PROMISSORY NOTE

$150,000.00

      FOR VALUE RECEIVED, the undersigned CALL COMPLIANCE, INC. (the
"Borrower"), having an address 90 Pratt Oval, Glen Cove, New York 11542,
promises to pay to the order of HENRY A. PONZIO, (the "Holder") at 446 Main
Street, Unit 15, Old Saybrook, CT 06475, or at such other place as may, from
time to time, be designated in writing by the Holder of this Note, the principal
sum of One Hundred Fifty Thousand and 00/100 ($150,000.00) Dollars (the
"Principal Indebtedness"), on demand, at the rate of fourteen (14%) percent per
annum. Interest shall be paid monthly commencing September 30, 2005.

      All sums payable hereunder are payable in such coin or currency of the
United States of America as at the time of payment shall be legal tender for the
payment of public and private debts. In the event this Note shall be referred to
an attorney for collection of the amount due hereunder, Borrower shall be
responsible to pay all costs of collection, including, without limitation,
reasonable attorneys' fees, court costs and statutory interest charges.

      The time for the repayment of the Principal Indebtedness, and the time for
interest payments as herein stated are of the essence of this Note. If the said
repayment of the Principal Indebtedness, or the accrued interest thereon is not
paid in full within ten (10) days after the stated due dates, then the amount of
the payment due shall bear interest from the due date to the actual date of
payment at the lower of(a) the rate of eighteen (18%) percent per annum computed
from the said due date to the date of actual payment, or (b) the maximum rate of
interest permitted by applicable law.

      The makers and endorsers hereof, jointly and severally, waive (i)
valuation and appraisement, demand, presentment for payment, notice of dishonor,
protest and notice of protest with respect to this Note, and (ii) any right it
may have to demand a trial by jury with respect to the enforcement of, or any
controversy arising under or in any way relating to, this Note.

      This Note and every covenant and agreement herein contained shall be
binding upon Borrower and his successors and assigns, and shall inure TO the
benefit of Holder and his successors and assigns.

      Borrower may repay the Principal Indebtedness in whole or in part,
together with all interest and other charges due hereunder at any time without
premium or penalty.


               This Note may not be changed or terminated orally.



      This Note shall be construed and enforced in accordance with the laws of
the State of New York. The Maker expressly submits and consents to the
jurisdiction of the state and federal courts located in the State of New York,
County of Suffolk, with respect to any claim or demand upon the undersigned
based upon this Note or any amendment or supplement thereto, and the Maker
hereby waives personal service of any summons and complaint or other process of
papers to be issued in any action or proceeding based upon any such claim or
demand, and hereby agree that service of such summons and complaint or process
may be made by registered or certified mail to the Maker at the address set
forth herein. The failure of the Maker to appear or answer within thirty (30)
days after the mailing of such summons, complaint or process shall constitute a
default entitling the Holder to enter a judgment or order as demanded or prayed
for therein to the extent that the Court or duly authorized officer may
authorize or permit.

      IN WITNESS WHEREOF, the undersigned has executed this Note as of the 31st
day of August, 2005.

                                           CALL COMPLIANCE, INC.



                                           De~9'a'~ffl~el
                                    Pm~~s ent


GUARANTEED BY:

COMPLIANCE SYSTEMS CORPORATION



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               This Note may not be changed or terminated orally.