COMMAND SECURITY CORPORATION COMMON STOCK OPTION

THIS OPTION (THE “ OPTION ”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ ACT ”), OR ANY APPLICABLE STATE SECURITIES LAWS. THIS OPTION MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED OR HYPOTHECATED, EXCEPT IN COMPLIANCE WITH THE ACT, THE RULES AND REGULATIONS THEREUNDER AND APPLICABLE STATE LAWS.

MANY OF THE TERMS AND CONDITIONS OF THIS OPTION ARE GOVERNED BY, AND SET FORTH IN, THAT CERTAIN EMPLOYMENT AGREEMENT DATED SEPTEMBER 29, 2007 (THE “ EMPLOYMENT AGREEMENT ”) BETWEEN THE COMPANY AND THE REGISTERED HOLDER, WHICH TERMS AND CONDITIONS ARE INTENDED TO SUPPLEMENT THIS OPTION AS IF THEY WERE SET FORTH HEREIN. IN THE EVENT OF A CONFLICT BETWEEN THE TERMS OR CONDITIONS SET FORTH IN THIS AGREEMENT AND THOSE SET FORTH IN THE EMPLOYMENT AGREEMENT, THE TERMS AND PROVISIONS SET FORTH IN THE EMPLOYMENT AGREEMENT SHALL BE DETERMINATIVE AND CONTROL THE OUTCOME OF SUCH CONFLICT.

This certifies that the Registered Holder is entitled to purchase from Command Security Corporation, a New York corporation (the “ Company ”), subject to the occurrence of certain specified time vesting criteria, at any time commencing from the Date of Issuance set forth above and ending at 11:59 p.m., New York City time, on the tenth (10 ^th ) anniversary date of the Date of Issuance, at the purchase price per share (the “ Exercise Price” ) of THREE DOLLARS AND THIRTY-SIXTY AND EIGHT-TENTHS   CENTS ($3.368), an aggregate of five hundred thousand (500,000) shares (the “ Option Shares ”) of Common Stock, $.0001 par value, of the Company; provided that this Option shall be exercisable only with respect to “ Vested Options ” as set forth in the schedule contained in Section 1 of this Option and in the Employment Agreement. The number of Option Shares purchasable upon exercise of this Option and the Exercise Price shall be subject to adjustment from time to time as set forth herein and in the Employment Agreement.

This Option may be exercised in whole or in part by presentation of this Option with the Exercise Agreement, a form of which is attached hereto as Exhibit I (the “ Exercise Agreement ”), duly executed and simultaneous payment of the Exercise Price (subject to any adjustment) at the principal office of the Company. Payment of such price shall be made at the option of the Registered Holder hereof in cash or by certified check or bank cashier's check.

This Option is subject to the terms and conditions of the Company's 2005 Stock Incentive   Plan (the “ Plan ”), the terms of which are hereby incorporated herein by reference. Terms used herein and not otherwise defined shall have the meanings as set forth in the Plan. In the event of any conflict between the terms of this Option and those contained in the Plan, the terms of the Plan shall be determinative and control the outcome of such conflict.

This Option is subject to the following additional provisions:

Section 1.   Vesting Criteria .

1.1.   This Option, and the Option Shares that may be purchased hereunder, shall vest with respect to one-thirty-sixth (1/36 ^th ) of the aggregate number of Option Shares on the first day of each calendar month immediately following Date of Issuance, subject to modification as provided in the Employment Agreement. The portion of this Option that shall have so vested and become exercisable is referred to herein as the “ Vested Option .”

1.2.   Notwithstanding the foregoing, upon a termination of the Registered Holder’s employment with the Company under certain circumstances ( i ) following a Change in Control of the Company (as such term is defined in the Employment Agreement), the further vesting of this Option may be modified and ( ii ) not following a Change in Control of the Company, the further vesting of this Option shall expire and become void and shall no longer be exercisable, in each case as set forth in the Employment Agreement. Further, upon a termination of the Registered Holder’s employment with the Company, the Vested Option may be required to be exercised, if at all, within the time periods set forth in the Employment Agreement.

Section 2.   Adjustments .

2.1.   In the event that, after the date hereof, the outstanding shares of Common Stock shall be increased or decreased or changed into or exchanged for a different number or kind of shares of capital stock or other securities of the Company or of another corporation through reorganization, merger or consolidation, recapitalization, reclassification, stock split, split-up, combination or exchange of shares or declaration of any dividends payable in Common Stock, the number of shares and kind of shares of capital stock or other securities of the Company (and the option price per share) subject to the unexercised portion of the Option shall be proportionately adjusted to reflect such event (to the nearest possible full share), and such adjustment shall be effective and binding for all purposes of this Agreement.

2.2   If any capital reorganization or reclassification of the capital stock of the Company or any consolidation or merger of the Company with another entity, or the sale of all or substantially all its assets to another entity, shall be effected after the date hereof in such a way that holders of Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then the Company shall thereafter have the right to deliver, upon the exercise of the Option in accordance with the terms and conditions specified in this Agreement and in lieu of the shares of Common Stock immediately the