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                                                                    EXHIBIT 10.1

                        MACE SECURITY INTERNATIONAL, INC.
             AMENDED AUDIT COMMITTEE CHARTER DATED NOVEMBER 3, 2005

I.    PURPOSE

      The purpose of the Audit Committee (the "Committee") is to oversee Mace
      Security International, Inc.'s (the "Company") accounting and financial
      reporting processes, the audits of the Company's financial statements, and
      the Company's internal controls. In so doing, the Committee should
      endeavor to maintain free and open means of communication between the
      members of the Committee, the other members of the Board of Directors (the
      "Board"), the independent auditors and the management of the Company.

      In the exercise of its oversight, it is not the duty of the Committee to
      plan or conduct audits or to determine that the Company's financial
      statements fairly present the Company's financial position and results of
      operations in accordance with generally accepted accounting principles.
      Instead, such duties remain under the oversight of management and the
      independent auditors.

II.   MEMBERSHIP

      The Committee shall be composed of three or more members of the Board. The
      members shall be appointed by action of the Board and shall serve at the
      discretion of the Board. Each Committee member shall be "financially
      literate" as determined by the Board in its business judgement and shall
      satisfy the "independence" requirements of the NASDAQ National Market. At
      least one member of the Committee shall have Accounting or related
      financial management expertise, as determined by the Board in its business
      judgement.

III.  COMMITTEE ORGANIZATION AND PROCEDURES

      A.    The members of the Committee shall appoint a Chair of the Committee
            by majority vote. The Chair (or in his or her absence, a member
            designated by the Chair) shall preside at all meetings of the
            Committee.

      B.    The Committee shall have the authority to establish its own rules
            and procedures consistent with the bylaws of the Company for notice
            and conduct of its meetings, should the Committee, in its
            discretion, deem it desirable to do so.

      C.    The Committee may, in its discretion, include in its meetings
            members of the Company's financial management, representatives of
            the independent auditors, and other financial personnel employed or
            retained by the Company. The Committee may meet with the independent
            auditors in separate executive sessions to discuss any matters that
            the Committee believes should be addressed privately, without
            management's presence. The Committee may likewise meet privately
            with management, as it deems appropriate.

      D.    The Committee may, at its discretion, utilize the services of the
            Company's regular corporate legal counsel with respect to legal
            matters or, at its discretion, retain outside legal counsel or other
            advisors if it determines that such counsel or advisors are
            necessary or appropriate under the circumstances.

IV.   KEY FUNCTIONS

      The Committee and the Board recognize that the Company's management is
      responsible for preparing the Company's financial statements and that the
      independent auditors are responsible for auditing those financial
      statements. Additionally, the Committee and the Board recognize that
      financial management, including the internal accounting staff, as well as
      the independent auditors, has more time and knowledge and more detailed
      information concerning the Company than do Committee members;
      consequently, in carrying out its responsibilities, the Committee is not
      providing any expert or special assurance as to the Company's financial
      statements or any professional certificate as to the independent auditors'
      work. It is not the duty of the

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      Committee to plan or conduct audits or to determine whether the Company's
      financial statements are complete and accurate and are in accordance with
      generally accepted accounting principles.

      A.    OVERSIGHT RESPONSIBILITIES

            (i) The independent auditors shall be ultimately accountable to the
      Committee and the Board in connection with the audit of the Company's
      annual financial statements and related services. In this regard, the
      Committee shall be responsible for appointing, overseeing and periodically
      evaluating the performance of the auditors and, if necessary, terminating
      the independent auditors. As appropriate, the Committee shall recommend to
      the Board the submission of its selection of the independent auditors for
      stockholder ratification at any meeting of stockholders.

            (ii) The Committee shall approve the fees to be paid to the
      independent auditors and any other terms of the engagement of the
      independent auditors. The Chair (or in his or her absence, a member
      designated by the Chair) may represent the entire Committee for purposes
      of this discussion.

            (iii) The Committee shall receive from the independent auditors, at
      least annually, a written statement delineating all relationships between
      the independent auditors and the Company, consistent with Independence
      Standards Board Standard No. 1. The Committee shall actively engage in a
      dialogue with the independent auditors with respect to any disclosed
      relationships or services that, in the view of the Committee, may affect
      the objectivity and independence of the independent auditors. If the
      Committee determines that further inquiry is advisable, the Committee
      shall recommend that the Board take any appropriate action in response to
      the independent auditors' independence.

      B.    ANNUAL AUDIT

            (i) The Committee shall meet with the independent auditors, chief
      financial officer and other management personnel in connection with each
      annual audit to discuss the scope of the audit and the procedures to be
      followed. The Chair (or in his or her absence, a member designated by the
      Chair) may represent the entire Committee for purposes of this discussion.

            (ii) The Committee shall review(1) and discuss the audited financial
      statements with the management of the Company.

            (iii) The Committee shall discuss with the independent auditors the
      matters required to be discussed by Statement on Auditing Standards No. 61
      as then in effect including, among others: (1) the methods used to account
      for any significant unusual transaction reflected in the audited financial
      statements; (2) the effect of significant accounting policies in any
      controversial or emergent areas for which there is a lack of authoritative
      guidance or a consensus to be followed by the independent auditors; (3)
      the process used by management in

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(1) Auditing Literature, particularly, Statement on Auditing Standards No. 100,
defines the term "review" to include a particular set of required procedures to
be undertaken by independent accountants. The members of the Audit Committee are
not independent accountants, and the term "review" as used in this Amended Audit
Committee Charter is not intended to have this meaning. Consistent with footnote
47 of the SEC Release No. 34-42266, any use in this Amended Audit Committee
Charter of the term "review" should not be interpreted to suggest that the
Committee members can or should follow the procedures required of auditors
performing review of interim financial statements.

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      formulating particularly sensitive accounting estimates and the basis for
      the auditors' conclusions regarding the reasonableness of those estimates;
      and (4) any disagreements with management over the application of
      accounting principles, the basis for management's accounting estimates, or
      the disclosures in the financial statements.

            (iv) The Committee shall, based on the review and discussion in
      paragraph B(iii) above, and based on the disclosures received from the
      independent auditors regarding its independence and discussions with the
      auditors regarding such independence, conclude whether the audited
      financial statements should be included in the Company's Annual Report on
      Form 10-K for the fiscal year subject to the audit.

      C.    QUARTERLY REVIEW

            (i) The independent auditors are required to review the interim
      financial statements to be included in Form 10-Q of the Company using
      professional standards and procedures for conducting such reviews, as
      established by generally accepted auditing standards as modified or
      supplemented by the Securities and Exchange Commission, prior to the
      filing of the Form 10-Q. The Committee, in its discretion, may discuss
      with management and the independent auditors in person, at a meeting, or
      by conference telephone call, the results of the quarterly review
      including such matters as significant adjustments, management judgements,
      accounting estimates, significant new accounting policies and
      disagreements with management. The Chair (or in his or her absence, a
      member designated by the Chair) may represent the entire Committee for
      purposes of this discussion.

            (ii) The Committee shall review the Company's quarterly and annual
      financial statements with the Company's Chief Financial Officer before
      they are released publicly. The review of annual financial statements
      shall be conducted prior to publication.

      D.    INTERNAL CONTROLS

            (i) The Committee shall discuss with the independent auditors, at
      least annually, the adequacy and effectiveness of the accounting and
      financial controls of the Company, and consider any recommendations for
      improvement of such internal control procedures.

            (ii) The Committee shall discuss with the independent auditors and
      with management any letter of recommendation provided by the independent
      auditors and any other significant matters brought to the attention of the
      Committee by the independent auditors as a result of its annual audit. The
      Committee should allow management adequate time to consider any such
      matters raised by the independent auditors.

      E.    OTHER RESPONSIBILITIES

            (i) The Committee shall review and reassess the Committee's Charter
      at least annually and submit any recommended changes to the Board for its
      consideration.

            (ii) The Committee shall provide the report for inclusion in the
      Company's Annual Proxy Statement required by Item 306 of Regulation S-K of
      the Securities and Exchange Commission.

            (iii) The Committee, through its Chair, shall report periodically,
      as deemed necessary or desirable by the Committee, but at least annually,
      to the full Board regarding the Committee's actions and recommendations,
      if any.

            (iv) The Committee may institute investigations of suspected
      improprieties on any material matter selected by the Committee and is
      authorized to engage on behalf of the Company special counsel, independent
      auditors or outside experts when necessary.

            (v) The Committee shall annually disclose amounts received by Audit
      Committee members from the Company and its affiliates and any other
      transactions with the Company or its affiliates to which they are a party,
      other than amounts received for service as a Director or Board Committee
      member. Such disclosure shall be noted in the minutes of the appropriate
      Committee meeting.

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            (vi) The Committee shall annually review all existing related party
      transactions or other conflicts of interest that exist between
      employees/directors and the Company. The Committee shall review all
      proposed related party transactions. The Company shall not enter into any
      related party transactions unless first approved of by the Committee. The
      Committee may also make recommendations to the full Board of Directors on
      actions to be taken that relate to any proposed or existing related party
      transactions.

            (viii) The Committee shall determine the appropriate level of
      funding to be provided by the Company for payment of the independent
      auditor and outside advisors and any administrative expenses incurred by
      the Committee in carrying out its duties.

            (ix) The Committee shall establish, implement and oversee procedures
      for the receipt, retention and treatment of complaints regarding
      accounting, internal accounting controls or auditing matters and
      procedures for confidential, anonymous submissions by Company employees
      regarding questionable accounting or auditing matters.

      F.    MINUTES

            Minutes of each meeting will be compiled by the Company's Corporate
      Secretary who shall act as Secretary to the Committee, who is also a
      member of the Company's internal legal staff, or in the absence of the
      Corporate Secretary, by an Assistant Corporate Secretary of the Company,
      or any other person designated by the Committee.

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