CONSENT

    


    THIS
      CONSENT
      (this
“Consent”)
      is
      dated as of September 30, 2006, by and between COMPLIANCE SYSTEMS CORPORATION,
      a
      Nevada corporation (the “Company”),
      CALL
      COMPLIANCE, INC., a New York Corporation and wholly-owned subsidiary of the
      Company (“Call
      Compliance”)
      and
      MONTGOMERY EQUITY PARTNERS, LTD., a Delaware limited partnership (“Montgomery”)
      (collectively, referred to hereinafter as the “Parties”).
      

    


    RECITALS:

     

    WHEREAS,
      the
      Parties have entered into that certain Securities Purchase Agreement, dated
      as
      of March 8, 2006 (the “SPA”),
      pursuant to which the Company issued to Montgomery up to One Million Dollars
      ($1,000,000) of secured convertible debentures (the “Convertible
      Debentures”)
      which
      were converted into shares of the Company’s common stock;

     

    WHEREAS,
      to
      induce Montgomery to enter into the transactions contemplated by (a) the SPA,
      (b) the Convertible Debentures, (c) that certain Investor Registration Rights
      Agreement, of even date with the SPA, by and between the Parties, (d) that
      certain Pledge and Escrow Agreement, by and among the Parties and David
      Gonzalez, Esq. and (e) those certain Irrevocable Transfer Agent Instructions,
      of
      even date with the SPA, by and among the Company, Montgomery, the Transfer
      Agent
      and David Gonzalez (collectively, the “Transaction
      Documents”),
      Montgomery entered into a Security Agreement with each of the wholly-owned
      subsidiaries of the Company, including Call Compliance, pursuant to which each
      wholly-owned subsidiary of the Company, including Call Compliance, have agreed
      to provide to Montgomery a security interest in the Pledge Property (as such
      term is defined in each Security Agreement) to secure the Company’s obligations
      under the Transaction Documents; and

     

    WHEREAS,
      Call
      Compliance desires to grant a Promissory Note (the “Nascap
      Note”)
      in the
      amount of One Hundred Fifty Thousand Dollars ($150,000.00) to Nascap Corp.,
      a
      New York corporation (“Nascap”);

     

    WHEREAS,
      in
      connection with the Nascap Note, Call Compliance and Nascap shall enter into
      (i)
      a Security Agreement (the “Nascap
      Security Agreement”),
      pursuant to which Call Compliance shall grant to Nascap a security interest
      which is limited to accounts receivable from the two vendors as set forth
      therein (the “Secured
      Obligations”),
      and
      (ii) a Guaranty Agreement (the “Nascap
      Guaranty Agreement”),
      made
      by the Company in favor of Nascap, pursuant to which the Company unconditionally
      and irrevocably guarantees to Nascap the payment and performance of Call Company
      under the Nascap Note and the Nascap Security Agreement; and

     

    WHEREAS,
      the
      Parties acknowledge that pursuant to Section 4(o) of the SPA, the Company is
      required to obtain the prior express written consent from Montgomery to incur
      indebtedness for borrowed money in excess of One Hundred Thousand Dollars
      ($100,000) or to become a guarantor or otherwise contingently liable for such
      indebtedness; and 

     

    WHEREAS,
      the
      Parties acknowledge that pursuant to Section 7.1 of the Security Agreement,
      by
      and between Call Compliance and Montgomery, Call Compliance is required to
      obtain the prior express written consent from Montgomery to directly or
      indirectly make, create, incur, assume or permit to exist any assignment,
      transfer, pledge, mortgage, security interest or other lien or encumbrance
      of
      any nature in, to or against any part of the Pledged Property, as such term
      is
      defined thereunder ( the “Negative
      Covenants”);
      and 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    WHEREAS,
      Call
      Compliance desires to obtain from Montgomery, and Montgomery desires to provide
      to Call Compliance, the prior express written consent to enter into the Nascap
      Note and the Nascap Security Agreement; and 

     

    WHEREAS,
      the
      Company desires to obtain from Montgomery, and Montgomery desires to provide
      to
      the Company, the prior express written consent to enter into the Nascap
      Guaranty.

     

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

     

    2.
      Consent.
      Montgomery hereby consents to Call Compliance entering into the Nascap Note
      and
      the Nascap Security Agreement. Montgomery further consents to the Company
      entering into the Nascap Guaranty Agreement. These Consents are one-time
      consents granted to the Company and to Call Compliance. Montgomery may enforce
      the Negative Covenants against Call Compliance and its assigns for any and
      all
      future agreements or other instruments to which Call Compliance and its assigns
      are a party.

     

    3.
      Counterparts.
      This
      Consent may be executed in one or more counterparts, and by the 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.

     

    4.
      Governing
      Law.
      This
      Consent shall be governed by the laws of the State of New Jersey, excluding
      its
      choice of law principles. 


     

    [SIGNATURE
      PAGE TO FOLLOW]

     

    
      
         

      

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

     

    
      	 	 	 
	 	MONTGOMERY
              EQUITY PARTNERS, LTD.
	 
 	 
 	 
 
	 	By:  	 
	 	
              
                

              

            
	 	Printed Name: 
	 	
              
                

              

              Title: 

            
	 	
              
                

              

              Date: 

            
	 	
              
                
 

            


    

     

    
      	 	 	 
	 	
              COMPLIANCE
                SYSTEMS CORPORATION, 

              a
                Nevada corporation

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              
                

              

            
	 	Printed Name: 
	 	
              
                

              

              Title: 

            
	 	
              
                

              

              Date: 

            
	 	
              
                
 

            


    

     

    
      	 	 	 
	 	
              CALL
                COMPLIANCE, INC., 

              a
                New York Corporation

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              
                

              

            
	 	Printed Name: 
	 	
              
                

              

              Title: 

            
	 	
              
                

              

              Date: 

            
	 	
              
                
 

            


    

    
 

    
      
         

      

      
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