Execution
      Version

     

    THIRD
      AMENDMENT AND CONSENT

    TO
      AMENDED AND RESTATED FINANCING AGREEMENT

     

    THIRD
      AMENDMENT AND CONSENT,
      dated
      as of April 12, 2007 (this “Amendment”),
      to
      the Amended and Restated Financing Agreement referred to below, by and between
      COMMAND
      SECURITY CORPORATION,
      a New
      York corporation (“Command”),
      RODGERS
      POLICE PATROL, INC.,
      a
      California corporation (“Rodgers”),
      STRATEGIC
      SECURITY SERVICES, INC.,
      a
      California corporation (“Strategic”,
      and
      collectively with Rodgers, the “New
      Borrowers”)
      (Command, Rodgers, and Strategic, collectively, jointly and severally, the
      “Company”),
      and
THE
      CIT GROUP/BUSINESS CREDIT, INC.,
      a New
      York corporation (“CIT”).

     

    WHEREAS,
      Command and CIT are parties to that certain Amended and Restated Financing
      Agreement dated as of March 22, 2006, as amended by that certain First Amendment
      and Consent to Amended and Restated Financing Agreement, dated as of June 13,
      2006, and by that certain Second Amendment to Amended and Restated Financing
      Agreement, dated as of September 30, 2006 (as amended, restated, supplemented,
      modified or otherwise changed from time to time, the "Financing
      Agreement"),
      pursuant to which CIT has agreed to make revolving credit loans to Command
      from
      time to time in an aggregate amount at any time outstanding not to exceed the
      Revolving Line of Credit (as defined in the Financing Agreement);

     

    WHEREAS,
      Command, Brown Security Industries, a California corporation (“BSI”)
      and
      Rodgers Police Patrol, Inc./Strategic Security Services, Inc. Employee Stock
      Ownership Plan and Trust Agreement (the “ESOP”)
      have
      entered into that certain Stock Purchase Agreement (the “BSI
      ESOP Stock Purchase Agreement”)
      dated
      as of April 12, 2007, pursuant to which Command has agreed to purchase all
      of
      the issued and outstanding stock of BSI owned by the ESOP for consideration
      consisting of cash (such transaction is referred to herein as the “Stock
      Purchase”);

     

    WHEREAS,
      Command, Command Security Services, Inc., a New York corporation and
      wholly-owned subsidiary of Command (“CSI”), BSI, Marc Brown and Hal Brown
      (collectively, the "Shareholders")
      have
      entered into that certain Amended and Restated Agreement and Plan of Merger
      dated as of April 12, 2007 (the “BSI
      Merger Agreement”),
      pursuant to which BSI will merge (the “Merger”) with and into CSI, and CSI will
      be the surviving corporation in the Merger; 

     

    WHEREAS,
      as the result of the Stock Purchase and the Merger, CSI shall become the owner
      of, inter
      alia,
      all of
      the issued and outstanding capital stock of Rodgers and Strategic, each of
      which
      desires to avail themselves of the accommodations provided to Command pursuant
      to the Financing Agreement as New Borrowers;

     

    WHEREAS,
      CIT is willing to enter into this Amendment in order to (i) consent to (A)
      the
      Stock Purchase, (B) the Merger (which, together with the Stock Purchase, shall
      result in CSI having become the owner, free and clear of all liens, of all
      of
      the issued and outstanding stock of BSI) pursuant to the BSI ESOP Agreement
      and
      the BSI Merger Agreement (the Stock Purchase and the Merger are together
      referred to herein as the “BSI
      Acquisition”),
      and
      (C) the addition of the New Borrowers as parties to the Financing Agreement;
      and
      (ii) amend certain other terms and conditions of the Financing Agreement,
      in each case subject to the terms and conditions set forth in this
      Amendment.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    NOW
      THEREFORE, in consideration of the premises and other good and valuable
      consideration, the parties hereto hereby agree as follows:

     

    1.    The
      Financing Agreement is hereby amended in order to add Rodgers and Strategic
      as
      joint and several obligors with Command as follows:

     

    (a)    By
      the
      execution and delivery of this Third Amendment, and in consideration of the
      agreement by CIT to allow New Borrowers to avail themselves of the financial
      accommodations provided to Command under the Financing Agreement, each of the
      New Borrowers hereby:

     

    
      	 	
              (i)

            	
              assumes
                and accepts as a joint and several obligor, all of the Obligations,
                covenants, terms and conditions of the Financing Agreement and of
                all the
                other Loan Documents to which Command is a party in the same manner
                and to
                the same extent as Command and agrees to be bound thereby as if it
                was an
                original party to the Financing Agreement and such other Loan
                Documents;

            


    

     

    
      	 	
              (ii)

            	
              acknowledges
                and agrees that from and after the Third Amendment Effective Date,
                each
                New Borrower shall be a “Company” for all purposes under the Loan
                Documents and all references in the Loan Documents to the “Company” shall
                be deemed inclusive of each of the New Borrowers, unless inconsistent
                with
                the context in which used;

            


    

     

    
      	 	
              (iii)

            	
              agrees
                to pay all sums due pursuant to the Financing Agreement in the manner
                and
                at the times set forth therein or in the other Loan
                Documents;

            


    

     

    
      	 	
              (iv)

            	
              grants
                to CIT a security interest in and to and a lien upon the Collateral
                whether now owned or hereafter acquired by such New Borrower, as
                collateral security for all of the Obligations, in the same manner
                and to
                the same extent as Command; and

            


    

     

    
      	 	
              (v)

            	
              agrees
                that CIT may file such financing statements under the UCC and
                continuations of and amendments to previously filed financing statements
                as CIT determines are necessary and appropriate in order to perfect
                the
                security interest granted by each New Borrower;
                and

            


    

     

    
      
        
        

      

      
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              (vi)

            	
              agrees
                to execute and deliver to CIT such other documents and instruments
                as may
                be reasonably required by CIT in order to further effectuate the
                understandings set forth herein.

            


    

     

    (b)    Command
      hereby acknowledges and agrees that:

     

    
      	 	
              (i)

            	
              from
                and after the Third Amendment Effective Date, each of the New Borrowers
                shall be a “Company” for all purposes under the Loan Documents and all
                references in the Loan Documents to the “Company” shall be deemed
                inclusive of each of the New Borrowers;


            


    

     

    
      	 	
              (ii)

            	
              from
                and after the Third Amendment Effective Date, Command shall be a
                joint and
                several obligor with New Borrowers with respect to the
                Obligations;

            


    

     

    
      	 	
              (iii)

            	
              the
                assumption and acceptance of the Obligations by New Borrowers as
                herein
                set forth does not diminish or release and shall not in any way affect
                any
                of the Obligations, duties or liabilities of Command to CIT;
                and

            


    

     

    
      	 	
              (vi)

            	
              it
                shall execute and deliver to CIT such other documents and instruments
                as
                may be reasonably required by CIT in order to further effectuate
                the
                understandings set forth herein.

            


    

     

    2.    Definitions
      in Amendment.
      Any
      capitalized term used herein and not defined shall have the meaning assigned
      to
      it in the Financing Agreement. Definitions set forth in the preamble hereof
      are
      hereby incorporated into the substance of the Third Amendment (as hereinafter
      defined).

     

    3.    Definitions
      in the Financing Agreement.
      Section
      1
      of the
      Financing Agreement is hereby amended as follows:

     

    (a) The
      definition of the term “BSI
      Acquisition Documents”
is
      hereby inserted, in appropriate alphabetical order, to read in its entirety
      as
      follows:

     

    “BSI
      Acquisition Documents”
      means
      the BSI ESOP Stock Purchase Agreement, the BSI Merger Agreement, the Escrow
      Agreement and all other agreements, instruments and other documents executed
      or
      delivered in connection therewith with.

     

    
      
        
        

      

      
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    (b) The
      definition of the term "BSI
      Acquisition Overadvance Amount"
      is
      hereby inserted, in appropriate alphabetical order, to read in its entirety
      as
      follows:

     

    “BSI
      Acquisition Overadvance Amount”
      means an
      amount to be added to the Borrowing Base upon the following terms and
      conditions: (i) such amount shall be added to the Borrowing Base during the
      period commencing on the Third Amendment Effective Date through and continuing
      through and including August 31, 2008; (ii) the initial amount added shall
      be
      Two Million Four Hundred Thousand Dollars ($2,400,000.00), and shall be reduced
      each month by the sum of One Hundred Fifty Thousand Dollars ($150,000.00),
      commencing on June 1, 2007, and continuing on the first (1st)
      day of
      each successive month; and (iii) on September 1, 2008 such amount shall be
      reduced to Zero Dollars ($0). 

    


    (c) The
      definition of the term "Third
      Amendment"
      is
      hereby inserted
      in
      appropriate alphabetical order, to read in its entirety as follows:

     

    “Third
      Amendment”
      means
      the Third Amendment and Consent to the Amended and Restated Financing Agreement
      dated as of April 12, 2007, by and between the Company and CIT.

     

    (d) The
      definition of the term “Third
      Amendment Effective Date”
is
      hereby inserted
      in
      appropriate alphabetical order, to read in its entirety as follows:

     

    “Third
      Amendment Effective Date”
      means
      the date on which all of the conditions precedent to the effectiveness of the
      Third Amendment have been fulfilled or waived in writing by CIT acting in its
      discretion.

     

    (e) The
      definition of the term “Adjustment
      Date”
is
      hereby amended and restated in its entirety to read as follows:

     

    “Adjustment
      Date”
      shall
      have the meaning, if any, provided for in the definition of “Applicable Margin”
in Section
      1
      of this
      Financing Agreement.

    


    (f) The
      definition of the term “Anniversary
      Date”
is
      hereby amended and restated in its entirety to read as follows:

     

    “Anniversary
      Date”
      shall
      mean the date occurring five (5) years from the Original Closing Date and the
      same date in every year thereafter.

     

    
      
        
        

      

      
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    (g) The
      definition of the term “Applicable
      Revolving Line of Credit Fee Margin”
is
      hereby amended and restated in its entirety to read as follows:

     

    “Applicable
      Revolving Line of Credit Fee Margin”
      shall
      mean for any month, one-eighth of one percent (0.125%) per annum, for the number
      of days in such month, based on the average daily principal balance of Revolving
      Loans and the average daily undrawn amount of Letters of Credit outstanding
      during such month.

    


    (h) The
      definition of the term “Applicable
      Margin”
is
      hereby amended and restated in its entirety to read as follows:

     

    “Applicable
      Margin”
      shall
      mean (a) for Chase Bank Rate Loans, negative one-quarter of one percent (-0.25%)
      per annum and (b) for LIBOR Loans, two percent (2%) per annum.

    


    (i) The
      definition of the term “Borrowing
      Base”
is
      hereby amended and restated in its entirety to read as follows:

     

    “Borrowing
      Base”
      shall
      mean (without duplication) (a) the sum of (i) eighty-five percent (85%) of
      the
      Company’s aggregate outstanding Eligible Accounts Receivable; provided however,
      that if the then Dilution Percentage is greater than five percent (5%), then
      the
      rate of advance herein shall be reduced by the amount of such excess Dilution
      Percentage, plus
      (ii) the
      lesser of (a) 75% of the Company’s aggregate outstanding Eligible Unbilled
      Accounts Receivable or (B) $2,500,000.00, plus
      (iii)
      eight-five percent (85%) of the aggregate outstanding Delta Receivables of
      up to
      (but not exceeding) $1,750,000.00, plus
      (iv) the
      BSI Acquisition Overadvance Amount, less
      (b) any
      applicable Availability Reserves. For purposes of calculating the Borrowing
      Base, no Trade Accounts Receivable of the Company may constitute at the same
      time both Eligible Accounts Receivable and Eligible Unbilled Accounts
      Receivable.

    


    (j) The
      definition of the term “Delta
      Receivables”
is
      hereby amended and restated in its entirety to read as follows:

     

    “Delta
      Receivables”
      shall
      mean the Company’s Accounts which arise from the rendition of services to Delta
      Airlines in accordance with agreements entered into with Delta Airlines on
      or
      after Delta Airline’s commencement of cases under Chapter 11 of Title 11 of the
      United States Code in the United States Bankruptcy Court, so long as such
      Accounts do not remain unpaid for more than sixty (60) days from invoice
      date.

     

    
      
        
        

      

      
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    (k) The
      definition of the term “Letter
      of Credit Sub-Line”
is
      hereby amended and restated in its entirety to read as follows:

     

    “Letter
      of Credit Sub-Line”
      shall
      mean the commitment of CIT to assist the Company in obtaining Letters of Credit
      in an aggregate amount of up to $3,000,000.00.

    


    (l) The
      definition of the term “Permitted
      Indebtedness”
is
      hereby amended and restated in its entirety to read as follows: 

     

    “Permitted
      Indebtedness”
      shall
      mean: (a) current Indebtedness maturing in less than one year and incurred
      in
      the ordinary course of business for raw materials, supplies, equipment,
      services, Taxes or labor; (b) the Indebtedness secured by Purchase Money Liens;
      (c) Indebtedness arising under this Financing Agreement; (d) deferred Taxes
      and
      other expenses incurred in the ordinary course of business; (e) other
      Indebtedness existing on the date of execution of the Existing Financing
      Agreement and listed in the most recent financial statement delivered to CIT
      or
      otherwise disclosed to CIT in writing prior to the Original Closing Date; (f)
      unsecured Indebtedness owing by the Company to Sterling Protective Group, Inc.
      pursuant to the terms of the Asset Purchase Agreement (as in effect on the
      First
      Amendment Effective Date); provided
      that no
      payments on such Indebtedness may be paid except in accordance with the express
      terms and conditions of the Protective Acquisition Documents (as in effect
      on
      the Third Amendment Effective Date); and (g) unsecured Indebtedness owing by
      the
      Company to the Shareholders or the ESOP as a result of adjustments to
      consideration amounts under the BSI Acquisition Documents.

    


    (m) The
      definition of the term “Revolving
      Line of Credit”
is
      hereby amended and restated in its entirety to read as follows:

     

    “Revolving
      Line of Credit”
      shall
      mean the aggregate commitment of CIT to make Revolving Loans pursuant to
Section
      3
      of this
      Financing Agreement and assist the Company in opening Letters of Credit pursuant
      to Section
      5
      of this
      Financing Agreement, in an aggregate amount not to exceed Sixteen Million
      Dollars ($16,000,000.00).

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    4.    Fixed
      Charge Coverage Ratio.
      Section
      7
      of the
      Financing Agreement is hereby amended by amending and restating Sub-Section
      7.10
      in its
      entirety as follows:

     

    7.10 The
      Company will, as of the end of each Fiscal Quarter, maintain a Fixed Charge
      Coverage Ratio of not less than 1.10 to 1.00.

    


    5.    Amendments
      to Acquisition Documents.
      Section
      7
      of the
      Financing Agreement is hereby amended by amending and restating Section
      7.16
      in its
      entirety as follows:

     

    7.16. Without
      the prior written consent of CIT, the Company agrees that it will not amend,
      change, agree to any amendment or other change to (or make any payment
      consistent with any amendment or other change to) or waive any of its rights
      under any of the Protective Acquisition Documents or the BSI Acquisition
      Documents.

    


    6.    Letter
      of Credit Guaranty Fee.
      Section
      8 of the Financing Agreement is hereby amended by amending and restating
      Sub-Section 8.1, clause (d) in its entirety as follows:

     

    (d) In
      consideration of the issuance of any Letter of Credit Guaranty by CIT or other
      assistance of CIT in obtaining Letters of Credit pursuant to Section
      5
      hereof,
      the Company agrees to pay to CIT a Letter of Credit Guaranty Fee equal to one
      and three-quarters percent (1.75%) per annum of the face amount of each Letter
      of Credit. All Letter of Credit Guaranty Fees shall be due and payable monthly
      on the first day of each month.

    


    7.    Conditions
      Precedent.
      The
      effectiveness of this Amendment is subject to the fulfillment, in a manner
      satisfactory to CIT, of each of the following conditions precedent (the first
      date upon which all such conditions shall have been fulfilled or waived being
      herein called the "Third
      Amendment Effective Date"):

     

    (a) Representations
      and Warranties; No Event of Default.
      The
      representations and warranties contained herein, in Section
      7
      of the
      Financing Agreement and in each other Loan Document and certificate or other
      writing delivered to CIT pursuant hereto on or prior to the Third Amendment
      Effective Date shall be correct in all material respects on and as of the Third
      Amendment Effective Date as though made on and as of such date, except to the
      extent that such representations and warranties (or any schedules related
      thereto) expressly relate solely to an earlier date (in which case such
      representations and warranties shall be true and correct in all material
      respects on and as of such date); and no Default or Event of Default shall
      have
      occurred and be continuing on the Third Amendment Effective Date or would result
      from this Amendment becoming effective in accordance with its
      terms.

     

    
      
        
        

      

      
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    (b) Delivery
      of Documents.
      CIT
      shall have received on or before the Third Amendment Effective Date the
      following, each in form and substance satisfactory to CIT and, unless indicated
      otherwise, dated the Third Amendment Effective Date:

     

    (i)   
      counterparts
      of this Amendment which bear the signatures of the Company and CIT, together
      with an acknowledgment bearing the signature of CSI in the form attached
      hereto;

     

    (ii)  
      a
      certificate or certificates of an Executive Officer, of each Company certifying
      (A) that attached thereto are complete and correct copies of the BSI ESOP Stock
      Purchase Agreement and the BSI Merger Agreement, (B) that true and complete
      copies of all other BSI Acquisition Documents have been delivered to CIT, (C)
      that attached thereto is a copy
      of
      the resolutions of each Company authorizing the execution, delivery and
      performance by each Company of this Amendment, and the performance of the
      Financing Agreement as amended by this Amendment, (D) the names and true
      signatures of the officers of each Company authorized to sign this Amendment,
      together with evidence of the incumbency of such authorized officers, (E) that
      attached thereto are true and complete copies of the charter and by-laws of
      each
      of Rodgers and Strategic, each as amended to date and in full force and effect,
      (F) that the charter and by-laws of Command have not been amended or otherwise
      modified since the Restatement Effective Date and that the copies thereof
      previously delivered to CIT are true, correct and complete, and (G) that
      all
      conditions to the effectiveness of the BSI Acquisition have been
      satisfied;

     

    (iii)  to
      the
      extent that CSI shall survive the Merger and shall continue to own all of the
      issued and outstanding voting stock of New Borrowers, (A) a continuing,
      unlimited agreement of guaranty of the Obligations, by CSI, and (B) a pledge
      agreement by Command, pledging all of the stock in CSI to CIT, each in form
      and
      substance acceptable to CIT;

     

    (iv)
      a
      fully
      executed payoff letter from U.S. Bank, National Association with respect to
      the
      payment in full of all obligations owed to it by BSI, Rodgers and Strategic;
      UCC
      termination statements and other instruments or documentation evidencing the
      termination of each lien described on Exhibit
      A
      attached
      hereto;

     

    (v) updated
      UCC, judgment and tax searches with respect to BSI, Rodgers and
      Strategic;

     

    (vi) a
      funds
      flow chart for all consideration to be paid for or on account of the BSI
      Acquisition; and

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (vii) such
      other agreements, instruments and other documents as CIT may reasonably request
      from the Company.

     

    (c) Amendment
      Fee.
      CIT
      shall have received payment of a non-refundable amendment fee equal to Five
      Thousand Dollars ($5,000.00), which fee shall be fully earned when paid (it
      being agreed and understood that CIT may charge the Revolving Loan Account
      in
      respect of such amendment fee).

     

    (d) Overadvance
      Fee.
      CIT
      shall have received payment of the first installment of a fully earned and
      non-refundable fee in consideration for CIT’s making the BSI Acquisition
      Overadvance Amount available to the Company, which fee shall equal One Hundred
      Twenty Thousand Dollars ($120,000.00) and which, as an accommodation to the
      Company, shall be paid in three (3) equal installments of Forty Thousand Dollars
      ($40,000.00) each. Such installments shall be due and payable (i) on or before
      the Third Amendment Effective Date, (ii) on October 1, 2007 and (iii) on April
      1, 2008; provided
      however,
      in the
      event that the Financing Agreement is sooner terminated, for any reason, then
      the entire unpaid balance of such fee shall become immediately due and payable
      (it being agreed and understood that CIT may charge the Revolving Loan Account
      in respect of such fee on the due date or accelerated due date of each
      installment as applicable).

     

    (e) Proceedings.
      All
      proceedings in connection with the transactions contemplated by this Amendment,
      and all documents incidental thereto, shall be satisfactory to CIT and its
      counsel, and CIT and such counsel shall have received from the Company all
      such
      information and such counterpart
      originals or certified copies of documents, and such other agreements,
      instruments, approvals, opinions and other documents, as CIT or such counsel
      may
      reasonably request.

     

    (f) Consummation
      of BSI Acquisition.
      (i)
      Pursuant to the BSI Acquisition Documents (no provision of which shall have
      been
      amended or otherwise modified or waived without the prior written consent of
      CIT), BSI shall have merged with and into CSI, which shall be the surviving
      corporation in the Merger, and, after giving effect to the Merger, CSI shall
      have become the owner, free and clear of all liens, of all of the issued and
      outstanding capital stock of the New Borrowers and, all of the assets of BSI;
      (ii) all of the assets of BSI and New Borrowers shall be free and clear of
      all
      liens (other than (A) Permitted Encumbrances, and (B) each lien described on
      Exhibit
      B
      hereto);
      and (iii) each of the ESOP, BSI, the Shareholders and the Company shall have
      fully performed all of the obligations to be performed by such person in all
      material respects under the BSI Acquisition Documents on or prior to the Third
      Amendment Effective Date.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (g) Legal
      Fees and Expenses and Out-of-Pocket-Expenses.
      The
      Company shall have paid to CIT, in immediately available funds, (i) the fees
      and
      expenses of CIT’s legal counsel incurred in the
      preparation, execution
      and delivery of this
      Amendment, and
      (ii)
      an amount equal to the amount of all Out-of-Pocket-Expenses which were incurred
      by CIT in connection with the preparation, execution and delivery of this
      Amendment and the other related agreements, instruments and documents.
Such
      legal fees and expenses and Out-of-Pocket-Expenses
      shall be due and payable in full on the date hereof and may, at CIT’s option, be
      charged to the Company’s Revolving Loan Account.

     

    8.    Conditions
      Subsequent.
      The
      obligation of CIT to continue to make Revolving Loans (or otherwise extend
      credit under the Financing Agreement) is subject to CIT’s receipt not later than
      April 20, 2007 of the following:

     

    (a) Original
      certificate(s) for all issued and outstanding capital stock of Command
      Securities Services, Inc. together with stock power(s) executed in blank and
      resignation(s) of officers and directors executed in blank; and

     

    (b) Certificates
      of insurance designating CIT as loss payee and additional insured as to
      liability, together with a lenders loss payable endorsement, all with respect
      to
      coverage of the assets and operations of New Borrowers.

     

    9.    Representations
      and Warranties.
      The
      Company hereby represents and warrants to CIT as follows:

     

    (a) Representations
      and Warranties; No Event of Default.
      The
      representations and warranties
      herein,
      in Section
      7
      of the
      Financing Agreement and in each other Loan Document and certificate or other
      writing delivered to CIT pursuant hereto on or prior to the Third Amendment
      Effective Date are correct in all material respects on and as of the Third
      Amendment Effective Date as though made on and as of such date, except to the
      extent that such representations and warranties (or any schedules related
      thereto) expressly relate solely to an earlier date (in which case such
      representations and warranties are true and correct in all material respects
      on
      and as of such date); and no Default or Event of Default has occurred and is
      continuing on the Third Amendment Effective Date or would result from this
      Amendment becoming effective in accordance with its terms.

     

    (b) Organization,
      Good Standing, Etc.
      The
      Company (i) is a corporation duly organized, validly
      existing
      and in good standing under the laws of the State of New York, as to Command,
      and
      California, as to New Borrowers, and (ii) has all requisite power and
      authority to execute, deliver and perform this Amendment, and to perform the
      Financing Agreement, as amended hereby.

     

    (c) Authorization,
      Etc.
      The
      execution, delivery and performance by the Company of this Amendment, and the
      performance by the Company of the Financing Agreement, as amended hereby,
      (i) have been duly authorized by all necessary action on the part of the
      Company, (ii) do not and will not contravene the Company’s charter or
      by-laws, any applicable law or any material contractual restriction binding
      on
      or otherwise affecting it or any of its properties, (iii) do not and will
      not result in or require the creation of any lien (other than pursuant to any
      Loan Document) upon or with respect to any of its properties, and (iv) do
      not and will not result in any suspension, revocation, impairment, forfeiture
      or
      nonrenewal of any permit, license, authorization or approval applicable to
      its
      operations or any of its properties.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (d) Governmental
      Approvals.
      No
      authorization or approval or other action by, and no notice to or filing with,
      any governmental authority or other regulatory body is required in connection
      with the due execution, delivery and performance by the
      Company of
      this
      Amendment, or for the performance of the Financing Agreement, as amended
      hereby.

     

    (e) Enforceability
      of Loan Documents.
      Each of
      this Amendment, the Financing Agreement, as amended hereby, and each other
      Loan
      Document to which the
      Company
      is a
      party is a legal, valid and binding obligation of the
      Company,
      enforceable against the
      Company in
      accordance with its terms, except as such enforceability may be limited by
      or
      subject to any bankruptcy, insolvency, reorganization, moratorium or other
      similar laws affecting creditors' rights generally.

     

    (f) BSI
      Acquisition Documents.
      The
      Company has delivered to CIT a complete and correct copy of each of the BSI
      ESOP
      Stock Purchase Agreement and the BSI Merger Agreement, in each case including
      all schedules and exhibits thereto, the Escrow Agreement, and all other BSI
      Acquisition Documents. The BSI Acquisition Documents set forth the entire
      agreement and understanding of the parties thereto relating to the subject
      matter thereof, and there are no other agreements, arrangements or
      understandings, written or oral, relating to the matters covered thereby. The
      BSI Acquisition Documents are the legal, valid and binding obligations of the
      Company and, to the best knowledge of the Company, each of the other parties
      thereto, enforceable against the Company, and to the best knowledge of the
      Company, each of the other parties thereto, in accordance with their
      terms.

     

    (g) Consummation
      of BSI Acquisition.
      All
      conditions precedent to the consummation of the BSI Acquisition have been
      fulfilled or (with the written consent of CIT) waived, the BSI Acquisition
      Documents have not been amended or otherwise modified, and there has been no
      breach of any term or condition of the BSI Acquisition Documents. No
      authorization or approval or other action by, and no notice to or filing with,
      any governmental authority or any other person is required for such acquisition,
      other than such as have been or will be obtained on or prior to the Third
      Amendment Effective Date. As of the Third Amendment Effective Date, (i) pursuant
      to the BSI Acquisition Documents (no provision of which shall have been amended
      or otherwise modified or waived without the prior written consent of CIT),
      BSI
      shall have merged with and into CSI, which shall be the surviving corporation
      in
      the Merger, and, after giving effect to the Merger, CSI shall have become the
      owner, free and clear of all liens, of all of the issued and outstanding capital
      stock of the New Borrowers and all of the assets of BSI; (ii) all of the assets
      of BSI and New Borrowers are free and clear of any lien other than (i) Permitted
      Encumbrances and (ii) each lien described on Exhibit
      B
      hereto.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    10.    Consent.
      Notwithstanding anything to the contrary set forth in Section 7.9(g)
      of the
      Financing Agreement, CIT hereby consents to the BSI Acquisition pursuant to
      the
      BSI Acquisition Documents and agrees that such acquisition shall be permitted
      for all purposes of the Financing Agreement and the other Loan Documents. The
      foregoing consent shall be effective on the Third Amendment Effective Date.
      Notwithstanding the foregoing, (a) in no event shall any of the Accounts of
      New
      Borrowers (hereinafter, the “New
      Borrower Accounts”)
      be
      deemed “Eligible Accounts Receivable” and/or included in the calculation of the
      Borrowing Base under the Financing Agreement until (a) CIT shall have received
      a
      detailed ageing, in form and substance acceptable to CIT, of the New Borrower
      Accounts prepared as of March 31, 2007, (b) CIT shall have a perfected first
      priority security interest (subject only to Permitted Encumbrances and the
      liens
      described on Exhibit
      B
      hereto)
      on all of the assets of New Borrowers, and (c) all termination statements,
      releases of security interests and other instruments or documentation evidencing
      the termination of each lien described on Exhibit
      A
      attached
      hereto shall have been filed.

     

    11.    Miscellaneous.

     

    (a) Continued
      Effectiveness of the Financing Agreement.
      Except
      as otherwise expressly provided herein, the Financing Agreement and the other
      Loan Documents are, and shall continue to be, in full force and effect and
      are
      hereby ratified and confirmed in all respects, except
      that on
      and
      after the Third Amendment Effective Date (i) all references in the Financing
      Agreement to “this Agreement”, “hereto”, “hereof”, “hereunder” or words of like
      import referring to the Financing Agreement shall mean the Financing Agreement
      as amended by this Amendment, and (ii) all references in the other Loan
      Documents to which the Company is a party to the "Financing Agreement",
“thereto”, “thereof”, “thereunder” or words of like import referring to the
      Financing Agreement shall mean the Financing Agreement as amended by this
      Amendment. Except as expressly provided herein, the execution, delivery and
      effectiveness of this Amendment shall not operate as an amendment of any right,
      power or remedy of CIT under the Financing Agreement or any other Loan Document,
      nor constitute an amendment of any provision of the Financing Agreement or
      any
      other Loan Document.

     

    (b) Counterparts.
      This
      Amendment may be executed in any number of counterparts and by different parties
      hereto in separate counterparts, each of which shall be deemed to be an
      original, but all of which taken together shall constitute one and the same
      agreement. Delivery
      of an executed counterpart of this Amendment by telefacsimile or electronic
      mail
      shall be equally effective as delivery of a manually executed
      counterpart.

     

    (c) Headings.
      Section
      headings herein are included for convenience of reference only and shall not
      constitute a part of this Amendment for any other purpose.

     

    (d) Governing
      Law.
      This
      Amendment shall be governed by, and construed in accordance with, the law of
      the
      State of New York without giving effect to any conflict of law rule or principle
      that would give effect to the laws of another jurisdiction.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (e) Amendment
      as Loan Document.
      The
      Company hereby acknowledges and agrees that this Amendment constitutes a "Loan
      Document" under the Financing Agreement. Accordingly, it shall be an Event
      of
      Default under the Financing Agreement if any representation or warranty made
      by
      the Company under or in connection with this Amendment shall have been untrue,
      false or misleading in any material respect when made or if the Company fails
      to
      perform, keep, or observe any term, provision, condition, covenant, or agreement
      contained
      in this
      Amendment. 

     

    (f) Collateral.
      It is
      understood and agreed that all Collateral (including the Collateral granted
      by
      the New Borrowers pursuant to this Amendment) shall secure the Obligations
      under
      the Loan Documents. In
      addition, the Company confirms and agrees that to the extent that any Loan
      Document purports to assign or pledge to CIT, or to grant to CIT a lien on
      any
      collateral as security for the Obligations of the Company from time to time
      existing in respect of the Financing Agreement and the Loan Documents, such
      pledge, assignment and/or grant of a lien is hereby ratified and confirmed
      in
      all respects.

     

    (g) Waiver
      of Jury Trial.
      EACH OF
      COMMAND, RODGERS, STRATEGIC AND CIT HEREBY IRREVOCABLY WAIVES
      ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED
      UPON
      OR ARISING OUT OF THIS AMENDMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN,
      INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER
      COMMON LAW OR STATUTORY CLAIMS.

     

    [Signature
      page follows.]

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    



    IN
      WITNESS WHEREOF, the parties hereto have caused this Third Amendment and Consent
      to be executed and delivered as of the date first above written.

     

    
      	 	 	 
	 	Company:
	 	 
	 	
              COMMAND
                SECURITY CORPORATION,

              a New York corporation

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:
                Barry Regenstein

              Title:
                President

            
	 	 


    

     

    
      
        	 	 	 
	 	
                RODGERS
                  POLICE PATROL, INC.,

                a California corporation

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                

                Name:
                  Barry Regenstein

                Title:
                  President

              
	 	 


      

    

    
       

      
        
          	 	 	 
	 	
                  STRATEGIC SECURITY SERVICES,
                    INC.,

                  a California corporation

                
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                  
                    Name:
                      Barry Regenstein

                    Title:
                      President

                  

                
	 	 


        

      

      
         

        
          
            	 	 	 
	 	CIT
	 	 
	 	
                    
                      THE
                        CIT GROUP/BUSINESS CREDIT, INC.,

                      a
                        New York corporation

                    

                  
	 
 	 
 	 
 
	 	By:  	 
	 	
                    

                    
                      Name:
                        

                      Title

                    

                  
	 	 


          

        

         

      

    

     

    [Acknowledgment
      by CSI follows.]

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    Acknowledgment
      by Command Security Services, Inc.

     

    The
      undersigned Command Security Services, Inc., a New York corporation, hereby
      represents, warrants, covenants and agrees as follows:

     

    (a)    the
      description of the BSI Acquisition and of the Merger set forth in the preamble
      to the foregoing Third Amendment and Consent to Amended and Restated Financing
      Agreement is accurate in all respects,

     

    (b)    it
      has no
      assets other than the issued and outstanding voting stock of Rodgers and
      Strategic and does not intend to conduct any business other than acting as
      a
      holding company for such stock,

     

    (c)    it
      hereby
      consents to Rodgers and Strategic becoming joint and several obligors with
      Command under the Financing Agreement, and

     

    (d)    it
      agrees
      to provide an agreement of guaranty to CIT, in form and substance acceptable
      to
      CIT, guaranteeing all of the obligations of Command Security Corporation,
      Rodgers Police Patrol and Strategic Security Services, Inc. under the Financing
      Agreement

     

    IN
      WITNESS WHEREOF, the undersigned has caused this Acknowledgement to be executed
      and delivered as of the ___ day of April, 2007.

     

    
      	 	 	 
	 	
              COMMAND
                SECURITY SERVICES, INC.,

              a New York corporation

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:
                Barry Regenstein

              Title:
                President

            
	 	 


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    



    EXHIBIT
      A

    


    Liens
      to be terminated or amended on or before the Third Amendment Effective
      Date

    


    
      	
              DEBTOR

            	
              SECURED
                PARTY

            	
              RECORD
                NUMBER

            	
              JURISDICTION

            
	 
	
              Rodgers
                Police Patrol, Inc.

            	
              U.S.
                Bank, National Association

            	
              #9831360341,
                filed 11/3/98

            	
              California
                SOS

            
	
              Strategic
                Security Service, Inc.

            	
              U.S.
                Bank, National Association

            	
              #9734360519,
                filed 12/3/97

            	
              California
                SOS

            


    

    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    



    EXHIBIT
      B

    


    Permitted
      Liens

    


    


    
      	
              DEBTOR

            	
              SECURED
                PARTY

            	
              RECORD
                NUMBER

            	
              JURISDICTION

            
	 
	
              Rodgers

            	
              Lease
                Corporation of America

            	
              023960789

            	
              SOS
                California

            


    

    


    
      
        
        

      

      
        17