EX-1
from SC 13D/A
1 page
Exhibit (1) Agreement of Joint Filing Pursuant to Rule 13d-1(k) Promulgated Under the Securities Exchange Act of 1934, as Amended, the Undersigned Persons Hereby Agree to File With the Securities and Exchange Commission the Statement on Schedule 13d (The "Statement") to Which This Agreement Is Attached as an Exhibit, and Agree That Such Statement, as So Filed, Is Filed on Behalf of Each of Them. in Witness Whereof, the Undersigned Have Executed This Agreement. Dated: April 26, 2004 Bruce Galloway Gcm Security Partners, LLC By: Bruce Galloway Managing Member
12/34/56
EX-1
from SC 13D
1 page
Exhibit (1) Proxy for Good and Valuable Consideration, Receipt of Which Is Hereby Acknowledged, the Undersigned, Europa International by Knoll Capital Management, Its Investment Manager, Hereby Appoints Bruce Galloway, the Proxy of the Undersigned During the Proxy Term (As Defined Below), With Full Power to Vote at Any Duly Called Special or Annual Meeting of Shareholders or by Written Consent as Authorized by Law, in Such Manner as He, in His Sole Discretion, Deems Proper, as and When Issued, All of the Shares (The "Shares") of Common Stock of Command Security Corporation, a New York Corporation (The "Company") Owned by the Undersigned and Any Additional Shares of Common Stock Issued to the Undersigned During the Proxy Term. the Term of This Proxy Shall Commence on the Date Hereof and Shall Continue for a Three (3) Month Period From the Date Hereof (The "Proxy Term"). at Any Time and From Time to Time During the Proxy Term, the Undersigned Shall Execute and Deliver to Galloway or His Designees Such Additional Proxies or Instruments as May Be Deemed by Galloway Necessary or Desirable to Effectuate the Purposes of This Proxy or Further to Evidence the Right and Powers Granted Hereby. in Witness Whereof, the Undersigned Has Executed This Proxy as of the 6 Day of April, 2004. By: /S/ Fred Knoll Name: Fred Knoll, Knoll Capital Management Title: Investment Manager
12/34/56
