CONSULTING
        AGREEMENT

      


      


      THIS
        AGREEMENT
        is
        between COMPLIANCE
        SYSTEMS CORPORATION,
        a
        corporation organized under the laws of the State of Nevada, whose address
        is 90
        Pratt Oval, Glen Cove, NY 11542 (hereinafter referred to as the “Company”); and
        SUMMIT TRADING LIMITED, located at 120 Flagler Avenue, New Smyrna Beach,
        FL
        32169 (hereinafter referred to as the “Consultant”).

      


      WHEREAS,
        the Consultant is in the business of assisting public companies in strategic
        business planning and investor and public relations services designed to
        make
        the investing public knowledgeable about the Company by distributing full,
        fair,
        and accurate information about the Company; and

       

      WHEREAS,
        the Consultant may, during the period of time covered by this Agreement,
        present
        to the Company one or more plans of public and investor relations to utilize
        other business entities to achieve the Company’s goals of making the investing
        public knowledgeable about the Company by distributing full, fair and accurate
        information about the Company; and

       

      WHEREAS,
        the Company recognizes that the Consultant is not in the business of stock
        brokerage, investment advice or any other activities which require registration
        under either the Securities Act of 1933 (hereinafter “the Act”) or the
        Securities and Exchange Act of 1934 (hereinafter “the Exchange Act”),
        underwriting, banking, is not an insurance Company, nor does it offer services
        to the Company which may require regulation under federal or state securities
        laws and does not perform services or engage in acts which violate federal
        or
        state laws, including but not limited to federal or state securities or
        telecommunications laws (collectively the "Regulated Services");
        and

       

      WHEREAS,
        the parties agree, after having a complete understanding of the services
        desired
        and the services to be provided, that the Company desires to retain Consultant
        to provide such assistance through its services for the Company, and the
        Consultant is willing to provide such services to the Company;

       

      NOW,
        THEREFORE, in consideration of the mutual covenants and promises contained
        herein, the receipt and sufficiency of which is hereby acknowledged, the
        parties
        agree as follows:

       

      1. Duties
        and Involvement.

       

      The
        Company hereby engages Consultant to provide one or more plans, for coordination
        in executing the agreed-upon plan, and for using various business services
        as
        agreed by both parties. The plans may include, but not by way of limitation,
        the
        following services: consulting with the Company’s management concerning
        marketing surveys, availability to expand investor base, investor support,
        strategic business planning, broker relations, conducting due diligence
        meetings, attendance at conventions and trade shows, assistance in the
        preparation and dissemination of press releases and stockholder communications,
        review and assistance in updating a business plan, review and advise on the
        capital structure for the Company, assist in the development of an acquisition
        profile and structure, recommend financing alternatives and sources and consult
        on corporate finance and/or investment banking issues. The agreement is limited
        to the United States. In no event shall Consultant engage in any Regulated
        Services.

      
 

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      2. Relationship
        Among the Parties.

       

      Consultant
        acknowledges that it is not an officer, director or agent of the Company,
        it is
        not, and will not be, responsible for any management decisions on behalf
        of the
        Company, and may not commit the Company to any action. The Company represents
        that the Consultant does not have, through stock ownership or otherwise,
        the
        power neither to control the Company, nor to exercise any dominating influences
        over its management. Consultant understands and agrees that Consultant may
        be
        provided material, and non-public information and Consultant agrees not to
        trade
        any of the Company's securities while Consultant possesses or knows any of
        the
        material non-public information.

       

      Consultant
        understands and acknowledges that this Agreement shall not create or imply
        any
        agency relationship among the parties, and Consultant will not commit the
        Company in any manner, except when a commitment has been specifically authorized
        in writing by the Company. The Company and the Consultant agree that the
        relationship among the parties shall be that of independent
        contractor.

       

      3. Effective
        Date, Term and Termination.

       

      This
        Agreement shall be effective on December 1, 2008 and will continue until
        November 30, 2010 (the "Term"). This two-year Agreement can be modified only
        if
        mutually agreeable and in writing.

       

      4. Option
        to Renew and Extend.

       

      Company
        may renew this Agreement on the same terms by providing written notice to
        Consultant at any time prior to the expiration hereof.

       

      5. Compensation
        and Payment of Expenses.

       

      The
        Company agrees to pay Consultant the total sum one hundred forty thousand
        dollars ($140,000.00) payable in the form of Twenty-six Million Six Hundred
        Sixty-six Thousand Six Hundred Sixty-seven (26,666,667) shares of unregistered
        common stock of the Company valued at $.00525 per share, deliverable in four
        (4)
        equal installments as total and complete consideration for the services to
        be
        provided by the Consultant to the Company. The Company shall issue the stock
        upon execution of this Agreement and shall hold the Stock in escrow and deliver
        the stock to Consultant on each due date. The first installment is due and
        payable upon signing with an installment due and payable 90 days, 180 days
        and
        270 days from signing. The stock shall contain a Rule 144 restriction and
        shall
        be delivered to the Consultant upon the execution of this agreement with
        the
        time for delivery not to exceed ten days. Consultant agrees to make Chuck
        Arnold
        ("Arnold") personally available to the Company to perform the services. In
        the
        event Arnold dies during the Term or Arnold becomes Disabled (as defined
        herein)
        during the Term, the Company shall have the right to immediately terminate
        the
        Agreement, and upon termination Consultant agrees that any shares held by
        the
        Company in escrow shall be forfeited. For the purposes of this Agreement,
        Arnold
        shall be deemed "Disabled" in the event Arnold can not perform the services
        on
        behalf of the Consultant for sixty (60) consecutive days during the Term,
        or if
        Arnold is unable to perform the services on behalf of the Consultant for
        a total
        of ninety (90) days out of any three hundred sixty (360) day period during
        the
        Term.

      


      Company
        agrees to pay for all reasonable costs and expenses necessary for the employees
        working with Consultant and its representatives, including lodging, meals
        and
        travel as necessary. Company agrees to pay the costs of printing, due diligence
        shows, email, radio, television and other outside services that it approves
        in
        writing in conjunction with Consultant.

       

      
        
           

        

        
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      6. Investment
        Representation.

       

      i.  The
        Company represents and warrants that it has provided Consultant, with access
        to
        all information available to the Company concerning its condition, financial
        and
        otherwise, its management, its business and its prospects. The Company
        represents that it has provided Consultant with all copies of the Company’s
        filings for the prior twelve (12) months, if any, (the “Disclosure Documents”)
        made under the rules and regulations promulgated under the Act, as amended,
        or
        the Exchange Act, as amended. Consultant acknowledges that the acquisition
        of
        the securities to be issued to Consultant, involves a high degree of risk.
        Consultant represents that it and its advisors have been afforded the
        opportunity to discuss the Company with its management. The Company represents
        that it has and will continue to provide Consultant, with any information
        or
        documentation necessary to verify the accuracy of the information contained
        in
        the Disclosure Documents and will promptly notify Consultant upon the filing
        of
        any registration statement or other periodic reporting documents filed pursuant
        to the Act or the Exchange Act. This information will include DTC sheets
        which
        shall be provided to Consultant no less than every two (2) weeks. 

       

      ii. Consultant
        represents that neither it nor its officers, directors or employees including
        but not limited to Chuck Arnold is not the subject to any disciplinary action
        by
        either FINRA any stat securities regulatory body or the Securities and Exchange
        Commission by virtue of any violations of their rules and regulations and
        neither is its affiliates nor subcontractors subject to any such disciplinary
        action. Consultant understands that it is Consultant's sole responsibility
        to
        comply will all applicable federal and state securities laws in the performance
        of the services and in the event Consultant is accused of or engaging in
        Regulated Services or engages in Regulated Services, Consultant shall be
        solely
        responsible and shall indemnify the Company for all losses, including legal
        fees
        as a result of being accused or engaging in Regulated Services. Consultant
        shall
        be responsible for the actions of any sub-contractors or entities recommended
        by
        Consultant, including, but not limited to, Regulated Services or violations
        of
        any federal or state law. Consultant agrees it is Consultant's sole
        responsibility to obtain appropriate licenses in the event Consultant engages
        in
        Regulated Services.

       

      iii. If
        required by United States law or regulation, Consultant will take necessary
        steps to prepare and file any necessary forms to comply with the transfer
        of the
        shares of stock from Company to Consultant, including, if required, form
        13(d).

       

      
        
           

        

        
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      7. Issuance
        of and Registration of Securities and Liquidated
        Damages.

       

      Consultant
        understands and acknowledges that the shares of common stock are being acquired
        by Consultant for its own account, not on behalf of any other person, and
        are
        being acquired for investment purposes and not for distribution. Consultant
        represents that the common stock will be a suitable investment for Consultant
        taking into consideration the restrictions on transferability affecting the
        common stock.

       

      Company
        warrants to Consultant that it has complied with all corporate and legal
        requirements to issue said stock to Consultant, including, but not by way
        of
        limitations, directors’ approval of said issuance. 

       

      8. Services
        Not Exclusive.

       

      Consultant
        shall devote such of its time and effort necessary to the discharge of its
        duties hereunder. The Company acknowledges that Consultant is engaged in
        other
        business activities, and that it will continue such activities during the
        term
        of this Agreement. Consultant shall not be restricted from engaging in other
        business activities during the term of this Agreement.

       

      9. Confidentiality.

       

      Consultant
        acknowledges that it may have access to confidential information regarding
        the
        Company and its business. Consultant agrees that it will not, during or
        subsequent to the term of this Agreement, divulge, furnish or make accessible
        to
        any person (other than with the written permission of the Company) any knowledge
        or information or plans of the Company with respect to the Company or its
        business, including, but not by way of limitation, the products of the Company,
        whether in the concept or development stage, or being marketed by the Company
        on
        the effective date of this Agreement or during the term hereof.

       

      10. Covenant
        Not to Compete.

       

      During
        the term of this Agreement, Consultant warrants, represents and agrees that
        it
        will not directly participate in the information developed for and by the
        Company and will not compete directly with the Company in the Company’s primary
        industry or related fields.

       

      11. Indemnification.

       

      Company
        and Consultant agree to indemnify and hold harmless the other and its respective
        agents, officers, directors, subsidiaries, shareholders and employees against
        any losses, claims, damages or liabilities, joint or several, to which either
        party, or any such other person, may become subject, insofar as such losses,
        claims, damages or liabilities (or actions, suits or proceedings in respect
        thereof) arise out of a breach of this Agreement, a violation of federal
        or
        state law or are based upon any untrue statement or alleged untrue statement
        of
        any material fact contained in the registration statement, any preliminary
        prospectus, the prospectus, or any amendment or supplement thereto; or arise
        out
        of or are based upon the omission or alleged omission to state therein a
        material fact required to be stated therein, or necessary to make the statements
        therein not misleading; and the violating party shall reimburse the
        non-violating party, or any such other person, for any legal or other expenses
        reasonably incurred by the non-violating party, or any such other person,
        in
        connection with investigation or defending any such loss, claim, damage,
        liability, or action, suit or proceeding.

       

      
        
           

        

        
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      12. “Piggyback
        Registration”.

       

      If
        the
        Company proposes to register any equity securities under the Securities Act
        for
        sale to the public for cash, whether for its own account or for the account
        of
        other security holders, or both, on each such occasion the Company will give
        written notice to Consultant, no less than fifteen (15) business days prior
        to
        the anticipated filing date, of its intention to do so. Upon the written
        request
        of Consultant, received by the Company no later than the tenth (10th)
        business day after receipt by the Consultant of the notice sent by the Company,
        to register, on the terms and conditions as the securities otherwise being
        sold
        pursuant to such registration, any of its registrable securities (which request
        shall state the intended method of disposition thereof), the Company will
        cause
        the registerable securities as to which registration shall have been so
        requested to be included in the securities to be covered by the Registration
        Statement proposed to be filed by the Company, on the same terms and conditions
        as any similar securities included therein, all to the extent requisite to
        permit the sale or other disposition by the Consultant (in accordance with
        its
        written request) of such registerable securities so registered; provided,
        however, that
        the
        Company may, at any time prior to the effectiveness of any such Registration
        Statement, in its sole discretion and with the consent of the Consultant,
        abandon the proposed offering in which the Consultant had requested to
        participate. Notwithstanding the foregoing, Company shall have no obligation
        to
        register any shares that are eligible for resale under Rule 144.

      


      13. Miscellaneous
        Provisions

       

      Section
        a  {THIS
        SECTION HAS BEEN INTENTIONALLY LEFT BLANK}

       

      Section
        b  Presumption.
        This
        Agreement or any section thereof shall not be construed against any party
        due to
        the fact that said Agreement or any section thereof was drafted by said
        party.

       

      Section
        c  Computation
        of Time.
        In
        computing any period of time pursuant to this Agreement, the day of the act,
        event or default from which the designated period of time begins to run shall
        be
        included, unless it is a Saturday, Sunday or a legal holiday, in which event
        the
        period shall begin to run on the next day which is not a Saturday, Sunday
        or a
        legal holiday, in which event the period shall run until the end of the next
        day
        thereafter which is not a Saturday, Sunday or legal holiday.

       

      Section
        d  Titles
        and Captions.
        All
        article, section and paragraph titles or captions contained in this Agreement
        are for convenience only and shall not be deemed part of the context nor
        affect
        the interpretation of this Agreement.

       

      Section
        e  Pronouns
        and Plurals.
        All
        pronouns and any variations thereof shall be deemed to refer to the masculine,
        feminine, neuter, singular or plural as the identity of the Person or Persons
        may require.

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

       

      Section
        f  Further
        Action.
        The
        parties hereto shall execute and deliver all documents, provide all information
        and take or forbear from all such action as may be necessary or appropriate
        to
        achieve the purposes of this Agreement.

       

      Section
        g  Good
        Faith, Cooperation and Due Diligence.
        The
        parties hereto covenant, warrant and represent to each other good faith,
        complete cooperation, due diligence and honesty in fact in the performance
        of
        all obligations of the parties pursuant to this Agreement. All promises and
        covenants are mutual and dependent.

       

      Section
        h  Savings
        Clause.
        If any
        provision of this Agreement, or the application of such provision to any
        person
        or circumstance, shall be held invalid, the remainder of this Agreement,
        or the
        application of such provision to persons or circumstances other than those
        as to
        which it is held invalid, shall not be affected thereby.

       

      Section
        i  Assignment.
        This
        Agreement may not be assigned by either party hereto without the written
        consent
        of the other, but shall be binding upon the successors of the
        parties.

       

      Section
        j  Arbitration.

       

      i.
        Any
        controversy or claim arising out of or relating to this contract, or the
        breach
        thereof, shall be settled by arbitration administered by the American
        Arbitration Association in accordance with its Commercial Arbitration Rules
        including the Emergency Interim Relief Procedures, and judgment on the award
        rendered by a single arbitrator may be entered in any court having jurisdiction
        thereof.

       

      ii.
        Any
        provisional remedy, which would be available from a court of law, shall be
        available to the parties to this Agreement from the Arbitrator pending
        arbitration. 

       

      iii.
        The
        situs of the arbitration shall be Nassau County, New York.

       

      iv.
        In
        the
        event that a dispute results in arbitration, the parties agree that the
        prevailing party shall be entitled to reasonable attorney’s fees to be fixed by
        the arbitrator.

       

      Section
        k  Notices.
        All
        notices required or permitted to be given under this Agreement shall be given
        in
        writing and shall be delivered, either personally or by express delivery
        service, to the party to be notified. Notice to each party shall be deemed
        to
        have been duly given upon delivery, personally or by courier (such as Federal
        Express or similar express delivery service), addressed to the attention
        of the
        officer at the address set forth heretofore, or to such other officer or
        addresses as either party may designate, upon at least ten (10) days’ written
        notice, to the other party.

       

      Section
        l  Governing
        law.
        The
        Agreement shall be construed by and enforced in accordance with the laws
        of the
        State of New York.

       

      Section
        m  Entire
        agreement.
        This
        Agreement contains the entire understanding and agreement among the parties.
        There are no other agreements, conditions or representations, oral or written,
        express or implied, with regard thereto. This Agreement may be amended only
        in
        writing signed by all parties.

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

       

      Section
        n  Waiver.
        A delay
        or failure by any party to exercise a right under this Agreement, or a partial
        or single exercise of that right, shall not constitute a waiver of that or
        any
        other right.

       

      Section
        o  Counterparts.
        This
        Agreement may be executed in duplicate counterparts, each of which shall
        be
        deemed an original, but all of which together shall constitute one and the
        same
        Agreement. In the event that the document is signed by one party and faxed
        to
        another the parties agree that a faxed signature shall be binding upon the
        parties to this agreement as though the signature was an original.

       

      Section
        p  Successors.
        The
        provisions of this Agreement shall be binding upon all parties, their successors
        and assigns.

       

      Section
        q  Counsel.
        The
        parties expressly acknowledge that each has been advised to seek separate
        counsel for advice in this matter and has been given a reasonable opportunity
        to
        do so.

       

      


       

      IN
        WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement
        to be effective as of the day and year provided herein.

       

      
        	 	 	 
	 	CONSULTANT:
	 	SUMMIT
                TRADING LIMITED
	 
 	 
 	 
 
	 	By:  	/s/ Richard
                J. Fixaris
	 	
                
Richard
                J. Fixaris, Attorney-in-fact
	 	 


      

      
         

        
          	 	 	 
	 	COMPANY:
	 	COMPLIANCE
                  SYSTEMS CORPORATION
	 
 	 
 	 
 
	 	By:  	/s/ Barry
                  M.
                  Brookstein
	 	
                  

                  Barry
                    M. Brookstein, Chief Financial Officer

                
	 	 


        

         

        
          
             

          

          
            7