0001144204-09-035233 Sample Contracts

SECURITY AGREEMENT
Security Agreement • June 30th, 2009 • Compliance Systems Corp • Communications services, nec • New York

This Security Agreement (this “Agreement”), made and entered into June 24, 2009, is by and between Compliance Systems Corporation, a Nevada corporation (“Borrower”), and Henry A. Ponzio, a resident of the State of Connecticut (“Lender”).

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PROMISSORY NOTE EXCHANGE AGREEMENT
Promissory Note Exchange Agreement • June 30th, 2009 • Compliance Systems Corp • Communications services, nec • New York

This Promissory Note Exchange Agreement (this “Agreement”), made and entered into June 24, 2009, is by and between Compliance Systems Corporation, a Nevada corporation (“CSC”), and Barry M. Brookstein, a resident of the State of New York (“Noteholder”).

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