EXHIBIT 10.42


                        THE CIT GROUP/BUSINESS CREDIT, INC.        212 382-7000
                        1211 Avenue of the Americas
                        New York, NY 10036
                        February 2, 2005


[LOGO OMITTED]

                           WAIVER AND AMENDMENT LETTER

COMMAND SECURITY CORPORATION
Route 55, Lexington Park
LaGrangeville, New York 12540

We refer to the  Financing  Agreement  between us dated  December 12,  2003,  as
amended (the "Financing Agreement").  Further reference is made to the Notice of
Default/Reservation  of Rights letter dated  September 2, 2004 sent by us to you
(herein the "Notice of Default").  Capitalized  terms used herein and defined in
the Financing Agreement shall have the same meanings as set forth therein unless
otherwise specifically defined herein.

You have  advised us that you are in  violation  of the  financial  covenant set
forth in Section 7,  Paragraph  7.10 of the  Financing  Agreement as a result of
your failure to maintain a Fixed Charge  Coverage  Ratio as more fully set forth
in Section 7 for the months of August  2004,  September  2004,  October 2004 and
November  2004.  You have  further  advised us that as a result of GCM  Security
Partners acquiring the stock of the Company (i) William Vassell is no longer the
chairman of the Board of Directors  and Chief  Executive  Officer of the Company
and (ii) Graeme Halder is no longer the Chief Financial  Officer of the Company.
Barry  Regenstein has replaced both of such individuals and is the current Chief
Financial Officer and Chief Operating Officer.

This  letter  is to  confirm  that we  hereby  waive  compliance  with  (a) said
financial  covenant  solely with respect to such fiscal periods and (b) Sections
10.1(i) and (j) and Section 7.14 of the Financing  Agreement with respect to the
change in the ownership and  management of the Company,  and to further  confirm
that (i) the failure to comply with said  financial  covenant  and change in the
management and stock ownership of the Company shall not constitute Defaults
<PAGE>

and/or Events of Default under the Financing Agreement, and (ii) we hereby waive
any and all rights we may have to accelerate any of the Obligations and exercise
any other remedies against you or the Collateral as a result thereof.

In addition, we hereby (i) rescind and revoke the Notice of Default effective as
of February 1, 2005 and (ii)  confirm  that we shall cease  charging the Default
Rate of Interest effective as of January 1, 2005.  Commencing on January 1, 2005
we shall charge  interest in accordance  with the  applicable  provisions of the
Financing Agreement.

In addition, effective as of February 1, 2005, the Financing Agreement shall be,
and hereby is, amended as follows:

(a) The  following  definitions  shall be added to  Section  1 of the  Financing
Agreement in the proper alphabetical order:

      "GCM GROUP" shall mean GCM Security  Partners LLC and all of its partners,
      members and/or equity holders.

      "GEMINI"  shall mean  Simpson,  Herbert &  Associates  LLC,  D/B/A  Gemini
      Security Services, a New Jersey limited liability company.

      "GEMINI  ASSIGNMENT  AGREEMENT"  shall  mean  the  Assignment  of  Service
      Agreement  Non-Employer of Record,  dated February 4, 2005 , among Gemini,
      the Company and CIT.

      "GEMINI  RECEIVABLES"  shall mean the Trade Accounts  Receivable of Gemini
      that are subject to the Gemini Service  Agreement and to which the Company
      has a valid,  first  priority  security  interest  which it has,  in turn,
      assigned to CIT.

      "GEMINI SERVICE  AGREEMENT" shall mean the Service Agreement  Non-Employer
      of Record, dated February 4, 2005, as amended,  among the Company,  Gemini
      and William Casey.

(b) The definition of "Eligible Accounts  Receivable"  contained in Section 1 of
the Financing  Agreement  shall be, and hereby is,  amended by deleting the word
"and" in the first sentence thereof where it appears  preceding  "(xv)",  and by
adding the following  text  immediately  preceding the period at the end of such
definition:
<PAGE>

      "; and (xvi)  with  respect  to Gemini  Receivables,  the  Gemini  Service
      Agreement and Gemini Assignment shall be in full force and effect provided
      that amounts deemed  eligible  hereunder  shall not exceed $300,000 in the
      aggregate at any time."

(c) Section 7,  Paragraph 7.10 of the Financing  Agreement  shall be, and hereby
is, amended in its entirety to read as follows:

      "Until   termination   of  this   Financing   Agreement  and  payment  and
      satisfaction in full of all Obligations hereunder, the Company will, as of
      the last day of each month,  maintain a Fixed Charge Coverage Ratio of not
      less than 1.10:1:00.  The Fixed Charge Coverage Ratio shall be calculated,
      as of any date of  determination,  based upon the  preceding  twelve  (12)
      months,  provided  that (i) such ratio shall be  calculated as of December
      31,  2004 for the one (1) month  period  then  ended and (ii) prior to the
      completion of the first twelve (12) months following December 1, 2004 such
      calculation  shall be based on the number of full  calendar  months  since
      December 1, 2004 with such results to be cumulative for such period."

(d) Sections 10.1(i) and (j) shall be and each hereby is amended in its entirety
to read as follows:

      "(i) the Chief  Financial  Officer and/or Chief  Operating  Officer of the
      Company  resigns  and  such  position  is not  filled  with a  replacement
      reasonably satisfactory to CIT within thirty (30) days thereafter."

      "(j) If at any time the Continuing  Directors cease to constitute at least
      a  majority  of the  members  of the  Company's  Board of  Directors.  For
      purposes of this section, the Company's "Continuing  Directors" shall mean
      Messrs.  Bruce Galloway,  Peter Kikis,  Thomas Kikis, Robert Ellin, Martin
      Wade and Martin Blake."

(e)  Section  10.1 shall be and hereby is  amended  by the  addition  thereto of
clause "(n)" as follows:

      "(n) at any time the Gemini  Receivables form a part of the Borrowing Base
      the Gemini Service Agreement or Gemini


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<PAGE>

      Assignment Agreement shall be terminated or not otherwise be in full force
      or effect,  or Gemini,  the Company or any other party thereto (other than
      CIT) shall  breach any  warranty,  representation  or  covenant  contained
      therein."

(f) Section 12.6 of the Financing  Agreement shall be, and hereby is, amended to
provide that notices to the Company  under clause "(B)" thereof shall be sent to
Barry Regenstein, Chief Operating Officer and Chief Financial Officer.

(g) The  definition of  "Collateral"  as set forth in Section 1 of the Financing
Agreement shall be, and hereby is, and hereby is amended by the addition thereto
of "the Gemini Service  Agreement and the Gemini  Receivables",  and the Company
hereby confirms that it has collaterally  assigned to, and hereby grants to CIT,
a  security  interest  in and lien upon the  Gemini  Service  Agreement  and all
present and future Gemini Receivables.

(h) Section 6.1 of the  Financing  Agreement  shall be, and hereby is amended by
the deletion  therefrom after clause "(f)" of the word "and",  and the insertion
of the phrase  "Gemini  Receivables  and the Gemini Service  Agreement;  and" as
clause "(g)" and relettering existing clause "(g)" as clause "(h)".

(i) Section 7.14 of the Financing  Agreement shall be, and hereby is, amended in
its entirety to read as follows:

      "7.14.  Any  replacement  of the  Chief  Financial  Officer  and/or  Chief
      Operating Officer of the Company shall be reasonably  satisfactory to CIT.
      "

(j) In addition, the Company and CIT agree that the Gemini Service Agreement and
the  Gemini  Receivables  are to be  treated  in a  similar  fashion  under  the
Financing Agreement as the TBV Service Agreement and the TBV Receivables, and in
furtherance  thereof it is hereby  mutually agreed that all references to "TBV",
"TBV Service  Agreement" and "TBV Receivables" shall be amended to also refer to
and include "Gemini",  "Gemini Service Agreement" and "Gemini  Receivables",  as
the case may be, including but not limited to the following:

      (1) the  definition  of  "Accounts"  shall be, and  hereby is,  amended by
      adding the phrase "Gemini Receivables and"


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<PAGE>

      immediately  prior to the  phrase  "TBV  Receivables"  on the  third  line
      thereof;

      (2) the definition of "Eligible Accounts Receivables" shall be, and hereby
      is, amended by adding the phrase "or Gemini"  immediately after the phrase
      "TBV" in clause "(v)" thereof;

      (3) the definition of "Eligible  Unbilled Accounts  Receivables" shall be,
      and hereby is,  amended by adding the phrase "and the Gemini  Receivables"
      immediately after the phrase "TBV Receivables" in the parenthetical on the
      second line thereof;

      (4) the  definition  of "Permitted  Encumbrances"  shall be, and hereby is
      amended  by adding  the  phrase  "and/or  the  Gemini  Service  Agreement"
      immediately  after the phrase "TBV Service  Agreement" as contained in the
      parenthetical in clause "(g)" thereof;

      (5) the definition of "Trade Accounts  Receivable" shall be, and hereby is
      amended by deleting the word "and" in the first sentence  thereof where it
      appears  preceding  "(b)",  and by adding the  phrase  "and (c) the Gemini
      Receivables" at the end thereof just prior to the period;

      (6)  Section  3.2 of the  Financing  Agreement  shall be,  and  hereby is,
      amended by adding the phrase "or  Gemini's"  after the phrase  "TBV's" and
      prior to the phrase "customers" on the eleventh line thereof;

      (7)  Section  3.3 of the  Financing  Agreement  shall be,  and  hereby is,
      amended as follows:

            (x) by adding the  phrase  "and the  Gemini  Receivables"  after the
            phrase  "TBV  Receivables"  in the  parenthetical  on the third line
            thereof;  (y) by adding the phrase "and/or  Gemini" after the phrase
            "TBV" on the  third  line  thereof;  and (z) by  adding  the  phrase
            "and/or the Gemini  Receivables as the case may be" after the phrase
            "TBV Receivables" in the parenthetical on the fourth line thereof.


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<PAGE>

      (8)  Section  6.10 of the  Financing  Agreement  shall be,  and hereby is,
      amended as follows:

            (x) by adding the phrase "or the Gemini Service Agreement" after the
            phrase "TBV Service  Agreement" on the second line  thereof;  (y) by
            adding the phrase  "and/or the Gemini Service  Agreement"  after the
            phrase "TBV Service  Agreement on the fourth;  and (z) by adding the
            phrase "and/or Gemini, as the case may be" after the phrase "TBV" on
            the last line thereof.

      (9) Section 7.6 of the Financing  Agreement shall be and hereby is amended
      by adding the phrase  "or Gemini (in  respect of the Gemini  Receivables)"
      after the phrase "TBV (in respect of the TBV Receivables)".

      (10)  Section  7.8 of the  Financing  Agreement  shall be,  and hereby is,
      amended by adding the phrase "and the other parties to the Gemini  Service
      Agreement  have  complied  with  all  the  terms  of  the  Gemini  Service
      Agreement"  after  the  phrase  "the  other  parties  to the  TBV  Service
      Agreement  have complied with all terms of the TBV Service  Agreement" and
      prior to the parenthetical at the end of such Section.

      (11) Section  7.9(g) of the Financing  Agreement  shall be, and hereby is,
      amended by adding the phrase "and to Gemini,  pursuant to the terms of the
      Gemini Service  Agreement" after the phrase "to TBV, pursuant to the terms
      of the TBV Service Agreement" on the last line thereof.

(k)  Notwithstanding  any  provision to the contrary  contained in the Financing
Agreement,  until we notify you to the contrary (which notice may be given by us
at any time in our sole  discretion),  it is hereby mutually agreed that any and
all  payments,  remittances  and/or  collections  from  Delta  Airlines  ("Delta
Collections") shall be paid directly to the Company,  and shall not be deposited
into  CIT's  lockbox  or  collection  accounts  maintained  under the  Financing
Agreement  or  otherwise  turned  over or paid  to CIT  for  application  to the
Company's Obligations under the Financing Agreement.  Until we notify you to the
contrary  hereunder,  all such Delta  Collections  shall be  retained by you and
deposited  into  the  Company's  operating  bank  account.  Notwithstanding  the
foregoing arrangement,  the Delta Collections and the Accounts due and to become
due from Delta Airlines giving rise to such Delta Collections are, and shall, at
all times continue to be, subject to our security interest,  lien and all of our
rights under the Financing Agreement.  You agree to notify Delta Airlines of the
arrangements between us and take all other actions reasonably requested by us to
implement such arrangements.  You shall not be responsible for, nor shall you be
in default under the Financing  Agreement as a result of, Delta Airlines failure
to comply with our  arrangement,  provided  that (x) you have  complied with our
requests  hereunder  and (y) we may,  in our sole  discretion,  return  to Delta
Airlines any and all Delta Collections received by us after February 28, 2005.


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<PAGE>

Notwithstanding   any   provision  to  the  contrary   contained   herein,   the
effectiveness  of all terms and  provisions of this Waiver and Amendment  Letter
pertaining  solely the  inclusion of Gemini  Receivables  in the  definition  of
Eligible  Accounts  Receivable and CIT making loans and/or advances against such
Gemini  Receivables  shall be conditioned upon (A) the execution and delivery to
CIT by the Company,  Gemini and William Casey of the Gemini Assignment Agreement
including  but not limited to Gemini's  acknowledgment  thereof  together with a
copy of the executed  Gemini  Service  Agreement  and all other  agreements  and
documents  requested by CIT  including but not limited to  authorizing  board of
directors  resolutions  (all in form and substance  satisfactory to CIT) and (B)
completion to CIT's satisfaction of all lien searches and filings (including but
not limited to the recording of all UCC financing  statements  requested by CIT)
against the Company and Gemini.

In  consideration  of (i) our execution of this Waiver and Amendment  Letter you
agree to (x) pay to us an Accommodation Fee of $10,000 and (y) reimburse us upon
demand for all  Out-of-Pocket  Expenses  incurred by us in connection  with this
Waiver and Amendment  Letter and the transactions  contemplated  herein and (ii)
the  preparation  of this  Waiver and  Amendment  Letter by our  in-house  legal
department and facilities you agree to pay to us a Documentation Fee of $405.00.
Such fees and  expenses  shall be due and payable on the date hereof and may (at
our option) be charged to your  Revolving  Loans Account on the  respective  due
dates thereof.

Except to the extent set forth  herein,  no other waiver of, or change in any of
the terms,  provisions or  conditions of the Financing  Agreement is intended or
implied.  Except  to the  extent  set forth  herein,  this  agreement  shall not
constitute a waiver of any other  existing  Defaults or Events of Default  under
the Financing  Agreement (whether or not we have knowledge  thereof),  and shall
not constitute a waiver of any future Defaults or Events of Default whatsoever.


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<PAGE>

If the  foregoing is in accordance  with your  understanding  of our  agreement,
kindly so indicate by signing and returning the enclosed copy of this letter.

                                        Very truly yours,

                                        THE CIT GROUP/BUSINESS
                                        CREDIT, INC.


                                        By: ____________________________________
                                        Name: __________________________________
                                        Title: _________________________________

Read and Agreed to:

COMMAND SECURITY CORPORATION


By: ____________________________________
Name: __________________________________
Title: _________________________________


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