NEITHER
THIS DEBENTURE NOR ANY SHARES OF STOCK ISSUABLE UPON CONVERSION OF THIS
DEBENTURE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”),
OR UNDER THE SECURITIES LAWS OF ANY STATE. NEITHER THIS DEBENTURE NOR ANY SHARES
OF STOCK ISSUABLE UPON CONVERSION OF THIS DEBENTURE MAY BE SOLD, OFFERED FOR
SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN
EFFECT WITH RESPECT TO THIS DEBENTURE OR SHARES OF STOCK ISSUABLE UPON
CONVERSION OF THIS DEBENTURE UNDER SUCH ACT UNLESS SUCH REGISTRATION IS NOT
REQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM UNDER THE ACT.

    


    COMPLIANCE
SYSTEMS CORPORATION

    AMENDED
AND RESTATED

    SECURED
CONVERTIBLE DEBENTURE

    


    
      
        	
                $1,765,000.00

              	
                February
      9, 2010

              


      

    

    


    FOR VALUE
RECEIVED, the undersigned Compliance Systems
Corporation, a Nevada corporation (referred to herein as “Borrower”
or the “Company”),
promises to pay to the order of Agile Opportunity Fund, LLC,
its successors or assigns (the “Lender”),
the principal sum of One Million Seven Hundred Sixty Five Thousand Dollars
($1,765,000.00) or such lesser principal amount as is then outstanding on
February 1, 2011 (the “Maturity
Date”), and interest thereon at a rate equal to twenty percent (20%) per
annum (the “Interest
Rate”).  Interest shall be payable on the first day of each
calendar month prior to the Maturity Date with the first interest payment to be
made on March 1, 2010.  Borrower shall pay the principal balance then
outstanding under this Secured Convertible Debenture (this “Debenture”)
plus accrued but unpaid interest in full on the Maturity Date along with payment
of any other amounts due hereunder or under the other Loan Documents (as defined
below).  The Borrower acknowledges that in addition to the interest
due hereunder, Lender shall be entitled to an additional payment, on the
Maturity Date or whenever the principal of this Debenture is paid (including in
connection with any earlier redemption), such that Lender’s annualized rate of
return on such principal payment shall be equal to thirty (30%)
percent.  Notwithstanding any other provision hereof, interest paid or
becoming due hereunder and any other payments hereunder which may constitute
interest shall in no event exceed the maximum rate permitted by applicable
law.

    


    Interest
and any other amounts due hereunder are payable in lawful money of the United
States of America to the Lender at the address set forth in that certain Amended
and Restated Securities Purchase Agreement executed by the Borrower, Lender and
the other parties thereto dated as of February 5, 2010 (the “Securities
Purchase Agreement”) and pursuant to which this Debenture is
issued.  The terms and conditions of the Securities Purchase Agreement
and the other Loan Documents (as defined therein) are incorporated by reference
herein and made a part hereof.  All capitalized terms not otherwise
defined herein shall have the respective meanings as set forth in the Securities
Purchase Agreement.


    
      
         


      

      
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    Section
1.  Conversion.

    


    (a)           At
any time from the original issue date hereof through the date that this
Debenture is paid in full, Lender shall have the right, in its sole discretion,
to convert the principal balance of this Debenture then outstanding plus accrued
but unpaid interest, in whole or in part, into shares (each, a “Conversion
Share”) of CSC Common Stock at a conversion price per Conversion Share
equal to the closing trading/sale price of the Common Stock on the Principal
Trading Market on the Conversion Date (as defined in Section 1(b) below), but in
no event less than $0.001 per share (the “Conversion
Price”).

    


    (b)           Lender
may convert this Debenture at the then applicable Conversion Price by the
surrender of this Debenture (properly endorsed) to the Company at the principal
office of the Borrower, together with the form of Notice of Conversion attached
hereto as Annex A (a
“Notice of
Conversion”) duly completed, dated and executed, specifying therein the
principal amount of Debenture and/or outstanding interest to be
converted.  The “Conversion Date” shall be the date that such Notice
of Conversion and this Debenture is duly provided to Borrower hereunder (or, at
Lender's option, the next interest payment date with respect to Lender's
conversion of any scheduled interest payment).

    


    (c)           On
the date of receipt by the Company of the duly completed, dated and executed
Notice of Conversion and this Debenture in accordance with Section 1(b) with
respect to a conversion of any portion of this Debenture, the Lender (and any
person(s) receiving Conversion Shares in lieu of the Lender) shall be deemed to
have become the holder of record for all purposes of the Conversion Shares to
which such valid conversion relates.

    


    (d)           As
soon as practicable, but not in excess of five business days, after the valid
conversion of any portion of this Debenture, the Company, at the Company’s
expense (including the payment by Company of any applicable issuance and similar
taxes), will cause to be issued in the name of and delivered to the Lender
(and/or such other person(s) identified in the Notice of Conversion with respect
to such conversion), certificates evidencing the number of duly authorized,
validly issued, fully paid and non-assessable Conversion Shares to which the
Lender (and/or such other person(s) identified in such Notice of Conversion)
shall be entitled to receive upon the conversion, such certificates to be in
such reasonable denominations as Lender may request when delivering the Notice
of Conversion.  In the event the closing trading/sale price of the CSC
Common Stock on the Principal Trading Market on the date the certificate(s)
representing such Conversion Shares are actually delivered to the Investor (the
"Delivery
Date") is less than the Conversion Price in effect as of the applicable
Conversion Date, then the Company shall issue to the Investor such number of
additional of shares of CSC Common Stock (the "Guaranty
Shares") equal to the difference between the number of Conversion Shares
actually delivered to the Investor and the number of Conversion Shares which
would have been delivered to the Investor had the Conversion Price been equal to
the closing trading/sale price of the CSC Common Stock on the Principal Trading
Market on the Delivery Date (or $0.001 in the event said closing price is less
than $0.001).


    
      
         


      

      
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    (e)           If
less than the entire principal and accrued interest under this Debenture is
being converted, the Company shall execute and deliver to the Lender a new
Debenture (dated as of the date hereof) evidencing the principal balance of this
Debenture that has not been so converted.

    


    (f)           Upon
any conversion hereunder, the Investor shall be deemed to have converted that
portion of this Debenture into shares of CSC Common Stock that were convertible
first under the 2008 CSC Amended Debentures, then under the September 2009 CSC
Debenture, then under the November 2009 CSC Debenture, then under the November
2007 ExecuServe Note, then under the June 2008 ExecuServe Note and then under
that portion of this Debenture which represents Additional Funds, with the
Guaranty Shares, if any, deemed the last shares issued upon conversion of the
entire amount hereunder.

     

              
 Section 2.  Intentionally
Omitted.

    


              
 Section 3.  Redemption.  (a)  The
Borrower at its option shall have the right, upon 15 business days’ advance
written notice, to redeem a portion or all amounts outstanding under this
Debenture prior to the Maturity Date.

    


    (b)           Notwithstanding
the foregoing in the event that the Borrower has elected to repay any
outstanding principal amount and accrued interest under this Debenture the
Lender shall still be entitled to effectuate conversions as contemplated
hereunder through the date of redemption.

    


             
  Section 4.  Transferability.  Neither
this Debenture nor any shares of stock issuable upon conversion of this
Debenture have been registered under the Securities Act of 1933, as amended (the
“Act”),
or under the securities laws of any state. Neither this Debenture nor any shares
of stock issuable upon conversion of this Debenture may be sold, offered for
sale, pledged or hypothecated in the absence of a registration statement in
effect with respect to this Debenture or shares issuable upon conversion of this
Debenture under such Act unless such registration is not required pursuant to a
valid exemption therefrom under the Act.  Provided the foregoing
requirements are satisfied, this Debenture and any of the rights granted
hereunder are freely transferable by the Lender in its sole
discretion.


    
      
         


      

      
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Section 5.  Reservation of
Stock.  The Borrower covenants that it will at all times
reserve and keep available out of its authorized and unissued shares of Common
Stock solely for the purpose of issuance upon conversion of this Debenture as
herein provided, free from preemptive rights or any other actual contingent
purchase rights of persons other than the Lender, not less than such number of
shares of the Common Stock as shall be issuable upon the conversion of the
outstanding principal of this Debenture and accrued and unpaid interest
thereon.  If at any time, the Company does not have available an
amount of authorized but unissued Common Stock or Common Stock held in treasury
necessary to satisfy any conversion of all amounts outstanding under this
Debenture, the Company shall call and hold a special meeting of its stockholders
within 30 days of the occurrence of any shortfall in authorized shares for the
purpose of approving an increase in the number of shares of authorized Common
Stock to an amount sufficient to enable conversion all amounts outstanding under
this Debenture, subject in all respects to compliance with the requirements of
Section 14 of the Securities Exchange Act of 1934 to which the Borrower is
subject.  The Board of Directors of the Company shall recommend that
stockholders vote in favor of increasing the number of authorized shares of
Common Stock at any such meeting.  Each Member of the Board of
Directors of the Company shall also vote all of such Director’s voting
securities of the Company in favor of such increase in authorized
shares.  The Borrower covenants that all shares of Common Stock that
may be issuable upon conversion of this Debenture shall, upon issue, be duly and
validly authorized, issued and fully paid and nonassessable.  No
consent of any other party and no consent, license, approval or authorization
of, or registration or declaration with, any governmental authority, bureau or
agency is required in connection with the execution, delivery or performance by
the Borrower, or the validity or enforceability of this Debenture other than
such as have been met or obtained. The execution, delivery and performance of
this Debenture and all other agreements and instruments executed and delivered
or to be executed and delivered pursuant hereto or thereto or the securities
issuable upon conversion of this will not violate any provision of any existing
law or regulation or any order or decree of any court, regulatory body or
administrative agency or the certificate of incorporation or by-laws of the
Borrower or any mortgage, indenture, contract or other agreement to which the
Borrower is a party or by which the Borrower or any property or assets of the
Borrower may be bound.

    


              
 Section 6.  No Fractional
Shares.  Upon a conversion hereunder the Borrower shall not be
required to issue stock certificates representing fractions of shares of Common
Stock, and in lieu of any fractional shares which would otherwise be issuable,
the Borrower shall issue the next highest whole number of shares of Common
Stock, as the case may be.

    


    Section
7.  Event of
Default.  (a) In the event that any one of the following events
shall occur (whatever the reason and whether it shall be voluntary or
involuntary or effected by operation of law or pursuant to any judgment, decree
or order of any court, or any order, rule or regulation of any administrative or
governmental body):

    


    (i)          
 Any default in the payment of the principal of, interest on or other
charges in respect of this Debenture, as and when the same shall become due and
payable (whether on a Conversion Date or the Maturity Date or by acceleration or
otherwise);

    


    (ii)           The
Borrower or any subsidiary of Borrower as listed on Schedule 2.7 of the
Securities Purchase Agreement (each, a “Subsidiary”)
shall fail to observe or perform any other material covenant, agreement or
warranty contained in, or otherwise commit any breach or default of any
provision of this Debenture or any Loan Document to which it is a
party;

    


    (iii)          The
Borrower or any Subsidiary, shall commence, or there shall be commenced against
the Borrower or any Subsidiary any applicable bankruptcy or insolvency laws as
now or hereafter in effect or any successor thereto, or the Borrower or any
Subsidiary commences any other proceeding under any reorganization, arrangement,
adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or
similar law of any jurisdiction whether now or hereafter in effect relating to
the Borrower or Subsidiary or there is commenced against the Borrower or
Subsidiary any such bankruptcy, insolvency or other proceeding which remains
undismissed for a period of 60 days; or the Borrower or Subsidiary is
adjudicated insolvent or bankrupt; or any order of relief or other order
approving any such case or proceeding is entered; or the Borrower or Subsidiary
suffers any appointment of any custodian, private or court appointed receiver or
the like for it or any substantial part of its property which continues
undischarged or unstayed for a period of 60 days; or the Borrower or Subsidiary
makes a general assignment for the benefit of creditors; or the Borrower or
Subsidiary shall fail to pay or shall state that it is unable to pay or shall be
liable to pay, its debts as they become due or by any act or failure to act
expressly indicate its consent to, approval of or acquiescence in any of the
foregoing; or any corporate or other action is taken by the Borrower or
Subsidiary for the purpose of effecting any of the foregoing;
or


    
      
         


      

      
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    (iv)          The
Borrower or any Subsidiary shall default (subject to all applicable cure
periods) in any of its secured obligations under any other debenture or any
mortgage, credit agreement or other facility, indenture agreement, factoring
agreement or other instrument under which there may be issued, or by which there
may be secured or evidenced any indebtedness for borrowed money or money due
under any leasing or factoring arrangement of the Borrower, whether such
indebtedness now exists or shall hereafter be created and such default shall
result in such indebtedness becoming or being declared due and payable prior to
the date on which it would otherwise become due and payable,

    


    then, in
any such event, a default by Borrower shall be deemed to occur under this
Debenture, which, unless such default is cured (in the case of clause (i) or
(ii) of this paragraph (a) only) by Borrower within five business days from
delivery of notice (an “Event of Default Notice”) to Borrower of such default,
shall be deemed, for the purposes of this Debenture, to be an “Event of
Default.”

    


    (b)           Following
an Event of Default, the Interest Rate shall increase to 24.99% per annum (but
not exceeding the maximum rate permitted by law) immediately following such
Event of Default. During
the time that any portion of this Debenture is outstanding, if (i) any Event of
Default has occurred and has not been cured by the Borrower, the full principal
amount of this Debenture, together with interest and other amounts owing in
respect thereof, to the date of acceleration shall become at the Lender's
election, immediately due and payable.  Except as otherwise provided
herein, the Lender need not provide and the Borrower hereby waives any
presentment, demand, protest or other notice of any kind, and the Lender may
immediately and without expiration of any grace period enforce any and all of
its rights and remedies hereunder and all other remedies available to it under
applicable law.

    


               
Section 8.  Registration
Rights.  The Lender is entitled to certain registration rights
with respect to the Common Stock issuable upon conversion of this Debenture as
set forth in the Securities Purchase Agreement.

     

    Section
9.  Notices.  Any
and all notices, requests, documents or other communications or deliveries
required or permitted to be given or delivered hereunder shall be delivered in
accordance with the notice provisions of the Securities Purchase
Agreement.  Notwithstanding anything to the contrary contained in the
immediately preceding sentence, an Event of Default Notice may be given by
Lender to Borrower via email addressed to: barry@callcompliance.com and shall be
deemed given, if prior to 4:00 p.m. New York City time on a business day or at
any time on a nonbusiness day, on the immediately following business
day.


    
      
         


      

      
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    Section
10.  Governing
Law.  This Debenture and the provisions hereof are to be
construed according to and are governed by the laws of the State of New York,
without regard to principles of conflicts of laws thereof.  Borrower
agrees that the New York State Supreme Court located in the County of Nassau,
State of New York shall have exclusive jurisdiction in connection with any
dispute concerning or arising out of this Debenture, the Loan Documents, or
otherwise relating to the parties relationship.  In any action,
lawsuit or proceeding brought to enforce or interpret the provisions of this
Debenture, the Loan Documents and/or arising out of or relating to any dispute
between the parties, the Lender shall be entitled to recover all of his or its
costs and expenses relating to such issue (including without limitation,
reasonable attorney’s fees and disbursements) in addition to any other relief to
which the Lender may be entitled.

    


    Section
11.  Successors and
Assigns.  Subject to applicable securities laws, this Debenture
and the rights and obligations evidenced hereby shall inure to the benefit of
and be binding upon the successors of the Company and the successors and assigns
of Lender.

     

    Section
12.  Entire
Agreement; Amendment.  This
Debenture amends and restates each of the Existing CSC Debentures and the
Existing ExecuServe Notes in their entirety.  This Debenture may be
modified or amended or the provisions hereof waived only with the written
consent of the Lender and the Company.

     

    Section
13.  Severability.  Wherever
possible, each provision of this Debenture shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of this
Debenture shall be prohibited by or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provisions or the remaining provisions of
this Debenture.

     

    IN
WITNESS WHEREOF, the Borrower has caused this Debenture to be duly executed by a
duly authorized officer as of the date first above indicated.

    


    
      
        
          
            
              
                
                  	
                          COMPLIANCE SYSTEMS CORPORATION

                        
	 
      	 
      
	
                          By:

                        	
                          /s/
      Dean Garfinkel

                        
	Name:  Dean Garfinkel
	Title:  President


                

              

            

          

        

      

    

     

    
      
         


      

      
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    ANNEX
A

    


    NOTICE OF
CONVERSION

    To Be
Executed by the Lender

    in Order
to Convert Debenture

    


               The
undersigned Lender hereby elects to convert $__________ principal and $_____
interest currently outstanding and owed under the Secured Convertible Debenture
issued to Agile Opportunity
Fund, LLC at a Conversion Price of $___ (the “Debenture”)
and to purchase ___________ shares of Common Stock of Compliance Systems Corporation
issuable upon conversion of such Debenture, and requests that certificates for
such securities shall be issued in the name of:

     

    ___________________________________________________________

    (please
print or type name and address)

    


    ___________________________________________________________

    (please
insert social security or other identifying number)

    


    and be
delivered as follows:

    


    ___________________________________________________________

    please
print or type name and address)

    


    ___________________________________________________________

    (please
insert social security or other identifying number)

    


    Lender
Name: _______________________________________________

    


    By:________________________________________________________

          Name:

          Title:

    


    Conversion
Date:___________________________________________


    
      
         


      

      
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