. The independent auditors will not be engaged to provide any permitted non-audit service unless it is affirmatively determined that performing such service is compatible with maintaining the independent auditors' independence. The Committee may delegate pre-approval authority to a member of the Committee. The decisions of any Committee member to whom pre-approval authority is delegated must be presented to the full Committee at its next scheduled meeting.

At least annually, the Committee will obtain and review a report by the independent auditors that describes:

(a) The independent auditors' internal quality control procedures;

(b) Any material issues raised by the most recent internal quality control review, or peer review, of the independent auditor or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, with respect to one or more audits carried out by the independent auditor and the steps taken to deal with any such issues; and

The Committee will evaluate the partner of the independent auditors who has primary responsibility for the audit, taking into account the opinions of the Company's management and its internal auditors, and will ensure that such lead partner and the reviewing partner are rotated periodically in accordance with applicable laws and regulations.

The Committee will set clear hiring policies for employees or former employees of the independent auditors consistent with applicable laws and regulations.

The Committee will discuss with the independent auditors the overall scope and plans for the audit, including the adequacy of staffing and the estimated fees.

The Committee will discuss with management of the Company the responsibilities, budget and staffing of the internal audit function and the planned scope of internal audits and any significant changes therein and review summaries of the reports issued by the internal audit function, together with management's responses and follow-up to such reports.

The Committee will discuss with management and the independent auditors the adequacy and effectiveness of the accounting and financial controls and special audit steps adopted in light of any material control deficiencies that could significantly affect the Company's financial statements.

The Committee will review with the independent auditors any audit problem or difficulty encountered in the course of the audit work, including any restriction on the scope of activities or access to required information, and any significant disagreement with management.

The Committee will resolve disagreements between management and the independent auditor regarding financial reporting.

The Committee will receive regular reports from the independent auditors regarding the critical accounting policies and practices used by the Company and the alternative treatments of financial information within GAAP that have been discussed with management, the ramifications of the use of such alternative treatments and the treatment preferred by the independent auditors.

The Committee will review any management or internal control letter or schedule of unadjusted differences and other material written communications between the independent auditors and management.

The Committee will review and discuss with management the Company's policies and practices with respect to risk assessment and risk management, including the guidelines and policies that govern the assessment and management of the Company's exposure to risk, including with regard to foreign exchange, interest rates, investments and derivatives and discuss with management the Company's major risk exposures and the steps management has taken to assess, monitor and control such exposures.

The Committee will review matters that have come to the attention of the Committee, through reports of management, legal counsel and others, that relate to the status of compliance and anticipated future compliance with laws and regulations, internal policies and controls and that could be material to the Company's financial statements.

The Committee will review with management and the independent auditors the potential effect of regulatory and accounting initiatives on the Company's financial statements.

The Committee will review management's certifications of disclosure controls and procedures and internal control over financial reporting as of the end of each fiscal quarter and at year end and, in the case of the report of management as of year end, the required report of management and attestation of the independent auditors regarding management's evaluation of the internal control over financial reporting.

The Committee will review analyses prepared by management and the independent auditors of significant accounting and financial reporting issues and judgments made in connection with the preparation of the Company's financial statements and its financial reporting generally, including an analysis of any significant changes in the Company's selection or application of accounting principles, the critical accounting policies and practices used, off-balance sheet financial structures and the use of non-GAAP financial measures.

The Committee will review and discuss with management the policies with respect to earnings press releases, as well as the financial information and earnings guidance to be provided to analysts and rating agencies. Such review may be done generally (consisting of reviewing the types of information to be disclosed and the types of presentations to be made) and need not be in connection with each earnings release or each instance in which the Company provides earnings guidance.

The Committee will discuss the results of the annual audit and any other matters required to be communicated to the Committee by the independent auditors under the standards of the Public Company Accounting Oversight Board (the "PCAOB Standards") relating to the conduct of the audit.

The Committee will review and discuss with management and the independent auditors the audited financial statements and the disclosures under Management's Discussion and Analysis of Financial Condition and Results of Operations, and recommend to the Board of Directors that such financial statements and disclosures be included in the Company's Annual Report on Form 10-K. (or the annual report to shareholders if distributed prior to the filing of Form 10-K).

The Committee will prepare its report to be included in the Company's annual proxy statement, as required by SEC regulations.

The Committee will discuss the results of the quarterly review and any other matters required to be communicated to the Committee by the independent auditors under the PCAOB Standards.

The Committee will review and discuss the interim financial statements and the disclosures under Management's Discussion and Analysis of Financial Condition and Results of Operations with management and the independent auditors prior to the filing of the Company's Quarterly Report on Form 10-Q.

The Committee will review reports from management regarding compliance with the Company's policies and procedures to assess and monitor its legal and ethical compliance programs. The Committee will advise the Board with respect to the Company's policies and procedures regarding compliance with applicable laws and regulations and with the Company's Code of Ethics.

The Committee will establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters that provide protection to an employee who reports such information.

Unless the Board has designated a separate committee to so act, the Committee will also constitute the Qualified Legal Compliance Committee within the meaning of 17 CFR Part 205.

The Committee will perform an evaluation of its performance at least annually to determine whether it is functioning effectively.

This Charter was approved by the Board of Directors on _,2005.