CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

      We consent to the inclusion in this Registration Statement of Compliance
Systems Corporation on Form SB-2 of our report dated April 27, 2006, on the
consolidated financial statements of Compliance Systems Corporation and
Subsidiaries as of December 31, 2005 and for each of the years in the two-year
period then ended. We also consent to the reference to our firm therein as
experts.


/s/ BP Audit Group, PLLC
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BP Audit Group, PLLC
Farmingdale, New York
May 11, 2006