X0303 4 2010-09-30 0 0001206133 COMPLIANCE SYSTEMS CORP COPI 0001493650 Brookstein Barry M. P.O. BOX 6465 CARMEL CA 93921 1 1 1 0 CFO, Secretary Common Stock Purchase Warrants 0.01 2010-09-30 4 J 0 1500000 0.01 A 2010-09-30 2015-09-29 Common Stock 1500000 1500000 D Common Stock Purchase Warrants 0.01 2010-09-30 4 J 0 2250000 0.01 A 2010-09-30 2015-09-29 Common Stock 2250000 2250000 I Owned by Spirits Management, Inc., a corporation of which the Reporting Person is a principal owner. Common Stock Purchase Warrants 0.01 2010-10-01 4 J 0 6000000 0.01 A 2010-10-01 2015-09-30 Common Stock 6000000 6000000 D Common Stock Purchase Warrants 0.01 2010-10-01 4 J 0 225000 0.01 A 2010-10-01 2015-09-30 Common Stock 225000 225000 D The Reporting Person is the record holder of 500,000 shares of Series B Subordinated Convertible Voting Preferred Stock, par value $0.01 per share, of the Issuer, upon which the Issuer has accrued $15,000 of dividends due and payable to the Reporting Person for the 3 months ending September 30, 2010. These Common Stock Purchase Warrants are being issued to the Reporting Person as consideration for the Issuer's inability to pay such accrued dividends due to state law. The Reporting Person is the indirect owner of 750,000 shares of Series B Subordinated Convertible Voting Preferred Stock, par value $0.01 per share, of the Issuer, upon which the Issuer has accrued $22,500 of dividends due and payable to the Reporting Person for the 3 months ending September 30, 2010. These Common Stock Purchase Warrants are being issued to the Reporting Person as consideration for the Issuer's inability to pay such accrued dividends due to state law. The Issuer has been deferring portions of the Reporting Person's salary and it has determined that it is necessary to continue to defer the Reporting Person's salary through the fourth fiscal quarter of 2010. The Reporting Person is deferring all of his $60,000 salary for the fourth quarter of 2010. The Common Stock Purchase Warrants are being issued to the Reporting Person in consideration of the Reporting Person's salary deferral at the rate of 100 warrants for every $1 of salary deferred. The Issuer has failed to pay interest due on a promissory note payable to the Reporting Person and it has determined that it will be necessary to continue to fail to timely pay interest on such promissory note through the three months ending December 31, 2010. The amount of interest that will become payable to the Reporting Person for such three month period of 2010 will be $2,250. The Reporting Person has agreed to defer such interest payments, and the Issuer is issuing such Common Stock Purchase Warrants in consideration of such deferral. Barry M. Brookstein 2010-10-04