OMNIBUS AMENDMENT AND SECURITIES PURCHASE AGREEMENT

           This OMNIBUS AMENDMENT AND SECURITIES PURCHASE AGREEMENT, dated as of September 18, 2009 (this " Amendment "), is entered into by and among (i) Compliance Systems Corporation , a Nevada corporation (the “ Company ” or the “ Debtor ”), (ii) Spirits Management Inc. (“ Spirits ”), (iii) Barry Brookstein , a natural person (“ Brookstein ”), (iv) Dean Garfinkel , a natural person (“ Garfinkel ”), and (vii) Agile Opportunity Fund, LLC , a Delaware limited liability company, (" Agile " or the “ Investor ” or the “ Secured Party ”).  Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Original Securities Purchase Agreement (as defined below).

WHEREAS , the Company and the Investor entered into a Securities Purchase Agreement, dated as May 6, 2008 (the “ Original Securities Purchase Agreement ”), pursuant to which, among other things, the Investor purchased from the Company Secured Convertible Debentures in an aggregate principal amount of $600,000 (the “ Original Debentures ”) and received from the Company an aggregate of 5,000,000 shares of the common stock, par value $.001 (the “ Common Stock ”), of the Company (the “ Original Incentive Shares ”); and

WHEREAS , in connection with the Original Securities Purchase Agreement, the Company executed a Security Agreement in favor of Agile (the “ Company Security Agreement ”) granting Agile a first priority security interest in the Collateral (as defined therein) to secure the Obligations (as defined therein); and

WHEREAS , in connection with the Original Securities Purchase Agreement, (i) each of Spirits, Brookstein and Garfinkel executed a Limited Non-Recourse Guaranty Agreement in favor of the Investor guaranteeing all obligations of the Company under the Original Debentures (collectively, the “ Guaranty Agreements ”) and (ii) Spirits, Brookstein and Garfinkel executed a Stock Pledge Agreement, dated May 6, 2008 (the “ Pledge Agreement ”), securing their obligations under the Guaranty Agreements by a pledge of shares of preferred stock of the Company owned by them as set forth on Schedule I to the Pledge Agreement; and

WHEREAS , pursuant to an Agreement to Amend and Restate Secured Convertible Debentures, dated as of January 31, 2009 (the “ Amendment Agreement ” ), certain terms of the Original Debentures were amended and restated (the Original Debentures as so amended and restated, the “ Original Amended Debentures ”); and

WHEREAS , the Original Securities Purchase Agreement, the Amendment Agreement, Company Security Agreement, the Guaranty Agreements, the Pledge Agreement and the Original Amended Debentures are collectively referred to herein as the “ Existing Transaction Documents ”; and

WHEREAS , the Company desires to sell to the Investor, and the Investor desires to purchase from the Company, an additional Convertible Debenture and make certain amendments to the Existing Transaction Documents as set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties covenant and agree as follows:

1.            Issuance of New Debenture .

(a)           Subject to the terms and conditions of this Amendment and in reliance on the representations and warranties set forth or referred to herein, at the Closing (as hereinafter defined), the Company shall sell to Agile and Agile shall purchase from the Company a Secured Convertible Debenture in the original principal amount of $100,000 (the “ New Debenture Purchase Price ”), such Secured Convertible Debenture to be in the form attached hereto as Exhibit A (the “ New Debenture ”; and, collectively with the Original Amended Debentures, the " Debentures ") with a maturity date of six months from its date of issue (the “ Maturity Date ”).  The New Debenture, including accrued but unpaid interest thereon, will be convertible into shares of Common Stock at an initial conversion price of $0.05 per share, subject to adjustment as provided therein, at the option of the holder(s) of the New Debenture (the “ New Common Stock Debenture Shares ”).

(b)           In connection with the purchase and sale of the New Debenture hereunder and in addition thereto, the Company agrees to issue to the Investor at the Closing Two Million (2,000,000) shares of Common Stock (the “ New Incentive Shares ”; together with the New Common Stock Debenture Shares, the “ Registrable Shares ”).  The New Debenture and the New Incentive Shares are collectively referred to herein as the “ New Securities ”.

(c)           The closing of the purchase, sale and issuance of the New Securities shall take place at the offices of Westerman Ball Ederer Miller & Sharfstein, LLP (“ WBEMS ”), 170 Old Country Road, Fourth Floor, Mineola, New York 11501, or at such other location as agreed to between the parties, simultaneous with the execution hereof (the " Closing ").  At the Closing:

(i) the Company shall deliver to the Investor the duly executed New Debenture and one or more stock certificates evidencing the number of New Incentive Shares registered in the name of Investor to be delivered pursuant to Section 1(b) hereof against delivery by the Investor to the Company of the New Debenture Purchase Price therefor by wire transfer of immediately avai