EMPLOYMENT
AGREEMENT

     

    This Employment Agreement (this
“Agreement”), dated as
of February 9, 2010 (the “Effective Date”), is by and
between Execuserve
Corp., a Virginia corporation (the “Company”), and Jim Robinson, an individual
residing in Foster, Virginia (the “Executive”).

    


    RECITALS

    


    WHEREAS, Executive possesses
an intimate knowledge of the business in which the Company is
engaged;

    


    WHEREAS, the Board of
Directors of the Company (the “Board”) recognizes the
Executive's contribution as CEO and President would be essential to the growth
and success of the Company and desires to assure the Company of Executive's
continued employment in an executive capacity and to compensate Executive
therefor;

    


    WHEREAS, Executive is desirous
of committing himself to serve the Company on the terms provided in this
Agreement;

    


    WHEREAS, the Executive and the
Company are parties to that certain Agreement and Plan of Merger, dated as of
February 5, 2010 (the “Merger Agreement”); and

    


    WHEREAS, in accordance with
the Merger Agreement, the Company is a wholly owned subsidiary of Compliance
Systems Corporation, a Nevada corporation (“Compliance”).

    


    NOW, THEREFORE, in
consideration of the foregoing and of the respective covenants and agreements of
the parties herein contained, and other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the parties agree as set
forth below.

    


    
      	
              1.

            	
              Employment;
      Term.

            


    

    


    (a)           Subject
to the terms and conditions set forth in this Agreement, the initial term (the
“Initial Term”) of Executive’s
employment by the Company under this Agreement
shall commence on the Effective Date and shall terminate on February 1,
2012.

    


    (b)           Notwithstanding
the provisions of paragraph 1(a) of this Agreement, the term of employment of
Executive under this Agreement, as set forth in paragraph 1(a), shall
automatically be extended, without any further action by the Company or
Executive, for successive one year periods (each, an “Option Term” and, collectively
with the Initial Term, the “Employment Term”), on the same
terms and conditions as set forth in this Agreement.  If either party
shall desire to terminate Executive's employment by the Company at the end of
the Initial Term or any Option Term, such party shall give written notice of
such desire to the other party at least 90 days prior to the expiration of the
Initial Term or such Option Term, as the case may be.  At the
expiration of the Initial Term or then existing Option Term, as the case may be,
the Company shall have no further obligation to Executive, and Executive shall
have no further obligation to Company, except with respect to (i) Executive's
obligations to the Company pursuant to sections 8, 9 and 10, (ii) the Company's
obligations to Executive pursuant to sections 4 and 11 and (iii) any other
obligations the Company may have to Executive and/or Executive may have to the
Company under applicable law governing the relationship of an employer to an
employee and/or an employee to an employer upon and following termination of
such relationship.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
              2.

            	
              Position
      and Duties.

            


    

    


    (a)           During
the Employment Term, Executive shall serve as the CEO and President of the
Company, reporting only to the Board, and shall have supervision and control
over, and responsibility for, the Company, and shall have such other powers and
duties as may from time to time be prescribed by the Board, provided that such
duties are consistent with Executive's then present duties and with Executive's
position.

    


    (b)           Executive
agrees to devote Executive's full working time, attention, efforts, loyalties
and energies to the business and affairs of the Company throughout the
Employment Term.

    


    
      	
              3.

            	
              Place
      of Performance.

            


    

    


    (a)           During
the Employment Term, Executive shall be based at the Company’s office (the
“Office”) located at 6688 Main Street, Gloucester VA 23061.

    


    (b)           Notwithstanding
the provisions of paragraph 3(a), Executive shall comply with the travel
requirements of Executive’s position with the Company, including, but not
limited to, the requirements that Executive may be required to perform services
on a temporary basis at locations other than the Office and travel to visit
customers, suppliers, licensees and/or licensors of the Company and to attend
conventions and expositions in connection with the marketing and sale of product
and services of the Company, or otherwise in connection with the business and
operations of the Company.

    


    
      	
              4.

            	
              Compensation.

            


    

    


    (a)           Base
Salary.  Commencing as of the Effective Date and thereafter
during the Employment Term, the Company shall pay to Executive an annual base
salary pursuant to Schedule A attached, payable in substantially equal
semi-monthly installments or in the manner and on the timetable which the
Company’s payroll is customarily handled or at such intervals as the Company and
Executive may hereafter agree to from time to time.  The Executive
agrees that he shall not, under any circumstances, receive any compensation of
any kind (including, but not limited to, commissions from third parties) from
any entity other than the Company and/or Compliance, without the Board’s written
consent.


    
      
         


      

      
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    (b)           Discretionary Increases in
Base Salary.  Executive's Base Salary may, but is not required
to, be increased from time to time, based upon Executive's performance and other
relevant factors as the Board, in the Board’s sole discretion, may deem
appropriate, without affecting any other provisions of this
Agreement.

    


    (c)           Incentive Compensation;
Bonus Pool.

    (i)           For
each twelve month period ending on December 31st of each
calendar year (each, a “Bonus
Pool Period”) during the Employment Term in which Compliance shall have a
Pre-Tax Profit (as such capitalized term is defined in clause 4(d)(iv) of this
Agreement), Compliance shall place into a bonus pool (each, a “Bonus Pool”) an amount equal
to the sum of (x) 25% of the first $10,000,000 of Pre-Tax Profit for the Bonus
Pool Period plus (y) 10% of the
Pre-Tax Profit for the Bonus Pool Period in excess of
$10,000,000.  The Bonus Pool for each Bonus Pool Period shall be
determined by Compliance’s regularly employed outside auditors (the “Auditors”) (unless the making
of such determination would cause the Auditors to be deemed not independent
under the rules and regulations of the Securities and Exchange Commission and
Public Company Accounting Oversight Board (“PCAOB”) with respect to the
qualifications of a registrant’s outside auditors, in which event such
determination shall be made by another firm of independent accountants register
with PCAOB as chosen by Compliance, in Compliance’s sole discretion), whose
determination, absent mathematical error, shall be binding on Compliance and
Executive.  The amount of the Bonus Pool for each Bonus Pool Period
shall be determined as soon as possible following the end of the applicable
Bonus Pool Period, but in no event later than 120 days following the end of the
subject Bonus Pool Period and Compliance shall cause the Auditors to give
Compliance and Executive prompt written notice of the amount of the Bonus Pool
once determined.  (The date of the giving of such written notice by
the Auditors is referred to in this Agreement as the “Bonus Pool Determination
Date.”)

    (ii)          Within
90 days following the end of each Bonus Pool Period, the Board shall determine
which officers, employees, consultants and advisors to the Company shall be
entitled to share in the Bonus Pool for such Bonus Pool Period, if any, and the
portion (expressed in a percentage) assigned to each such officer, employee,
consultant and advisor; provided, however, that
Executive shall automatically be deemed to be included in the persons entitled
to share in the subject Bonus Pool.  The Board shall cause written
notice to be given to each officer, employee, consultant and advisor, including
Executive, which the Board determines to be entitled to share in the subject
Bonus Pool and the portion of the Bonus Pool that has been assigned to the
officer, employee, consultant and advisor.

    (iii)         No
later than 30 days after each Bonus Pool Determination Date, Compliance shall
tender to each officer, employee, consultant and advisor, including Executive,
entitled to receive a portion of the Bonus Pool with respect to such Bonus Pool
Determination Date that officer’s, employee’s, consultant’s and advisor’s
portion of the Bonus Pool.  Each such tender of a portion of any Bonus
Pool shall be made in the form of a lump sum payment; provided, however, that
Compliance shall have the right to tender an officer’s, employee’s, consultant’s
and advisor’s portion of the Bonus Pool in up to six equal monthly installments
(commencing no later than 30 days following the applicable Bonus Pool
Determination Date) in the event that the officer’s, employee’s, consultant’s
and advisor’s portion of the subject Bonus Pool exceeds $50,000 (in which event,
such officer, employee, consultant and advisor receiving installment payments
shall not be entitled to any interest on the deferred
payments).


    
      
         


      

      
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    (iv) 
       For purposes of this Agreement, the
term “Pre-Tax Profit”
shall mean, with respect to each Bonus Pool Period, an amount equal to the
taxable income (before allocation of federal and state income and/or franchise
taxes) of Compliance that is reduced by all expenses, including, but not limited
to, depreciation, amortization, extraordinary items and amounts owing to
officers that are accrued but unpaid that are not currently deductible for tax
purposes.

    


    (d)           Expenses.  During
the Employment Term, Executive shall be entitled to receive prompt reimbursement
for all reasonable expenses incurred by Executive in performing Executive’s
services under this Agreement, provided that Executive properly accounts for
such expenses in accordance with Company policy, including, but not limited to,
providing the Company with original or duplicate copies of receipts for expenses
paid for by Executive for which reimbursement is being requested.

    


    (e)           Fringe
Benefits.  During the Employment Term,

    (i)           The
Executive shall be entitled to participate in and receive benefits under all of
Compliance’s subsidiaries employee benefits plans and arrangements in effect
with respect to other persons on a similar level as the Executive as of the
Effective Date or enacted after the Effective Date subject to availability and
the Board’s reasonable discretion;

    (ii)          Executive
shall be entitled to an aggregate of 20 personal days (which, for purposes of
this Agreement, shall include vacation and/or sick days) in each calendar year
(prorated in any calendar year during which Executive is employed under this
Agreement for less than the entire of such calendar year in accordance with the
number of days in such calendar year during which Executive is so employed),
provided, however, that the Executive shall not, under any circumstances, be
permitted to utilize 10 or more personal days on consecutive business days;
and

    (iii)         Executive
shall be entitled to all paid holidays given by the Company to the Company’s
senior executive officers.

    


    (f)
           Perquisites.  In
addition to the other benefits provided for in this section 4, during the
Employment Term, Executive shall be entitled to receive the fringe benefits
appertaining to the offices of CEO and President of the Company in the
discretion of the Board of Directors, except that, so long as Executive remains
an executive or senior officer of the Company, Executive shall not be entitled
to a fee with respect to Executive's attendance at any meeting of the Board or
any committee of the Board.

    


    (g)           Incentive Compensation;
Bonus Based on Increased Cash Position.  In addition to the
other compensation Executive is entitled to receive under this section 4,
Executive shall be entitled to additional compensation in accordance with
Schedule B to this Agreement.


    
      
         


      

      
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    (h)           Retention
Shares.  .  In addition to the other compensation
Executive is entitled to receive under this section 4, (i) provided that
Executive is in the employ of the Company on the date which is six months after
the date of this Agreement, Executive shall receive 792,555 shares of the common
stock, par value $0.001 per share (the “Compliance Common Stock”), of
Compliance as of such six-month date, (ii) provided that Executive is in the
employ of the Company on the date which is twelve months after the date of this
Agreement, Executive shall receive an additional 792,555 shares of Compliance
Common Stock as of such twelve-month date, (iii) provided that Executive is in
the employ of the Company on the date which is eighteen months after the date of
this Agreement, Executive shall receive an additional 792,555 shares of
Compliance Common Stock as of such eighteen-month date, and (iv) provided that
Executive is in the employ of the Company on the second anniversary of the date
of this Agreement, Executive shall receive an additional 792,555 shares of
Compliance Common Stock as of such second anniversary date.  Such
aggregate 3,170,220 shares (the “Robinson Retention Shares”)
are a portion of the shares of Compliance Common Stock referred to as Retention
Shares in the Merger Agreement.  Executive acknowledges that (x) the
Robinson Retention Shares have not been, and will not have been as of their
issuance dates, registered under the Securities Act of 1933, as amended, nor any
state securities laws, (y) each stock certificate evidencing any of the Robinson
Retention Shares will be appropriately legended to note such lack of
registration and (z) Compliance may require Executive to execute documents that
Compliance reasonably believes necessary in connection with the issuances of the
Robinson Retention Shares.

    


    (i)
           No
Off-Set.  No amounts paid to or on behalf of Executive under
any plan or arrangement in accordance with paragraphs 4(c), (d), (e), (f), (g)
and (h) shall be deemed to be paid in lieu of other compensation to which
Executive is entitled to receive or benefit from under this
Agreement.

    


    5.           Disability.  If,
during the Employment Term, Executive becomes unable, for 25 consecutive work
days or 50 or more working days in any twelve-month period, to perform
Executive’s services pursuant to this Agreement due to ill health or other
physical or mental incapacity (each, a “Disability”), the Company may
thereafter, upon no less than fifteen calendar days’ prior written notice (each,
a “Disability Status
Notice”) to Employee, place Executive on disability leave (“Disability
Leave”).  In any determination by the Board as to the giving of
a Disability Status Notice, Executive, if a member of the Board, shall abstain
from voting on such matter (but shall be deemed present for the determination of
whether a quorum exists at the meeting at which such determination is
made).  After being placed on Disability Leave and for the remainder
of the Employment Term (which may be terminated in accordance with paragraph
6(c) of this Agreement), Executive shall thereafter only be entitled to receive
any amount payable to Executive under any disability insurance policy the
premiums for which were paid for, in whole or part, by the Company, which
Executive was entitled to receive as of the date of the giving of the Disability
Status Notice until such time as Executive returns to full-time status and
provides the Company with a written medical opinion (a “Medical Opinion of No
Disability”), reasonably acceptable to the Board, that the reason for
Executive’s inability to previously provide Executive’s services under this
Agreement has been cured, is no longer affecting Executive or has otherwise been
relieved (through medication or otherwise) to the extent necessary for Executive
to perform Executive’s services to the full extent contemplated by this
Agreement.  During period prior to the giving a Disability Status
Notice, Executive shall receive the compensation due Executive pursuant to
section 4 (subject to the number of vacation, sick and personal days Executive
is entitled to utilize under clause 4(e)(iii).


    
      
         


      

      
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              6.

            	
              Termination.

            


    

    


    (a)           Death.  Executive's
employment with the Company under this Agreement and the Employment Term shall
automatically terminate upon Executive's death.

    


    (b)           Cause.  The
Board of Directors of the Company shall have the right to terminate Executive's
employment with the Company under this Agreement and the Employment Term for
Cause.  For the purposes of this Agreement, the Company shall have
“Cause” to terminate
Executive's employment with the Company under this Agreement and the Employment
Term upon the occurrence of any of the following events:

    (i)           the
failure by Executive to perform Executive's duties under this Agreement (other
than any such failure resulting from Executive's Disability) and such failure
continues uncured for more than 30 calendar days after Executive is given
written notice of such failure by the Company,

    (ii)          Executive
is found guilty of, or pleas nolo contendre to, a felony
or other crime involving moral turpitude or any other act or omission involving
misappropriation, embezzlement, dishonesty or fraud with respect to the Company
or any of the Company’s customers, clients, suppliers or
distributors,

    (iii)         Executive
engages in conduct causing the Company or any of the Company’s products or
services substantial public disgrace or disrepute resulting in substantial
economic harm to the Company,

    (iv)      
  Executive engages in any act or omission that would knowingly aid or
abet a competitor, supplier, customer, client or key retailer of the Company to
the material disadvantage or detriment of the Company or the Company’s products
or services, or

    (v)   
      Executive breaches in a material manner any
of Executive’s obligations under this Agreement, and such breach continues
uncured for more than 30 calendar days after Executive is given written notice
of such breach by the Company.

    


    (c)           Disability.  The
Board of Directors of the Company shall have the right to terminate Executive’s
employment with the Company under this Agreement and the Employment Term at any
time following the date which is fifteen days after the giving of a Disability
Status Notice but prior to receiving a Medical Opinion of No
Disability.

    


    (d)           Termination by the Company
Other than Due to Death, Disability or for Cause.   The
Board of Directors of the Company shall have the right to terminate Executive's
employment under this Agreement and the Employment Term, other than due to the
death or Disability of Executive or for Cause, on a voluntary basis and for no
reason (a “Company Voluntary
Termination”) on no less than fifteen days’ prior written notice given to
Executive.


    
      
         


      

      
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    (e)           Termination by
Executive.  Executive shall have the right in either event, on
no less than fifteen days’ prior written notice given to the Board, to terminate
Executive's employment under this Agreement and the Employment
Term:

    (i)           for
“Good Reason,” which for purposes of this Agreement, shall mean in the event the
Company materially reduces the Executive’s responsibilities or if the Company
moves the Executive to a location that is 150 miles away from the
Office,

    (ii)          voluntarily
or for no reason (an “Executive
Voluntary Termination”), or

    (iii)         following
a material breach of this Agreement by the Company (an “Executive Termination for
Breach”).

     

    (f)           Notice of
Termination.  Any termination of Executive's employment under
this Agreement and the Employment Term by the Company pursuant to paragraphs
6(b), (c) or (d) or by Executive pursuant to paragraph 6(e) shall be
communicated in writing by means of the giving of a notice (a “Notice of Termination”) to the
other party to this Agreement.  Each Notice of Termination shall
indicate the specific termination provision in this Agreement relied upon and
shall set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of Executive's employment and the Employment
Term under the provision so indicated.  In any determination by the
Board as to termination of Executive’s employment under this Agreement and the
Employment Term, Executive, if a member of the Board, shall abstain from voting
on such matter (but shall be deemed present for the determination of whether a
quorum exists at the meeting at which such determination is made).

    


    (g)           Termination
Date.  For purposes of this Agreement, the capitalized term
“Termination Date” shall
mean:

    (i)           if
Executive's employment under this Agreement and the Employment Term is
terminated due to Executive's death, the date of Executive's death,

    (ii)          if
Executive's employment under this Agreement and the Employment Term is
terminated pursuant to paragraphs 6(b), (c), (d) or (e), the date specified in
the Notice of Termination.

    


    
      	
              7.

            	
              Compensation
      Upon Termination.

            


    

    


    (a)           Death.  If
Executive's employment by the Company under this Agreement and the Employment
Term are terminated by reason of Executive's death, the Company shall pay to
Executive's estate, as death benefits, the following:

    (i)           an
amount equal to the amount of the Base Salary in effect as of the Termination
Date multiplied by a fraction, the numerator of which is the number of completed
years of employment of Executive by the Company or any subsidiary of the Company
(which, for the purposes of this Agreement, shall be deemed to have commenced on
the Effective Date) and the denominator of which shall be five; of which (A)
one-half (1/2) is payable in one lump sum no later than two-and-one-half months
after the end of the calendar year in which Executive's death shall occur and
(B) the remaining one-half (1/2) is payable in 24 equal monthly installments,
without interest, commencing no later than the first anniversary of the date of
the lump sum payment referred to in clause (A) of this subparagraph 7(a)(i);
and


    
      
         


      

      
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    (ii)          from
the Bonus Pool, if any, for the Bonus Pool Period in which Executive’s death
shall occur, an amount derived from (x) multiplying the amount of the Bonus
Pool, if any, by a fraction, the numerator of which shall be the number of
calendar days during such Bonus Pool Period prior to Executive’s death and the
denominator of which is the number of calendar days during the Bonus Pool
Period; payable at such times and in such amounts as Executive would have been
entitled to receive Executive’s portion of the Bonus Pool in accordance with the
provisions of paragraph 4(c) of this Agreement had Executive’s death not
occurred.

    


    Such
death benefits amount shall be exclusive of and in addition to any payments
Executive's widow, beneficiaries or estate may be entitled to receive pursuant
to any pension or employee    benefit plan of the Company in
which Executive participated in as of the date of Executive’s
death.  In addition, any Base Salary due Executive for periods prior
to Executive’s death shall be paid to Executive’s estate at such times and in
such amounts as Executive would have been entitled to receive under the terms of
this Agreement (or other agreement entered into by the Company and Executive)
had Executive’s death not occurred.  Upon payment of such death
benefits, the Company shall have no further obligations to Executive under this
Agreement or otherwise.

    


    (b)           Disability.  If
Executive’s employment by the Company under this Agreement and the Employment
Term are terminated by reason of Executive’s Disability, the Company shall pay
to Executive or Executive’s legally appointed representative, as Disability
benefits, the following:

    (i)           an
amount equal to the amount of the Base Salary in effect as of the Termination
Date multiplied by a fraction, the numerator of which is the number of completed
years of employment of Executive by the Company or any subsidiary of the Company
and the denominator of which shall be five; of which (A) one-half (1/2)
is  payable in one lump sum no later than two-and-one-half months
after the end of the calendar year in which the Termination Date shall occur and
(B) the remaining one-half (1/2) is payable in 24 equal monthly installments,
without interest, commencing no later than the first anniversary of the date of
the lump sum payment referred to in clause (A) of this subparagraph 7(b)(i);
and

    (ii)          from
the Bonus Pool, if any, for the Bonus Pool Period in which the Termination Date
shall occur an amount derived from the amount of such Bonus Pool, if any, by a
fraction, the numerator of which shall be the number of calendar days during
such Bonus Pool Period prior to the Termination Date and the denominator of
which is the number of calendar days during the Bonus Pool Period; payable at
such times and in such amounts as Executive would have been entitled to receive
Executive’s portion of the Bonus Pool in accordance with the provisions of
paragraph 4(c) of this Agreement had Executive’s Disability not
occurred.

    


    Such
Disability benefits amount shall be exclusive of and in addition to any payments
Executive or Executive's representative may be entitled to receive pursuant to
any disability plan of the Company in which Executive participated in as of the
Termination Date.  In addition, any Base Salary due Executive for
periods prior to the Termination Date shall be paid to Executive or Executive’s
representative at such times and in such amounts as Executive would have been
entitled to receive under the terms of this Agreement (or other agreement
entered into by the Company and Executive) had Executive’s Disability not
occurred.  Upon payment of such Disability benefits, the Company shall
have no further obligations to Executive under this Agreement or
otherwise.


    
      
         


      

      
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    (c)           Cause.  If
Executive's employment with the Company under this Agreement and the Employment
Term are terminated for Cause, any Base Salary due Executive for periods prior
to the Termination Date shall be paid to Executive at such times and in such
amounts as Executive would have been entitled to receive such Base Salary under
the terms of this Agreement (or other agreement entered into by the Company and
Executive) had Executive’s termination for Cause not occurred, and the Company
shall have no further obligations to Executive under this Agreement or
otherwise.

    


    (d)          
Company Voluntary
Termination.  If Executive's employment with the Company under
this Agreement and the Employment Term are terminated by reason of a Company
Voluntary Termination, then:

    (i)           Either,
at the sole option of Executive to be exercised, in writing, no later than 30
days following the Termination Date:

    (A)          the
Company shall pay to Executive an amount equal to three months Base Salary and
provide all other benefits required to be provided by the Company under section
4 of this Agreement, as in effect as of the Termination Date, at such times and
in such amounts as Executive would have been entitled to receive under the terms
of this Agreement had the Company Voluntary Termination not occurred, including,
but not limited to participation in each year’s Bonus Pool and all fringe
benefits; or

    (B)           (I)           an
amount equal to the amount of the Base Salary in effect as of the Termination
Date multiplied by a fraction, the numerator of which is the number of completed
years of employment of Executive by the Company or any subsidiary of the Company
and the denominator of which shall be five; of which (1) one-half (1/2)
is  payable in one lump sum no later than two-and-one-half months
after the end of the calendar year in which the Termination Date shall occur and
(2) the remaining one-half (1/2) is payable in 24 equal monthly installments,
without interest, commencing no later than the first anniversary of the date of
the lump sum payment referred to in subclause (1) of this clause 7(d)(i)(B);
and

    (II)          from
the Bonus Pool, if any, for the Bonus Pool Period in which the Termination Date
shall occur an amount derived from (1) multiplying the amount of
such  Bonus Pool, if any, by a fraction, the numerator of which shall
be the number of calendar days during such Bonus Pool Period prior to the
Termination Date and the denominator of which is the number of calendar days
during the Bonus Pool Period; payable at such times and in such amounts as
Executive would have been entitled to receive Executive’s portion of the Bonus
Pool in accordance with the provisions of paragraph 4(c) of this Agreement had
Executive’s Disability not occurred.


    
      
         


      

      
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    (ii)          all
outstanding unexercised stock options granted by the Company to Executive as of
the Termination Date shall become fully vested and exercisable as of the
Termination Date and shall continue to be exercisable for the life of such
option; and

    


    (e)           Executive Voluntary
Termination.  If Executive's employment with the Company under
this Agreement and the Employment Term are terminated by reason of an Executive
Voluntary Termination, then:

    (i)           any
Base Salary due Executive for periods prior to the Termination Date shall be
paid to Executive at such times and in such amounts as Executive would have been
entitled to receive such Base Salary under the terms of this Agreement (or other
agreement entered into by the Company and Executive) had the Executive Voluntary
Termination not occurred,

    (ii)          the
Company shall have no further obligations to Executive under this Agreement or
otherwise.

    


    (f) 
          Executive Termination for
Breach.  If Executive's employment with the Company under this
Agreement and the Employment Term are terminated by reason of an Executive
Termination for Breach, then the Company shall pay Executive all amounts payable
to Executive and provide all other benefits required to be provided by the
Company under section 4 of this Agreement through the last day of the Employment
Term, as in effect as of the Termination Date, at such times and in such amounts
as Executive would have been entitled to receive under the terms of this
Agreement had the Executive Termination for Breach not occurred;
and

    


    (g)           Good Reason. If
Executive terminates Executive’s employment under this Agreement and the
Employment Term for Good Reason, then it shall be deemed a Company Voluntary
Termination and the Executive shall receive the compensation as set forth in
Section 7(d) hereof.

    


    (h)           No Obligation to Mitigate
Damages.  Executive shall not be required to mitigate the
amount of any payment provided for in paragraphs 7(c), (d),  and (e)
by seeking other employment or otherwise, nor will the amounts payable to
Executive under this section 7 be reduced by reason of Executive securing other
employment or for any other reason, unless otherwise provided in this
Agreement.

    


    (i)
           Impact of Sections 280G and
409A of the Internal Revenue Code.

    (i)           Notwithstanding
anything to the contrary contained in this Agreement, the maximum amounts
payable to Executive under this section 7, together with all other amounts that
may be due or payable to Executive under this Agreement as result of the
termination of employment of Executive under this Agreement and the Employment
Term, shall not exceed the amount equal to the amount which would otherwise
result in an “excess parachute payment” under Section 280G of the Internal
Revenue Code of 1986, as amended (the “Code”), or to any successor to
said section or the Code, minus $1.00, in each case giving effect to the present
value of any future payment required under this section 7 or otherwise in this
Agreement.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    (ii)          Notwithstanding
anything to the contrary contained in this Agreement, including, but not limited
to, the provisions of clause 7(j)(i), if a time restriction is required to avoid
or otherwise exempt a payment from constituting deferred compensation under
Section 409A of the Code, then, in such an event and only to the extent
necessary, the Company is granted the right, in the Company’s sole discretion,
to  fix the time period for any such payments so that such payments
shall be not be deemed to constitute deferred compensation under section 409A of
the Code.

    (iii)         Notwithstanding
anything to the contrary contained in this Agreement, if, on the Termination
Date, Executive is a “specified employee” as defined in Section 409A of the
Code, and one or more payments to the Executive would constitute deferred
compensation within the meaning of Section 409A of the Code, no such payment may
be provided until the earlier of:

    (A)          six
months after Executive's separation of service for reasons other than death or
Disability,

    (B)           the
date of death or Disability of Executive, or

    (C)           the
effective date of “the change in ownership of effective control” within the
meaning of such term under Section 409A of the Code.

    


    
      	
              8.

            	
              Restrictive
      Covenants.

            


    

    


    (a)           Competitive Activity During
the Restricted Period.  During the Restrictive Period (as such
capitalized term is defined in paragraph 8(f) of this Agreement), Executive
shall not, directly or indirectly, own any interest in, participate or engage
in, assist, render any services    (including advisory
services) to, become associated with, work for, serve (in any capacity
whatsoever, including, but not limited to, as an employee, consultant, advisor,
representative, agent, independent contractor, officer or director) or otherwise
become in any way or manner connected with the ownership, management, operation,
or control of, any Person, business, firm,    corporation,
partnership, trust or other business or governmental entity (each, a “Competing Business”) that,
anywhere in the world, engages in, or assists others in engaging in or
conducting, any business that deals, directly or indirectly, in products or
services similar in nature to or competitive with the products and/or services
sold and/or provided by the Company at any time during the Employment Term;
provided, however, that the
restrictions set forth in this paragraph 8(a) shall not be deemed to exclude
Executive from acting as director, officer or employee of an entity for the
benefit of the Company with the consent of the Board; and further, provided, however, that the
restrictions set forth in this paragraph 8(a) shall not be deemed to prohibit
Executive from owning or acquiring securities issued by any entity whose
securities are listed on a national securities exchange or are quoted on the OTC
Bulletin Board, provided that Executive at no time owns, directly or indirectly,
beneficially or otherwise, 1% or more of any class of any such entity’s
outstanding capital stock.

    


    (b)           Non-Solicitation of
Customers. During the Restricted Period, Executive shall not knowingly
provide or solicit to provide to any Customer (as such term is defined in this
paragraph 8(b)) any goods or services that are competitive with those sold
and/or provided by the Company at any time during the Employment Term or that
would be competitive with the goods or services that the Company has planned to
manufacture, distribute, sell, lease and/or provide at any time during the
Employment Term.  For the purposes of this paragraph 8(b), the
capitalized term “Customer” means any Person to
whom the Company has provided goods and services at any time during the
Employment Term.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

    


    (c)           Non-Solicitation of Company
Personnel.  During the Restricted Period, Executive will not
solicit for employment, or attempt to solicit, directly or by assisting others,
any employee, officer, consultant, representative, agent or advisor of the
Company with whom Executive had Contact (as such capitalized term is defined in
this paragraph 8(c)) during the Employment Term.  For the purposes of
this paragraph 8(c), the capitalized term “Contact” means any interaction
whatsoever between Executive and such employee, officer, consultant,
representative, agent or advisor.

    


    (d)           Protected
Information.  Executive shall not divulge to any
Person,  nor shall Executive use, at any time during the Restricted
Period or thereafter, any confidential or trade secret information obtained by
Executive during the course of Executive's employment with the Company,
including, but not limited to, information relating to sales, salespersons,
sales volume or strategy, customers, vendors, formulas, processes, methods,
machines, manufactures, compositions, ideas, improvements or inventions
belonging to or relating to the business of the Company.

    


    (e)           Non-Disparagement.  Executive
shall not, at any time during the Restricted Period or thereafter, directly or
indirectly, in public or private, deprecate, impugn, disparage or make any
remarks that would tend to or be construed to tend to defame the Company or any
of its employees, officers, directors, representatives, advisors or agents, nor
shall Executive assist any other Person in so doing.

    


    (f)           Definition of Restricted
Period.  For purposes of this Agreement, the capitalized term
“Restricted Period”
means the Employment Term and the period of four years commencing immediately
upon the termination of the Employment Term; provided, however, that, in the
event that the Company shall fail to make any payment to Executive required
under section 7 of this Agreement, and fails to make such payment to Executive
within twenty days of Executive’s giving of notice of such non-payment to the
Company, then the Restricted Period shall automatically terminate on the 21st day
after the giving of such notice.



    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    
      	
              9.

            	
              Proprietary
      Property.

            


    

    


    (a)           Ownership of Proprietary
Property.  Executive agrees that any and all inventions,
discoveries, investigations, know-how, trade secrets and developments or
improvements in technology (collectively “Inventions”), as well as any
and all Proprietary Information (as such capitalized term is defined in
paragraph 9(b) of this Agreement) created, developed, conceived of or discovered
during the Employment Term or any prior period of Executive's employment with
the Company (i) by Executive (solely or jointly with others) either (A) in the
course of Executive's employment or engagement, on the Company's time or with
the Company's materials or facilities or (B) relating to any subject matter with
which Executive's work for the Company is or may be concerned or to any business
in which the Company is involved, regardless of how or when Executive shall have
created, developed, conceived, or discovered such Inventions or Proprietary
Information (collectively, “Proprietary Property”), (ii)
by or for the Company, or (iii) by any independent Person and thereafter
acquired by the Company, and which are within Executive's knowledge or
possession in the case of clause (i) of this paragraph 9(a) or that come into
Executive's knowledge or possession during the Employment Term or any prior
period of Executive's employment with the Company in the case of clauses (ii) or
(iii) of this paragraph 9(a), shall be, if created, developed, conceived of or
discovered by Executive, promptly disclosed to the Company, or shall be, if
otherwise developed or acquired by the Company, received by Executive as an
employee, officer, consultant, advisor, representative, agent or retiree of the
Company and not in any way for Executive's own benefit.  Executive
shall neither have nor obtain any right, title or interest in or to any
Proprietary Property unless and until the Company shall expressly and in writing
waive the rights that the Company has in such Proprietary Property under the
provisions of this section 9.  With respect to any and all Proprietary
Property that is, in whole or part, invented, created, written, developed,
furnished or produced by Executive, or suggested by Executive to the Company,
during the Employment Term or any prior period of Executive's employment with
the Company, Executive does hereby agree that all such Proprietary Property
shall be the exclusive property of the Company, and that Executive shall neither
have nor retain any right, title or interest, of any kind in the Proprietary
Property or in and to any results or proceeds from the Proprietary Property. At
any time, whether during or after the Employment Term, Executive will, upon the
request and at the expense of the Company, (x) obtain patents or copyrights on
or (y) permit the Company to patent or copyright, any such Proprietary Property,
whichever (x) or (y) is appropriate, and/or (z) execute, acknowledge and deliver
any and all assignments, instruments of transfer or other documents, that the
Company deems necessary or appropriate to transfer to and vest in the Company
all right, title and interest in and to the Proprietary Property and to evidence
the Company's ownership of the Proprietary Property, including, but not limited
to, taking all steps necessary to enable the Company to publish or protect the
Proprietary Property by patents or otherwise in any and all countries and to
render all such assistance as the Company may require in any patent office
proceeding or litigation involving the Proprietary
Property.  Executive shall not, without limitation as to time or
place, use any Proprietary Property except on Company business, during or after
the Employment Term, nor disclose any Proprietary Property to any other Person,
except for disclosure in connection with Company business or as may be required
by law.

    


    (b)           Definition of Proprietary
Information.  For the purposes of this Agreement, the
capitalized term “Proprietary
Information” means any information about the affairs of the Company,
including, but not limited to, Confidential Information and all trade secrets,
trade “know-how,” inventions, customer lists, client lists, business plans,
operational methods, pricing policies, marketing plans, sales plans, identity of
suppliers, trading positions, sales, profits or other financial information
which is confidential to the Company or is not generally known in the relevant
trade, regardless of whether Executive developed such information.

    


    (c)           Disclosure of Proprietary
Property.  During the Restrictive Period and thereafter,
Executive will not, directly or indirectly, lecture upon, publish articles
concerning, use, disseminate, disclose, sell or offer for sale any Proprietary
Property without the Company's prior written permission.



    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    


    
      	
              10.

            	
              Executive Acknowledgements,
      Representations and Warranties; Equitable
  Relief.

            


    

    


    (a)           
In connection with the covenants and agreements contained in sections 8 and
9 of this
Agreement,

    


    (i)           Executive
understands and acknowledges that the restrictions contained in sections 8 and 9
may limit Executive's ability to earn a livelihood in a business similar to the
businesses of the Company, but Executive nevertheless believes that Executive
will receive sufficient consideration under this Agreement and as an employee of
the Company and as otherwise provided under this Agreement clearly to justify
such restrictions which, in any event (given Executive's education, skills and
ability), Executive does not believe would prevent Executive from earning a
living.

    


    (ii)          Executive
represents and warrants that:

    (A)         Executive
is familiar with the covenants not to compete as set forth in section 8 of this
Agreement;

    (B)         Executive
has had the opportunity to discuss the provisions of the covenants as set forth
in sections 8 and 9 with Executive's personal attorney and has concluded that
such provisions (including, but not limited to, the right of equitable relief)
and the length of the restrictions provided for in sections 8 and 9 are fair,
reasonable and just under the circumstances;

    (C)          Executive
is fully aware of the obligations, limitations and liabilities included in the
covenants as set forth in sections 8 and 9 of this Agreement;

    (D)        
 the scope of activities covered in sections 8 and 9 of this
Agreement is substantially similar to those activities to be performed by
Executive pursuant to this Agreement;

    (E)          the
duration of covenants as set forth in sections 8 and 9 of this Agreement have
been agreed upon as a reasonable restriction, giving consideration to the
following factors:

    (1)           Executive
and the Company reasonably anticipate that this Agreement, although terminable
in accordance with section 6, may continue in effect for sufficient duration to
allow Executive to attain superior bargaining strength and an ability for unfair
competition with respect to the customers of the Company and

    (2)           the
duration of the covenants as set forth in sections 8 and 9 of this Agreement is
a reasonably necessary period to allow the Company to restore the Company’s
position of equivalent bargaining strength and fair competition with respect to
such customers;

    (F)          the
geographical territory covered hereby has been agreed upon as a reasonable
geographical restriction; and

    (G)          the
Company is relying upon the representations, warranties and covenants of
Executive contained in this paragraph 10(a) in entering into this Agreement and,
without such representations, warranties and covenants, the Company would not
enter into this Agreement.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

    


    (b)          Enforcement of
Covenants.

    (i)           Executive
acknowledges that Executive's breach of any of the covenants contained in
section 8 of this Agreement may cause irreparable damage to the Company for
which remedies at law would be inadequate.  Accordingly, if Executive
breaches or threatens to breach any of the provisions of sections 8 and 9 of
this Agreement, the Company shall be entitled to appropriate injunctive relief,
including, but not limited to, preliminary and permanent injunctions, in any
court of competent jurisdiction, restraining Executive from taking any action
prohibited under sections 8 and 9 of this Agreement.  This remedy
shall be in addition to all other remedies available to the Company at law or in
equity.

    (ii)          It
is the desire and intent of the parties hereto that the provisions of this
Agreement shall be enforced to the fullest extent permissible under the laws and
public policies applied in each jurisdiction in which enforcement is
sought.  Accordingly, to the extent that a restriction contained in
this Agreement is more restrictive than permitted by the laws of any
jurisdiction where this Agreement may be subject to review and interpretation,
the terms of such restriction, for the purpose only of the operation of such
restriction in such jurisdiction, shall be the maximum restriction allowed by
the laws of such jurisdiction and such restriction shall be deemed to have been
revised accordingly herein.

    (iii)         To
the extent that the restrictive covenants contained in Section 8 of this
Agreement conflict, in any way, with the restrictive covenants contained in
Sections 5.3 and 5.4 of the Merger Agreement, then the restrictive covenants
contained in the Merger Agreement shall control to the extent of such
conflict.

    


    
      	
              11.

            	
              Indemnification.

            


    

    


    (a)           Except
as otherwise provided in paragraph 11(b), and to the fullest extent allowable by
law and the Company's Articles of Incorporation, as may be amended from time to
time, the Company shall indemnify and hold Executive free and harmless from any
and all losses, claims, damages, liabilities and costs (and all actions in
respect thereof and any legal or other expenses in giving testimony or
furnishing documents in response to a subpoena or otherwise), including, but not
limited to, the costs of investigating, preparing or defending any such action
or claim, whether or not in connection with litigation in which Executive is a
party, as and when incurred, directly or indirectly caused by, relating to,
based upon or arising out of any work performed by Executive in connection with
this Agreement to the full extent permitted by Nevada law and the Articles of
Incorporation and Bylaws of the Company, as such may be amended from time to
time.

    


    (b)           Notwithstanding
the provisions of paragraph 11(a) of this Agreement, the Company shall not be
obligated to indemnify and hold Executive harmless from any loss, claim, damage,
liability and/or cost described in such paragraph which results from the gross
negligence or willful misconduct of Executive.

    


    (c)           The
indemnification provisions set forth in paragraph 11(a) shall be in addition to
any liability or obligation which the Company may otherwise have to
Executive.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    

    


    (d)           If
either (i) the Company shall be obligated to indemnify Executive pursuant to the
provisions of this Section 11, or (ii) a suit, action, investigation, claim or
proceeding is begun, made or instituted as a result of which the Company may
become obligated to Executive pursuant to the provisions of this section 11,
then Executive shall give prompt written notice to the Company of the occurrence
of such event.  The Company shall thereupon defend, contest or
otherwise protect against any such suit action, investigation, claim or
proceeding at the Company's own cost and expense.  Executive shall
have the right, but not the obligation, to participate at Executive's own
expense in the defense thereof by counsel of Executive's own
choice.  In the event that the Company fails timely to defend, contest
or otherwise protect against any such suit, action, investigation, claim or
proceeding, Executive shall have the right to defend, contest or otherwise
protect against the same and may make any compromise or settlement thereof and
recover the entire cost thereof from the Company, including, but not limited to,
reasonable attorneys' fees, disbursements and all amounts paid or payable as a
result of such suit, action, investigation, claim, or proceeding or compromise
or settlement thereof.

    


    12.          Prior Agreements/Oral
Modification.  This Agreement supersedes all prior agreements
and constitutes the entire agreement and understanding between
parties.  This Agreement may not be amended, modified in any manner or
terminated orally; and no amendment, modification, termination or attempted
waiver of any of the provisions hereof shall be binding unless in writing and
signed by the parties against whom the same is sought to be enforced; provided, however, that
Executive's compensation may be increased at any time by the Company without in
any way affecting any of the other terms and conditions of this Agreement which
in all other respects shall remain in full force and effect.

    


    13.          Binding Agreement;
Benefit.  The provisions of this Agreement will be binding
upon, and will inure to the benefit of, the respective heirs, legal
representatives and successors of the parties hereto.

    


    14.          Governing Law.  The
validity, interpretation, construction and performance of this Agreement shall
be governed by the laws of the State of New York without giving effect to any
conflict of law provisions, and the parties irrevocably submit to the
jurisdiction of any state or federal court having jurisdiction over the
geographical location of the Office, for the purpose of any suit, action or
other proceeding arising out of this Agreement.

    


    
      	
              15.

            	
              Proper
      Construction.

            


    

    


    (a)           The
language of all parts of this Agreement shall in all cases be construed as a
whole according to its fair meaning, and not strictly for or against any of the
parties.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

    


    (b)           As
used in this Agreement, the term “or” shall be deemed to include the term
“and/or” and the singular or plural number shall be deemed to include the other
whenever the context so indicates or requires.

    


    16.          Waiver of
Breach.  The waiver by either party of a breach of any
provision of this Agreement by the other party must be in writing and shall not
operate or be construed as a waiver of any subsequent breach by such other
party.

    


    17.          Headings.  The
section and paragraph headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.

    


    18.          Severability.  Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

    


    19.          Assignment.  This
Agreement is personal in its nature and the parties hereto shall not, without
the consent of the other, assign or transfer this Agreement or any rights or
obligations hereunder; provided, however, that the
provisions hereof shall inure to the benefit of, and be binding upon, each
successor of the Company whether by merger, consolidation, transfer of all or
substantially all assets, or otherwise.

    


    20.          Counterparts.  This
Agreement may be executed in any number of counterparts and by the parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the
same agreement.

    


    21.          Notices.  All
requests, demands, notices and other communications required or otherwise given
under this Agreement shall be deemed sufficiently given if (a) delivered by
hand, against written receipt therefor, (b) forwarded via a nationally
recognized overnight courier requiring delivery the next business day and
written acknowledgment of receipt or (c) mailed by postage prepaid, registered
or certified mail, return receipt requested, in any event, addressed as
follows:

    


    
      	
              If
      to the Company, to:

            	
              Execuserve
      Corp.

            


    

    c/o
Compliance Systems Corporation

    50 Glen Street, Suite 308

    Glen Cove NY 11542

    Attn: Dean Garfinkel


    
      
         


      

      
        17

        
          

        

      

      
         


      

    

    


    
      	
                             
      with a copy to:

            	
              Dennis
      C. O’Rourke, Esq.

            


    

    Moritt Hock Hamroff & Horowitz
LLP

    400 Garden City Plaza

    Garden City, New York
11530

    


    
      	
              If
      to Executive, to: 

            	
              James
      A. Robinson, Jr.

            


    

    P.O. Box 160

    Foster, VA 23056

    


    
      	
                              with
      a copy to:

            	
              Craig
      Smith

            


    

    Dunton, Simmons & Dunton,
LLP

    P.O. Box 5

    White Stone, VA 22578

    


    or, in
the case of any of the parties to this Agreement, at such other address as such
party shall have furnished in writing, in accordance with this section 21, to
the other party to this Agreement.  Each such request, demand, notice
or other communication shall be deemed given (i) on the date of delivery by
hand, (ii) on the first business day following the date of delivery to an
overnight courier or (iii) three business days following mailing by registered
or certified mail.

    


    IN WITNESS WHEREOF, the
parties have duly executed this Agreement as of the date first above
written.

    


    
      
        
          	
                  EXECUTIVE:

                
	 
      
	
                  /s/ Jim Robinson

                
	 
      	 
      
	
                  THE
      COMPANY:

                
	
                  Execuserve
      Corp.

                
	 
      	 
      
	
                  By:

                	
                  /s/ Dean R. Garfinkel

                
	
                  Name: 

                	
                  Dean
      R. Garfinkel

                
	
                  Title:

                	
                  Secretary

                


        

      

    


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    SCHEDULE
A

    


    Annual
Base Salary - (1st 5
months @ $3,000.00, $7,000.00 per month thereafter)



    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    SCHEDULE
B

    


    Annual Cash Flow
Bonus

    12th month
Ending Cash Position Goal is $175,000

    


    
      
        	
                $175,001
      to $225,000

              	 
      	
                10%
      of the increment

              
	
                $225,001
      to $275,000

              	 
      	
                15%
      of the increment

              
	
                Over
      $275,001

              	
                  

              	
                20%
      of the increment

              


      

    

    


    The
“Additional Annual Cash Flow Bonus” shall be paid to the employee as follows;
50% within 60 days after the 12th full month and the balance shall be paid 60
days thereafter.

    


    For
purposes of this Schedule B, the “cash position” at the end of the 12th month
(and 24th month)
shall be determined by (a) adding to the Company’s cash and cash position on
such date any (i) increase in the Company’s accounts receivable, net of
allowances, during the 12 month period and (ii) decrease in the Company’s
accounts payable and accrued liabilities during the applicable 12-month period
and (b) (i) subtracting from such amount any (i) decrease in the Company’s
accounts receivable, net of allowances, during the 12-month period and (ii)
increase in the Company’s accounts payable and accrued liabilities during the
applicable 12-month period.

    


    This
Schedule B is subject to change by the parties, no less than ninety days prior
to the end of the first 12 month term, changes to become effective for the next
12 month term.


    
      
         


      

      
        20