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                                                                   EXHIBIT 10.27

                     KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
                            AUDIT COMMITTEE CHARTER


Organization

The Audit Committee of the Board of Directors shall be comprised of at least
three directors who are independent of management and the Company as defined in
the NASD rules.

Statement of Policy

The Audit Committee shall provide assistance to the directors in fulfilling
their responsibility to the shareholders, potential shareholders and the
investment community relating to corporate accounting, the reporting practices
of the Company and the quality and integrity of financial reports of the
Company.

Responsibilities

In carrying out its responsibilities, the Audit Committee believes its policies
and procedures should remain flexible, in order to best react to changing
conditions and to ensure to the directors and shareholders that the corporate
accounting and reporting practices of the Company are in accordance with all
requirements and are of the highest quality.

In carrying out these responsibilities, the Audit Committee will:

 .    Obtain the full Board of Directors' approval of this Charter and review and
     reassess this Charter annually.

 .    Recommend to the Board of Directors the independent auditors to be selected
     to audit the financial statements of the Company and its divisions and
     subsidiaries.

 .    Have a clear understanding with the independent auditors that they are
     ultimately accountable to the Board of Directors and the Audit Committee,
     as the shareholders' representatives, who have the ultimate authority in
     deciding to engage, evaluate and if appropriate, terminate their services.

 .    Review and concur with management's appointment, termination or replacement
     of the director of internal audit.

 .    Meet with the independent auditors and financial management of the Company
     to review the scope of the proposed audit and quarterly reviews for the
     current year and the procedures to be utilized, the adequacy of the
     independent auditor's compensation and at the conclusion thereof review
     such audit or quarterly reviews, including any comments or recommendations
     of the independent auditors.
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 .    Review with the independent auditors, the Company's internal auditor and
     financial and accounting personnel, the adequacy and effectiveness of the
     accounting and financial controls of the Company and elicit any
     recommendations for the improvement of such internal controls or particular
     areas where new or more detailed controls or procedures are desirable.
     Particular emphasis should be given to the adequacy of internal controls to
     expose any payments, transactions or procedures that might be deemed
     illegal or otherwise improper.

 .    Review reports received from regulators and review other legal and
     regulatory matters that may have a material effect on the financial
     statements or related Company compliance policies.

 .    Review the internal audit function of the Company including the
     independence and authority of its reporting obligations, the proposed
     internal audit plans for the coming year and the coordination of such plans
     with the independent auditors.

 .    Inquire of management, the internal auditor and the independent auditors
     about significant risks or exposures and assess the steps management has or
     is taking to minimize such risks to the Company.

 .    Review on a periodic basis, a summary of findings from completed internal
     audits and a progress report on the proposed internal audit plan with
     explanations for any deviations from the original plan.

 .    Review the quarterly financial statements with financial management and the
     independent auditors prior to the filing of the Form 10-Q (or prior to the
     press release of results, if possible) to determine that the independent
     auditors do not take exception to the disclosure and content of the
     financial statements and discuss any other matters required to be
     communicated to the Audit Committee by the auditors. The chair of the Audit
     Committee may represent the entire Audit Committee for purposes of this
     review.

 .    Review the financial statements to be contained in the annual report to
     shareholders with management and the independent auditors to determine that
     the independent auditors are satisfied with the disclosure and content of
     the financial statements. Review with financial management and the
     independent auditors the results of their timely analysis of significant
     financial reporting issues and practices, including changes in, or
     adoptions of, accounting principles and disclosure practices and discuss
     any other matters required to be communicated to the Audit Committee by the
     auditors. Also, review with financial management and the independent
     auditors their judgments about the quality, not just acceptability, of
     accounting principles and the clarity of the financial disclosure practices
     used or proposed to be used and particularly the degree of aggressiveness
     or conservatism of the Company's accounting principles and underlying
     estimates, and other significant decisions made in preparing the financial
     statements.

 .    Meet with the internal auditor and independent auditors without members of
     management present. Among the items to be discussed in these meetings are
     the independent auditors'

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     evaluation of the Company's financial, accounting and auditing personnel
     and the cooperation that the independent auditors received during the
     course of audit.

 .    Report the results of the annual audit to the Board of Directors. If
     requested by the Board, invite the independent auditors to attend the Board
     of Directors' Meeting to assist in reporting the results of the annual
     audit or to answer other directors' questions (alternatively, the other
     directors, particularly the other independent directors, may be invited to
     attend the Audit Committee meeting during which the results of the annual
     audit are reviewed).

 .    On an annual basis, obtain from the independent auditors a written
     communication delineating all their relationships and professional services
     as required by Independence Standards Board Standard No. 1, Independence
     Discussions with Audit Committees. In addition, review with the independent
     auditors the nature and scope of any disclosed relationships or
     professional services and take, or recommend that the Board of Directors
     take, appropriate action to ensure the continuing independence of the
     auditors.

 .    Submit the minutes of all meetings of the Audit Committee to, or discuss
     the matters discussed at each Audit Committee meeting with, the Board of
     Directors.

 .    Investigate any matter brought to its attention within the scope of its
     responsibilities, with the power to retain outside counsel for this purpose
     if, in the Audit Committee's judgment, that is appropriate.

 .    Review the accuracy of the Company's disclosure in the proxy statement for
     the Company's annual meeting of shareholders to the effect that the
     Committee has (i) reviewed and discussed the audited financial statements
     with management; (ii) discussed with the independent auditors the matters
     required to be discussed by Statement on Auditing Standards No. 61, as may
     be modified or supplemented; (iii) received disclosures from the auditors
     regarding the auditors' independence required by Independence Standards
     Board Standard No. 1, as may be modified or supplemented, and discussed the
     auditors' independence with the auditors and (iv) recommended to the Board
     of Directors that the audited financial statements be included in the
     Company's Annual Report on form 10-K for the last fiscal year for filing
     with the Securities and Exchange Commission.

 .    Include a copy of this Charter in the Annual Report to shareholders or the
     proxy statement at least triennially or the year after any significant
     amendment to this Charter.

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