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                                                                      EXHIBIT 99

                          AMENDED AND RESTATED
                      CHARTER OF THE AUDIT COMMITTEE
                       OF THE BOARD OF DIRECTORS
                                   OF
                           SSP SOLUTIONS, INC.

                      Adopted as of February 10, 2004

I.       PURPOSE AND SCOPE

         The primary function of the Audit Committee (the "Committee") of the
Board of Directors (the "Board") of SSP Solutions, Inc. (the "Corporation") is
to (a) assist the Board in fulfilling its responsibilities by reviewing: (i) the
financial reports provided by the Corporation to the Securities and Exchange
Commission ("SEC"), the Corporation's stockholders or to the general public, and
(ii) the Corporation's internal financial and accounting controls, (b) oversee
the appointment, compensation, retention and oversight of the work performed by
any independent public accountants engaged by the Corporation, (c) recommend,
establish and monitor procedures designed to improve the quality and reliability
of the disclosure of the Corporation's financial condition and results of
operations and (d) serve as the Qualified Legal Compliance Committee (the
"QLCC") in accordance with Section 307 of the Sarbanes-Oxley Act of 2002 and the
rules and regulations promulgated by the SEC thereunder.

         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 Corporation's financial statements are complete and
accurate and are in accordance with generally accepted accounting principles.
II.      COMPOSITION

         The Committee shall be comprised of a minimum of two directors as
appointed by the Board of Directors, who shall meet the independence, audit
committee composition and QLCC composition requirements promulgated by the SEC,
the National Association of Securities Dealers, any exchange upon which
securities of the Company are traded, or any governmental or regulatory body
exercising authority over the Company (each a "Regulatory Body" and
collectively, the "Regulatory Bodies"), as in effect from time to time, and each
member of the Committee shall be free from any relationship that, in the opinion
of the Board of Directors, would interfere with the exercise of his or her
independent judgment as a member of the Committee.

         At the time of his or her appointment to the Committee, each member of
the Committee shall be able to read and understand fundamental financial
statements, including a balance sheet, cash flow statement and income statement.
At least one member of the Committee shall have employment experience in finance
or accounting, requisite professional certification in accounting, or other
comparable experience or background which results in the individual's financial
sophistication, including being or having been a chief executive officer, chief
financial officer or other senior officer with financial oversight
responsibilities. Further, no later than the earliest time required by any
Regulatory Body, at least one member of the Committee shall qualify as an "audit
committee financial expert" (as such term is defined by the SEC rulemaking).

         The members of the Committee shall be elected by the Board of Directors
at the meeting of the Board of Directors following each annual meeting of
stockholders and shall serve until their successors shall be duly elected and
qualified or until their earlier resignation or removal. Unless a Chair is
elected by the full Board of Directors, the members of the Committee may
designate a Chair by majority vote of the full Committee membership.

III.     RESPONSIBILITIES AND DUTIES

         To fulfill its responsibilities and duties the Committee shall carry
out the following specific activities:

         A.       DOCUMENT REVIEW

                  1. Review and assess the adequacy of this Charter periodically
         as conditions dictate, but at least annually (and update this Charter
         if and when appropriate).



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                  2. Review with representatives of management and
         representatives of the independent accounting firm the Corporation's
         audited annual financial statements prior to their filing as part of
         the Annual Report on Form 10-KSB. After such review and discussion, the
         Committee shall recommend to the Board of Directors whether such
         audited financial statements should be published in the Corporation's
         annual report on Form 10-KSB. The Committee shall also review the
         Corporation's quarterly financial statements prior to their inclusion
         in the Corporation's quarterly SEC filings on Form 10-QSB.

                  3. Take steps designed to insure that the independent
         accounting firm reviews the Corporation's interim financial statements
         prior to their inclusion in the Corporation's quarterly reports on Form
         10-QSB.

         B.       INDEPENDENT ACCOUNTING FIRM

                  1. The Committee shall be directly responsible for the
         appointment, compensation, retention and oversight of the work of any
         independent accounting firm engaged by the Corporation for the purpose
         of preparing or issuing an audit report or related work. The Committee
         shall have the ultimate authority and responsibility to appoint,
         evaluate and, when warranted, replace such independent accounting firm
         (or to recommend such replacement for stockholder approval in any proxy
         statement).

                  2. Resolve any disagreements between management and the
         independent accounting firm as to financial reporting matters.

                  3. Instruct the independent accounting firm that it should
         report directly to the Committee on matters pertaining to the work
         performed during its engagement and on matters required by applicable
         Regulatory Body rules and regulations.

                  4. On an annual basis, receive from the independent accounting
         firm a formal written statement identifying all relationships between
         the independent accounting firm and the Corporation consistent with
         Independence Standards Board Standard 1. The Committee shall actively
         engage in a dialogue with the independent accounting firm as to any
         disclosed relationships or services that may impact its independence.
         The Committee shall take, or recommend that the Board of Directors
         take, appropriate action to oversee the independence of the independent
         accounting firm.

                  5. On an annual basis, discuss with representatives of the
         independent accounting firm the matters required to be discussed by
         Statement on Auditing Standards 61, as it may be modified or
         supplemented.

                  6. Meet with the independent accounting firm prior to the
         audit to review the planning and staffing of the audit and consider
         whether or not to approve the auditing services proposed to be
         provided.

                  7. Evaluate the performance of the independent accounting firm
         and consider the discharge of the independent accounting firm when
         circumstances warrant. The independent accounting firm shall be
         ultimately accountable to the Board of Directors and the Committee.

                  8. Consider in advance whether or not to approve any non-audit
         services to be performed by the independent accounting firm required to
         be approved by the Committee pursuant to the rules and regulations of
         any applicable Regulatory Body.

                  9. The Committee shall have the authority to oversee and
         determine the compensation of any independent accounting firm engaged
         by the Corporation.

         C.       FINANCIAL REPORTING PROCESSES

                  1. In consultation with the independent accounting firm and
         management, review annually the adequacy of the Corporation's internal
         financial and accounting controls.



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                  2. Review disclosures made to the Committee by the
         Corporation's chief executive officer and chief financial officer in
         connection with their certifications of the Corporation's reports on
         Form 10-KSB and Form 10-QSB, including disclosures concerning (a)
         evaluations of the design and operation of the Corporation's internal
         financial and accounting controls, (b) any significant deficiencies
         discovered in the design and operation of the Corporation's internal
         controls which could adversely affect the Corporation's ability to
         record, process, summarize, and report financial data, and (c) any
         fraud, whether or not material, that involves management or other
         employees who have a significant role in the Corporation's internal
         controls. The Committee shall direct the actions to be taken and/or
         make recommendations to the Board of Directors of actions to be taken
         to the extent such disclosures indicate the finding of any significant
         deficiencies in internal controls or fraud.

                  3. Regularly review the Company's critical accounting policies
         and accounting estimates resulting from the application of these
         policies and inquire at least annually of both the Corporation's
         internal auditors and the independent accounting firm as to whether
         either has any concerns relative to the quality or aggressiveness of
         management's accounting policies.

         D.       COMPLIANCE

                  1. To the extent deemed necessary by the Committee, it shall
         have the authority to engage outside counsel, independent accounting
         consultants and/or other experts at the Corporation's expense to review
         any matter under its responsibility.

                  2. Establish written procedures for (a) the receipt,
         retention, and treatment of complaints received by the Corporation
         regarding accounting, internal accounting controls, or auditing
         matters; and (b) the confidential, anonymous submission by employees of
         the Corporation of concerns regarding questionable accounting or
         auditing matters.

                  3. Investigate any allegations that any officer or director of
         the Corporation, or any other person acting under the direction of any
         such person, took any action to fraudulently influence, coerce,
         manipulate, or mislead any independent public or certified accountant
         engaged in the performance of an audit of the financial statements of
         the Corporation for the purpose of rendering such financial statements
         materially misleading and, if such allegations prove to be correct,
         take or recommend to the Board of Directors appropriate disciplinary
         action.

         E.       REPORTING

                  1. Prepare, in accordance with the rules of the SEC as
         modified or supplemented from time to time, a written report of the
         Committee to be included in the Corporation's annual proxy statement
         for each annual meeting of stockholders.

                  2. To the extent required by any Regulatory Body, instruct the
         Corporation's management to disclose in its Form 10-KSB and Form
         10-QSB's the approval by the Committee of any nonaudit services
         performed by the independent accounting firm, and review the substance
         of any such disclosure.

         F.       QLCC RESPONSIBILITIES

                  1. Establish written procedures for the confidential receipt,
         retention and consideration of evidence of a material violation of an
         applicable United States federal or state securities law, a material
         breach of fiduciary duty arising under United States federal or state
         law, or a similar material violation of any United States federal or
         state law by the Corporation or by any officer, director, employee or
         agent of the Corporation (each, a "Material Violation") that is
         reported to the Committee by the Corporation's chief legal officer (or
         the equivalent thereof) or other legal advisors.

                  2. To the extent required by any Regulatory Body, inform the
         Corporation's chief legal officer and chief executive officer (or the
         equivalents thereof) of any report of evidence of a Material Violation
         that is reported to the Committee by the Corporation's chief legal
         officer (or the equivalent thereof) or other legal advisor.



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                  3. Determine whether an investigation is necessary regarding
         any report of evidence of a Material Violation that is reported to the
         Committee by the Corporation's chief legal officer (or the equivalent
         thereof) or other legal advisors.

                  4. If the Committee determines an investigation is necessary
         or appropriate: (a) notify the full Board; (b) initiate an
         investigation, which may be conducted either by the chief legal officer
         (or the equivalent thereof) or by outside attorneys; and (c) retain
         such additional expert personnel as the Committee deems necessary. At
         the conclusion of any such investigation: (i) recommend, by majority
         vote, that the Corporation implement an appropriate response to
         evidence of a Material Violation; and (ii) inform the chief legal
         officer and the chief executive officer (or the equivalents thereof)
         and the Board of the results of any such investigation and the
         appropriate remedial measures to be adopted.

                  5. Acting by majority vote, take all other appropriate actions
         to respond to evidence of a Material Violation that is reported to the
         Committee by the Corporation's chief legal officer (or the equivalent
         thereof) or other legal advisors.