Unassociated Document


    Exhibit
      10.67

    


    December
      6, 2007 

    


    Compliance
      Systems Corporation 

    90
      Pratt
      Oval

    Glen
      Cove, New York 11542

    


    Attention:
      Dean Garfinkel

    


    Dear
      Mr.
      Garfinkel:

    


    Please
      accept this correspondence as our written consent under the Section 4(l) of
      the
      Securities Purchase Agreement dated March 8, 2006 by and between Compliance
      Systems Corporation and Montgomery Equity Partners, Ltd. (“Montgomery”)
      (the
“March
      2006 Securities Purchase Agreement”)
      and
      Section 4(k) of the Securities Purchase Agreement dated March 16, 2007 by and
      between Compliance Systems Corporation and YA Global Investments, L.P (f/k/a
      Cornell Capital Partners, LP) (“YA
      Global”)
      (the
“March
      2007 Securities Purchase Agreement”)
      for
      the issuance and sale by the Company of up to $2,500,000.00 of Company’s
      preferred stock convertible into shares of the Company’s common stock at $0.01
      per share, which may be less than the bid price of the Company’s common stock
      immediately prior to its issuance and sale (the “Issuance
      and Sale”).
      

    


    Provided
      however our consent here under is preconditioned on 1) that such Issuance and
      Sale must occur prior to and conclude by December 31, 2007 (the “Issuance
      and Sale Deadline”),
      2)
      that the gross proceeds of such Issuance and Sale must be in an amount no less
      than $1,140,806.18 (the “Issuance
      and Sale Minimum”)
      and 3)
      that the Company must remit no later than December 31, 2007, directly from
      the
      gross proceeds of such Issuance and Sale, to YA Global all
      amounts owed under the convertible debentures issued under the March 2007
      Securities Purchase Agreement, which on December 31, 2007 shall be outstanding
      principal of $647,585.60, outstanding and accrued interest of $171,415.79 and
      a
      redemption premium of $129,517.12 and
      to
      Montgomery all amounts owed under the convertible debentures issued under the
      March
      2006 Securities Purchase Agreement,
      which
      on December 31, 2007 shall be outstanding principal of $150,000, outstanding
      and
      accrued interest of $12,287.67 and a redemption premium of $30,000.


    


    In
      the
      event that the Company shall fail to raise the Issuance and Sale Minimum by
      the
      Issuance and Sale Deadline YA Global’s and Montgomery’s consents provided
      hereunder shall be null and void and the Company shall immediately refund to
      the
      respective investors such amounts raised by the Issuance and Sale and cancel
      the
      shares of the Company’s preferred stock there under. In the event that the
      Company fails to take such action such Issuance and Sale shall be deemed to
      have
      been conducted with out the consent of YA Global and Montgomery and shall
      therefore be a breach by the Company of the covenants under the March 2006
      Securities Purchase Agreement and March 2006 Securities Purchase Agreement,
      respectively.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Please
      accept this correspondence as YA Global’s written notice, pursuant to Section 4
      (m) of the March 2007 Securities Purchase Agreement, electing not to participate
      in the Issuance and Sale. 

     

    This
      written rejection of YA Global’s right of first refusal shall be a one-time
      rejection of YA Global’s right to participate in the specific issuances
      described herein and shall not be deemed a waiver of the “Right
      of First Refusal”
as
      outlined in Section 4 (m) of the March 2007 Securities Purchase
      Agreement.

    


    Lastly,
      this written consent of YA Global and Montgomery shall be a one-time consent
      for
      the specific issuances described herein and shall not be deemed a consent to
      any
      future issuances nor a waiver of the “Restriction
      on the Issuance of Capital Stock”
as
      outlined in Section
      4
      (l) of the March 2006 Securities Purchase Agreement
      and
      Section 4 (k) of the March 2007 Securities Purchase Agreement, respectively.
      

     

    
      	 	
              Very
                truly yours,

            
	 	 
	 	 
	
              Acknowledged
                and Agreed this
                6th
                day of December 2007

            	
              YA
                Global Investments, L.P.

            
	 	
              By:
                Yorkville Advisors, LLC

            
	
              Compliance
                Systems Corporation 

            	
              Its:
                Investment Manager

            
	 	 
	
              By:
                ___________________________

            	
              By: 

            
	
              Name:
                Dean Garfinkel

            	
              Name:
                Mark Angelo 

            
	
              Title:
                Chief Executive Officer

            	
              Title:
                President and Portfolio Manager

            
	 	 
	 	
              Montgomery
                Equity Partners, LP

            
	 	
              By:
                Yorkville Advisors, LLC

            
	 	
              Its:
                Investment Manager

            
	 	 
	 	
              By: 

            
	 	
              Name:
                Mark Angelo

            
	 	
              Title:
                President and Portfolio
                Manager