0001144204-10-034885 Sample Contracts

COMPLIANCE SYSTEMS CORPORATION Glen Cove, New York 11542 April 16, 2010
Payment Agreement • June 24th, 2010 • Compliance Systems Corp • Communications services, nec • New York

This letter agreement (this “Agreement”) sets forth the terms of our understanding wherein Compliance Systems Corporation, a Nevada corporation (“Compliance”) will make certain payments to Chestnut Cove Development LLC, a New York limited liability company (“Chestnut”) on behalf of Call Compliance, Inc., a New York corporation (the “Company”), a wholly-owned subsidiary of Compliance, and in full satisfaction of the Company’s outstanding obligations under that certain Lease Agreement, dated as of March 20, 2001 for the premises located at 90 Pratt Oval, Glen Cove, New York 11542, and assigned to the Company, as assignee-lessee, on January 26, 2005 (the “Lease”).

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ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • June 24th, 2010 • Compliance Systems Corp • Communications services, nec • New York

This Asset Purchase Agreement, dated April 7, 2010 (this “Agreement”) is entered into by and between Call Compliance.com Inc., a New York corporation (the “Buyer”), and Thomas Joseph Koty, an individual (the “Seller”).

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