AMENDED
AND RESTATED

    SECURITY
AGREEMENT

    


    This
Amended and Restated Security Agreement (this “Security
Agreement”), dated as of February 9, 2010 is by and between Compliance Systems
Corporation, a Nevada corporation (the “Debtor”),
and Agile Opportunity Fund,
LLC, a Delaware limited liability company (the “Secured
Party”).

    


    Background

    


    
      	
               
      

            	
              1.

            	
              The
      Secured Party has agreed to acquire from the Debtor an Amended and
      Restated Secured Convertible Debenture (the “Debenture”)
      in the principal amount of $1,765,000.00, pursuant to an Amended and
      Restated Securities Purchase Agreement among the Debtor, the Secured Party
      and the other parties thereto dated as of the date hereof (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 purchase the Debenture, the Debtor has agreed
      to provide the Secured Party with a first priority security interest in
      the Collateral (as hereinafter defined) and to amend and restate in its
      entirety, the existing Security Agreement between the Debtor and the
      Secured Party dated as of May 6, 2008, as amended (the “Original
      Security Agreement”).

            


    

    


    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
Debtor hereby agrees with the Secured Party as follows:

    


    Section
1.          Grant of
Security Interest.  The Debtor hereby grants to the Secured
Party, on the terms and conditions hereinafter set forth a first priority
security interest in the collateral hereinafter identified (the “Collateral”).

    


    Section
2.          Collateral.  The
Collateral is all tangible and intangible assets of the Debtor of whatever kind
and nature (including, without limitation, all intellectual property of whatever
kind or nature of the Debtor 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, and the stock of all of Debtor’s subsidiaries),
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.  The Debtor agrees that it will not sell, transfer,
pledge, mortgage or encumber any of the Collateral (other than sales of goods or
services in the ordinary course of business) without the prior written consent
of the Secured Parties, except that Debtor is permitted to grant subordinated
security interests to the holders of Existing Security Interests (as hereinafter
defined).  A breach of this Section 2 shall automatically constitute
an Event of Default under the Note without any further action of the Secured
Party.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Section
3.          Representations
and Warranties; Covenants.  The Debtor hereby represents,
warrants and covenants as follows:

    


    
      	
               
      

            	
              (a)

            	
              The
      Debtor has title to the Collateral free from any lien, security interest,
      encumbrance or claim, other than security interests (the “Existing
      Security Interests”) previously granted to Nascap Corp., Henry A.
      Ponzio and Barry M. Brookstein, which security interest shall be
      subordinate to the security interest granted to the Secured Party pursuant
      to the Security Agreement.

            


    

    


    
      	
               
      

            	
              (b)

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

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      Debtor is a corporation duly organized, validly existing and in good
      standing under the laws of the State of
Nevada.

            


    

    


    
      	
               
      

            	
              (d)

            	
              The
      Debtor 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 the Collateral unless
      such taxes or assessments are diligently contested by the Debtor 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 Debtor to the Secured
      Party, and all other written factual information heretofore or hereafter
      furnished by the Debtor to the Secured Party, is or will be true and
      correct in all material respects, as of the date
  furnished.

            


    

    


    
      	
               
      

            	
              (f)

            	
              Intentionally
      Omitted.

            


    

    


    
      	
               
      

            	
              (g)

            	
              The
      Debtor will keep its records concerning the Collateral at its address
      shown in Section 18 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 Debtor will not, unless
      the Secured Party shall otherwise consent in writing, maintain any such
      record at any other address.

            


    

    


    
      	
               
      

            	
              (h)

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

            


    

    


    
      	
               
      

            	
              (i)

            	
              The
      Debtor will permit the Secured Party and its representatives at any
      reasonable time on five days’ 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.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (j)

            	
              The
      Debtor 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 Debtor 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 Debtor on behalf of the
      Debtor and shall be in such form and detail as the Secured Party may
      reasonably specify. The Debtor 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 Debtor will stamp on the
      records of
      the Debtor 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.  Debtor 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 Debtor 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 Debtor 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 Debtor 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 Debtor 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 Debtor via registered or certified mail, postage
prepaid, at least fifteen 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.          Debtor
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 Debtor 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 Debtor 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
      Debtor 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 Secured Party’s rights hereunder
      shall not release the Debtor from any of Debtor’s 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 Debtor 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:

    


    
      	
               
      

            	
              (a)

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

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (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 Debtor, a guarantor or a third party grantor of
      a security interest.

            


    

    


    Section
9.          Additional
Assurances.  At the request of the Secured Party, the Debtor
will join in executing or will execute, as appropriate, all necessary financing
statements in a form reasonably satisfactory to the Secured Party, and the
Debtor will pay the reasonable cost of filing such statements, including all
statutory fees.  The Debtor will further execute all other instruments
reasonably deemed necessary by the Secured Party and pay the reasonable 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, except for financing statements with respect to the
Existing Security Interest.  The Debtor covenants that it will not
grant any other security interest in the Collateral without first obtaining the
written consent of the Secured Party, except with respect to extensions, if any,
of the Existing Security Interests.

    


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

    


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

    


    
      	
               
      

            	
              (i)

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

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Debtor
      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 Debtor’s organizational
      identification number or accurately states that Debtor has
      none;

            


    

    


    
      	
               
      

            	
              (iv)

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

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (v)

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

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Debtor covenants with the Secured Party as
  follows:

            


    

    


    
      	
               
      

            	
              (i)

            	
              without
      providing fifteen days’ prior written notice to the Secured Party, Debtor
      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
      Debtor does not have an organizational identification number and later
      obtains one, Debtor shall forthwith notify the Secured Party of such
      organizational identification number;
and

            


    

    


    
      	
               
      

            	
              (iii)

            	
              Debtor
      will not change its type of organization, jurisdiction of organization or
      other legal structure.

            


    

    


    Section
11.        Expenses.
The Debtor 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 Debtor to perform or observe any of the provisions
hereof.

    


    Section
12.        Notices
of Loss or Depreciation.  The Debtor 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
Debtor.  All rights of the Secured Party shall inure to the benefit of
the successors and assigns of the Secured Party.  All obligations of
the Debtor shall be binding upon the Debtor’s successors and
assigns.

    


    Section
15.        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 federal or state courts located
within Nassau or Suffolk Counties in the State of New York.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    


    Section
16.        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
17.        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
18.        Notices.  Any
demand upon or notice to a party hereunder shall be effective when delivered by
hand, against written receipt therefor, 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

              
	 
      	 
      	 
      
	
                With
      a copy to:

              	 
      	
                Westerman
      Ball Ederer Miller & Sharfstein, LLP

              
	 
      	 
      	
                1201
      RXR Plaza

              
	 
      	 
      	
                Uniondale,
      NY  11556

              
	 
      	 
      	
                Attn:  Alan
      C. Ederer, Esq.

              
	 
      	 
      	 
      
	
                If
      to the Debtor:

              	 
      	
                Compliance
      Systems Corporation

              
	 
      	 
      	
                50
      Glen Street - Suite 308

              
	 
      	 
      	
                Glen
      Cove, NY  11542

              
	 
      	 
      	
                Attn.:  Dean
      Garfinkel, President

              
	 
      	 
      	 
      
	
                With
      a copy to:

              	 
      	
                Moritt
      Hock Hamroff & Horowitz LLP

              
	 
      	 
      	
                400
      Garden City Plaza

              
	 
      	 
      	
                Garden
      City, NY  11530

              
	 
      	
                  

              	
                Attn:  Dennis
      C. O’Rourke, Esq.

              


      

    

    


    Section
19.        Entire
Agreement.  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, amends and restates the
Original Security Agreement in its entirety and may not be amended, waived, or
discharged except by an instrument in writing executed by the Secured
Party.

    


    Section
20.        Termination.  This
Security Agreement shall terminate upon the repayment in full of the Debenture
or conversion 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 Debtor
in connection therewith.

    


    [Remainder
of Page Intentionally Left Blank]


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


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

    


    
      
        	 
      	
                COMPLIANCE
      SYSTEMS CORPORATION

              
	 
      	 
      
	 
      	
                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

              


      

    


    
      
         


      

      
        8