SECOND
OMNIBUS AMENDMENT

    AND

    SECURITIES
PURCHASE AGREEMENT

    


               This
SECOND OMNIBUS AMENDMENT AND SECURITIES PURCHASE AGREEMENT, dated as of November
23, 2009 (this "Amendment"),
is entered into by and among (i) Compliance Systems
Corporation, a Nevada corporation (the “Company”
or the “Debtor”),
(ii) Spirits Management
Inc. (“Spirits”),
(iii) Barry Brookstein,
a natural person (“Brookstein”),
(iv) Dean Garfinkel, a
natural person (“Garfinkel”),
and (v) Agile Opportunity Fund,
LLC, a Delaware limited liability company, ("Agile"
or the “Investor”
or the “Secured
Party”).  Capitalized terms used but not otherwise defined
herein shall have the meanings set forth in the Original Securities Purchase
Agreement (as defined below).

    


    WITNESSETH:

    


    WHEREAS, the Company and the
Investor entered into a Securities Purchase Agreement, dated as May 6, 2008 (the
“Original
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 (the “May 2006
Debentures”) and received from the Company an aggregate of 5,000,000
shares of the common stock, par value $.001 (the “Common
Stock”), of the Company (the “May 2006
Incentive Shares”); and

    


    WHEREAS, in connection with
the Original Securities Purchase Agreement, the Company executed a Security
Agreement in favor of Agile (the “Company
Security Agreement”) granting Agile a first priority security interest in
the Collateral (as defined therein) to secure the Obligations (as defined
therein); and

    


    WHEREAS, in connection with
the Original 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 Original
Debentures (collectively, the “Guaranty
Agreements”) and (ii) Spirits, Brookstein and Garfinkel executed a Stock
Pledge Agreement, dated May 6, 2008 (the “Pledge
Agreement”), securing their obligations under the Guaranty Agreements by
a pledge of shares of preferred stock of the Company owned by them as set forth
on Schedule I to the 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 May 2006 Debentures were amended and restated (the May 2006
Debentures as so amended and restated, the “May 2006
Amended Debentures”); and

    


    WHEREAS, the parties hereto
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 (the “September
2009 Debenture” and together with the May 2006 Amended Debentures, the
“Original
Debentures”) and received from the Company 2,000,000 shares of Common
Stock (the “September
2009 Incentive Shares”) and together with the May 2006 Incentive Shares,
the “Original
Incentive Shares”) and the terms of the Company Security Agreement,
Pledge Agreement and Guaranty Agreements were amended to include the September
2009 Debenture; and


    
      
         


      

      
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    WHEREAS, the Original
Securities Purchase Agreement, the First Omnibus Amendment, the Amendment
Agreement, Company Security Agreement, the Guaranty Agreements, the Pledge
Agreement and the Original Debentures are collectively referred to herein as the
“Existing
Transaction Documents”; and

    


    WHEREAS, the Company desires
to sell to the Investor, and the Investor desires to purchase from the Company,
an additional Convertible Secured Debenture and make certain amendments to the
Existing Transaction Documents as 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.           Issuance
of New Debenture: Extension of May 2006 Amended Debentures.

     

    (a)           Subject
to the terms and conditions of this Amendment and in reliance on the
representations and warranties set forth or referred to herein, at the Closing
(as hereinafter defined), the Company shall sell to Agile and Agile shall
purchase from the Company a Secured Convertible Debenture in the original
principal amount of $80,000.00 (the “New
Debenture Purchase Price”), such Secured Convertible Debenture to be in
the form attached hereto as Exhibit A
(the “New
Debenture”; and, collectively with the Original Debentures, the "Debentures")
with a maturity date of six months from its date of issue (the “Maturity
Date”).  The New Debenture, including accrued but unpaid
interest thereon, will be convertible into shares of Common Stock at an initial
conversion price of $0.05 per share, subject to adjustment as provided therein,
at the option of the holder(s) of the New Debenture (the “New
Common Stock Debenture Shares”).

    


    (b)           Each
of the May 2006 Amended Debentures is hereby amended by amending and extending
the Maturity Date set forth therein until February 22, 2010.

    


    (c)           As
an additional incentive for the Investor to purchase the New Debenture and as
additional consideration for the Investor's agreement to extend the maturity
date of the May 2006 Amended Debentures, the Company agrees to issue to the
Investor at the Closing Two Million Six Hundred Thousand (2,600,000) shares of
Common Stock (the “New
Incentive Shares”; together with the New Common Stock Debenture Shares,
the “New
Registrable Shares”).  The New Debenture and the New Incentive
Shares are collectively referred to herein as the “New
Securities”.

    


    (c)           The
closing of the purchase, sale and issuance of the New Securities shall take
place at the offices of Westerman Ball Ederer Miller & Sharfstein, LLP
(“WBEMS”),
170 Old Country Road, Fourth Floor, Mineola, New York 11501, or at such other
location as agreed to between the parties, simultaneous with the execution
hereof (the "Closing").  At
the Closing:


    
      
         


      

      
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    (i) the
Company shall deliver to the Investor the duly executed New Debenture and one or
more stock certificates evidencing the number of New Incentive Shares registered
in the name of Investor to be delivered pursuant to Section 1(b) hereof against
delivery by the Investor to the Company of the New Debenture Purchase Price
therefor 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) (the “Company
Bank Account”) or by such other method agreed to in writing by the
Investor and the Company; and

    


    (ii) 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 $1,500.00 and (y) $4,000.00 payable to Agile Investments, LLC for
due diligence costs, structuring work and ongoing debt monitoring
fees.

    


    (d)           The
parties agree that the net proceeds from the sale of the New Debenture shall be
used to pay interest on the Original Debentures through November 30, 2009 in the
amount of $33,541.67 and the remainder shall be used for working capital
purposes, including those related to the accounting and legal fees associated
with the Company’s proposed merger transaction with Execuserve
Corporation.

     

    2.           Amendments
to Existing Transaction Documents.

     

    (a)           Each
of the Company Security Agreement, the Guaranty Agreements and the Pledge
Agreement is hereby amended by (i) amending the definition of the term
“Obligations” contained in the Company Security Agreement and the Guaranty
Agreement and the term “Debenture Obligations” contained in the Pledge Agreement
to include collectively all obligations of the Debtor to the Secured Party under
all of the Debentures, whether for principal, interest, costs, fees or otherwise
(collectively, the “Obligations”).  The
Company Security Agreement is further amended by amending Section 20 thereof
(Termination) to include and extend to all of the
Debentures.  Consequently, and upon the taking of all actions to be
taken at the Closing pursuant to Section 1(c) hereof, repayment of each of the
Original Debentures and of the New Debenture and the performance by the Company
of all its obligations thereunder shall be secured by a first priority lien
(except as set forth in the Company Security Agreement) and security interest in
the Collateral pursuant to the Company Security Agreement on a pari passu
basis.

    


    (b)           The
Existing Transaction Documents are hereby further amended: (i) to include the
obligations of the Company under this Amendment as obligations of the Company
for all purposes under the Existing Transaction Documents and (ii) as further
necessary to conform them to any potentially conflicting provisions contained in
this Amendment, the provisions of this Amendment prevailing in any such
conflict.


    
      
         


      

      
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    3.           Representations
and Warranties of the Company.  Except as set forth on Schedule
3 to this Amendment, the Company hereby represents and warrants to the Investor
that the representations and warranties made by the Company to Agile in the
Existing Transaction Documents are true and correct as of the date hereof as if
made on and as of the date hereof and with respect to this Amendment and the New
Securities, except that representations with respect to the capitalization of
the Company are subject to the issuance of securities pursuant to the Existing
Transaction Documents, this Amendment and the New Debenture.

     

    4.           Representations
and Warranties of the Investor.  The Investor hereby represents
and warrants to the Company that the representations and warranties made by the
Investor to the Company in the Original Securities Purchase Agreement are true
and correct as of the date hereof as if made on and as of the date hereof and
with respect to this Amendment and the New Securities.

    
 

    5.           Existing
Transaction Documents in Effect.  Except as specifically
amended hereby, all of the terms and provisions of the Existing Transaction
Documents are and shall remain and continue in full force and
effect.

    


    6.           Miscellaneous

    


    6.1           Registration
Rights.  The New
Registrable Shares shall be entitled to the registration rights provided for
under Section 5.1 of the Original Securities Purchase Agreement

     

    6.2           Successors
and Assigns.  The terms and
conditions of this Amendment shall inure to the benefit of and be binding upon
the respective successors and permitted assigns of the
parties.  Nothing in this Amendment, 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 Amendment, except as may be expressly provided
herein.

    


    6.3           Governing
Law.  This Amendment
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.

     

    6.4           Counterparts.  This Amendment
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.

     

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

     

    6.6           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.


    
      
         


      

      
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    6.7           Notices.  Any notice
required or permitted by this Amendment 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, 170 Old Country Road, Suite 400, Mineola, New York 11501,
Attn: Alan Ederer, Esq., and if to the Company, 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.

     

    6.8           Entire
Agreement.  This Amendment,
together with the Existing Transaction Documents as modified hereby and the New
Debenture, 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 Amendment 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]


    
      
         


      

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

    


    
      
        	
                COMPLIANCE
      SYTSTEMS CORPORATION

              
	 
      	 
      
	
                By:

              	
                /s/ Dean Garfinkel

              
	 
      	
                Name:    Dean
      Garfinkel

              
	 
      	
                Title:      President

              
	 
      	
                Address:    90
      Pratt Oval

              
	 
      	
                Glen
      Cove, New York 11542

              
	 
      	 
      
	
                /s/ Barry Brookstein

              
	
                Barry
      Brookstein

              
	
                Address:    90
      Pratt Oval

              
	
                Glen
      Cove, New York 11542

              
	 
      	 
      
	
                /s/ Dean Garfinkel

              
	
                Dean
      Garfinkel

              
	
                Address:    90
      Pratt Oval

              
	
                Glen
      Cove, New York 11542

              
	 
      	 
      
	
                SPIRITS
      MANAGEMENT INC.

              
	 
      	 
      
	
                By:

              	
                /s/ Barry Brookstein

              
	 
      	
                Name:    Barry
      Brookstein

              
	 
      	
                Address:    780
      New York Avenue – Suite A

              
	 
      	
                 Huntington,
      New York 11743

              
	 
      	 
      
	
                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,
      NY 11747

              


      

    


    
      
         


      

      
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