EXHIBIT 99.23

                         COMMAND SECURITY CORPORATION

                  AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
                              CHARTER AND POWERS

                       FIRST AMENDMENT AND RESTATEMENT

PURPOSE

     The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities in connection with the
financial reporting and disclosure process for which management is
responsible.

ORGANIZATION

     The Audit Committee shall be comprised of three or more directors as
determined by the Board, each of whom shall be an independent director(1) free
from any relationship that, in the opinion of the Board, would interfere with
the exercise of his or her independent judgment in carrying out the
responsibilities of a director. All members of the Committee shall have a
working familiarity with fundamental financial and accounting practices, and
at least one member of the Committee shall have accounting or related
financial management expertise. Committee members may enhance their
familiarity with finance and accounting by participating in educational
programs conducted by the Corporation or by another accredited program.

     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.

     RESOLVED, that the powers and duties of the Audit Committee of the Board
of Directors (the "Audit Committee") shall be to:

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(1) A director will not be considered "independent" if, among other things,
    he or she has:
           o   Been employed by the corporation or its affiliates in the
               current or past three years;
           o   Accepted any compensation from the corporation or its affiliates
               in excess of $60,000 during the previous fiscal year (except for
               board service, retirement plan benefits, or non-discretionary
               compensation);
           o   An immediate family member who is, or has been in the past three
               years, employed by the corporation or its affiliates as an
               executive officer;
           o   Been a partner, controlling shareholder or an executive officer
               of any for-profit business to which the corporation made, or
               from which it received, payments (other than those which arise
               solely from investments in the corporation's securities) that
               exceed five percent of the organization's consolidated gross
               revenues for that year, or $200,000, whichever is more, in any
               of the past three years; or
           o   Been employed as an executive of another entity where any of the
               company's executives serve on that entity's compensation
               committee.

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     o  Hold such regular meetings as may be necessary and such special
        meetings as may be called by the Chairman of the Audit Committee or at
        the request of the independent auditors or at the request of the
        internal auditors;
     o  Maintain minutes or other records of meetings and activities of the
        Audit Committee, with the Chairman submitting or discussing all
        communications at these events with the Board of Directors;
     o  Review, at least annually, and update or amend this Charter
        periodically, as conditions dictate;
     o  Review the performance of the independent accountants, make
        recommendations to the Board of Directors regarding selection
        or termination of the independent accountants, as the case may
        warrant, considering independence and effectiveness;
     o  Confer with the independent accountants and the internal auditors
        concerning the scope of their examinations of the books and records
        of the Company and its subsidiaries;
     o  Review and approve the independent accountants' annual engagement
        letter;
     o  Review the Company's audited annual financial statements and the
        independent accountants' opinion rendered with respect to such
        financial statement, including review the nature and extent of
        any significant changes in accounting principles or the
        application therein;
     o  Request from the independent accountants and internal auditors
        their recommendations regarding internal controls and other
        matters relating to the accounting procedures and the books and
        records of the Company and its subsidiaries and review the
        correction of controls deemed to be deficient;
     o  Provide an independent, direct communication between the Board of
        Directors, internal auditors and independent accountants;
     o  Review the procedures established by the Company that monitor the
        compliance by the Company with its loan covenants and restrictions;
     o  Review the range and cost of audit and non-audit services performed by
        the independent accountants;
     o  Review with management, the independent accountants and internal
        auditors significant risks and exposures, audit activities and
        significant audit findings;
     o  With respect to the Company's annual report:
        * Review the audited financial statements with management including a
        discussion of the quality of the accounting principles as applied and
        significant judgments affecting the Company's financial statements;
        * Discuss with the outside auditors their judgments of the quality of
        the accounting principles as applied and significant judgment affecting
        the Company's financial statements;
        * Discuss among the members of the Audit Committee, without management
        or the outside auditors present, the information disclosed to the Audit
        Committee in the two foregoing items;
        * Determine whether the Committee believes that the Company's financial
        statements are fairly presented in conformity with Generally Accepted
        Accounting Principles in all material respects;

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     o  Recommend to the Board whether to include the audited financial
        statements in the annual report on form 10-K.
     o  Review the powers of the Committee annually and report and make
        recommendations to the Board of Directors on these responsibilities;
     o  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, accountants, or others to
        assist it in the conduct of any investigation;

Dated:   January 8, 2001

                                                  /s/ Peter J. Nekos
                                                  --------------------------
                                                  Peter J. Nekos, Chairman

                                                  /s/ Gregory J. Miller
                                                  --------------------------
                                                  Gregory J. Miller

                                                  /s/ Geoffrey P. Haslehurst
                                                  --------------------------
                                                  Geoffrey  Haslehurst

Original approval date: August 21, 2000
Amended and Restated:   January 8, 2001