Exhibit
      10.66


    AGREEMENT

     

    THIS
      AGREEMENT (“Agreement”)
      is
      made effective as of January 3, 2007, by and between COMPLIANCE SYSTEMS
      CORPORATION, a Nevada corporation (the “Company”
or
      “Compliance
      Systems”),
      and
      MONTGOMERY EQUITY PARTNERS, LTD., a Cayman Island exempted company
      (“Montgomery”).
      

     

    WHEREAS,
      the Company and Montgomery are each a party to that certain Investor
      Registration Rights Agreement, dated as of March 8, 2006 (the “Registration
      Rights Agreement”),
      entered into in connection with the Company’s issuance of a secured convertible
      debenture in the face amount of $1,000,000 to Montgomery dated March 8, 2006
      (the “Convertible
      Debenture”);
      and


     

    WHEREAS,
      under the Registration Rights Agreement, the Company is obligated to use its
      best efforts to have the Initial Registration Statement, as such term is defined
      thereunder, declared effective within one hundred and twenty (120) days from
      the
      date of filing with the U.S. Securities Exchange Commission (the “Scheduled
      Effective Deadline”);
      and


     

    WHEREAS,
      the Company failed to have the Registration Statement declared effective by
      the
      Scheduled Effective Deadline, and such failure constitutes an Event of Default,
      as defined under the Convertible Debenture; and

     

    WHEREAS,
      under the Registration Rights Agreement failure to obtain the effectiveness
      of
      the Registration Statement by the Scheduled Effective Deadline will result
      in
      the imposition of liquidated damages equal to two percent (2%) of the liquidated
      value of the Convertible Debenture for each thirty (30) day period after the
      Scheduled Effective Deadline.

     

    NOW,
      THEREFORE, for and in consideration of the mutual and reciprocal covenants
      and
      agreements hereinafter contained and other good and valuable consideration,
      the
      receipt and sufficiency of which is hereby acknowledged, the parties hereto,
      intending to be legally bound, hereby agree as follows:

     

    1. The
      recitals set forth above are true and are hereby incorporated by this
      reference.

     

    2. Each
      of
      the parties hereto hereby acknowledges and agrees to the following: (i) that
      the
      Company is obligated to pay to Montgomery liquidated damages that have accrued
      and may continue to accrue in accordance with the Registration Rights Agreement
      up to the date the Registration Statement is declared effective and (ii) in
      consideration of the foregoing, Montgomery waives the Event of Default solely
      related to the Company’s failure to have the Registration Statement declared
      effective by the Scheduled Effective Deadline, provided that the Registration
      Statement is declared effective by February 14, 2007.

     

    3. This
      Agreement may be executed in one or more counterparts, and by the different
      parties hereto in separate counterparts, each of which when executed shall
      be
      deemed to be an original but all of which taken together shall constitute one
      and the same instrument.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto, through their duly authorized representatives, have executed
      this Agreement as of the day and year first written above.

    
      	 	 	 	 	 	 
	COMPLIANCE SYSTEMS
              CORPORATION,
              a
              Nevada corporation	 	 	
              MONTGOMERY EQUITY PARTNERS, LTD.,
                a Cayman Island exempted company

               

            
	 	 	 	 	 	 
	By:	/s/
              Dean
              Garfinkel	 	 	By:	/s/
              Mark
              Angelo 
	 	
              

              Printed
                Name: Dean
                Garfinkel

              Title:
                President

              Date:
                January 3, 2007

            	 	 	 	
              

              Printed
                Name: Mark
                Angelo

              Title: Director

              Date:
                January 3, 2007

            
	 	
            	 	 	 	
            


    

     

    
      
        
        

      

      
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