GUARANTY
AGREEMENT

    


    This
GUARANTY AGREEMENT is made as of the 9th day of February, 2010, by Call
Compliance Inc., a New York corporation, and ExecuService Corp., a Virginia
corporation (each a "Guarantor" and collectively the "Guarantors"), to and in
favor of Agile Opportunity Fund, LLC, a Delaware limited liability company
("Lender").

     

    WITNESSETH:

     

    Lender
has entered into an Amended and Restated Securities Purchase Agreement of even
date herewith (the "Securities Purchase Agreement") with Compliance Systems
Corporation, a Nevada corporation ("Parent"), pursuant to which Parent shall
issue to Lender a Secured Convertible Debenture in the principal amount of
$1,765,000 (as modified, amended and/or restated from time to time the
"Debenture").

     

    NOW,
THEREFORE, in order to induce Lender to consummate the transactions contemplated
by the Securities Purchase Agreement with Parent and to acquire the Debenture
thereunder and as a condition thereto, Guarantors hereby agree as
follows:

     

    1.           Guarantors
hereby unconditionally and irrevocably, jointly and severally, guarantee to
Lender the due and punctual payment in full of all obligations of Parent under
the Debenture and the other documents executed in connection therewith as a
primary obligor and not a surety.  The obligations and liabilities of
Parent under the Debenture and the other documents executed in connection
therewith are collectively referred to as the
"Obligations."   This Guaranty is secured by a Guarantor Security
Agreement by each Guarantor in favor of Lender of even date
herewith.

     

    2.           This
Guaranty is irrevocable, continuing, indivisible and unconditional and shall
remain in full force and effect regardless of, and shall not be discharged,
terminated, impaired or modified in any manner by reason of (a) any amendment,
modification, extension or renewal of the Debenture; (b) the assertion or
exercise by Lender, or the failure of Lender to assert or exercise, against
Parent any of Lender’s rights under or interest in the Debenture or any other
security instruments entered into in connection with the Securities Purchase
Agreement; (c) the existence or continuance, or discontinuance, of Parent as a
legal entity; (d) the bankruptcy, insolvency, receivership or reorganization of
Parent, or the making by Parent of an assignment for the benefit of creditors;
or (e) the acceptance, alteration, release or substitution by Lender of any
security for the Obligations, whether provided by Parent, Guarantor or any other
person.  This Guaranty is and shall be a direct and primary obligation
of each Guarantor, and may be enforced by the Lender without prior resort to
Parent or the exhaustion of any rights or remedies that Lender may have against
Parent.

     

    3.           Each
Guarantor hereby expressly waives the following: (a) acceptance and notice of
acceptance of this Guaranty by Lender; (b) notice of extension of time of the
payment, performance and compliance with, or the renewal or alteration of the
terms and conditions of, any Obligations; (c) notice of any demand for payment,
notice of default or nonpayment as to any Obligations; and (d) all other notices
to which such Guarantor might otherwise be entitled in connection with the
Guaranty or the Obligations.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    4.           All
remedies of Lender by reason of or under this Guaranty are separate and
cumulative remedies, and it is agreed that no one of such remedies shall be
deemed in exclusion of any other remedies available to Lender.

     

    5.           Each
Guarantor represents and warrants that such Guarantor has full power and
authority to execute, deliver and perform this Guaranty, and this Guaranty has
been duly authorized by all necessary company actions, as applicable, on behalf
of such Guarantor, and that neither the execution, delivery nor performance of
this Guaranty will violate any law or regulation, or any order or decree of any
court or governmental authority, or will conflict with, or result in the breach
of, or constitute a default under, any agreement or other instrument to which
such Guarantor is a party or by which such Guarantor may be bound, or will
result in the creation or imposition of any lien, claim or encumbrance upon any
property of such Guarantor.

     

    6.           This
Guaranty may not be changed or terminated orally.  No modification or
waiver of any provision of this Guaranty shall be effective unless such
modification or waiver shall be in writing and signed by Lender, and the same
shall then be effective only for the period and on the conditions and for the
specific instances and purposes specified in such writing.  No course
of dealing between Guarantors and Lender in exercising any rights or remedies
hereunder shall operate as a waiver or preclude the exercise of any other rights
or remedies hereunder.

     

    7.           This
Guaranty shall be construed in accordance with, and 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.  The Guarantors shall pay all of Lender’s reasonable fees and
expenses (including legal fees) in connection with any enforcement of this
Guaranty.

     

    8.           This
Guaranty shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, executors, administrators, legal representatives,
successors and permitted assigns.  The Guarantors may not assign this
Guaranty or any obligations or liabilities hereunder without the prior written
consent of the Lender.

    


    [Remainder
of Page Intentionally
Left Blank; Signature Page Follows]


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, Guarantors have executed this Guaranty Agreement as of the 9th
day of February, 2010.

    


    
      
        
          	 
      	
                  CALL
      COMPLIANCE, INC.

                
	 
      	 
      	 
      
	 
      	
                  By:  

                	
                  /s/ Dean R. Garfinkel

                
	 
      	 
      	
                  Name:
      Dean R. Garfinkel

                
	 
      	 
      	
                  Title:   President

                
	 
      	 
      	 
      
	 
      	
                  EXECUSERVE
      CORP.

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/ James A. Robinson,
  Jr.

                
	 
      	 
      	
                  Name:  James
      A. Robinson, Jr.

                
	 
      	 
      	
                  Title:    President

                


        

      

    

    


    [SIGNATURE
PAGE TO GUARANTY AGREEMENT]


    
      
         


      

      
        3