COMPLIANCE SYSTEMS CORPORATION


                              LOCK-UP AGREEMENT

      The undersigned  hereby agrees that for a period  commencing on November
30, 2005 and expiring on the date that all amounts owed to  Montgomery  Equity
Partners,  Ltd. (the  "Investor"),  or any  successors  or assigns,  under the
Secured  Convertible  Debentures  issued  to  the  Investor  pursuant  to  the
Securities  Purchase  Agreement between  Compliance  Systems  Corporation (the
"Company")  and the  Investor  of even  date  herewith  have  been  paid  (the
"Lock-up  Period"),  he, she or it will not,  directly or indirectly,  without
the prior written  consent of the Investor,  issue,  offer,  agree or offer to
sell,  sell,  grant an option for the purchase or sale of,  transfer,  pledge,
assign,  hypothecate,  distribute  or  otherwise  encumber  or  dispose of any
securities  of  the  Company,  including  common  stock  or  options,  rights,
warrants or other securities  underlying,  convertible  into,  exchangeable or
exercisable  for or  evidencing  any right to  purchase or  subscribe  for any
common stock (whether or not beneficially  owned by the  undersigned),  or any
beneficial  interest  therein  (collectively,   the  "Securities")  except  in
accordance  with  the  volume  limitations  set  forth in Rule  144(e)  of the
General Rules and Regulations under the Securities Act of 1933, as amended.

      In  order  to  enable  the  aforesaid  covenants  to  be  enforced,  the
undersigned  hereby  consents to the placing of legends  and/or  stop-transfer
orders with the transfer  agent of the  Company's  securities  with respect to
any  of  the  Securities   registered  in  the  name  of  the  undersigned  or
beneficially  owned by the  undersigned,  and the undersigned  hereby confirms
the undersigned's investment in the Company.

Dated: November 30, 2005

                                    Signature



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                                    Name: ____________________________________
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