CERTIFICATE
OF AMENDMENT


OF


CERTIFICATE
OF INCORPORATION


OF


COMMAND
SECURITY CORPORATION




(Under
Section 805 of the Business Corporation Law)




The
undersigned, being the President and Secretary, respectively, of Command
Security Corporation (referred to herein as the “Corporation”), hereby
certify as follows:




1.           The
name of the corporation is COMMAND SECURITY CORPORATION.




2.           The
original Certificate of Incorporation of the Corporation was filed by the
Department of State on May 9, 1980, under the name of R. J. Thompson Inc. (such
Certificate of Incorporation, as it may have been amended prior to the date
hereof, is referred to herein as the “Original
Certificate”).




The
Original Certificate is hereby amended (the “Amendment”) to
increase the number of authorized shares of common stock, par value $.0001 per
share, from 20,000,000 shares to 50,000,000 shares.  The number of
issued and outstanding shares of stock of the Corporation will not change as a
result of the Amendment.  The number of authorized and unissued shares
of the Corporation’s common stock, par value $0.0001 per share (“Common
Stock”),  will change as a result of the Amendment from
9,127,902 unissued shares of Common Stock to 39,127,902 unissued shares of
Common Stock, in each case as of the date of this Amendment.




Paragraph  FOURTH
of the Original Certificate, which sets forth the number of shares the
Corporation is authorized to issue, is amended and restated in its entirety to
read as follows:




“FOURTH.  The
aggregate number of shares of all classes of stock that the Corporation has
authority to issue is 51,000,000 shares, consisting of (i) 50,000,000 shares of
common stock, par value $0.0001 per share (“Common Stock”), and
(ii) 1,000,000 shares of preferred stock, par value $.0001 per share (the “Preferred
Stock”).  The Preferred Stock may be issued from time to time
in one or more series pursuant to a resolution or resolutions duly adopted by
the Board of Directors of the Corporation (the “Board of Directors”),
provided that a majority of the independent members of the Board of Directors
shall have approved or consented to such adoption.  Authority is
vested in the Board of Directors to establish and designate in such resolution
or resolutions the series of the Preferred Stock and to fix the rights,
preferences and limitations of each series.


1


No holder of shares of any class of
stock of the Corporation shall be entitled as of right to subscribe for,
purchase or receive any new or additional shares of any class, whether now or
hereafter authorized, or any notes, bonds, debentures or other securities
convertible into, or carrying options or warrants to purchase, shares of any
class; but all such new or additional shares of any class, or notes, bonds,
debentures or other securities convertible into, or carrying options or warrants
to purchase, shares of any class, may be issued or disposed of by the
Corporation to such persons and on such terms as the Board of Directors, in its
absolute discretion, may deem advisable.”




3.           This
Amendment to the Original Certificate was authorized by a vote of the Board of
Directors of the Corporation and approved by the holders of at least a majority
of the shares entitled to vote thereon, consisting solely of Common Stock, at a
duly called meeting of shareholders of the Corporation at which a quorum was
present.




(The
remainder of this page was intentionally left blank)


2


IN WITNESS WHEREOF, this each of the
undersigned officers of the Corporation has executed this Certificate of
Amendment and affirms the truth of the statements herein set forth under penalty
of perjury this 22nd day of
June, 2010.





Barry
      I. RegensteinPresidentGary
      HermanSecretary


3