GUARANTY
      AGREEMENT

     

    This
      Guaranty Agreement (this
      “Guaranty
      Agreement”
or
      this
“Guaranty”),
      dated
      as of September 30, 2006, is made by Compliance
      Systems Corporation,
      a
      Nevada corporation (the “Guarantor”),
      in
      favor of Nascap
      Corp., a
      New
      York corporation (the “Lender”).
      All
      capitalized terms used but not otherwise defined herein shall have the meanings
      ascribed to such terms in (i) the Promissory Note, dated September 30, 2006,
      made by Call
      Compliance, Inc.,
      a New
      York corporation, as Maker (the “Borrower”)
      in
      favor of Lender, as Payee, as may be amended from time to time (the
“Note”)
      and
      (ii) the Security Agreement dated as of September 30, 2006, by and between
      Borrower and the Lender, as may be amended from time to time (the “Security
      Agreement”).
      

     

    WITNESSETH
      :

    


    WHEREAS,
      on the date hereof Lender is simultaneously lending to Borrower the initial
      principal sum of $150,000 (the “Loan”),
      as
      evidenced by the Note; and 

     

    WHEREAS,
      the Guarantor will materially benefit directly and indirectly from the making
      of
      the Loan.

     

    NOW,
      THEREFORE, in order to induce the Lender to accept the Note and Security
      Agreement and make the Loan, and in consideration of the mutual covenants and
      agreements contained herein, the Guarantor agrees as follows:

     

    1.  GUARANTY.
      The Guarantor unconditionally, absolutely, continually and irrevocably
      guarantees to the Lender the payment and performance in full of the Borrower's
      Liabilities (as defined below). For all purposes of this Guaranty Agreement,
      “Borrower's
      Liabilities”
means:
      (a) the Borrower's prompt payment in full, when due or declared due, now or
      at
      any time or times hereafter any amount or obligation owing, arising, due or
      payable from the Borrower to the Lender pursuant to the Note or the Security
      Agreement, including without limitation principal, interest, premium or fee
      (including, but not limited to, loan fees and attorneys' fees and expenses);
      and
      (b) the Borrower's prompt, full and faithful performance, observance and
      discharge of each and every agreement, undertaking, covenant and provision
      to be
      performed, observed or discharged by the Borrower pursuant to the Note or the
      Security Agreement. The Guarantor's obligations to the Lender under this
      Guaranty Agreement is hereinafter collectively referred to as the “Guarantor's
      Obligations”;
      provided, however, that the liability of the Guarantor individually, with
      respect to the Guarantor's Obligations shall be limited to an aggregate amount
      equal to the largest amount that would not render its obligations hereunder
      subject to avoidance under Section 548 of the United States Bankruptcy Code
      or
      any comparable provisions of any applicable state law.

     

    Guarantor
      agrees that it is directly and primarily liable for the Borrower's
      Liabilities.

     

    2.  PAYMENT.
      If the Borrower shall default in payment or performance of any Borrower's
      Liabilities, whether principal, interest, premium, fee (including, but not
      limited to, loan fees and attorneys' fees and expenses), or otherwise, when
      and
      as the same shall become due, whether according to the terms of the Note or
      the
      Security Agreement, by acceleration, or otherwise, or upon the occurrence of
      any
      Event of Default under the Note or the Security Agreement that has not been
      cured or waived, then the Guarantor will, upon demand thereof by the Lender
      or
      its heirs, successors or assigns as of the date of the Lender’s demand, fully
      pay to the Lender, subject to any restriction set forth in Section 1 hereof,
      an
      amount equal to all Guarantor’s Obligations then due and owing.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3.  UNCONDITIONAL
      OBLIGATIONS. This is a guaranty of payment and not of collection. The
      Guarantor's Obligations under this Guaranty Agreement shall be absolute and
      unconditional irrespective of the validity, legality or enforceability of the
      Note or the Security Agreement and shall not be affected by any action taken
      under the Note or the Security Agreement or any other agreement between the
      Lender and the Borrower or any other party, in the exercise of any right or
      power therein conferred, or by any failure or omission to enforce any right
      conferred thereby, or by any waiver of any covenant or condition therein
      provided, or by any acceleration of the maturity of any of the Borrower's
      Liabilities, or by the release or other disposal of any security for any of
      the
      Borrower's Liabilities, or by the dissolution of the Borrower or the combination
      or consolidation of the Borrower into or with another entity or any transfer
      or
      disposition of any assets of the Borrower or by any extension or renewal of
      the
      Note or Security Agreement, in whole or in part, or by any modification,
      alteration, amendment or addition of or to the Note or the Security Agreement,
      or any other agreement between the Lender and the Borrower or any other party,
      or by any other circumstance whatsoever (with or without notice to or knowledge
      of Guarantor) which may or might in any manner or to any extent vary the risks
      of Guarantor, or might otherwise constitute a legal or equitable discharge
      of a
      surety or a guarantor; it being the purpose and intent of the parties hereto
      that this Guaranty Agreement and the Guarantor's Obligations hereunder shall
      be
      absolute and unconditional under any and all circumstances and shall not be
      discharged except by payment as herein provided.

     

    4.  CURRENCY
      AND FUNDS OF PAYMENT. Guarantor hereby guarantees that the Guarantor's
      Obligations will be paid in lawful currency of the United States of America
      and
      in immediately available funds, regardless of any law, regulation or decree
      now
      or hereafter in effect that might in any manner affect the Borrower's
      Liabilities, or the rights of the Lender with respect thereto as against the
      Borrower, or cause or permit to be invoked any alteration in the time, amount
      or
      manner of payment by the Borrower of any or all of the Borrower's
      Liabilities.

     

    5.  EVENTS
      OF
      DEFAULT. 

     

    In
      the
      event that (a) if, pursuant to or within the meaning of the United States
      Bankruptcy Code or any other federal or state law relating to insolvency or
      relief of debtors (a “Bankruptcy
      Law”),
      Guarantor, or any of its respective shareholders shall (i) commence a voluntary
      case or proceeding; (ii) consent to the entry of an order for relief against
      it
      in an involuntary case; (iii) consent to the appointment of a trustee, receiver,
      assignee, liquidator or similar official; (iv) make an assignment for the
      benefit of its creditors; or (v) admit in writing its inability to pay its
      debts
      as they become due; (b) if a court of competent jurisdiction enters an order
      or
      decree under any Bankruptcy Law that (i) is for relief against Guarantor or
      any
      of its respective shareholders in an involuntary case, (ii) appoints a trustee,
      receiver, assignee, liquidator or similar official for Guarantor or
      substantially all of its respective properties, or (iii) orders the liquidation
      of Guarantor and in each case the order or decree is not dismissed within sixty
      (60) days; (c) any money judgment, writ or warrant of attachment, or similar
      process in excess of Fifty Thousand Dollars ($50,000) in the aggregate shall
      be
      entered or filed against the Guarantor or any of its assets and/or properties
      which remains unpaid, unvacated, unbonded or unstayed for a period of thirty
      (30) or more days; (d) if Guarantor (i) is merged or consolidated with another
      entity without the prior written consent of the Lender (ii) is dissolved or
      ceases to exist as a corporation or (iii) whether in one or a series of
      transactions, sells or otherwise transfers more than fifty percent (50%) of
      its
      assets (other than inventory in the ordinary course of business), or in each
      of
      cases (i), (ii) or (iii) enters into an agreement to take such actions; (e)
      the
      Guarantor shall assert the invalidity or unenforceability of this Guaranty
      Agreement; (f) any representation or warranty made by the Guarantor in this
      Guaranty Agreement shall prove to have been false in any material respect when
      made; (g) there shall occur an Event of Default under the Note; (h) any default
      shall occur in the payment of amounts due hereunder; or (i) any covenant or
      agreement made by the Guarantor in this Guaranty Agreement (and not covered
      by
      (a)-(h) above) is breached, violated, or not complied with and not cured within
      ten (10) Business Days upon written notice to Guarantor (each of the foregoing
      an “Event
      of Default”
      hereunder); then notwithstanding any collateral that the Lender may possess
      from
      Borrower, at the Lender's election and without notice thereof or demand
      therefor, so long as such Event of Default shall be continuing, the Guarantor's
      Obligations shall immediately become due and payable.

     

    
      
         

      

      
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    6.  SUITS.
      The Guarantor from time to time shall pay to the Lender, on demand, at the
      Lender's address set forth in Section 16 hereof, the Guarantor's Obligations
      as
      they become or are declared due, and in the event such payment is not made
      forthwith, the Lender may proceed to suit against Guarantor. At the Lender's
      election, one or more and successive or concurrent suits may be brought hereon
      by the Lender against any Guarantor, whether or not suit has been commenced
      against the Borrower, any other Guarantor or any other guarantor of the
      Borrower's Liabilities, or any other Person and whether or not the Lender or
      any
      Lender has taken or failed to take any other action to collect all or any
      portion of the Borrower's Liabilities.

     

    7.  SET-OFF
      AND WAIVER. Guarantor waives any right to assert against the Lender as a
      defense, counterclaim, set-off or cross claim, any defense (legal or equitable)
      or other claim which Guarantor may now or at any time hereafter have against
      the
      Borrower or the Lender, without waiving any additional defenses, set-offs,
      counterclaims or other claims otherwise available to Guarantor. If at any time
      hereafter the Lender employs counsel for advice or other representation to
      enforce the Guarantor's Obligations that arise out of an Event of Default,
      then,
      in any of the foregoing events, all of the reasonable attorneys' fees arising
      from such services and all expenses, costs and charges in any way or respect
      arising in connection therewith or relating thereto shall be paid by Guarantor
      to the Lender on demand.

     

    8.  WAIVER;
      SUBROGATION.

     

    (a)  Guarantor
      hereby waives notice of the following events or occurrences: (i) the Lender's
      acceptance of this Guaranty Agreement; (ii) the Lender's heretofore, now or
      from
      time to time hereafter loaning monies or giving or extending credit to or for
      the benefit of the Borrower, whether pursuant to the Note or any amendments,
      modifications, or supplements thereto, or replacements or extensions thereof;
      (iii) the Lender, or the Borrower heretofore, now or at any time hereafter,
      obtaining, amending, substituting for, releasing, waiving or modifying the
      Note
      or the Security Agreement; (iv) presentment, demand, default, non-payment,
      partial payment and protest; (v) the Lender heretofore, now or at any time
      hereafter granting to the Borrower (or any other party liable to the Lender
      on
      account of the Borrower's Liabilities) any indulgence or extensions of time
      of
      payment of the Borrower's Liabilities; and (vi) the Lender heretofore, now
      or at
      any time hereafter accepting from the Borrower, any other Guarantor, any other
      guarantor of the Borrower's Liabilities or any other Person, any partial payment
      or payments on account of the Borrower's Liabilities or any collateral securing
      the payment thereof or the Lender settling, subordinating, compromising,
      discharging or releasing the same. Guarantor agrees that the Lender may
      heretofore, now or at any time hereafter do any or all of the foregoing in
      such
      manner, upon such terms and at such times as the Lender, in its sole and
      absolute discretion, deems advisable, without in any way or respect impairing,
      affecting, reducing or releasing Guarantor from the Guarantor's Obligations,
      and
      Guarantor hereby consents to each and all of the foregoing events or
      occurrences.

     

    
      
         

      

      
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    (b)  Guarantor
      hereby agrees that payment or performance by Guarantor of the Guarantor's
      Obligations under this Guaranty Agreement may be enforced by the Lender on
      behalf of the Lender upon demand by the Lender to Guarantor without the Lender
      being required, Guarantor expressly waiving any right it may have to require
      the
      Lender, to (i) prosecute collection or seek to enforce or resort to any remedies
      against the Borrower or any other guarantor of the Borrower's Liabilities,
      IT
      BEING EXPRESSLY UNDERSTOOD, ACKNOWLEDGED AND AGREED TO BY GUARANTOR THAT DEMAND
      UNDER THIS GUARANTY AGREEMENT MAY BE MADE BY THE LENDER, AND THE PROVISIONS
      HEREOF ENFORCED BY THE LENDER, EFFECTIVE AS OF THE FIRST DATE ANY EVENT OF
      DEFAULT OCCURS AND IS CONTINUING UNDER THE NOTE OR THE SECURITY AGREEMENT,
      or
      (ii) seek to enforce or resort to any remedies with respect to any security
      interests, liens or encumbrances granted to the Lender by the Borrower, or
      any
      other Person on account of the Borrower's Liabilities or any guaranty thereof.
      The Lender shall not have any obligation to protect, secure or insure any of
      the
      foregoing security interests, liens or encumbrances on the properties or
      interests in properties subject thereto. The Guarantor’s Obligations shall in no
      way be impaired, affected, reduced, or released by reason of the Lender's
      failure or delay to do or take any of the acts, actions or things described
      in
      this Guaranty including, without limiting the generality of the foregoing,
      those
      acts, actions and things described in this Section 8.

     

    (c)  Guarantor
      further agrees with respect to this Guaranty that Guarantor shall have no right
      of subrogation, reimbursement or indemnity, nor any right of recourse to
      security for the Borrower's Liabilities until all of Guarantor’s Obligations and
      Borrower’s Obligations are paid and satisfied in full.

     

    9.  EFFECTIVENESS;
      ENFORCEABILITY. This Guaranty Agreement shall be effective as of the date hereof
      and shall continue in full force and effect until all of Guarantor’s Obligations
      and Borrower’s Obligations are paid and satisfied in full. This Guaranty
      Agreement shall be binding upon and inure to the benefit of Guarantor, the
      Lender and their respective heirs, successors and assigns. Notwithstanding
      the
      foregoing, Guarantor may not, without the prior written consent of the Lender,
      assign any rights, powers, duties or obligations hereunder. Any claim or claims
      that the Lender may at any time hereafter have against Guarantor under this
      Guaranty Agreement may be asserted by the Lender by written notice directed
      to
      Guarantor.

     

    
      
         

      

      
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    10.  REPRESENTATIONS
      AND WARRANTIES

     

    (a)  Due
      Authorization; Effect of Transaction. Except
      as
      would not have an adverse affect on Lender’s rights under this Guaranty
      Agreement,
      no
      provision of Guarantor’s Certificate of Incorporation or By-Laws, or of any
      agreement, instrument, or any applicable law to which it is a named party or
      by
      which any it is bound has been, or will be violated by, (a) the execution by
      Guarantor this Note Agreement, or (b) the performance or satisfaction of any
      agreement or condition herein or therein contained upon its part to be performed
      or satisfied. All requisite corporate and other authorizations for such
      execution, delivery, performance, and satisfaction have been duly obtained.
      Upon
      execution and delivery by all of the parties thereto, this Guaranty Agreement
      will be a legal, valid, and binding obligation of Guarantor, enforceable in
      accordance with its terms, subject to laws of general application relating
      to
      bankruptcy, insolvency and the relief of debtors and rules of law governing
      specific performance, injunctive relief or other equitable remedies. Guarantor
      is not in default in the performance, observance, or fulfillment of any of
      the
      terms or conditions of its Certificate of Incorporation or By-Laws. No consent,
      authorization, waiver by or filing with any governmental agency, administrative
      body or other third party is required in connection with the execution, delivery
      or performance of this Guaranty Agreement by Guarantor. 

     

    (b)  Solvency.
      Guarantor is not now insolvent nor will it be rendered insolvent by complying
      with the provisions contemplated by this Guaranty Agreement. As used in this
      section, “insolvent” means that the sum of the debts and other probable
      liabilities of Guarantor exceeds the present fair saleable value of its assets
      on a consolidated basis. 

     

    (c)  Organization
      and Corporate Power.
       Guarantor
      is a corporation duly organized, validly existing, and in good standing under
      the laws of Delaware and is duly qualified and in good standing as a foreign
      corporation in each other jurisdiction in which it owns or leases properties,
      conducts operations, maintains a stock of goods, or is otherwise required to
      be
      qualified, except where the failure to so qualify and be in good standing would
      not have a material adverse effect on its financial condition, business,
      operations, properties, or assets. Guarantor has the requisite power and
      authority to (a) own or lease and operate its properties and (b) conduct its
      business as presently conducted. 

     

    (d)  Litigation
      and Claims.
      Guarantor represents and warrants that there are no actions, suits, proceedings
      or investigations pending or, to the knowledge of Guarantor, threatened against
      or affecting the Guarantor before any court, governmental agency or arbitrator,
      which involve forfeiture of any assets of the Maker or which may materially
      adversely affect the financial condition, stockholders’ equity, contingent
      liabilities, prospects, material agreements, results of operations, properties,
      assets or business of the Guarantor, taken as a whole or the ability of the
      Guarantor to perform its obligations under this Guaranty Agreement. 

     

    11.  EXPENSES.
      Guarantor agrees to be liable for the payment of all reasonable fees and
      expenses, including attorney's fees, incurred by the Lender in connection with
      the enforcement of this Guaranty Agreement.

     

    12.  REINSTATEMENT.
      Guarantor agrees that this Guaranty Agreement shall continue to be effective
      or
      be reinstated, as the case may be, at any time payment received by the Lender
      under the Note or this Guaranty Agreement is rescinded or must be restored
      for
      any reason.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    13.  COUNTERPARTS.
      This Guaranty Agreement may be executed in any number of counterparts, each
      of
      which shall be deemed to be an original as against any party whose signature
      appears thereon, and all of which shall constitute one and the same
      instrument.

     

    14.  RELIANCE.
      Guarantor represents and warrants to the Lender that: (a) Guarantor has adequate
      means to obtain from Borrower, on a continuing basis, information concerning
      Borrower and Borrower's financial condition and affairs and has full and
      complete access to Borrower's books and records; (b) Guarantor is not relying
      on
      the Lender or any Lender, its or their employees, Lender or other
      representatives, to provide such information, now or in the future; (c)
      Guarantor is executing this Guaranty Agreement freely and deliberately, and
      understands the obligations and financial risk undertaken by providing this
      Guaranty; (d) Guarantor has relied solely on the Guarantor's own independent
      investigation, appraisal and analysis of Borrower and Borrower's financial
      condition and affairs in deciding to provide this Guaranty and is fully aware
      of
      the same; and (e) Guarantor has not depended or relied on the Lender or any
      Lender, its or their employees, agent or representatives, for any information
      whatsoever concerning Borrower or Borrower's financial condition and affairs
      or
      other matters material to Guarantor's decision to provide this Guaranty or
      for
      any counselling, guidance, or special consideration or any promise therefor
      with
      respect to such decision. Guarantor agrees that the Lender has no duty or
      responsibility whatsoever, now or in the future, to provide to Guarantor any
      information concerning Borrower or Borrower's financial condition and affairs,
      other than as expressly provided herein, and that, if Guarantor receives any
      such information from the Lender, or its employees, agents or other
      representatives, Guarantor will independently verify the information and will
      not rely on the Lender, or its employees, agents or other representatives,
      with
      respect to such information.

    
       

      15.  TERMINATION.
        This Guaranty Agreement and all obligations of the Guarantor hereunder shall
        terminate when all of Guarantor’s Obligations and Borrower’s Obligations are
        paid and satisfied in full. 

       

    

    
      
         

      

      
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    16.  NOTICE.
      Any notice, demand, claim or other communication under this Guaranty Agreement
      shall be in writing and shall be sent by certified mail, return receipt
      requested, postage prepaid; telegraph; facsimile transmission (with proof of
      sending); or overnight courier to the following addresses (or to such other
      address as a party to receive such notice shall specify to the other parties
      hereto in accordance with the provisions of this section):

     

    If
      to
      Lender:

    


    Nascap
      Corp.

    7
      Purdue
      Road

    Glen
      Cove, New York 11542

    


    If
      to
      Guarantor:

    


    Compliance
      Systems corporation

    90
      Pratt
      Oval

    Glen
      Cove, New York 11542

    


    All
      such
      notices and communications shall be deemed effective as follows: if mailed,
      on
      the third Business Day following deposit in the mail, or if by overnight
      courier, on the day following delivery to the courier; provided, that if such
      day is not a Business Day, such notice or communication shall be deemed
      effective on the next succeeding Business Day.

     

    17.  APPLICABLE
      LAW; JURISDICTION; WAIVER OF JURY TRIAL

     

    THIS
      GUARANTY AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED UNDER THE LAWS OF THE
      STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED THEREIN,
      WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW. GUARANTOR HEREBY
      IRREVOCABLY CONSENTS THAT ANY LEGAL ACTION OR PROCEEDING AGAINST GUARANTOR
      ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS GUARANTY AGREEMENT MAY BE
      INSTITUTED IN ANY STATE COURT OF GENERAL JURISDICTION LOCATED IN THE STATE
      AND
      COUNTY OF NEW YORK OR THE UNITED STATES FEDERAL COURT FOR THE SOUTHERN DISTRICT
      OF NEW YORK AND GUARANTOR HEREBY SUBMITS TO THE JURISDICTION AND VENUE OF SUCH
      COURTS. MAKER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS ARISING
      OUT
      OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE
      MAILING OF COPIES THEREOF BY POSTAGE PREPAID CERTIFIED OR REGISTERED FIRST-CLASS
      MAIL, RETURN RECEIPT REQUESTED, TO GUARANTOR. THE FOREGOING, HOWEVER, SHALL
      NOT
      LIMIT THE RIGHT OF LENDER TO SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED
      BY
      LAW OR TO COMMENCE ANY LEGAL ACTION OR PROCEEDING OR TO OBTAIN EXECUTION OF
      JUDGMENT IN ANY APPROPRIATE JURISDICTION. IN THE EVENT OF LITIGATION BETWEEN
      ANY
      PARTY OVER ANY MATTER CONNECTED WITH THIS AGREEMENT, THE RIGHT TO A TRIAL BY
      JURY IS HEREBY WAIVED BY SUCH PARTIES.

    


    [SIGNATURE
      PAGE FOLLOWS]

    


    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties have duly executed this Guaranty Agreement on
      the
      day and year first written above.

     

    
      	 	 	 
	 	
              GUARANTOR:

               

              
                COMPLIANCE
                  SYSTEMS CORPORATION

              

            
	 
 	 
 	 
 
	 	By  	 
	 	Name:  	
              

            
	 	Title: 	 


    

     

    
      	 	 	 
	 	
              LENDER:

               

              
                NASCORP
                  CORP.

              

            
	 
 	 
 	 
 
	 	By  	 
	 	Name:  	
              

            
	 	Title: