New Audit Committee Charter

GameTech International, Inc. (the "Company") AUDIT COMMITTEE CHARTER Purpose The purpose of 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 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 NASDAQ Stock Market and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934 and each of whom must not have participated in the preparation of the financial statements of the Company or any current subsidiary of the Company during the previous three-year period. Under exceptional and limited circumstances, however, one director who is not independent as defined in the rules and regulations of the NASDAQ Stock Market may serve as a member of the Committee, subject to the following: the director, other than in his or her capacity as a member of ...