LOCK-UP
AGREEMENT

    


    This Lock-Up Agreement, dated as of
February __, 2010 (this “Agreement”), is made and entered into by and between
Compliance Systems Corporation, a Nevada corporation (the “Compliance”), and
_________________ [a natural person] [each a natural person] [a
____________corporation] [a ________limited partnership] [a _________limited
liability company] [a trust organized under the laws of ________] [a foundation
organized under the laws of _____________] (the “Shareholder”).

    


    WHEREAS, Compliance, CSC/Execuserve
Acquisition Corp., a Virginia corporation and wholly-owned subsidiary of
Compliance (“Sub”), and Execuserve Corp., a Virginia corporation (“Execuserve”),
are parties to that certain Agreement and Plan of Merger, dated as of February
5, 2010 (the “Merger Agreement”), pursuant to which Sub merged with and into
Execuserve (the “Merger”);

    


    [NOTE:
THE FOLLOWING WHEREAS CLAUSES TO BE USED IN LOCK-UP AGREEMENTS WITH CONVERSION
DEBT HOLDERS]

    


    WHEREAS, the Shareholder was the holder
of certain debt of Execuserve, in the principal amount of $__________ as of the
effective time of the Merger (the “Shareholder Debt”), which Shareholder Debt
(principal and interest) Shareholder agreed to exchange (the “Exchange”) for
_______ shares (the “Shares”) of the common stock, par value $0.001 per share
(the “Compliance Common Stock”) of Compliance, such exchange to occur
simultaneously with the effective time of the Merger;

    


    WHEREAS, the Shares are evidenced by
certificate number _____ (the “Compliance Share Certificate”); and

    


    WHEREAS, as conditions precedent (the
“Conditions Precedent”) to Compliance’s obligations to consummate the Merger and
other transactions contemplated by the Merger Agreement, the holders of certain
debt of Execuserve, including the Shareholder Debt, were required to agree to
exchange such debt for shares of Compliance Common Stock and further agree to
certain restrictions (the “Lock-Up Restrictions”) on the transferability of such
shares, including the Shares;

    


    WHEREAS, Compliance would not have
entered into the Merger Agreement nor consummated the Merger if the Conditions
Precedent were not required and satisfied;

    


    [NOTE:
THE FOLLOWING WHEREAS CLAUSES TO BE USED IN LOCK-UP AGREEMENTS WITH EXECUSERVE
STOCKHOLDERS]

    


    WHEREAS, the Shareholder was a
shareholder of Execuserve who is entitled to receive _______ shares (the
“Shares”) of the common stock, par value $0.001 per share (the “Compliance
Common Stock”) of Compliance, in exchange (the “Exchange”) for the Shareholder’s
Execuserve stock as a result of the Merger;


    
      
         


      

      
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    WHEREAS, the Shares are evidenced by
certificate number _____ (the “Compliance Share Certificate”); and

    


    WHEREAS, the Merger Agreement requires
that, in connection with the Exchange, each former shareholder of Execuserve,
including the Shareholder,  agree to certain restrictions (the
“Lock-Up Restrictions”) on the transferability of shares of Compliance Common
Stock, including the Shares, that such shareholder is to receive in connection
with the Merger;

    


    WHEREAS, Compliance would not have
entered into the Merger Agreement nor consummated the Merger if the Lock-Up
Restrictions were not required and satisfied;

    


    NOW, THEREFORE, in consideration of the
foregoing and the covenants and agreements set forth in this Agreement, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties to this Agreement, intending to be legally
bound by this Agreement, agree as follows:

    


    1.           Restriction on Transfer of
Shares.  Unless a written waiver is given by the affirmative
vote of a majority of the members of the board of directors of the Company, the
Shareholder shall not transfer, sell, assign or convey, or offer or agree to
transfer, sell, assign or convey (in each instance, a “Transfer”), any of the
Shares subject to the ability to transfer such Shares in the following amounts
and during the following periods:

    


    
      	
               
      

            	
              (a)

            	
              a
      number of Shares that cannot exceed 25% of the aggregate number of Shares
      may be Transferred on or after the date that is 6 months after the
      Effective Time (as such term is defined in the Merger
      Agreement);

            


    

    
      	
               
      

            	
              (b)

            	
              an
      additional number of Shares that cannot exceed 25% of the aggregate number
      of Shares may be Transferred on or after the date that is 12 months after
      the Effective Time;

            


    

    
      	
               
      

            	
              (c)

            	
              an
      additional number of Shares that cannot exceed 25% of the aggregate number
      of Shares may be Transferred on or after the date that is 18 months after
      the Effective Time; and

            


    

    
      	
               
      

            	
              (d)

            	
              the
      balance of the Shares may be Transferred on or after the date that is 24
      months after the Effective Time.

            


    

    


    2.           Notation
of Shares.

    


    (a)           With
respect to the Lock-Up Restrictions, the Share Certificate, and every other
stock certificate evidencing any of the Shares, shall contain the following
notation:

    


    “THE SHARES OF COMMON STOCK
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP AGREEMENT, DATED AS OF
FEBRUARY ___, 2010.  THE SHARES OF COMMON STOCK REPRESENTED BY THIS
CERTIFICATE MAY ONLY BE TRANSFERRED IN ACCORDANCE WITH SUCH AGREEMENT AND IN
ACCORDANCE WITH OTHER APPLICABLE SECURITIES LAWS.  A COPY OF SUCH
AGREEMENT IS ON FILE AT THE CORPORATION’S PRINCIPAL
OFFICE.”


    
      
         


      

      
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    (b)           Shareholder
acknowledges that (i) the Shares have not been registered under the Securities
Act of 1933, as amended (the “Securities Act”) or under the “blue sky” or
securities laws of any state and (ii) as a result of such lack of registration,
the Shares may not be resold or otherwise transferred or disposed without
registration pursuant to or an exemption therefrom available under the
Securities Act and such state securities laws.  As a result of such
lack of registration and restriction on transferability of the Shares, the Share
Certificate, and every other stock certificate evidencing any of the Shares,
shall contain the following additional notation:

    


    “THE
SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THESE SHARES HAVE BEEN
ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE,
AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF
COUNSEL SATISFACTORY TO THE ISSUER OF THESE SHARES TO THE EFFECT THAT
REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND SUCH STATE SECURITIES
LAWS.”

    


    3.           Remedies.  The
Shareholder acknowledges and agrees that the Company could not be made whole by
monetary damages in the event of any default by the Shareholder of the terms and
conditions set forth in this Agreement.  It is accordingly agreed and
understood that the Company (including its subsidiaries and affiliated
entities), in addition to any other remedy which each may have at law or in
equity, shall be entitled to an injunction or injunctions to prevent breaches of
this Agreement and specifically to enforce the terms and provisions hereof in
any action instituted in any court of the United States, or in any other court
that has appropriate jurisdiction.

    


    4.           Term.  The covenants
and obligations contained in this Agreement shall expire and be of no further
force and/or effect on the date that is two years after the Effective
Time.

    


    5.           Amendment and
Modification.  This Agreement may not be changed, modified or
rescinded orally.  Any change, modification or rescission need be in
writing, signed by the party against whom enforcement of any change,
modification or rescission is sought.

    


    6.           Entire
Agreement.  This Agreement constitutes the entire agreement and
supersedes all prior agreements and understandings, both written and oral, among
the parties with respect to the Shares; provided, however, that this
Agreement shall in no way limit the enforceability or effectiveness of any of
the terms and/or provisions contained in the Agreement.


    
      
         


      

      
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    7.           Severability.  If
any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction or other authority to be invalid, void,
unenforceable or against its regulatory policy, the remainder of the terms,
provisions, covenants and restrictions of this Agreement shall remain in full
force and effect and shall in no way be affected, impaired or
invalidated.

    


    8.           Governing Law;
Jurisdiction.  This Agreement shall be governed and construed
in accordance with the laws of the State of New York applicable to contracts to
be made and performed entirely therein without giving effect to the principles
of conflicts of law thereof or of any other jurisdiction.  Each of the
parties hereto hereby (a) expressly and irrevocably submits to the exclusive
personal jurisdiction of any United States federal court located in the Eastern
District of the State of New York or any New York state court located in Nassau
County, New York in the event any dispute arises out of this Agreement or any of
the transactions contemplated by this Agreement, (b) agrees that it will not
attempt to deny or defeat such personal jurisdiction by motion or other request
for leave from any such court and (c) agrees that it will not bring any action
relating to this Agreement or any of the transactions contemplated by this
Agreement in any court other than the courts referred to in clause (a) of this
section 10, provided, however, that each of the parties shall have the right to
bring any action or proceeding for enforcement of a judgment entered by any of
such courts in any other court or jurisdiction.

    


    9.           Assignment.  Neither
this Agreement nor any of the rights, interests or obligations hereunder shall
be assigned by any of the parties hereto (whether by operation of law or
otherwise) without the prior written consent of the other
parties.  Subject to the preceding sentence, this Agreement will be
binding upon, inure to the benefit of and be enforceable by the parties and
their respective permitted successors and assigns.

    


    10.         Headings.  Headings
of the sections of this Agreement are for convenience of the parties only and
shall be given no substantive or interpretative effect whatsoever.

    


    11.         Waiver.  Except as
otherwise provided in this Agreement, any failure of any of the parties to
comply with any obligation, covenant, agreement or condition herein may be
waived by the party or parties entitled to the benefits thereof only by a
written instrument signed by the party granting such waiver, but such waiver or
failure to insist upon strict compliance with such obligation, covenant,
agreement or condition shall not operate as a waiver of, or estoppel with
respect to, any subsequent or other failure.

    


    IN WITNESS WHEREOF, each of the parties
hereto has caused this Agreement to be signed by their respective officers
thereunto duly authorized as of the date first written above.

    


    
      
        
          
            
              	
                      Compliance:

                    	 
      	
                      Shareholder:

                    
	
                      Compliance
      Systems Corporation

                    	 
      	 
      
	 
      	 
      	 
      
	
                      By:

                    	
                        

                    	 
      	
                      By:

                    	 
      
	 
      	
                      Dean
      R. Garfinkel, President

                    	 
      	 
      


            

          

        

      

    

     

    
      
         


      

      
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