AMENDED
AND RESTATED

    SECURITIES
PURCHASE AGREEMENT

    


    This AMENDED AND RESTATED SECURITIES
PURCHASE AGREEMENT, dated as of February 5, 2010 (this “Agreement”),
is entered into by and among (i) Compliance Systems
Corporation, a Nevada corporation (the “Company”
or “CSC”),
(ii) Execuserve Corp., a
Virginia corporation (“Execuserve”),
(iii) Spirits Management
Inc. (“Spirits”),
(iv) Barry Brookstein, a
natural person (“Brookstein”),
(v) Dean Garfinkel, a
natural person (“Garfinkel”),
and (vi) Agile Opportunity
Fund, LLC, a Delaware limited liability company, (“Agile”
or the “Investor”).

    


    WITNESSETH:

    


    WHEREAS, the Company and the
Investor entered into a Securities Purchase Agreement, dated as May 6, 2008 (the
“Original
CSC Securities Purchase Agreement”), pursuant to which, among other
things, the Investor purchased from the Company Secured Convertible Debentures
in the aggregate principal amount of $600,000 (collectively, the “2008 CSC
Debentures”) and received from the Company an aggregate of 5,000,000
shares (the “2008 CSC
Incentive Shares”) of the common stock, par value $0.001 per share
(“CSC
Common Stock”), of the Company; and

    


    WHEREAS, in connection with
the Original CSC Securities Purchase Agreement, the Company executed a Security
Agreement in favor of Agile (as amended, the “CSC
Security Agreement”) granting Agile a security interest in the Collateral
(as defined therein) to secure the Obligations (as defined therein), which
security interest has a first priority position other than the security interest
previously granted to Nascap (as defined therein) pursuant to the Nascap
Security Agreement (as defined therein); and

    


    WHEREAS, in connection with
the Original CSC Securities Purchase Agreement, (i) each of Spirits, Brookstein
and Garfinkel executed a Limited Non-Recourse Guaranty Agreement in favor of the
Investor guaranteeing all obligations of the Company under the 2008 CSC
Debentures (collectively, the “CSC
Guaranty Agreements”) and (ii) each of Spirits, Brookstein and Garfinkel
executed a Stock Pledge Agreement, dated May 6, 2008 (the “CSC
Pledge Agreement”), securing their obligations under the CSC Guaranty
Agreements by a pledge of shares of preferred stock of the Company owned by them
as set forth on Schedule I to the CSC Pledge Agreement; and

    


    WHEREAS, pursuant to an
Agreement to Amend and Restate Secured Convertible Debentures, dated as of
January 31, 2009 (the “Amendment
Agreement”),
certain terms of the 2008 Debentures were amended and restated (the 2008 CSC
Debentures as so amended and restated, the “2008 CSC
Amended Debentures”); and



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    WHEREAS, the Investor, the
Company, Spirits, Brookstein and Garfinkel entered into an Omnibus Amendment and
Securities Purchase Agreement, dated September 21, 2009 (the “First
Omnibus Amendment”), pursuant to which, among other things, the Investor
purchased from the Company a Secured Convertible Debenture in the principal
amount of $100,000.00 (the “September
2009 CSC Debenture” and received from the Company 2,000,000 shares of CSC
Common Stock (the “September
2009 CSC Incentive Shares”) and the terms of the CSC Security Agreement,
CSC Pledge Agreement and CSC Guaranty Agreements were amended to include the
September 2009 CSC Debenture; and

    


    WHEREAS, the Investor, the
Company, Spirits, Brookstein and Garfinkel entered into a Second Omnibus
Amendment and Securities Purchase Agreement, dated November 23, 2009 (the “Second
Omnibus Amendment”), pursuant to which, among other things, the Investor
purchased from the Company a Secured Convertible Debenture in the principal
amount of $80,000 (the “November
2009 CSC Debenture” and, together with the 2008 CSC Amended Debentures
and September 2009 CSC Debenture, the “Existing
CSC Debentures”) and received from the Company 2,600,000 shares of CSC
Common Stock (the “November
2009 CSC Incentive Shares” and, together with the 2008 CSC Incentive
Shares and the September 2009 CSC Incentive Shares, the “CSC
Incentive Shares”) and the terms of the CSC Security Agreement, CSC
Pledge Agreement and CSC Guaranty Agreements were amended to include the
November 2009 CSC Debenture; and

    


    WHEREAS, the aggressive
accrued and unpaid interest under the existing CSC Debentures totals $21,924.96
(the “CSC
Accrued Interest Amount”), as of the date of this Agreement;
and

    


    WHEREAS, the Investor
purchased from Execuserve a Secured Convertible Promissory Note in the original
principal amount of $220,000 (the “November
2007 Execuserve Note”) together with a warrant (the “November
2007 Execuserve Warrant”) to purchase shares (the “November
2007 Execuserve Warrant Shares”) of the common stock, no par value (the
“Execuserve
Common Stock”), of Execuserve pursuant to a Bridge Loan Convertible Note
Master Agreement, dated on or about November 16, 2007 (the “November
2007 Execuserve Purchase Agreement”), between Investor and
Execuserve;

    


    WHEREAS, in connection with
the November 2007 Execuserve Purchase Agreement, Execuserve executed a Security
Agreement in favor of Agile (the “November
2007 Execuserve Security Agreement”) granting Agile a security interest
in the collateral set forth therein to secure the obligations of Execuserve to
Agile under the November 2007 Execuserve Note; and

    


    WHEREAS, the Investor
purchased from Execuserve a Secured Convertible Promissory Note in the original
principal amount of $240,000 (the “June 2008
Execuserve Note” and together with the November 2007 Execuserve Note, the
“Existing
Execuserve Notes”) together with a warrant (the “June 2008
Execuserve Warrant” and, together with the November 2007 Execuserve
Warrant, the “Existing
Execuserve Warrants”) to purchase shares (the “June 2008
Execuserve Warrant Shares” and, together with the November 2007
Execuserve Warrant Shares, the “Existing
Execuserve Warrant Shares”) of Execuserve Common Stock or the common
stock of Execuserve’s successor by merger pursuant to a Securities Purchase
Agreement, dated on or about June 8, 2008 (the “June 2008
Execuserve Purchase Agreement” and together with the November 2007
Execuserve Purchase Agreement, the “Original
Execuserve Securities Purchase Agreements”), between Investor and
Execuserve;


    
      
         


      

      
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    WHEREAS, in connection with
the June 2008 Execuserve Purchase Agreement, Execuserve executed a Security
Agreement in favor of Agile (the “June 2008
Execuserve Security Agreement” and, together with the November 2007
Execuserve Security Agreement, the “Existing
Execuserve Security Agreements”) granting Agile a security interest in
the collateral set forth therein to secure the obligations of Execuserve to
Agile under the Existing Execuserve Notes; and

    


    WHEREAS, the aggregate unpaid
interest under the Existing Execuserve Notes totals $117,318.60 (the “Execuserve
Accrued Interest Amount”), as of the date of this Agreement;
and

    


    WHEREAS, CSC, its wholly owned
subsidiary CSC/Execuserve Acquisition Corp. (“Merger
Sub”), and Execuserve have entered into an Agreement and Plan of Merger,
dated of even date herewith, the form of which is attached as Exhibit A hereto
(the “Merger
Agreement”), pursuant to which (i) Merger Sub will be merged with and
into Execuserve (the “Merger”),
(ii) Execuserve will become a wholly-owned subsidiary of CSC and (iii) the
outstanding equity securities of Execuserve will be exchanged for shares of CSC
Common Stock and the rights to acquire Execuserve Common Stock under outstanding
derivative securities of Execuserve, including the Existing Execuserve Notes,
will become rights to acquire shares of CSC Common Stock at the applicable
exchange ratio as provided in the Merger Agreement; and

    


    WHEREAS, the Company has
requested the Investor to loan the Company an additional $525,000.00, and the
Investor has agreed to loan the Company such additional funds upon the terms and
subject to the conditions set forth herein.

    


    NOW, THEREFORE, in
consideration of the foregoing and the mutual promises contained herein and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the Parties, the Parties covenant and agree as
follows:

    


    1.           Purchase
and Sale of Amended and Restated Debenture; Issuance of CSC Common Stock;
Termination of Existing Execuserve Warrants; Closing.

     

    1.1          Sale and
Issuance of Amended and Restated Debenture.

     

    Subject to the terms and conditions of
this Agreement and in reliance on the representations and warranties set forth
or referred to herein, the Investor shall lend to the Company an additional
$525,000.00 (the “Additional
Funds”).  The loan of the Additional Funds to the Company shall
be evidenced by an Amended and Restated Debenture in the form attached hereto as
Exhibit
B (the “A&R
Debenture”), which A&R Debenture shall also amend and restate in
their entirety, each of the Existing CSC Debentures and each of the Existing
Execuserve Notes.  Accordingly, the original principal amount of the
A&R Debenture shall be $1,765,000.00.  The outstanding principal
and accrued and unpaid interest under the A&R Debenture shall be convertible
into shares (the “A&R
Debenture Conversion Shares”) of CSC Common Stock upon the terms set
forth in the A&R Debenture.


    
      
         


      

      
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    1.2          Closing.  The closing of
the purchase, sale and issuance of the A&R Debenture shall take place at the
offices of Westerman Ball Ederer Miller & Sharfstein, LLP, legal counsel to
Agile (“WBEMS”),
170 Old Country Road, Fourth Floor, Mineola, New York 11501, on the date hereof,
simultaneous with the effective time of Merger (the “Closing”).  At
the Closing, (i) the Company shall deliver to the Investor the duly executed
A&R Debenture against delivery by the Investor to the Company of (x) the
Additional Funds by wire transfer of immediately available funds in the amount
thereof to the Company’s bank account at Capital One Bank, 111 East Park Avenue,
Long Beach, New York 11561 (Account Number: 7924030518) and (y) Investor shall
deliver to the Company the original Existing CSC Debentures and original
Existing Execuserve Notes or affidavits of loss and indemnity agreements in lieu
thereof (any such affidavits of loss and indemnity agreements to be in forms
reasonably satisfactory to CSC), (ii) the Company shall execute and deliver to
Investor an Amended and Restated Security Agreement in the form annexed hereto
as Exhibit
C in favor of the Investor amending and restating the CSC Security
Agreement in its entirety and granting to the Investor a first priority security
interest in the collateral referred to therein (the “A&R
CSC Security Agreement”), (iii) Call Compliance, Inc., a wholly-owned
subsidiary of the Company (“Call
Compliance”), and Execuserve shall each execute and deliver the Guaranty
Agreement in favor of the Investor in the form of Exhibit D
(the “Subsidiary
Guaranty”), and (iv) Call Compliance and Execuserve shall each execute
and deliver to Investor a Guarantor Security Agreement substantially in the form
annexed hereto as Exhibit E
in favor of the Investor granting to the Investor a first priority security
interest in the collateral of such subsidiary referred to therein (collectively,
the “Guarantor
Security Agreements”), which in the case of Execuserve shall amend and
restate the Existing Execuserve Security Agreements in their
entireties.

     

    1.3          Fees and
Expenses.  At the Closing,
the Company shall pay all fees due to third party agents and expenses incurred
by Agile and/or Agile Investments, LLC in connection with the transactions
hereunder, including, without limitation, (x) the legal fees and expenses of
WBEMS incurred in connection with the preparation of this Agreement and the
consummation of the transactions contemplated hereby, which legal fees are
agreed to be $10,000.00 and (y) $21,000.00 payable to Agile Investments, LLC for
due diligence costs, structuring work and ongoing debt monitoring
fees.

     

    1.4          Defined
Terms Used in this Agreement.  In addition to
the terms defined elsewhere in this Agreement, the following terms used in this
Agreement shall be construed to have the meanings set forth below.

     

    “Approvals”
means, collectively, all actions, approvals, consents, waivers, exemptions,
Orders, authorizations, registrations, declarations, filings and
recordings.

    


    “Business
or Condition” of a Person means the business, operations, assets,
properties, earnings, prospects or condition (financial or other) of such
Person.

    


    “Exchange
Act” means the Securities Exchange Act of 1934, as
amended.


    
      
         


      

      
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    “Governmental
Body” means any federal, state, municipal, local or other governmental
department, commission, board, bureau, agency, instrumentality, political
subdivision or taxing authority, of any country.

    


    “Intellectual
Property” any patents, patent applications, trademarks, trademark
applications, service marks, service mark applications, trade names, copyrights,
manufacturing processes, formulae, trade secrets and know-how of a
Person.

    


    “Loan
Documents” means, collectively, this Agreement, the A&R CSC Security
Agreement, Guarantor Security Agreements, A&R Debenture, Subsidiary
Guaranty, CSC Guaranty Agreements, CSC Pledge Agreement and all other documents,
certificates and instruments delivered in connection therewith.

    


    “Material
Adverse Change;” “Material Adverse Effect;” “Materially Adverse” in, on
or with respect to, a Person, shall mean a material adverse change in the
Person’s Business or Condition, a material adverse effect on such Person’s
Business or Condition or an event which is materially adverse to such Person’s
Business or Condition.

    


    “Order”
means any order, writ, injunction, decree, judgment, award, determination,
direction or demand by a Governmental Body, arbitrator or court.

    


    “Person”
means any individual, corporation, association, partnership, joint venture,
limited liability company, trust or estate, organization, business, government
or agency or political subdivision thereof, or any other entity.

    


    “Principal
Trading Market” means the OTC Bulletin Board or such other market or
platform on which trading prices for the CSC Common Stock is principally quoted
or reported, including the reporting system of The Pink Sheets, LLC, at the
relevant time.

    


    “Sale of
the Company” means either (i) the sale, lease, transfer, conveyance
or other disposition, in one or a series of related transactions, of all or
substantially all of the assets of the Company or (ii) a transaction or
series of transactions (including, without limitation, by way of merger,
consolidation, or sale of equity) the result of which is that the holders of the
Company’s outstanding voting securities immediately prior to such transactions
are after giving effect to such transactions no longer, in the aggregate, the
“beneficial owners” (as such term is defined in Rule 13d-3 and
Rule 13d-5 promulgated under the Exchange Act), directly or indirectly
through one or more intermediaries, of more than 50% of the voting power of the
outstanding voting securities of the Company.

    


    “SEC”
means the Securities and Exchange Commission.

     

    “SEC
Documents” means all reports, documents and other filings made by the
Company with the SEC and available via SEC’s EDGAR online electronic document
retrieval system.


    
      
         


      

      
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    “Securities
Act” means the Securities Act of 1933, as amended.

     

    “Subsidiary”
means any company or entity in which the Company owns or controls, directly or
indirectly, any interest.

     

    1.5          Beneficial
Ownership Limitations.

     

    (a)           Notwithstanding
anything to the contrary contained herein, at no time shall the Investor,
together with any “affiliates” (as defined in the Exchange Act) of the Investor,
“beneficially own” enough shares of Common Stock to be deemed an “affiliate” of
the Company within the meaning of the Exchange Act (a “Company
Affiliate”).  Accordingly, Investor (and its affiliates) shall
not have the right to convert any portion of the A&R Debenture in violation
of the foregoing.

     

    (b)           To
the extent that the limitation contained in this Section 1.5 applies, the
determination of whether a Company security is convertible or exercisable (in
relation to other Company securities owned by the Investor) and which security
or portion thereof is convertible or exercisable shall be in the sole discretion
of the Investor.  To ensure compliance with this restriction, the
Investor will be deemed to represent to the Company each time it delivers a
Notice of Conversion under the A&R Debenture that such notice does not
violate the restrictions set forth in this Section 1.5 and the Company shall
have no obligation to verify or confirm the accuracy of such
determination.  For purposes of this Section 1.5, in determining the
number of outstanding shares of CSC Common Stock, the Investor may rely on the
number of outstanding shares of CSC Common Stock as reflected in (x) the
Company’s most recent Form 10-Q or Form 10-K, as the case may be, (y) a more
recent public announcement by the Company, including the filing of a Form 8-K
which discloses the issuance of shares of CSC Common Stock, or (z) any other
notice by the Company or the Company’s Transfer Agent setting forth the number
of shares of Common Stock outstanding.  Upon the written or oral request of
the Investor, the Company shall within two business days confirm orally and in
writing to the Investor the number of shares of Common Stock then
outstanding.  In any case, the number of outstanding shares of Common Stock
shall be determined after giving effect to the conversion or exercise of
securities of the Company by the Investor or its affiliates since the date as of
which such number of outstanding shares of Common Stock was
reported

     

    1.6          Termination
of the Existing Execuserve Warrants and Issuance of the Additional Amending and
Restating Shares.  As additional
incentive for the parties to enter into this Agreement and to consummate this
transactions contemplated by this Agreement, effective as of the effective time
of the Merger, (a) CSC shall issue to Investor 2.4 million shares (the “Additional
Amending and Restating Shares” and together with the CSC Incentive Shares
and A&R Debenture Conversion Shares, the “Registrable
Shares”) of CSC Common Stock and arrange for the delivery to Investor of
a stock certificate evidencing the ownership by Investor of the Additional
Amending and Restating Shares and (b) the Existing Execuserve Warrants shall be
cancelled and terminated and the Investor shall mark each and every document
evidencing any of the Existing Execuserve Warrants as “CANCELLED” and shall
deliver to CSC such documents as so marked.


    
      
         


      

      
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    1.7          Survival
of Obligation to Pay Accrued and Unpaid Interest under Existing
Debt.  The Company and Execuserve each acknowledge that (x)
there are currently outstanding accrued and unpaid interest owing to Investor
under the Existing CSC Debentures (in the amount equal to the CSC Accrued
Interest Amount) and Existing Execuserve Notes (in the amount equal to the
Execuserve Accrued Interest Amount), (y) only a portion of the CSC Accrued
Interest Amount and Execuserve Accrued Interest Amount (collectively, the “Aggregate
Accrued and Unpaid Interest Amount”) is being paid to Agile at
the Closing (as and in the amounts set forth in Schedule 7.2 to this Agreement),
resulting in $79,243.56 (the “Remaining
Combined Accrued Interest Amount”) of Accrued and Unpaid Interest
remaining owing to Investor and (z) despite not incorporating such Remaining
Combined Accrued Interest Amount in the principal amount of the A&R
Debenture, the Remaining Combined Accrued Interest Amount remains an outstanding
joint obligation of both the Company and Execuserve and is due and payable no
later than the Maturity Date of the A&R Debenture.  The provisions
of this Section 1.7 shall survive the Closing.

     

    2.           Representations
and Warranties of the Company.  The Company
hereby represents and warrants to the Investor that:

     

    2.1          Organization,
Good Standing and Qualification.  The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Nevada and has all requisite corporate power and authority to
carry on its business as presently conducted or proposed to be
conducted.  The Company is duly qualified to transact business and is
in good standing in each jurisdiction in which the failure so to qualify would
have a Material Adverse Effect.  The Company is obligated to file
reports under Section 13 of the Exchange Act pursuant to Section 12 or Section
15(d) of the Exchange Act.  Trading prices for the Common Stock are
quoted or reported on a Principal Trading Market.  The Company has
received no notice, either oral or written, with respect to the eligibility or
the continued eligibility of the Common Stock for such quotation on the
Principal Trading Market, and the Company has maintained all requirements on its
part for the continuation of such quotation.

     

    2.2          Capitalization.  Schedule
2.2(a) sets forth the capitalization of CSC immediately following the
Merger.  Except as set forth in Schedule
2.2(a), there are no options, warrants, subscriptions, conversion rights
or securities exchange rights or other securities or other contractual rights
outstanding which require, or give any person the right to require the issuance,
delivery or sale (including the right of conversion or exchange) of any capital
stock of the Company whether or not such rights are presently
exercisable.

     

    2.3          Authorization.  All corporate
action on the part of the Company necessary for the authorization, execution,
issuance, if applicable, and delivery of each of the Loan Documents to which the
Company is a party has been taken and each of such Loan Documents, when
executed, issued, if applicable, and delivered by the Company, and assuming due
execution and delivery by the Investor and all other parties to this Agreement,
if applicable, shall constitute a valid and legally binding obligation of the
Company, enforceable against the Company in accordance with its terms, except as
limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance, or other laws of general application relating to or
affecting the enforcement of creditors’ rights generally, and as limited by
laws relating to the availability of specific performance, injunctive relief, or
other equitable remedies.


    
      
         


      

      
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    2.4          Valid
Issuance of Securities.  The A&R
Debenture when issued, sold and delivered in accordance with the terms hereof
for the consideration expressed herein, will be duly and validly issued, fully
paid and nonassessable and free of restrictions on transfer other than
restrictions on transfer under applicable state and federal securities
laws.

     

    2.5          Consents
and Approvals.  No Approval by,
from or with and no other action in respect of, any Governmental Body or any
other Person (including any trustee or holder of any indebtedness, securities or
other obligations of the Company) is required (a) for or in connection with the
valid execution and/or delivery by the Company of or the performance by the
Company of its obligations under the Loan Documents or the consummation by the
Company of the transactions contemplated thereby, including the offer, issuance,
sale and delivery by the Company of the A&R Debenture, or (b) as a condition
to the legality, validity or enforceability as against the Company of the Loan
Documents.

     

    2.6          Intellectual
Property.  The Company represents and warrants that it has full
right, title and interest in and to, or otherwise has the right to license its
Intellectual Property.  Schedule
2.6 hereto identifies the Company’s material Intellectual Property. To
the best of the Company’s knowledge, no claim is pending nor has the Company
received notice to the effect that its Intellectual Property infringes or will
infringe upon or conflict with the asserted rights of any other Person, and to
the best of the Company’s knowledge, there is no basis for any such claim
(whether or not pending or threatened).  Except as set forth on Schedule
2.6, there are no outstanding options, licenses, or agreements of any
kind relating to the foregoing, nor is the Company bound by or a party to any
options, licenses, or agreements of any kind with respect to its Intellectual
Property.  The Company is not obligated or under any liability
whatsoever to make any payments by way of royalties, fees or otherwise to any
owner of or licensor or other claimant to its Intellectual
Property.  No claim is pending or, to the Company’s knowledge,
threatened to the effect that the Intellectual Property is invalid or
unenforceable by the Company, and there is no basis for any such claim (whether
or not pending or, to the Company’s knowledge, threatened).

     

    2.7          Subsidiaries.  After giving
effect to the Merger, except as set forth on Schedule
2.7 the Company does not own or control, directly or indirectly, any
interest in any other company or subsidiary (other than Execuserve) and none of
them is a participant in any joint venture, partnership or similar
arrangement.

     

    2.8          Disclosure.  No representation
or warranty of the Company contained in this Agreement, any certificate or
document furnished or to be furnished to the Investor at the Closing contains
any untrue statement of a material fact or omits to state a material fact
necessary in order to make the statement contained herein or therein not
misleading in light of the circumstances under which they were
made.

     

    2.9          Rights of
Others Affecting the Transactions.  There are no
Persons with any preemptive rights to acquire any of the securities that may be
issued to the Investor pursuant to this Agreement and no Persons have a
currently exercisable right of first refusal which would be applicable to any or
all of the transactions contemplated by the Loan Documents.

     

    
      
         

      

      
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    2.10        Non-Contravention.  The execution and
delivery of this Agreement and each of the other Loan Documents to which it is a
party by the Company, the issuance of Company securities, and the consummation
by the Company of the transactions contemplated by this Agreement and each of
the other Loan Documents do not and will not conflict with or result in a breach
by the Company of any of the terms or provisions of, or constitute a default
under (i) the certificate of incorporation or by-laws of the Company, each as
currently in effect, (ii) any indenture, mortgage, deed of trust, or other
material agreement or instrument to which the Company is a party or by which it
or any of its properties or assets are bound, including any listing agreement
for the Common Stock except as herein set forth, or (iii) to its knowledge, any
existing applicable law, rule, or regulation or any applicable decree, judgment,
or order of any court, United States federal or state regulatory body,
administrative agency, or other governmental body having jurisdiction over the
Company or any of its properties or assets, except such conflict, breach or
default which would not have or result in a Material Adverse
Effect.

     

    2.11        Filings.  Since January 1,
2008, none of the Company’s SEC Documents contained, at the time they were
filed, any untrue statement of a material fact or omitted to state any material
fact required to be stated therein or necessary to make the statements made
therein in light of the circumstances under which they were made, not
misleading, except as may have been amended, modified or disclosed in subsequent
SEC Documents.

     

    2.12        Absence
of Certain Changes.  Since September
30, 2009, there has been no Material Adverse Change, except as may have been
disclosed in the Company’s SEC Documents.  Since September 30, 2009,
except as may have been disclosed in the Company’s SEC Documents, the Company
has not (i) incurred or become subject to any material liabilities (absolute or
contingent) except liabilities incurred in the ordinary course of business
consistent with past practices; (ii) discharged or satisfied any material lien
or encumbrance or paid any material obligation or liability (absolute or
contingent), other than current liabilities paid in the ordinary course of
business consistent with past practices; (iii) declared or made any payment or
distribution of cash or other property to shareholders with respect to its
capital stock, or purchased or redeemed, or made any agreements to purchase or
redeem, any shares of its capital stock; (iv) sold, assigned or transferred any
other tangible assets, or canceled any debts owed to the Company by any third
party  or claims of the Company against any third party, except in the
ordinary course of business consistent with past practices; (v) waived any
rights of material value, whether or not in the ordinary course of business, or
suffered the loss of any material amount of existing business; (vi) made any
increases in employee compensation, except in the ordinary course of business
consistent with past practices; or (vii) experienced any material problems with
labor or management in connection with the terms and conditions of their
employment.


    
      
         


      

      
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    2.13        Absence
of Litigation.  There is no
action, suit, proceeding, inquiry or investigation before or by any court,
public board or body pending or, to the knowledge of the Company, threatened
against or affecting the Company before or by any governmental authority or
nongovernmental department, commission, board, bureau, agency or instrumentality
or any other person, wherein an unfavorable decision, ruling or finding would
have a Material Adverse Effect or which would adversely affect the validity or
enforceability of, or the authority or ability of the Company to perform its
obligations under, any of the Loan Documents.  The Company is not
aware of any valid basis for any such claim that (either individually or in the
aggregate with all other such events and circumstances) could reasonably be
expected to have a Material Adverse Effect. There are no outstanding or
unsatisfied judgments, orders, decrees, writs, injunctions or stipulations to
which the Company is a party or by which it or any of its properties is bound,
that involve the transaction contemplated herein or that, alone or in the
aggregate, could reasonably be expect to have a Material Adverse
Effect.

     

    2.14        Absence
of Events of Default.  The Company is
not in default in the performance or observance of any material obligation,
agreement, covenant or condition contained in any material indenture, mortgage,
deed of trust or other material agreement to which it is a party or by which its
property is bound, and (ii) no Event of Default (or its equivalent term), as
defined in the respective agreement to which the Company is a party, and no
event which, with the giving of notice or the passage of time or both, would
become an Event of Default (or its equivalent term) (as so defined in such
agreement), has occurred and is continuing, which would have a Material Adverse
Effect.

     

    2.15        No
Undisclosed Liabilities or Events.  To the best of
the Company’s knowledge, the Company has no liabilities or obligations other
than those disclosed in the Loan Documents or the Company’s SEC Documents or
those incurred in the ordinary course of the Company’s business since September
30, 2009, or which individually or in the aggregate, do not or would not have a
Material Adverse Effect.  Except for the Merger, no event or
circumstances has occurred or exists with respect to the Company or its
properties, business, operations, condition (financial or otherwise), or results
of operations, which, under applicable law, rule or regulation, requires public
disclosure or announcement prior to the date hereof by the Company but which has
not been so publicly announced or disclosed.  Except for the Merger,
there are no proposals currently under consideration or currently anticipated to
be under consideration by the Board of Directors or the executive officers of
the Company which proposal would (x) change the articles or certificate of
incorporation or other charter document or by-laws of the Company, each as
currently in effect, with or without shareholder approval, which change would
reduce or otherwise adversely affect the rights and powers of the shareholders
of the Company or (y) materially or substantially change the business, assets or
capital of the Company, including its interests in any Subsidiary.

     

    A breach
of any of the representations and warranties in this Section 2 shall be deemed a
material breach of this Agreement and shall constitute an Event of Default under
the A&R Debenture and, in such an event, the Investor shall be entitled to
exercise all remedies available under the Loan Documents.

    


    3.           Representations
and Warranties of Execuserve.  Execuserve hereby
represents and warrants to the Investor that:


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

    


    3.1          Organization,
Good Standing and Qualification.  Execuserve is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Virginia and has all requisite corporate power and authority to
carry on its business as presently conducted or proposed to be
conducted.  Execuserve is duly qualified to transact business and is
in good standing in each jurisdiction in which the failure so to qualify would
have a Material Adverse Effect.

     

    3.2          Capitalization.  Schedule
3.2(b) sets forth the capitalization of Execuserve immediately following
the Merger.  Except as set forth in Schedule
3.2(b), there are no options, warrants, subscriptions, conversion rights
or securities exchange rights or other securities or other contractual rights
outstanding which require, or give any person the right to require the issuance,
delivery or sale (including the right of conversion or exchange) of any capital
stock of Execuserve whether or not such rights are presently
exercisable.

     

    3.3          Authorization.  All corporate
action on the part of Execuserve necessary for the authorization, execution,
issuance, if applicable, and delivery of each of the Loan Documents to which
Execuserve is a party has been taken and each of such Loan Documents, when
executed, issued, if applicable, and delivered by Execuserve, and assuming due
execution and delivery by the Investor and all of the other parties to this
Agreement, if applicable, shall constitute a valid and legally binding
obligation of Execuserve, enforceable against Execuserve in accordance with its
terms, except as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance, or other laws of general application relating
to or affecting the enforcement of creditors’ rights generally, and as
limited by laws relating to the availability of specific performance, injunctive
relief, or other equitable remedies.

     

    3.4          Consents
and Approvals.  No Approval by,
from or with and no other action in respect of, any Governmental Body or any
other Person (including any trustee or holder of any indebtedness, securities or
other obligations of the Company) is required (a) for or in connection with the
valid execution and/or delivery by the Company of or the performance by
Execuserve of its obligations under the Loan Documents or the consummation by
Execuserve of the transactions contemplated thereby, or (b) as a condition to
the legality, validity or enforceability as against the Company of the Loan
Documents.

     

    3.5           Intellectual
Property.  Execuserve represents and warrants that it has full
right, title and interest in and to, or otherwise has the right to license its
Intellectual Property, except as otherwise described on Schedule 3.5.  Schedule
3.5 hereto identifies Execuserve’s material Intellectual
Property.  To the best of Execuserve’s knowledge, no claim is pending
nor has Execuserve received notice to the effect that its Intellectual Property
infringes or will infringe upon or conflict with the asserted rights of any
other Person, and to the best of Execuserve’s knowledge, there is no basis for
any such claim (whether or not pending or threatened).  Except as set
forth on Schedule
3.5, there are no outstanding options, licenses, or agreements of any
kind relating to the foregoing, nor is Execuserve bound by or a party to any
options, licenses, or agreements of any kind with respect to its Intellectual
Property.  Execuserve is not obligated or under any liability
whatsoever to make any payments by way of royalties, fees or otherwise to any
owner of or licensor or other claimant to its Intellectual
Property.  No claim is pending or, to Execuserve’s knowledge,
threatened to the effect that the Intellectual Property is invalid or
unenforceable by Execuserve, and there is no basis for any such claim (whether
or not pending or, to Execuserve’s knowledge, threatened).


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    3.6          Disclosure.  No representation
or warranty of Execuserve contained in this Agreement, any financial statement,
certificate or document furnished to the Investor contains any untrue statement
of a material fact or omits to state a material fact necessary in order to make
the statement contained herein or therein not misleading in light of the
circumstances under which they were made.

     

    3.7          Non-Contravention.  The execution and
delivery of this Agreement and each of the other Loan Documents to which it is a
party by Execuserve, the issuance of the securities, and the consummation by
Execuserve of the transactions contemplated by this Agreement and each of the
other Loan Documents do not and will not conflict with or result in a breach by
Execuserve of any of the terms or provisions of, or constitute a default under
(i) the certificate of incorporation or by-laws of Execuserve, each as currently
in effect, (ii) any indenture, mortgage, deed of trust, or other material
agreement or instrument to which Execuserve is a party or by which it or any of
its properties or assets are bound, including any listing agreement for the
Common Stock except as herein set forth, or (iii) to its knowledge, any existing
applicable law, rule, or regulation or any applicable decree, judgment, or order
of any court, United States federal or state regulatory body, administrative
agency, or other governmental body having jurisdiction over Execuserve or any of
its properties or assets, except such conflict, breach or default which would
not have or result in a Material Adverse Effect.

     

    3.8          Absence
of Certain Changes.  Since December
31, 2008, there has been no Material Adverse Change with respect to Execuserve
and it has not (i) incurred or become subject to any material liabilities
(absolute or contingent) except liabilities incurred in the ordinary course of
business consistent with past practices; (ii) sold, assigned or transferred any
other tangible assets, or canceled any debts owed to the Company by any third
party  or claims of the Company against any third party, except in the
ordinary course of business consistent with past practices; (iii) waived any
rights of material value, whether or not in the ordinary course of business, or
suffered the loss of any material amount of existing business; (iv) made any
increases in employee compensation, except in the ordinary course of business
consistent with past practices; or (v) experienced any material problems with
labor or management in connection with the terms and conditions of their
employment.

     

    3.9          Absence
of Litigation.  As of the date of
this Agreement, there is no action, suit, proceeding, inquiry or investigation
before or by any court, public board or body pending or, to the knowledge of
Execuserve, threatened against or affecting Execuserve before or by any
governmental authority or nongovernmental department, commission, board, bureau,
agency or instrumentality or any other person, wherein an unfavorable decision,
ruling or finding would have a Material Adverse Effect or which would adversely
affect the validity or enforceability of, or the authority or ability of
Execuserve to perform its obligations under, any of the Loan
Documents.  Execuserve is not aware of any valid basis for any such
claim that (either individually or in the aggregate with all other such events
and circumstances) could reasonably be expected to have a Material Adverse
Effect. There are no outstanding or unsatisfied judgments, orders, decrees,
writs, injunctions or stipulations to which Execuserve is a party or by which it
or any of its properties is bound, that involve the transaction contemplated
herein or that, alone or in the aggregate, could reasonably be expect to have a
Material Adverse Effect.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    3.10        Absence
of Events of Default.  Except to the
extent described on Schedule
3.10, Execuserve is not in default in the performance or observance of
any material obligation, agreement, covenant or condition contained in any
material indenture, mortgage, deed of trust or other material agreement to which
it is a party or by which its property is bound, and (ii) no Event of Default
(or its equivalent term), as defined in the respective agreement to which
Execuserve is a party, and no event which, with the giving of notice or the
passage of time or both, would become an Event of Default (or its equivalent
term) (as so defined in such agreement), has occurred and is continuing, which
would have a Material Adverse Effect.

     

    3.11        No
Undisclosed Liabilities or Events.  To the best of
Execuserve’s knowledge, Execuserve has no liabilities or obligations other than
those disclosed in the Loan Documents or financial statements delivered to the
Investor or those incurred in the ordinary course of Execuserve’s business since
December 31, 2008, or which individually or in the aggregate, do not or would
not have a Material Adverse Effect, except as set forth in Schedule
3.11.  Except for the Merger, there are no proposals currently under
consideration or currently anticipated to be under consideration by the Board of
Directors or the executive officers of Execuserve which proposal would (x)
change its organizational documents as currently in effect, with or without
stockholder approval, which change would reduce or otherwise adversely affect
the rights and powers of Execuserve’s stockholders or (y) materially or
substantially change the business, assets or capital of Execuserve.

     

    3.12        Full
Disclosure.  To the best of
Execuserve’s knowledge, there is no fact known to it that has not been disclosed
to the Investor that would reasonably be expected to have or result in a
Material Adverse Effect.

     

    4.           Representations
and Warranties of the Investor.  The Investor
hereby represents and warrants, to the Company as follows:

     

    4.1          Authorization.  The Investor is a
Delaware limited liability company, duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization with full power
and authority to enter into, deliver and perform all of Investor’s obligations
under this Agreement.  This Agreement, when executed and delivered by
the Investor, will constitute a valid and legally binding obligation of the
Investor, enforceable in accordance with its terms, except as limited by
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance, and any other laws of general application affecting enforcement of
creditors’ rights generally, and as limited by laws relating to the availability
of a specific performance, injunctive relief, or other equitable
remedies.

     

    4.2          Investment
Intent.  The Investor is acquiring the A&R Debenture,
Additional Amending and Restating Shares and, upon conversion of the A&R
Debenture, the A&R Debenture Shares (collectively, the “Securities”)
for the Investor’s own account, for investment only and not with a view to, or
for sale in connection with, a distribution thereof or any part thereof, within
the meaning of the Securities Act, and the rules and regulations promulgated
thereunder, or any applicable state securities or blue-sky laws, and no one
other than the Investor has any interest in the Securities or this
Agreement.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

    4.3          Investor
Status.  The undersigned is an “accredited investor,” as such
term is defined under Rule 501 promulgated under the Securities
Act.

     

    4.4          Offering
Exempt from Registration; Company’s Reliance.  The Company has
advised the Investor that:

     

    (a)           None
of the Securities have been registered under the Securities Act or under the
laws of any state on the basis that the issuance thereof is exempt from such
registration;

    


    (b)          The
Company’s reliance on the availability of such exemption is, in part, based upon
the accuracy and truthfulness of the undersigned’s representations contained in
this Agreement;

    


    (c)          As
a result of such lack of registration, none of the Securities may be resold or
otherwise transferred or disposed without registration pursuant to or an
exemption therefrom available under the Securities Act and such state securities
laws; provided that if the foregoing conditions are satisfied, the Securities
are transferable by the Investor and

    


    (d)          In
furtherance of the provisions of this Section 3.4, each certificate representing
any of the Securities, shall bear a restrictive legend substantially in the
following form:

    


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



    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    4.5          Sophistication
of the Investor.  The Investor has evaluated the merits and
risks of purchasing the Interest and has such knowledge and experience in
financial and business matters that the undersigned is capable of evaluating the
merits and risks of such purchase, is aware of and has considered the financial
risks and hazards of purchasing the Securities, and is able to bear the economic
risk of purchasing the Interest, including the possibility of a complete loss
with respect to such purchase.

     

    4.6          Access to
Information.  The Investor has had access to such information
regarding the business and finances of the Company and the Securities, the
receipt and careful reading of which is hereby acknowledged by the undersigned,
and has been provided the opportunity to (a) obtain any additional information
which the Company possesses or can acquire without unreasonable effort or
expense that is necessary to verify the accuracy of information provided to
Investor and (ii) discuss with the Company’s management the business, affairs
and financial condition of the Company and such other matters with respect to
the Company as would concern a reasonable person considering the transactions
contemplated by this Agreement and/or concerned with the operations of the
Company.

     

    4.7          No
Guarantees.  That it never has been represented, guaranteed or
warranted to the Investor by the Company, or any of its officers, directors,
agents, representatives or employees, or any other person, expressly or by
implication, that:

     

    (a)          Any
gain will be realized by Investor from Investor’s investment in the
Securities;

    


    (b)          That
there will be any approximate or exact length of time that the undersigned will
be required to remain as a holder of the Securities; or

    


    (c)           That
the past performance or experience on the part of the Company, its predecessors,
manager or employees or of any other person, will in any way indicate any future
results of the Company.

    


    4.8          No Other
Representations, Warranties, Covenants or Agreements of the
Company.  Except as set forth in this Agreement, or the
documents referred to in this Agreement, the Company has not made any
representation, warranty, covenant or agreement with respect to the matters
contained herein.

     

    4.9          High
Degree of Investment Risk.  Investor acknowledges and
understands that the purchase of the Securities involves a high degree of risk
and may result in a loss of the entire amount invested; that the Company has
limited working capital and limited sources of financing available; that there
is no assurance that the Company’s operations will be profitable in the
future.

     

    4.10        No
General Solicitation.  Investor has not received any general
solicitation or general advertising regarding the purchase of any of the
Securities;


    
      
         


      

      
        15

        
          

        

      

      
         


      

    

     

    4.11        Knowledge
and Experience.  Investor, individually and/or together with
the undersigned’s professional advisors, has such knowledge and experience in
financial, tax and business matters, including substantial experience in
evaluating and investing in securities (including the securities of new and
speculative companies), so as to enable the undersigned to use the information
made available by the Company in order to evaluate the merits and risks of and
investment in the Company, and to make an informed investment decision with
respect thereto.

     

    4.12        Independent
Decision.  Investor is not relying on the Company or on any
accounting, tax, legal or other opinion in the materials reviewed by the
undersigned with respect to the accounting, financial or tax considerations of
Investor relating to investment in the Company; Investor has relied solely on
the representations, warranties, covenants and agreements of the Company in this
Agreement and on Investor’s own examination and independent investigation in
making a decision to acquire the Securities.

     

    5.           Amendments
to Existing Loan Documents.  Each of the CSC Guaranty
Agreements and the Pledge Agreement is hereby amended by (i) amending the
definition of the term “Obligations” contained in the Guaranty Agreements and
the term “Debenture Obligations” contained in the Pledge Agreement to refer to
all obligations of the CSC to Agile under the A&R Debenture, whether for
principal, interest, costs, fees or otherwise (collectively, the “Obligations”)
and all references to Securities Purchase Agreement therein shall be deemed
references to this Agreement from and after the date hereof.

     

    6.           Conditions
Precedent.  As a condition precedent to the Closing hereunder,
all existing secured creditors of both CSC and Execuserve (other than Agile), if
any, shall either (i) be paid in full at or prior to Closing or (ii) enter into
a subordination agreement at or prior to closing in form and substance
acceptable to Agile pursuant to which the indebtedness and liens of such secured
creditor shall be fully subordinated to indebtedness and liens favor of
Agile.

     

    7.           Miscellaneous.

     

    7.1          Registration
Rights.  For the period commencing on the date of the Closing
and terminating 42 months following the date of the Closing, each time the
Company proposes to register any of its securities under the Securities Act,
whether for the Company’s own account or for the account of holders of the
Company’s securities or both (except with respect to registration statements on
Forms S-4, S-8 or any successor or similar forms or “Rule 145” transactions),
the Company shall include all of the then unregistered Registrable Shares in the
registration initiated by the Company, provided that the
holder(s) of such Registerable Shares provide the Company with such information
and commitments as are customarily required of selling securities holders whose
securities are being registered for resale in a registration statement filed
under the Securities Act.  If any particular registration to be
effected pursuant to this Section
7.1 shall be, in whole or in part, an underwritten public offering of
Common Stock for the account of the Company, the number of Registrable Shares to
be included in such an underwriting on behalf of the Investor may be reduced if,
and to the extent that, the managing underwriter shall be of the opinion (a
written copy of which shall be delivered to the Investor) that the inclusion of
all of the shares requested to be included in such underwriting by the Investor
would materially and adversely affect the marketing of the Common Stock to be
sold by the Company under such registration
statement.  Notwithstanding the immediately preceding sentence, no
securities of any of the Company’s securityholders (other than the Investor)
shall be included in such registration unless all of the then unregistered
shares of Registrable Shares held by the Investor are included
therein.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

     

    7.2          Use of
Proceeds.  The parties agree that the Additional Funds shall be
used for the purposes set forth on Schedule
7.2.

     

    7.3          Successors
and Assigns.  The terms and
conditions of this Agreement shall inure to the benefit of and be binding upon
the respective successors and permitted assigns of the
parties.  Nothing in this Agreement, express or implied, is intended
to confer upon any party other than the parties hereto or their respective
successors and assigns any rights, remedies, obligations, or liabilities
under or by reason of this Agreement, except as may be expressly provided
herein.

     

    7.4          Governing
Law.  This Agreement
and all acts and transactions pursuant hereto and the rights and obligations of
the parties hereto shall be governed, construed and interpreted in accordance
with the laws of the State of New York, without giving effect to principles of
conflicts of law.

     

    7.5          Counterparts.  This Agreement
may be executed in any number of counterparts, each of which shall be deemed an
original and all of which together shall constitute one instrument.

     

    7.6          Titles
and Subtitles.  The titles and
subtitles used in this Agreement are used for convenience only and are not to be
considered in construing or interpreting this Agreement.

     

    7.7          Confidentiality.  This Agreement is
confidential, and none of its provisions or terms shall be disclosed to anyone
who is not an Investor or an officer or director of the Company or their agents,
advisers or legal counsel, unless required by law.

     

    7.8          Notices.  Any notice
required or permitted by this Agreement shall be in writing and shall be deemed
sufficient upon delivery, when delivered personally (against written receipt
therefor), one business day following the business day on which such notice is
forwarded by overnight courier, or two business days following the business day
of deposit in the U.S. mail, as certified or registered mail, with postage
prepaid, addressed to the party to be notified at such party’s address as set
forth on the signature page hereto, or as subsequently modified by written
notice, and, if to the Investor, with a copy to Westerman Ball Ederer Miller and
Sharfstein, LLP, 1201 RXR Plaza, Uniondale, New York 11556, Attn: Alan Ederer,
Esq., if to the Company, Execuserve after the Closing, Spirits, Brookstein or
Garfinkel, with a copy to Moritt Hock Hamroff & Horowitz, 400 Garden City
Plaza, Garden City, New York, 11530 Attn: Dennis O’Rourke, Esq., and, if to
Execuserve prior to the Closing, with a copy to Dunston, Simmons & Dunton,
678 Rappahanhock Drive, White Stone, Virginia 22578, Attn: Craig Smith,
Esq.


    
      
         


      

      
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    7.9          Entire
Agreement.  This Agreement
amends and restates each of the Original CSC Securities Purchase Agreement and
each of the Original Execuserve Securities Purchase Agreements in their
entirety.  This Agreement, together with the other Loan Documents as
modified hereby, constitute the entire agreement between the parties hereto
pertaining to the subject matter hereof, and any and all other written or oral
agreements relating to the subject matter hereof existing between the parties
hereto are expressly canceled.  This Agreement may be modified or
amended only with the written consent of all of the parties
hereto.


    


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


    
      
         


      

      
        18

        
          

        

      

      
         


      

    

     

    IN WITNESS WHEREOF, each of
the undersigned has caused this Amended and Restated and Securities Purchase
Agreement to be executed by their respective duly authorized officer as of the
date first above written.

    


    
      
        
          
            	 
      	
                    COMPLIANCE
      SYSTEMS CORPORATION

                  
	 
      	 
      
	 
      	
                    By:

                  	
                    /s/ Dean Garfinkel

                  	 
      
	 
      	 
      	
                    Name:  Dean
      Garfinkel

                  
	 
      	 
      	
                    Title:  President

                  
	 	 	 
	 
      	
                    Address:       50
      Glen Street, Suite 308

                  
	 
      	
                                        
      Glen Cove, New York 11542

                  
	 
      	
                    EXECUSERVE
      CORP.

                  
	 
      	 
      
	 
      	
                    By:

                  	
                    /s/ W. Thomas Eley

                  	 
      
	 
      	 
      	
                    Name:  W.
      Thomas Eley

                  
	 
      	 
      	
                    Title:  President

                  
	 	 
	 
      	
                    Address:      
      929 Williams Wharf Road

                  
	 
      	
                                        
      Mathews, Virginia  23109

                  
	 
      	 
      
	 
      	
                    /s/ Barry Brookstein

                  	 
      
	 
      	
                    Barry
      Brookstein

                  
	 
      	 
      
	 
      	
                    Address:      
      53 Riley Ranch Road

                  
	 
      	
                                        
      Carmel, California 93923

                  
	 
      	 
      
	 
      	
                    /s/ Dean Garfinkel

                  	 
      
	 
      	
                    Dean
      Garfinkel

                  
	 
      	 
      
	 
      	
                    Address:      
      50 Glen Street, Suite 308

                  
	 
      	
                                        
      Glen Cove, New York  11542

                  
	 
      	 
      
	 
      	
                    SPIRITS
      MANAGEMENT INC.

                  
	 
      	 
      
	 
      	
                    By:

                  	
                    /s/ Barry Brookstein

                  	 
      
	 
      	 
      	
                    Name:  Barry
      Brookstein

                  
	 
      	 
      
	 
      	
                    Address:      
      53 Riley Ranch Road

                  
	 
      	
                                        
      Carmel,
California  93923

                  


          

        

      

    

    


    [Amended
and Restated Securities Purchase Agreement Counterpart Signature
Page]


    
      
         


      

      
        19

        
          

        

      

      
         


      

    

    


    
      
        
          
            	 
      	
                    AGILE
      OPPORTUNITY FUND, LLC

                  
	 
      	
                    By:  AGILE
      INVESTMENTS, LLC, Managing Member

                  
	 
      	 
      
	 
      	
                    By:

                  	      
                    /s/ David I.
      Propis 

                  	
                     

                  
	 
      	 
      	
                    Name:  David
      I. Propis

                  
	 
      	 
      	
                    Title:  Managing
      Member

                  
	 
      	 
      	 
      
	 
      	
                    Address:      
      1175 Walt Whitman Road, Suite 100A

                  
	 
      	
                                          Melville,
      New
York  11747

                  


          

        

      

    

    


    [Amended
and Restated Securities Purchase Agreement Counterpart Signature
Page]


    
      
         


      

      
        20