SECURITY
      AGREEMENT

     

    This
      Security Agreement (this
      “Agreement”)
      is
      made and entered into as of September 30, 2006 by Call
      Compliance, Inc. a
      New
      York corporation (the "Borrower”),
      and
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 the Promissory Note, dated September 30, 2006, made
      by
      Borrower, as Maker, in favor of Lender, as Payee, as may be amended from time
      to
      time (the “Note”).

     

    WITNESETH
      :

    


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

     

    WHEREAS,
      as collateral security for payment and performance of its obligations under
      the
      Note, the Borrower is willing to grant to the Lender a security interest in
      certain of its personal property and assets; 

     

    NOW,
      THEREFORE, in order to induce the Lender to accept the Note and make the Loan,
      and in consideration of the mutual covenants and agreements contained herein,
      the parties hereby agree as follows:

     

    1.  GRANT
      OF
      SECURITY INTEREST. As collateral security for the timely payment and
      satisfaction of all obligations and liabilities of the Borrower under the Note
      and this Agreement (collectively, the “Secured
      Obligations”),
      the
      Borrower hereby affirms, grants, pledges and assigns to the Lender a first
      priority security interest in and to all of the following property of Borrower,
      whether now owned or existing or hereafter acquired or arising and wheresoever
      located:

     

    (a)  All
      accounts receivable owing to the Borrower arising out of goods sold or leased
      or
      for services rendered by Borrower solely in connection with the VeriSign, Inc.
      and Comtel Telcom Assets, LP (and each of their respective affiliates,
      successors and/or assigns) accounts, with a value of up to One Hundred Fifty
      Thousand Dollars ($150,000) plus all accrued interest under the Loan and Note,
      (collectively referred to hereinafter as “Accounts”);
      and


     

    (b)  All
      books
      and records relating to any of the Collateral (as hereinafter defined)
      (including without limitation, customer data, credit files, computer programs,
      printouts, and other computer materials and records of the Borrower pertaining
      to any of the foregoing).

     

    All
      of
      the property and interests in property described in subsections (a) and (b)
      are
      herein collectively referred to as the “Collateral”.

     

    2.  FINANCING
      STATEMENTS. The Borrower authorizes the Lender to file financing statements
      limited to the Collateral as prescribed by the Uniform Commercial Code as
      presently in effect under the laws of the applicable jurisdictions, prepared
      and
      approved by the Lender
      in
      form and number sufficient for filing wherever required with respect to the
      Collateral, in order that the Lender shall have a duly perfected security
      interest of record in the Collateral following the filing of such financing
      statements with the appropriate local and state governmental authorities.
      Borrower authorizes Lender to prepare and file such financing statements without
      Borrower’s signature where permitted under the laws of the applicable
      jurisdictions.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3.  MAINTENANCE
      OF SECURITY INTEREST. The Borrower will, from time to time, upon the request
      of
      the Lender, deliver specific assignments of Collateral, together with such
      other
      instruments and documents, financing statements, amendments thereto, assignments
      or other writings as the Lender may reasonably request to carry out the terms
      of
      this Agreement or to protect or enforce the Lender's security interest in the
      Collateral.

     

    With
      respect to any and all Collateral to be secured and conveyed under this
      Agreement, the Borrower agrees to do and cause to be done all things necessary
      to perfect and keep in full force the security interest granted in favor of
      the
      Lender, including, but not limited to, the filing of any amendments to
      previously filed financing statements and the prompt payment of all fees and
      expenses incurred in connection with any filings made to perfect or continue
      a
      security interest in the Collateral in favor of the Lender.

     

    The
      Borrower agrees to make appropriate entries upon its financial statements and
      books and records disclosing the Lender's security interest granted
      hereunder.

     

    4.  RECEIPT
      OF PAYMENT. In the event an Event of Default (as defined herein) shall occur
      and
      be continuing and the Borrower (or any of its affiliates, subsidiaries,
      stockholders, directors, officers, employees or agents) shall receive any
      proceeds of Collateral, including without limitation monies, checks, notes,
      drafts or any other items of payment, the Borrower shall hold all such items
      of
      payment in trust for, and for the benefit and as the property of, the Lender,
      and no later than the first Business Day following the receipt thereof, the
      Borrower shall cause the same to be forwarded to the Lender for its custody
      and
      possession as additional Collateral.

     

    5.  COLLECTIONS;
      LENDER'S RIGHT TO NOTIFY ACCOUNT DEBTORS AND TO ENDORSE BORROWER’S NAME. The
      Borrower hereby authorizes the Lender, at all times after the occurrence and
      during the continuation of an Event of Default (a) to open the Borrower's mail
      and collect any and all amounts due to Borrower from parties obligated on any
      Accounts ("Account
      Debtors");
      (b)
      to take over the Borrower's post office boxes or make other arrangements as
      the
      Lender deems necessary to receive Borrower's mail, including notifying the
      post
      office authorities to change the address for delivery of Borrower's mail to
      such
      address as the Lender, may designate; and (c) to notify any or all Account
      Debtors that the Accounts have been assigned to the Lender and that Lender
      has a
      security interest therein (provided that the Lender may at any time give such
      notice to an Account Debtor that is a department, agency or authority of the
      United States government). The Borrower at all times after the occurrence and
      during the continuation of an Acceleration Event (as hereinafter defined)
      irrevocably makes, constitutes and appoints the Lender (and all Persons
      designated by the Lender for that purpose) as Borrower's true and lawful
      attorney (and agent-in-fact) to endorse the Borrower's name on any checks,
      notes, drafts or any other payment relating to or constituting proceeds of
      the
      Collateral which comes into the Lender's possession or Lender's control, and
      deposit the same to the account of the Lender on account and for payment of
      the
      Secured Obligations. The Lender shall promptly furnish the Borrower with a
      copy
      of any such notice sent with respect to Accounts of the Borrower pursuant to
      this Section 5 and the Borrower hereby agrees that any such notice, in the
      Lender's sole discretion, may be sent on the Borrower's stationery, in which
      event the Borrower shall co-sign such notice with the Lender. For purposes
      of
      this Agreement, “Acceleration
      Event”
means
      that (a) an Event of Default has occurred and is continuing and (b) the Secured
      Obligations have become due and payable (whether by acceleration, at final
      maturity or otherwise).

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    6.  COVENANTS.
      Borrower covenants with the Lender that from and after the date of this
      Agreement until termination hereof in accordance with Section 22
      hereof:

     

    (a)  INSPECTION.
      The Lender (by any of its officers, employees and agents) shall have the right
      upon its reasonable request and reasonable prior notice, and at any reasonable
      times during Borrower's usual business hours, to inspect the Collateral, all
      records related thereto (and to make extracts or copies from such records),
      and
      the premises upon which any of the Collateral is located, to discuss Borrower's
      affairs and finances with any party (other than Account Debtors) and to verify
      with any party other than Account Debtors the amount, quality, quantity, value
      and condition of, or any other matter relating to, the Collateral and, if an
      Event of Default has occurred and is continuing, to discuss Borrower's affairs
      and finances with Borrower's Account Debtors and to verify the amount, quality,
      value and condition of, or any other matter relating to, the Collateral and
      such
      Account Debtors. Upon or after the occurrence and during the continuation of
      an
      Acceleration Event, the Lender may at any time and from time to time employ
      and
      maintain on Borrower's premises a custodian selected by the Lender who shall
      have full authority to do all acts necessary to protect the Lender’s interest.
      All expenses incurred by the Lender, on behalf of the Lenders, by reason of
      the
      employment of such custodian shall be paid by Borrower, added to the Secured
      Obligations and secured by the Collateral.

     

    (b)  ASSIGNMENTS,
      RECORDS AND SCHEDULES OF ACCOUNTS. The Borrower shall keep accurate and complete
      records of its Accounts (“Account
      Records”)
      and
      from time to time at intervals designated by the Lender the Borrower shall
      provide the Lender with a schedule of Accounts in form and substance acceptable
      to the Lender describing all Accounts created or acquired by Borrower
      (“Schedule
      of Accounts”);
      provided, however, that the Borrower's failure to execute and deliver any such
      Schedule of Accounts shall not affect or limit the Lender's security interest
      or
      other rights in and to any Accounts for the benefit of the Lender. If requested
      by the Lender, the Borrower shall furnish the Lender with copies of proof of
      delivery and other documents relating to the Accounts so scheduled, including
      without limitation repayment histories and present status reports (collectively,
      “Account
      Documents”)
      and
      such other matter and information relating to the status of then existing
      Accounts as the Lender shall request. The Borrower shall not remove any Account
      Records or Account Documents or change its chief executive offices from the
      address set forth on Schedule
      A
      attached
      hereto without 30 days prior written notice to the Lender as provided in Section
      16 hereof and delivery to the Lender by the Borrower prior to such removal
      of
      executed financing statements, amendments and other documents necessary to
      maintain the security interests granted hereunder.

     

    (c)  NOTICE
      REGARDING DISPUTED ACCOUNTS. In the event any amounts due and owing in excess
      of
      $25,000 are in dispute between any Account Debtor and the Borrower (which shall
      include without limitation any dispute in which an offset claim or counterclaim
      may result), the Borrower shall provide the Lender with written notice thereof
      as soon as practicable, explaining in detail the reason for the dispute, all
      claims related thereto and the amount in controversy.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    (d)  VERIFICATION
      OF ACCOUNTS. If an Event of Default has occurred and is continuing, any of
      the
      Lender's officers, employees or agents shall have the right, at any reasonable
      time or times hereafter, to verify with Account Debtors the validity, amount
      or
      any other matter relating to any Accounts and, whether or not an Event of
      Default has occurred, any of the Lender's officers, employees or agents shall
      have the right to verify the same with the Borrower.

     

    (e)  CORPORATE
      NAME; JURISDICTION OF INCORPORATION. Borrower
      shall not (i) change or otherwise modify its corporate name in any respect,
      (ii)
      reincorporate in a jurisdiction other than New York, or (iii) merge, convert
      or
      otherwise change its form of organization from a New York corporation without
      30
      days prior written notice to the Lender in each instance. On the first day
      of
      January, April, July and October of each year, the chief executive officer
      of
      Borrower shall execute and deliver a certificate to Lender, in form satisfactory
      to Lender, certifying that no change has been made to Borrower’s corporate name,
      organization or jurisdiction of incorporation since the date of this Agreement
      or the last notice of change provided pursuant to this Section 6(e), as the
      case
      may be.

     

    7.  WARRANTIES
      AND REPRESENTATIONS REGARDING COLLATERAL GENERALLY. The Borrower warrants and
      represents that it is and will continue to be the owner of the Collateral
      hereunder, now owned and upon the acquisition of the same, free and clear of
      all
      liens, claims, charges, encumbrances and security interests (“Liens”)
      other
      than the security interest in favor of the Lender, and that it will defend
      such
      Collateral and any products and proceeds thereof against all claims and demands
      of all parties at any time claiming the same or any interest therein adverse
      to
      the Lender.

     

    8.  ACCOUNT
      WARRANTIES AND REPRESENTATIONS. With respect to its Accounts, Borrower warrants
      and represents to the Lender that the Lender may rely on all statements or
      representations made by Borrower on or with respect to any Schedule of Accounts
      prepared and delivered by it and that:

     

    (a)  All
      Account Records and Account Documents are located only at the Borrower's
      location as set forth on Schedule
      A
      attached
      hereto and incorporated herein by reference;

     

    (b)  The
      Accounts are genuine, are in all respects what they purport to be, are not
      evidenced by an instrument or document or, if evidenced by an instrument or
      document, are only evidenced by one original instrument or
      document;

     

    (c)  The
      Accounts cover bona fide sales and deliveries of inventory usually dealt in
      by
      the Borrower, or the rendition by Borrower of services, to an Account Debtor
      in
      the ordinary course of business;

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    (d)  The
      amounts of the face value shown on any Schedule of Accounts or invoice statement
      delivered to the Lender with respect to any Account, are actually owing to
      the
      Borrower and are not contingent for any reason; and there are no setoffs,
      discounts, allowances, claims, counterclaims or disputes of any kind or
      description in an amount greater than $25,000 in the aggregate, or greater
      than
      $5,000 individually, existing or asserted with respect thereto and the Borrower
      has not made any agreement with any Account Debtor thereunder for any deduction
      therefrom, except as may be stated in the Schedule of Accounts and reflected
      in
      the calculation of the face value of each respective invoice related
      thereto;

     

    (e)  Except
      for conditions generally applicable to Borrower's industry and markets, there
      are no facts, events, or occurrences known to the Borrower pertaining
      particularly to any Accounts which are reasonably expected to materially impair
      in any way the validity, collectibility or enforcement of Accounts that would
      reasonably be likely, in the aggregate, to be of material economic value, or
      in
      the aggregate materially reduce the amount payable thereunder from the amount
      of
      the invoice face value shown on any Schedule of Accounts, and on all contracts,
      invoices and statements delivered to the Lender, with respect
      thereto;

     

    (f)  The
      goods
      or services giving rise to the Collateral are not, and were not at the time
      of
      the sale or performance thereof, subject to any Liens, except those of the
      Lender;

     

    (g)  The
      Accounts have not been pledged to any Person other than to the Lender under
      this
      Agreement and will be owned by the Borrower free and clear of any Liens;
      and

     

    (h)  The
      Lender's security interest in the Collateral will not be subject to any offset,
      deduction, counterclaim, Lien or other adverse condition.

     

    9.  EVENTS
      OF
      DEFAULT. It is understood and agreed that the occurrence of any one or more
      of
      the following shall constitute an “Event
      of Default”
      hereunder and shall entitle the Lender to take such actions as are elsewhere
      provided in this Agreement in respect of Events of Default: (a) an "Event of
      Default" as defined in the Note shall have occurred and be continuing; or (b)
      Borrower shall have failed to pay the Lender all of the Secured Obligations
      owed
      to it in accordance with the Note on the Business Day on which the Lender has
      demanded such payment; or (c) any representation or warranty made by the
      Borrower in the Note, this Agreement or in any other existing or future
      agreement with the Lender shall prove to have been false in any material respect
      when made; or (d) any covenant made by Borrower herein (other than those
      covenants contained in Sections 6(a) hereof) is breached, violated, or not
      complied with and not cured within 10 days after notice thereof from the Lender;
      provided, however, that any breach, violation or non-compliance with any
      covenant contained in Section 6(a) hereof shall immediately result in an Event
      of Default; or (e) any covenant made by the Borrower in the Note or any future
      agreement with the Lender is breached, violated, or not complied with and not
      cured within any grace period applicable thereto, or if no grace period is
      applicable and default thereunder does not result immediately from such
      noncompliance, then not cured within 10 days after notice thereof from the
      Lender, and results in a material adverse change to the Collateral taken as
      a
      whole or its value taken as a whole.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    10.  RIGHTS
      AND REMEDIES UPON ACCELERATION EVENT. Upon and after an Acceleration Event,
      the
      Lender shall have the following rights and remedies in addition to any rights
      and remedies set forth elsewhere in this Agreement, all of which may be
      exercised with or, if allowed by law, without notice to Borrower:

     

    (a)  All
      of
      the rights and remedies of a secured party under the Uniform Commercial Code
      of
      the state where such rights and remedies are asserted, or under other applicable
      law, all of which rights and remedies shall be cumulative, and none of which
      shall be exclusive, to the extent permitted by law, in addition to any other
      rights and remedies contained in this Agreement, the Note, or the Guaranty
      by
      Compliance Systems Corporation in favor of Lender dated as of September ___,
      2006 (the “Guaranty
      Agreement”);

     

    (b)  The
      right
      to foreclose the Liens and security instruments created under this Agreement
      by
      any available judicial procedure or without judicial process;

     

    (c)  The
      right
      to (i) enter upon the premises of the Borrower through self-help and without
      judicial process, without first obtaining a final judgment or giving Borrower
      notice and opportunity for a hearing on the validity of the Lender's claim
      and
      without any obligation to pay rent to Borrower, or any other place or places
      where any Collateral is located and kept, and remove the Collateral therefrom
      to
      the premises of the Lender or any agent of the Lender, for such time as the
      Lender may desire, in order effectively to collect or liquidate the Collateral,
      and/or (ii) require Borrower to assemble the Collateral and make it available
      to
      the Lender at a place to be designated by the Lender that is reasonably
      convenient to both parties;

     

    (d)  The
      right
      to (i) demand payment of the Accounts; (ii) enforce payment of the Accounts,
      by
      legal proceedings or otherwise; (iii) exercise all of a Borrower's rights and
      remedies with respect to the collection of the Accounts; (iv) settle, adjust,
      compromise, extend or renew the Accounts; (v) settle, adjust or compromise
      any
      legal proceedings brought to collect the Accounts; (vi) if permitted by
      applicable law, sell or assign the Accounts upon such terms, for such amounts
      and at such time or times as the Lender deems advisable; (vii) discharge and
      release the Accounts; (viii) take control, in any manner, of any item of payment
      or proceeds referred to in Section 4 above; (ix) prepare, file and sign
      Borrower's name on a Proof of Claim in bankruptcy or similar document against
      any Account Debtor; (x) prepare, file and sign Borrower's name on any notice
      of
      Lien, assignment or satisfaction of Lien or similar document in connection
      with
      the Accounts; (xi) endorse the name of Borrower upon any chattel paper,
      document, instrument, invoice, freight bill, bill of lading or similar document
      or agreement relating to the Accounts or Inventory; (xii) use Borrower's
      stationery for verifications of the Accounts and notices thereof to Account
      Debtors; (xiii) use the information recorded on or contained in any data
      processing equipment and computer hardware and software relating to any
      Collateral to which Borrower has access; and (xiv) do all acts and things and
      execute all documents necessary, in Lender's sole discretion, to collect the
      Accounts; and

     

    (e)  Borrower
      agrees that the Lender has no obligation to preserve rights to the Collateral
      against prior parties or to marshall any Collateral for the benefit of any
      Person. The net cash proceeds resulting from the collection, liquidation, sale,
      lease or other disposition of the Collateral shall be applied first to the
      expenses (including all attorneys' fees) of retaking, holding, storing,
      processing and preparing for sale, selling, collecting, liquidating and the
      like, and then to the satisfaction of all Secured Obligations. Any sale or
      other
      disposition of the Collateral and the possession thereof by the Lender shall
      be
      in compliance with all provisions of applicable law (including applicable
      provisions of the Uniform Commercial Code). Borrower shall be liable to the
      Lender, and shall pay to the Lender on demand any deficiency which may remain
      after such sale, disposition, collection or liquidation of the Collateral.
      The
      Lender shall remit to Borrower or other party entitled thereto any surplus
      remaining after this Agreement has been terminated in accordance with Section
      22
      hereof.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    11.  ANTI-MARSHALLING
      PROVISIONS. The right is hereby given by the Borrower to the Lender to make
      releases (whether in whole or in part) of all or any part of the Collateral
      agreeable to the Lender without notice to, or the consent, approval or agreement
      of other parties and interests, including junior lienors, which releases shall
      not impair in any manner the validity of or priority of the Liens and security
      interests in the remaining Collateral conferred under such documents, nor
      release Borrower from personal liability for the Secured Obligations hereby
      secured. Notwithstanding the existence of any other security interest in the
      Collateral held by the Lender, the Lender shall have the right to determine
      the
      order in which any or all of the Collateral shall be subjected to the remedies
      provided in this Agreement. The proceeds realized upon the exercise of the
      remedies provided herein shall be applied by the Lender in the manner herein
      provided. The Borrower hereby waives any and all right to require the
      marshalling of assets in connection with the exercise of any of the remedies
      permitted by applicable law or provided herein.

     

    12.  APPOINTMENT
      OF LENDER AS BORROWER'S LAWFUL ATTORNEY. Without limitation of any other
      provision of this Agreement, upon and after an Acceleration Event, the Borrower
      irrevocably designates, makes, constitutes and appoints the Lender (and all
      parties designated by the Lender), as Borrower's true and lawful attorney (and
      agent-in-fact) to take all actions and to do all things required to be taken
      or
      done by Borrower under this Agreement. All acts of the Lender or its designee
      taken pursuant to this Section 12 are hereby ratified and confirmed and the
      Lender or its designee shall not be liable for any acts of omission or
      commission nor for any error of judgment or mistake of fact or law, other than
      as a result of its gross negligence or willful misconduct. This power, being
      coupled with an interest, is irrevocable by Borrower until this Agreement has
      been terminated in accordance with Section 22 hereof.

     

    13.  RIGHTS
      AND REMEDIES CUMULATIVE; NON-WAIVER; ETC. The enumeration of the rights and
      remedies of Lender set forth in this Agreement is not intended to be exhaustive
      and the exercise by Lender of any right or remedy shall not preclude the
      exercise of any other rights or remedies, all of which shall be cumulative,
      and
      shall be in addition to any other right or remedy given hereunder, or under
      any
      other agreement between Borrower and Lender or which may now or hereafter exist
      in law or in equity or by suit or otherwise. No delay or failure to take action
      on the part of Lender in exercising any right, power or privilege shall operate
      as a waiver thereof, nor shall any single or partial exercise of any such right,
      power or privilege preclude other or further exercise thereof or the exercise
      of
      any other right, power or privilege or shall be construed to be a waiver of
      any
      Event of Default. No waiver by a party hereunder shall be effective unless
      it is
      in writing and signed by the party making such waiver, and then only to the
      extent specifically stated in such writing. No course of dealing between
      Borrower and Lender or the Lender's agents or employees shall be effective
      to
      change, modify or discharge any provision of this Agreement or to constitute
      a
      waiver of any Event of Default. Lender shall not have any liability for any
      error, omission or delay of any kind occurring in the handling or liquidation
      of
      the Collateral or for any damages resulting therefrom, other than as a result
      of
      its gross negligence or willful misconduct.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    14.  SUPPLEMENTAL
      DOCUMENTATION. At the Lender's request, the Borrower shall execute and deliver
      to the Lender, at any time or times hereafter, all documents, instruments and
      other written matter that the Lender may request to perfect and maintain
      perfected the Lender's (for the benefit of the Lenders) security interest in
      the
      Collateral, in form and substance acceptable to the Lender, and pay all charges,
      expenses and fees that the Lender may reasonably incur in filing any of such
      documents, and all taxes relating thereto. The Borrower agrees that a carbon,
      photographic, photostatic, or other reproduction of this Agreement or a
      financing statement is sufficient as a financing statement and may be filed
      by
      the Lender in any filing office.

     

    15.  WAIVERS.
      In addition to the other waivers contained herein, the Borrower hereby expressly
      waives, to the extent permitted by law: presentment for payment, demand,
      protest, notice of demand, notice of protest, notice of default or dishonor,
      notice of payments and nonpayments and all other notices and consents to any
      action taken by the Lender unless expressly required by this
      Agreement.

     

    16.  NOTICE.
      Any notice shall be delivered to such party at their respective addresses set
      forth for notices in the Note or such other address as such party shall specify
      to the other parties in writing pursuant to the Note and shall be conclusively
      deemed to have been received at the times specified in the Note.

     

    17.  DEFINITIONS.
      All terms used herein shall be defined in accordance with the appropriate
      definitions appearing in the Uniform Commercial Code as in effect in New York,
      and such definitions are hereby incorporated herein by reference and made a
      part
      hereof.

     

    18.  ENTIRE
      AGREEMENT. This Agreement, together with the Note and the Guaranty Agreement,
      constitutes and expresses the entire understanding between the parties hereto
      with respect to the subject matter hereof, and supersedes all prior agreements
      and understandings, inducements, commitments or conditions, express or implied,
      oral or written, except as herein contained. The express terms hereof control
      and supersede any course of performance or usage of the trade inconsistent
      with
      any of the terms hereof. Neither this Agreement nor any portion or provision
      hereof may be changed, altered, modified, supplemented, discharged, canceled,
      terminated, or amended orally or in any manner other than by an agreement,
      in
      writing signed by the parties hereto.

     

    19.  SEVERABILITY.
      The provisions of this Agreement are independent of and separable from each
      other. If any provision hereof shall for any reason be held invalid or
      unenforceable, such invalidity or unenforceability shall not affect the validity
      or enforceability of any other provision hereof, but this Agreement shall be
      construed as if such invalid or unenforceable provision had never been contained
      herein.

     

    20.  SUCCESSORS
      AND ASSIGNS. This Agreement shall be binding upon the successors and assigns
      of
      the Borrower, and the rights, remedies, powers, and privileges of the Lender
      hereunder shall inure to the benefit of the successors, assigns and heirs of
      the
      Lender; provided, however, that no Borrower shall make any assignment hereof
      without the prior written consent of the Lender.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    21.  COUNTERPARTS.
      This Agreement may be executed in any number of counterparts and all the
      counterparts taken together shall be deemed to constitute one and the same
      instrument.

     

    22.  TERMINATION;
      RELEASE. This Agreement and all obligations of the Borrower hereunder shall
      terminate without delivery of any instrument or performance of any act by any
      party, and the Collateral shall automatically be released from the Liens created
      by this Agreement and all rights to such Collateral shall automatically revert
      to Borrower upon the full satisfaction and cancellation of the Note.
      Notwithstanding the immediately preceding sentence, upon such termination of
      this Agreement, the Lender shall reassign and redeliver such Collateral then
      held by or for the Lender and execute and deliver to Borrower such documents
      as
      Borrower shall reasonably request to evidence such termination.

     

    23.  APPLICABLE
      LAW; JURISDICTION; WAIVER OF JURY TRIAL

     

    THIS
      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. BORROWER HEREBY IRREVOCABLY
      CONSENTS THAT ANY LEGAL ACTION OR PROCEEDING AGAINST BORROWER ARISING OUT OF
      OR
      IN ANY WAY CONNECTED WITH THIS 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 BORROWER HEREBY
      SUBMITS TO THE JURISDICTION AND VENUE OF SUCH COURTS. BORROWER 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 BORROWER. 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]

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    


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

    
      	 	 	 
	 	
              BORROWER:

               

              
                CALL
                  COMPLIANCE, INC.

              

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
	 	Title:
              


    

     

    
      	 	 	 
	 	
              LENDER:

               

              
                NASCAP
                  CORP.

              

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
	 	Title:
              


    

     

    


    
      
         

      

      
        10

        
          

        

      

      
         

      

       

    

    Schedule
      A

    


    Borrower’s
      Location

    


    90
      Pratt
      Oval

    Glen
      Cove, New York 11542