GUARANTOR
SECURITY AGREEMENT

       

      This Guarantor Security Agreement (this
“Security Agreement”),
dated as of February 9, 2010, is by and between Call Compliance, Inc., a New
York corporation (the “Guarantor”), and Agile Opportunity Fund, LLC, a
Delaware limited liability company (the "Secured Party”).

      


      Background

      


      
        	
                 
      

              	
                1.

              	
                The
      Secured Party has agreed to acquire from Compliance Systems Corporation, a
      Nevada corporation (the “Parent”),
      an Amended and Restated Secured Convertible Debenture in the principal
      amount of $1,765,000.00 (the “Debenture”),
      pursuant to a Securities Purchase Agreement between the Parent, the
      Secured Party and the other parties thereto, dated as of February 5, 2010
      (the “Securities
      Purchase Agreement”).  Capitalized terms used herein and
      not otherwise defined herein shall have the meanings specified in the
      Securities Purchase Agreement.

              


      

      


      
        	
                 
      

              	
                2.

              	
                To
      induce the Secured Party to acquire the Debenture and otherwise consummate
      the transactions contemplated by the Securities Purchase Agreement, the
      Guarantor has agreed to guarantee the debt of Parent pursuant to a
      Guaranty Agreement of even date herewith and to provide the Secured Party
      with a first priority security interest in the Collateral (as hereinafter
      defined).

              


      

      


      NOW,  THEREFORE,

      


      In
consideration of the promises and the mutual covenants and agreements herein set
forth, and in order to induce the Secured Party to purchase the Debenture, the
Guarantor hereby agrees with the Secured Party as follows:

      


      Section
1.         Grant of
Security Interest.  The Guarantor hereby grants to the Secured
Party, on the terms and conditions hereinafter set forth, a first priority lien
and security interest in the collateral hereinafter identified in Section 2
below (the “Collateral”)
to secure Parent's obligations under the Debenture.

      


      Section
2.         Collateral.  The
Collateral is all tangible and intangible assets of the Guarantor of whatever
kind and nature (including without limitation all intellectual property of
whatever kind or nature of the Guarantor including patents, trademarks,
tradenames, copyrights and all other intellectual property and any applications
or registrations therefore, accounts, chattel paper, commercial tort claims,
documents, equipment, farm products, general intangibles, instruments,
inventory, investment property (if any), and the stock of all of Guarantor’s
subsidiaries (if any), in each case whether now owned or hereafter acquired and
wherever located, and all proceeds thereof, together with all proceeds,
products, replacements and renewals thereof.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      Section
3.          Representations
and Warranties; Covenants.  The Guarantor hereby warrants and
covenants as follows:

      


      
        	
                 
      

              	
                (a)

              	
                Except
      for those security interests [which will terminate upon Parent making the
      payments to the holders of such security interests in accordance with
      paragraph 7.3 of the Securities Purchase Agreement] [currently existing
      which will become subordinate to the security interest being granted to
      Secured Party pursuant to this Security Agreement], the Guarantor has
      title to the Collateral free from any lien, security interest, encumbrance
      or claim.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      Guarantor will maintain the Collateral so as to preserve its value subject
      to wear and tear in the ordinary
course.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                The
      Guarantor is a corporation duly organized, validly existing and in good
      standing under the laws of the State of New
  York.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                The
      Guarantor will pay when due all existing or future charges, liens, or
      encumbrances on the Collateral, and will pay when due all taxes and
      assessments now or hereafter imposed or affecting it unless such taxes or
      assessments are diligently contested by the Guarantor in good faith and
      reasonable reserves are established
therefor.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                All
      factual information with respect to the Debenture and the Collateral and
      account debtors set forth in any schedule, certificate or other writing at
      any time heretofore or hereafter furnished by the Guarantor to the Secured
      Party, and all other written factual information heretofore or hereafter
      furnished by the Guarantor to the Secured Party, is or will be true and
      correct in all material respects, as of the date
  furnished.

              


      

      


      
        	
                 
      

              	
                (f)

              	
                As
      soon as practicable following the date of execution of this Security
      Agreement and in any event within 5 business days of such date, the
      Secured Party will prepare, execute and file with the Secretary of State
      in the State of New York, a UCC-1 Financing Statement covering the
      Collateral, naming the Secured Party as secured party
      thereunder.

              


      

      


      
        	
                 
      

              	
                (g)

              	
                The
      Guarantor will keep its records concerning the Collateral at its address
      shown in Section 19 below.  Such records will be of such
      character as to enable the Secured Party or their representatives to
      determine at any time the status thereof, and the Guarantor will not,
      unless the Secured Party shall otherwise consent in writing, maintain any
      such record at any other address.

              


      

      


      
        	
                 
      

              	
                (h)

              	
                The
      Guarantor will furnish the Secured Party information on a quarterly basis
      concerning the Guarantor, the Debenture and the Collateral as the Secured
      Party may at any time reasonably
request.

              


      


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

      


      
        	
                 
      

              	
                (i)

              	
                The
      Guarantor will permit the Secured Party and its representatives at any
      reasonable time on five (5) day prior written notice to inspect any and
      all of the Collateral, and to inspect, audit and make copies of and
      extracts from all records and all other papers in possession of the Debtor
      pertaining to the Debenture and the
Collateral.

              


      

      


      
        	
                 
      

              	
                (j)

              	
                The
      Guarantor will, at such times as the Secured Party may reasonably request,
      deliver to the Secured Party a schedule identifying the Collateral subject
      to the security interest of this Security Agreement, and such additional
      schedules, certificates, and reports respecting all or any of the
      Collateral at the time subject to the security interest of this Security
      Agreement, and the items or amounts received by the Guarantor in full or
      partial payment or otherwise as proceeds received in connection with any
      Collateral.  Any such schedule, certificate or report shall be
      executed by a duly authorized officer of the Guarantor on behalf of the
      Guarantor and shall be in such form and detail as the Secured Party may
      reasonably specify. The Guarantor shall immediately notify the Secured
      Party of the occurrence of any event causing loss or depreciation in the
      value of the Collateral, and the amount of such loss or
      depreciation.

              


      

      


      
        
          	
                	
                  (k)

                	
                  If
      and when so requested by the Secured Party, the Guarantor will stamp on
      the records of
      the Guarantor concerning the Collateral a notation, in a form satisfactory
      to the Secured Party, of the security interest of the Secured Party under
      this Security Agreement.

                


        

      

      


      Section
4.          Disposition
of Collateral in Ordinary Course.  Guarantor shall not sell,
transfer, assign, convey, license, grant any right to use or otherwise dispose
of any Collateral except in the ordinary course of business, without the prior
written consent of the Secured Party.

      


      Section
5.          Secured
Party May Perform.  Upon the occurrence and continuation of an
“Event of
Default” under the Debenture, at the option of the Secured Party, the
Secured Party may discharge taxes, liens or security interests, or other
encumbrances at any time hereafter levied or placed on the Collateral; may pay
for insurance required to be maintained on the Collateral pursuant to Section 3;
and may pay for the maintenance and preservation of the
Collateral.  The Guarantor agrees to reimburse the Secured Party on
demand for any payment reasonably made, or any expense reasonably incurred, by
the Secured Party pursuant to the foregoing authorization.  Until the
occurrence and continuation of an Event of Default, the Guarantor may have
possession of the Collateral and use the Collateral in any lawful manner not
inconsistent with this the Security Agreement.



      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      Section
6.          Obligations
Secured; Certain Remedies.  This Security Agreement secures the
payment and performance of all obligations of the Debtor to the Secured Party
under (x) the Debenture, whether now existing or hereafter arising and whether
for principal, interest, costs, fees or otherwise, and (y) Section 1.7 of the
Securities Purchase Agreement with respect to the Remaining Combined Accrued
Interest Amount (collectively, the “Obligations”).  Upon
the occurrence and continuation of an Event of Default under the Debenture or
the failure to pay to Secured Party the Remaining Combined Accrued Interest
Amount no later than the Maturity Date of the Debenture, the Secured Party may
declare all obligations secured hereby immediately due and payable and may
exercise the remedies of a secured party under the Uniform Commercial
Code.  Without limiting the foregoing, the Secured Party may require
the Guarantor to assemble the Collateral and make it available to the Secured
Party at a place to be designated by the Secured Party which is reasonably
convenient to both parties or to execute appropriate documents of assignment,
transfer and conveyance, in each case, in order to permit the Secured Party to
take possession of and title to the Collateral.  Unless the Collateral
is perishable or threatens to decline rapidly in value or is of a type
customarily sold on a recognized market, the Secured Party will give the
Guarantor reasonable notice of the time and place of any public sale thereof or
of the time after which any private sale or any other intended disposition
thereof is to be made.  The requirements of reasonable notice shall be
met if such notice is mailed to the Guarantor via registered or certified mail,
postage prepaid, at least fifteen (15) days before the time of sale or
disposition.  Expenses of retaking, holding, preparing for sale,
selling or the like, shall include the Secured Party’s reasonable attorneys’
fees and legal expenses.

      


      Section
7.          Guarantor
Remains Liable.  Anything herein to the contrary
notwithstanding:

      


      
        	
                 
      

              	
                (a)

              	
                Notwithstanding
      the exercise of any remedy available to the Secured Party hereunder or at
      law in connection with an Event of Default, the Guarantor shall remain
      liable to repay the balance remaining unpaid and outstanding under the
      Debenture after the value or proceeds received by the Secured Party in
      connection with such remedy is subtracted.  The Secured Party
      shall promptly deliver and pay over to the Guarantor any portion of the
      value or proceeds received in connection with such remedy that remains
      after the unpaid and outstanding portion of the Debenture is paid in
      full.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      Guarantor shall remain liable under the contracts and agreements included
      in the Collateral to the extent set forth therein, and shall perform all
      of its duties and obligations under such contracts and agreements to the
      same extent as if this Security Agreement had not been
      executed.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                The
      exercise by the Secured Party of any of its rights hereunder shall not
      release the Guarantor from any of its duties or obligations under any such
      contracts or agreements included in the
  Collateral.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                The
      Secured Party shall not have any obligation or liability under any such
      contracts or agreements included in the Collateral by reason of this
      Security Agreement, nor shall the Secured Party be obligated to perform
      any of the obligations or duties of the Guarantor thereunder or to take
      any action to collect or enforce any claim for payment assigned
      hereunder.

              


      

      


      Section
8.         Security
Interest Absolute.  All rights of the Secured Party and the
security interests granted to the Secured Party hereunder shall be absolute and
unconditional, to the maximum extent permitted by law, irrespective
of:


      
        
           


        

        
          4

          
            

          

        

        
           


        

      

      


      
        	
                 
      

              	
                (a)

              	
                Any
      lack of validity or enforceability of the Debenture or any other document
      or instrument relating thereto;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Any
      change in the time, manner or place of payment of, or in any other term
      of, all or any part of the Obligations or any other amendment to or waiver
      of or any consent to any departure from the Debenture or any other
      document or instrument relating
thereto;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Any
      exchange, release or non-perfection of any collateral (including the
      Collateral), or any release of or amendment to or waiver of or consent to
      or departure from any guaranty, for all or any of the Obligations;
      or

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Any
      other circumstance which might otherwise constitute a defense available
      to, or a discharge of, the Guarantor, a guarantor or a third party grantor
      of a security interest.

              


      

      


      Section
9.         Additional
Assurances.  At the request of the Secured Party, the Guarantor
will join in executing or will execute, as appropriate, all necessary financing
statements in a form satisfactory to the Secured Party, and the Guarantor will
pay the cost of filing such statements, including all statutory
fees.  The Guarantor will further execute all other instruments deemed
necessary by the Secured Party and pay the cost of filing such
instruments.  The Debtor warrants that no financing statement covering
Collateral or any part or proceeds thereof is presently on file in any public
office.  The Guarantor covenants that it will not grant any other
security interest in the Collateral without first obtaining the written consent
of the Secured Party.

      


      Section
10.        Representations,
Warranties and Covenants Concerning Guarantor’s Legal
Status.

      


      (a)       The
Guarantor has previously executed and delivered to the Secured Party a
Perfection Certificate in the form of Schedule I
hereto.  The Guarantor represents and warrants to the Secured Party as
follows:

      


      
        	
                 
      

              	
                (i)

              	
                Guarantor’s
      exact legal name is as indicated on the Perfection Certificate and on the
      signature page hereof;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                Guarantor
      is an organization of the type, and is organized in the jurisdiction, set
      forth in the Perfection
Certificate;

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                the
      Perfection Certificate accurately sets forth Guarantor’s organizational
      identification number or accurately states that Guarantor has
      none;

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                the
      Perfection Certificate accurately sets forth Guarantor’s place of business
      or, if more than one, its chief executive office as well as Guarantor’s
      mailing address, if different;
and

              


      


      
        
           


        

        
          5

          
            

          

        

        
           


        

      

      


      
        	
                 
      

              	
                (v)

              	
                all
      other information set forth on the Perfection Certificate is accurate and
      complete.

              


      

      


      (b)      The
Guarantor covenants with the Secured Party as follows:

      


      
        	
                 
      

              	
                (i)

              	
                without
      providing 15 days prior written notice to the Secured Party, Guarantor
      will not change its name, its place of business, or, if more than one, its
      chief executive offices or its mailing address or organizational
      identification number, if it has
one;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                if
      Guarantor does not have an organizational identification number and later
      obtains one, Guarantor shall forthwith notify the Secured Party of such
      organizational identification number;
and

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                Guarantor
      will not change its type of organization, jurisdiction of organization or
      other legal structure, without thirty (30) days prior written notice to
      the Secured Party and following any such notice will cooperate with the
      Secured Party to execute and deliver any documents or instruments
      requested by the Secured Party in order to maintain Secured Party's
      perfected security interest
hereunder.

              


      

      


      Section
11.       Expenses.  The
Guarantor will upon demand pay to the Secured Party the amount of any and all
reasonable expenses, including the reasonable fees and disbursements of its
counsel and of any experts and agents, which the Secured Party may incur in
connection with (i) the custody, preservation, use or operation of, or the sale
of, collection from, or other realization upon, any of the Collateral upon the
occurrence and continuation of an Event of Default, (ii) the exercise or
enforcement of any of the rights of the Secured Party hereunder, or (iii) the
failure by the Guarantor to perform or observe any of the provisions
hereof.

      


      Section
12.       Notices
of Loss or Depreciation.  The Guarantor will immediately notify
the Secured Party of any claim, suit or proceeding against any Collateral or any
event causing loss or depreciation in the value of Collateral, including the
amount of such loss or depreciation.

      


      Section
13.        No
Waivers.  No waiver by the Secured Party of any default shall
operate as a waiver of any other default or of the same default on any
subsequent occasion.

      


      Section
14.       Successor
and Assigns.  The Secured Party shall have the right to assign
this Security Agreement and its rights hereunder without the consent of the
Guarantor.  All rights of the Secured Party shall inure to the benefit
of the successors and assigns of the Secured Party.  All obligations
of the Guarantor shall be binding upon the Guarantor’s successors and
assigns.

      


      Section
15.       No Grant
of Security Interest on Assets.  The Guarantor covenants that
it shall not grant a security interest in any of its assets, tangible or
intangible, except for the security interest granted in the Collateral to the
Secured Party hereunder.


      
        
           


        

        
          6

          
            

          

        

        
           


        

      

      


      Section
16.        Governing
Law; Jurisdiction.  This Security Agreement shall be governed
by the laws of the State of New York, without giving effect to such
jurisdiction’s principles of conflict of laws, except to the extent that the
validity or the perfection of the security interest hereunder, or remedies
hereunder, in respect of any particular Collateral are governed by the laws of a
jurisdiction other than the State of New York.  Each of the parties
hereto submits to the personal jurisdiction of and each agrees that all
proceedings relating hereto shall be brought in state courts located within
Nassau County in the State of New York.

      


      Section
17.        Counterparts.  This
Security Agreement may be executed in any number of counterparts, each of which
will be deemed an original, but all of which together shall constitute one and
the same instrument.

      


      Section
18.        Remedies
Cumulative.  The rights and remedies herein are cumulative, and
not exclusive of other rights and remedies which may be granted or provided by
law.

      


      Section
19.        Notices.  Any
demand upon or notice to a party hereunder shall be effective when delivered by
hand, against written receipt therefore, two business days following the
business day on which it is properly deposited in the mails postage prepaid,
certified or registered mail, return receipt requested, or one business day
following deposit with an overnight courier, in each case addressed to such
party at the address shown below or such other address as the party may advise
the other party in writing:

      


      
        
          
            	
                    If
      to the Secured Party:

                  	 
      	
                    Agile
      Opportunity Fund, LLC

                  
	 
      	 
      	
                    1175
      Walt Whitman Road, Suite 100A

                  
	 
      	 
      	
                    Melville,
      NY  11747

                  
	 
      	 
      	
                    Attn:  David
      Propis

                  
	 
      	 
      	 
      
	
                    With
      a copy to:

                  	 
      	
                    Westerman
      Ball Ederer Miller & Sharfstein, LLP

                  
	 
      	 
      	
                    1201
      RXR Plaza

                  
	 
      	 
      	
                    Uniondale,
      NY  11556

                  
	 
      	 
      	
                    Attn:  Alan
      C. Ederer, Esq.

                  
	 
      	 
      	 
      
	
                    If
      to the Guarantor:

                  	 
      	
                    Call
      Compliance, Inc.

                  
	 
      	 
      	
                    50
      Glen Street - Suite 308

                  
	 
      	 
      	
                    Glen
      Cove, NY  11542

                  
	 
      	 
      	 
      
	
                    With
      a copy to:

                  	 
      	
                    Moritt
      Hock Hamroff & Horowitz LLP

                  
	 
      	 
      	
                    400
      Garden City Plaza

                  
	 
      	 
      	
                    Garden
      City, NY  11530

                  
	 
      	
                      

                  	
                    Attn:  Dennis
      C. O’Rourke, Esq.

                  


          

        

      

      


      Section
20.        Entire
Agreement.  This Security Agreement amends and restates the
existing ExecuServe Security Agreements in their entirety.  This
Security Agreement and the documents and instruments referred to herein embody
the entire agreement entered into between the parties relating to the subject
matter hereof, and may not be amended, waived, or discharged except by an
instrument in writing executed by the Secured Party.


      
        
           


        

        
          7

          
            

          

        

        
           


        

      

      


      Section
21.        Termination.  This
Security Agreement shall terminate upon the repayment in full of the Debenture
upon which the Secured Party shall cooperate in the filing of the necessary or
appropriate documents and instruments to release the security interest created
hereby and will execute and deliver any and all documents and/or instruments
reasonably requested by Guarantor in connection therewith.


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the parties hereto, by their duly authorized agents, have
executed this Security Agreement as of the date set forth above.

      


      
        
          
            	
                    CALL
      COMPLIANCE, INC.

                  
	 
      	 
      
	
                    By: 

                  	
                    /s/ Dean Garfinkel

                  
	 
      	
                    Name:  Dean
      Garfinkel

                  
	 
      	
                    Title:  President

                  
	 
      	 
      
	
                    AGILE
      OPPORTUNITY FUND, LLC

                  
	
                    By:  AGILE
      INVESTMENTS, LLC, Managing Member

                  
	 
      	 
      
	
                    By: 

                  	
                    /s/ David I. Propis

                  
	 
      	
                    Name:  David
      I. Propis

                  
	 
      	
                    Title:  Managing
      Member

                  


          

        

      

       

      
        
           


        

        
          9