Exhibit
      10.2

     

    August
      7,
      2007


    


    Compliance
      Systems Corporation 

    90
      Pratt
      Oval

    Glen
      Cove, New York 11542

    Attention:
      Dean Garfinkel


     

    Dear
      Mr.
      Garfinkel:

     

    Please
      accept this correspondence as our written consent under the Section 4(l) of
      the
      Securities Purchase Agreement dated March 8, 2006 by and between Compliance
      Systems Corporation (the “Company”)
      and
      Montgomery Equity Partners, Ltd. (“Montgomery”)
      (the
“March
      2006 Securities Purchase Agreement”)
      and
      Section 4(k) of the Securities Purchase Agreement dated March 16, 2007 by and
      between the Company and YA Global Investments, L.P. f/k/a Cornell Capital
      Partners, LP (“YA
      Global”)
      (the
“March
      2007 Securities Purchase Agreement”)
      for:

     

    the
      issuance of not more than ten million (10,000,000) shares of the Company’s blank
      check preferred stock, par value $0.001 per share (the “Company
      Preferred Stock”)
      as
      payment of up to $2,500,000 of the outstanding debt outlined in Schedule
      A
      attached
      hereto provided that: (i) such issuance occurs prior to November 1, 2007; (ii)
      that the issuance of the Company common stock, par value $0.001 per share (the
      “Company
      Common Stock”)
      upon
      conversion of the Company Preferred Stock occurs at the same time, on a pro-rata
      basis, as Montgomery and YA Global converting amounts owed under outstanding
      convertible debentures previously issued to Montgomery and YA Global, with
      a
      conversion price per share equal to the volume weighted average conversion
      price
      per share of the Montgomery and YA Global conversions of such outstanding
      convertible debentures (the “Conversion Price”); (iii) the shares of Company
      Common Stock issuable upon conversion of the Company Preferred Stock would
      be
      restricted and granted registration rights only after YA Global and Montgomery
      convert all amounts outstanding under their prior outstanding convertible
      debentures; and (iv) the Company obtains lock-up agreements from each of the
      debt holders, their assignees or subsequent purchasers of the Company Preferred
      Stock that are converting its portion of the $2,500,000 of outstanding debt
      into
      Company Preferred Stock, containing provisions that such investor shall not
      sell
      any of the Company Common Stock received upon conversion of the Company
      Preferred Stock issued pursuant to this Paragraph 1(a) for a period of time
      equal to the sooner of (1) eighteen (18) months from the date of the conversion
      of the Company Preferred Stock or (2) the date YA Global and Montgomery have
      converted all amounts outstanding under their prior outstanding convertible
      debentures; 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    the
      issuance and sale of up to $1,000,000 of Company Preferred Stock provided that:
      (i) such issuance and sale occurs prior to November 1, 2007; (ii) the issuance
      of the Company Common Stock occurs subsequent to YA Global and Montgomery
      converting all amounts outstanding under their respective previously issued
      outstanding convertible debentures; (iii) the Company Preferred Stock issued
      pursuant to this paragraph 1(b) converts into Company Common Stock at the
      Conversion Price; (iv) that the shares of Company Common Stock issuable upon
      conversion of the Company Preferred Stock would be restricted and granted
      registration rights only after YA Global and Montgomery convert all amounts
      outstanding under their previously issued outstanding convertible debentures;
      (v) any proceeds raised above and beyond $1,000,000 pursuant to this Paragraph
      1(b) will be paid to YA Global and/or Montgomery directly from the gross
      proceeds of the financing in order to repay such amounts of outstanding
      principal and interest under the YA Global and Montgomery convertible debentures
      issued pursuant to the March 2006 Securities Purchase Agreement and the March
      2007 Securities Purchase Agreement; and (vi) the Company obtains lock-up
      agreements from each of the new investors that are purchasing a portion of
      the
      $1,000,000 of Company Preferred Stock referenced above, containing provisions
      that such investor their assignees or subsequent purchasers of the Company
      Preferred Stock shall not sell any of the Company Common Stock received upon
      conversion of the Company Preferred Stock issued pursuant to this Paragraph
      1(b)
      for a period of time equal to the sooner of (1) eighteen (18) months from the
      date of the conversion of the Company Preferred Stock or (2) the date YA Global
      and Montgomery have converted all amounts outstanding under their prior
      outstanding convertible debentures.

     

    Please
      accept this correspondence as our written consent under the Section 4(l) of
      the
      March 2006 Securities Purchase Agreement and Section 4(k) of the March 2007
      Securities Purchase Agreement for the issuance of no more than 10,000,000 shares
      of the Company’s Common Stock under the Company’s Stock Incentive Plan provided
      that such Stock Incentive Plan is adopted by the Company’s Board of Directors
      prior to August 31, 2007 and that such issuance of Company Common Stock,
      pursuant to the Company’s Stock Incentive Plan, is for consideration per share
      greater than the bid price of the Company’s Common Stock immediately prior to
      its issuance.

     

    Please
      accept this correspondence as YA GlobalCapital’s written notice, pursuant to
      Section 4 (m) of the March 2007 Securities Purchase Agreement, electing not
      to
      participate in the issuance of the Company Preferred Stock described herein.
      

     

    Please
      accept this correspondence as YA Global’s written consent to extend the maturity
      dates of: (i) that certain convertible debenture issued to Montgomery on March
      8, 2006 in the principal amount of $1,000,000 to March 7, 2009 (the
“First
      Debenture”),
      and
      (ii) that certain convertible debenture issued to YA Global on March 16, 2007
      in
      the principal amount of $150,000 to March 16, 2010 (the “Second
      Debenture”).
      The
      First Debenture and the Second Debenture are collectively referred to herein
      as
      the “Debentures”.
      YA
      Global hereby agrees to extend the maturity dates of the Debentures, as set
      forth in this Paragraph 4 in exchange for warrants issued to YA Global to
      purchase, on a cashless basis, three (3) million shares of the Company’s Common
      Stock at a price per share equal to $0.004.

     

    The
      Company shall no later than November 1, 2007 increase the authorized shares
      of
      the Company Common Stock from 500,000,000 to 2,000,000,000. The Company shall
      amend its Articles of Incorporation increasing the authorized Company Common
      Stock as set forth in this Paragraph 5 not later than November 1, 2007. The
      Company hereby acknowledges and agrees that these representations are a material
      inducement to YA Global and Montgomery entering into this
      Agreement.

     

    This
      written consent of YA Global and Montgomery shall be a one-time consent for
      the
      specific issuances described herein and shall not be deemed a consent to any
      future issuances nor a waiver of the “Restriction
      on the Issuance of Capital Stock”
      as
      outlined in Section 4 (l) of the March 2006 Securities Purchase Agreement and
      Section 4 (k) of the March 2007 Securities Purchase Agreement, respectively.
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Last
      this
      written rejection of YA Global’s right of first refusal shall be a one-time
      rejection of YA Global’s right to participate in the specific issuances
      described herein and shall not be deemed a waiver of the “Right
      of First Refusal”
      as
      outlined in Section 4(m) of the March 2007 Securities Purchase Agreement.


     

    
      	
              Acknowledged
                and Agreed

              this
                ___ day of August, 2007

            	
              Very
                truly yours,

            
	 	 
	 	 
	
              COMPLIANCE
                SYSTEMS CORPORATION

            	
              YA
                GLOBAL INVESTMENTS, L.P. F/K/A CORNELL CAPITAL PARTNERS,
                L.P.

            
	
               

               

               

              By:

              
                

              

              Name: Dean
                Garfinkel

              Title: Chief
                Executive Officer

            	
              By: Yorkville
                Advisors, LLC

              Its: Investment
                Manager

               

              By:

              
                

              

              Name: Mark
                Angelo

              Title:
                 President
                and Portfolio Manager

            
	 	 
	 	
              MONTGOMERY
                EQUITY PARTNERS, LP

            
	 	
              By: Yorkville
                Advisors, LLC

              Its: Investment
                Manager

               

              By: 

              
                

              

              Name: Mark
                Angelo

              Title:
                 President
                and Portfolio Manager