**CODE
      OF BUSINESS CONDUCT AND ETHICS**




**INTRODUCTION**




It
      is the
      policy and commitment of Command Security Corporation and all of its
      subsidiaries (“Command Security,” or the “Company”) to adhere to the highest
      standards of integrity and business ethics in the operation of our Company.
      These standards are set forth in the pages that follow and are reflected in
      the
      character and the conduct of our employees. We urge you to become thoroughly
      familiar with the contents of this booklet—the Command Security Code of Business
      Conduct and Ethics (which is sometimes referred to simply as the “Code”)—and to
      use it as a guideline in the performance of your responsibilities for the
      Company. We also encourage you to seek assistance either from your supervisor
      or
      from the Human Resources Department when a question or concern arises with
      respect to any matter addressed in this material.




This
      booklet is divided into four sections, each of which contains specific guidance
      with respect to Company conduct. As you will see, these sections can be
      summarized in the following general principles, which should guide each of
      us in
      the performance of our day-to-day business responsibilities:




•
Avoid
      outside activities or influences which conflict with the best interests of
      the
      Company or impair the performance of your work responsibilities;


•
Conduct
      business in accordance with the letter, spirit and intent of applicable laws,
      regulations and policies;


•
      Maintain confidentiality of customer, employee and Company
      information;


•
Be
      honest and trustworthy in your relationships with customers, suppliers, fellow
      employees, management, stockholders and the general public;


•
Provide
      service of the highest quality;


•
Refrain
      from using the Company’s resources and reputation for personal
      gain;


•
Be
      economical in using Company resources.




These
      principles are fundamental to the operation of every quality enterprise. If
      they
      appear obvious, it is because they make common sense to anyone who takes pride
      in the performance of his or her job for the Company.




The
      Company may change and update this Code, as necessary, to address specific
      requirements relating to various functions and areas of responsibility. This
      Code may also be supplemented from time to time by separate communications
      regarding specific regulatory developments or other matters.




The
      last
      page of this booklet contains a statement of understanding and compliance,
      which
      must be signed and returned to the Human Resources Department. The statement
      simply says that you have read the Code of Business Conduct and Ethics and
      have
      adhered to the principles and policies contained in the booklet for the fiscal
      year just ended, and will do so in the future.




Each
      employee is required to sign and return the statement. If you believe that
      you
      cannot, in good faith, sign the statement, you must advise your supervisor
      or
      the Human Resources Department, or our Director of Compliance, of the reason(s)
      you believe you are unable to do so.









TABLE
      OF
      CONTENTS




PageI.
            CONFLICTS
                OF INTEREST
            4A.
            Gifts
                and Gratuities
            4B.
            Meals
                and Entertainment
            5C.
            Outside
                Employment
            5D.
            Personal
                Financial Interests
            6E.
            Purchase
                of Goods and Services
            6F.
            Political
                Contributions
            7II.
            CONFIDENTIAL
                INFORMATION
            7A. 
                Confidential Information
            7B. 
                Securities Trading Policy
            8C. 
                Media Disclosure
            8III.
            RECORDS,
                PRACTICES, PROPERTY AND ADHERENCE TO LAW
            9A. 
                Company Data, Records, Reports and Financial Practices
            9B. 
                Company Funds and Property
            9C. 
                Adherence to Applicable Law
            9IV.
            COMPETITION
            9A. 
                Compliance with Antitrust Laws
            9B. 
                Fair Methods of Competition
            10V.
            COMPLIANCE
              WITH THE CODE
            10A.
              Responsibility for Compliance
            10B.
              Reporting
              Violations
            10C.
              Investigating and Resolving Concerns
            11D.
              Questions
            12E.
              Certification
            12Employee
              Statement
            13









**I.
      CONFLICTS OF INTEREST**




Command
      Security respects the right of its employees to engage in activities outside
      of
      their employment, which do not conflict with the business of the Company and
      which do not draw direct or indirect benefits from the Company. Conflicts of
      interest arise when the personal interests of an employee (including members
      of
      the employee’s immediate family) are inconsistent with the responsibilities of
      his or her employment. For these purposes, your immediate family would include
      your spouse and minor children and any other relative or person who lives in
      your home, and includes common-law or domestic partners. Examples of conflicts
      of interest include any activity, interest or association that might influence,
      or even appear to influence, the independent exercise of an employee’s judgment
      in making a decision or taking an action which is in the best interests of
      the
      Company, its stockholders and the public. The following categories cover the
      most common situations (but by no means all situations) in which a conflict
      of
      interest may arise.




**A.
      Gifts and Gratuities**




Employees,
      including members of their immediate families, should not request or accept
      any
      gift, rebate, kickback, compensation or remuneration of any kind (whether in
      the
      form of cash, property, services or payment of expenses) from any organization
      or individual which supplies to, purchases from or competes with the Company,
      or
      from any organization or individual with which the Company does or is likely
      to
      do business.




This
      prohibition does not apply to routine two-way exchanges of normal business
      courtesies, which might reasonably be expected to be exchanged in the ordinary
      course of business. Thus, in certain cases, because of protocol or courtesy,
      it
      may be appropriate to accept an unsolicited gift of nominal value. As a general
      guideline for helping you to determine whether any particular gift,
      entertainment or other benefit is appropriate, you should consider whether
      it
      would be considered extravagant or excessive or whether a disinterested third
      party might infer that it could affect your judgment. If so, the gift,
      entertainment or other benefit should not be accepted. The receipt of gratuities
      such as gifts or entertainment of more than nominal value, money, loans,
      vacations, airline tickets or hotel accommodations is prohibited. Under no
      circumstances whatsoever should any Command Security employee accept cash gifts
      from any supplier or vendor of goods or services to the Company. If a gift
      or
      gratuity such as those described is received, it should be promptly returned
      with a polite note explaining that it is contrary to Company policy to accept
      it. Similarly, it is also against the Company’s policy, and in many instances a
      violation of law, for payments or gifts to be made or offered by any employee
      to
      influence any decision to be made or action to be taken in securing or
      transacting Company business with another individual or
      organization.




A
      more
      detailed discussion including specific guidelines for the giving or acceptance
      of gifts by Company employees is set forth in the Company’s Legal Compliance
      Manual. No gift may be given or received except in accordance with those
      guidelines or with the prior approval of our Director of Compliance. If you
      receive any gift, entertainment or other benefit which does not comply with
      the
      Company’s policy, or are unsure whether it complies, it should be reported in
      writing to the Company’s Human Resources Department, which, in consultation with
      our Director of Compliance, may choose to accept the gift on behalf of the
      Company, determine that it is appropriate for you to keep the gift, or require
      that the gift be returned. The issue of gifts and gratuities also has
      significant legal implications when the government or a governmental agency,
      either within or outside the U.S., is involved, and serious consequences can
      result from mishandling these relationships. The Company’s Prohibition of Gifts
      and Gratuities and Other Legal Acts Policy sets forth state-specific laws and
      regulations for the giving of gifts, gratuities or other things of value in
      those states in which we have lottery contracts. It is your responsibility
      to
      become familiar with this Policy, as supplemented from time to time, as it
      relates to your position with the Company.




If
      you
      have any concerns or questions regarding the giving or acceptance of gifts
      or
      gratuities, we urge you to contact our Human Resources Department or the
      Director of Compliance.




4




**B.
      Meals and Entertainment**




As
      part
      of the performance of an employee’s responsibilities, providing or accepting
      meals and refreshments which are business-related, are reasonable, and are
      normally exchanged in the ordinary course of business is permitted as an
      exchange of normal business courtesies. However, acceptance of such meals or
      other amenities is prohibited when the employee has, or should have, any reason
      to believe that the offer is made with the intent to improperly influence the
      employee in the performance of his or her responsibilities for the
      Company.




The
      solicitation of entertainment from an individual or organization through special
      events such as sporting events, social dinner meetings or other social events
      is
      not to be used or even suggested as a prerequisite for that individual or
      organization to do business with the Company. However, such entertainment may
      occasionally be accepted or extended by employees when appropriate for business
      objectives and when such entertainment has been or is likely to be mutually
      extended during the course of the business relationship. Elaborate
      entertainment, such as overnight or weekend trips, is not to be extended by
      or
      accepted by Company employees.




**C.
      Outside Employment**




Any
      outside employment or business activities engaged in by employees must not
      conflict with, or appear to conflict with, or interfere with, the employee’s
      ability to properly perform his or her work at the Company. Employees may not
      perform work or services for, or have any independent business relationship
      with, any individual or organization which supplies to, purchases from or
      competes with the Company, unless specifically approved in advance, in writing,
      by the Executive Committee of the Company’s Board of Directors.




The
      solicitation or performance of any outside work for personal gain during Company
      working hours is prohibited. The performance of certain charitable activities
      may be permissible during working hours with the prior approval of the
      employee’s supervisor.




5


**D.
      Personal Financial Interests**




A
      conflict with the interests of the Company arises when an employee, or a member
      of the employee’s immediate family, holds a substantial investment or other
      financial interest in any organization which supplies to, purchases from or
      competes with the Company. Any such financial interest is prohibited unless
      specifically approved in advance, in writing, by the Director of Compliance.
      Such a prohibited financial interest might arise, by way of example,
      through:




•
      Ownership of stock or other equity securities, partnership interests,
      participation rights or other proprietary interests, or debt or debt
      securities.


•
Receipt
      of remuneration, commissions, or brokerage, finders, consulting or advisory
      fees.


•
Holding
      office, serving on a Board of Directors, or otherwise participating in
      management.


•
      Borrowing money (other than loans from banks or other commercial lending
      institutions in the usual manner in the ordinary course of such institutions’
business).


•
      Ownership of any interest in, or any dealing in, real estate, equipment,
      materials or property where the opportunity for such investment is presented
      to
      the employee solely or substantially as a result of his or her position with
      the
      Company or where the individual stands to gain financially due to his or her
      position with the Company, whether or not such activities are detrimental to
      the
      Company’s best interests.




Certain
      types of financial interests will generally not be considered substantial or
      material, such as ownership of less than one-half of one percent (0.5%) of
      any
      publicly traded class of stock, debt or other securities. Investments in mutual
      funds or similar investment vehicles in which you do not directly influence
      the
      selection, sale, or purchase of a particular security will not typically present
      the same likelihood of a conflict of interest as a direct investment, and are
      generally permissible.




**E.
      Purchase of Goods and Services**




Each
      year
      the Company spends millions of dollars in the purchase of goods and services
      from outside vendors and suppliers. All Company employees involved in the
      process of purchasing such goods and services should be objective and impartial
      when making purchasing-related decisions. To remain fair and impartial in making
      decisions, employees involved in these processes should:




•
Follow
      established policies and procedures for all steps of the purchasing
      process.


•
Not
      engage in “backdoor selling” when doing business with vendors and suppliers.
      Backdoor selling occurs when vendors and suppliers circumvent established
      procedures and attempt to work directly with requisitioners and to influence
      purchasing decisions.


•
As
      already discussed in detail, neither seek nor accept gratuities, favors or
      other
      payments from vendors or suppliers as an inducement to do business.


•
Not
      use
      Company funds to make personal purchases.




From
      time
      to time, situations may arise where an immediate family member or other relative
      of an employee is interested in providing goods or services to the Company.
      To
      avoid any conflict of interest or even the appearance of impropriety with
      respect to such a situation, any such proposals should be submitted to the
      appropriate department of the Company, disclosing the nature of the family
      relationship and the terms of the proposal. Under no circumstances should the
      employee attempt to influence or be involved with any decision with respect
      to
      any such proposal, which will only be considered on an arm’s length basis along
      with other similar proposals.




6


**F.
      Political Contributions**




Political
      activity represents another area where the rules on permissible activities
      are
      complex and you could inadvertently run afoul of such rules. As a result, you
      may not contribute in our Company’s name or on our Company’s behalf any cash,
      services or property of any kind for or in support of any political candidate,
      committee, initiative or activity without the prior express approval of the
      Compliance Officer or appropriate legal counsel. No lobbying effort or contract
      shall be undertaken in our Company’s name or on our Company’s behalf without the
      prior approval of our Board of Directors.




**II.
      CONFIDENTIAL INFORMATION**




**A.
      Confidential Information**




As
      employees of Command Security, we are all responsible for protecting the
      Company’s confidential information and using that information only for Company’s
      purposes. All information developed within the Company with respect to its
      business is confidential and should not be disclosed to any unauthorized person.
      Employees should not discuss confidential Company information outside the
      Company, even with their families. Such information must be protected because
      unauthorized disclosure could destroy its value to the Company and give unfair
      advantage to others. Examples of Company confidential information include,
      without limitation, bids, business proposals and contracts, budgets, computer
      software, codes, data files and security information, trade secrets, non-public
      revenue or earnings results and any other non-public information concerning
      the
      Company’s financial, legal or other business activities. Other information that
      we have access to may include personal information about our fellow employees,
      the Company’s officers, directors and stockholders or our customers. This
      information is also confidential and may not be disclosed without proper
      authorization. The Company’s customers properly expect that this information
      will be kept confidential. Command Security takes any violation of a customer’s
      confidentiality very seriously and will not tolerate such conduct.




7


**B.
      Securities Trading Policy**




Many
      of
      us who work at the Company, officers and non-officers alike, have access to
      confidential information concerning the Company and its affairs. Under federal
      securities laws, if someone possesses non-public information, which is found
      to
      be “material,” that person may not buy or sell the Company’s securities while in
      the possession of such “inside information.” For these purposes, the Company’s
      securities include the securities purchased upon the exercise of Company stock
      options.




The
      legal
      standard which applies to the use of such information is one of “materiality.”
If the confidential information is “material” or, in other words, of such
      significance that a reasonable outside investor would want to know about it
      when
      deciding whether or not to invest in or dispose of Company securities, then
      we,
      as employees, must not trade in Company securities until the information is
      appropriately disclosed to the public in a press release or SEC report. It
      is
      also illegal to communicate (to “tip”) inside information to others so that they
      may trade in Company securities based upon that information. These illegal
      activities are commonly referred to as “insider trading.” Failing to abide by
      this standard could result in liability under the insider trading rules of
      the
      federal securities laws.




Examples
      of material information include, but are not limited to:




•
      financial and business data;


•
merger,
      acquisition or divestiture discussions or developments;


•
award
      or cancellation of a major contract;


•
gain
      or
      loss of a substantial customer or supplier;


•
changes
      in upper management personnel;


•
      forecasts of financial results; and


•
      significant litigation.




For
      additional guidance regarding policies and procedures relating to trading in
      Company securities, employees should consult the Company’s Securities Trading
      Policy.




**C.
      Media Disclosure**




In
      the
      course of our duties, we may receive inquiries from representatives of the
      news
      media. Unless responding to such inquiries is among our specifically authorized
      responsibilities, we should politely refer all media representatives to our
      Director of Communications.




8


**III.
      RECORDS, PRACTICES, PROPERTY AND ADHERENCE TO LAW**




**A.
      Company Data, Records, Reports and Financial Practices**




In
      performing our responsibilities for the Company, we must prepare and/or complete
      all Company records, business data, reports, filings, submissions and documents
      in a full, fair, accurate, timely and understandable manner. These include
      such
      routine documents as time sheets and expense reports. They also include
      accounting entries, cost estimates, contract proposals and other presentations
      and reports to management, customers, governmental agencies, stockholders and
      the public. The falsification of records, manual or computer, is always
      unethical, generally illegal and always unacceptable to the Company. All
      information transmitted both within and outside of the Company must be honest
      and well-founded, as the integrity of the Company’s records and reports is based
      on the validity, accuracy and completeness with which they are prepared. In
      addition, all Company financial practices concerning accounting, internal
      accounting controls and auditing matters must meet the highest standards of
      professionalism, transparency and honesty.




**B.
      Company Funds and Property**




We
      are
      all personally responsible and accountable for the proper expenditure of Company
      funds. This includes Company money spent on travel or other business
      expenses.




We
      are
      also responsible for the proper use and care of Company property over which
      we
      have control. Company equipment or other property should be handled and cared
      for properly. It should not be used for personal benefit, sold, loaned, given
      away or otherwise disposed of, regardless of its condition or value, without
      proper authorization.




**C.
      Adherence to Applicable Law**




The
      Company requires that all employees, officers and directors, and any third
      party
      doing business on behalf of the Company, comply with all laws, rules and
      regulations applicable to the Company wherever it does business. You are
      expected to use good judgment and common sense in seeking to comply with all
      applicable laws, rules and regulations and to ask for advice when you are
      uncertain about them. For a more detailed discussion of these requirements,
      please refer to the Company’s Legal Compliance Manual.




**IV.
      COMPETITION**




We
      are
      committed to competing effectively, but lawfully, in our business
      markets.




**A.
      Compliance with Antitrust Laws**




The
      Company and its employees must comply with the antitrust and unfair competition
      laws of the countries in which our Company engages in business. These laws
      vary
      by country and can be complex. If you have a role that may implicate the
      antitrust laws - such as a sales and marketing executive position - you are
      responsible for knowing the laws that apply to these business activities, and
      should speak to our Compliance Officer if any question arises. Generally, these
      laws prohibit or regulate mergers and acquisitions, attempts to monopolize
      or
      otherwise restrain trade, selling products below cost, price discrimination,
      price fixing or other agreements with competitors that would divide or allocate
      customers or otherwise harm customers, certain kinds of “tying” arrangements
      that require a customer who wishes to buy a given product to buy other products
      or services, artificially maintaining prices, and certain other restrictive
      agreements or arrangements. Our employees may not exchange non-public sales
      information with competitors for the purpose of affecting sales prices or
      levels.




9




**B.
      Fair Methods of Competition**




The
      Company is committed to competition on a lawful and ethical basis. You may
      not
      use improper or illegal means of gaining competitive information that is
      confidential or proprietary information owned by others. You may not use or
      disclose confidential or proprietary information that you may have from past
      employment with other employers.




**V.
      COMPLIANCE WITH THE CODE**




**A.
      Responsibility for Compliance**




Every
      employee is responsible for compliance with both the letter and the spirit
      of
      this Code of Business Conduct and Ethics. Members of management assume a special
      obligation for their own awareness and the effective communication of this
      Code
      to employees who report to them. This Code will be distributed to each new
      employee of the Company upon commencement of his or her employment. Managers
      and
      supervisors are encouraged to maintain an open-door policy in responding to
      questions regarding this Code. Frequent discussion of ethical issues, both
      informally and formally, is a sign of good corporate practice. These
      responsibilities cannot be delegated.




**B.
      Reporting Violations**




Any
      employee who knows or believes that any employee, officer, director or other
      representative of the Company has engaged or is engaging in conduct related
      to
      the Company that violates applicable law, this Code or any other code or
      practice standard applicable to such an individual, should report this
      information to his or her supervisor, the Human Resources Department or our
      Director of Compliance, in person or by sending a letter or other writing to
      the
      Company’s principal executive offices to the attention of the employee’s
      supervisor, the Human Resources Department or the Director of Compliance. You
      may choose to remain anonymous in reporting any possible violation of this
      Code.
      Any supervisor who receives a report of a violation of this Code must
      immediately inform the Human Resources Department or the Director of
      Compliance.




Employees
      concerned about matters involving accounting, internal accounting controls
      or
      auditing matters should consult the Command Security Policy for Raising and
      Investigating Concerns Regarding Accounting, Internal Accounting Controls and
      Auditing Matters for guidance on how to raise their concerns and the procedures
      the Company will use to investigate such matters. As described in that Policy,
      complaints regarding questionable accounting or auditing matters may be
      submitted confidentially and anonymously through [subject to update]. While
      it
      is generally the Company’s desire to address matters internally in the first
      instance in order to investigate the relevant circumstances and respect employee
      confidentiality, nothing in this Code should discourage you from reporting
      any
      illegal activity, including any violation of the securities laws, antitrust
      laws, environmental laws or any other federal, state or foreign law, rule or
      regulation, to the appropriate regulatory authority. This Code should not be
      construed to prohibit you from testifying, participating or otherwise assisting
      in any state or federal administrative, judicial or legislative proceeding
      or
      investigation.




10




**C.
      Investigating and Resolving Concerns**




All
      reports of possible violations will be forwarded to the Human Resources
      Department or the Director of Compliance. The Company’s General Counsel may, in
      his or her discretion, assume responsibility for evaluating any possible
      violation and directing or conducting any investigation, or may delegate any
      portion of such responsibility to the Human Resources Department or another
      person or entity within or outside the Company. If the investigation concerns
      a
      possible violation by the General Counsel, then the Chief Executive Officer
      or
      Chief Financial Officer will assume the General Counsel’s responsibilities in
      this regard. All reports of possible violations will be handled with the utmost
      care and receive a thorough review. Generally, investigations of possible
      violations will include, at a minimum, interviews of all persons believed to
      have information relating to the issues raised and review of any applicable
      Company records or filings.




After
      conducting the investigation, the results will be evaluated and the Company
      will
      authorize such swift response, follow-up and preventive actions, if any, as
      are
      deemed necessary and appropriate to address the substance of the reported
      possible violation. The Company reserves the right to take whatever action
      it
      believes appropriate, up to and including discharge of any employee determined
      to have engaged in improper conduct, subject to any applicable legal and other
      requirements. The Company will quickly report illegal actions to the appropriate
      authorities, which may result in civil and criminal penalties for you, your
      colleagues and/or the Company.




Regardless
      of whether the report of a possible violation is submitted anonymously, the
      Company will strive to keep all reports of possible violations and the identity
      of those who submit them and participate in any investigation as confidential
      as
      possible. Neither the Company nor any person employed with the Company shall
      discharge, demote, suspend, threaten, harass or in any other manner discipline,
      discriminate or retaliate against any person because he or she reports any
      violations or cooperates in any investigation or inquiry regarding violations
      of
      applicable law or this Code using the methods outlined above, unless it is
      determined that the report or cooperation was not in good faith. Any such
      retaliation will warrant disciplinary action against the person who wrongfully
      retaliates, up to and including termination of employment, subject to any
      applicable legal and other requirements.




The
      Human
      Resources Department will retain records of all reports of possible violations,
      and a summary of the matters involved and the disposition thereof, for five
      years or such longer period as may be deemed appropriate or legally required
      under the circumstances.




11


**D.
      Questions**




Any
      employee having any questions regarding the best course of action in a
      particular situation should promptly contact his or her supervisor, the Human
      Resources Department or the Director of Compliance. These discussions may
      concern your activities or activities of others and may involve apparent
      conflicts between actions the employee has been directed to take and the
      standards contained in this Code.




**E.
      Certification**




Each
      employee is required to certify the employee’s understanding of and compliance
      with the terms of this Code of Business Conduct and Ethics by signing the sheet
      at the back of this booklet and returning it to the Human Resources Department
      in a timely manner. If, in good faith, you believe you cannot sign the attached
      sheet, you must advise your supervisor, the Human Resources Department or the
      Director of Compliance of the reason(s) you believe you are unable to do
      so.




12




**EMPLOYEE
      STATEMENT**




To
      the
      Board of Directors of Command Security Corporation:




I,
      , have
      read and understand and acknowledge the principles and standards of conduct
      contained in the Command Security Code of Business Conduct and Ethics. For
      the
      fiscal year of the Company which has just ended, I have adhered to and complied
      with these principles and standards. For the fiscal year of the Company which
      has just begun, and in the future, I will continue to adhere to and comply
      with
      such principles and standards.




I
      understand that such statement and agreement does not constitute or give rise
      to
      any contract of employment.




Please
      sign here:




Date:




Please
      print your name:




This
      signed and completed form must be returned to the Human Resources
      Department.




13