EQUITIES AWARENESS GROUP


Financial Marketing Consulting Services


 


April 4, 2012


 


This letter agreement (“the agreement”) will confirm
our understanding whereby Compliance Systems Corp. herein referred to as (the “Compliance Systems Corp.”
or “Client”) has engaged in a contract with Equities Awareness Group, herein referred to as (“EAG”
or “Provider”).


 


1. Term


A.) The Client hereby retains EAG to provide services listed
below for a period of 1 month(s) starting on April 11, 2012.


 


2. Services


A.) The Client is retaining the services of EAG in order
to assist in its investor relations efforts for COMPLIANCE SYSTEMS CORP. (COPI) in order to increase the investment community’s
awareness of COMPLIANCE SYSTEMS CORP. (COPI).


 


3. Fees and Expenses


A. The Client is to compensate EAG in the amount of $41,000
cash. The total amount of $6,000 will be due on or before April 6, 2012 for Digital Marketing. The remaining $35,000 will be
due on or before April 11, 2012.


B. In addition to the fees payable by the client to EAG
pursuant to the terms of this agreement, the client hereby agrees to pay to EAG all reasonable attorney’s fees and
disbursements, incurred by EAG in collection of its fees payable pursuant to the terms of this agreement.


 


4. Indemnification


A. The client understands that EAG cannot undertake to
verify the accuracy of


Information that the client (or someone on behalf of the client)
provides to EAG, or information included in material that has been prepared by EAG and approved by the client or
COMPLIANCE SYSTEMS CORP. (COPI).


 


B. The client shall protect, defend, indemnify and hold harmless
EAG, and it’s officers, directors, employees, shareholders, representatives, attorneys, accountants and agents from and against
any and all loses, liabilities, claims, counter claims, damages, deficiencies, judgments, demands, actions, proceedings, costs
and expenses (including reasonable attorney’s fees, disbursements and other charges) of every kind and character based upon
or arising out of (i) the breach by the client of any representation or covenant of the client contained herein, or (ii) the performance
of any services provided under this agreement, or any materials, releases, reports or information that the client(or someone on
the client’s behalf) supplies to EAG or prepared by EAG. The client’s agreement to indemnify will survive
the expiration or termination of this agreement.


 


 


Client Initials: _________ Date: __________ Print Name: ______________________


 






    	 



    	 



    
 


C. The client hereby represents warrants and agrees that all
information that it or


Its employees, officers, directors or affiliates (or any person
on the client’s behalf) provides to EAG for dissemination will comply with any and all federal and state securities
laws and the rules and regulations of any applicable self regulating securities association and securities exchange. All such information
will be true and accurate, will fairly represent the COMPLIANCE SYSTEMS CORP. (COPI) situation and will not contain any
misleading information or omit any information which would make the information that was provided materially misleading.


 


 


5. Independent Contractor. EAG and the client understand
and agree that EAG is an independent contractor and is not authorized to obligate or commit the company in any manner.


 


6. Entire Agreement. This agreement constitutes the entire agreement
between EAG and the client with respect to consulting services. This agreement supersedes all prior agreements or understandings
between EAG and the client.


 


7. Amendments. EAG and the client may amend, supersede
or modify this agreement only in writing signed by each of EAG and the client.


 


8. Governing Law. This agreement will be governed and construed
in accordance with the laws of the state of Delaware without regard to any principles of conflicts of law.


 


9. Counterparts. EAG and the client may execute this
agreement in two counterparts, each of which will be considered an original but all of which together will constitute one and the
same instrument.


 


10. No Liability


Equities Awareness Group, LLC is not responsible or liable
for any press releases, articles and stories that are published by third party media sources. Any actions done by third parties
unattached to EAG are not in correlation with any warranty EAG presents. It is not upon EAG’s duty to
be responsible for the actions of third party media sources.


 


If this agreement correctly describes our understanding, please
sign this agreement. A facsimile transmission of this signed agreement shall be legal and binding on all parties hereto. This agreement
shall go into affect upon first date written below:


 


 


 


Client Initials: _________ Date: __________ Print Name: ______________________


 






    	 



    	 



    
 


EQUITIES AWARENESS GROUP:


April 4, 2012


 


EQUITIES AWARENESS GROUP: (electronic Signature accepted for
EAG)


 


Client Business Name: Compliance Systems Corp.:


 


Print Name: ____________________ Position: ________________________
Date: __________


 


Please answer the following questions;


 





	1.	Are you (including you and/or anyone in your immediate household) currently, or have you been within the past 120 days, an Affiliate (officer, director or 10% or greater shareholder) or nominee of Compliance Systems Corp. (COPI)? If so, please provide details.
	 	 
	 	 
	 	 
	2.	What role, if any, have you played in capitalizing the Company? Explain:
	 	 
	 	 
	 	 
	3.	Do you (including you and/or anyone in your immediate household) currently, or have you within the past 120 days, owned any shares of Compliance Systems Corp. (COPI)? If so, please indicate the class of shares owned (i.e., common or preferred), the date(s) said shares were acquired, the amount paid for said shares, whether the shares are subject to any restrictions, including lock-up agreements and/or restrictive legends. If you sold any shares within the past 120 days, state the date and number of shares sold
	 	 
	 	 







 





Please Send Payment to:


Bank of America Bank Address: 481 River Rd Edgewater, NJ 07020






Account Beneficiary- EQUITIES AWARENESS
GROUP


 


115 River Road, Suite 151 Edgewater,
NJ 07020