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                                                                    Exhibit 99.1


                          MINORPLANET SYSTEMS USA, INC.
     AMENDED AND RESTATED AUDIT COMMITTEE CHARTER OF THE BOARD OF DIRECTORS
                            ADOPTED NOVEMBER 18, 2003
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I. PURPOSE

The Audit Committee of Minorplanet Systems USA, Inc. (the "Committee") is
established by and amongst the Board of Directors (the "Board") for the primary
purpose of assisting the board in:

         o        overseeing the integrity of the Company's financial
                  statements,

         o        overseeing the Company's compliance with legal and regulatory
                  requirements,

         o        overseeing the independent auditor's qualifications and
                  independence,

         o        overseeing the performance of the Company's internal audit
                  function and independent auditor, and

         o        overseeing the Company's system of disclosure controls and
                  system of internal controls regarding finance, accounting,
                  legal compliance, and ethics that management and the Board
                  have established.

Consistent with this function, the Committee should encourage continuous
improvement of, and should foster adherence to, the Company's policies,
procedures and practices at all levels. The Committee should also provide an
open avenue of communication among the independent auditors, financial and
senior management, the internal auditing function, and the Board.

The Committee has the authority to obtain advice and assistance from outside
legal, accounting, or other advisors as deemed appropriate to perform its duties
and responsibilities.

The Company shall provide appropriate funding, as determined by the Committee
without Board approval, for compensation to the independent auditor and to any
advisers that the audit committee chooses to engage.

The Committee will primarily fulfill its responsibilities by carrying out the
activities enumerated in Section III of this Charter. The Committee will report
regularly to the Board regarding the execution of its duties and
responsibilities.

II. COMPOSITION AND MEETINGS

The Committee shall be comprised of three or more directors as determined by the
Board, each of whom shall be independent directors (as defined by all applicable
rules and regulations), and free from any relationship (including disallowed
compensatory arrangements) that, in the opinion of the Board, would interfere
with the exercise of his or her independent judgment as a member of the
Committee. All members of the Committee shall have a working familiarity with
basic finance and accounting practices, and at least one member of the Committee
shall be a "financial expert" in compliance with the criteria established by the
SEC and other relevant regulations. The existence of such member(s) shall be
disclosed in periodic filings as required by the SEC. Committee members may
enhance their familiarity with finance and accounting by participating in
educational programs conducted by the Company or an outside consultant. No
member of the Committee shall simultaneously serve on the audit committees of
more than two (2) other public companies without prior Board approval.

The members of the Committee shall be elected by the Board at the annual
organizational meeting of the Board or until their successors shall be duly
elected and qualified. Unless a Chair is elected by the full Board, the members
of the Committee may designate a Chair by majority vote of the full Committee
membership.



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The Committee shall meet at least four times annually, or more frequently as
circumstances dictate. Each regularly scheduled meeting shall conclude with an
executive session of the Committee absent members of management and on such
terms and conditions as the Committee may elect. As part of its job to foster
open communication, the Committee should meet periodically with management and
the independent auditors in separate executive sessions to discuss any matters
that the Committee or each of these groups believe should be discussed. In
addition, the Committee should meet quarterly with the independent auditors and
management to discuss the annual audited financial statements and quarterly
financial statements, including the Company's disclosure under "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

III. RESPONSIBILITIES AND DUTIES

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. Management is
responsible for preparing the Company's financial statements, and the Company's
independent auditors are responsible for auditing the annual financial
statements and for reviewing the unaudited interim financial statements. Nor is
it the duty of the Committee to conduct investigations to assure compliance with
laws and regulations and compliance with the Company's Code of Ethics for Senior
Financial Officers.

To fulfill its responsibilities and duties the Audit Committee shall:

Documents/Reports/Accounting Information Review

1.       Review this Charter periodically, at least annually, and recommend to
         the Board any necessary amendments as conditions dictate.

2.       Review and discuss with management and the independent auditors
         (including separate meetings from management) the Company's annual
         financial statements, quarterly financial statements, and all internal
         controls reports (or summaries thereof). Review other relevant reports
         or financial information submitted by the Company to any governmental
         body, or the public, including management certifications as required by
         the Sarbanes-Oxley Act of 2002 (Sections 302 and 906) and relevant
         reports rendered by the independent auditors (or summaries thereof).

3.       Recommend to the Board whether the financial statements should be
         included in the Annual Report on Form 10-K. Review with financial
         management and the independent auditors the 10-Q prior to its filing
         (or prior to the release of earnings).

4.       Review earnings press releases with management, including review of
         "pro-forma" or "adjusted" non-GAAP information.

5.       Discuss with management financial information and earnings guidance
         provided to analysts and rating agencies. Such discussions may be on
         general terms (i.e., discussion of the types of information to be
         disclosed and the type of presentation to be made).

Independent Auditors

6.       Appoint (subject to shareholder ratification, if applicable), approve
         the compensation of, retain (if desired), and oversee the work
         performed by the independent auditor for the purpose of preparing or
         issuing an audit report or related work. Review the performance of the
         independent auditors and remove the independent auditors if
         circumstances warrant. The independent auditors shall report directly
         to the Committee and the Committee shall oversee the resolution of
         disagreements between management and the independent auditors in the
         event that they arise. Consider whether the auditor's performance of
         permissible nonaudit services is compatible with the auditor's
         independence.

7.       Review with the independent auditor any problems or difficulties the
         auditor encountered in the course of its audit work (including any
         restrictions on the scope of the auditor services) and management's
         response, review the independent auditor's attestation and report on
         management's



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         internal control report; and hold discussions with the independent
         auditors regarding the following:

         o        all critical accounting policies and practices;

         o        all alternative treatments of financial information within
                  generally accepted accounting principles that have been
                  discussed with management, ramifications of the use of such
                  alternative disclosures and treatments, and the treatment
                  preferred by the independent auditor;

         o        other material written communications between the independent
                  auditor and management including, but not limited to, the
                  management letter and schedule of unadjusted differences; and

         o        an analysis of the auditor's judgment as to the quality of the
                  Company's accounting principles, setting forth significant
                  reporting issues and judgments made in connection with the
                  preparation of the financial statements.

8.       At least annually, obtain and review a report by the independent
         auditor describing:

         o        the firm's internal quality control procedures;

         o        any material issues raised by the most recent internal
                  quality-control review, peer review, 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 firm, and any steps
                  taken to deal with any such issues; and

         o        all relationships between the independent auditor and the
                  Company.

9.       Review and pre-approve both audit and nonaudit services to be provided
         by the independent auditor, as well as the fees and terms for providing
         such services. This duty may be delegated to one or more designated
         members of the Committee with any such preapproval reported to the
         audit committee at its next regularly scheduled meeting. Approval of
         nonaudit services shall be disclosed to investors in periodic reports
         required by Section 13(a) of the Securities Exchange Act of 1934 (see
         Company's Policy of Procurement of Audit and Non-Audit Services).

10.      Set clear hiring policies, compliant with governing laws or
         regulations, for employees or former employees of the independent
         auditor.

11.      Evaluate the performance of the Company's independent auditors and lead
         audit partner, and report its conclusions to the full Board.

12.      Assure the rotation of the audit partners as required by applicable
         laws and regulations. Consider whether, in order to assure continuing
         auditor independence, it is appropriate to adopt a policy of rotating
         the independent auditing firm on a regular basis.

13.      Discuss with the national office of the independent auditor issues on
         which they were consulted by the Company's audit team and matters of
         audit quality and consistency.

Financial Reporting Processes and Accounting Policies

14.      Review disclosures made to the Committee by the Company's Chief
         Executive Officer and Chief Financial Officer during their
         certification process for the Form 10-K and Form 10-Q about how they
         are meeting their respective certification obligations under the
         Sarbanes-Oxley Act of 2002 and about any significant deficiencies in
         the design or operation of internal controls or material weaknesses
         therein and any fraud involving management or other employees who have
         a significant role in the Company's internal controls. Review and
         discuss any significant changes in the internal controls with the Chief
         Financial Officer and Chief Executive Officer.

15.      In consultation with the independent auditors, review the integrity of
         the Company's financial reporting processes (both internal and
         external), and the internal control structure (including disclosure
         controls).

16.      Review with management major issues regarding accounting principles and
         financial statement presentations, including any significant changes in
         the Company's selection or application of accounting principles, and
         major issues as to the adequacy of the Company's internal controls and
         any special audit steps adopted in light of material control
         deficiencies.

17.      Review analyses prepared by management (and the independent auditor as
         noted in item 8 above) setting forth significant financial reporting
         issues and judgments made in connection with the preparation of the
         financial statements, including analyses of the effects of alternative
         GAAP methods on the financial statements.



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

19.      If no member of the Committee is a related party with respect to a
         particular transaction, review and approve all related party
         transactions. Such transactions may be approved by another committee of
         independent directors.

20.      Establish and maintain procedures for the receipt, retention and
         treatment of complaints regarding accounting, internal accounting, or
         auditing matters. See "Policy Regarding Receipt, Retention, and
         Treatment of Complaints."

21.      Establish and maintain procedures for the confidential, anonymous
         submission by Company Employees Regarding Questionable Accounting,
         Internal Control or Auditing Matters." See "Policy Regarding
         Confidential Submission to Audit Committee of Questionable Accounting
         or Audit Matters

Ethical Compliance, Legal Compliance, and Risk Management

22.      Review and update periodically the Company's Code of Ethics for Senior
         Financial Officers and Code of Ethical Conduct for all employees and
         ensure that management has established a system to enforce this Code.
         See "Code of Ethics for Senior Financial Officers." Ensure that the
         codes are in compliance with all applicable rules and regulations.

23.      Review management's monitoring of the Company's compliance with the
         Company's Code of Ethics for Senior Financial Officers and Code of
         Ethical Conduct, and ensure that management has the proper review
         system in place to ensure that the Company's financial statements,
         reports, and other financial information disseminated to governmental
         organizations and the public satisfy legal requirements.

24.      Review, with the organization's counsel, legal compliance matters
         including corporate securities trading policies.

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

26.      Discuss policies with respect to risk assessment and risk management.
         Such discussions should include the Company's major financial and
         accounting risk exposures and the steps management has undertaken to
         control them.

Other Responsibilities

27.      Review with the independent auditors and management the extent to which
         changes or improvements in financial or accounting practices, as
         approved by the Committee, have been implemented. (This review should
         be conducted at an appropriate time subsequent to implementation of
         changes or improvements, as decided by the Committee.)

28.      Approve the content of the report that the SEC requires be included in
         the Company's annual proxy statement.

29.      Annually, perform a self-assessment relative to the Committee's
         purpose, duties and responsibilities outlined herein, and report the
         results of that evaluation to the Board.

30.      Perform any other activities consistent with this Charter, the
         Company's by-laws and governing law, as the Committee or the Board
         deems necessary or appropriate.



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