January 9, 2006

Mr. Barry I. Regenstein
President & Chief Financial Officer
Command Security Corporation
P.O Box 340
1133 Route 55, Suite D
Langrangeville, NY 12540

Dear Mr. Regenstein:
                              Consulting Agreement

      1.    Engagement

      (a) This letter  (this  "Consulting  Agreement")  confirms  our  agreement
pursuant to which you have  retained  Giuliani  Security & Safety LLC  (together
with its members,  employees and agents,  "GSS") to provide certain professional
consulting  services  described  below (the  "Engagement")  to Command  Security
Corporation ("Command").

      (b) In  consideration  of the advisory  fees to be paid to GSS pursuant to
this  Consulting  Agreement,  GSS shall provide advice and assistance to Command
regarding  Command's  security services  business  ("Command's  Business"),  and
shall:

      (i)   Recommend, at an appropriate time, Command's services to appropriate
            clients  of  GSS  and  of  Giuliani   Partners  LLC  and  its  other
            subsidiaries (collectively, "GP");

      (ii)  utilize  Command's  security  personnel as GP's primary resource for
            the needs of GP clients for the services provided by Command, to the
            extent authorized by such clients;

      (iii) advise  Command on the expansion of Command's  Business and scope of
            services  through  strategic  acquisitions  that enhance its service
            offerings;

      (iv)  advise  Command of new  technologies  in the areas of  security  and
            homeland defense and how the use of such technologies could increase
            the profitability of Command's Business;

      (v)   make  available  senior  executives  of GSS to assist  Command  with
            finalizing  negotiations with prospective  customers and acquisition
            targets; and

      (vi)  work  with  Command  to  enhance  the  training  of  its  employees,
            including  helping to draft and edit Command's  training manuals and
            materials.

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      (c) As part of the Engagement, GSS shall assist Command in the development
of Command's strategies with regard to:

      (i)   increasing  Command's  market presence  within  industry  sectors in
            which  it  currently  operates  and  developing   opportunities  for
            expansion into new sectors.  During the Term (as defined below), GSS
            will  assist  Command  to  pursue  new  business   opportunities  by
            introducing  Command to companies for which it currently performs no
            services; and

      (ii)  expanding Command's Business to include an emergency services branch
            to provide  operational  services in  emergency  preparedness,  fire
            safety, crisis management and business continuity. The emergency and
            crisis  management  effort will be directed by Richard Sheirer,  the
            former  Commissioner  of the  New  York  City  Office  of  Emergency
            Management.  The fire  safety  effort will be directed by Thomas Von
            Essen, the former New York City Fire Commissioner.

      (d) GSS  initially  shall assign  Christopher  Rising as the GSS executive
with the responsibility of coordinating  GSS's obligations  hereunder (the "Team
Leader")  and shall make  available  other  personnel  resources  to perform the
Engagement  and  assist  the Team  Leader.  The Team  Leader  will act under the
supervision of Pat D'Amuro.

      (e) GSS shall reasonably  accommodate  Command's requests for the services
described  above   consistent   with  GSS's  and  GP's  other   commitments  and
obligations,  including,  without  limitation,  making Mr.  Giuliani  reasonably
available,  consistent  with his  schedule  and other  commitments,  to  provide
assistance in connection with this Consulting Agreement; provided, however, that
in no event shall GSS be required to perform any services that might  reasonably
be deemed to constitute  "lobbying" (or any analogous  regulated activity) under
applicable law or regulations.

      2. Term of the Engagement

      The term of the  Engagement  pursuant to this  Consulting  Agreement  (the
"Term") shall commence on the date hereof (the "Effective  Date") and end on the
first anniversary of the Effective Date.

      3. Advisory Fees

      As compensation for GSS's performance of its obligations  pursuant to this
Consulting  Agreement,  Command  agrees to pay GSS a monthly cash fee during the
Term of one hundred seventy five thousand dollars  ($175,000)  payable beginning
on the Effective  Date and  continuing  thereafter on the 15th day of each month
(or, if such day is not a business day, on the next succeeding business day).

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      4. Expenses

      Command agrees to promptly  reimburse GSS for its  out-of-pocket  expenses
necessarily and reasonably incurred by GSS and its representatives in connection
with the performance of its duties pursuant to this Consulting  Agreement (e.g.,
travel and  lodging,  but  excluding  any  compensation  paid to any  employees,
partners  or  affiliates  of GSS and  any  allocation  of  overhead  or  similar
expenses).

      5. Confidentiality; Use of Mr. Giuliani's Name

      (a) GSS shall (i) treat and maintain as confidential and/or privileged all
information,  documents, materials and work product that are, have been or shall
be  generated  or  created  by or  communicated  or  provided  to GSS by Command
relating  to any  activity  undertaken  as  part of  this  Consulting  Agreement
("Confidential   Information")  and  shall  not  reveal  any  such  Confidential
Information,  document, material or work product to any person or utilize any of
them in any way except as directed  or approved by Command and (ii)  require its
employees,   affiliates,   officers,  directors  and  shareholders  to  maintain
confidentiality of such Confidential  Information;  provided,  however, that GSS
may reveal such Confidential Information,  documents,  materials or work product
if required by law pursuant to subpoena or other government  process after prior
written notice to Command and to the extent permitted under the circumstances to
afford  Command an  opportunity  to challenge  such  process at  Command's  sole
discretion and expense. In the alternative,  should Command so direct, GSS shall
undertake to challenge  such process at Command's sole expense;  provided,  that
such challenge is permitted by law under the circumstances.

      GSS  acknowledges  the unique and proprietary  nature of the  Confidential
Information and agrees that Command's  remedies at law for a breach by it of its
obligations  under this paragraph 5 may be inadequate and that Command shall, in
the event of any such breach,  be entitled to seek equitable relief  (including,
without  limitation,  provisional and permanent  injunctive  relief and specific
performance) in addition to any other remedies under this  Consulting  Agreement
or available at law.

      (b) Except as required by applicable  securities  laws,  the parties shall
keep the  terms of this  Consulting  Agreement  (but  not the  existence  of our
consulting  relationship or this Consulting  Agreement) strictly confidential at
all times and neither party shall make any statement  regarding this  Consulting
Agreement  without the advance consent of the other,  which consent shall not be
unreasonably withheld or delayed.

      (c) The trade  names  and  trademarks  "Rudolph  Giuliani,"  or  "Giuliani
Partners  LLC" or  "Giuliani  Security  &  Safety  LLC" or any  similar  mark or
variations or derivations thereof  (collectively,  the "Giuliani Marks"),  shall
not be used by  Command  without  GSS's  prior  written  consent,  and  upon any
termination of this Consulting Agreement, Command shall have no further right to
use or exploit the Giuliani  Marks in any fashion.  Command  shall not by act or
omission use the Giuliani Marks or perform any services  hereunder in any manner
that  tarnishes,  degrades,  disparages  or reflects  adversely  on the Giuliani
Marks,  GSS,  its  affiliates,  or their  business or  reputation  (an  "Adverse
Effect"),  and in the event of any such act or  omission,  or if the  Engagement
otherwise  results in an Adverse  Effect,  GSS shall have the right to terminate
the Engagement and this Agreement.  Except as expressly provided herein, nothing
in this Consulting Agreement shall be deemed to give Command any right, title or
interest in or to any of GSS's trade names, trademarks or service marks.

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      6. Promotional Materials

      Command and GSS agree that each party shall submit to the other party, for
their  respective  review,  all  advertising,  written  sales  promotion,  press
releases, news clippings and other publicity matters relating to this Consulting
Agreement and the strategic  relationship  created hereby or containing language
from which this  Consulting  Agreement or such  relationship  may be inferred or
implied ("Promotional  Materials") and not publish,  disseminate or use any such
Promotional  Materials  without the other party's prior  written  consent,  such
consent not to be unreasonably withheld.

      7. Representations And Warranties of the Parties

      As an inducement to the parties to enter into this  Consulting  Agreement,
each party hereto represent to the other as of the date hereof as follows:

      (a)  Organization,  Authority  and  Qualification.  It  is a  corporation,
partnership or limited  liability  company,  as the case may be, duly organized,
validly  existing  and in good  standing  under  the  laws of the  State  of its
formation  and  has all  necessary  power  and  authority  to  enter  into  this
Consulting  Agreement,  to carry out its obligations hereunder and to consummate
the  transactions  contemplated  hereby.  The  execution  and  delivery  of this
Consulting  Agreement by it, the performance by it of its obligations  hereunder
and the  consummation by it of the  transactions  contemplated  hereby have been
duly authorized by all requisite action. This Consulting Agreement has been duly
executed and  delivered by it, and (assuming  due  authorization,  execution and
delivery by the other parties) this  Consulting  Agreement  constitutes a legal,
valid and binding obligation of it enforceable against it in accordance with its
terms.

      (b) No  Conflict.  (i) The  execution,  delivery and  performance  of this
Consulting Agreement by it do not and will not (A) contravene,  conflict with or
violate its organizational  documents, (B) contravene,  conflict with or violate
any Law applicable to it or by which any of its properties or assets is bound or
affected  or (C) result in any breach of, or  constitute  a default (or an event
that with notice or lapse of time or both would become a default) under, or give
to others any rights of termination, amendment, acceleration or cancellation of,
or result in the creation of a lien on any of its properties or assets  pursuant
to, any note, bond, mortgage,  indenture,  contract,  agreement, lease, license,
permit,  franchise  or  other  instrument  or  obligation,  except  for any such
conflicts,  violations,  breaches,  defaults or other occurrences that would not
adversely  affect or materially  delay its ability to carry out its  obligations
under,  and to consummate  the  transactions  contemplated  by, this  Consulting
Agreement.

      (ii) The execution,  delivery and performance of this Consulting Agreement
by it do not and will not require any consent, approval, authorization or permit
of, or filing with or notification to, any governmental entity, except where the
failure to obtain such consents,  approvals,  authorizations  or permits,  or to
make such filing or  notifications,  would not  adversely  affect or  materially
delay its ability to carry out its  obligations  under,  and to  consummate  the
transactions contemplated by, this Consulting Agreement.

      (c) Absence of Litigation.  As of the date of this  Consulting  Agreement,
there  is no  action  pending  or,  to its  knowledge,  threatened,  before  any
governmental  entity  or any  tribunal  that  seeks  to  delay  or  prevent  the
consummation of the transactions contemplated by this Consulting Agreement.

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<PAGE>

      8. Indemnification and Related Matters

      (a) Command agrees to indemnify GSS and GP, any controlling  person of GSS
or GP and each of their respective partners, shareholders,  directors, officers,
employees,  agents,  affiliates and  representatives  (each, a "GSS  Indemnified
Party") and hold each of them harmless against any actions,  judgments,  claims,
losses,  damages,  expenses,  liabilities,  joint or  several,  to which any GSS
Indemnified Party may become liable, directly or indirectly,  arising out of, or
relating to, the  Engagement  or this  Consulting  Agreement,  including but not
limited to reimbursement  for all GSS or GP fees, costs,  reasonable  attorney's
fees and  disbursements  and  defense or other  costs  associated  with any such
actions, judgments or claims, unless and until it were to be finally adjudicated
that such liabilities  resulted from the gross negligence or willful  misconduct
of any GSS  Indemnified  Party.  Command  further  agrees to reimburse  each GSS
Indemnified  Party   immediately  upon  request  for  all  expenses   (including
reasonable attorneys' fees and expenses) as they are incurred in connection with
the investigation of, preparation for, defense of, or providing evidence in, any
action, claim, suit proceeding or investigation, directly or indirectly, arising
out of, or relating  to, this  Consulting  Agreement or the  Engagement.  In the
event that a GSS  Indemnified  Party is  requested  or  required  to appear as a
witness in any action brought by or on behalf of or against  Command,  or any of
their  affiliates  in  which  such  GSS  Indemnified  Party  is not  named  as a
defendant,  Command agrees to reimburse GSS or GP for all out-of-pocket expenses
incurred by it in connection  with such GSS  Indemnified  Party's  appearing and
preparing  to appear  as such a  witness,  including,  without  limitation,  the
reasonable fees and disbursements of its legal counsel.

      (b) GSS agrees to indemnify Command, any controlling person of Command and
each of their respective partners, shareholders, directors, officers, employees,
agents, affiliates and representatives (each, a "Command Indemnified Party") and
hold each of them  harmless  against any  actions,  judgments,  claims,  losses,
damages,  expenses,   liabilities,  joint  or  several,  to  which  any  Command
Indemnified Party may become liable, directly or indirectly,  arising out of, or
relating  to, the  Engagement  or this  Consulting  Agreement  and solely to the
extent  directly  and  proximately  caused by the gross  negligence  or  willful
misconduct  of GSS or GP (or any of  their  respective  partners,  shareholders,
directors,  officers,  employees, agents, affiliates and representatives) during
the Term,  including but not limited to reimbursement for all of Command's fees,
costs,  reasonable  attorney's fees and disbursements and defense or other costs
associated with any such actions,  judgments or claims, unless and until it were
to be  finally  adjudicated  that  such  liabilities  resulted  from  the  gross
negligence or willful  misconduct of any Command  Indemnified Party. GSS further
agrees to reimburse each Command  Indemnified Party immediately upon request for
all expenses  (including  reasonable  attorneys'  fees and expenses) as they are
incurred in connection with the investigation  of,  preparation for, defense of,
or providing  evidence in, any action,  claim, suit proceeding or investigation,
directly  or  indirectly,  arising  out of,  or  relating  to,  this  Consulting
Agreement or GSS's services hereunder.  Moreover, in no event, regardless of the
legal  theory  advanced,  shall GSS be liable for any  consequential,  indirect,
incidental,  punitive or special  damages of any nature.  In no event shall GSS'
liability  (whether  direct,  indirect,   contract  or  otherwise)  directly  or
indirectly  relating to or in connection with this Consulting  Agreement  exceed
the fees received by GSS from Command  during the months that any such liability
of GSS under this paragraph arose. In the event that a Command Indemnified Party
is requested  or required to appear as a witness in any action  brought by or on
behalf of or against  GSS,  or any of their  affiliates  in which  such  Command
Indemnified  Party is not named as a defendant,  GSS agrees to reimburse Command
for all  out-of-pocket  expenses  incurred by it in connection with such Command
Indemnified  Party's  appearing  and  preparing  to  appear  as such a  witness,
including,  without  limitation,  the reasonable fees and  disbursements  of its
legal counsel.

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<PAGE>

      (c) Each party agrees that, without the prior written consent of the other
party  hereto,  that such party will not  settle,  compromise  or consent to the
entry of any judgment in or otherwise seek to terminate any claim, action, suit,
proceeding or investigation in respect of which  indemnification could be sought
hereunder  (whether or not GSS, GP, Command or any other indemnified party is an
actual  or  potential  party  to  such  claim,  action,   suit,   proceeding  or
investigation),  unless (i) such settlement,  compromise, consent or termination
includes an unconditional release of each indemnified party from any liabilities
arising out of such claim action, suit, proceeding or investigation and (ii) the
parties agree that the terms of such settlement shall remain confidential.

      (d) Command shall be solely  responsible  for the performance of Command's
services  and  products.  Any  representation  or covenant,  whether  express or
implied,  given by Command to any customer or third party  regarding the Command
services and products shall be the sole  responsibility of Command,  and neither
GSS nor GP  shall be  liable  for,  and each of GSS and GP shall be  indemnified
against in accordance  with paragraph 8(a) (without  regard to any exceptions or
limitations  contained  in such  paragraph),  any  failure  to comply  with such
representation or covenant.

      9. No Other Consulting Agreements

      Neither GSS nor any of its  affiliates  has entered into,  nor shall it or
any of them enter into any  consulting,  partnership,  joint  venture or similar
agreement or  arrangement  with any other party that is a direct  competitor  of
Command; provided,  however, that nothing in the foregoing shall prohibit GSS or
any of its affiliates from entering into any agreement or arrangement with (i) a
parent or other affiliate of any direct competitor of Command that is not itself
such a direct  competitor  (so long as the services to be  performed  under such
agreement  will not be rendered to any such direct  competitor) or (ii) a direct
competitor if such agreement or arrangement is not substantially  related to the
business of such party that is in direct competition with Command. Except as set
forth in the preceding  sentence,  nothing in this  Consulting  Agreement  shall
prevent GSS from entering into consulting  agreements or arrangements with other
parties for any purpose,  so long as GSS is not prevented by any such  agreement
or arrangement  from performing its obligations  hereunder.  During the Term, in
any circumstance in which GSS or GP either have the authority to retain,  or the
opportunity  to recommend  to a client or other third party that they retain,  a
security  guard firm for  services of a kind  customarily  performed  by Command
within a  geographic  area  customarily  serviced  by Command and at fair market
pricing,  GP shall retain or  recommend  Command for such  assignment,  it being
understood  and agreed that where GSS or GP do not have the exclusive  authority
and discretion to retain the relevant  security guard firm,  this covenant shall
not be deemed breached merely because the client or other third party decides to
retain some other firm than Command.

      10.  Modification  of  Consulting  Agreement;  Non-Assignability;   Entire
Consulting Agreement

      (a) This  Consulting  Agreement may not be changed or altered  except in a
writing duly executed by an authorized agent of both parties hereto.

      (b) Neither party may assign any of its rights or  obligations or delegate
any of its duties  under this  Consulting  Agreement  without the prior  written
consent of the other party.

      (c)  There  have  been  no  representations,   inducements,   promises  or
agreements  of any kind that have been made by either  party,  or by any  person
acting on behalf of either party,  which are not embodied within this Consulting
Agreement.  This Consulting  Agreement  constitutes the entire understanding and
agreement  between the parties  with  respect to the subject  matter  hereof and
supersedes all prior agreements and undertakings, both written and oral, between
the parties with respect to the subject matter hereof.

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      11. Independent Contractor Status

      In  connection  with  this  Consulting  Agreement,  GSS  is  acting  as an
independent  contractor  and not in any  other  capacity,  and does not have any
authority to act as an agent for, or otherwise  bind  Command.  No  partnership,
joint  venture or similar  legal  relationship  between GSS or Command  shall be
created or implied by this Consulting Agreement.

      12. Governing Law

      All aspects of the relationship created by this Consulting Agreement shall
be governed by and  construed  in  accordance  with the laws of the State of New
York  applicable to contracts made and to be performed  therein,  without giving
effect to any  conflict of rule law or  principle  that would give effect to the
laws of another jurisdiction.

      13. Cumulative Remedies

      The rights and  remedies  granted by this  Consulting  Agreement to either
party will not be deemed to  prohibit  either  party from  exercising  any other
rights or remedies provided under this Consulting Agreement or by law or equity.

      14. Costs and Attorneys' Fees

      Save as expressly otherwise provided in this Consulting Agreement, each of
the parties shall bear its own legal,  accountancy and other costs,  charges and
expenses connected with the negotiation,  preparation and implementation of this
agreement  and  any  other  agreement  incidental  to or  referred  to  in  this
Consulting  Agreement.  All  costs  and  expenses  incurred  by a  party  in any
arbitration  or action to enforce this  Consulting  Agreement  shall be borne by
such party  (including  attorneys'  fees and  expert  costs),  unless  otherwise
determined by the arbitrator or other tribunal, as applicable, provided that the
parties shall split evenly any filing fees or arbitrators fees.

      15. No Third Party Beneficiaries

      Except with respect to obligations to GSS Indemnified  Parties and Command
Indemnified  Parties  pursuant to  paragraph  8, this  Consulting  Agreement  is
intended for the benefit only of the parties  hereto and not any other person or
entity.

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      16. Arbitration

      (a) Any dispute,  controversy  or claim arising out of or relating to this
Consulting  Agreement  or the breach,  termination,  enforceability  or validity
hereof shall be heard and  determined  by  arbitration  in  accordance  with the
Commercial  Arbitration  Rules  of the  American  Arbitration  Association  (the
"AAA").  The number of  arbitrators  shall be three.  Each party shall select an
arbitrator  from the list of names submitted to the parties by the AAA, and such
two  arbitrators  shall appoint the third  arbitrator.  The place of arbitration
shall be the City of New York.

      (b) No  provision  of or the  exercise of any rights under this Section 16
shall  limit  the  right of any  party to  request  and  obtain  from a court of
competent  jurisdiction  in the City of New York  (which  shall  have  exclusive
jurisdiction for purposes of this paragraph 16) provisional remedies and relief.
Each of the parties hereby submits unconditionally to the exclusive jurisdiction
of the state and federal  courts located in the City of New York for purposes of
this  provision,  waives and agrees not to assert  objection to the venue of any
proceeding  in any such court or that any such court  provides  an  inconvenient
forum and  consents to the  service of process  upon it in  connection  with any
proceeding  instituted under this paragraph 15(b) in the same manner as provided
for the giving of notice hereunder.

      17. Survival and Interpretation

      All  paragraphs  herein  relating to  compensation,  expenses,  ownership,
representations and warranties, actions, limitation on damages, confidentiality,
indemnification,   arbitration,   survival,   binding  nature,   assignment  and
delegation,  non-solicitation,  interpretation,  governing law, and jurisdiction
and venue  shall  survive  the  expiration  or  termination  of this  Consulting
Agreement.  In the event of any conflict,  ambiguity,  or inconsistency  between
this  Consulting  Agreement and any exhibit hereto,  this  Consulting  Agreement
shall govern and control.

      18. Execution of the Consulting Agreement and Signatures

      Your  signature  below on the indicated  enclosed copy of this  Consulting
Agreement  is your  representation  that you are  authorized  to enter into this
Consulting Agreement and to agree to the terms hereof on behalf of Command. This
Consulting Agreement shall be binding on all parties and their respective heirs,
successors and permitted assigns.

                                     * * * *

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<PAGE>

      If the foregoing correctly reflects our mutual understanding and agreement
with respect to the terms of this Consulting Agreement set forth herein,  please
so confirm by executing  and  delivering  the enclosed  copy of this  Consulting
Agreement to the  undersigned,  and upon the  Effective  Date,  this  Consulting
Agreement  shall become a binding  agreement  upon Command and GSS in accordance
with its terms.

                                                  Very truly yours,

                                                  GIULIANI SECURITY & SAFETY LLC

                                                  By: _______________________
                                                  Name: ____________________
                                                  Title: _____________________

ACCEPTED AND AGREED:

COMMAND SECURITY CORPORATION

By: _______________________
Name: _____________________
Title: ______________________

Date:  _____________________


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