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. 

    


    
      	
              Registered
                Holder:

            	
              EDWARD
                S. FLEURY

            
	 	 
	
              Certificate Number:     

            	
              A-9

            
	 	 
	
              Date of Issuance:

            	
              SEPTEMBER 29, 2008

            


    

    


    COMMAND
      SECURITY CORPORATION

    


    COMMON
      STOCK OPTION

    


    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 (10th)
      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 (1/36th)
      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 theretofore
      deliverable upon the exercise of the Option, such shares of stock, securities
      or
      assets (including, without limitation, cash) as may be issued or payable with
      respect to or in exchange for a number of outstanding shares of such Common
      Stock equal to the number of shares of such stock immediately theretofore so
      deliverable had such reorganization, reclassification, consolidation, merger
      or
      sale not taken place.

    


    Section
      3. Exercise
      of Option.
      Upon any
      partial exercise of this Option, there shall be countersigned and issued to
      the
      Registered Holder hereof a new Option in respect of the Option Shares as to
      which this Option shall not have been exercised. This Option may be exchanged
      at
      the principal office of the Company by surrender of this Option properly
      endorsed either separately or in combination with one or more other Options
      for
      one or more new Options of the same aggregate number of Option Shares evidenced
      by the Option or Options exchanged. No fractional Option Shares will be issued
      upon the exercise of rights to purchase hereunder, but the Company shall pay
      the
      cash value of any fraction of an Option Share upon the exercise of this Option.
      


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    Section
      4. No
      Voting Rights.
      This
      Option will not entitle the Registered Holder hereof to any voting rights or
      other rights as a stockholder of the Company.

    


    Section
      5. Section
      83(b) Election.
      If as a
      result of exercising all or any part of this Option, the Registered Holder
      receives Option Shares that are subject to a “substantial risk of forfeiture”
and are not “transferable” as those terms are defined for purposes of Section
      83(a) of the Internal Revenue Code, then such Registered Holder may elect under
      Section 83(b) of the Internal Revenue Code to include in the Registered Holder's
      gross income, for the Registered Holder's taxable year in which the Option
      Shares are transferred to the Registered Holder, the excess of the fair market
      value of such Option Shares at the time of transfer (determined without regard
      to any restriction other than one that by its terms will never lapse), over
      the
      amount paid for the Option Shares. If the Registered Holder makes the Section
      83(b) election described above, the Registered Holder shall (i)
      make
      such election in a manner that is satisfactory to the Committee, (ii)
      provide
      the Company with a copy of such election, (iii)
      agree
      to promptly notify the Company if any Internal Revenue Service or state tax
      agent, on audit or otherwise, questions the validity or correctness of such
      election or of the amount of income reportable on account of such election,
      and
      (iv)
      agree
      to such tax withholding as the Company may reasonably require in its sole and
      absolute discretion.

    


    Section
      6. No
      Right to Employment.
      This
      Option shall not confer upon the Registered Holder any right to
      employment.

    


    Section
      7. Compliance
      with the Act; Transferability.

    


    7.1. Compliance
      with the Act.
      The
      Registered Holder acknowledges that this Option has not been registered under
      the Act or the securities laws of any state and agrees that this Option and
      all
      Option Shares purchased upon exercise hereof shall be disposed of only in
      accordance with the Securities Act of 1933, as amended (the “Act”),
      and
      the rules and regulations of the Securities and Exchange Commission promulgated
      thereunder and applicable state securities laws. Except as provided herein,
      the
      Registered Holder further agrees not to offer, sell, transfer or otherwise
      dispose of this Option or any of such Option Shares issuable upon exercise
      of
      this Option to any other person unless a registration statement covering the
      sale, transfer or other disposition shall then be effective under the Act and
      except in compliance with any applicable state securities laws, or there shall
      have been delivered to the Company an opinion of counsel reasonably acceptable
      to the Company to the effect that such offer, sale, transfer or other
      disposition may be effected without compliance with the registration and
      prospectus delivery requirements of the Act and any applicable state securities
      laws. 

    


    7.2. Transferability
      of Options.
      This
      Option shall be transferable only on the books of the Company maintained at
      the
      principal office of the Company. The transferability of the Option is limited
      in
      accordance with the terms of the Plan.

    


    Section
      8. Notice
      of Certain Events.

    


    8.
      1. Adjustment
      of Exercise Price.
      Immediately upon any adjustment of the Exercise Price, the Company will give
      written notice thereof to the Registered Holder.


    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    8.2. Dividend
      Distributions, etc.
      The
      Company will give written notice to the Registered Holder at least ten calendar
      days prior to the date on which the Company closes its books or takes a record
      (i)
      with
      respect to any dividend or distribution upon the Common Stock, and (ii)
      with
      respect to any pro
      rata
      subscription offer to holders of Common Stock (although the Company shall have
      no obligation to cause to occur any of the events set forth in the foregoing
      subparagraphs (i) or (ii)).

    


    8.3. Other
      Events.
      The
      Company will give written notice to the Registered Holder at least ten (10)
      calendar days prior to the date on which the Company closes its books or takes
      a
      record with respect to any dissolution, liquidation, capital reorganization,
      reclassification, consolidation or merger (in which the Company is not the
      surviving corporation) or sale of all or substantially all of the Company's
      assets.

    


    Section
      9. Supplements
      and Amendments.
      The
      Board of Directors of Company may from time to time supplement or amend this
      Option in order to cure any ambiguity or to correct or supplement any provision
      contained herein which may be defective or inconsistent with the Company's
      policies or operations as in effect on the date hereof. Notwithstanding the
      forgoing, no such supplement or amendment which is detrimental to the rights
      of
      the Registered Holder under this Option shall be effective as against the
      Registered Holder without the prior written consent of the Registered
      Holder.

    


    Section
      10. Notices.
      Except
      as otherwise expressly provided herein, all notices referred to in this Option
      will be in writing and will be delivered personally, mailed by registered or
      certified first class mail, return receipt requested, postage prepaid or
      transmitted by telegram, telecopy or telex, and will be deemed to have been
      given when so delivered, mailed or transmitted (except for notices sent by
      mail
      which shall be deemed given three business days after being deposited in the
      United States mail) to the Company or to the Registered Holder as set forth
      in
      the Employment Agreement.

    


    Section
      11. Other.
      The
      Registered Holder hereof may be treated by the Company and all other persons
      dealing with this Option as the absolute owner hereof for any purpose and as
      the
      person entitled to exercise the rights represented hereby, or to the transfer
      hereof on the books of the Company any notice to the contrary notwithstanding,
      and until such transfer on such books, the Company may treat the Registered
      Holder hereof as the owner for all purposes.

    


    Section
      12. Law
      Governing.
      This
      Agreement shall be construed in accordance with and governed by the internal
      laws of the State of New York, without regard to any conflict of law rule or
      principle that would give effect to the laws of another
      jurisdiction.

    


    Section
      13. Interpretation.
      The
      Registered Holder accepts this Option subject to all the terms and provisions
      of
      the this Agreement, the Employment Agreement and the Plan, and the terms and
      conditions of the Employment Agreement and the Plan that relate to the Option
      are incorporated herein by reference as if set forth in full herein.



    
      
         

      

      
        4

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF,
      the
      Company has caused this Option to be signed by its duly authorized officer
      and
      to be dated the Date of Issuance hereof. 

    


    
      	
              COMMAND
                SECURITY CORPORATION

            
	 	 
	 	 
	 	 
	
              By:

            	
              /s/
                Barry I. Regenstein

            
	 	
              Barry
                I. Regenstein

            
	 	
              President
                and Chief Financial Officer

            


    

    


    
      	
              AGREED
                TO 

            
	
              AND
                ACCEPTED:

            
	 
	
              OPTIONEE:

            
	 
	 
	
              /s/
                Edward S. Fleury

            
	
              Edward
                S. Fleury

            
	
              September
                29, 2008

            


    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    


    EXHIBIT
      I

     

     

    
      
        

      

    

    


    COMMON
      STOCK OPTION

    


    EXERCISE
      AGREEMENT

    


    


    
      	
              TO:
                _____________________________

            	 	
              DATED:
                _______________

            


    

     

    The
      undersigned, pursuant to the provisions set forth in the attached Option
      (Certificate No. __________), hereby agrees to subscribe for the purchase of
      ________ Option Shares of the Common Stock covered by such Option and makes
      payment herewith in full therefor at the price per Option Share provided by
      such
      Option.

     

    
      	
              By:

            	  
	 	 
	
              Name:

            	  
	 	 
	
              Address:

            	  
	 	 
	 	 


    

    


    
      	
              Witness:

            	 

	 	 
	
              Name:

            	 

	 	 
	
              Address: