Unassociated Document


    Exhibit
      10.68

    


    THE
      INVESTOR RELATIONS GROUP INC.

    LETTER
      OF AGREEMENT

    Date:
      December 11, 2007

    


    Section
      1. Services
      to be Rendered. The
      purpose of this letter is to set forth the terms and conditions on which The
      Investor Relations Group, Inc. (IRG) agrees to provide Compliance Systems Corp.
      (the “Company”)
      a
      comprehensive corporate communications program. These services may include,
      but
      are not limited to: overall management of the corporate communications program;
      designing a corporate fact sheet that can readily be mass produced for
      distribution to brokers, analysts, and other industry personnel; securing
      one-on-one and group appointments with industry professionals for presentations
      by, for, and about Company management; targeted mailings; assistance with
      compiling promotional materials; writing and editing news releases and other
      corporate materials; advice on packaging the Company story; writing pitch
      letters to and solicitation of the appropriate media and press; syndicated
      stories; and, daily update reports* (*see Addendum “A”). The Company represents
      and warrants that it will timely provide any information requested by IRG which
      is necessary to perform such services and further represents and warrants that
      such information shall be accurate.

    


    Section
      2. Engagement
      Period.
      Unless
      sooner terminated as provided herein, the term of this agreement (the
“Engagement
      Period”)
      shall
      commence on December 1, 2007 and shall continue for a period of thirteen (13)
      calendar months. The Company represents that it is duly organized, validly
      existing and in good standing under the laws of its jurisdiction of organization
      and is duly qualified as a foreign corporation and in good standing in all
      jurisdictions in which the nature of its activities requires such qualification.
      The Company further represents to IRG: (1) that it has full power and authority
      to carry on its business as presently or proposed to be conducted and to enter
      into and perform its obligations under this Agreement; (2) that this Agreement
      has been duly authorized by all necessary corporate actions; and (3) that this
      Agreement constitutes the valid and binding obligation of the Company,
      enforceable against the Company in accordance with its terms (except as such
      enforcement may limited by bankruptcy, creditors’ rights laws or general
      principles of equity). 

    


    Section
      3. Fees.
      (a) The
      Company shall pay to IRG for its services hereunder a maintenance fee (the
      “Maintenance
      Fee”)
      of $
      5,000 per month beginning December 1, 2007. The Maintenance Fee shall be payable
      on or before the 1st day of each calendar month which occurs during the
      Engagement Period. In the event that a partial month shall occur during the
      Engagement Period, then the amount of the maintenance Fee for such month shall
      be prorated based upon the number of days in such month which occur during
      the
      Engagement Period. Unless other arrangements have been made and agreed upon
      in
      writing, failure to remit any Maintenance Fee by the 5th
      of the
      month will be considered an event of default under this agreement and IRG shall
      be entitled to immediately cease all services on behalf of the Company until
      such time as payment in full of all amounts due hereunder is made.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (b)
      In
      addition to the Maintenance Fee described in paragraph (a) above, the Company
      also agrees to pay to IRG for its services 5,000,000 shares of the Company’s
      common stock, 4,000,000 of which shares shall be issued in the name of Dian
      Griesel and 1,000,000 of which shares shall be issued in the name of J. Kevin
      Moran, on or before December 31, 2007. IRG hereby acknowledges and agrees,
      for
      itself and on behalf of Ms. Griesel and Mr. Moran: (1) that the Company shall
      be
      under no obligation to register such shares of common stock under the Securities
      Act of 1933, as amended, or under any state “Blue Sky” laws prior to issuance;
      (2) that such shares may not be sold, hypothecated or otherwise transferred
      except pursuant to an effective registration statement covering such shares
      or
      pursuant to an available exemption from such registration; and (3) that all
      certificates evidencing such shares shall bear a restrictive legend to such
      effect. IRG further agrees to promptly supply such investor information, and
      to
      make such further investor representations and warranties, as the Company may
      reasonably require in order to ensure compliance with United States Federal
      and
      state securities laws.

    


    Section
      4. Expenses.
      In
      addition to all other fees payable to IRG hereunder, the Company hereby agrees
      to reimburse IRG for all reasonable out-of-pocket expenses incurred in
      connection with the performance of services hereunder. These out-of-pocket
      expenses shall include, but are not limited to: telephone, photocopying,
      postage, messenger service, clipping service, information retrieval service,
      and
      wire services for news releases. No individual expenses over $500 will be
      expended without first notifying the Company. The Company agrees to remit upon
      the signing of this agreement $10,000 by check or in immediately available
      funds
      to be placed on deposit with IRG and credited to the Company against expenses
      incurred, on a permanent basis, throughout the program. From time to time,
      the
      Company will replenish the expense account as necessary to maintain a balance
      of
      $3,500. The balance of said deposit is fully refundable should the program
      terminate. A running invoice will be maintained of all expenses incurred and
      will be submitted to the Company each month. 

    


    Section
      5. Indemnification.
      Each of
      the Company and IRG agrees to defend, indemnify and hold the other and its
      respective affiliates, stockholders, directors officers, agents, employees,
      successors and assigns (each an "Indemnified
      Person")
      harmless from and against any and all liabilities, obligations, losses, damages,
      penalties, actions, judgments, suits, costs, expenses and disbursements of
      any
      kind whatsoever (including, without limitation, reasonable attorneys' fees)
      which arise solely from the Company's or IRG's (as the case may be) breach
      of
      its obligations hereunder or any representation or warranty made by it herein.
      It is further agreed that the foregoing indemnity shall be in addition to any
      rights that either party may have at common law or otherwise, including, but
      not
      limited to, any right to contribution. 

    


    Section
      6. Termination
      of Agreement.
      (a)
      Subject to paragraph (b) below, either party may terminate this agreement and
      IRG’s engagement hereunder, with or without cause, immediately upon written
      notice given to the other party at any time during the Engagement Period
      hereunder. In such event, all compensation accrued to IRG prior to such
      cancellation, whether in the form of Maintenance Fees, reimbursement for
      expenses or otherwise, will become due and payable immediately upon such
      termination and IRG shall be relieved of any and all further obligation to
      provide any services hereunder. All compensation paid to IRG, whether in the
      form of Maintenance Fees, expenses or otherwise, in excess of amounts accrued
      to
      IRG prior to such termination, will be refunded by IRG to the Company.


          

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (b)
      Notwithstanding anything to the contrary herein contained, the obligations
      of
      the Company under Sections 4, 6 and 7, and the provisions of Sections 9 and
      10,
      and shall survive any termination or breach of this agreement by either party.
      

    


    Section
      7. Solicitation
      of Employees.
      (a) For
      a period commencing two years after the termination of this agreement, neither
      party shall not, directly or indirectly: (1) influence or attempt to influence
      any employee to leave its respective employ; (2) agree to aid any competitor
      or
      customer of each respective party in any attempt to hire any person who was
      employed by either the Company or IRG within the two year period preceding
      termination of this agreement; or (3) solicit or induce any person who was
      employed by the Company or IRG within the two year period preceding the
      termination of this agreement to become employed by the Company.      

    


    (b)
      The
      Company and IRG hereby acknowledge and agree that a breach of the restrictions
      set forth in paragraph (a) above would cause irreparable harm to the parties
      for
      which money damages alone would be inadequate. Accordingly, both the Company
      and
      IRG hereby agree that in such event IRG or the Company shall be entitled to
      seek
      an injunction or other equitable remedy in addition to any other remedies
      available to it at law.

     

    Section
      8. Severability.
      In case
      any provision of this letter agreement shall be invalid, illegal, or
      unenforceable, the validity, legality and enforceability of the remaining
      provisions shall not be affected or impaired thereby.

    


    Section
      9. Consent
      to Jurisdiction.
      This
      agreement shall be governed and construed in accordance with the laws of the
      State of New York without regard to conflicts of laws principles. The parties
      further consent to the exclusive jurisdiction of the State and Federal courts
      located within Nassau County, New York to resolve any dispute arising under
      this
      Agreement, and waive any defense to such jurisdiction based upon inconvenient
      forum. 

    


    Section
      10. Other
      Services.
      If the
      Company desires additional services not provided for in this agreement, any
      such
      additional services shall be covered by a separate agreement between the parties
      hereto.

    


    Section
      11. Entire
      Agreement.
      This
      letter agreement contains the entire agreement of the Company and IRG, and
      supersedes any and all prior discussions and agreements, whether oral or
      written, with respect to the matters addressed herein.

    


    Section
      12. Counterparts.
      This
      letter agreement may executed in two or more counterparts, each of which shall
      be considered an original and all of which, taken together, shall be considered
      as one and the same instrument. 

    


    Please
      evidence your acceptance of the provisions of this letter by signing the copy
      of
      this letter enclosed herewith and returning it to The Investor Relations Group
      Inc., 11 Stone Street, 3rd Floor, New York, NY 10004, Attention: Dian Griesel,
      Ph.D., President & CEO.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	 	Very
              truly yours,
	 	 
	 
 	 
 	 
 
	 	  	 
	 	
              
Dian
              Griesel
	 	
              Founder,
                President and CEO

              The
                Investor Relations Group, Inc.

            




    ACCEPTED
      AND AGREED 

    AS
      OF THE
      DATE FIRST ABOVE WRITTEN:

    


    


    By:_________________________________________

    Name:

    Title:

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    ADDENDUM
      “A”

    


    In
      one
      comprehensive program IRG covers both investor relations and public relations
      needs from the “corporate communications” perspective. Our program includes all
      of the following:

    


    
      	 	
              ·

            	
              Targeted
                one-on-one investor meetings and conference calls with the top nano-,
                micro- and small-cap decision-making analysts and portfolio managers
                of
                corporate, business and family funds, using our proprietary competitive
                analysis approach. We secure a minimum of eight to fifteen-plus meetings
                (road shows) per month, for a total of 150 to 200+ unique meetings
                per
                year per company.

            


    

    
      	 	
              ·

            	
              Introductions
                to open-market and private-placement
                buyers

            


    

    
      	 	
              ·

            	
              Development
                of analyst research coverage and comparable
                inclusion

            


    

    
      	 	
              ·

            	
              Corporate
                message refinement that is flexible, according to ongoing
                developments

            


    

    
      	 	
              ·

            	
              A
                Fact Sheet that is flexible, in terms of ongoing
                developments

            


    

    
      	 	
              ·

            	
              Investor
                presentations in PowerPoint/slide
                formats

            


    

    
      	 	
              ·

            	
              All
                written and edited shareholder communications, such as earnings releases,
                quarterly reports and other
                developments

            


    

    
      	 	
              ·

            	
              Conference
                call coordination, including scripting, Q & A preparation, and all
                details for execution, including
                Webcasting

            


    

    
      	 	
              ·

            	
              Frank
                feedback collected and provided from all types of meetings to help
                fine-tune messaging

            


    

    
      	 	
              ·

            	
              Annual
                report production: writing and assisting in the selection and hiring
                of
                graphic artists, designers and printers for the complete management
                of the
                publication

            


    

    
      	 	
              ·

            	
              Handling
                and screening investor inquiries 

            


    

    
      	 	
              ·

            	
              Nurturing
                relationships with current and potential
                investors

            


    

    
      	 	
              ·

            	
              Mail
                and request fulfillment processing

            


    

    
      	 	
              ·

            	
              Introductions
                in the investment banking world

            


    

    
      	 	
              ·

            	
              Help
                to develop Boards of Directors

            


    

    
      	 	
              ·

            	
              Annual
                meetings- organizing as appropriate

            


    

    
      	 	
              ·

            	
              Peer
                group/industry analysis provided on a regular
                basis

            


    

    
      	 	
              ·

            	
              Perception
                audits gathered from the investment
                community

            


    

    
      	 	
              ·

            	
              Strategic
                planning and implementation

            


    

    
      	 	
              ·

            	
              Corporate
                related stories placed in trade, regional and national
                media

            


    

    
      	 	
              ·

            	
              Coverage
                of your company with media-at-large

            


    

    
      	 	
              ·

            	
              Syndication
                stories and feature feeds to more than 16,000 newspaper and other
                print
                editors nationwide

            


    

    
      	 	
              ·

            	
              Ghost-written/bylined
                white papers and other high-level trade articles
                

            


    

    
      	 	
              ·

            	
              Satellite
                Media Tours booked in the top 20 U.S.
                markets

            


    

    
      	 	
              ·

            	
              Background
                materials (B-roll) production for television, cable and trade
                events

            


    

    
      	 	
              ·

            	
              Media
                training — for road shows, public appearances and
                interviews

            


    

    
      	 	
              ·

            	
              Profiles
                written of CEOs and other top company
                officers

            


    

    
      	 	
              ·

            	
              Crisis
                management plans

            


    

    
      	 	
              ·

            	
              Many
                multiples of millions of dollars of advertising equivalency in public
                relations/media placements

            


    

    
      	 	
              ·

            	
              Clipping
                services — to document media
                coverage