internetmedias1a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1 to

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

INTERNET MEDIA SERVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware	5961	22-3956444
(State or other jurisdiction	(Primary Industrial	(I.R.S. Employer
of Incorporation)	Classification Code)	Identification No.)

1434 6 th Street

Suite 9

Santa Monica, California 90401

(310) 295-1922

(Address, including zip code, and telephone number,

including area code, of registrant's principal executive offices)

Raymond Meyers

Chief Executive Officer

1434 6th Street

Suite 9

Santa Monica, California 90401

(310) 295-1922

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies of all communications, including all communications sent to the agent for

service should be sent to:

Law Office of Gary A. Agron

5445 DTC Pkwy., Suite 520

Greenwood Village, Colorado 80111

(303) 770-7254

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. |X|

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_|

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_|

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective registration statement for the same offering. |_|

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer |_| Accelerated Filer |_| Non-accelerated Filer |_| (Do not check if a small reporting company.) Smaller Reporting Company |X|

CALCULATION OF REGISTRATION FEE

		Proposed MaximumOffering	Proposed Maximum	Amount of
Title of Each Class of	Amount to be	Offering Price Per	Aggregate Offering	Registration
Securities To Be Registered	Registered	Share (1)	Price	Fee(2)(3)

Common Stock	7,500,000	$0.001	$7,500	$6.00

[1] No exchange or OTC market exists for the Registrant's common stock. The offering price was arbitrarily established by the Registrant’s management and does not reflect market value, assets or any established criteria of valuation.

[2] Estimated solely for purposes of calculating the registration fee under Rule 457(c).

[3] Previously paid.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

SUBJECT TO COMPLETION

THE DATE OF THIS PROSPECTUS IS JUNE ___, 2010

INTERNET MEDIA SERVICES, INC.

7,500,000 SHARES OF COMMON STOCK

The 7,500,000 shares of our common stock currently held by Document Security Systems, Inc. (“DSS”), will be distributed pro rata by us to the shareholders of DSS, based upon each DSS shareholder’s beneficial ownership of DSS shares on the record date, which is the close of business (Eastern daylight time) on __________, 2010 (the "Record Date"). For purposes of this registration statement and in connection with the distribution, we valued the shares to be distributed at $.001 per share. We are not paying any commissions or discounts in connection with the distribution. The shares may be illiquid as they are not listed on any national securities exchange nor are the shares quoted on the OTC Bulletin Board or any other quotation service, and no ma rket for the shares may develop. This prospectus covers the distribution of the shares and their resale.

The Offering involves substantial risk. Please see the “Risk Factors” section beginning on page 4.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the prospectus. Any representation to the contrary is a criminal offense.

The information in this prospectus is not complete and may be changed. Holders may not sell, and we may not distribute, these securities until the registration statement and any amendment thereto is filed with the Securities and Exchange Commission and is declared effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

_______________, 2010

TABLE OF CONTENTS

	Page

Summary of our Offering	1
Selected Financial Information	1
Questions and Answers About the Distribution	2
Special Note Regarding Forward-Looking Statements	3
Risk Factors	4
Use of Proceeds	12
Determination of Offering Price	12
Selling Security Holders	13
Plan of Distribution	13
Description of Securities	13
Interest of Named Experts and Counsel	15
Business	15
Market Price of Common Stock and Related Stockholder Matters	20
Management's Discussion and Analysis of Financial Condition and Results of Operations	20
Management	25
Corporate Governance	27
Security Ownership of Certain Beneficial Owners and Management	28
Related Party Transactions	28
Disclosure of Commission Position on Indemnification for Securities Act Liabilities	29
Where You Can Find More Information	29
Financial Statements	F-1

SUMMARY OF OUR OFFERING

OUR BUSINESS

Internet Media Services, Inc., is an Internet media company that acquires, builds, markets, and monetizes branded Web-based businesses. We operate our branded Websites within discrete vertical business channels allowing us to utilize cross-promotion marketing activities between our Websites within a channel. Currently, we operate one Website within one business channel.

We are building our business around the identification, evaluation and cost-effective acquisition of under-valued Websites. We primarily seek to acquire Web businesses that serve the small and mid-sized businesses since we feel that market segment offers the best opportunity for cost-effective revenue growth. On October 8, 2009, we completed our first vertical channel acquisition in the legal channel with the asset purchase of the Web property LegalStore.com from Document Security Systems, Inc. in exchange for 7,500,000 shares of our common stock, which we agreed to issue pro rata to the shareholders of DSS.

We were incorporated in March 2007 as a Delaware corporation and refer to ourself herein as “we”, “us”, the “Company” or “IMS.” We conduct our operations in Rochester, New York and Santa Monica, California. Our corporate office is located at 1434 6 th Street, Suite 9, Santa Monica, CA 90401 and our telephone number is (310) 295-1922. Our website addresses are www.internetmediaservices.com and www.legalstore.com . Information contained on our websites is not a part of this prospectus.

THE OFFERING

We intend to distribute to the shareholders of DSS , on a pro rata basis, an aggregate of 7,500,000 shares of our common stock currently held by DSS based upon each DSS shareholder’s beneficial ownership of DSS shares on the Record Date (_____________). The distribution will be pro rata and the shareholders will not be required to pay any type of consideration in order to participate.

SELECTED FINANCIAL DATA

The following financial information summarizes the more complete historical financial information at the end of this prospectus.

	As of March 31, 2010			As of December 31, 2009

Balance Sheet
Total Assets	$	343,479		$	349,192
Total Liabilities	$	128,811		$	60,363
Shareholders Equity	$	214,668		$	288,829

	Three Months Ended			Year Ended
	March 31, 2010			December 31, 2009 (1)

Statement of Operations
Revenue	$	154,280		$	111,022
Cost of Revenue	$	68,207		$	80,983
Operating Expense	$	160,234		$	104,211
Net (Loss)	$	(74,161	)	$	( 74,172	)

(1) The Company’s operation began at the date of acquisition of LegalStore.com, October 8, 2009.

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QUESTIONS AND ANSWERS ABOUT THE DISTRIBUTION

WHY IS THE DISTRIBUTION STRUCTURED AS A DIVIDEND, RETURN OF CAPITAL, OR CAPITAL GAIN?

We will distribute to the shareholders of DSS, pro rata, 7,500,000 shares of our common stock currently held by DSS in connection with our asset purchase of LegalStore.com from DSS. This distribution may constitute either a dividend, return of capital, or capital gain to DSS shareholders. You should consult your tax advisor.

HOW WILL THE DISTRIBUTION OCCUR?

We will distribute to those shareholders owning shares of DSS common stock all 7,500,000 shares of our common stock currently held by DSS.

HOW MANY SHARES OF OUR COMMON STOCK WILL I RECEIVE?

You will receive shares of our common stock based upon your beneficial ownership of DSS shares on the Record Date.

WHAT IS THE RECORD DATE FOR THE DISTRIBUTION?

The record date for stockholders entitled to receive shares of our common stock is __________________.

WHAT IS THE DISTRIBUTION DATE?

We intend to distribute our shares as soon as possible following the effective date of this registration statement.

WHAT IF I WANT TO SELL MY INTERNET MEDIA SERVICES SHARES?

You should first consult your financial advisor. Currently, there is no public market for our common stock, and there can be no assurance that any public market will develop in the future.

WILL THE NUMBER OF SHARES OF COMMON STOCK I OWN IN DSS CHANGE AS A RESULT OF THE DISTRIBUTION?

No. The number of shares of DSS that you own will not change as a result of the distribution.

ARE THERE RISKS TO OWNING SHARES OF OUR COMMON STOCK?

Yes. Our business is subject to risks which are set forth in this prospectus.

WHAT ARE THE REASONS FOR THE DISTRIBUTION?

On October 8, 2009, we purchased certain assets of the LegalStore.com from DSS in exchange for 7,500,000 shares of our common stock currently held by DSS, which will be registered and issued to DSS shareholders.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The Securities and Exchange Commission encourages companies to disclose forward-looking information so that investors can better understand a company's future prospects and make informed investment decisions. This prospectus contains such "forward-looking statements." These statements may be made directly in this prospectus, and they may also be made a part of this prospectus by reference to other documents filed with the Securities and Exchange Commission, which is known as "incorporation by reference."

Words such as "may," "anticipate," "estimate," "expects," "projects," "intends," "plans," "believes" and words and terms of similar substance used in connection with any discussion of future operating or financial performance identify forward-looking statements. All forward-looking statements are management's present expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Forward-looking statements might include one or more of the following:

o Anticipated results of operations;

o Anticipated pricing of goods and services;

o Anticipated market demand;

o Description of plans or objectives of management for future operations;

o Forecasts of future economic performance; and

o Descriptions or assumptions underlying or relating to any of the above items.

In light of these assumptions, risks and uncertainties, the results and events discussed in the forward-looking statements contained in this prospectus or in any document incorporated by reference might not occur. Investors are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this prospectus or the date of the document incorporated by reference in this prospectus. We are not under any obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise. All subsequent forward-looking statements attributable to us or to any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained o r referred to in this section.

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RISK FACTORS

Investors should carefully consider the risks described below before making an investment decision. If any of the following risks actually occur, our business could be materially adversely affected. In such case, we may not be able to proceed with our planned operations and your investment may be lost entirely. The securities offered hereby should only be acquired by persons who can afford to lose their entire investment without adversely affecting their standard of living or financial security.

Risks Related to the Company

We have a limited operating history and may not be able to achieve financial or operational success.

We were founded in March 2007, and we initiated our first operating business by acquiring LegalStore.com in October 2009. We have a limited operating history with respect to this or any newly acquired business. As a result, we may not be able to achieve sustained financial or operational success, given the risks, uncertainties, expenses, delays and difficulties associated with an early-stage business in an evolving market.

Economic conditions could reduce our revenue and adversely affect our customers and our working capital.

The U.S. economy has been in a downward cycle that began in 2007 and substantially deepened in 2008. As most, if not all, of our proposed vertical segments rely on Internet generated sales of goods and services, or Internet revenue generated through the sales of online advertising, the reduced consumer and advertiser demand resulting from the economic downturn may negatively affect our revenues or negatively impact our ability to grow our revenues. We cannot predict when the current economic downturn will end or reverse. There also could be a number of follow-on effects from the credit crisis and current economic environment on our business, including insolvency of customers and the inability for us to raise additional working capital economically to support the growth of our operations.

Our growth strategy includes acquisitions that entail significant execution, integration and operational risks.

We are pursuing a growth strategy based in part on acquisitions, with the objective of creating a combined company that we believe can achieve increased cost savings and operating efficiencies through economies of scale especially in the integration of administrative services. We closed on our first acquisition in October 2009. We will seek to make additional acquisitions in the future to increase our revenue.

This growth strategy involves significant risks. There is significant competition for acquisition targets in our markets. Consequently, we may not be able to identify suitable acquisitions or may have difficulty finding attractive businesses for acquisition at reasonable prices. If we are unable to identify future acquisition opportunities, reach agreement with such third parties or obtain the financing necessary to make such acquisitions, we could lose market share to competitors who are able to make such acquisitions. This loss of market share could negatively impact our business, revenues and future growth.

We may be unable to achieve benefits from any acquisitions.

Even if we are able to complete acquisitions, we may be unable to achieve the anticipated benefits of a particular acquisition, the anticipated benefits may take longer to realize than expected, or we may incur greater costs than expected in attempting to achieve anticipated benefits.

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Any acquisition we make exposes us to risks.

Any acquisition we make carries risks which could result in an adverse effect on our financial condition. These risks include:

□

diversion of our attention from normal daily operations of our business to acquiring and assimilating new website businesses;

	□	the use of substantial portions of any cash we have available;
	□	failure to understand the needs and behaviors of users for a newly acquired website or other product;

□

redundancy or overlap between existing products and services, on the one hand, and acquired products and services, on the other hand;

□

difficulty assimilating operations, technologies, products and policies of acquired businesses; and

□

assuming liabilities, including unknown and contingent liabilities, of acquired businesses.

If any of our relationships with Internet search websites terminate or if such websites’ methodologies are modified, traffic to our websites and corresponding consumer origination volumes could decline.

We depend in part on various Internet search websites, such as Google, MSN and Yahoo!, and other websites to direct a significant amount of traffic to our websites and to generate customer referrals for our customer referral activities. Search websites typically provide two types of search results, algorithmic and purchased listings. Algorithmic listings cannot be purchased and, instead, are determined and displayed solely by a set of formulas designed by search engine companies. Other listings can be purchased and are displayed if particular word searches are performed on a search engine. We rely primarily on algorithmic search results to direct a substantial share of the visitors to our websites and the advertiser customers we serve.

Our ability to maintain the flow of visitors directed to our websites by search websites and other Internet websites is not entirely within our control. For example, search websites frequently revise their algorithms in an attempt to optimize their search result listings. Changes in the methodologies used by search websites to display results could cause our websites to receive less favorable placements, which could reduce the number of users who link to our websites from these search websites. Any reduction in the number of users directed to our websites would negatively affect our ability to earn revenue. If traffic on our websites declines, we may need to resort to more costly sources to replace lost traffic, and such increased expense could adversely affect our business and profitability.

Increases in the price of online marketing or the modification or termination of our relationships with Internet search websites and other Internet websites could have a negative impact on our revenues, margins and customer referrals.

Prices charged to us for online marketing have increased as a result of increased demand for advertising inventory, which has caused our advertising expenses to increase and our margins to decline. Our advertising contracts with online search engines and other Internet websites are typically short-term. If one or more Internet search websites or other Internet websites on which we rely for marketing modifies or terminates its relationship with us, our marketing expenses could further increase, the amount of website traffic and the number of customer referrals we generate could decrease, and our related revenues or margins could decline. As the number of customer referrals that we require to meet customer demand has increased, we have increased our levels of marketing to meet those requireme nts. However, we cannot assure you that an increase in marketing will result in an increase in customer referrals.

We expect to face increasing competition that could result in a loss of users and reduced profit margins.

The market within our designated vertical channels is anticipated to be highly competitive, and we expect competition to significantly increase in the future. We compete or intend to compete with a wide variety of companies and web-based services, including well established websites. We also anticipate that a number of companies are or will be attempting to enter the vertical channels we have identified, either directly or indirectly, some of which may become significant competitors in the future. As we broaden our services and evolve into a multi-channel company, we may be faced with increasing competition within each vertical channel we are in.

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Some of our competitors have longer operating histories, greater name and brand recognition, larger user bases, significantly greater financial, technical, sales and marketing resources, and engage in more extensive research and development than we do. We anticipate some of our competitors will also have lower customer acquisition costs than we do and offer a wider variety of services. If our competitors are more successful than we are in attracting customers, our ability to maintain a large and growing customer base will be adversely affected.

More intense competition could also require us to increase our marketing expenditures, thereby reducing our profit margins and any profitability.

If we are unable to compete effectively, our business, revenues and future growth may suffer.

We contend with a variety of Internet and traditional offline competitors. Many of our current and potential online and traditional store-based or print publication-based competitors have longer operating histories, more industry experience, larger customer or user bases, greater brand recognition and significantly greater financial, marketing and other resources than we do. These current and potential competitors may be able to devote substantially greater resources to Internet websites and systems development than we can, including through acquisitions, investments and joint ventures. Our competitors may also be able to secure products from vendors on more favorable terms, fulfill customer orders more efficiently, adopt more aggressive pricing or devote more resources to marketing and promotional campaigns. In add ition, traditional store-based and print publication-based retailers are able to offer customers the experience to see and feel products in a manner that is not possible over the Internet.

We cannot assure you that we will be able to compete successfully against current or future competitors. Competitive pressures may result in increased marketing costs, decreased prices for our advertising products and services, and decreased website traffic and loss of market share, which would adversely affect our business, revenues and future growth.

If we are not successful in increasing the number of our customers or having customers actively engage in revenue producing activities through our websites, products and services, our business and financial results will suffer.

The success of our business depends upon our ability to increase our base of customers actively engaged in revenue generating activities through our websites, products or services. Our ability to increase our base of customers is dependent upon attracting new customers to our websites. We may not be able to increase the level of new customers visiting our websites. Failure to increase or maintain our base of customers would reduce our revenue and our ability to implement our strategies.

Our success is dependent upon our ability to enhance the quality and scalability of our various products and services in a changing environment. If we are unable to do so, we may be unable to generate revenue growth.

Our customers use a wide variety of constantly changing hardware and software. We will continue to invest significant resources to develop products and services for new or emerging software and hardware platforms that may develop from time to time. However, there is a risk that a new hardware or software platform for which we do not provide products or services could rapidly grow in popularity. As a result, we may not be in a position to develop products or services for such platforms or may be late in doing so. If we fail to introduce new products or services that address the needs of emerging market segments or if our new products or services do not achieve market acceptance as a result of delays in development or other factors, our future growth and revenue opportunity could suffer.

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If we are unable to develop new or enhanced features or fail to predict or respond to emerging trends, our revenue and any profitability will suffer.

Our future success will depend in part on our ability to modify or enhance our website features to meet user’s demands, add features and address technological advancements. If we are unable to predict preferences or industry changes, or if we are unable to modify our website features in a timely manner, we may lose members. New features may be dependent upon our obtaining needed technology or services from third parties, which we may not be able to obtain in a timely manner, upon terms acceptable to us, or at all. We spend significant resources developing and enhancing our features. However, new or enhanced features may have technological problems or may not be accepted by users. If we are unable to successfully develop, acquire or implement new features or enhance our existing features in a timely and cost-effective manner, our re venue and any profitability will suffer.

We do not currently maintain redundant capabilities and a catastrophic event could result in a significant disruption of our services.

Our computer equipment and the telecommunications infrastructure of our third-party network provider are vulnerable to damage from fires, earthquakes, floods, power loss, telecommunications failures, terrorism and similar events. Our servers are also vulnerable to computer viruses, worms, physical and electronic break-ins, sabotage and similar disruptions from unauthorized tampering of our computer systems. We do not currently maintain redundant capabilities and a catastrophic event could result in a significant and extended disruption of our services. Currently, we do not have a disaster recovery plan to address these and other vulnerabilities. As a result, it would be difficult to operate our business in the event of a disaster. Any prolonged disruption of our services due to these, or other events, would severely impact or shut down o ur business. We do not carry earthquake or flood insurance, and the property, business interruption and other insurance we do carry may not be sufficient to cover, if at all, losses that may occur as a result of any events which cause interruptions in our services.

If we fail to develop and diversify our website features, functionality and product and service offerings, we could lose market share.

Internet content, user tools and business models are evolving rapidly due to low barriers to entry and continuous technology innovations. To remain competitive, we must continue to improve the ease of use, responsiveness, functionality and features of our websites, develop content, new products and services, and continually improve the consumer’s purchasing experience. The time, expense and effort associated with such development may be greater than anticipated, and any features, functions, and products and services actually developed and introduced may not achieve consumer or advertiser acceptance or enhance user loyalty. Furthermore, our efforts to meet changing customer needs may require the development or licensing of increasingly complex technologies at great expense. If we are unable to develop and bring to market additional features, functions, content, products and services, we could lose market share to competitors, which could negatively impact our business, revenues and future growth.

Technological advances and changes in customer demands or industry standards could result in increased costs or render our products and services obsolete or less competitive.

The market for our products and services is characterized by rapid technological advances, changes in customer requirements, changes in protocols and evolving industry standards. Our efforts to keep up with such advances, requirements, protocol and standards may lead to increased product and service development costs and costly changes to our procedures and methodologies. If we fail in such efforts, our products and services may become obsolete or less competitive. There is no assurance that we will be successful in keeping up with technological advances and changes in customer demands and industry standards, and our failure to do so may have a negative impact on our business, prospects and financial condition.

If we are unable to obtain or maintain key website addresses, our ability to operate and grow our business may be impaired.

Our website addresses, or domain names, are critical to our business. However, the regulation of domain names is subject to change, and it may be difficult for us to prevent third parties from acquiring domain names that are similar to ours, that infringe our trademarks or that otherwise decrease the value of our brands. If we are unable to obtain or maintain key domain names for the various areas of our business, our ability to operate and grow our business may be impaired.

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Assertions by any third party that we infringe its intellectual property could result in costly and time-consuming litigation, expensive licenses or the inability to operate as planned.

The software and technology industries are characterized by the existence of a large number of patents, copyrights, trademarks and trade secrets and by frequent litigation based on allegations of infringement or other violations of intellectual property rights. As we face increasing competition, the possibility of intellectual property rights claims against us may grow. Our services or technologies may not be able to withstand third-party claims or rights restricting their use. Companies, organizations or individuals, including our competitors, may hold or obtain patents or other proprietary rights that would prevent, limit or interfere with our ability to provide our services or develop new services and features, which could make it more difficult for us to operate our business.

If we are determined to have infringed upon a third party’s intellectual property rights, we may be required to pay substantial damages, stop using technologies or services found to be in violation of a third party’s rights or seek to obtain a license from the holder of the infringed intellectual property right, which license may not be available on reasonable terms, or at all, and may significantly increase our operating expenses or may require us to restrict our business activities in one or more respects. We may also be required to develop alternative non-infringing technologies or services that could require significant effort and expense or may not be feasible. In the event of a successful claim of infringement against us and our failure or inability to obtain a license to the infringed technology or service, our busines s and results of operations could be harmed.

Our business will be adversely affected if we are unable to protect our intellectual property rights from unauthorized use or infringement by third-parties.

We rely on a combination of trademark, patent, trade secret and copyright law, license agreements and contractual restrictions, including confidentiality agreements and non-disclosure agreements with employees, contractors and suppliers, to protect our proprietary rights, all of which provide only limited protection.

In addition, effective patent, trademark, copyright and trade secret protection may not be available in every country in which our technologies and services are available. Legal standards relating to the validity, enforceability and scope of protection of intellectual property rights in Internet-related industries are uncertain and still evolving.

Government regulations and legal uncertainties concerning the Internet could hinder our business operations.

□

user privacy;

□

freedom of expression;

□

information security;

□

pricing, fees and taxes;

□

content and the distribution of content;

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□

intellectual property rights;

□

characteristics and quality of products and services;

□

taxation; and

□

online advertising and marketing, including email marketing and unsolicited commercial email.

There can be no assurance that future laws will not impose taxes or other regulations on Internet commerce, which could substantially harm our business, results of operations and financial condition. The nature of such laws and regulations and the manner in which they may be interpreted and enforced is uncertain. The adoption of additional laws or regulations, either domestically and abroad, may decrease the popularity or impede the expansion of Internet marketing, restrict our present business practices, require us to implement costly compliance procedures or expose us and/or our customers to potential liability, which, in turn, could adversely affect our business. Furthermore, the applicability of existing laws to the Internet is unsettled with regard to many important issues, including intellectual property rights, export of encryptio n technology, personal privacy, libel and taxation. It may take years to determine whether and how such existing and future laws and regulations apply to us. If we are required to comply with new regulations or new interpretations of existing regulations, or if we are unable to comply with these regulations, our business could be harmed.

Changes in the legal regulation of the Internet may have specific negative effects on our business and operating results. For example, we may be considered to “operate” or “do business” in states where our customers conduct their business, resulting in regulatory action. Alternatively, we may be subject to claims under state consumer protection statutes if our customers are dissatisfied with the quality of our services, customer referrals or contract cancellation policies. These claims could result in monetary fines or require us to change the manner in which we conduct our business, either of which could adversely affect our business and operating results. Any of these types of claims, regardless of merit, could be time-consuming, harmful to our reputation and expensive to litigate or settle.

The increased security risks of online advertising and e-commerce may cause us to incur significant expenses and may negatively impact our credibility and business.

A significant prerequisite of online commerce, advertising, and communications is the secure transmission of confidential information over public networks. Concerns over the security of transactions conducted on the Internet, consumer identity theft and user privacy have been significant barriers to growth in consumer use of the Internet, online advertising, and e-commerce. A significant portion of our sales is billed directly to our customers’ credit card accounts. We rely on encryption and authentication technology licensed from third parties to effect secure transmission of confidential information. Encryption technology scrambles information being transmitted through a channel of communication to help ensure that the channel is secure even when the underlying system and network infrastructure may not be secure. Authentication t echnologies, the simplest example of which is a password, help to ensure that an individual user is who he or she claims to be by “authenticating” or validating the individual’s identity and controlling that individual’s access to resources. Despite our implementation of security measures, however, our computer systems may be potentially susceptible to electronic or physical computer break-ins, viruses and other disruptive harms and security breaches. Advances in computer capabilities, new discoveries in the field of cryptography or other developments may specifically compromise our security measures. Any perceived or actual unauthorized disclosure of personally identifiable information regarding website visitors, whether through breach of our network by an unauthorized party, employee theft or misuse, or otherwise, could harm our reputation and brands, substantially impair our ability to attract and retain our audiences, or subject us to claims or litigation arising from damages suff ered by consumers, and thereby harm our business and operating results. If consumers experience identity theft after using any of our websites, we may be exposed to liability, adverse publicity and damage to our reputation. To the extent that identity theft gives rise to reluctance to use our websites or a decline in consumer confidence in financial transactions over the Internet, our businesses could be adversely affected. Alleged or actual breaches of the network of one of our business partners or competitors whom consumers associate with us could also harm our reputation and brands. In addition, we could incur significant costs in complying with the multitude of state, federal and foreign laws regarding the unauthorized disclosure of personal information. For example, California law requires companies that maintain data on California residents to inform individuals of any security breaches that result in their personal information being stolen. Because our success depends on the acceptance of online servi ces and e-commerce, we may incur significant costs to protect against the threat of security breaches or to alleviate problems caused by such breaches. Internet fraud has been increasing over the past few years, and fraudulent online transactions, should they continue to increase in prevalence, could also adversely affect the customer experience and therefore our business, operating results and financial condition.

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We depend on key management, technical and marketing personnel for continued success.

Our success and future growth depend, to a significant degree, on the skills and continued services of our management team, including Raymond Meyers, our Chief Executive Officer, and Michael Buechler, our Executive Vice president. Our ongoing success also depends on our ability to identify, hire and retain skilled and qualified technical and Internet marketing personnel in a highly competitive employment market. As we develop and acquire new products and services, we will need to hire additional employees. Our inability to attract and retain well-qualified managerial, technical and Internet sales and marketing personnel may have a negative effect on our business, operating results and financial condition.

We may be required to seek additional funding, and such funding may not be available on acceptable terms or at all.

We may need to obtain additional funding due to a number of factors beyond our expectations or control, including a shortfall in revenue, increased expenses, increased need for working capital due to growth, increased investment in capital equipment or the acquisition of businesses, services or technologies. If we do need to obtain funding, it may not be available on acceptable terms or at all. If we are unable to obtain sufficient funding, our business would be harmed. Even if we were able to find outside funding sources, we might be required to issue securities in a transaction that could be highly dilutive to our investors or we may be required to issue securities with greater rights than the securities we have outstanding today. We may also be required to take other actions that could lessen the value of our common stock, including b orrowing money on terms that are not favorable to us. If we are unable to generate or raise capital that is sufficient to fund our operations, we may be required to curtail operations, reduce our services, defer or cancel expansion or acquisition plans or cease operations in certain jurisdictions or completely.

Risks Related to our Securities

Our common stock is not listed on any stock exchange and may be extremely illiquid.

We intend to seek to list our common stock for quotation on the OTC Bulletin Board. There can be no assurance that the shares will be quoted on the Bulletin Board and, even if quoted, there may be extremely limited or no trading activity. Accordingly, the shares may be extremely illiquid.

Our common stock may be considered “penny stock”, further reducing its liquidity.

Our common stock may be considered “penny stock”, which will further reduce the liquidity of our common stock. Our common stock is likely to fall under the definition of “penny stock,” trading in the common stock is limited because broker-dealers are required to provide their customers with disclosure documents prior to allowing them to participate in transactions involving the common stock. These disclosure requirements are burdensome to broker-dealers and may discourage them from allowing their customers to participate in transactions involving our common stock, thereby further reducing the liquidity of our common stock.

"Penny stocks” are equity securities with a market price below $5.00 per share other than a security that is registered on a national exchange, included for quotation on the NASDAQ system or whose issuer has net tangible assets of more than $2,000,000 and has been in continuous operation for greater than three years. Issuers who have been in operation for less than three years must have net tangible assets of at least $5,000,000.

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Rules promulgated by the Securities and Exchange Commission under Section 15(g) of the Exchange Act require broker-dealers engaging in transactions in penny stocks, to first provide to their customers a series of disclosures and documents including:

	□	A standardized risk disclosure document identifying the risks inherent in investment in penny stocks;
	□	All compensation received by the broker-dealer in connection with the transaction;

□

Current quotation prices and other relevant market data; and o Monthly account statements reflecting the fair market value of the securities.

These rules also require that a broker-dealer obtain financial and other information from a customer, determine that transactions in penny stocks are suitable for such customer and deliver a written statement to such customer setting forth the basis for this determination.

Our directors and executive officers will continue to exert significant control over our future direction, which could reduce the sale value of our Company.

Upon completion of the distribution, members of our Board of Directors and our executive officers will own 65.02% of our outstanding common stock. Accordingly, these stockholders, if they act together, will be able to control all matters requiring approval of our stockholders, including the election of directors and approval of significant corporate transactions. This concentration of ownership, which could result in a continued concentration of representation on our Board of Directors, may delay, prevent or deter a change in control and could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our assets.

Investors should not anticipate receiving cash dividends on our common stock, thereby depriving investors of yield on their investment.

We have never declared or paid any cash dividends or distributions on our common stock and intend to retain future earnings, if any, to support our operations and to finance expansion. Therefore, we do not anticipate paying any cash dividends on the common stock in the foreseeable future. Such failure to pay a dividend will deprive investors of any yield on their investment in our common stock.

Our indemnification of officers and directors and limitations on their liability could limit our recourse against them.

Our Certificate of Incorporation and Bylaws contain broad indemnification and liability limiting provisions regarding our officers, directors and employees, including the limitation of liability for certain violations of fiduciary duties. Shareholders therefore will have only limited recourse against these individuals.

If we fail to implement and maintain proper and effective internal controls and disclosure controls and procedures, our ability to produce accurate and timely financial statements and public reports could be impaired, which could adversely affect our operating results, our ability to operate our business and investors’ views of us.

We must ensure that we have adequate internal financial and accounting controls and procedures in place so that we can produce accurate financial statements on a timely basis. We will be required to spend considerable effort establishing and maintaining our internal controls, which will be costly and time-consuming and will need to be re-evaluated frequently. We are in the process of documenting, reviewing and, if appropriate, improving our internal controls and procedures in anticipation of being a reporting company and eventually being subject to Section 404 of the Sarbanes-Oxley Act of 2002, which will require annual management assessments of the effectiveness of our internal control over financial reporting. Under current regulations, we expect that the first year for this assessment will be fiscal 20 11. As we begin the assessment process in anticipation of being subject to these Section 404 requirements and, as part of that documentation and testing, we may identify areas for further attention and improvement. We are in the process of developing disclosure controls and procedures designed to ensure that information required to be disclosed by us in our public reports and filings is recorded, processed, summarized and reported within the time periods specified by applicable SEC rules and forms.

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Implementing any appropriate changes to our internal controls and disclosure controls and procedures may entail substantial costs to modify our existing financial and accounting systems and internal policies, take a significant period of time to complete, and distract our officers, directors and employees from the operation of our business. These changes may not, however, be effective in establishing or maintaining the adequacy of our internal controls or disclosure controls, and any failure to maintain that adequacy, or a consequent inability to produce accurate financial statements or public reports on a timely basis, could materially adversely affect our business. Further, investors’ perceptions that our internal controls or disclosure controls are inadequate or that we are unable to p roduce accurate financial statements may seriously affect the price of our common stock.

We have additional common stock and preferred stock available for issuance, which, if issued, could adversely affect the rights of the holders of our common stock.

Our Certificate of Incorporation authorizes the issuance of up to 25,000,000 shares of our common stock and up to 10,000,000 shares of preferred stock. The common stock and the preferred stock can be issued by the Board of Directors, without stockholder approval. Any future issuances of common stock, an increase in the authorized shares of common stock or preferred stock would further dilute the percentage ownership of the Company held by our investors.

USE OF PROCEEDS

The shares included in this registration statement are currently owned by DSS in connection with our purchase of LegalStore.com and will be distributed pro rata to the shareholders of DSS as of the Record Date. We will not receive any proceeds from the sale of the shares offered by this prospectus. Accordingly, we will not generate proceeds from this Offering to fund any acquisitions.

DETERMINATION OF OFFERING PRICE

There is no established public market for the shares of common stock being registered. As a result the offering price of the shares of common stock offered hereby has been arbitrarily determined by us to be $0.001 per share, and does not necessarily bear any relationship to assets, earnings, book value or any other objective criteria of value. In addition, no investment banker, appraiser or other independent third party has been consulted concerning the offering price for the shares or the fairness of the offering price. For purposes of this registration statement and in connection with the distribution, we have based our determination of a value of $.001 per share distributed due to the fact that we are a start-up company with negl igible revenue and there is no market for the common stock we intend to distribute, nor is it quoted or traded on any exchange and is accordingly, highly illiquid. Moreover, our ability to remain in business requires us to either raise debt or equity capital or generate profitability, none of which can be assured. We valued the 7.5 million shares issued to DSS that we agreed to register and distribute in order to acquire Legalstore.com at a higher price ($.047 per share) for financial statement purposes because we had no activity or operating assets prior to the acquisition and the cash consideration paid for the common stock issued to the founders prior to the acquisition was based on par value and not a reliable indication of fair value. Therefore, we determined that the fair value of the interest in LegalStore.com to be a more reliable measure of fair value of the asset purchase for financial statement purposes in accordance with US GAAP. We did not ut ilize an outside appraisal service, but performed the calculations internally using historical financial information provided by seller. We valued LegalStore.com using a discounted cash flow model. In determining the value under the discounted cash flow, the Company utilized a growth rate for revenue of 9% in year 2010 and 2011, 7% in 2012 and 6% in 2013 and 2014 and a growth rate for expenses of 9% in 2010, 12% in 2011, and 6% in years 2012 through 2014. In addition, the Company used a discount rate of 17.85% and a tax rate of 37%. The discount rate was determined utilizing a weighted average cost of capital approach.

Using the discounted cash flow model method, the fair value of LegalStore.com at time of acquisition was $350,000 or $.047 per IMS share issued ($350,000 divided by 7.5 million shares).

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SELLING SECURITY HOLDERS

We intend to distribute all 7,500,000 shares currently held by DSS being registered hereby to the DSS shareholders on a pro rata basis.

PLAN OF DISTRIBUTION

The securities to be registered will be distributed by us to DSS shareholders as of the Record Date on a pro rata basis.

Our common stock may be considered “penny stock”, further reducing its liquidity.

Penny stocks” are equity securities with a market price below $5.00 per share other than a security that is registered on a national exchange, included for quotation on the NASDAQ system or whose issuer has net tangible assets of more than $2,000,000 and has been in continuous operation for greater than three years. Issuers who have been in operation for less than three years must have net tangible assets of at least $5,000,000.

	□	A standardized risk disclosure document identifying the risks inherent in investment in penny stocks;
	□	All compensation received by the broker-dealer in connection with the transaction;

□

Current quotation prices and other relevant market data; and o Monthly account statements reflecting the fair market value of the securities.

DESCRIPTION OF SECURITIES

General

The following is a summary of information concerning our capital stock. The summary is qualified by our Certificate of Incorporation and bylaws, which you must read for complete information on our capital stock, and which are included as exhibits to the registration statement, of which this prospectus is a part.

Common Stock

We are authorized to issue 25,000,000 shares of Common Stock, $.001 par value authorized, of which 20,501,000 (including the 7,500,000 shares to be distributed to the DSS shareholders) are issued and outstanding as of March 31, 2010.

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Voting Rights

Each outstanding share of common stock entitles the holder thereof to one vote per share on matters submitted to a vote of stockholders. Stockholders do not have preemptive rights to purchase shares in any future issuance of our common stock.

The holders of shares of our common stock are entitled to dividends out of funds legally available when and as declared by our Board of Directors. Our Board of Directors has never declared a dividend. Should we decide in the future to pay dividends, it will be at the discretion of the Board of Directors and will be dependent upon then existing conditions, including the Company’s financial condition and the results of operations, capital requirements, contractual restrictions, business prospects, and other factors that the Board of Directors considers relevant. Each share is entitled to the same dividend. In the event of our liquidation, dissolution or winding up, holders of our common stock are entitled to receive, ratably, the net assets available to stockholders after pay ment of all creditors.

Preferred Stock

We are authorized to issue up to 10,000,000 shares of $.001 par value preferred stock in one or more series with such designations, voting powers, if any, preferences and relative, participating, optional or other special rights, and such qualifications, limitations and restrictions, as are determined by resolution of our Board of Directors. The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of our Company without further action by stockholders and could adversely affect the rights and powers, including voting rights, of the holders of common stock. In certain circumstances, the issuance of preferred stock could depress the market price of the common stock. No share s of preferred stock have been issued.

Dividends

We have not declared any dividends, and we do not plan to declare any cash dividends in the foreseeable future.

Warrants, Options and Convertible Debt

There are no outstanding options, warrants or convertible debt.

Transfer Agent

Our transfer agent is Corporate Stock Transfer, Inc., Denver, Colorado.

Agreements Related To Common Stock Issuance In Connection With Legalstore.com

On October 8, 2009, we acquired from DSS all of the assets and liabilities of Legalstore.com, a division of DSS, in exchange for 7,500,000 shares of our common stock currently held by DSS. In connection with the purchase of Legalstore.com, we also entered into a Registration Rights Agreement and our principal stockholders entered into a Stock Pledge and Escrow Agreement (collectively, the Agreements). In connection with the Agreements, we are required to file a registration statement on Form S-1, on a best efforts basis, in order to register the 7,500,000 shares of common stock which we intend to distribute pro rata to the DSS shareholders. These shares are being registered by this prospectus. Under the Agreements, we are also required to raise at least $200,000 to be used for working capital. If we fail to secure registration of at least 20% of the 7,500,000 shares of common stock within 360 days of the closing, or fail to meet certain working capital thresholds contained in the purchase agreement, we will be considered to be in default. In the event of a default, DSS may receive up to an additional 12,500,000 shares of our currently outstanding common stock which will be conveyed to DSS by our two principal shareholders, Messrs. Meyers and Buechler. These shares are currently held in escrow as collateral.

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In addition to the Agreements, our two principal shareholders and DSS have entered into a voting agreement whereby our two principal shareholders agreed to vote all common stock held by them so as to elect two nominees designated by DSS as members of our Board of Directors, which consists of five members.

INTEREST OF NAMED EXPERTS AND COUNSEL

The validity of the securities offered hereby will be passed upon by the Law Office of Gary A. Agron. The financial statements of the Company and the business acquired (Legalstore.com) appearing in this prospectus have been audited by Freed Maxick & Battaglia, CPAs, PC, our independent registered public accounting firm.

BUSINESS

Overview

We are an Internet media company that acquires, builds, markets, and monetizes branded Web-based businesses. We operate our branded Websites within discrete vertical business channels allowing us to utilize cross-promotion marketing activities between our Websites within a channel. Currently, we operate one Website within one business channel, the legal channel.

We use Internet marketing techniques and applications, either developed by us or purchased from a third party, to generate high-quality traffic (visitors) to our Websites. This traffic in turn supports our revenue model which consists of either advertising-based revenue, or sale of a product or service.

We are building our business around the identification, evaluation and cost-effective acquisition of under-valued Websites. We primarily seek to acquire Web businesses that serve the small and mid-sized businesses since we feel that market segment offers the best opportunity for cost-effective revenue growth. We did not have any operations until our first acquisition in October, 2009 when we acquired our first Web-based business that fit our criteria, the LegalStore.com. We are in the process of building out our first vertical business channel, the legal channel, using LegalStore.com as our anchor Website.

We generate revenue through the sale of products and services via our vertical channel Websites. Our executive office does not generate revenue and incurs administrative expenses primarily for personnel, rent, utilities, legal, and accounting activities. Our vertical channel Websites incur expenses for cost of goods, personnel, rent, utilities and general administrative categories.

Our Strategy

Our objective is to build a leading Internet media company consisting of multiple Web-based businesses that offer products or services to small to medium-sized business. Key elements of our strategy include:

Continue to target Websites for acquisition that serve the small to medium sized business market segment. We seek to acquire existing Web businesses within vertical channels we believe are currently underdeveloped. We use an acquisition model that seeks opportunities that have some of the following characteristics: Web-based service offering where the customer accesses our application server via the Internet; defined market segment; cash flow positive (post transaction); undervalued (based on potential growth); in need of automation or process improvement; synergistic to other owned Web businesses; recurring revenue model; scalable model. Web businesses for acquisition will be found through a combination of word of mouth, business brokers, and Internet sites offering Web businesses for sa le.

To finance future acquisitions of Web businesses, we will seek to purchase the business using debt or equity financing or through issuance of our common stock. We cannot assure that we will raise additional debt or equity capital or issue common stock on terms favorable to us or at all. Our inability to raise capital could require us to delay or eliminate our plans to expand, and would likely impact future revenues.

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Once a Web business is acquired, we will begin to integrate the business into our current operations starting with the financial areas. Bank accounts and merchant accounts will be moved under our control, as well as accounts receivable and accounts payable. We will then analyze the technology requirements necessary to improve the overall operation of the Website.

Develop or acquire marketing services or technologies. We operate Web businesses, and as such, depend on Web-based marketing and technology applications to generate search traffic to our Websites. Once at our Websites, we attempt to convert the traffic into a paying customer. While we currently utilize marketing solutions through our relationships with other providers such as search engines and third party technology providers, we will seek opportunities either to internally develop some or all of these services and products.

Selling additional products and services to existing customers. We believe we can sell additional products and services once a customer places their first order which can increase our average revenue per customer (measured over a fixed period), and improve our revenue growth.

Strengthening customer retention. We seek to enhance customer retention and build lasting relationships with our customers. Such efforts begin with our marketing message, continue through the ordering process, and conclude with the fulfillment process. We believe we can build lasting customer relationships by listening to our customers, consistently examining our internal processes, focusing on customer satisfaction, and offer an expanded product line.

Our Services

Our goal is to develop a diversified and broad range of products and services that are offered through a collection of vertically oriented Websites that target small to medium-sized business. The products and services we offer through our Websites will first be dependent on the Website offerings at time of acquisition. As we evaluate the potential revenue opportunities associated with the acquired Website, we will expand the products and services offerings to address those opportunities.

We are currently in the build-out phase of our first vertical channel, the legal channel, through our acquisition of the Web business Legalstore.com in October 2009. Traditionally, LegalStore.com offered legal supplies and print services for the small to medium-size law firms. We have continued to offer these products and services. As we identify additional products and services to be offered to our customers in the future we anticipate a product/service development timeframe to be between three and six months measured from the approval by management of the development project to the product/service release to the general public.

Sales and Marketing

Our Websites focus on one specific business channel. We define a business channel as a business category such as “Automotive”, “Careers”, or “Legal”. Presently, we have one vertical channel operating, the legal channel, and one Website in production within that channel, www.legalstore.com.

We sell our products and services primarily through our Websites. In addition, we provide a toll-free sales number and chat service for our customers that have questions that cannot be answered by using our Website. Orders can be placed through our toll-free sales number but not through our chat service.

For the Legal channel, we market our products and services through search engine positioning, paid-marketing sources including search engine placement, email marketing activities to our current and past customer base on an opt-in basis, and partnerships with other channel providers.

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Technology

We implemented a new third-party e-commerce solution for our LegalStore.com Website in October 2009. Hosted in the data center of the e-commerce provider, the LegalStore.com Website contains over 1500 product codes and over 3,000 customer account records. In addition, we have off-line access to approximately 10,000 customer account records that are stored on local computers within the LegalStore.com offices in Rochester, NY.

Our First Acquisition – LegalStore.com

On October 8, 2009, we entered into an Asset Purchase Agreement with Lester Levin Inc. (“LLI”), a New York corporation and wholly owned subsidiary of Document Security Systems, Inc. (“DSS”), whereby we purchased the assets and liabilities of Legalstore.com (constituting the Business), a division of DSS, in exchange for 7,500,000 shares of common stock of our company.

Pursuant to the Asset Purchase Agreement, we agreed to purchase all the assets of Legalstore.com, including, cash and cash equivalents, accounts receivable, inventories, fixed assets, customer lists, and domain names. In addition to issuing the common stock, we agreed to assume certain liabilities associated with Legalstore.com, including an existing office lease.

We accounted for the acquisition in accordance with ASC 805-10 “Business Combinations”, whereby we measured the identifiable assets acquired and liabilities assumed based on the acquisition date fair value. We are required to recognize and measure any related goodwill acquired in the business combination or a gain from a bargain purchase. In order to det ermine the goodwill or gain from a bargain purchase, we are required to determine the fair value of the consideration transferred in a business combination. The fair value is calculated as the sum of the acquisition date fair value of the assets transferred by us, the liabilities incurred by us and the equity interest issued by us. We had no activity or value prior to the acquisition and the consideration paid for the common stock issued prior to the acquisition was based on par value and not a reliable indication of fair value. Therefore, we determined that the fair value of the interest in the Business acquired is a more reliable measure. As a result, we valued the Business acquired using a discounted cash flow model and compared it to the fair value assigned to the identifiable assets and liabilities acquired to determine the amount of goodwill to record in connection with the business combination, which will be deductible for income tax purposes. In determining the discounted cash flow, we utilized a growth rate for revenue of 9% in year 2010 and 2011, 7% in 2012 and 6% in 2013 and 2014 and a growth rate for expenses of 9% in 2010, 12% in 2011, and 6% in years 2012 through 2014. In addition, we used a discount rate of 17.85% and a tax rate of 37%. The discount rate was determined utilizing a weighted average cost of capital approach.

In connection with the Asset Purchase Agreement, we and DSS also entered into a Registration Rights Agreement and a Stock Pledge and Escrow Agreement (collectively, the Agreements). In connection with the Agreements, we are required to file a registration statement on Form S-1, on a best efforts basis, with respect to the 7,500,000 shares of common stock issued pursuant to the terms of the Agreements, as well as raise at least $200,000 to be used for working capital in our company. If we fail to secure registration of at least 20% of the 7,500,000 shares of common stock within 360 days of the closing, and fail to meet certain working capital thresholds contained in the Agreements, then we will be considered to be in default. In the event of a default by us, DSS, Inc may receive up to an additional 12,500,000 shares of our common stock currently issued and outstanding and owned by our two principal shareholders. These shares are currently held in escrow as collateral.

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In addition to the Agreements, our two principal shareholders, DSS and we have entered into a voting agreement whereby our principal shareholders agreed to vote all common stock held by them so as to elect two nominees designated by Lester L evin Inc. or DSS as members of our Board of Directors, which consists of five members.

The fair value of assets and liabilities acquired as a result of this business combination were as follows:

Fair value of the consideration transferred	$	350,000

Fair value of identifiable assets acquired
and liabilities assumed:
Accounts receivable		31,161
Inventory		101,011
Fixed assets		28,411
Domain name		50,000
Customer list		120,000
Total		330,583

Goodwill	$	19,417

The revenue of $111,022 and loss of $(74,172) included in our consolidated statement of operations for the year ended December 31, 2009 consist primarily of Legalstore.com operations from the date of acquisition, October 8, 2009 through December 31, 2009. The unaudited pro forma revenue and loss of the entity if the acquisition had taken place as of January 1, 2008 are as follows:


	Revenue		Loss

Supplemental pro forma from January 1, 2009
to December 31, 2009	$	470,647	$	(81,252	)

Supplemental pro forma from January 1, 2008
to December 31, 2008	$	609,807	$	(29,574	)

Competition

The markets within our designated vertical channels are highly competitive, and we expect competition to significantly increase in the future. We compete or intend to compete with a wide variety of companies and Web-based services, including well established Websites. We also anticipate that a number of companies are or will be attempting to enter the vertical channels we have identified, either directly or indirectly, some of which may become significant competitors in the future. As we broaden our services and evolve into a multi-channel company, we may be faced with increasing competition within each vertical channel we are in.

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Intellectual Property

Our ability to compete is dependent in significant part on our ability to develop and maintain the proprietary aspects of our business and operate without infringing upon the proprietary rights of others. We currently rely primarily on a combination of copyright, trade secret and trademark laws, confidentiality procedures, contractual provisions, and other similar measures to protect our proprietary information. As of March 31, 2010, we do not own any U.S. patents, and we do not have any patent applications pending but not yet issued. Due to the rapidly changing nature of applicable technologies, we believe that the improvement of existing offerings, reliance upon trade secrets and unpatented proprietary know-how and development of new offerings generally will continue to be our principal source of proprietary protection. While we have hired third party contractors to help develop and design some of our websites and applications, we own the intellectual property created by these contractors. The e-commerce software that we currently utilize in our LegalSotre.com business is dependent on commercially available third party software. While we do not own the software, we do own the processes, procedures, and data that is associated with the use of the e-commerce software.

We require all of our employees, contractors and many of those with whom we have business relationships to sign non-disclosure and confidentiality agreements and to assign to us in writing all inventions created while working for us. In such cases, we have the right to distribute or sublicense the third-party software with our products.

When appropriate, we have also entered into nondisclosure agreements with suppliers and business partners to limit access to and disclosure of our proprietary information. Nonetheless, neither the intellectual property laws nor contractual arrangements, nor any of the other steps we have taken to protect our intellectual property can ensure that others will not use our intellectual property.

We license, or lease from others, many technologies used in our services. We expect that we and our customers could be subject to third-party infringement claims as the number of websites and third party service providers for Web-based businesses grows. Although we do not believe that our technologies or services infringe the proprietary rights of any third parties, we cannot ensure that third parties will not assert claims against us in the future or that these claims will not be successful.

Government Regulations

The applicability of existing laws to the Internet is unsettled with regard to many important issues, including intellectual property rights, export of encryption technology, personal privacy, libel and taxation. It may take years to determine whether and how such existing and future laws and regulations apply to us. If we are required to comply with new regulations or new interpretations of existing regulations, or if we are unable to comply with these regulations, our business could be harmed.

Laws applicable to the Internet and online privacy generally are becoming more prevalent. New laws and regulations may be adopted regarding the Internet or other online services in the United States and foreign countries that could limit our business flexibility or cause us to incur higher compliance costs. Such laws and regulations may address: user privacy; freedom of expression; information security; pricing, fees, and taxes; content and distribution of content; intellectual property rights; characteristics and quality of products and services; taxation; and online advertising and marketing, including email marketing and unsolicited commercial email.

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Employees

At June 30, 2010, we had five full-time employees, and one part-time employee. Three of the full-time employees were located at our Rochester, NY location, and the balance of our employees are located at our Santa Monica, CA office. None of our employees are represented by a labor union or are party to a collective bargaining agreement, and we consider our relationships with our employees to be good.

Facilities

We lease approximately 4,000 square feet of office and warehouse space at 320 North Goodman Street, Suite 209, in Rochester, NY for our LegalStore.com business unit for $1,750 per month on a five year lease expiring October 31, 2010. Our corporate offices are located at 1434 6th Street, Suite 9, Santa Monica, CA and consist of 2,000 square feet under a one year lease for $2,000 per month, which expires January 31, 2011.

MARKET PRICE FOR COMMON STOCK AND RELATED

STOCKHOLDER MATTERS

There is currently no public trading market for our common stock, and the shares may be illiquid because they are not listed or quoted on any exchange or the OTC Bulletin Board. We intend to apply for quotation of our common stock on the OTC Bulletin Board. In order to do so, we must identify a brokerage firm willing to make a market in our common stock and to sponsor for us and file an application for our common stock to be quoted on the OTC Bulletin Board. We can provide no assurance that we will be able to identify such a broker and market maker or satisfy OTC Bulletin Board requirements to list our stock for quotation on the OTC Bulletin Board. Accordingly, no market for the shares may develop.

Upon distribution of the shares included in this registration statement to the DSS shareholders, there will be approximately 5,500 holders of our common stock. We currently have four stockholders, including DSS who currently holds the 7,500,000 shares of our common stock being registered.

We have not declared any cash dividends on our common stock since our inception and do not anticipate doing so in the foreseeable future.

We do not have any equity compensation plan.

MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

General

We are an Internet media company that acquires, builds, markets, and monetizes branded Web-based businesses. We are building our business around the identification, evaluation and cost-effective acquisition of under-valued Websites. We primarily seek to acquire Web businesses that serve the small and mid-sized businesses since we feel that market segment offers the best opportunity for cost-effective revenue growth. We operate our branded Websites within discrete vertical business channels allowing us to utilize cross-promotion marketing activities between our Websites within a channel.

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We believe our company has progressed beyond the development stage but that our limited revenue causes us to consider our operations to be in an earlier stage of development. We did not have any operations until our first acquisition in October, 2009 when we acquired our first Web-based business that fit our criteria, the LegalStore.com. LegalStore.com offers legal supplies, legal forms, and related legal products to the professional community. We currently operate one Website within one business channel, the legal channel, using LegalSotre.com as our anchor Website. We continue to look for acquisitions of other under-valued Web-based businesses, both within the Legal channel and outside of that channel, but no acquisitions are currently being discussed or negotiated. Currently, we d o not have any material commitments for capital expenditures in 2010.

We use Internet marketing techniques and applications, either developed by us or purchased from a third party, to generate high-quality traffic (visitors) to our Website, LegalStore.com. We also acquire Internet traffic through paid search, comparison shopping websites, and our email marketing efforts. This traffic in turn supports our revenue model which consists of either advertising-based revenue, or sale of a product or service. Currently, 100% of our revenue comes from the sale of a product or service through the LegalStore.com Website. As we continue to develop our business we anticipate realizing advertising revenue.

We do not anticipate the cost of operating our one Website to increase in the next year unless the third-party provider of the e-commerce software we utilize decides to raise their prices. As of date, we have not received a notice of a price increase. We anticipate our cost of current marketing activities, on a percentage basis, to remain flat. Currently, the cost of our marketing activities for our one Website, LegalStore.com, is approximately 8% of revenue. While we cannot specifically estimate the cost for operational expenses for future Websites we might acquire or develop, we anticipate development, marketing and operational expenses to be approximately in-line with our current development, marketing and operational expenses associated with LegalStore.com.

To facilitate our future growth through the acquisition of Internet Web-businesses may be required to raise substantial amounts of new financing in the form of additional equity investments, loan financings, or from strategic partnerships. There can be no assurance that we will be able to obtain additional financing on terms that are acceptable to us and at the time required by us, or at all. Further, any financing may cause dilution of the interests of our current stockholders. If we are unable to obtain additional equity or loan financing, our financial condition and results of operations will be materially adversely affected.

Results of Operations

For the Quarter Ended March 31, 2010

We did not have any revenue in 2009 until the completion of our acquisition of the LegalStore.com on October 8, 2009. Accordingly, revenue comparisons in prior periods are not meaningful. Revenue for the three month period ended March 31, 2010 totaled $154,280. Costs of revenue for this period totaled $68,207 resulting in a gross profit of $86,073. During this period we incurred general and administrative operating expenses of $150,090 and selling and marketing expenses of $10,144. As a result, we had a net loss from operations of $74,161.

For The Year Ended December 31, 2009

We did not have any revenue in 2009 until the completion of our acquisition of the LegalStore.com on October 8, 2009. Accordingly, revenue comparisons in prior periods are not meaningful. Revenue for the three month period subsequent to the acquisition date through December 31, 2009 totaled $111,022. Costs of revenue for this period totaled $80,983 resulting in a gross profit of $30,039. During this period we incurred general and administrative operating expenses totaling $97,731 and selling and marketing expenses of $6,480 As a result, we had a net loss from operations of $74,172. The 2009 unaudited pro-forma results of operations had the acquisition occurred January 1, 2009 are presented later in this prospectus.

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Liquidity and Capital Resources

At March 31, 2010, we had cash totaling $4,977, accounts receivable of $32,569, inventory of $94,492, and prepaid expenses of $2,641. Current assets totaled $134,679. Total assets totaled $343,479.

At March 31, 2010, we had accounts payable of $47,338, accrued expenses of $16,729, and advances from related party of $64,744. Total current liabilities were $128,811 at March 31, 2010.

At March 31, 2010, we had a working capital surplus of $5,868.

We expect to use our existing cash and revolving line of credit to support our current operations and our efforts to achieve consistent positive cash flow from operations through December 2010, although there is no guarantee we will be able to do so. We believe we may need to raise funds later this year to address our first six months of 2011 liquidity needs through either a debt or equity offering, although there is no guarantee we will be able to do so. Our ability to fund operational requirements out of our available cash, cash generated from operations and revolving line of credit depends on a number of factors. Some of these factors include our ability to (i) increase sales of our existing core products in the Legal channel; and (ii) introduce new prod ucts and services for the legal channel. Future events, including the problems, delays, expenses and difficulties frequently encountered by similarly situated companies, as well as changes in economic, regulatory or competitive conditions, may lead to cost increases that could have a material adverse effect on us and our plans. If we cannot generate sufficient cash to fund current operations out of available cash, cash generated from operations and revolving line of credit, we may need to raise additional funds. No assurances can be given that currently available funds will satisfy our working capital needs for the period estimated, or that we can obtain additional working capital through the sale of common stock or other securities, the issuance of indebtedness or otherwise or on terms acceptable to us. Further, no assurances can be given that any such equity financing will not result in a further substantial dilution to the existing stockholders or will be on terms satisfactory to us.

To facilitate our future growth through the acquisition of Internet Web properties we may be required to raise substantial amounts of new financing in the form of additional equity investments, loan financings, or from strategic partnerships. There can be no assurance that we will be able to obtain additional financing on terms that are acceptable to us and at the time required by us, or at all. Further, any financing may cause dilution of the interests of our current stockholders. If we are unable to obtain additional equity or loan financing, our financial condition and results of operations will be materially adversely affected.

During 2009, our Chief Executive Officer advanced us $23,929 for working capital. These advances are unsecured, non-interest bearing, and are due on demand. During the first quarter 2010, additional advances from our Chief Executive Officer of $40,815 for working capital were received by us upon the same terms as the 2009 advances. The advances are included in current liabilities on our balance sheet as of December 31, 2009 and March 31, 2010, respectively. On April 8, 2010, the aggregate advances of $64,744 have been formalized with the execution of a $200,000 revolving line of credit agreement between our Chief Executive Officer and us.

Subsequent to March 31, 2010, additional advances from our Chief Executive Officer of $43,927 for working capital were received by us under the April 2010 $200,000 revolving line of credit agreement. As of June 20, 2010, the outstanding balance of the $200,000 revolving line of credit totaled $108,671.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make judgments, assumptions and estimates that affect the amounts reported in our consolidated financial statements and accompanying notes. The consolidated financial statement for the fiscal year ended December 31, 2009 describe the significant accounting policies and methods used in the preparation of the consolidated financial statements. Actual results could differ from those estimates and be based on events different from those assumptions. Future events and their effects cannot be predicted with certainty; estimating therefore, requires the exercise of judgment. Thus, accounting estimates change as new events occur, as more experi ence is acquired or as additional information is obtained. The following critical accounting policies are impacted significantly by judgments, assumptions and estimates used in the preparation of our consolidated financial statements:

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Accounts Receivable

We provide credit in the normal course of business to the majority of our customers. We perform periodic credit evaluations of our customers’ financial condition and generally we do not require collateral. We closely monitor outstanding balances and write off amounts we believe are uncollectible after reasonable collection efforts have been made. To determine if an account receivable allowance was necessary at year-end, we reviewed our accounts receivable aging as well as collections received. No allowance for doubtful accounts was considered necessary at December 31, 2009 or March 31, 2010.

Inventory

Inventories consist of legal supplies held for resale and are stated at the lower of cost or market on the first-in, first-out (“FIFO”) method.

Fixed Assets

We record fixed assets at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. We reviewed the fixed assets additions and determined an appropriate life for each class of asset. Expenditures for renewals and betterments are capitalized. Expenditures for minor items, repairs and maintenance are charged to operations as incurred. Any gain or loss upon sale or retirement due to obsolescence is reflected in the operating results in the period the event takes place.

Intangible Assets

We amortize intangible assets and additions over the estimated useful lives of the assets. As of December 31, 2009 and March 31, 2010 our intangible assets consist of a customer list and domain name acquired pursuant to the asset purchase of LegalStore.com. Upon obtaining the domain name and customer list, we estimated their useful life to be ten years with a gross carrying amount of $170,000 resulting in an annual amortization cost of $4,250 per year.

Long-Lived Assets

We review long-lived assets and certain identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net undiscounted cash flows expected to be generated by the asset including its ultimate disposition. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

Goodwill

Goodwill is the excess of cost of an acquired entity over the fair value of amounts assigned to assets acquired and liabilities assumed in a business combination. We do not amortize goodwill, rather it is tested for impairment annually, and will be tested for impairment between annual tests if an event occurs or circumstances change that would indicate the carrying amount may be impaired. An impairment loss generally would be recognized when the carrying amount of the reporting unit’s net assets exceeds the estimated fair value. Annually, we determine the fair valve of the reporting unit and compare this amount to the carrying value of the assets. If the carrying value of the asset exceeds the fair market value, an impairment loss is recorded. Given the limited activity from the date of acquisition t o December 31, 2009, we determined that nothing significant changed within the business that would result in impairment as of December 31, 2009.

Income Tax

We account for income taxes with the recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carryforwards. Measurement of deferred income items is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized in the immediate future. We determine if it is more likely than not that the tax attributes making up the deferred tax asset will be utilized prior to expiration. We reviewed the limited activity that resulted in a net loss and determined there was not sufficient evidence to support the deferred tax asset.

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We review tax positions taken to determine if it is more likely than not that the position would be sustained upon examination resulting in an uncertain tax position. We did not have any material unrecognized tax benefit at December 31, 2009 and March 31, 2010. We recognize interest accrued and penalties related to unrecognized tax benefits in tax expense. During the period ended December 31, 2009 and March 31, 2010, we recognized no interest and penalties.

Revenue Recognition

We recognize revenue for sales of legal products when title of the goods transfers to the customer, either at the time the product is delivered or shipped to the customer based on our agreement with customer.

Share-Based Payments

We record our common shares issued based on the value of the shares issued or consideration received, including cash, services rendered or other non-monetary assets, whichever is more readily determinable.

Business Combination

We measured the identifiable assets acquired and liabilities assumed based on the acquisition date fair value. We are required to recognize and measure any related goodwill acquired in the business combination or a gain from a bargain purchase. In order to determine the goodwill or gain from a bargain purchase, we are required to determine the fair value of the consideration transferred in a business combination. The fair value is calculated as the sum of the acquisition date fair value of the assets transferred by us, the liabilities incurred by us and the equity interest issued by us. We had no activity or value prior to the acquisition and the consideration paid for the common stock issued prior to the acquisition was based on par value and not a reliable indication of fair value. & #160;Therefore, we determined that the fair value of the interest in the Business acquired is a more reliable measure. As a result, we valued the Business acquired using a discounted cash flow model and compared it to the fair value assigned to the identifiable assets and liabilities acquired to determine the amount of goodwill to record in connection with the business combination, which will be deductible for income tax purposes. In determining the discounted cash flow, we utilized a growth rate for revenue of 9% in year 2010 and 2011, 7% in 2012 and 6% in 2013 and 2014 and a growth rate for expenses of 9% in 2010, 12% in 2011, and 6% in years 2012 through 2014. In addition, we used a discount rate of 17.85% and a tax rate of 37%. The discount rate was determined utilizing a weighted average cost of capital approach.

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

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MANAGEMENT

Directors and Executive Officers

Name	Age	Position	Director/Officer Since

Raymond J. Meyers	53	Chief Executive Officer, President,	April 2008
		Treasurer ,and Director

Michael Buechler	37	Executive Vice President, Secretary,	June 2009
		and Director

Alexander A. Orlando	47	Director	April 2008

Patrick White	56	Director	October 2009

Philip Jones	40	Director	October 2009

The principal occupations for at least the past five years of each of our directors and executive officers are as follows:

Raymond Meyers founded IMS in March 2007 and has been Chief Executive Officer and President since the Company’s inception. Mr. Meyers founded and operated several technology-based companies, with the most recent one being eBoz, Inc., an Internet marketing tools company, which he operated from November 2001 toApril 2005 and sold to Web.com (NasdaqGM: WWWW), formerly Website Pros, Inc., in April 2005. From April 2005 to December 2006 he was an employee of Web.com holding the position of General Manager, eBoz Division. He founded our company in March 2007. He was previously (from December 1996 to December 1999) CEO and President of ProtoSource Corporation, a NASDAQ listed compa ny. He is a graduate of Rutgers University with continuing education at UCLA. As a result of his service as our President and Chief Executive Officer since inception, we believe Mr. Meyers provides the board with a deep understanding of all aspects of our business, and therefore should serve on our board.

Michael Buechler joined IMS in March 2009 and is currently its Executive Vice President – Web Properties. Mr. Buechler co-founded Linkbuddies.com banner exchange in 1998 and operated it until it was sold to iBoost, Inc. in 2000. LinkBuddies was one of the first banner exchanges in the world. Mr. Buechler was Vice President – Web Properties at eBoz, Inc., an Internet marketing tools company from 2001 until its sale to Web.com (formerly Website Pros, Inc.) in 2005. From 2005 to 2008, he was employed by Web.com as Director – Product Strategy and was responsible for product strategy for this NASDAQ listed Web services company. Mr. Buechler &# 160;is involved with every aspect of our business, including our strategic business planning, marketing strategies and operations, and therefore we believe should serve on our board.

Alexander A. Orlando holds the positions of Chief Financial Officer and Treasurer for Eagle International Institute, Inc. from _March, 2008 to Present. He was Vice President for eBoz, Inc., an Internet marketing tools company, from January 2000 to December 2007, Senior Executive for ITT Industries-Goulds Pumps from August 1998 to December 1999, General Manager and Controller for Foley-PLP from Jan 1995 to Aug 1998, Managing Partner of Wagner's Tax and Consulting Services and Owner of several Subway Sandwich Franchises and Real Estate Investments from 1995 to Present. He is a graduate of Ithaca College with a BS in Finance and Accounting, with continuing education at Geneseo State College. We believe that Mr. Orlando should serve on our board as he brings to it substantial experience as senior executive in the Internet field and the financial management arena.

Patrick White has been Chief Executive Officer and a Director of Document Security Systems, Inc. (“DSS”) since August 2002. In addition, Mr. White was President of DSS from August 2002 until June 2006 and was Chairman of the Board of Directors of DSS from August 2002 until January 2008. DSS is an NYSE AMEX listed company. Mr. White received his Bachelors of Science (Accounting) and Masters of Business Administration degrees from Rochester Institute of Technology. Mr. White is qualified to serve on our board because the skills and experience he has gained in his role as chief executive officer and chairman of a publicly traded company.

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Philip. Jones is a CPA and holds an MBA from Rochester Institute of Technology. He has 13 years experience in both the public and private accounting and finance sectors, including positions at Arthur Anderson from 1996 to 1998 and PricewaterhouseCoopers from 2003 to 2004 , American Fiber Systems (Controller) from 2000 to 2003, and 2004 to 2005 , and Zapata (NYSE:ZAP)(Accounting Manager and Director of Finance) from 1998 to 2000 . Mr. Jones joined Document Security Systems, Inc. ("DSS") in 2005 as its Corporate Controller and has been its Ch ief Financial Officer since 2009 . DSS is an NYSE AMEX listed company. We believe that Mr. Jones having served as a Chief Financial Officer of a publicly traded company brings institutional knowledge to the board, especially in regard to our finances, and therefore should serve on our board.

Term of Office

Directors are elected to hold office until the next annual meeting of shareholders and until their successors are elected and qualified. Annual meetings of the shareholders, for the selection of directors to succeed those whose terms expire, are held at such time each year as designated by the Board of Directors. Officers of the Company are elected by the Board of Directors, which is required to consider that subject at its first meeting after every annual meeting of shareholders. Each officer holds office until his successor is elected and qualified or until his earlier resignation or removal.

Executive Compensation

We do not have employment agreements with our executive officers, Mr. Meyers and Mr. Buechler. We currently pay Mr. Meyers and Mr. Buechler $3,000 per month each. We do not have key person life insurance on the lives of any of our executive officers.

The following table discloses compensation received by our Chief Executive Officer and acting Chief Financial Officer, and our Executive Vice-President, also referred to herein as our “named executive officers,” for the fiscal years ended December 31, 2009 and 2008.

Name and Principal Position	Year		Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	All Other Compensation ($)	Total ($)
Raymond J Meyers,	2009	(2)	$7,500	—	—	—	—	$7,500
Chief Executive Officer, acting Chief Financial Officer	2008	(1)	—	—	—	—	—	—

Michael Buechler,	2009	(2)	$7,500	—	—	—	—	$7,500
Executive Vice President	2008	(1)	—	—	—	—	—	—

During 2008, Mr. Meyers and Mr. Buechler were not employees and did not receive any compensation from the Company.

During 2009, Mr. Meyers and Mr. Buechler started to receive paid compensation for their services effective October 15, 2009 at a rate of $3,000 per month each. In 2009, each received $1,500 in October, $3,000 in November, and $3,000 in December.

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Director Compensation

Our non-employee directors do not currently receive compensation for their services as directors although they are provided reimbursement for out-of-pocket expenses incurred in attending Board meetings. We may pay cash and stock-based compensation to our directors in the future.

Board Committees

We do not have any committees of the Board of Directors. We consider a majority of our Board members (consisting of Messrs. Orlando, White and Jones) to be independent directors under NYSE AMEX rules.

Equity Incentive Plan

We intend to adopt an equity incentive plan, which we refer to as our Plan, which will provide for the grant of options intended to qualify as “incentive stock options” and “non-statutory stock options” within the meaning of Section 422 of the Internal Revenue Code of 1986, together with the grant of bonus stock and stock appreciation rights, at the discretion of our Board of Directors. Incentive stock options are issuable only to our eligible officers, directors and key employees. Non-statutory stock options are issuable only to our non-employee directors and consultants. We have not determined the aggregate maximum number of shares of common stock or appreciation rights that may be issued under the Plan. The Plan will be administered by our full Board of Directors. Under the Plan, the Board will determine w hich individuals shall receive options, grants or stock appreciation rights, the time period during which the rights may be exercised, the number of shares of common stock that may be purchased under the rights and the option price.

Limitation on Liability and Indemnification of Officers and Directors

Our Certificate of Incorporation provides that liability of directors to us for monetary damages is eliminated to the full extent provided by Delaware law. Under Delaware law, a director is not personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to us or our stockholders; (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) for authorizing the unlawful payment of a dividend or other distribution on our capital stock or the unlawful purchases of our capital stock; (iv) a violation of Delaware law with respect to conflicts of interest by directors; or (v) for any transaction from which the director derived any improper personal benefit.

The effect of this provision in our Certificate of Incorporation is to eliminate our rights and our stockholders’ rights (through stockholders’ derivative suits) to recover monetary damages from a director for breach of the fiduciary duty of care as a director (including any breach resulting from negligent or grossly negligent behavior) except in the situations described in clauses (i) through (v) above. This provision does not limit or eliminate our rights or the rights of our security holders to seek non-monetary relief, such as an injunction or rescission, in the event of a breach of a director’s duty of care or any liability for violation of the federal securities laws.

CORPORATE GOVERNANCE

We do not have an audit committee, compensation committee or nominating committee. As we grow and evolve into a SEC registrant, our corporate governance structure is expected to be enhanced.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ND MANAGEMENT

As of the date of this prospectus, there are 20,501,000 shares of common stock outstanding, including the 7,500,000 to be distributed to the DSS shareholders. The following table sets forth certain information regarding the beneficial ownership of the outstanding shares as of the date of this prospectus by (i) each person who is known by us to own beneficially more than 5% of our outstanding common stock or holds options on securities convertible into common stock within 60 days from the date hereof; (ii) each of our executive officers and directors; and (iii) all of our executive officers and directors as a group. Except as otherwise indicated, each such person has sole investment and voting power with respect to such shares, subject to community property laws where applicab le. The address of our executive officers and directors is in care of us at 1434 6th Street, Suite 9, Santa Monica, CA 90401. DSS’ address is 28 Main Street, Suite 1525, Rochester, New York 14614.

Name of Beneficial Owner	Shares Beneficially Owned	Percentage Beneficially Owned
Raymond J. Meyers	9,000,000	43.90	%
Document Security Systems, Inc. (1)	7,500,000	36.58	%
Michael Buechler	4,000,000	19.51	%
Alexander A. Orlando	1,000	%	*
Patrick White (2)	320,000	1.7	%
Philip Jones	0	0.0%	%
All executive officers and directors
as a group (five persons)	13,320,000	64.94	%

*Less than 1%

(1) Until we complete the distribution to DSS shareholders, these shares are recorded as held of record by DSS. Mr. White is a DSS shareholder. Mr. White has sole investment and voting power with regard to the DSS shares until we complete the distribution to the shareholders of DSS.

(2) Represents shares to be received upon completion of our distribution of the 7,500,000 shares to the DSS shareholders.

RELATED PARTY TRANSACTIONS

During 2009, Raymond Meyers, a principal shareholder and our Chief Executive Officer of the Company, made advances to the Company of $23,929. The advances are unsecured, non–interest bearing, have no stated repayment terms and are due on demand. The advances are included in current liabilities in the accompanying balance sheet as of December 31, 2009. During the first quarter of 2010, additional advances of $40,815 were received from Mr. Meyers by the Company for working capital and upon the same terms as the 2009 advances. On April 8, 2010, the aggregate advances of $64,744 have been formalized with the execution of a $200,000 revolving line of credit agreement between the Company and our Chief Executive Officer. This credit agreement matu res on April 8, 2011, bears interest at an annual rate of 6% above LIBOR, and is secured by all of our assets. In the event of default and upon expiration of any applicable cure period, Mr. Meyers, in his sole discretion may request repayment in the form of newly issued common stock of the Company valued at the average closing price of the such common stock for the prior ten business days.

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Subsequent to March 31, 2009, additional advances from our Chief Executive Officer of $43,927 for working capital were received by us under the April 2010 $200,000 revolving line of credit agreement between the Company and our Chief Executive Officer. As of June 20, 2010, the outstanding balance of the $200,000 revolving line of credit totaled $108,671.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION

FOR SECURITIES ACT LIABILITIES

The Company provides indemnification for all reasonable actions taken by a director or officer in good faith to the fullest extent permitted under Delaware law. In addition, under Delaware law, officers and directors are not liable for monetary damages unless an officer’s or director's breach of or failure to perform duties as a director constitutes a violation of the criminal law or involves a transaction from which the director derived an improper personal benefit either directly or indirectly.

Insofar as indemnification for liabilities arising under the Securities Act may be available to directors, officers and controlling persons of the Registrant pursuant to any provision or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-1 with the SEC with respect to the shares of our common stock being registered hereunder. This prospectus, which is a part of such registration statement, does not include all of the information that you can find in such registration statement or the exhibits to such registration statement. You should refer to the registration statement, including its exhibits and schedules, for further information about us and our common stock. Statements contained in this prospectus as to the contents of any contract or document are not necessarily complete and, if the contract or document is filed as an exhibit to a registration statement, is qualified in all respects by reference to the relevant exhibit.

After the distribution, we will file annual, quarterly and current reports, proxy statements and other information with the SEC. The registration statement is, and any of these future filings with the SEC will be, available to the public over the Internet on the SEC's website at www.sec.gov . You may read and copy any filed document at the SEC's public reference rooms in Washington, D.C. at 100 F Street, N.E., Washington, D.C. 20549 and at the SEC's regional offices. Please call the SEC at 1-800-SEC-0330 for further information about the public reference rooms.

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INTERNET MEDIA SERVICES, INC.

FINANCIAL STATEMENTS

MARCH 31, 2010

F-1

INTERNET MEDIA SERVICES, INC.

CONTENTS


	Page

Consolidated Financial Statements:

Balance Sheet	F-3

Statement of Operations	F-4

Statement of Cash Flows	F-5


Notes to the Consolidated Financial Statements	F-6

F-2

INTERNET MEDIA SERVICES, INC.

BALANCE SHEET
March 31, 2010
(Unaudited)



ASSETS

Current assets:
Cash	$	4,977
Accounts receivable		32,569
Inventory		94,492
Prepaid expenses		2,641
Total current assets		134,679

Property and equipment, net		25,433

Other intangibles, net		161,500

Goodwill		19,417

Other assets		2,450

Total assets	$	343,479

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable	$	47,338
Accrued expenses		16,729
Advances from related party		64,744
Total current liabilities		128,811

Stockholders' equity
Common stock, $.001 par value, 25,000,000 shares authorized,
20,501,000 shares issued and outstanding		20,501
Additional paid in capital		342,500
Accumulated deficit		(148,333	)
		214,668

Total liabilities and stockholders' equity	$	343,479

See accompanying notes.

F-3

INTERNET MEDIA SERVICES, INC.

STATEMENT OF OPERATIONS
For the Three Months Ended March 31, 2010
(Unaudited)



Revenue	$	154,280

Costs of revenue		68,207

Gross profit		86,073

Operating expenses:
General and administrative		150,090
Selling and marketing		10,144
		160,234


Net loss	$	(74,161	)

Loss per share - basic and diluted	$	(0.00	)

Weighted average common shares outstanding - basic and diluted		20,501,000

See accompanying notes.

F-4

INTERNET MEDIA SERVICES, INC.

STATEMENT OF CASH FLOWS
For the Three Months Ended March 31, 2010
(Unaudited)



Cash flows from operating activities:
Net loss	$	(74,161	)
Adjustments to reconcile net loss to net
cash used by operating activities:
Depreciation and amortization		5,739
(Increase) decrease in assets:
Accounts receivable		677
Inventory		(3,663	)
Prepaid expenses and other assets		160
Increase in liabilities:
Accounts payable and accrued expenses		27,633
Net cash used by operating activities		(43,615	)

Cash flows from financing activities:
Net advances from related party		40,815
Net cash provided by financing activities		40,815

Net decrease in cash		(2,800	)

Cash - beginning of year		7,777

Cash - end of year	$	4,977

See accompanying notes.

F-5

NOTE 1. - BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information. Accordingly, these statements do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, the accompanying balance sheets and related interim statements of operations and cash flows include all adjustments, consisting only of normal recurring items, necessary for their fair presentation in accordance with U.S. generally accepted accounting principles. All significant intercompany transactions have been eliminated.

Interim results are not necessarily indicative of results expected for a full year. For further information regarding Internet Media Services, Inc. (the “Company”) accounting policies, refer to the audited consolidated financial statements and footnotes thereto for the fiscal year ended December 31, 2009.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates and assumptions. In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure.

The material operations of the Company began on October 8, 2009 with the acquisition of LegalStore.com. Accordingly, there are no comparitive March 31, 2009 financial statements presented.

Fair Value of Financial Instruments - Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2010. The carrying amounts reported in the balance sheet as of March 31, 2010 of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments. The fair value of revolving credit lines, notes payable and long-term debt approximates their carrying value as the stated or discounted rates of the debt reflect recent market conditions.

NOTE 2. - RELATED PARTY CREDIT AGREEMENT

During 2009 and the first quarter of 2010 Mr. Raymond Meyers, a shareholder and chief executive officer of the Company, made advances to the Company for working capital needs. As of March 31, 2010, outstanding advances payable to Mr. Meyers amounted to $64,744. The advances were unsecured, non-interest bearing, had no stated repayment terms and were due on demand. On April 8, 2010, the aggregate advances were formalized with the execution of a $200,000 revolving credit agreement. Subsequent to March 31, 2010, Mr. Meyers made additional advances in the amount of $43,927. This credit agreement matures on April 8, 2011, bears interest at an annual rate of 6% above LIBOR, and is secured by all of the assets of the Company. In the event of default and upon the expiration of any applicable cur e period, Mr. Meyers, in his sole discretion may request repayment in the form of newly issued common stock of the Company. Under the terms of the agreement the Company is required to comply with various covenants.

NOTE 3. - STOCKHOLDERS’ EQUITY

On April 8, 2010, the Company approved for issuance up to 10,000,000 shares of $.001 par value preferred stock. The rights and preferences of the preferred stock will be determined by board resolution upon issuance. There are no preferred shares issued and outstanding.

F-6

VOTING AGREEMENT

THIS VOTING AGREEMENT (the “Agreement”) is made and entered into as of this ____day of October, 2009, by and among Internet Media Services, Inc., a Delaware corporation (the “Company”), those holders of the Company’s Common Stock listed on Schedule A hereto (the “Key Holders”) and Document Security Systems, Inc., a New York corporation (the “Investor”).

R E C I T A L S

WHEREAS, the Key Holders are the beneficial owners of an aggregate of 13,000,000 shares of the common stock of the Company (the “Common Stock”);

WHEREAS, Investor is acquiring shares of the Company’s Common Stock pursuant to that certain Asset Purchase Agreement of even date herewith (the “Asset Purchase Agreement”) pursuant to which the Investor’s wholly-owned subsidiary, Lester Levin Inc., a New York corporation (“LLI”) is selling and transferring certain assets of its LegalStore.com business to the Company in exchange for the issuance to DSS of 7,500,000 shares of common stock of the Company (the “Transaction”);

WHEREAS, the obligations in the Asset Purchase Agreement are conditioned upon the execution and delivery of this Agreement; and

WHEREAS, in connection with the consummation of the Transaction, the Company, the Key Holders and the Investor have agreed to provide for the future voting of the Key Holders’ shares of the Company’s capital stock as set forth below.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereto further agree as follows:

1. Voting

1.1 Key Holder Shares; Investor Shares. The Key Holders each agree to hold all shares of voting capital stock of the Company registered in their respective names or beneficially owned by them as of the date hereof and any and all other securities of the Company legally or beneficially acquired by each of the Key Holders after the date hereof (collectively, the “Key Holder Shares”) subject to, and to vote the Key Holder Shares in accordance with, the provisions of this Agreement; provided however that the Key Holder Shares may be pledged pursuant to those certain Stock Pledge and Security Agreements entered into of even date herewith, between each Key Holder, Investor and LLI.

1.2 Election of Directors. On all matters relating to the election of directors of the Company, the Key Holders agree to vote all Key Holder Shares held by them (or to consent pursuant to an action by written consent of the holders of capital stock of the Company) so as to elect two nominees designated by LLI and/or the Investor as members of the Company’s board of directors (the “Board of Directors”). Any vote taken to remove any director elected pursuant to this Section 1.2, or to fill any vacancy created by the resignation, removal, or death of a director elected pursuant to this Section 1.2, shall also be subject to the provisions of this Section 1.2.

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1.3 No Liability for Election of Recommended Director. None of the parties hereto and no officer, director, stockholder, partner, employee or agent of any party makes any representation or warranty as to the fitness or competence of the nominee of any party hereunder to serve on the Board of Directors by virtue of such party’s execution of this Agreement or by the act of such party in voting for such nominee pursuant to this Agreement.

1.4 Legend.

(a) Concurrently with the execution of this Agreement, there shall be placed on certificates representing the Key Holder Shares the following restrictive legend (the “Legend”):

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A VOTING AGREEMENT WHICH PLACES CERTAIN RESTRICTIONS ON THE VOTING OF THE SHARES REPRESENTED HEREBY. ANY PERSON ACCEPTING ANY INTEREST IN SUCH SHARES SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SUCH AGREEMENT. A COPY OF SUCH VOTING AGREEMENT WILL BE FURNISHED TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS.”

(b) The Company agrees that, during the term of this Agreement, it will maintain (upon registration of transfer, reissuance or otherwise) the Legend on any such certificate and will place or cause to be placed the Legend on any new certificate issued to represent Key Holder Shares previously represented by a certificate carrying the Legend.

1.5 Successors. The provisions of this Agreement shall be binding upon the successors in interest to any of the Key Holder Shares. The Company shall not permit the transfer of any of the Key Holder Shares on its books or issue a new certificate representing any of the Key Holder Shares unless the person to whom such security is to be transferred shall have executed a written agreement, substantially in the form of this Agreement, pursuant to which such person becomes a party to this Agreement and agrees to be bound by all the provisions hereof as if such person were a Key Holder, as applicable; provided however that the Key Holder Shares may be pledged and transferred pursuant to those certain Stock Pledge and Security Agreements entered into of even date herewith, between each Key Holder, Investor, LLI and the Company (“Stock Pledge and Security Agreements”).

1.6 Other Rights. Except as provided by this Agreement, the Stock Pledge and Security Agreements or any other agreement entered into in connection with the Transaction, each Key Holder shall exercise the full rights of a holder of capital stock of the Company with respect to the Key Holder Shares, respectively.

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2. Termination. This Agreement shall continue in full force and effect from the date hereof through the earliest of the following dates, on which date it shall terminate in its entirety:

(a) the date on which Investor and LLI no longer own any Common Stock of the Company; and

(b) two (2) years from the date of this Agreement;

3. Miscellaneous.

3.1 Ownership. Each Key Holder represents and warrants to the Investor and the Company that (a) such Key Holder now owns the Key Holder Shares, free and clear of liens or encumbrances, and has not, prior to or on the date of this Agreement, executed or delivered any proxy or entered into any other voting agreement or similar arrangement other than one which has expired or terminated prior to the date hereof, and (b) such Key Holder has full power and capacity to execute, deliver and perform this Agreement, which has been duly executed and delivered by, and evidences the valid and binding obligation of, such Key Holder enforceable in accordance with its terms.

3.2 Further Action. If the Key Holder Shares are sold, the Key Holders or the personal representative of the Key Holders shall do all things and execute and deliver all documents and make all transfers, and cause any transferee of the Key Holder Shares to do all things and execute and deliver all documents, as may be necessary to consummate such sale consistent with this Agreement.

3.3 Specific Performance. The parties hereto hereby declare that it is impossible to measure in money the damages that will accrue to a party hereto or to a party’s heirs, personal representatives, or assigns by reason of a failure to perform any of the obligations under this Agreement and agree that the terms of this Agreement shall be specifically enforceable. If any party hereto or such party’s heirs, personal representatives, or assigns institutes any action or proceeding to specifically enforce the provisions hereof, any person against whom such action or proceeding is brought hereby waives the claim or defense therein that such party or such personal representative has an adequate remedy at l aw, and such person shall not offer in any such action or proceeding the claim or defense that such remedy at law exists. The Key Holders hereby constitute and appoint the Chief Executive Officer and Chief Financial Officer of the Investor, and each of them, with full power of substitution, as the proxies of such party with respect to the matters set forth herein, and hereby authorizes each of them to vote on such matters, if and only if the party (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent), in a manner inconsistent with the terms of this Agreement, all of such party’s Key Holder Shares in favor of the election of persons as members of the Board of Directors determined in accordance with this Agreement. Such proxy is given in consideration of the agreements of the parties hereto in connection with the transactions contemplated by this Agreement and accordingly is coupled with an interest and irrevocable until the termination of this Agreemen t. Each party hereto hereby revokes any previous proxy with respect to Key Holder Shares and shall not hereafter grant any other proxy or power of attorney with respect to any Key Holder Shares, deposit any Key Holder Shares into a voting trust or enter into any agreement, arrangement or understanding with any person to vote or grant any proxy with respect to any Key Holder Shares with respect to the matters set forth herein, expect as set forth in the Stock Pledge and Security Agreements.

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3.4 Governing Law. This Agreement shall be governed by and construed under the laws of the State of New York as such laws are applied to agreements among New York residents entered into and performed entirely within the State of New York. The parties agree that any action brought by any party under or in relation to this Agreement, including without limitation to interpret or enforce any provision of this Agreement, shall be brought in, and each party agrees to and does hereby submit to the jurisdiction and venue of, any state or federal court located in the County of Monroe, State of New York.

3.5 Amendment or Waiver. This Agreement may be amended or modified (or provisions of this Agreement waived) only upon the written consent of the parties hereto.

3.6 Severability. In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

3.7 Successors and Assigns. The provisions hereof shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors, assigns, heirs, executors, administrators and other legal representatives.

3.8 Additional Shares. If after the date of this Agreement any shares or other securities are issued on, or in exchange for, any of the Key Holder Shares by reason of any stock dividend, stock split, combination of shares, reclassification, or the like, such shares or securities shall be deemed to be Key Holder Shares, as the case may be, for purposes of this Agreement.

3.9 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together shall constitute one instrument.

3.10 Waiver. No waivers of any breach of this Agreement extended by any party hereto to any other party shall be construed as a waiver of any rights or remedies of any other party hereto or with respect to any subsequent breach.

3.11 Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party, upon any breach, default or noncompliance by another party under this Agreement shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of or in any similar breach, default or noncompliance thereafter occurring. Any waiver, permit, consent or approval of any kind or character on any party’s part of any breach, default or noncompliance under this Agreement or any waiver on such party’s part of any provisions or conditions of the Agreement must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement by law, or otherwise afforded to any party, shall be cumulative and not alternative.

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3.12 Attorney’s Fees. If any suit or action is instituted under or in relation to this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of such suit or action (including any appeals), including without limitation, the reasonable fees and expenses of attorneys and accountants.

3.13 Notices. All notices required in connection with this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; if not, then on the next business day, (c), one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written notification of receipt. All communications shall be sent to the parties at the address and facsimile number appearing on the signature page hereof or at such address as such party may designate by ten (10) days written notice to the other parties hereto.< /div>

3.14 Entire Agreement. This Agreement and the Exhibits hereto, along with the Asset Purchase Agreement and the other documents delivered pursuant thereto, constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof and no party shall be liable or bound to any other in any manner by any oral or written representations, warranties, covenants or agreements except as specifically set forth herein and therein. Each party expressly represents and warrants that it is not relying on any oral or written representations, warranties, covenants or agreements outside of this Agreement.

[SIGNATURE PAGE FOLLOWS]

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VOTING AGREEMENT SIGNATURE PAGE

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

COMPANY: INTERNET MEDIA SERVICES, INC.	INVESTOR: DOCUMENT SECURITY SYSTEMS, INC.
By:________________________________ Name:____________________________ Title: ______________________________ Address:___________________________ __________________________________ Fax:_______________________________	By:________________________________ Name: _____________________________ Title: ______________________________ Address:___________________________ __________________________________ Fax:_______________________________

KEY HOLDER: Raymond Meyers

Address: ________________________________

Fax: ________________________________

KEY HOLDER: Michael Buechler

Address: ________________________________

Fax: ________________________________

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EXHIBIT A

LIST OF KEY HOLDERS

Raymond Meyers

Michael Buechler

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Exhibit F

Form Stock Pledge and Escrow Agreement

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STOCK PLEDGE AND ESCROW AGREEMENT

THIS AGREEMENT is made the __ day of October, 2009, between Lester Levin Inc., a New York corporation (“LLI”), Document Security Systems, Inc., a New York corporation (“DSS”) (hereinafter collectively referred to as “Obligees”) and Raymond Meyers (hereinafter referred to as “Pledgor”), Internet Media Services, Inc., a Delaware corporation (the “Company”), and ______________________ (hereinafter referred to as “Escrow Agent”).

Recitals

WHEREAS, Pledgor is a controlling stockholder, President and director of the Company;

WHEREAS, LLI and the Company have entered into that certain Asset Purchase Agreement of even date herewith (the “Asset Purchase Agreement”) pursuant to which LLI is selling and transferring certain assets of its LegalStore.com business to the Company in exchange for the issuance to LLI’s parent corporation, DSS, 7,500,000 shares of common stock of the Company;

WHEREAS, pursuant to the covenants in the Asset Purchase Agreement, following the transaction, the Company is obligated to take certain measures to advance the business of the Company;

WHEREAS, Pledgor has agreed to secure the performance of the Company’s obligations to Obligees pursuant to such covenants in the Asset Purchase Agreement by executing this agreement and transferring to and registering in the name of the Escrow Agent the 9,000,000 shares of stock of the Company held by the undersigned.

NOW, THEREFORE, in consideration of the premises and understandings contained herein and for good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows:

1.	Pledge Agreement

(a) As collateral security for the performance of those certain covenants of the Company under the Asset Purchase Agreement set forth in Section 1(b) below, Pledgor hereby (i) grants to Obligees a security interest in and (ii) pledges to Obligees and (iii) transfers as security all of the following instruments and property (receipt of which is hereby acknowledged by Escrow Agent):

(i) Nine million (9,000,000) shares of common stock of Company held by the Pledgor and all successor stock to said shares, replacement stock for said shares, substituted stock for said shares or additional shares of stock of Company issued or transferred as a dividend on or stock split of or otherwise received because of or in lieu of the ownership of said shares of common stock of Company during the term of this agreement, whether the same resulted from merger, consolidation, reorganization or otherwise (hereinafter sometimes referred to as “Shares”), all to be registered in the name of the Escrow Agent; and

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(ii) Any and all other instruments or cash or, in kind, dividends or other property which anyone is or may hereafter become entitled to receive with respect to replacement of, substitution for, or succession to the aforesaid Shares.

All of the foregoing property and instruments shall be individually and collectively hereinafter referred to as “Collateral.” The Collateral shall be held by the Escrow Agent hereinafter named in accordance with the terms and pro-visions contained in this agreement.

Certificates registering the Shares should be registered in the name of the Escrow Agent.

Pledgor agrees to forthwith deliver to Escrow Agent any and all Collateral hereafter acquired by Pledgor along with stock powers duly endorsed in blank with respect to any stock certificate therefor.

(b) The following events shall constitute an “Event of Default” under this agreement: (i) The Company’s failure to comply with the following covenants in Article VI of the Asset Purchase Agreement: Section 6.2 Board of Directors; Section 6.3 Working Capital; Section 6.4 Registration of Shares; Section 6.8 Corporate Existence; Reporting Status; Section 6.9 Certain Negative Covenants (the “Company’s Covenants”), which covenants are incorporated herein by reference; and (ii) a breach of the Company’s representations and warranties set forth in Section 5 of the Asset Purchase Agreement, which representations and warranties are incorporated herein by reference.

2.	Escrow Agent

The parties agree that the Escrow Agent shall be ____________________. Pledgor shall deliver the Collateral described in Paragraph (1) herein, simultaneously with the execution hereof, to Escrow Agent who shall hold and maintain the Collateral pursuant to the terms hereof. The Escrow Agent's compensation, if any, shall be paid one-half by the Company and one-half by DSS.

3.	Voting and Dividend Rights

During the term of this agreement, and until such time, if any, that an Event of Default has occurred, Pledgor or his assigns shall have the right to vote the Shares now or hereafter pledged. In the event an Event of Default has occurred, (which Event of Default shall be proven by the execution of an affidavit by an DSS officer (the “Obligee Representative“) stating that Company is in default of one or more such obligations), then upon the Escrow Agent receiving both such affidavit and a proof of service that such affidavit was served upon Pledgor, DSS shall have the right (but not the obligation) to vote the Shares held pursuant to this escrow and exercise and receive all other rights and privileges, including dividends, which are associated with the ownership of such Shares.

Other than as set forth above, neither Obligees nor the Escrow Agent, nor their assignees or anyone else taking under them, shall exercise the rights of a holder of the Shares (or its successors) unless and until the Collateral is accepted by the Obligee Representative pursuant to Subparagraph 4(a) herein.

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4.	Default and Remedies

(a) Whenever an Event of Default exists as set forth in Paragraph 3 due to the failure to comply with the Company's Covenants in Section 6.3 Working Capital, and Section 6.4 Registration of Shares of the Asset Purchase Agreement; and such Event of Default has not been cured on or before October 8, 2010 (the "Registration Deadline"), Obligee Representative, at its option, may (in addition to the rights provided for in Paragraph 3):

(i) Accept such portion of the Collateral as is set forth in Schedule I attached hereto based on the Event of Default existing at Registration Deadline, by giving notice of such fact to Pledgor and the Escrow Agent, in which case the Escrow Agent shall forthwith deliver the Collateral to Obligee Representative, as agent for all the Obligees, and this escrow shall be terminated.

(ii) Exercise any remedies of a secured party under the New York Uniform Commercial Code (the “UCC“). When such process is complete, the Escrow Agent shall distribute any remaining assets held by the Escrow Agent to the Pledgor and this escrow shall be terminated. The Pledgor's and the Company shall assist in the issuance of new certificates representing the Collateral.

(b) Notwithstanding anything to the contrary herein, certificates representing all Shares held as Collateral shall be delivered to the Obligees until the Obligees receive a balance certificate duly issued by the Company representing the number of Shares the Obligees are entitled to receive under this Section 4.

(c) Nothing herein contained is intended, nor should it be construed, to preclude Obligees from pursuing any other remedy provided by law or otherwise as a means of enforcing their rights. The foregoing remedies are in addition to, and not in derogation of, any statutory, equitable, or common law remedy that the Obligees may have with respect to the Pledgor, the Company and the transactions contemplated by this Agreement.

5.	Satisfaction of Obligations

At such time as the Company has satisfied the Company Covenant set forth in the Asset Purchase Agreement, Section 6.4 Registration of Shares or at such time as the Obligee Representative has accepted the Collateral as set forth in Paragraph 4(a) above:

(a) Obligees, Obligee Representative, or Pledgor shall promptly notify the Escrow Agent in writing of such claim or such alleged acceptance.

(b) Upon such notification, the Escrow Agent shall notify Obligees of such claim or acceptance within three (3) business days of the receipt of the same.

(c) If (i) Obligees have made such notification of satisfaction of the Company’s Covenants or acceptance, or (ii) Obligees either acknowledge the claim or alleged acceptance to be true or do not object in writing within thirty (30) days of receipt of notice of the same from the Escrow Agent, then this agreement shall terminate and the Escrow Agent shall release any and all Collateral pledged or otherwise secured hereunder from the lien or liens as provided in this agreement and Escrow Agent shall transfer to Pledgor all of such Collateral then held by Escrow Agent, subject to compliance with Section 4(b), including Obligees acknowledgments (if any) that the obligations have been fulfilled.

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(d) If Obligees do object to the claim or the alleged acceptance within said thirty (30) day period, then the Escrow Agent shall submit the question of the validity of the claim or the alleged acceptance to arbitration to be held according to the rules of the American Arbitration Association, one arbitrator, in Rochester, New York.

6.	Sale or Transfer of Collateral

During the term of this agreement, neither Obligees nor Escrow Agent shall sell or attempt to sell, assign, release, encumber or otherwise transfer or dispose of any of the Collateral pledged hereunder, except as may be allowed by Paragraphs 4 or 5 herein.

7.	Duties and Powers Of Escrow Agent

(a) The Escrow Agent shall have only such responsibility with respect to the Collateral held in escrow as is expressly provided for in this agreement. In the absence of gross negligence, bad faith or fraud with respect to the performance of its obligation hereunder, the Escrow Agent shall not incur liability to any other party hereto. The Escrow Agent shall not incur liability because of any substantive insufficiency in the form or manner of the execution by Obligee Representative or Pledgor of any notice or other instrument required, permitted or contemplated by this agreement, nor as a result of relying on the validity of any such notice or written instrument signed by a party unless the Escrow Agent was consulted regarding the same.

(b) The powers conferred on the Escrow Agent shall not impose any duty upon the Escrow Agent to exercise any such powers. The Escrow Agent shall be accountable only for property that it actually receives as a result of the exercise of such powers, and it shall not be responsible to the Pledgor for any act or failure to act hereunder, except for its own gross negligence or willful misconduct.

(c) The Escrow Agent's sole duty with respect to the custody, safekeeping and physical preservation of the collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Escrow Agent deals with similar property for its own account. The Escrow Agent shall not be liable for failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or otherwise.

(d) All authorizations and agencies herein contained with respect to the Collateral are irrevocable and powers coupled with an interest.

8.	Resignation of the Escrow Agent

The Escrow Agent may resign upon thirty (30) days written notice to the other parties. If a successor Escrow Agent shall not have been designated herein or appointed by Pledgor and Obligee Representative before the effective date of such resignation, the Escrow Agent may petition any state or federal court to appoint a successor.

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Waivers

Any forbearance, failure or delay by any party in exercising any right, power, or remedy hereunder shall not be deemed to be a waiver of such right, power, or remedy and any single or partial exercise of any right, power, or remedy hereunder shall not preclude the further exercise thereof; and any right, power and remedy shall continue in force and effect until such right, power or remedy is specifically waived by an instrument in writing. No waiver of any of the provisions of this agreement shall be deemed or shall constitute a waiver of any other provision of this agreement, nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

10.

Benefits

This agreement shall inure to the benefit of the parties, their heirs, personal representatives and permitted assigns and shall be binding upon the parties and their respective heirs and personal representatives.

11.	Choice of Law

This agreement shall be governed by the laws of the State of New York, and unless otherwise defined or provided herein, all words in this agreement have the meanings given them in the UCC.

12.

Captions

The subject headings of the paragraphs of this agreement are included for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions.

13.

Notices

Any notice under this agreement shall be in writing, and any written notice or other document shall be deemed to have been duly given:

(a) On the date of personal service on the parties,

(b) One day after being sent by professional or overnight courier or messenger service guaranteeing one day delivery, with receipt confirmed by the courier, or

(c) On the date of transmission if sent by telegram, telex, telecopy, or other means of electronic transmission resulting in written copies, with receipt confirmed.

Any such notice shall be delivered or addressed to the parties at the addresses set forth below or at the most recent address specified by the addressee through written notice under this provision. Failure to conform to the requirement that mailings be done by registered or certified mail shall not defeat the effectiveness of notice actually received by the addressee.

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14.	Entire Agreement; Amendments

(a) This Agreement and the Schedule hereto, along with the Asset Purchase Agreement and the other documents delivered pursuant thereto, constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof and no party shall be liable or bound to any other in any manner by any oral or written representations, warranties, covenants or agreements except as specifically set forth herein and therein. Each party expressly represents and warrants that it is not relying on any oral or written representations, warranties, covenants or agreements outside of this Agreement.

(b) The provisions of this agreement may be modified at any time by written agreement of the parties. Any such agreement made after the date of this agreement shall be ineffective to modify this agreement in any respect unless in writing and signed by each of the parties hereto.

15.	Counterparts

This agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument and agreement.

16.	Severability

Each separately numbered paragraph of this agreement shall be treated as severable, to the end that if any one or more such paragraphs shall be adjudged or declared illegal, invalid or unenforceable, this agreement shall be interpreted and shall remain in full force and effect, as though such paragraph or paragraphs had never been contained in this agreement.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties have executed this agreement on the date first above written.

PLEDGOR	COMPANY

RAYMOND MEYERS	INTERNET MEDIA SERVICES, INC.

Signature: /s/ Raymond Meyers	Signature:___________________________
Address: _________________________	By:_____________________________
_________________________________	Title:____________________________
_________________________________	Address:__________________________
	_________________________________
OBLIGEES	_________________________________

DOCUMENT SECURITY SYSTEMS, INC.

Signature:_________________________
By:_________________________
Title:_________________________
Address:_________________________


LESTER LEVIN INC.

Signature:_________________________
By:_________________________
Title:_________________________
Address:_________________________


AGREED AND ACCEPTED:

ESCROW AGENT

Name:_________________________
By:_________________________
Title:_________________________
Address:_________________________

Escrow Agent, who acknowledges receipt of the property set forth in Paragraph 1(a) above.

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Schedule I

To Stock Pledge And Escrow Agreement

Event of Default Existing at Registration Deadline	Number of Shares which Obligees May Accept on Event of Default pursuant to Section
Section 6.3 - Working Capital; and Section 6.4 - Registration of Shares	8,600,000 shares of Company's Common Stock
Section 6.4 - Registration of Shares	3,250,000 shares of Company's Common Stock

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STOCK PLEDGE AND ESCROW AGREEMENT

THIS AGREEMENT is made the __ day of October, 2009, between Lester Levin Inc., a New York corporation (“LLI”), Document Security Systems, Inc., a New York corporation (“DSS”) (hereinafter collectively referred to as “Obligees”) and Michael Buechler (hereinafter referred to as “Pledgor”), Internet Media Services, Inc., a Delaware corporation (the “Company”), and ______________________ (hereinafte r referred to as “Escrow Agent”).

Recitals

WHEREAS, Pledgor is a controlling stockholder, President and director of the Company;

WHEREAS, pursuant to the covenants in the Asset Purchase Agreement, following the transaction, the Company is obligated to take certain measures to advance the business of the Company;

WHEREAS, Pledgor has agreed to secure the performance of the Company’s obligations to Obligees pursuant to such covenants in the Asset Purchase Agreement by executing this agreement and transferring to and registering in the name of the Escrow Agent the 4,000,000 shares of stock of the Company held by the undersigned.

NOW, THEREFORE, in consideration of the premises and understandings contained herein and for good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows:

1.	Pledge Agreement

(i) Four million (4,000,000) shares of common stock of Company held by the Pledgor and all successor stock to said shares, replacement stock for said shares, substituted stock for said shares or additional shares of stock of Company issued or transferred as a dividend on or stock split of or otherwise received because of or in lieu of the ownership of said shares of common stock of Company during the term of this agreement, whether the same resulted from merger, consolidation, reorganization or otherwise (hereinafter sometimes referred to as “Shares”), all to be registered in the name of the Escrow Agent; and

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Certificates registering the Shares should be registered in the name of the Escrow Agent.

Pledgor agrees to forthwith deliver to Escrow Agent any and all Collateral hereafter acquired by Pledgor along with stock powers duly endorsed in blank with respect to any stock certificate therefor.

2.	Escrow Agent

3.	Voting and Dividend Rights

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4.	Default and Remedies

5.	Satisfaction of Obligations

(a) Obligees, Obligee Representative, or Pledgor shall promptly notify the Escrow Agent in writing of such claim or such alleged acceptance.

(b) Upon such notification, the Escrow Agent shall notify Obligees of such claim or acceptance within three (3) business days of the receipt of the same.

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6.	Sale or Transfer of Collateral

7.	Duties and Powers Of Escrow Agent

(d) All authorizations and agencies herein contained with respect to the Collateral are irrevocable and powers coupled with an interest.

8.	Resignation of the Escrow Agent

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Waivers

10.

Benefits

11.	Choice of Law

This agreement shall be governed by the laws of the State of New York, and unless otherwise defined or provided herein, all words in this agreement have the meanings given them in the UCC.

12.

Captions

The subject headings of the paragraphs of this agreement are included for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions.

13.

Notices

Any notice under this agreement shall be in writing, and any written notice or other document shall be deemed to have been duly given:

(a) On the date of personal service on the parties,

(b) One day after being sent by professional or overnight courier or messenger service guaranteeing one day delivery, with receipt confirmed by the courier, or

(c) On the date of transmission if sent by telegram, telex, telecopy, or other means of electronic transmission resulting in written copies, with receipt confirmed.

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14.	Entire Agreement; Amendments

15.	Counterparts

This agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument and agreement.

16.	Severability

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties have executed this agreement on the date first above written.

PLEDGOR	COMPANY

MICHAEL BUECHLER	INTERNET MEDIA SERVICES, INC.

Signature: /s/ Michael Buechler	Signature:___________________________
Address: _________________________	By:_____________________________
_________________________________	Title:____________________________
_________________________________	Address:__________________________
	_________________________________
OBLIGEES	_________________________________

DOCUMENT SECURITY SYSTEMS, INC.

Signature:_________________________
By:_________________________
Title:_________________________
Address:_________________________



LESTER LEVIN INC.

Signature:_________________________
By:_________________________
Title:_________________________
Address:_________________________



AGREED AND ACCEPTED:

ESCROW AGENT

Name:_________________________
By:_________________________
Title:_________________________
Address:_________________________

Escrow Agent, who acknowledges receipt of the property set forth in Paragraph 1(a) above.

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Schedule I

To Stock Pledge And Escrow Agreement

Event of Default Existing at Registration Deadline	Number of Shares which Obligees May Accept on Event of Default pursuant to Section
Section 6.3 - Working Capital; and Section 6.4 - Registration of Shares	3,900,000 shares of Company's Common Stock
Section 6.4 - Registration of Shares	2,000,000 shares of Company's Common Stock

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Exhibit G

Form Lock-Up Agreement

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Internet Media Services, Inc.

4553 Glencoe Avenue, Suite 325

Marina del Rey, CA 90292

October ____, 2009

To: Holders of Internet Media Services, Inc. Common Stock

Re: Lock-Up Agreement

Gentlemen:

Internet Media Services, Inc. (“IMS” or the “Company”) has entered into an Asset Purchase Agreement with Lester Levin Inc. (“Seller”), a New York corporation, dated October 8, 2009, whereby IMS will purchase certain assets of Seller relating to Seller’s business known as LegalStore.Com (the “Agreement”) in exchange for the issuance of 7,500,000 shares of its Common Stock, par value $.001 per share (the “Common Stock”) to Document Security Systems, Inc. (“DSS”), the sole-shareholder of Seller.

In accordance with the terms of the Agreement, as soon as practicable but not later than 180 days of closing, IMS will file a Registration Statement on Form S-1 with the Securities and Exchange Commission (“SEC”) registering all the shares of IMS Common Stock issued to Seller and/or DSS under the Agreement (“the Registration Statement”) and within 360 days of closing shall have the Registration Statement covering such shares declared effective, as provided in that certain Registration Rights Agreement between IMS and DSS, dated October ___, 2009 (the “Registration Rights Agreement”).

You are collectively the holders ( the “Holders”) of 13,000,000 shares of Common Stock of the Company.

In order for DSS to realize full and adequate consideration under the Agreement, and as a condition precedent to the Agreement, it is essential that the Company’s Holders agree not to sell or otherwise dispose of their Common Stock in the Company for the agreed upon period stated herein.

By signing and returning this agreement in the manner indicated below, the undersigned, Raymond Meyers and Michael Buechler, hereby agree not to, directly or indirectly, publicly sell, contract to sell or otherwise transfer any of the IMS Common Stock beneficially owned by them, for a period of the earlier of (i) two (2) years from the date hereof, or (ii) one (1) year from the effective date of the Registration Statement (the “Lock-Up Period”).

If IMS engages an underwriter or placement agent during the Lock-Up Period, or otherwise attempts to raise additional capital through the sale of IMS Common Stock and/or other equity securities of the Company, in a public offering or private placement, upon notice of commencing such public offering or private placement, the Holders of IMS Common Stock subject to lock-up agreements will refrain from making any sales, transfers or other dispositions in the course of such offering until after the expiration of the Lock-Up Period.

By signing and returning this agreement, you further (i) represent and consent that you have full power and authority to enter into this lock-up agreement and that, upon request, you will execute any additional documents necessary or desirable in connection with this lock-up agreement and its enforcement, (ii) understand that this lock-up agreement is irrevocable by you, all authority herein conferred by you or agreed to be conferred by you shall survive your death or incapacity, and any of your obligations hereunder shall be binding on you and your heirs, personal representatives, successors and assigns, (iii) acknowledgement that this is agreement is entered into in favor of DSS and Seller who are relying upon its terms in entering into the Agreement, and (iv) acknowledge receipt of adequate consideration for providing this lock-up agre ement.

-78-

In order to enable the aforesaid covenant to be enforced, you hereby consent to the placing of a restrictive legend and/or stop-transfer order with the transfer agent of the Common Stock with respect to any of the Common Stock registered in your name or beneficially owned by you.

Whether registration of the Common Stock actually occurs depends on a number of factors. Notwithstanding the foregoing, this lock-up agreement will terminate upon expiration of the Lock-Up Period.

Accordingly, to evidence your agreement to the terms hereof, please date, and sign and return this lock-up agreement where indicated by law.

[SIGNATURE PAGE FOLLOWS]

--------------------------------------------------------------------------------

-79-

[SIGNATURE PAGE TO LOCK-UP AGREEMENT]

Acknowledged and Agreed

this ___ day of ____________, 2009:

/s/ Ray Meyers

Name: Ray Meyers (Holder 9,000,000 shares of Common Stock)

Acknowledged and Agreed

This ___ day of ___________, 2009:

/s/ Michael Buechler

Name: Michael Buechler (Holder 4,000,000 shares of Common Stock)

-80-

Exhibit H

Form Assignment and Assumption Agreement

-81-

ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement is made as of October ____, 2009 (the “Closing Date”), by and between Internet Media Services, Inc., a Delaware corporation (the “Buyer”), and lester levin Inc., a New York corporation (the “Seller”). Capitalized terms use d but not defined in this Assignment and Assumption Agreement shall have the meanings given to them in that certain Asset Purchase Agreement, dated as of October ___, 2009, between the Buyer and the Seller, as the same may be amended (the “Agreement”).

W I T N E S S E T H :

Whereas, pursuant and subject to the terms and conditions of the Agreement, the Seller is causing the Acquired Assets to be sold, assigned, transferred, conveyed and delivered to the Buyer; and

Whereas, in connection with the sale of the Acquired Assets to the Buyer, the Buyer and the Seller wish to provide for the limited assumption by the Buyer of certain obligations of the Seller (the “Assumed Liabilities,” as such term is defined in the Agreement).

Now, Therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged:

1. The Seller hereby sells, assigns, transfers, conveys and delivers to the Buyer all right, title and interest in, to and under each Assumed Liability; and

2. The Buyer hereby assumes the obligations of the Seller under each Assumed Liability pursuant to the terms of the Agreement.

Notwithstanding anything to the contrary contained herein: (a) nothing contained in this Assignment and Assumption Agreement is intended to provide any rights to the Seller or Buyer (beyond those rights expressly provided to the Seller and Buyer, respectively, in the Agreement); (b) nothing contained in this Assignment and Assumption Agreement is intended to impose any obligations or liabilities on the Buyer or Seller (beyond those obligations and liabilities expressly imposed on the Buyer and Seller, respectively, in the Agreement); and (c) nothing contained in this Assignment and Assumption Agreement is intended to limit any of the rights or remedies available to the Buyer or Seller under the Agreement.

Nothing contained in this Assignment and Assumption Agreement is intended to provide any right or remedy to any person or entity, other than the Seller.

The Assignment and Assumption Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

This Assignment and Assumption Agreement shall be construed in accordance with, and governed in all respects by, the internal laws of the State of New York (without giving effect to principles of conflicts of laws).

[End of Assignment and Assumption Agreement – Signature Page Follows]

-82-

	Internet Media Services, Inc.
	a Delaware corporation



	By: /s/ Raymond Meyers
	Raymond Meyers
	President and Chief Executive Officer



	lester levin Inc.,
	a New York corporation

	By: /s/ Patrick White
	Patrick White
	President

-83-

Schedule 2.1(a)

Equipment

-84-

Legalstore.Com Fixed Assets Listing

Neopost S130 folder/inserter

Warehouse Shelves

Cubicles and Desks

Legalstore door emblem

Legal Store – Phone System

Stern Properties – Leaseholds

2 Color Press-AB Dick

ATX MidTower

Legalstore Trade Show Booth

Legalstore Website- redesign

Legalstore.com Gproxy web site development

Triumph 20” cutter

9850 Color non-working press

AB Dick Digital Platemaker

APS Shrinkwrapper

Pitney Bowes lease (mail machine)

2 HP Laserjet 1160 printers

1 Laserjet 5si computer

2 Soyata computers

1 Lenovo Computer

2 HP P1505

Cannon Imagerunner 330

5 filing Cabinets

1 Paddy wagon

1 Drill

-85-

Schedule 2.1(b)

Inventory

-86-

Document Security Systems Inc
Custom Inventory Valuation Summary
End of Sep 2009


Item	Description	Inv. Value	On Hand
Inventory Item
180	Uncontested Divorce Kit, NY	$32.52	1.00
495	Journal of Notarial Acts, Hardcover	$45.20	2.00
595	Criminal Defense Case File	$47.52	66.00
597	3/4" Expansion Retention Jackets,	$71.06	209.00
601	Journal of Notarial Acts, Softcover	$31.90	2.00
801	9 x 12 Brown Kraft Gummed, No Clasp	$46.44	9.00
804	10 x 15 Brown Kraft Gummed, No Clasp, Open End	$95.21	9.00
805	9" x 12" Tyvek Open End White Envelopes, 100 per box.	$89.40	4.00
809	10" x 15" Tyvek Open End White Envelopes, 100 per box.	$54.16	2.00
815	10 x 13 White Wove Gummed, No Clasp, Open Side, 28lb	$24.80	4.00
820	9-1/2 x 12-1/2 Heavy Duty Envelopes, gummed flap	$59.79	3.00
821	10x15 Heavy Duty Envelopes, gummed flap	$59.79	3.00
824	10" x 13" Tyvek Open End White Envelopes, First Class, 100 per box.	$29.78	1.00
825	6.5" x 9.5" Tyvek Open End White Envelopes, First Class, 100 per box.	$49.50	2.00
826	9.5" x 12.5" Tyvek Open End White Envelopes, First Class, 100 per box.	$87.00	3.00
827	10" x 15" Tyvek Open End White Envelopes, First Class, 100 per box.	$112.20	4.00
828	Tyvek Mailer 12" x 15-1/2" Green Diamond First Class Envelope	$66.15	3.00
829	9" x 12" Tyvek Open End White Envelopes, First Class, 100 per box.	$100.80	4.00
835	Grey Kraft Envelopes 9" x 12" Open End Clasp, 100 per box.	$41.83	3.00
836	Grey Kraft Enveloes 9-1/2" x 12-1/2" Open End Clasp, 100 per box.	$129.68	8.00
837	Grey Kraft Envelopes 10" x 13" Open End Clasp, 100 per box.	$13.39	1.00
838	Grey Kraft Enveloes 10" x 15" Open End Clasp, 100 per box.	$59.53	3.00
847	5" x 3" white shipping labels, 6-up, (100 sheets per package)	$357.00	17.00
848	4" x 3-1/3" white shipping labels, 6-up, (100 sheets per package)	$117.30	15.00
901	Green Diamond Envelopes 9-1/2" x 12-1/2", First Class Mail, 100 per package.	$27.57	3.00
949	Patent Folder, Jute, Printed, , 10-1/4" x 15"	$23.12	8.00
1030		$37.80	2.00
2301	Testament Ledger Last Will & Testament Envelopes	$149.45	7.00
2302	Legal Size Testament Ledger Last Will & Testament Covers	$106.01	5.00
2303	Letter Size Testament Ledger Last Will & Testament Covers	$185.85	9.00
2304	Legal Size Testament Ledger Last Will & Testament Will Kit	$184.50	5.00
2306	Letter Size Testament Ledger Last Will & Testament Will Kit	$184.50	5.00
2307	Letter Size Pebble Finish Last Will & Testament Covers	$598.85	29.00
2308	Legal Size Pebble Finish Last Will & Testament Covers	$413.00	20.00
2309	Pebble Finish Last Will & Testament Envelopes	$330.40	16.00
2310	Pebble Finish Will Envelopes	$247.80	12.00
2311	Legal Size Pebble Finish Will Covers	$123.90	6.00
2312	Letter Size Pebble Finish Will Covers	$227.15	11.00
2313	Legal Size Pebble Finish Will Kit	$129.84	4.00
2314	Letter Size Pebble Finish Will Kit	$64.92	2.00
2316	Legal Size Testament Ledger, Last Will & Testament Paper	$125.80	10.00
2317	Legal Size Testament Ledger, Blank Paper	$147.05	17.00
2318	Letter Size Testament Ledger, Last Will & Testament Paper	$96.11	7.00
2319	Letter Size, Testament Ledger, Blank Paper	$112.45	13.00
2320	Legal Size Blue Ruled Will Paper	$53.44	8.00
2321	Letter Size Blue Ruled Will Paper	$17.88	4.00
2322	Letter Extra Size Red Ruled Will Paper	$64.30	10.00
2323	Wax Seal Red Replacement Bars	$14.10	2.00
2324	Legal Size Excelsior Bond Paper	$16.02	3.00
2326	Legal Size Excelsior Bond Will Paper	$62.10	5.00
2327	Letter Size Excelsior Bond Will Paper	$26.52	2.00
2328	Letter Size Excelsior Bond Paper	$10.35	3.00

-87-

2332	Legal Size Black Ruled Last Will & Testament Paper	$117.52	8.00
2333	Legal Size Black Ruled Paper	$53.15	5.00
2334	Letter Size Black Ruled Last Will & Testament Paper	$42.99	3.00
2335	Letter Size Black Ruled Paper	$10.63	1.00
2336	Legal Size Pebble Finish Last Will and Testament Kit	$66.54	2.00
2337	Letter Size Pebble Finish Last Will and Testament Kit	$66.54	2.00
2338	Pebble Finish Will Envelopes, Oversized	$58.26	1.00
2339	Pebble Finish Last Will & Testament Envelopes, Oversized	$291.30	5.00
2340	Pebble Finish Will Envelopes, Oversized	$120.54	3.00
2341	Pebble Finish Blank Envelopes	$165.20	8.00
2342	Pebble Finish Last Will & Testament Envelopes, Side Opening	$185.85	9.00
2343	Pebble Finish Declaration of Trust Envelopes	$48.36	2.00
2344	Pebble Finish Envelopes, Side Opening	$49.20	3.00
2345	Testament Ledger Blank Envelopes, Oversized	$309.00	5.00
2354	Legal Size Pebble Finish Declaration of Trust Covers	$46.08	2.00
2355	Letter Size Pebble Finish Declaration of Trust Covers	$49.56	2.00
2365	Legal Size Black Ruled Last Declaration of Trust Paper	$44.07	3.00
2366	Letter Size Black Ruled Last Declaration of Trust Paper	$44.07	3.00
3001	Letter Size Stock Presentation Folders, Black Linen	$267.24	393.00
3002	Letter Size Stock Presentation Folders, Dark Blue Linen	$307.36	452.00
3003	Letter Size Stock Presentation Folders, Burgundy Linen	$127.84	188.00
3004	Letter Size White Gloss Presentation Folders	$38.15	109.00
3005	Letter Size Stock Presentation Folders, Forest Green Linen	$348.16	512.00
3006	Letter Size Stock Presentation Folders, Red Wove	$131.24	193.00
3007	Letter Size Stock Presentation Folders, Brown Wove	$220.32	324.00
3008	Letter Size Stock Presentation Folders, Teal Wove	$23.80	35.00
3015	Bankruptcy Forms, Chapter 7,12 and 13	$53.46	2.00
3086	Certified mail labels, 8 1/2" x 7", 100 per box.	$102.22	1.00
3101	Legal Size Stock Presentation Folders, Black Linen	$282.48	321.00
3102	Legal Size Stock Presentation Folders, Dark Blue Linen	$300.08	341.00
3103	Legal Size Stock Presentation Folders, Burgundy Linen	$682.00	775.00
3104	Legal Size White Gloss Presentation Folders	$312.96	489.00
3105	Legal Size Stock Presentation Folders, Green Linen	$355.52	404.00
3106	Legal Size Stock Presentation Folders, Red Wove	$69.52	79.00
3107	Legal Size Stock Presentation Folders, Brown Wove	$71.28	81.00
3108	Legal Size Stock Presentation Folders, Teal Wove	$146.96	167.00
3115	Tribute® Document Wallets	$28.64	4.00
3116	Tribute® Presentation Wallets	$164.16	18.00
3140	Lead Paint Booklet	$3.00	12.00
3701	Consumer Law Pamphlets, What Your Should Know About Buying a Home	$73.58	2.00
3702	Consumer Law Pamphlets, What to Do if You're in an Auto Accident	$147.16	4.00
3703	Consumer Law Pamphlets, What You Should Know About Wills	$36.79	1.00
3704	Consumer Law Pamphlets, What You Should Know About Divorce	$36.79	1.00
3705	Consumer Law Pamphlets, When You Can't Pay Your Debts	$36.79	1.00
3706	Consumer Law Pamphlets, What You Should Know About Your Legal Health	$36.79	1.00
3707	Consumer Law Pamphlets, What You Should Know About Estate Planning	$36.79	1.00
3708	Consumer Law Pamphlets, What You Should Know About Obtaining Compensation For Your Personal Injuries	$36.79	1.00
3709	Consumer Law Pamphlets, What Your Should Know About Exercising Your Rights as an Employee	$36.79	1.00
3710	Consumer Law Pamphlets, What Your Should Know About Guardianship, Living Wills and Power of Attorney	$73.58	2.00
3711	Business Law Pamphlets, Collecting Accounts Receiveable and Business Debts	$73.58	2.00
3712	Business Law Pamphlets, Firing Employees	$36.79	2.00
3713	Business Law Pamphlets, Protecting Your Company's Legal Health	$18.40	1.00
3714	Business Law Pamphlets, Protecting Your Investment in Intellectual Property	$36.79	2.00
3715	Business Law Pamphlets, Doing Business as Limited Liability Company	$73.58	2.00
3716	Consumer Law Pamphlets, What Your Should Know About Social Security and Medicare	$36.79	1.00
3717	Consumer Law Pamphlets, What Your Should Know About Your Rights as a Landlord or Tenant	$36.79	1.00
3718	Consumer Law Pamphlets, What You Should Know If Your Are Arrested	$36.79	1.00
3719	Consumer Law Pamphlets, Preparing To Be a Witness at Deposition or Trial	$36.79	1.00
3720	Consumer Law Pamphlets, What To Do When a Loved One Dies	$36.79	1.00
3721	Consumer Law Pamphlets, What Your Should Know About Marriage and the Law	$36.79	1.00
3722	Consumer Law Pamphlets, Adoption	$36.79	1.00
04220	Note Size Expanding Red Wallet with Elastic Tie	$42.00	50.00
04221	Letter Size Expanding Red Wallet with Elastic Tie	$29.50	50.00

-88-

04222	Legal Size Expanding Red Wallet with Elastic Tie	$21.25	34.00
04223	Tabloid Size Expanding Red Wallet with Elastic Tie	$45.00	50.00
4400	Tabloid Binder 11" x 17" 1" Capacity	$239.04	48.00
4500	Tabloid Binder 11" x 17" 2" Capacity	$363.15	45.00
4870	FLIP Labels	$22.50	1.00
5011	Rotary File Set, 3-Part	$56.93	3.00
5014	Case Index Files	$213.46	11.00
5015	Attorney New Matter Memo Carbonless Sets, 3-Part	$67.36	4.00
5016	Attorney New Matter Memo Carbonless Sets, 2-Part	$152.80	4.00
5017	Rotary File Set, 4-Part	$20.94	1.00
5019	Rotary File Set, 5-Part	$56.52	2.00
5020	File Label Index Sets, 4" x 6"	$165.60	7.00
5022	Basic Time Control System, 2-Part	$75.60	9.00
5023	Basic Time Control System, 3-Part	$44.46	3.00
5024	Basic Time Control System, 4-Part	$36.48	2.00
5025	Time and Expense Slips with Journal Sheets	$76.01	5.00
5026	Deluxe Walnut Grained Pegboard Portfolio	$50.30	2.00
5027	Attorney Complete Time Control System	$45.00	1.00
5030	Time and Expense Slips File Jackets	$44.64	3.00
5078	Workers Compensation INdexes	$9.87	7.00
5081	Estate Planning Indexes	$16.86	6.00
5082	Employment Litigation Indexes	$14.58	6.00
5083	Litigation Indexes	$16.50	5.00
5085	Family Law Index Dividers	$69.30	22.00
5086	Estate Administration Probate Indexes	$12.15	5.00
5088	Bankruptcy Case Indexes	$29.16	9.00
5090	Limited Partnership LP Tabs	$4.98	2.00
5092	Criminal Litigation Indexes	$19.44	6.00
5094	Ink Refill Automatic Numbering Machine	$5.52	1.00
5095	Immigration Law Indexes	$10.72	8.00
5099	Table of Contents, Letter Size Bottom Tab	$8.46	6.00
5106	Tabloid Size Bottom Blank Writeable Indexes	$92.00	23.00
5107	Letter Size Bottom Blank Writeable Indexes	$65.54	58.00
5108	Legal Size Bottom Blank Writeable Indexes	$135.05	73.00
5113	Plaintiff's Exhibit Goldenrod	$51.84	48.00
5114	Defendant's Exhibit Blue	$79.92	74.00
5115	Corporation Index Tabs, Standard	$2.37	1.00
5116	Blank Blue	$32.40	30.00
5117	Blank Goldenrod	$24.84	23.00
5118	Exhibit Goldenrod	$37.80	35.00
5119	Exhibit Blue	$91.80	85.00
5120	Black Beauty Slipcase	$23.52	3.00
5122	Government Exhibit Goldenrod	$95.04	88.00
5125	Medical Indexes	$18.33	13.00
5130	Transfer Ledger	$4.74	2.00
5133	Letter Size Bottom Exhibit Blank Writeable Indexes	$48.59	43.00
5134	Exhibit Table of Contents, 8 1/2" X 11", 36lb., white ledger stock	$18.90	1.00
5135	Letter Size Side Blank Writeable Indexes	$45.20	40.00
5136	Petitioner's Exhibit White	$41.04	38.00
5137	Blank White	$47.52	44.00
5138	State's Exhibit White	$18.36	17.00
5139	People's Exhibit White	$24.84	23.00
5140	Minute Paper Letter Size 20lb., 3-Hole Punched	$51.74	11.00
5141	Minute Paper Letter Size 20lb., Rectangular Rod Punched	$36.12	7.00
5142	Minute Paper Legal Size 20lb., 3-Hole Punched	$97.35	11.00
5143	Minute Paper Legal Size 20lb., Rectangular Rod Punched	$49.60	6.00
5144	Minute Paper Letter Size 28lb., 3-Hole Punched	$35.52	3.00
5145	Minute Paper Letter Size 28lb., Rectangular Rod Punched	$61.68	5.00
5147	Non-Profit Tabs	$2.55	1.00
5148	Limited Liability Company LLC Tabs	$5.40	2.00
5149	Notarial Seals	$63.38	26.00
5150	Minutes & By-Laws for Corporations, New York	$3.90	1.00
5152	Minutes & By-Laws for Corporations, New York Professional Corporation	$3.90	1.00

-89-

5153	Minutes & By-Laws for Corporations, New York Not-For-Profit	$3.90	1.00
5154	Model Operating Agreements for LLC, New York	$17.94	2.00
5160	Minutes & By-Laws for Corporations, Blank State	$7.80	2.00
5161	Minutes & By-Laws for Corporations, Blank State Membership Corporation	$3.90	1.00
5162	Minutes & By-Laws for Corporations, Blank State Professional Corporation, By-Laws Only	$7.80	2.00
5169	Minutes & By-Laws for Corporations, Missouri	$3.90	1.00
5170	Minutes & By-Laws for Corporations, California	$3.90	1.00
5171	Minutes & By-Laws for Corporations Connecticut	$7.80	2.00
5172	Minutes & By-Laws for Corporations, Delaware	$7.80	2.00
5173	Minutes & By-Laws for Corporations, Florida	$7.80	2.00
5174	Minutes & By-Laws for Corporations, New Jersey	$7.80	2.00
5175	Minutes & By-Laws for Corporations, Pennyslvania	$3.90	4.00
5176	Minutes & By-Laws for Corporations, Texas	$3.90	1.00
5177	Minutes & By-Laws for Corporations, Illinois	$3.90	1.00
5178	Minutes & By-Laws for Corporations, Michigan	$7.80	2.00
5179	Minutes & By-Laws for Corporations, Georgia	$3.90	1.00
5191	Exhibit Fluorescent Red	$23.76	22.00
5192	Exhibit Fluorescent Yellow	$33.48	31.00
5193	Defendant's Exhibit Fluorescent Red	$29.16	27.00
5194	Respondent's Exhibit Goldenrod	$114.48	106.00
5195	Trustee Exhibit Blue	$28.08	26.00
5196	Creditor Exhibit Goldenrod	$35.64	33.00
5197	Debtor Exhibit Blue	$37.80	35.00
5199	Plaintiff's Exhibit Fluorescent Yellow	$42.12	39.00
5206	Declaration White	$17.28	16.00
5207	Joint Exhibit White	$59.40	55.00
5208	Exhibit White	$34.56	32.00
5209	Deposition Exhibit White	$44.28	41.00
5298	Trust Portfolio Indexes	$26.73	9.00
07201	Half Page Size, Mini Roundring Binder, 1" Capacity	$86.40	48.00
08013	A4 Sheet Protector	$36.06	6.00
9012	Patent Receipt Card	$23.63	11.00
9013	Trademark Receipt Card	$2.15	1.00
9203	Patent Folder, Jute, Printed, Side Punched, 10" x 14-1/2"	$108.00	60.00
9204	Patent, jute, printed form, 10" x 15-1/8"	$592.76	292.00
9207	Patent, jute, printed form, 9" x 14-1/2"	$349.20	194.00
9216	Plain, jute, 10" x 14-3/4"	$144.00	80.00
9217	Plain, light green, 10" x 14-3/4"	$360.01	199.00
9218	Patent, Jute Printed Form, 10" x 14-3/4"	$78.75	42.00
9220	U.S. Trademark, rev. 11/89, blue, 10-1/4" x 15-1/8"	$279.00	155.00
9221	Foreign Patent Folder, Gray, 10-1/4" x 15-1/8"	$15.96	6.00
9222	Foreign TM/SM Madrid Protocol and single country, 10-1/4" x 15-1/8" goldenrod, ruled section for notes	$199.28	106.00
9223	Foreign, Trademark Folder, Gray 10-1/4" x 15"	$385.32	169.00
9225	Patent Folder, Jute with Printed Form, 10" x 14-3/4"	$288.26	142.00
9228	Foreign, Patent Folder, Gray 10-1/4" x 15-1/8"	$598.85	295.00
9230	Plain Patent or Trademark Folder, Jute, 10-1/4" x 15-1/8"	$95.37	33.00
9231	Patent Folder, Jute, 10-1/4" x 15"	$34.20	19.00
9232	Domain name file, 10 1/4" x 15 1/8", orange,	$471.75	111.00
9240	U.S. Trademark, rev. 11/89, gray, 10-1/4" x 15-1/8"	$35.18	14.00
09261	Letter Size, Vertical Easel Ring Binder	$39.12	6.00
10310	Letter Size Folders, Reinforced Top Tab, Straight-Cut, Manila	$30.96	3.00
10330	Letter Size 1/3-Cut Manila Folders, Single-Ply	$19.47	3.00
10334	Letter Size 1/3-Cut Manila Folders, Reinforced Tab	$29.91	3.00
10434	Letter Size 1/3-Cut Manila Folders, Heavy Duty	$82.12	4.00
10734	Letter Size Folders, Reinforced Top Tab, 1/3-Cut, Kraft	$102.41	7.00
11777	Smead Alphabetic Folder Set A-Z	$29.20	5.00
12010	Letter Size Folders, Reinforced Top Tab, Straight-Cut, Blue	$39.50	2.00
12034	Letter Size Folders, Reinforced Top Tab, 1/3-Cut, Blue	$97.80	6.00
12040	Letter Size Folders, Reinforced Top Tab, 1/3-Cut, with Fasteners, Blue	$100.75	5.00
12110	Letter Size Folders, Reinforced Top Tab, Straight-Cut, Green	$39.50	2.00
12134	Letter Size Folders, Reinforced Top Tab, 1/3-Cut, Green	$81.50	5.00
12140	Letter Size Folders, Reinforced Top Tab, 1/3-Cut, with Fasteners, Green	$80.60	4.00
12142	Easyopen Ledger Slant-D Ring Binders, Tabloid Size, 17" x 11", 3" Capacity	$106.24	8.00

-90-

12210	Letter Size Folders, Reinforced Top Tab, Straight-Cut, Goldenrod	$138.25	7.00
12234	Letter Size Folders, Reinforced Top Tab, 1/3-Cut, Goldenrod	$65.20	4.00
12310	Letter Size Folders, Reinforced Top Tab, Straight-Cut, Gray	$39.50	2.00
12334	Letter Size Folders, Reinforced Top Tab, 1/3-Cut, Gray	$114.25	7.00
12410	Letter Size Folders, Reinforced Top Tab, Straight-Cut, Lavender	$39.50	2.00
12434	Letter Size Folders, Reinforced Top Tab, 1/3-Cut, Lavender	$48.90	3.00
12440	Letter Size Folders, Reinforced Top Tab, 1/3-Cut, with Fasteners, Lavender	$100.75	5.00
12510	Letter Size Folders, Reinforced Top Tab, Straight-Cut, Orange	$39.50	2.00
12534	Letter Size Folders, Reinforced Top Tab, 1/3-Cut, Orange	$114.10	7.00
12540	Letter Size Folders, Reinforced Top Tab, 1/3-Cut, with Fasteners, Orange	$100.75	5.00
12610	Letter Size Folders, Reinforced Top Tab, Straight-Cut, Pink	$118.50	6.00
12634	Letter Size Folders, Reinforced Top Tab, 1/3-Cut, Pink	$130.40	8.00
12710	Letter Size Folders, Reinforced Top Tab, Straight-Cut, Red	$118.50	6.00
12734	Letter Size Folders, Reinforced Top Tab, 1/3-Cut, Red	$81.50	5.00
12740	Letter Size Folders, Reinforced Top Tab, 1/3-Cut, with Fasteners, Red	$100.75	5.00
12810	Letter Size Folders, Reinforced Top Tab, Straight-Cut, White	$118.50	6.00
12834	Letter Size Folders, Reinforced Top Tab, 1/3-Cut, White	$97.95	6.00
12910	Letter Size Folders, Reinforced Top Tab, Straight-Cut, Yellow	$138.25	7.00
12934	Letter Size Folders, Reinforced Top Tab, 1/3-Cut, Yellow	$65.20	4.00
12940	Letter Size Folders, Reinforced Top Tab, 1/3-Cut, with Fasteners, Yellow	$80.60	4.00
13034	Letter Size Folders, Reinforced Top Tab, 1/3-Cut, Purple	$65.20	4.00
13084	Letter Size Folders, Reinforced Top Tab, 1/3-Cut, Maroon	$81.50	5.00
13134	Letter Size Folders, Reinforced Top Tab, 1/3-Cut, Teal	$48.99	3.00
14000	Letter Size Manila Classification Folder, 2" Expansion	$86.80	40.00
14232	Legal Size, 3-Ring Slant-D Binder, 1" Capacity	$21.81	3.00
14532	Legal Size, 3-Ring Slant-D Binder, 2" Capacity	$53.60	5.00
14632	Legal Size, 4-Ring Slant-D Binder, 2" Capacity	$160.72	14.00
15330	Legal Size 1/3-Cut Manila Folders, Single-Ply	$91.96	11.00
15334	Legal Size 1/3-Cut Manila Folders, Reinforced Tab	$65.20	5.00
15434	Legal Size 1/3-Cut Manila Folders, Heavy Duty	$115.00	5.00
15440	Letter Size Vertical File Pocket & Identification System	$60.06	11.00
15460	Legal Size Vertical File Pocket & Identification System	$62.20	10.00
17010	Legal Size Folders, Reinforced Top Tab, Straight Cut, Blue	$150.66	6.00
17034	Legal Size Folders, Reinforced Top Tab, 1/3-Cut, Blue	$78.76	4.00
17040	Legal Size Folders, Reinforced Top Tab, 1/3-Cut, with Fasteners	$165.40	7.00
17110	Legal Size Folders, Reinforced Top Tab, Straight Cut, Green	$100.44	4.00
17134	Legal Size Folders, Reinforced Top Tab, 1/3-Cut, Green	$103.85	6.00
17140	Legal Size Folders, Reinforced Top Tab, 1/3-Cut, with Fasteners	$69.30	3.00
17210	Legal Size Folders, Reinforced Top Tab, Straight Cut, Goldenrod	$75.33	3.00
17234	Legal Size Folders, Reinforced Top Tab, 1/3-Cut, Goldenrod	$114.25	5.00
17310	Legal Size Folders, Reinforced Top Tab, Straight Cut, Gray	$100.44	4.00
17334	Legal Size Folders, Reinforced Top Tab, 1/3-Cut, Gray	$59.07	3.00
17410	Legal Size Folders, Reinforced Top Tab, Straight Cut, Lavender	$100.44	4.00
17434	Legal Size Folders, Reinforced Top Tab, 1/3-Cut, Lavender	$114.25	5.00
17510	Legal Size Folders, Reinforced Top Tab, Straight Cut, Orange	$100.44	4.00
17534	Legal Size Folders, Reinforced Top Tab, 1/3-Cut, Orange	$45.70	2.00
17610	Legal Size Folders, Reinforced Top Tab, Straight Cut, Pink	$100.44	4.00
17634	Legal Size Folders, Reinforced Top Tab, 1/3-Cut, Pink	$114.25	5.00
17710	Legal Size Folders, Reinforced Top Tab, Straight Cut, Red	$50.22	2.00
17734	Legal Size Folders, Reinforced Top Tab, 1/3-Cut, Red	$45.70	2.00
17740	Legal Size Folders, Reinforced Top Tab, 1/3-Cut, with Fasteners	$92.40	4.00
17810	Legal Size Folders, Reinforced Top Tab, Straight Cut, White	$100.44	4.00
17834	Legal Size Folders, Reinforced Top Tab, 1/3-Cut, White	$114.25	5.00
17910	Legal Size Folders, Reinforced Top Tab, Straight Cut, Yellow	$125.55	5.00
17934	Legal Size Folders, Reinforced Top Tab, 1/3-Cut, Yellow	$59.07	3.00
17940	Legal Size Folders, Reinforced Top Tab, 1/3-Cut, with Fasteners	$147.85	6.00
18043	Prestige Locking D-Ring Binder, 3" Capacity, Letter Size, Dark Blue	$38.94	6.00
18046	Prestige Locking D-Ring Binder, 3" Capacity, Letter Size, Maroon	$38.94	6.00
18053	Prestige Locking D-Ring Binder, 4" Capacity, Letter Size, Dark Blue	$60.24	6.00
18056	Prestige Locking D-Ring Binder, 4" Capacity, Letter Size, Maroon	$60.24	6.00
18063	Prestige Locking D-Ring Binder, 5" Capacity, Letter Size, Dark Blue	$65.76	4.00
18066	Prestige Locking D-Ring Binder, 5" Capacity, Letter Size, Maroon	$32.88	2.00
18175	Letter Size Poly Vertical Expanding File	$37.32	12.00

-91-

18195	Legal Size Poly Vertical Expanding File	$41.80	11.00
19000	Legal Size Manila Classification Folder, 2" Expansion	$116.13	49.00
19934	Legal Size, 1/3-Cut Pressboard Fastener Folders	$104.40	72.00
21043	Letter Size Poly Expanding Wallet	$49.45	23.00
21045	Legal Size Poly Expanding Wallet	$80.24	34.00
23300	Laser Exhibit Labels, Kleer-Fax Brand, White	$33.18	14.00
23301	Laser Exhibit Labels, Kleer-Fax Brand, Blue	$33.18	14.00
23302	Laser Exhibit Labels, Kleer-Fax Brand, Yellow	$7.11	3.00
23303	Laser Exhibit Labels, Kleer-Fax Brand, Red	$21.33	9.00
23304	Laser Exhibit Labels, Kleer-Fax Brand, Green	$21.33	9.00
23305	Laser Exhibit Labels, Kleer-Fax Brand, Orange	$26.07	11.00
25040	Letter Size Folders, Reinforced End Tab, Straight-Cut with Fasteners, Blue	$61.95	3.00
25140	Letter Size Folders, Reinforced End Tab, Straight-Cut with Fasteners, Green	$103.25	5.00
25540	Letter Size Folders, Reinforced End Tab, Straight-Cut with Fasteners, Lavender	$103.25	5.00
25640	Letter Size Folders, Reinforced End Tab, Straight-Cut with Fasteners, Orange	$82.60	4.00
25740	Letter Size Folders, Reinforced End Tab, Straight-Cut with Fasteners, Red	$61.95	3.00
25849	Letter Size Folders, Reinforced End Tab, Straight-Cut with Fasteners, Gray	$103.25	5.00
25940	Letter Size Folders, Reinforced End Tab, Straight-Cut with Fasteners, Yellow	$103.25	5.00
28010	Legal Size Folders, Reinforced End Tab, Straight-Cut, Blue	$85.59	3.00
28040	Legal Size Folders, Reinforced End Tab, Straight-Cut with Fasteners, Blue	$144.90	6.00
28110	Legal Size Folders, Reinforced End Tab, Straight-Cut, Green	$85.59	3.00
28140	Legal Size Folders, Reinforced End Tab, Straight-Cut with Fasteners, Green	$144.90	6.00
28210	Legal Size Folders, Reinforced End Tab, Straight-Cut, Goldenrod	$57.06	2.00
28310	Legal Size Folders, Reinforced End Tab, Straight-Cut, Gray	$85.59	3.00
28410	Legal Size Folders, Reinforced End Tab, Straight-Cut, Lavender	$57.06	2.00
28510	Legal Size Folders, Reinforced End Tab, Straight-Cut, Orange	$142.65	5.00
28610	Legal Size Folders, Reinforced End Tab, Straight-Cut, Pink	$142.65	5.00
28710	Legal Size Folders, Reinforced End Tab, Straight-Cut, Red	$57.06	2.00
28740	Legal Size Folders, Reinforced End Tab, Straight-Cut with Fasteners, Red	$169.05	7.00
28810	Legal Size Folders, Reinforced End Tab, Straight-Cut, White	$85.59	3.00
28910	Legal Size Folders, Reinforced End Tab, Straight-Cut, Yellow	$114.12	4.00
28940	Legal Size Folders, Reinforced End Tab, Straight-Cut with Fasteners, Yellow	$48.30	2.00
31000	Permanent Index Tabs Blank	$29.60	20.00
31001	Permanent Index Tabs, Numeric 1-10	$28.12	19.00
31002	Permanent Index Tabs, Numeric 11-20	$11.84	8.00
31005	Permanent Index Tabs A-Z	$8.88	6.00
33001	Laser Index Tabs 7/16" White	$51.95	11.00
33117	Laser Index Tabs 1-1/8" White	$20.00	4.00
33120	Laser Index Tabs 1-1/8" Assorted	$30.00	6.00
33301	Laser Page Flags	$63.68	16.00
37715	Straight Cut Legal Size 2" Expansion	$156.18	114.00
48090	U-Create Exhibit Labels, White	$94.80	24.00
48091	U-Create Exhibit Labels, Blue	$63.20	16.00
48093	U-Create Exhibit Labels, Red	$75.05	19.00
48094	U-Create Exhibit Labels, Green	$51.35	13.00
48095	U-Create Exhibit Labels, Orange	$47.40	12.00
51051	Exhibit 1, Blumberg® Style, Bottom Tab, Letter Size.	$30.94	34.00
51052	Exhibit 2, Blumberg® Style, Bottom Tab, Letter Size.	$23.66	26.00
51053	Exhibit 3, Blumberg® Style, Bottom Tab, Letter Size.	$20.93	23.00
51054	Exhibit 4, Blumberg® Style, Bottom Tab, Letter Size.	$16.38	18.00
51055	Exhibit 5, Blumberg® Style, Bottom Tab, Letter Size.	$5.46	6.00
51056	Exhibit 6, Blumberg® Style, Bottom Tab, Letter Size.	$6.04	9.00
51057	Exhibit 7, Blumberg® Style, Bottom Tab, Letter Size.	$11.18	11.00
51058	Exhibit 8, Blumberg® Style, Bottom Tab, Letter Size.	$6.37	7.00
51059	Exhibit 9, Blumberg® Style, Bottom Tab, Letter Size.	$10.01	11.00
51281	Exhibit 1, Blumberg® Style, Side Tab, Letter Size.	$12.74	14.00
51282	Exhibit 2, Blumberg® Style, Side Tab, Letter Size.	$16.38	18.00
51283	Exhibit 3, Blumberg® Style, Side Tab, Letter Size.	$13.65	15.00
51284	Exhibit 4, Blumberg® Style, Side Tab, Letter Size.	$18.20	20.00
51285	Exhibit 5, Blumberg® Style, Side Tab, Letter Size.	$14.56	16.00
51286	Exhibit 6, Blumberg® Style, Side Tab, Letter Size.	$13.65	15.00
51287	Exhibit 7, Blumberg® Style, Side Tab, Letter Size.	$10.92	12.00
51288	Exhibit 8, Blumberg® Style, Side Tab, Letter Size.	$22.75	25.00

-92-

51289	Exhibit 9, Blumberg® Style, Side Tab, Letter Size.	$13.65	15.00
53070	Personal and Confidential Security Seals	$29.88	6.00
57000	1-100 legal exhibit index tabs	$22.77	9.00
57001	101-200 legal exhibit index tabs	$30.36	12.00
57002	201-300 legal exhibit index tabs	$48.07	19.00
57003	301-400 legal exhibit index tabs	$32.89	13.00
57004	401-500 legal exhibit index tabs	$22.77	9.00
57005	501-600 legal exhibit index tabs	$10.12	4.00
57006	601-700 legal exhibit index tabs	$27.83	11.00
57007	701-800 legal exhibit index tabs	$10.12	4.00
57008	801-900 legal exhibit index tabs	$10.12	4.00
57009	901-1000 legal exhibit index tabs	$10.12	4.00
58000	1-10 legal exhibit index tabs	$73.37	29.00
58001	11-20 legal exhibit index tabs	$43.01	17.00
58002	21-30 legal exhibit index tabs	$32.89	13.00
58003	31-40 legal exhibit index tabs	$27.83	11.00
58004	41-50 legal exhibit index tabs	$35.42	14.00
58005	51-60 legal exhibit index tabs	$27.83	11.00
58006	61-70 legal exhibit index tabs	$43.01	17.00
58007	71-80 legal exhibit index tabs	$40.48	16.00
58008	81-90 legal exhibit index tabs	$32.89	13.00
58009	91-100 legal exhibit index tabs	$30.36	12.00
58010	A-E legal exhibit index tabs	$7.59	3.00
58011	F-J legal exhibit index tabs	$10.12	4.00
58012	K-O legal exhibit index tabs	$2.53	1.00
58013	P-T legal exhibit index tabs	$5.06	2.00
58014	U-Z legal exhibit index tabs	$2.53	1.00
58024	Defendant's Exhibit Yellow	$79.65	27.00
58025	Plaintiff's Exhibit Green	$47.20	16.00
58026	Petitioner's Exhibit Orange	$44.25	15.00
58027	Respondent's Exhibit Blue	$29.50	10.00
58071	Exhibit A legal exhibit index tabs	$10.12	4.00
58072	Exhibit B legal exhibit index tabs	$25.30	10.00
58073	Exhibit C legal exhibit index tabs	$22.77	9.00
58074	Exhibit D legal exhibit index tabs	$48.07	19.00
58075	Exhibit E legal exhibit index tabs	$7.59	3.00
58090	Exhibit Yellow	$20.65	7.00
58091	Exhibit Blue	$41.30	14.00
58092	Exhibit White	$23.60	8.00
58093	Defendant's Exhibit Blue	$73.75	25.00
58094	Plaintiff's Exhibit Yellow	$56.05	19.00
58095	Deposition Exhibit Red	$44.25	15.00
60155	Letter Size Double Pocket Divider for 3-Hole Punch Binder	$10.98	9.00
60315	RUSH! Page Flag	$14.75	5.00
60435	Notarize Page Flag	$5.90	2.00
61028	Letter Size Heavyweight Vinyl Sheet Protector	$19.84	2.00
61047	Legal Size Expansion Sheet Protector	$75.44	8.00
62047	Legal Size Sheet Protectors	$10.30	1.00
62058	Half Page Sheet Protectors	$15.66	4.00
62138	Letter Size, Deluxe Clear Vinyl Folders	$116.56	188.00
62139	Legal Size, Deluxe Clear Vinyl Folders	$89.88	107.00
62237	Tabloid Size Page Protectors	$9.78	1.00
68191	Poly Expanding Pocket	$29.64	57.00
68215	Reinforced Self-Adhesive Fasteners, 2" Prong Capacity	$37.50	5.00
68305	Monthly Side Tabs, 2 sets per pack, letter size	$3.15	1.00
70185	Adhesive Add On Pockets	$12.36	4.00
70238	Self Adhesive Business Card Holders	$8.24	4.00
70568	Self-Adhesive CD Holder	$15.61	7.00
71011	Legal Size, Redrope Expanding Wallets, 5-1/4" Expansion	$134.00	50.00
71014	Solid Arrow, Yellow Page Flag	$8.85	3.00
71024	Solid Arrow, Red Page Flag	$5.90	2.00
71186	Letter Size, Extra Wide, Redrope Expanding Wallets	$79.25	25.00
71189	Legal Size, Extra Wide, Redrope Expanding Wallets	$100.92	29.00

-93-

71456	Legal Size, Leather-Like Expanding Wallets	$157.00	50.00
73805	Letter Size Redrope File Pockets, 3-1/2" Expansion	$21.90	30.00
73810	Letter Size Redrope File Pockets, 5-1/2" Expansion	$189.00	225.00
74679	Legal Size Redrope File Pockets, 3-1/2" Expansion, Blue Gusset	$313.50	150.00
74680	Legal Size Redrope File Pockets, 3-1/2" Expansion, Green Gusset	$125.40	60.00
74681	Legal Size Redrope File Pockets, 3-1/2" Expansion, Dark Brown Gusset	$41.80	20.00
74686	Legal Size Redrope File Pockets, 3-1/2" Expansion, Red Gusset	$41.80	20.00
74688	Legal Size Redrope File Pockets, 3-1/2" Expansion, Yellow Gusset	$41.80	20.00
74689	Legal Size Redrope File Pockets, 5-1/4" Expansion	$75.00	30.00
74690	Legal Size Redrope File Pockets, 5-1/4" Expansion	$75.00	30.00
74691	Legal Size Redrope File Pockets, 5-1/4" Expansion	$37.50	15.00
74696	Legal Size Redrope File Pockets, 5-1/4" Expansion	$240.00	96.00
74698	Legal Size Redrope File Pockets, 5-1/4" Expansion	$267.50	107.00
74805	Legal Size Redrope File Pockets, 3-1/2" Expansion	$39.00	50.00
74810	Legal Size Redrope File Pockets, 5-1/2" Expansion	$24.00	25.00
77252	Letter Size Colored Expanding Wallet, Blue	$54.94	41.00
77253	Letter Size Colored Expanding Wallet, Green	$64.32	48.00
77259	Letter Size Colored Expanding Wallet, Red	$65.66	49.00
77261	Letter Size Colored Expanding Wallet, Yellow	$60.30	45.00
77272	Legal Size Colored Expanding Wallet, Blue	$81.20	56.00
77273	Legal Size Colored Expanding Wallet, Green	$59.45	41.00
77279	Legal Size Colored Expanding Wallet, Red	$71.05	49.00
77281	Legal Size Colored Expanding Wallet, Yellow	$68.15	47.00
77816	Flat Wallet, Manila, Legal Size	$7.20	15.00
78208	Pressboard Mortgage Folders	$112.71	39.00
78630	Casebinders, Legal Size, Blue	$71.10	79.00
78640	Casebinders, Legal Size, Green	$86.40	96.00
78650	Casebinders, Legal Size, Goldenrod	$90.00	100.00
78660	Casebinders, Legal Size, Gray	$63.00	70.00
78670	Casebinders, Legal Size, Red	$90.00	100.00
78680	Casebinders, Legal Size, Redrope	$90.00	100.00
79033	Open End Legal Envelopes, 1" Expansion	$35.50	50.00
79035	Open End Legal Envelopes, 2" Expansion	$47.50	50.00
81024	Sign Here Page Flag	$2.95	1.00
81041	Please Sign, Date & Mail Page Flag	$2.95	1.00
81046	Please Sign, Date & Time Page Flag	$17.70	6.00
81052	Binder Cover, Letter Size, 3" Capacity, Blue	$60.75	45.00
81054	Sign & Date Page Flag	$17.70	6.00
81114	Please Initial Page Flag	$5.90	2.00
81124	Pressguard® Covers, Letter Size, Black	$175.23	99.00
81132	Pressguard® Covers, Legal Size, Black	$92.45	43.00
81152	Binder Cover, Letter Size, 3" Capacity, Black	$48.60	36.00
81178	Pressguard® Covers, Tabloid Size, Black	$98.21	35.00
81252	Binder Cover, Letter Size, 3" Capacity, Bright Red	$47.25	35.00
81344	Please Sign & Return Page Flag	$8.85	3.00
81352	Binder Cover, Letter Size, 3" Capacity, Dark Blue	$39.15	29.00
81364	Missing Information Page Flag	$5.90	2.00
81374	Witness Page Flag	$2.95	1.00
81452	Binder Cover, Letter Size, 3" Capacity, Green	$64.80	48.00
81552	Binder Cover, Letter Size, 3" Capacity, Gray	$44.55	33.00
81704	Pressboard Binder Cover, Half Page Size	$25.35	15.00
81724	Pressguard® Covers, Letter Size, Red	$88.50	59.00
81732	Pressguard® Covers, Legal Size, Red	$120.40	56.00
81752	Binder Cover, Letter Size, 3" Capacity, Red	$59.40	44.00
81762	Pressguard® Covers, Legal Size, 3" Capacity	$108.00	45.00
81778	Pressguard® Covers, Tabloid Size, Red	$190.81	68.00
81852	Binder Cover, Letter Size, 3" Capacity, Yellow	$35.10	26.00
83052	PressGuard® Binder Covers, Punchless Style Fastener	$26.75	12.00
84181	Letter Size Poly-String Envelope	$57.12	56.00
85780	Poly Translucent Project Jackets, Legal Size	$41.55	15.00
85781	Poly Translucent Project Jackets, Legal Size	$91.41	33.00
87152	Leatherette Report Cover, Blue	$5.85	15.00
87153	Leatherette Report Cover, Black	$7.41	19.00

-94-

87154	Leatherette Report Cover, Dark Blue	$10.14	26.00
87155	Leatherette Report Cover, Green	$11.31	29.00
87158	Leatherette Report Cover, Orange	$38.61	99.00
87159	Leatherette Report Cover, Red	$12.87	33.00
87161	Leatherette Report Cover, White	$13.65	35.00
87162	Leatherette Report Cover, Yellow	$9.36	24.00
87852	Pocket Portfolios, Letter Size, Blue	$18.33	65.00
87853	Pocket Portfolios, Letter Size, Black	$12.74	49.00
87854	Pocket Portfolios, Letter Size, Dark Blue	$12.48	48.00
87855	Pocket Portfolios, Letter Size, Green	$21.84	24.00
87856	Pocket Portfolios, Letter Size, Gray	$7.20	24.00
87857	Pocket Portfolios, Letter Size, Ivory	$47.70	49.00
87858	Pocket Portfolios, Letter Size, Orange	$18.33	65.00
87859	Pocket Portfolios, Letter Size, Red	$22.75	25.00
87860	Pocket Portfolios, Letter Size, Tan	$16.36	58.00
87861	Pocket Portfolios, Letter Size, White	$13.00	50.00
87862	Pocket Portfolios, Letter Size, Yellow	$13.00	50.00
87865	Pocket Portfolios, Letter Size, Lavender	$13.00	50.00
87866	Pocket Portfolios, Letter Size, Pink	$21.15	75.00
87867	Pocket Portfolios, Letter Size, Teal	$13.00	50.00
89500	Three-Ring Envelopes	$103.73	23.00
111063	Left Ruled Canary Legal Size Legal Pads	$221.81	14.00
111065	Litigation Ruled Canary Legal Size Legal Pads	$63.40	4.00
111067	Left Ruled Canary Letter Size Legal Pads	$30.86	2.00
111069	Litigation Ruled Canary Letter Size Legal Pads	$207.90	18.00
505711	File/Pleading Backers with Prong Fasteners, 8 1/2" x 11 1/4"	$92.00	5.00
505714	File/Pleading Backers with Prong Fasteners, 8 1/2" x 14 1/4", 11pt.	$175.50	9.00
510510	Exhibit 10, Blumberg® Style, Bottom Tab, Letter Size.	$16.38	18.00
510511	Exhibit 11, Blumberg® Style, Bottom Tab, Letter Size.	$10.01	11.00
510512	Exhibit 12, Blumberg® Style, Bottom Tab, Letter Size.	$8.19	9.00
510513	Exhibit 13, Blumberg® Style, Bottom Tab, Letter Size.	$12.74	14.00
510514	Exhibit 14, Blumberg® Style, Bottom Tab, Letter Size.	$6.37	7.00
510515	Exhibit 15, Blumberg® Style, Bottom Tab, Letter Size.	$7.28	8.00
510516	Exhibit 16, Blumberg® Style, Bottom Tab, Letter Size.	$3.64	4.00
510517	Exhibit 17, Blumberg® Style, Bottom Tab, Letter Size.	$8.19	9.00
510518	Exhibit 18, Blumberg® Style, Bottom Tab, Letter Size.	$10.01	11.00
510519	Exhibit 19, Blumberg® Style, Bottom Tab, Letter Size.	$10.92	12.00
510520	Exhibit 20, Blumberg® Style, Bottom Tab, Letter Size.	$41.86	46.00
510521	Exhibit 21, Blumberg® Style, Bottom Tab, Letter Size.	$9.10	10.00
510522	Exhibit 22, Blumberg® Style, Bottom Tab, Letter Size.	$3.64	4.00
510523	Exhibit 23, Blumberg® Style, Bottom Tab, Letter Size.	$10.92	12.00
510524	Exhibit 24, Blumberg® Style, Bottom Tab, Letter Size.	$10.01	11.00
510525	Exhibit 25, Blumberg® Style, Bottom Tab, Letter Size.	$10.01	11.00
512810	Exhibit 10, Blumberg® Style, Side Tab, Letter Size.	$10.92	12.00
512811	Exhibit 11, Blumberg® Style, Side Tab, Letter Size.	$6.37	7.00
512812	Exhibit 12, Blumberg® Style, Side Tab, Letter Size.	$10.01	11.00
512813	Exhibit 13, Blumberg® Style, Side Tab, Letter Size.	$12.74	14.00
512814	Exhibit 14, Blumberg® Style, Side Tab, Letter Size.	$7.28	8.00
512815	Exhibit 15, Blumberg® Style, Side Tab, Letter Size.	$9.10	10.00
512816	Exhibit 16, Blumberg® Style, Side Tab, Letter Size.	$10.92	12.00
512817	Exhibit 17, Blumberg® Style, Side Tab, Letter Size.	$4.55	5.00
512818	Exhibit 18, Blumberg® Style, Side Tab, Letter Size.	$7.28	8.00
512819	Exhibit 19, Blumberg® Style, Side Tab, Letter Size.	$11.83	13.00
512820	Exhibit 20, Blumberg® Style, Side Tab, Letter Size.	$9.10	10.00
512821	Exhibit 21, Blumberg® Style, Side Tab, Letter Size.	$3.64	4.00
512822	Exhibit 22, Blumberg® Style, Side Tab, Letter Size.	$7.28	8.00
512823	Exhibit 23, Blumberg® Style, Side Tab, Letter Size.	$16.38	18.00
512824	Exhibit 24, Blumberg® Style, Side Tab, Letter Size.	$7.28	8.00
512825	Exhibit 25, Blumberg® Style, Side Tab, Letter Size.	$7.28	8.00
5057113	File/Pleading Backers with Prong Fasteners, 8 1/2" x 11 1/4", 11pt., 1/3 Cut Tab	$194.25	7.00
5057143	File/Pleading Backers with Prong Fasteners, 8 1/2" x 14 1/4", 11pt., 1/3 Cut Tab	$52.50	2.00
10X15U	10 x 15 Document Envelope, Ungummed	$1,331.00	64.00
111063P	Left Ruled Canary Legal Size Legal Pads 2 Hole Top Punched	$31.70	2.00

-95-

111065P	Litigation Ruled Canary Legal Size Legal Pads 2 Hole Top Punched	$47.55	3.00
111069P	Litigation Ruled Canary Letter Size Legal Pads 2 Hole Top Punched	$15.61	1.00
1186A	A, Blumberg® Style, Side Tab, Letter Size.	$9.10	10.00
1186AZ	Blumberg® Style, Side Tabs, Letter, Collated A-Z	$16.20	15.00
1186B	B Blumberg® Style, Side Tab, Letter Size.	$37.31	41.00
1186C	C Blumberg® Style, Side Tab, Letter Size.	$8.19	9.00
1186D	D Blumberg® Style, Side Tab, Letter Size.	$8.19	9.00
1186E	E Blumberg® Style, Side Tab, Letter Size.	$24.57	27.00
1186F	F Blumberg® Style, Side Tab, Letter Size.	$26.39	29.00
1186G	G Blumberg® Style, Side Tab, Letter Size.	$24.57	27.00
1186H	H Blumberg® Style, Side Tab, Letter Size.	$11.83	13.00
1186I	I Blumberg® Style, Side Tab, Letter Size.	$11.83	13.00
1186J	J Blumberg® Style, Side Tab, Letter Size.	$6.37	7.00
1186K	K Blumberg® Style, Side Tab, Letter Size.	$3.64	4.00
1186M	M Blumberg® Style, Side Tab, Letter Size.	$5.46	6.00
1186N	N Blumberg® Style, Side Tab, Letter Size.	$5.46	6.00
1186P	P Blumberg® Style, Side Tab, Letter Size.	$4.55	5.00
1186Q	Q Blumberg® Style, Side Tab, Letter Size.	$5.46	6.00
1186R	R Blumberg® Style, Side Tab, Letter Size.	$10.01	11.00
1186S	S Blumberg® Style, Side Tab, Letter Size.	$10.01	11.00
1186T	T Blumberg® Style, Side Tab, Letter Size.	$4.55	5.00
1186U	U Blumberg® Style, Side Tab, Letter Size.	$8.19	9.00
1186V	V Blumberg® Style, Side Tab, Letter Size.	$5.46	6.00
1186W	W Blumberg® Style, Side Tab, Letter Size.	$2.73	3.00
1186X	X Blumberg® Style, Side Tab, Letter Size.	$6.37	7.00
1186Y	Y Blumberg® Style, Side Tab, Letter Size.	$10.01	11.00
1186Z	Z Blumberg® Style, Side Tab, Letter Size.	$10.01	11.00
22BG	Jazz Color Bands, Burgundy	$28.75	5.00
22BK	Jazz Color Bands, Black	$88.95	18.00
22BN	Jazz Color Bands, Brown	$17.25	3.00
22GN	Jazz Color Bands, Green	$59.30	13.00
22GY	Jazz Color Bands, Gray	$28.75	5.00
22LB	Jazz Color Bands, Light Blue	$53.37	9.00
22NB	Jazz Color Bands, Navy Blue	$94.88	16.00
22OR	Jazz Color Bands, Orange	$40.25	7.00
22PP	Jazz Color Bands, Purple	$59.30	13.00
22RD	Jazz Color Bands, Red	$65.23	11.00
22WH	Jazz Color Bands, White	$29.65	5.00
22YW	Jazz Color Bands, Yellow	$106.74	18.00
2301BL	Testament Ledger Blank Envelopes	$319.75	20.00
2302BL	Legal Size Testament Ledger Blank Covers	$189.00	12.00
2303BL	Letter Size Testament Ledger Blank Covers	$409.50	26.00
2303G	Testament Ledger Gold Ink Last Will & Testament Covers, Letter Size	$110.00	5.00
2306G	Letter Size Testament Ledger Last Will & Testament Will Kit	$73.80	2.00
2311BL	Legal Size Pebble Finish Blank Covers	$93.00	6.00
2323C	Wax Seal with Scales of Justice	$28.92	1.00
2329B	Will Ribbon, Blue	$54.72	3.00
2329R	Will Ribbon, Red	$36.48	2.00
2345LWT	Testament Ledger Last Will & Testament Envelopes, Oversized	$17.92	2.00
2903BL	Federal Litigation Covers, Blue	$101.70	6.00
2903CA	Federal Litigation Covers, Canary	$101.70	6.00
2903WH	Federal Litigation Covers, White	$67.80	4.00
3086BCN	Certified Mail Labels - USPS approved, with barcode, 100 per package.	$51.27	1.00
3097BL	Single Laser/Inkjet Labels, Blank, 300 per package.	$168.00	8.00
3098BL	Single Laser/Inkjet Labels, Blank, 300 per package.	$527.00	31.00
3098PL	Single Laser/Inkjet Labels, 40 per package.	$100.80	5.00
3099BL	Single Laser/Inkjet Labels, Blank, 300 per package.	$100.80	5.00
3300BG	Lever Arch Binders, Letter Size, Burgundy	$240.53	67.00
3300BK	Lever Arch Binders, Letter Size, Black	$168.73	47.00
3300BL	Lever Arch Binders, Letter Size, Blue	$287.20	80.00
3300FBG	Lever Arch Binders, Unassembled, Letter Size, Burgundy	$657.00	219.00
3300FBK	Lever Arch Binders, Unassembled, Letter Size, Black	$696.00	184.00
3300FBL	Lever Arch Binders, Unassembled, Letter Size, Blue	$558.00	186.00

-96-

3300FGN	Lever Arch Binders, Unassembled, Letter Size, Green	$153.00	51.00
3300FGY	Lever Arch Binders, Unassembled, Letter Size, Gray	$57.00	19.00
3300FRD	Lever Arch Binders, Unassembled, Letter Size, Red	$438.00	114.00
3300GN	Lever Arch Binders, Letter Size, Green	$258.48	72.00
3300GY	Lever Arch Binders, Letter Size, Gray	$35.89	10.00
3300L	Lever Arch Binder Labels	$15.76	3.00
3300RD	Lever Arch Binders, Letter Size, Red	$409.26	114.00
3311BK	Blumberg Cargo™ Slant D 3-Ring Binder for large quantity 3-ring records	$141.80	20.00
3333BK	Clear Front Covers, 2" Capacity, Black	$40.67	83.00
3333FG	Clear Front Covers, 2" Capacity, Forest Green	$41.16	84.00
3333RB	Clear Front Covers, 2" Capacity, Royal Blue	$46.06	94.00
3334BK	Clear Front Covers, 2" Capacity, Top Tab, Black	$26.00	96.00
3334FG	Clear Front Covers, 2" Capacity, Top Tab, Forest Green	$39.52	76.00
3334RB	Clear Front Covers, 2" Capacity, Top Tab, Royal Blue	$23.40	45.00
3400BG	Legal Size Binders 3-Ring, 1" Capacity, Burgundy	$307.40	53.00
3400BK	Legal Size Binders 3-Ring, 1" Capacity, Black	$873.18	147.00
3400BL	Legal Size Binders 3-Ring, 1" Capacity, Blue	$759.80	131.00
3400GN	Legal Size Binders 3-Ring, 1" Capacity, Green	$69.60	12.00
3400GY	Legal Size Binders 3-Ring, 1" Capacity, Gray	$150.80	26.00
505711P	File/Pleading Backers 8 1/2" x 11 1/4", 11pt., Straight Cut, 2-Hole Punched	$82.50	5.00
505711P3	File/Pleading Backers 8 1/2" x 11 1/4", 11pt., 1/3 Cut Tab, 2-Hole Punched	$68.40	5.00
505714P	File/Pleading Backers 8 1/2" x 14 1/4", 11pt., Straight Cut, 2-Hole Punched	$16.50	1.00
505714P3	File/Pleading Backers 8 1/2" x 14 1/4", 11pt., 1/3 Cut Tab, 2-Hole Punched	$66.56	4.00
5069EX11	Index Letter Size Side Tabs	$22.56	16.00
5069EX14	Index Legal Size Side Tabs	$7.65	3.00
5070AP11	Appendix Letter Size Side Tabs	$11.28	8.00
5076D	Declaration Letter Size Bottom Tabs	$39.90	15.00
5076PS	Proof of Service Letter Size Bottom Tabs	$25.75	11.00
5087W	Trial Note Pad	$49.50	10.00
5098TC11	Table of Contents Letter Size, Side Tab	$14.10	10.00
5098TC14	Table of Contents, Legal Size Side Tab	$2.55	1.00
5102R	Roman Numberals I-X, Letter Size Side Tab	$9.87	7.00
5105A	Exhibit A, Blumberg® Style, Bottom Tab, Letter Size	$50.05	55.00
5105AA	Exhibit AA, Blumberg® Style, Bottom Tab, Letter Size.	$8.19	9.00
5105AZ	Blumberg® Style, Bottom Exhibit Tabs, Letter, Collated A-Z	$11.88	11.00
5105B	Exhibit B, Blumberg® Style, Bottom Tab, Letter Size	$27.30	30.00
5105BB	Exhibit BB, Blumberg® Style, Bottom Tab, Letter Size.	$9.10	10.00
5105C	Exhibit C, Blumberg® Style, Bottom Tab, Letter Size	$21.84	24.00
5105CC	Exhibit CC, Blumberg® Style, Bottom Tab, Letter Size.	$15.92	12.00
5105D	Exhibit D, Blumberg® Style, Bottom Tab, Letter Size.	$42.77	47.00
5105DD	Exhibit DD, Blumberg® Style, Bottom Tab, Letter Size.	$5.46	6.00
5105E	Exhibit E, Blumberg® Style, Bottom Tab, Letter Size.	$34.58	38.00
5105EE	Exhibit EE, Blumberg® Style, Bottom Tab, Letter Size.	$9.10	10.00
5105F	Exhibit F, Blumberg® Style, Bottom Tab, Letter Size.	$34.58	38.00
5105FF	Exhibit FF, Blumberg® Style, Bottom Tab, Letter Size.	$9.10	10.00
5105G	Exhibit G, Blumberg® Style, Bottom Tab, Letter Size.	$29.12	32.00
5105GG	Exhibit GG, Blumberg® Style, Bottom Tab, Letter Size.	$9.10	10.00
5105H	Exhibit H, Blumberg® Style, Bottom Tab, Letter Size.	$53.69	59.00
5105HH	Exhibit HH, Blumberg® Style, Bottom Tab, Letter Size.	$5.46	6.00
5105I	Exhibit I, Blumberg® Style, Bottom Tab, Letter Size.	$33.67	37.00
5105II	Exhibit II, Blumberg® Style, Bottom Tab, Letter Size.	$4.55	5.00
5105J	Exhibit J, Blumberg® Style, Bottom Tab, Letter Size.	$48.23	53.00
5105JJ	Exhibit JJ, Blumberg® Style, Bottom Tab, Letter Size.	$6.05	5.00
5105K	Exhibit K, Blumberg® Style, Bottom Tab, Letter Size.	$27.30	30.00
5105KK	Exhibit KK, Blumberg® Style, Bottom Tab, Letter Size.	$7.28	8.00
5105L	Exhibit L, Blumberg® Style, Bottom Tab, Letter Size.	$48.23	53.00
5105LL	Exhibit LL, Blumberg® Style, Bottom Tab, Letter Size.	$3.64	4.00
5105M	Exhibit M, Blumberg® Style, Bottom Tab, Letter Size.	$35.49	39.00
5105MM	Exhibit MM, Blumberg® Style, Bottom Tab, Letter Size.	$5.14	4.00
5105N	Exhibit N, Blumberg® Style, Bottom Tab, Letter Size.	$31.85	35.00
5105NN	Exhibit NN, Blumberg® Style, Bottom Tab, Letter Size.	$4.23	3.00
5105O	Exhibit O, Blumberg® Style, Bottom Tab, Letter Size.	$31.85	35.00
5105OO	Exhibit OO, Blumberg® Style, Bottom Tab, Letter Size.	$4.23	3.00

-97-

5105P	Exhibit P, Blumberg® Style, Bottom Tab, Letter Size.	$16.38	18.00
5105PP	Exhibit PP, Blumberg® Style, Bottom Tab, Letter Size.	$4.23	3.00
5105Q	Exhibit Q, Blumberg® Style, Bottom Tab, Letter Size.	$27.30	30.00
5105QQ	Exhibit QQ, Blumberg® Style, Bottom Tab, Letter Size.	$2.82	2.00
5105R	Exhibit R, Blumberg® Style, Bottom Tab, Letter Size.	$27.30	30.00
5105RR	Exhibit RR, Blumberg® Style, Bottom Tab, Letter Size.	$2.82	2.00
5105S	Exhibit S, Blumberg® Style, Bottom Tab, Letter Size.	$22.75	25.00
5105SS	Exhibit SS, Blumberg® Style, Bottom Tab, Letter Size.	$3.73	3.00
5105T	Exhibit T, Blumberg® Style, Bottom Tab, Letter Size.	$18.20	20.00
5105TT	Exhibit TT, Blumberg® Style, Bottom Tab, Letter Size.	$3.73	3.00
5105U	Exhibit U, Blumberg® Style, Bottom Tab, Letter Size.	$10.01	11.00
5105UU	Exhibit UU, Blumberg® Style, Bottom Tab, Letter Size.	$2.82	2.00
5105V	Exhibit V, Blumberg® Style, Bottom Tab, Letter Size.	$13.65	15.00
5105VV	Exhibit VV, Blumberg® Style, Bottom Tab, Letter Size.	$2.82	2.00
5105W	Exhibit W, Blumberg® Style, Bottom Tab, Letter Size.	$7.28	8.00
5105WW	Exhibit WW, Blumberg® Style, Bottom Tab, Letter Size.	$3.73	3.00
5105X	Exhibit X, Blumberg® Style, Bottom Tab, Letter Size.	$6.37	7.00
5105XX	Exhibit XX, Blumberg® Style, Bottom Tab, Letter Size.	$2.82	2.00
5105Y	Exhibit Y, Blumberg® Style, Bottom Tab, Letter Size.	$12.74	14.00
5105YY	Exhibit YY, Blumberg® Style, Bottom Tab, Letter Size.	$2.82	2.00
5105Z	Exhibit Z, Blumberg® Style, Bottom Tab, Letter Size.	$10.92	12.00
5105ZZ	Exhibit ZZ, Blumberg® Style, Bottom Tab, Letter Size.	$2.82	2.00
5109101T	101-125 Collated, Blumberg® Style, Side Tab, Letter Size.	$20.93	23.00
510910N	10, Blumberg® Style, Side Tab, Letter Size.	$24.57	27.00
510911N	11, Blumberg® Style, Side Tab, Letter Size.	$10.92	12.00
5109126T	126-150 Collated, Blumberg® Style, Side Tab, Letter Size.	$24.57	27.00
510912N	12, Blumberg® Style, Side Tab, Letter Size.	$13.65	15.00
510913N	13, Blumberg® Style, Side Tab, Letter Size.	$10.01	11.00
510914N	14, Blumberg® Style, Side Tab, Letter Size.	$13.65	15.00
5109151T	151-175 Collated, Blumberg® Style, Side Tab, Letter Size.	$22.75	25.00
510915N	15, Blumberg® Style, Side Tab, Letter Size.	$9.10	10.00
510916N	16, Blumberg® Style, Side Tab, Letter Size.	$13.65	15.00
5109176T	176-200 Collated, Blumberg® Style, Side Tab, Letter Size.	$16.38	18.00
510917N	17, Blumberg® Style, Side Tab, Letter Size.	$12.74	14.00
510918N	18, Blumberg® Style, Side Tab, Letter Size.	$5.46	6.00
510919N	19, Blumberg® Style, Side Tab, Letter Size.	$11.83	13.00
51091N	1, Blumberg® Style, Side Tab, Letter Size.	$29.12	32.00
51091T	1-25 Collated, Blumberg® Style, Side Tab, Letter Size.	$17.29	19.00
5109201T	201-225 Collated, Blumberg® Style, Side Tab, Letter Size.	$12.74	14.00
510920N	20, Blumberg® Style, Side Tab, Letter Size.	$10.92	12.00
510921N	21, Blumberg® Style, Side Tab, Letter Size.	$7.28	8.00
5109226T	226-250 Collated, Blumberg® Style, Side Tab, Letter Size.	$22.75	25.00
510922N	22, Blumberg® Style, Side Tab, Letter Size.	$5.46	6.00
510923N	23, Blumberg® Style, Side Tab, Letter Size.	$9.10	10.00
510924N	24, Blumberg® Style, Side Tab, Letter Size.	$12.74	14.00
5109251T	251-275 Collated, Blumberg® Style, Side Tab, Letter Size.	$2.73	3.00
510925N	25, Blumberg® Style, Side Tab, Letter Size.	$8.19	9.00
510926N	26, Blumberg® Style, Side Tab, Letter Size.	$11.83	13.00
510926T	26-50 Collated, Blumberg® Style, Side Tab, Letter Size.	$20.02	22.00
5109276T	276-300 Collated, Blumberg® Style, Side Tab, Letter Size.	$15.47	17.00
510927N	27, Blumberg® Style, Side Tab, Letter Size.	$6.37	7.00
510928N	28, Blumberg® Style, Side Tab, Letter Size.	$10.92	12.00
510929N	29, Blumberg® Style, Side Tab, Letter Size.	$9.10	10.00
51092N	2, Blumberg® Style, Side Tab, Letter Size.	$34.58	38.00
5109301T	301-325 Collated, Blumberg® Style, Side Tab, Letter Size.	$11.83	13.00
510930N	30, Blumberg® Style, Side Tab, Letter Size.	$7.28	8.00
510931N	31, Blumberg® Style, Side Tab, Letter Size.	$12.74	14.00
5109326T	326-350 Collated, Blumberg® Style, Side Tab, Letter Size.	$10.92	12.00
510932N	32, Blumberg® Style, Side Tab, Letter Size.	$10.92	12.00
510933N	33, Blumberg® Style, Side Tab, Letter Size.	$7.28	8.00
510934N	34, Blumberg® Style, Side Tab, Letter Size.	$8.19	9.00
5109351T	351-375 Collated, Blumberg® Style, Side Tab, Letter Size.	$12.74	14.00
510935N	35, Blumberg® Style, Side Tab, Letter Size.	$6.37	7.00

-98-

510936N	36, Blumberg® Style, Side Tab, Letter Size.	$12.74	14.00
5109376T	376-400 Collated, Blumberg® Style, Side Tab, Letter Size.	$5.46	6.00
510937N	37, Blumberg® Style, Side Tab, Letter Size.	$12.74	14.00
510938N	38, Blumberg® Style, Side Tab, Letter Size.	$5.46	6.00
510939N	39, Blumberg® Style, Side Tab, Letter Size.	$10.92	12.00
51093N	3, Blumberg® Style, Side Tab, Letter Size.	$19.11	21.00
5109401T	401-425 Collated, Blumberg® Style, Side Tab, Letter Size.	$9.10	10.00
510940N	40, Blumberg® Style, Side Tab, Letter Size.	$6.37	7.00
510941N	41, Blumberg® Style, Side Tab, Letter Size.	$5.46	6.00
5109426T	426-450 Collated, Blumberg® Style, Side Tab, Letter Size.	$10.01	11.00
510942N	42, Blumberg® Style, Side Tab, Letter Size.	$9.10	10.00
510943N	43, Blumberg® Style, Side Tab, Letter Size.	$5.46	6.00
510944N	44, Blumberg® Style, Side Tab, Letter Size.	$11.83	13.00
5109451T	451-475 Collated, Blumberg® Style, Side Tab, Letter Size.	$9.10	10.00
510945N	45, Blumberg® Style, Side Tab, Letter Size.	$10.92	12.00
510946N	46, Blumberg® Style, Side Tab, Letter Size.	$7.28	8.00
5109476T	476-500 Collated, Blumberg® Style, Side Tab, Letter Size.	$5.46	6.00
510947N	47, Blumberg® Style, Side Tab, Letter Size.	$10.92	12.00
510948N	48, Blumberg® Style, Side Tab, Letter Size.	$10.01	11.00
510949N	49, Blumberg® Style, Side Tab, Letter Size.	$11.83	13.00
51094N	4, Blumberg® Style, Side Tab, Letter Size.	$24.57	27.00
5109501T	501-525 Collated, Blumberg® Style, Side Tab, Letter Size.	$19.11	21.00
510950N	50, Blumberg® Style, Side Tab, Letter Size.	$4.55	5.00
510951T	51-75 Collated, Blumberg® Style, Side Tab, Letter Size.	$16.38	18.00
5109526T	526-550 Collated, Blumberg® Style, Side Tab, Letter Size.	$19.11	21.00
5109551T	551-575 Collated, Blumberg® Style, Side Tab, Letter Size.	$13.65	15.00
5109576T	576-600 Collated, Blumberg® Style, Side Tab, Letter Size.	$9.10	10.00
51095N	5, Blumberg® Style, Side Tab, Letter Size.	$12.74	14.00
5109601T	601-625 Collated, Blumberg® Style, Side Tab, Letter Size.	$8.19	9.00
5109626T	626-650 Collated, Blumberg® Style, Side Tab, Letter Size.	$7.28	8.00
5109651T	651-675 Collated, Blumberg® Style, Side Tab, Letter Size.	$10.92	12.00
5109676T	676-700 Collated, Blumberg® Style, Side Tab, Letter Size.	$7.28	8.00
51096N	6, Blumberg® Style, Side Tab, Letter Size.	$21.84	24.00
5109701T	701-725 Collated, Blumberg® Style, Side Tab, Letter Size.	$4.55	5.00
5109726T	726-750 Collated, Blumberg® Style, Side Tab, Letter Size.	$4.55	5.00
5109751T	751-775 Collated, Blumberg® Style, Side Tab, Letter Size.	$6.37	7.00
510976T	76-100 Collated, Blumberg® Style, Side Tab, Letter Size.	$11.83	13.00
5109776T	776-800 Collated, Blumberg® Style, Side Tab, Letter Size.	$7.28	8.00
51097N	7, Blumberg® Style, Side Tab, Letter Size.	$14.56	16.00
5109801T	801-825 Collated, Blumberg® Style, Side Tab, Letter Size.	$9.10	10.00
5109826T	826-850 Collated, Blumberg® Style, Side Tab, Letter Size.	$9.10	10.00
5109851T	851-875 Collated, Blumberg® Style, Side Tab, Letter Size.	$9.10	10.00
5109876T	876-900 Collated, Blumberg® Style, Side Tab, Letter Size.	$9.10	10.00
51098N	8, Blumberg® Style, Side Tab, Letter Size.	$10.01	11.00
5109901T	901-925 Collated, Blumberg® Style, Side Tab, Letter Size.	$9.10	10.00
5109926T	926-950 Collated, Blumberg® Style, Side Tab, Letter Size.	$9.10	10.00
5109951T	951-975 Collated, Blumberg® Style, Side Tab, Letter Size.	$9.10	10.00
5109976T	976-1000 Collated, Blumberg® Style, Side Tab, Letter Size.	$9.10	10.00
51099N	9, Blumberg® Style, Side Tab, Letter Size.	$10.92	12.00
5126B	Laser Exhibit Labels, Blue	$14.58	2.00
5126S	Laser Exhibit Label Starter Kit, Blumberg Brand	$25.17	1.00
5126T	Laser Exhibit Label Template, Blumberg Brand	$5.00	1.00
5126W	Laser Exhibit Labels, White	$51.03	7.00
5126Y	Laser Exhibit Labels, Goldenrod	$51.03	7.00
5128A	Exhibit A, Blumberg® Style, Side Tab, Letter Size.	$45.50	50.00
5128B	Exhibit B, Blumberg® Style, Side Tab, Letter Size.	$36.40	40.00
5128C	Exhibit C, Blumberg® Style, Side Tab, Letter Size.	$11.83	13.00
5128D	Exhibit D, Blumberg® Style, Side Tab, Letter Size.	$25.48	28.00
5128E	Exhibit E, Blumberg® Style, Side Tab, Letter Size.	$22.75	25.00
5128F	Exhibit F, Blumberg® Style, Side Tab, Letter Size.	$18.20	20.00
5128G	Exhibit G, Blumberg® Style, Side Tab, Letter Size.	$12.74	14.00
5128H	Exhibit H, Blumberg® Style, Side Tab, Letter Size.	$10.92	12.00
5128I	Exhibit I, Blumberg® Style, Side Tab, Letter Size.	$5.46	6.00

-99-

5128J	Exhibit J, Blumberg® Style, Side Tab, Letter Size.	$11.83	13.00
5128K	Exhibit K, Blumberg® Style, Side Tab, Letter Size.	$7.28	8.00
5128L	Exhibit L, Blumberg® Style, Side Tab, Letter Size.	$10.92	12.00
5128M	Exhibit M, Blumberg® Style, Side Tab, Letter Size.	$5.46	6.00
5128N	Exhibit N, Blumberg® Style, Side Tab, Letter Size.	$8.19	9.00
5128O	Exhibit O, Blumberg® Style, Side Tab, Letter Size.	$8.19	9.00
5128P	Exhibit P, Blumberg® Style, Side Tab, Letter Size.	$7.28	8.00
5128Q	Exhibit Q, Blumberg® Style, Side Tab, Letter Size.	$7.28	8.00
5128R	Exhibit R, Blumberg® Style, Side Tab, Letter Size.	$6.37	7.00
5128S	Exhibit S, Blumberg® Style, Side Tab, Letter Size.	$8.19	9.00
5128T	Exhibit T, Blumberg® Style, Side Tab, Letter Size.	$5.46	6.00
5128U	Exhibit U, Blumberg® Style, Side Tab, Letter Size.	$11.83	13.00
5128V	Exhibit V, Blumberg® Style, Side Tab, Letter Size.	$3.64	4.00
5128W	Exhibit W, Blumberg® Style, Side Tab, Letter Size.	$5.46	6.00
5128X	Exhibit X, Blumberg® Style, Side Tab, Letter Size.	$3.64	4.00
5128Y	Exhibit Y, Blumberg® Style, Side Tab, Letter Size.	$5.46	6.00
5128Z	Exhibit Z, Blumberg® Style, Side Tab, Letter Size.	$4.55	5.00
5135EX	Letter Size Side Exhibit Blank Writeable Indexes	$72.32	64.00
5144ME	Minute Paper Letter Size 28lb., 3-Hole Punched Mottled Edge	$124.80	8.00
5145ME	Minute Paper Letter Size 28lb., Rectangular Rod Punched Mottled Edge	$76.01	6.00
5147ME	Minute Paper Legal Size 28lb., Rectangular Rod Punched	$171.00	10.00
5187BL	Blank Stock Certificate Book, Blue for Corporation	$107.63	7.00
5187BLLLC	Blank Stock Certificate Book, Limited Liability Company, Blue Border	$15.37	1.00
5187BR	Blank Stock Certificate Book, Corporation, Brown Border	$45.75	3.00
5187GR	Blank Stock Certificate Book, Corporation, Green Border	$30.75	2.00
5187GRLLC	Blank Stock Certificate Book, Limited Liability Company, Green Border	$15.38	1.00
5187GRLP	Blank Stock Certificate Book, Limited Partnership Green Border	$15.25	1.00
5187OG	Blank Stock Certificate Book, Corporation, Orange Border	$76.25	5.00
597-2	2" Expansion Retention Jackets	$66.09	164.00
70CRM	Black Beauty Binder with "Corporate Records"	$60.00	5.00
70M	Black Beauty Binder	$24.00	2.00
9287ABF	Employee's Personnel File Folder, 20 per package	$34.30	10.00
966-BL	Mini Backers, plain	$2,006.05	53.00
966-IV	Mini Backers, plain	$3,179.40	84.00
966-WH	Mini Backers, plain	$264.95	7.00
A234	Certificate of Incorporation, NY	$18.90	1.00
A365	Notice of mechanic's lien, affidavit of service, outside NYC, 9-96	$18.90	1.00
AVE1186A	A, Avery® Style, Side Tab, Letter Size.	$20.02	22.00
AVE1186AAAZZZ	Avery® Style, Side Tabs, Letter, Collated AAA-ZZZ	$22.68	21.00
AVE1186AAZZ	Avery® Style, Side Tabs, Letter, Collated AA-ZZ	$27.00	25.00
AVE1186AZ	Avery® Style, Side Tabs, Letter, Collated A-Z	$33.48	31.00
AVE1186B	B, Avery® Style, Side Tab, Letter Size.	$22.75	25.00
AVE1186C	C, Avery® Style, Side Tab, Letter Size.	$7.28	8.00
AVE1186D	D, Avery® Style, Side Tab, Letter Size.	$15.47	17.00
AVE1186E	E, Avery® Style, Side Tab, Letter Size.	$16.38	18.00
AVE1186F	F, Avery® Style, Side Tab, Letter Size.	$66.40	16.00
AVE1186G	G, Avery® Style, Side Tab, Letter Size.	$10.92	12.00
AVE1186H	H, Avery® Style, Side Tab, Letter Size.	$5.46	6.00
AVE1186I	I, Avery® Style, Side Tab, Letter Size.	$7.28	8.00
AVE1186J	J, Avery® Style, Side Tab, Letter Size.	$18.20	20.00
AVE1186K	K, Avery® Style, Side Tab, Letter Size.	$11.83	13.00
AVE1186L	L, Avery® Style, Side Tab, Letter Size.	$10.01	11.00
AVE1186M	M, Avery® Style, Side Tab, Letter Size.	$11.83	13.00
AVE1186N	N, Avery® Style, Side Tab, Letter Size.	$13.65	15.00
AVE1186O	O, Avery® Style, Side Tab, Letter Size.	$15.47	17.00
AVE1186P	P, Avery® Style, Side Tab, Letter Size.	$15.47	17.00
AVE1186Q	Q, Avery® Style, Side Tab, Letter Size.	$15.47	17.00
AVE1186R	R, Avery® Style, Side Tab, Letter Size.	$8.19	9.00
AVE1186U	U, Avery® Style, Side Tab, Letter Size.	$0.91	1.00
AVE1186V	V, Avery® Style, Side Tab, Letter Size.	$0.91	1.00
AVE1186W	W, Avery® Style, Side Tab, Letter Size.	$0.91	1.00
AVE1186X	X, Avery® Style, Side Tab, Letter Size.	$0.91	1.00
AVE1186Y	Y, Avery® Style, Side Tab, Letter Size.	$0.91	1.00

-100-

AVE1186Z	Z, Avery® Style, Side Tab, Letter Size.	$0.91	1.00
AVE2186AZ	Avery® Style, Side Exhibit Tabs, Legal, Collated A-Z	$61.56	57.00
AVE51051	Exhibit 1, Avery® Style, Bottom Tab, Letter Size.	$6.37	7.00
AVE510510	Exhibit 10, Avery® Style, Bottom Tab, Letter Size.	$11.83	13.00
AVE510511	Exhibit 11, Avery® Style, Bottom Tab, Letter Size.	$13.65	15.00
AVE510512	Exhibit 12, Avery® Style, Bottom Tab, Letter Size.	$13.65	15.00
AVE510513	Exhibit 13, Avery® Style, Bottom Tab, Letter Size.	$14.56	16.00
AVE510514	Exhibit 14, Avery® Style, Bottom Tab, Letter Size.	$10.01	11.00
AVE510515	Exhibit 15, Avery® Style, Bottom Tab, Letter Size.	$7.28	8.00
AVE510516	Exhibit 16, Avery® Style, Bottom Tab, Letter Size.	$2.73	3.00
AVE510517	Exhibit 17, Avery® Style, Bottom Tab, Letter Size.	$3.64	4.00
AVE510518	Exhibit 18, Avery® Style, Bottom Tab, Letter Size.	$2.73	3.00
AVE510519	Exhibit 19, Avery® Style, Bottom Tab, Letter Size.	$3.64	4.00
AVE510520	Exhibit 20, Avery® Style, Bottom Tab, Letter Size.	$3.64	4.00
AVE510521	Exhibit 21, Avery® Style, Bottom Tab, Letter Size.	$3.64	4.00
AVE510522	Exhibit 22, Avery® Style, Bottom Tab, Letter Size.	$3.64	4.00
AVE510523	Exhibit 23, Avery® Style, Bottom Tab, Letter Size.	$3.64	4.00
AVE510524	Exhibit 24, Avery® Style, Bottom Tab, Letter Size.	$3.64	4.00
AVE510525	Exhibit 25, Avery® Style, Bottom Tab, Letter Size.	$3.64	4.00
AVE510526	Exhibit 26, Avery® Style, Bottom Tab, Letter Size.	$2.73	3.00
AVE510527	Exhibit 27, Avery® Style, Bottom Tab, Letter Size.	$3.64	4.00
AVE510528	Exhibit 28, Avery® Style, Bottom Tab, Letter Size.	$3.64	4.00
AVE510529	Exhibit 29, Avery® Style, Bottom Tab, Letter Size.	$3.64	4.00
AVE510530	Exhibit 30, Avery® Style, Bottom Tab, Letter Size.	$3.64	4.00
AVE510531	Exhibit 31, Avery® Style, Bottom Tab, Letter Size.	$3.64	4.00
AVE510532	Exhibit 32, Avery® Style, Bottom Tab, Letter Size.	$2.73	3.00
AVE510533	Exhibit 33, Avery® Style, Bottom Tab, Letter Size.	$2.73	3.00
AVE510534	Exhibit 34, Avery® Style, Bottom Tab, Letter Size.	$2.73	3.00
AVE510535	Exhibit 35, Avery® Style, Bottom Tab, Letter Size.	$2.73	3.00
AVE510536	Exhibit 36, Avery® Style, Bottom Tab, Letter Size.	$2.73	3.00
AVE510537	Exhibit 37, Avery® Style, Bottom Tab, Letter Size.	$2.73	3.00
AVE510538	Exhibit 38, Avery® Style, Bottom Tab, Letter Size.	$2.73	3.00
AVE510539	Exhibit 39, Avery® Style, Bottom Tab, Letter Size.	$2.73	3.00
AVE51054	Exhibit 4, Avery® Style, Bottom Tab, Letter Size.	$3.64	4.00
AVE510540	Exhibit 40, Avery® Style, Bottom Tab, Letter Size.	$2.73	3.00
AVE510541	Exhibit 41, Avery® Style, Bottom Tab, Letter Size.	$3.64	4.00
AVE510542	Exhibit 42, Avery® Style, Bottom Tab, Letter Size.	$3.64	4.00
AVE510543	Exhibit 43, Avery® Style, Bottom Tab, Letter Size.	$3.64	4.00
AVE510544	Exhibit 44, Avery® Style, Bottom Tab, Letter Size.	$3.64	4.00
AVE510545	Exhibit 45, Avery® Style, Bottom Tab, Letter Size.	$3.64	4.00
AVE510546	Exhibit 46, Avery® Style, Bottom Tab, Letter Size.	$3.64	4.00
AVE510547	Exhibit 47, Avery® Style, Bottom Tab, Letter Size.	$3.64	4.00
AVE510548	Exhibit 48, Avery® Style, Bottom Tab, Letter Size.	$11.83	13.00
AVE510549	Exhibit 49, Avery® Style, Bottom Tab, Letter Size.	$10.92	12.00
AVE510550	Exhibit 50, Avery® Style, Bottom Tab, Letter Size.	$2.73	3.00
AVE51056	Exhibit 6, Avery® Style, Bottom Tab, Letter Size.	$5.46	6.00
AVE51057	Exhibit 7, Avery® Style, Bottom Tab, Letter Size.	$10.01	11.00
AVE51058	Exhibit 8, Avery® Style, Bottom Tab, Letter Size.	$10.92	12.00
AVE51059	Exhibit 9, Avery® Style, Bottom Tab, Letter Size.	$10.92	12.00
AVE5105A	Exhibit A, Avery® Style, Bottom Tab, Letter Size	$34.58	38.00
AVE5105AZ	Avery® Style, Bottom Exhibit Tabs, Letter, Collated A-Z	$14.04	13.00
AVE5105B	Exhibit B, Avery® Style, Bottom Tab, Letter Size	$27.30	38.00
AVE5105C	Exhibit C, Avery® Style, Bottom Tab, Letter Size	$18.20	23.00
AVE5105D	Exhibit D, Avery® Style, Bottom Tab, Letter Size	$26.39	29.00
AVE5105E	Exhibit E, Avery® Style, Bottom Tab, Letter Size	$22.75	25.00
AVE5105F	Exhibit F, Avery® Style, Bottom Tab, Letter Size	$10.01	11.00
AVE5105G	Exhibit G, Avery® Style, Bottom Tab, Letter Size	$17.29	19.00
AVE5105H	Exhibit H, Avery® Style, Bottom Tab, Letter Size	$5.46	6.00
AVE5105I	Exhibit I, Avery® Style, Bottom Tab, Letter Size	$17.29	19.00
AVE5105J	Exhibit J, Avery® Style, Bottom Tab, Letter Size	$10.01	11.00
AVE5105K	Exhibit K, Avery® Style, Bottom Tab, Letter Size	$20.93	23.00
AVE5105L	Exhibit L, Avery® Style, Bottom Tab, Letter Size	$24.57	27.00
AVE5105M	Exhibit M, Avery® Style, Bottom Tab, Letter Size	$9.10	10.00

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AVE5105N	Exhibit N, Avery® Style, Bottom Tab, Letter Size	$9.34	11.00
AVE5105O	Exhibit O, Avery® Style, Bottom Tab, Letter Size	$11.83	13.00
AVE5105P	Exhibit P, Avery® Style, Bottom Tab, Letter Size	$4.55	5.00
AVE5105Q	Exhibit Q, Avery® Style, Bottom Tab, Letter Size	$3.60	4.00
AVE5105R	Exhibit R, Avery® Style, Bottom Tab, Letter Size	$3.60	4.00
AVE5105S	Exhibit S, Avery® Style, Bottom Tab, Letter Size	$3.60	4.00
AVE5105T	Exhibit T, Avery® Style, Bottom Tab, Letter Size	$4.55	5.00
AVE5105U	Exhibit U, Avery® Style, Bottom Tab, Letter Size	$4.55	5.00
AVE5105V	Exhibit V, Avery® Style, Bottom Tab, Letter Size	$3.64	4.00
AVE5105W	Exhibit W, Avery® Style, Bottom Tab, Letter Size	$0.91	1.00
AVE5105X	Exhibit X, Avery® Style, Bottom Tab, Letter Size	$4.55	5.00
AVE5105Y	Exhibit Y, Avery® Style, Bottom Tab, Letter Size	$4.55	5.00
AVE5105Z	Exhibit Z, Avery® Style, Bottom Tab, Letter Size	$4.55	5.00
AVE5109101T	101-125 Collated, Avery® Style, Side Tab, Letter Size.	$18.72	18.00
AVE5109126T	126-150 Collated, Avery® Style, Side Tab, Letter Size.	$18.72	18.00
AVE5109151T	151-175 Collated, Avery® Style, Side Tab, Letter Size.	$16.64	16.00
AVE5109176T	176-200 Collated, Avery® Style, Side Tab, Letter Size.	$14.56	14.00
AVE51091T	1-25 Collated, Avery® Style, Side Tab, Letter Size.	$10.40	10.00
AVE5109201T	201-225 Collated, Avery® Style, Side Tab, Letter Size.	$14.56	14.00
AVE5109226T	226-250 Collated, Avery® Style, Side Tab, Letter Size.	$14.41	14.00
AVE5109251T	251-275 Collated, Avery® Style, Side Tab, Letter Size.	$8.19	9.00
AVE510926T	26-50 Collated, Avery® Style, Side Tab, Letter Size.	$26.00	25.00
AVE5109276T	276-300 Collated, Avery® Style, Side Tab, Letter Size.	$10.01	11.00
AVE5109301T	301-325 Collated, Avery® Style, Side Tab, Letter Size.	$8.19	9.00
AVE5109326T	326-350 Collated, Avery® Style, Side Tab, Letter Size.	$9.10	10.00
AVE5109351T	351-375 Collated, Avery® Style, Side Tab, Letter Size.	$8.19	9.00
AVE5109376T	376-400 Collated, Avery® Style, Side Tab, Letter Size.	$9.10	10.00
AVE5109401T	401-425 Collated, Avery® Style, Side Tab, Letter Size.	$12.74	14.00
AVE5109426T	426-450 Collated, Avery® Style, Side Tab, Letter Size.	$15.47	17.00
AVE5109451T	451-475 Collated, Avery® Style, Side Tab, Letter Size.	$15.47	17.00
AVE5109476T	476-500 Collated, Avery® Style, Side Tab, Letter Size.	$14.56	16.00
AVE510951T	51-75 Collated, Avery® Style, Side Tab, Letter Size.	$15.60	15.00
AVE510976T	76-100 Collated, Avery® Style, Side Tab, Letter Size.	$16.64	16.00
AVE5128A	Exhibit A, Avery® Style, Side Tab, Letter Size.	$3.64	4.00
AVE5128AZ	Avery® Style, Side Exhibit Tabs, Letter, Collated A-Z	$12.96	12.00
AVE5128B	Exhibit B, Avery® Style, Side Tab, Letter Size.	$6.37	7.00
AVE5128C	Exhibit C, Avery® Style, Side Tab, Letter Size.	$12.74	14.00
AVE5128D	Exhibit D, Avery® Style, Side Tab, Letter Size.	$14.56	16.00
AVE5128E	Exhibit E, Avery® Style, Side Tab, Letter Size.	$11.83	13.00
AVE5128F	Exhibit F, Avery® Style, Side Tab, Letter Size.	$9.10	10.00
AVE5128G	Exhibit G, Avery® Style, Side Tab, Letter Size.	$9.10	10.00
AVE5128H	Exhibit H, Avery® Style, Side Tab, Letter Size.	$9.10	10.00
AVE5128I	Exhibit I, Avery® Style, Side Tab, Letter Size.	$2.73	3.00
AVE5128J	Exhibit J, Avery® Style, Side Tab, Letter Size.	$4.55	5.00
AVE5128K	Exhibit K, Avery® Style, Side Tab, Letter Size.	$7.28	8.00
AVE5128L	Exhibit L, Avery® Style, Side Tab, Letter Size.	$10.01	11.00
AVE5128M	Exhibit M, Avery® Style, Side Tab, Letter Size.	$19.11	21.00
AVE5128N	Exhibit N, Avery® Style, Side Tab, Letter Size.	$10.01	11.00
AVE5128O	Exhibit O, Avery® Style, Side Tab, Letter Size.	$11.83	13.00
AVE5128P	Exhibit P, Avery® Style, Side Tab, Letter Size.	$11.83	13.00
AVE5128Q	Exhibit Q, Avery® Style, Side Tab, Letter Size.	$12.74	14.00
AVE5128R	Exhibit R, Avery® Style, Side Tab, Letter Size.	$12.74	14.00
AVE5128S	Exhibit S, Avery® Style, Side Tab, Letter Size.	$12.74	14.00
AVE5128T	Exhibit T, Avery® Style, Side Tab, Letter Size.	$12.74	14.00
AVE5128U	Exhibit U, Avery® Style, Side Tab, Letter Size.	$5.46	6.00
AVE5128V	Exhibit V, Avery® Style, Side Tab, Letter Size.	$5.46	6.00
AVE5128W	Exhibit W, Avery® Style, Side Tab, Letter Size.	$5.46	6.00
AVE5128X	Exhibit X, Avery® Style, Side Tab, Letter Size.	$5.46	6.00
AVE5128Y	Exhibit Y, Avery® Style, Side Tab, Letter Size.	$5.46	6.00
AVE5128Z	Exhibit Z, Avery® Style, Side Tab, Letter Size.	$5.46	6.00
AVE61091T	1-25 Collated, Avery® Style, Side Tab, Legal Size.	$7.28	21.00
AVE610926T	26-50 Collated, Avery® Style, Side Tab, Legal Size.	$15.47	17.00
AVE610951T	51-75 Collated, Avery® Style, Side Tab, Legal Size.	$19.11	21.00

-102-

AVE610976T	76-100 Collated, Avery® Style, Side Tab, Legal Size.	$23.66	26.00
B104	Summons without notice	$17.10	1.00
B122	Real Estate Purchase Offer	$17.10	1.00
B242	Satisfaction of Judgement Whole or Part	$17.10	1.00
B3110DT	Letter Size Project Jacket, Flat	$15.22	1.00
B3115DT	Legal Size Project Jacket, Flat	$85.36	4.00
B3143DT	Letter Size Project Jacket, 2" Expansion	$47.31	3.00
B3145DT	Legal Size Project Jacket, 2" Expansion	$31.40	2.00
B399	Request for Judicial Intervention	$17.10	1.00
B438	Notice to take Deposition	$17.10	1.00
B49BC	Note Size, Columbia Binding Case	$53.20	10.00
B50H	Letter Size, Columbia Binding Case	$57.20	10.00
B51H	Legal Size, Columbia Binding Case	$101.70	18.00
BCOM	Oak Style 10-1/2" Chairman Presentation Set Gavel with Soundblock, Gold Band.	$234.20	4.00
BCVBlue	Brief Covers Letter Size Side Scored, Blue	$71.25	15.00
BCVGray	Brief Covers Letter Size Side Scored, Gray	$223.25	47.00
BCVWhite	Brief Covers Letter Size Side Scored, White	$23.60	5.00
BCWJ	American Walnut 11" Judge's Chairman Presentation Set Gavel with Soundblock, Gold Band.	$110.70	2.00
BGAJ	11" American Rosewood Judge's Boxed Gavel, Silver Band.	$79.95	3.00
BGAL	8" American Rosewood Boxed Gavel, Silver Band.	$17.40	1.00
BGAM	10-1/2" American Rosewood Boxed Gavel, Silver Band.	$62.10	3.00
BGDLG	8" Gold Finish Boxed Gavel, Gold Band.	$12.75	1.00
BGOM	10-1/2" Oak Style Boxed Gavel, Gold Band.	$33.60	2.00
BGWJ	11" American Walnut Judge's Boxed Gavel, Gold Band.	$10.28	5.00
BGWL	8" American Walnut Boxed Gavel, Gold Band.	$38.10	3.00
BGWM	10-1/2" American Walnut Boxed Gavel, Gold Band.	$68.40	6.00
BlueU	Blue Unauthorized Security Paper, Letter Size, Text Weight	$51.00	6.00
BLUEU2S	Blue Unauthorized Security Paper, Letter Size, Text Weight, 2-Sided	$50.00	4.00
BlueV	Blue Void Security Paper, Letter Size, Text Weight	$270.00	27.00
BlueV2P	Blue Void 2-Part Carbonless Security Paper	$1,587.50	127.00
BlueV65	Security Paper, Letter Size, Cover Stock, Blue VOID	$1,626.88	164.00
BlueVPerf	Blue Void Security Paper, Letter Size, Quarter Perfed	$451.00	41.00
BlueVTab	Blue Void 11 x 17 Text Weight Stock Security Paper	$737.50	59.00
BlueVTab65	Blue Void 11 x 17 65# Cover Stock Security Paper	$587.50	47.00
BSBA	American Rosewood 4" Square Sound Block	$37.35	3.00
BSBO	Oak Style 4" Square Sound Block	$135.30	11.00
BSBW	American Walnut 4" Round Sound Block	$49.80	4.00
CBWHLS	Capital Bond Legal Scale Watermarked Paper	$248.20	17.00
CBWHWV	Capital Bond White Wove, 24lb. 8.5" x 11"	$162.42	13.00
CBWHWV#10	Capital Bond White Wove, 24lb. #10 Envelopes	$156.94	7.00
CCCNW	Classic Crest Natural White 110# Cover	$172.04	34.00
CCCWH	Classic Crest White 110# Cover	$96.14	19.00
CLAVLN	Classic Linen Writing Letter Size Blank Second Sheets, Avon Brilliant White	$286.43	18.00
CLAVLN#10	Classic Linen Writing Blank #10 Envelopes Second Sheets, Avon Brilliant White	$266.32	8.00
CLBILD	Classic Laid Writing Letter Size Blank Second Sheets, Baronial Ivory	$143.22	9.00
CLBILD#10	Classic Laid Writing Blank #10 Envelopes Second Sheets, Baronial Ivory	$199.74	6.00
CLBILN	Classic Linen Writing Letter Size Blank Second Sheets, Baronial Ivory	$238.68	15.00
CLBILN#10	Classic Linen Writing Blank #10 Envelopes, Baronial Ivory	$133.16	4.00
CLGRLN#10	Classic Linen Writing Blank #10 Envelopes Second Sheets, Antique Gray	$66.58	2.00
CLNWLD	Classic Laid Writing Letter Size Blank Second Sheets, Natural White	$15.91	1.00
CLNWLN	Classic Linen Writing Letter Size Blank Second Sheets. Natural White	$143.21	9.00
CRFWLD	Crane's Crest Writing Letter Size Blank Second Sheets, Flourescent White Laid	$298.90	10.00
CRFWLD#10	Crane's Crest & Bond Blank #10 Envelopes, Flourescent White Laid	$207.10	5.00
CRFWWV	Crane's Crest Writing Letter Size Blank Second Sheets, Flourescent White Wove	$418.46	14.00
CRFWWV#10	Crane's Crest & Bond Blank #10 Envelopes, Flourescent White Wove	$218.45	5.00
CRIVWV	Crane's Bond Writing Letter Size Blank Second Sheets, Ivory Wove	$29.89	1.00
CRIVWV#10	Crane's Bond Blank #10 Envelopes, Ivory Wove	$103.55	3.00
CRNWLD	Crane's Crest Writing Letter Size Blank Second Sheets, Natural White Laid	$179.34	6.00
CRNWLD#10	Crane's Crest Blank #10 Envelopes, Natural White Laid	$91.98	2.00
CRNWWV	Crane's Crest Writing Letter Size Blank Second Sheets, Natural White Wove	$269.01	9.00
CRNWWV#10	Crane's Crest Blank #10 Envelopes, Natural White Wove	$282.90	10.00
DeterX	Gray Copy, Letter Size	$1,498.00	107.00
DSA	Director Set, American Rosewood Style, Silver Band	$143.00	4.00

-103-

DSO	Director Set, Oak Style, Gold Band.	$218.05	7.00
DSW	Director Set, Walnut Style, Gold Band.	$166.95	7.00
ENC201	Embossed Thank You Cards, 10 Per Package with envelopes	$41.40	12.00
ENC204	We Appreciate Your Business Cards, 10 Per Package with envelopes	$24.15	7.00
G30	Miniature Barrel Gavel	$25.00	10.00
G3N	Miniature Gavel	$52.80	22.00
G5WPEN	Miniature Gavel Pen	$103.60	37.00
GBWHWV	Gilbert® Bond Light Cockle Finish. 24lb., 25% Cotton Content, 8.5" x 11".	$202.40	11.00
GBWHWV#10	Gilbert® Bond Blank #10 Envelopes	$156.00	4.00
GBWHWV20	Gilbert® Bond Light Cockle Finish. 20lb., 25% Cotton Content, 8.5" x 11".	$165.60	9.00
GBWHWV20#10	Gilbert® Bond Blank #10 Envelopes, 20#	$195.00	5.00
GC150	Goes® Oklahoma Stock Certificates	$40.55	4.00
GC156	Goes® Virginia Stock Certificates	$40.55	4.00
GC174	Goes® Common Blank Stock Certificates	$50.68	5.00
GC178	Goes® Preferred Stock Certificates	$37.62	4.00
GC193-1/2	Goes® Louisiana Stock Certificates	$50.69	5.00
GC199	Goes® Kansas Stock Certificates	$40.55	4.00
GC213	Goes® Missouri Stock Certificates	$40.55	4.00
GC220	Goes® South Carolina Stock Certificates	$50.69	5.00
GC223	Goes® North Carolina Stock Certificates	$30.41	3.00
GC265	Goes® Texas Stock Certificates	$119.03	10.00
GC385	Goes® Pennsylvania Stock Certificates	$40.55	4.00
GC390	Goes® No Par Value Stock Certificates	$28.21	3.00
GC510	Goes® Blank Corporation Stock Certificates	$109.76	8.00
GC514	Goes® Ohio Stock Certificates	$87.42	6.00
GC90	Goes® Colorado Stock Certificates	$65.38	5.00
GCM113	Goes® Massachusetts Stock Certificates	$32.42	3.00
GK1	Miniature Gavel Key Chain	$93.60	39.00
GK30	Miniature Barrel Gavel Keychain	$56.00	20.00
GrayC	Gray Copy Security Paper, Letter Size, Text Weight	$1,110.00	111.00
IB20LCLEGALRED	Legal Size, 20lb. Cotton Bond, Red Ruled Paper	$138.11	7.00
IB20LCNBR	Letter Size, 20lb. Cotton Bond, Black Ruled Paper, Numbered 1-28	$193.41	7.00
IB20LCRED	Letter Size, 20lb. Cotton Bond, Red Ruled Paper	$55.14	6.00
IB24LCBLK	Letter Size, 24lb. Cotton Bond, Standard Ruled Paper	$25.48	28.00
IB24LCBLU	Letter Size, 24lb. Cotton Bond, Standard Ruled Paper	$15.47	17.00
IB24LCNYBLU	Letter Size, 24lb. Cotton Bond, New York Ruled Paper	$153.00	9.00
IB24LCNYRED	Letter Size, 24lb. Cotton Bond, New York Ruled Paper	$61.22	7.00
IB24LCRED	Letter Size, 24lb. Cotton Bond, Standard Ruled Paper	$27.57	3.00
IILBLK	Ideal Ink Refills 2oz Large, Black	$12.54	6.00
IILBLUE	Ideal Ink Refills 2oz Large, Blue	$8.36	4.00
IILGRN	Ideal Ink Refills 2oz Large, Green	$6.27	3.00
IILRED	Ideal Ink Refills 2oz Large, Red	$6.27	3.00
IILVIO	Ideal Ink Refills 2oz Large, Violet	$4.18	2.00
IISBLK	Ideal Ink Refills 6cc Small	$2.64	2.00
IISBLUE	Ideal Ink Refills 6cc Small	$2.64	2.00
IISGRN	Ideal Ink Refills 6cc Small	$6.60	5.00
IISRED	Ideal Ink Refills 6cc Small	$2.64	2.00
IISVIO	Ideal Ink Refills 6cc Small	$3.96	3.00
L821	Affidavit of Service	$12.00	4.00
L850	Real Estate File Folder, Legal Size	$30.87	9.00
L900BL	NYS Litigation Cover, Blue	$755.75	207.00
L900FBL9	New York State Litigation Covers, Blue, standard 9" width	$10.95	3.00
L900FGY8.5	New York State Litigation Covers, Gray, 8.5" width for laser printer	$18.25	5.00
L900FGY9	New York State Litigation Covers, Gray, standard 9" width	$62.05	17.00
L900FIV8.5	New York State Litigation Covers, Ivory, 8.5" width for laser printer	$25.55	7.00
L900FIV9	New York State Litigation Covers, Ivory, standard 9" width	$32.85	9.00
L900FWH8.5	New York State Litigation Covers, White, 8.5" width for laser printer	$11.55	3.00
L900FWH9	New York State Litigation Covers, White, standard 9" width	$25.55	7.00
L900GR	NYS Litigation Cover, Gray	$155.82	49.00
L900IV	NYS Litigation Cover, Ivory	$213.06	67.00
L900WH	NYS Litigation Covers, White	$146.28	46.00
LWTLEG	Last Will and Testament First Sheets, Legal Size	$44.80	5.00
M183	Will, long form, folds to 8 1/2 x l4, 4-79	$8.96	1.00

-104-

MCVS1LG9	Manuscript Covers, Legal Size, Blue, 9" Width	$91.85	9.00
MCVS1LT9	Manuscript Covers, Letter Size, Blue, 9" Width	$130.76	14.00
MCVS2LG8.5	Manuscript Covers, Legal Size, Canary, 8.5" Width	$28.02	3.00
MCVS2LG9	Manuscript Covers, Legal Size, Canary, 9" Width	$275.54	27.00
MCVS2LT8.5	Manuscript Covers, Letter Size. Canary, 8.5" Width for Laser Printer	$9.34	1.00
MCVS2LT9	Manuscript Covers, Letter Size, Canary, 9" Width	$94.30	10.00
MCVS3LT8.5	Manuscript Covers, Letter Size, Ivory, 8.5" Width for Laser Printer	$9.43	1.00
MCVS3LT9	Manuscript Covers, Letter Size, Ivory, 9" Width	$197.16	62.00
MCVS4LT8.5	Manuscript Covers, Letter Size, Gray, 8.5" Width for Laser Printer	$9.34	1.00
MCVS4LT9	Manuscript Covers, Letter Size, Gray, 9" Width	$111.32	31.00
MCVS5LT9	Manuscript Covers, Letter Size, White, 9" Width	$189.66	58.00
MCVS6LT9	Manuscript Covers, Letter Size, Red, 9" Width	$65.38	7.00
Misc.		$2,630.80	6,928.00
P1624	Satisfaction of mortgage, ind., corp, 1-side record, 11-98	$20.40	1.00
P1693	Quitclaim deed, ind. corp, 11-98	$20.40	1.00
P182	Will short form, 8 1/2 x 13 1/2, 100% Rag content, 4-79	$20.40	1.00
P3130	Power of attorney, durable or springing, with affidavit, 9-94	$20.40	1.00
P490	Attorney's letter of engagement, 22 NYCRR 1215, 3-02	$20.40	1.00
P644	Power of attorney, statutory form, disability Clause, 01-09	$20.40	1.00
P670	Mortgage, short form, plain English 11-98	$20.40	1.00
PNC101	Thank You Note Cards, 20 Per Package with envelopes	$46.56	24.00
PO24	Opaque, 60# Text Paper, 8.5x11, White	$9.88	2.00
RCNWWV	Royal Cotton, Letter Size, 24lb., Natural White Wove	$68.25	7.00
RCWHLEG	Legal Size Royal Cotton, Blank Paper	$146.17	28.00
RCWHLEG20	Legal Size Royal Cotton 20# White Bond	$260.16	12.00
RCWHWV	Royal Cotton, Letter Size, 24lb., White Wove	$126.75	13.00
RCWHWV20	Royal Cotton White Wove, 20lb. 8.5" x 11"	$59.38	7.00
RedU65	Security Paper, Letter Size, Cover Stock, Red Unauthorized	$486.08	49.00
SCRIPTX	Blue Void Rx, Letter Size	$28.00	1,007.00
STAND2	2 Compartment Display Stand for pamphlets.	$7.46	1.00
STAND4	4 Compartment Display Stand for pamphlets.	$15.56	1.00
SWBWLD	Strathmore Writing Letter Size Blank Second Sheets, Bright White Laid	$79.56	5.00
SWBWLD#10	Strathmore Writing Laid Blank #10 Envelopes, Bright White	$166.45	5.00
SWBWWV	Strathmore Writing Letter Size Blank Second Sheets, Bright White Wove	$63.65	4.00
SWBWWV#10	Strathmore Writing Wove Blank #10 Envelopes, Bright White	$66.58	2.00
SWIVLD	Strathmore Writing Letter Size Blank Second Sheets, Ivory Laid	$149.20	9.00
SWIVWV	Strathmore Writing Letter Size Blank Second Sheets, Ivory Wove	$127.32	8.00
SWNWLD	Strathmore Writing Letter Size Blank Second Sheets, Natural White Laid	$47.74	3.00
SWNWLD#10	Strathmore Writing Laid Blank #10 Envelopes, Natural White	$199.74	6.00
SWNWWV	Strathmore Writing Letter Size Blank Second Sheets, Natural White Wove	$95.51	6.00
SWNWWV#10	Strathmore Writing Wove Blank #10 Envelopes, Natural White	$278.24	8.00
SWUWLD	Strathmore Writing Letter Size Blank Second Sheets, Ultimate White Laid	$79.56	5.00
SWUWWV	Strathmore Writing Letter Size Blank Second Sheets, Ultimate White Wove	$176.80	10.00
SWUWWV#10	Strathmore Writing Wove Blank #10 Envelopes, Ultimate Wove	$185.40	5.00
T1165	Uniform transcript of judg., Blank Ct., 5-99	$18.90	1.00
T327	Apartment lease, stabilization, plain English format, 12-87	$18.90	1.00
T339	Certificate of use of assumed name by corporation, 9-98	$37.80	2.00
T354	Legal Form	$20.40	1.00
T368	Stipulation cancelling lis pendens, attorney affirmation, CPLR 6514 (d), 7-96	$18.90	1.00
T419	Affirmation, order to show cause, contempt, non-com- pliance with information subpoena, Blank Ct., 11-77	$18.90	1.00
T429	Subpoena duces tecum, deposition of judgment debtor restraining notice, Blank Ct., 1-95	$18.90	1.00
T439	Income execution, CPLR 5231, Blank Ct., 9-97	$18.90	1.00
T456	Notice of no necessity, matrimonial action, 12-93	$18.90	1.00
T487	Option for purchase of real estate, plain English, 5-80	$18.90	1.00
T510	Original petition, any ground, sum. proc., Blank Ct., 1-95	$18.90	1.00
T523	Judgement of Eviction Nonpayment	$18.90	1.00
T530	Judgement Eviction Holdover After Trial	$18.90	1.00
T639	Certificate of Ammendment DBA Corporation	$18.90	1.00
T88	Hud	$18.90	1.00
UCC1	Financing Statement - NS	$21.25	125.00
UCC11	Request for Search - NS	$24.99	147.00
UCC1AD	Financing Statement Addendum	$14.79	87.00
UCC3	Statement of Change, NS	$5.44	32.00

-105-

UCC3AD	Financing Statement of Amed. Adedendum	$23.46	138.00
W451	Legal Forms	$20.40	1.00
WCL3	Client Ledger 11" x 11"	$58.50	5.00
WCL3S	Client Ledger, 8-1/2" x 11"	$41.10	5.00
WCL4	Client Ledger, 8-1/2" x 14"	$50.40	3.00
WCTS4	Time Control System	$598.80	20.00
WJCRF3	Cash Receipts Journal, 11" x 17"	$55.80	3.00
WJCRF325	Cash Receipts Journal	$42.60	2.00
WJDGA3	General Disbursement Journal, 11" x 17"	$31.80	2.00
WJDGA325	General Disbursement Journal, 11" x 24-5/8"	$94.80	5.00
WJDGA4	General Disbursement Journal 11" x 23-3/8"	$37.92	2.00
WJDTA3	Trust Disbursement Journal, 11" x 17"	$32.88	2.00
WJDTA4	Trust Disbursement Journal, 11" x 17"	$32.64	2.00
WNMS534	New Matter Indexes, 4-Part	$82.56	4.00
WNMS6	New Matter Indexes, 6-Part	$162.96	7.00
WS10RBLK	Security #10 White Wove Standard Business Envelope, Black Tint	$41.75	5.00
WS10RBLU	Security #10 White Wove Standard Business Envelope, Blue Tint	$25.05	3.00
WS10WBLK	Security #10 White Wove Window Business Envelope, Black Tint	$31.58	3.00
WSGCE2093	Double Window Envelopes	$93.00	5.00
WW10R	White Wove #10 Envelopes	$81.80	11.00
WW10W	White Wove #10 Window Envelopes	$114.87	13.00
WW9R	White Wove #9 Envelopes	$22.29	3.00
WW9W	White Wove #9 Return Window Envelopes	$31.05	5.00
X1319	Judgement Default, Blank City	$18.90	1.00
X211	Original Notice of Petition	$18.90	1.00
X417	Legal Form	$20.40	1.00
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X445	Original notice of pet. non-payment, sum. proc., Blank Ct., 1-95	$18.90	1.00
X446	Copy of Petition & Notice of Non Payment	$18.90	1.00
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X5057113	File/Pleading Backers with Prong Fasteners, 8 1/2" x 11 1/4", 14pt., 1/3 Cut Tab	$315.00	7.00
X505711P	File/Pleading Backers 8 1/2" x 11 1/4", 14pt., Straight Cut, 2-Hole Punched	$68.25	5.00
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XS1001	Stock Stamp Air Mail	$4.75	1.00
XS1002	Stock Stamp SAMPLE	$9.50	2.00
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XS1005	Stock Stamp PAID	$9.50	2.00
XS1006	Stock Stamp COPY	$14.25	3.00
XS1007	Stock Stamp IMPORTANT	$9.50	2.00
XS1008	Stock Stamp Approved	$9.50	2.00
XS1010	Stock Stamp FRAGILE	$9.50	2.00
XS1011	Stock Stamp C.O.D.	$9.50	2.00
XS1012	Stock Stamp SECOND NOTICE	$9.50	2.00
XS1014	Stock Stamp FINAL NOTICE	$14.25	3.00
XS1019	Stock Stamp CREDIT	$9.50	2.00
XS1020	Stock Stamp PERSONAL	$9.50	2.00
XS1021	Stock Stamp ENTERED	$9.50	2.00
XS1022	Stock Stamp CONFIRMATION	$9.50	2.00
XS1025	Stock Stamp APPROVED for PAYMENT	$4.75	1.00
XS1026	Stock Stamp COMPLETED	$9.50	2.00
XS1033	Stock Stamp PRIORITY	$9.50	2.00
XS1034	Stock Stamp EXPEDITE	$9.50	2.00
XS1042	Stock Stamp UNCLASSIFIED	$9.50	2.00
XS1047	Stock Stamp POSTED	$9.50	2.00
XS1051	Stock Stamp FILE	$4.75	1.00
XS1053	Stock Stamp INVOICE	$9.50	2.00
XS1068	Stock Stamp DRAFT	$9.50	2.00

-106-

XS1069	Stock Stamp COPY for your INFORMATION	$4.75	1.00
XS1071	Stock Stamp FILE COPY	$23.75	5.00
XS1103	Stock Stamp URGENT	$14.25	3.00
XS1107	Stock Stamp PARCEL POST	$9.50	2.00
XS1111	Stock Stamp ORIGINAL	$19.00	4.00
XS1112	Stock Stamp DUPLICATE	$4.75	1.00
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XS1117	Stock Stamp VOID	$14.25	3.00
XS1119	Stock Stamp CANCELLED	$9.50	2.00
XS1121	Stock Stamp FOR DEPOSIT ONLY	$9.50	2.00
XS1127	Stock Stamp PAST DUE	$4.75	1.00
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XS11357	Stock Stamp Round OK	$8.50	2.00
XS11359	Round Stock Stamp THANK YOU	$8.50	2.00
XS11363	http://shopping.netsuite.com/s.nl?c=562489	$12.75	3.00
XS1138	Stock Stamp Client's Copy	$28.50	6.00
XS11407	Copy Round Stock Stamp	$8.50	2.00
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XS1150	Stock Stamp CONFIDENTIAL	$4.75	1.00
XS1201	Stock Stamp PAID	$9.50	2.00
XS1203	Stock Stamp RECEIVED	$4.75	1.00
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XS1211	Stock Stamp POSTED	$9.50	2.00
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XS1215	Stock Stamp DISTRIBUTED	$9.50	2.00
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XS1218	Stock Stamp MAILED	$9.50	2.00
XS1219	Stock Stamp REVISED	$9.50	2.00
XS1221	Stock Stamp PAID	$9.50	2.00
XS1223	Stock Stamp RECEIVED	$9.50	2.00
XS1332	Stock Stamp FIRST CLASS	$9.50	2.00
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XS1334	Stock Stamp RUSH	$9.50	2.00
XS1335	Stock Stamp PAID	$9.50	2.00
XS1337	Stock Stamp COURT COPY	$33.25	7.00
XS1338	Stock Stamp OFFICE COPY	$9.50	2.00
XS1344	Stock Stamp ACCOUNT NOW OVERDUE	$4.75	1.00
XS1350	Stock Stamp FAXED	$4.75	1.00
XS1359	Stock Stamp COPY	$4.75	1.00
XS1360	Stock Stamp DRAFT	$9.50	2.00
XS1361	Stock Stamp FYI	$9.50	2.00
XS1362	Stock Stamp PAST DUE	$9.50	2.00
XS1364	Stock Stamp RECYCLE	$9.50	2.00
XS1365	Stock Stamp SHRED	$9.50	2.00
XS1504	Stock Stamp RETURN RECEIPT REQUESTED	$9.50	2.00
XS1512	Stock Stamp FIRST CLASS	$9.50	2.00
XS1537	Stock Stamp DO NOT BEND	$14.25	3.00
XS1571	Stock Stamp DO NOT XRAY	$4.75	1.00
XS1650	Stock Stamp E-MAILED	$9.50	2.00
XS1651	Stock Stamp E-MAIL	$4.75	1.00
XS1814	Stock Stamp Attorney's Copy	$19.00	4.00
XS1815	Stock Stamp Judge's Copy	$23.75	5.00
XS1816	Stock Stamp Attorney-Client Privilege	$28.50	6.00
XS1817	Stock Stamp COPY	$9.50	2.00

XS1822	Stock Stamp ENTERED ON/BY	$4.75	1.00
XS1826	Stock Stamp SIGNED/DATE	$9.50	2.00
XS1829	Stock Stamp SCANNED	$9.50	2.00
XS1830	Stock Stamp COURTESY COPY, ORIGINAL FILE ELECTRONICALLY	$9.50	2.00
XS1831	Stock Stamp PRIVILEGED	$9.50	2.00
XS2015	Two-Color Stock Stamp PAST DUE PLEASE REMIT	$10.50	2.00
XS2022	Two-Color Stock Stamp COPY	$10.50	2.00
XS2023	Two-Color Stock Stamp FAXED	$10.50	2.00
XS2024	Two-Color Stock Stamp PAID	$5.25	1.00
XS2025	Two-Color Stock Stamp EMAILED	$5.25	1.00
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XS2028	Two-Color Stock Stamp FILE	$10.50	2.00
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XS2030	Two-Color Stock Stamp RECEIVED	$5.25	1.00
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XS2032	Two-Color Stock Stamp FILE COPY	$5.25	1.00
XS2033	Two-Color Stock Stamp ROUGH DRAFT	$5.25	1.00
XS2034	Two-Color Stock Stamp CONFIDENTIAL	$5.25	1.00
XS2035	Two-Color Stock Stamp FOR DEPOSIT ONLY	$10.50	2.00
XS2037	Two-Color Stock Stamp VOID	$5.25	1.00
XS2038	Two-Color Stock Stamp POSTED	$5.25	1.00
XS2039	Two-Color Stock Stamp ORIGINAL	$10.50	2.00
XS2040	Two-Color Stock Stamp RUSH	$10.50	2.00
XS2049	Two-Color Stock Stamp PAST DUE PLEASE REMIT	$5.25	1.00
XS22111	Xstamper Ink Refills 10ml, Red	$12.40	5.00
XS22112	Xstamper Ink Refills 10ml, Black	$7.44	3.00
XS22113	Xstamper Ink Refills 10ml, Blue	$4.96	2.00
XS22114	Xstamper Ink Refills 10ml, Green	$2.48	1.00
XS22115	Xstamper Ink Refills 10ml, Purple	$4.96	2.00
XS22116	Xstamper Ink Refills 10ml, Orange	$2.48	1.00
XS22211	Xstamper Ink Refills 20ml, Red	$11.94	3.00
XS22212	Xstamper Ink Refills 20ml, Black	$7.96	2.00
XS22213	Xstamper Ink Refills 20ml, Blue	$7.96	2.00
XS22214	Xstamper Ink Refills 20ml, Green	$7.96	2.00
XS22216	Xstamper Ink Refills 20ml, Orange	$3.98	1.00
XS34000	Xstamper Spin N' Stamp Holder	$12.75	3.00
XS34328	Spin N' Stamp Cartridge Completed	$2.99	1.00
XS34329	Spin N' Stamp Cartridge File	$2.99	1.00
XS34330	Spin N' Stamp Cartridge File Copy	$5.97	2.00
XS34331	Spin N' Stamp Cartridge Urgent	$2.99	1.00
XS34332	Spin N' Stamp Cartridge Original	$2.99	1.00
XS34333	Spin N' Stamp Cartridge Void	$5.97	2.00
XS34334	Spin N' Stamp Cartridge Confidential	$5.97	2.00
XS34335	Spin N' Stamp Cartridge Entered	$2.99	1.00
XS34336	Spin N' Stamp Cartridge Paid	$2.99	1.00
XS34337	Spin N' Stamp Cartridge Received	$2.99	1.00
XS34338	Spin N' Stamp Cartridge First Class	$2.99	1.00
XS34339	Spin N' Stamp Cartridge Rush	$2.99	1.00
XS34340	Spin N' Stamp Cartridge Faxed	$2.99	1.00
XS34341	Spin N' Stamp Cartridge Copy	$2.98	1.00
XS34342	Spin N' Stamp Cartridge Draft	$2.99	1.00
XS34343	Spin N' Stamp Cartridge Past Due	$2.99	1.00
XS34344	Spin N' Stamp Cartridge Posted	$2.99	1.00
XS40240	Automatic Numbering Machine 6 Wheel	$69.96	2.00
XS40242	Automatic Numbering Machine 7 Wheel	$74.95	1.00
XS40244	Automatic Numbering Machine 8 Wheel	$49.98	1.00
XS40246	Automatic Numbering Machine 10 Wheel	$64.98	1.00
XS40248	Automatic Numbering Machine 12 Wheel	$74.98	1.00
XS40271	Exhibit Stamper Alpha	$94.45	3.00
XS40275	Exhibit Stamper Numeric 1-999	$94.46	3.00
XS81041	10-in-1 Phrase Stamp	$19.43	1.00
XS8512	Xstamper Spin N' Stamp Copy, Draft, Original	$37.44	3.00
XS8514	Xstamper Spin N' Stamp Posted/Paid/Received	$12.49	1.00
XS8515	Xstamper Spin N' Stamp Entered/File Copy/Completed	$12.49	1.00
XS9998	Exhibit Stock Stamp	$59.90	5.00
XS9999	Redacted Stock Stamp	$83.82	7.00

-107-

Schedule 2.1(c)

Contracts

Stern Properties Office Lease dated 9/6/05

-108-

This Lease made the 6th day of September between Stern Properties hereinafter referred to as LANDLORD, and Lester Levin Inc., d/b/a Legal Store.com hereinafter jointly, severally and collectively referred to as TENANT.

Witnesseth, that the Landlord hereby leases to the Tenant, and the Tenant hereby hirers and takes from the Landlord Unit #209 – consisting of approx. 3,829 square feet in the building known as 320 North Goodman Street; Rochester, New York 14607 to be used and occupied by the Tenant sales and distribution of legal supplies and for no other purpose, for a term to commence on or about November 1, 2005 term of five (5) years and to end on or about October 31, 2010 unless sooner terminated as hereinafter provided, at the ANNUAL RENT of SEE RIDER ATTACHED TO AND MADE PART OF LEASE all payable in equal monthly installments in advance on the first day of each and every calendar month during said term, except the first installment, which shall be paid upon the execution hereof.

THE TENANT JOINTLY AND SEVERALLY COVENANTS:

FIRST--That the Tenant will pay the rent as above provided.

SECOND--Repairs; Ordinances and Violations; Entry; Indemnify Landlord. That, throughout said terms the Tenant will take good care of the demised premises, fixtures and appurtenances, and all alterations, additions and improvements to either; make all repairs in and about the same necessary to pay the expense of such repairs; suffer no waste or injury; give prompt notice to the Landlord of any fire that may occur; execute and comply with all laws, rules, orders, ordinances and regulations at any time issued or in force (except those requiring structural alterations), applicable to the demised premises or to the Tenant’s occupation thereof, of the Federal, State and Local Governments, and of each and every department, bureau and official thereof, and o the New York Board of Fire Unde rwriters; permit at all times during usual business hours, the Landlord and representatives of the Landlord to enter the demised premises for the purpose of inspection, and to exhibit them for purposes of sale or rental; suffer the Landlord to make repairs and improvements to all parts of the building, and to comply with Landlord to erect, use, maintain, repair and replace pipes and conduits in the demised premises and to the floors above and below; forever indemnify and save harmless the Landlord for and against any and all liability, penalties, damages, expenses and judgments arising from injury during said term to person or property of any nature, occasioned wholly or in part by any act or acts, omission or omissions of the Tenant, or of the employees, guests, agents, assigns or undertenants of the Tenant and also for any matter or thing growing out of the occupation of the demised premises or of the streets, sidewalks or vaults adjacent thereto; permit, during the six months next prior to the expiration of the term of the usual notice “To Let” to be placed and to remain unmolested in a conspicuous place upon the exterior of the demised premises; repair, at or before the end of the term, all injury done by the installation or removal of furniture and property; and at the end of the term, to quit and surrender the demised premises with all alterations, additions and improvements in good order and condition.

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THIRD.--Moving Injury Surrender; Negative Cotenants; Obstruction Signs; Air Conditioning. That the Tenant will not disfigure or deface any part of the building, or suffer the same to be done, except so far as may be necessary to affix such trade fixtures as are herein consented to be the Landlord; the Tenant will not obstruct, or permit the obstruction of the street or the sidewalk adjacent thereto; will not do anything, or suffer anything to be done upon the demised premises which will increase the rate of fire insurance upon the building or any of its contents, or to be liable to cause structural injury to said building; will not permit the accumulation of waste or refuse matter, and will not, without the written consent of the Landlord first obtained in each case, either self, assign, except to an affiliate, mortgage or transfer this lease, underlet the demised premises or any part thereof, permit the same or any part thereof to be occupied by anybody other than the Tenant and the Tenant’s employees, make any alterations in the demised premises, use the demised premises or any part thereof for any purpose other than the one first above stipulated, or for any purpose deemed extra hazardous on account of fire risk, not in violation of any law or ordinance. That the Tenant will not obstruct or permit the obstruction of the light, halls, stairway or entrances to the building, and will not erect or inscribe any sign, signals or advertisements unless and until the style and location thereof have been approved by the Landlord; and if any be erected or inscribed without such approval, the Landlord may remove the same. No air conditioning unit or system or other apparatus shall be installed or used without the prior written consent of Landlord.

IT IS MUTUALLY COVENANTED AND AGREED, THAT

FOURTH.--Fire Clause. If the demised premises shall be partially damaged by fire or other cause without the fault or neglect of Tenant, Tenant’s servants, employees, agents, visitors or licensees, the damages shall be repaired by and at the expense of Landlord and the rent until such repairs shall be made shall be apportioned according to the part of the demised premises which is usable by Tenant. But if such partial damage is due to the fault or neglect of Tenant, Tenant’s servants, employees, agents, visitors or licensees, without prejudice to any other rights and remedies of Landlord and without prejudice ot the rights of subrogation of Landlord’s insurer, the damages shall be repaired by Landlord but there shall be no apportionment or abatement of rent. N o penalty shall accrue for reasonable delay which may arise by reason of adjustment of insurance on the part of Landlord and/or Tenant, and for reasonable delay on account of “labor troubles”, or any other cause beyond Landlord’s control. If the demised premises are totally damaged or are rendered wholly untentable by fire or other cause, and if Landlord shall decide not to restore or not to rebuild the same, or if the building shall be so damaged that Landlord shall decide to demolish it or to rebuild it, then or in any of such e vents Landlord may, within ninety (90) days after such fire or other cause, give Tenant a notice in writing of such decision, which notice shall be given as in Paragraph Twelve hereof provided, and thereupon the terms of the lease shall expire by lapse of time upon the third day after such notice is given, and Tenant shall vacate the demised premises and surrender the same to Landlord. If Tenant shall not be in default under this lease, then upon the termination of this lease under the condition provided for in the sentence immediately preceding, Tenant’s liability for rent shall cease as of the day following the casualty. Tenant hereby expressly waives the provisions of Section 227 of the real Property Law and agrees that the foregoing provisions of this Article shall govern and control in lieu thereof. If the damage or destruction be due to the fault or neglect of Tenant the debris shall be removed by, and at the expense of, Tenant.

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FIFTH.--Eminent Domain. If the whole or any part of the premises hereby demised shall be taken or condemned by any competent authority for any public use or purpose then the term hereby granted shall case from the time when possession of the part so taken shall be required for such public purpose and without apportionment of award, the Tenant hereby assigning to the Landlord all right and claim to any such awards, the current rent, however, in such case to be apportioned.

SIXTH.--Lease not in Effect; Defaults; End Day Notice. If, before the commencement of the term, the Tenant adjudicated a bankrupt, or make a “general assignment”, or take the benefit of any insolvent act, or if a Receiver or Trustee be appointed for the Tenant’s property, or if this lease or the estate of the Tenant hereunder be transferred or pass to or devolve upon any other person or corporation, or if the Tenant shall default in the performance of any agreement by the Tenant contained in any other lease to the Tenant by the Landlord or by any corporation of which an officer of the Landlord is a Director, this lease shall thereby, at the option of the Landlord, be terminated and in that case, neither the Tenant nor anybody claiming under the Tenant shall be entitled to go into possession of the demised premises. If after the commencement of the term, any of the events mentioned above in this subdivision shall occur, or if Tenant shall make default in fulfilling any of the covenants of this lease, other than the covenants for the payment of rent or additional rent or if the demised premises become vacant or deserted, the Landlord may give to the Tenant ten days’ notice of intention to end the term of this lease, and thereupon at the expiration of said ten days (if said condition which was the basis of said notice shall continue to exist) the term under this lease shall expire as fully and completely as if that day were the date herein definitely fixed for the expiration of the term and the Tenant will then quit and surrender the demised premises to the Landlord, but the Tenant shall remain liable as hereinafter provided.

Re-possession by Landlord; Re-Letting; Waiver by Tenant. If the Tenant shall make default in the payment of the rent reserved hereunder, or any item of additional rent” herein mentioned, or any part of either or in making any other payment herein provided for, or if the notice last above provided for shall have been given and if the condition which was the basis of said notice shall exist at the expiration of said ten days’ period, the property therefrom, either by summary dispossess proceedings, or by any suitable action or proceeding at law, or by force or otherwise, without being liable to indictment, prosecution or damages thereof, and re-possess and enjoy said premises together with all additions, alterations and improvement. In any such case or in the event that this le ase be “terminated” before the commencement of the term, as above provided, the Landlord may either re-let the demised premises or any part or parts thereof for the Landlord’s own account, or may, at the Landlord’s option, re-let the demised premises or any part or parts thereof as the agent of the Tenant, and receive the rents thereof, applying the same first to the payment of such expenses as the Landlord may have incurred, and then to the fulfillment of the covenants of the Tenant herein, and the balance, if any, at the expiration of the term first incurred, and then to the fulfillment of the covenants of the Tenant herein, and the balance, if any, at the expiration of the term first above provided for, shall be paid to the Tenant. Landlord may rent the premises for a term extending beyond the term hereby granted without releasing Tenant from any liability. In the event that the term of this lease shall expire as above in this subdivision “Sixth” p rovided, or terminate by summary proceedings or otherwise, and if the Landlord shall not re-let the demised premises for the Landlord’s own account, then, whether or not the premises be re-let, the Tenant shall remain liable for, and the Tenant hereby agrees to pay to the Landlord, until the time when this lease would have expired, but for such termination or expiration, the equivalent of the amount of all of the rent and additional rent” reserved herein, less the avails of re-letting, if any, and the same shall be due and payable by the Tenant to the Landlord on the several rent days above specified, that is, upon each of such rent days the Tenant shall pay to the Landlord the amount of deficiency then existing. The Tenant thereby expressly waives any and all right of redemption in case the Tenant shall be dispossessed by judgment or warrant of any court or judge, and the Tenant waives and will waive all rights to trial by jury in any summary proceedings hereafter instituted by the La ndlord against the Tenant in respect to the demised premises. The words “re-enter” and “re-entry” as used in this lease are not restricted to their technical legal meaning.

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Remedies are Cumulative. In the event of a breach or threatened breach by the Tenant of any of the covenants or provisions hereof, the Landlord shall have the right of injunction and the right to invoke any remedy allowed at law or in equity, as if re-entry, summary proceedings and other remedies were not herein provided for.

SEVENT.--Land may Perform; Additional Rent. If the Tenant shall make default in the performance of any covenant herein contained, the Landlord may immediately, or at any time thereafter, without notice, perform the same for the account of the Tenant. If a notice of mechanic’s lien be filed against the demised premises or against premises of which the demised premises are part, for, or purporting to be for, labor or material alleged to have been furnished, or to be furnished to or for the Tenant at the demised premises, and if the Tenant shall fail to take such action as shall cause such lien to be discharged within fifteen days after the filing of such notice, the Landlord may pay the amount of such lien or discharge the same by deposit or by binding proceedings, and in the event of such deposit or bonding proceedings, the Landlord may require the lienor to prosecute an appropriate action to enforce the lienor’s claim. In such case, the Landlord may pay any judgment recovered on such claim. Any amount paid or expense incurred by the Landlord as in this subdivision of this lease provided, and any amount as to which the Tenant shall at any time be in default for or in respect to the use of water, electric current or sprinkler supervisory service, and any expense incurred or sum of money paid by the Landlord by reason of the failure of the Tenant to comply with any provision hereof, or in defending any such action, shall be deemed to be “additional rent” for the demised premises, and shall be due and payable by the Tenant to the Landlord on the first day of the next following month, or, at the option of the Landlord, on the first day of any succeeding month. The receipt by the Landlord of any installment of the regular stipula tion rent hereunder or any of said “additional rent” shall not be a waiver of any other “additional rent” then due.

EIGHT.--As to Waivers. The failure of the Landlord to insist, in any one or more instances upon a strict performance of any of the covenants of this lease, or to exercise any option herein contained, shall not be construed as a waiver or a relinquishment for the future of such covenant or option, but the same shall continue and remain in full force and effect. The receipt by the Landlord of rent, with knowledge of the breach of any covenant hereof, shall not be deemed a waiver of such breach and no waiver by the Landlord of any provision hereof shall be deemed to have been made unless expressed in writing and signed by the Landlord. Even though the Landlord shall consent to an assignment hereof no further assignment shall be made without express consent in writing by the Landl ord.

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NINTH.--Collection of Rent From Others. If this lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody other than the Tenant the Landlord may collect rent from the assignee, under-tenant or occupant, and apply the net amount collected to the rent herein reserved, and no such collection shall be deemed a waiver of the covenant herein against assignment and underletting, or the acceptance of the assignee, under-tenant or occupant as tenant, or a release of the Tenant from the further performance by the Tenant of the covenants herein contained on the part of the Tenant.

TENTH.--Mortgages. This lease shall be subject and subordinate at all times, to the lien of the mortgages now on the demised premises, and to all advances made or hereafter to be made upon the security thereof, and subject and subordinate to the lien of any mortgage or mortgages which at any time may be made a lien upon the premises. The Tenant will execute and deliver such further instrument or instruments subordinating this lease to the lien of any such mortgage or mortgages as shall be desired by any mortgagee or proposed mortgagee. The Tenant hereby appoints the Landlord of the attorney-in-fact of the Tenant, irrevocable, to execute and deliver any such instrument or instruments for the Tenant.

ELEVENTH.--Improvements. All improvements made by The Tenant to or upon the demised premises, except said trade fixtures, shall when made, at once be deemed to be attached to the freehold, and become the property of the Landlord, and at the end or other expiration of the term, shall be surrendered to the Landlord in as good order and condition as they were when installed, reasonable wear and damages by the elements excepted.

TWELFTH.--Notices. Any notice or demand which under the terms of this lease or under any statute must or may be given or made by the parties hereto shall be in writing and shall be given or made by mailing the same by certified or registered mail addressed to the respective parties at the addresses set forth in this lease.

THIRTEENTH.--No Liability. The Landlord shall not be liable for any failure of water supply or electrical current, sprinkler damage, or failure of sprinkler service, nor for injury or damage to person or property caused by the elements or by other tenants or persons in said building, or resulting from stream, gas, electricity, water, rain or snow, which may leak or flow from any part of said buildings, or from the pipes, appliances or plumbing works of the same, or from the street or sub-surface, or from any other place, nor for interference with light or other incorporeal hereditaments by anybody other than the Landlord, or caused by operations by or for a governmental authority in construction of any public or quasi-public work, neither shall the Landlord be liable for any latent defect in the bu ilding.

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FOURTEENTH.--No Abatement. No diminution or abatement of rent, or other compensation shall be claimed or allowed for inconvenience of discomfort arising from the making of repairs or improvements to the building or to its appliances, nor for any space taken to comply with any law, ordinance or order of a governmental authority. In respect to the various “services,” if any, herein expressly or impliedly agreed to be furnished by the Landlord to the Tenant, it is agreed that there shall be no diminution or abatement of the rent, or any other compensation, for interruption or curtailment of such “service” when such interruption or curtailment shall be due to accident, alterations or repairs desirable or necessary to be made or to inability or difficulty in securing s upplies or labor for the maintenance of such “service” or to some other cause, not gross negligence on the part of the Landlord. No such interruption or curtailment of any such “service” shall be deemed a constructive eviction. The Landlord shall not be required to furnish, and the Tenant shall not be entitled to receive, any of such “services” during any period wherein the Tenant shall be in default in respect to the payment of rent. Neither shall there be any abatement or diminution of rent because of making of repairs, improvements or decorations to the demised premises after the date above fixed for the commencement of the term, it being understood that rent shall, in any event, commence to run at such date so above fixed.

FIFTEENTH.—Rules, etc. The Landlord may prescribe and regulate the placing of safes, machinery, quantities of merchandise and other things. The Landlord may also prescribe and regulate which elevator and entrances shall be used by the Tenant’s employees, and for the Tenant’s shipping. The Landlord may make such other and further rules and regulations as, in the Landlord’s judgment, may from time to time be needful for the safety, care or cleanliness of the building, and for the preservation of good order therein. The Tenant and the employees and agents of the Tenant will observe and conform to all such rules and regulations.

SIXTEENTH.--Shoring of Walls. In the event that an excavation shall be made for building or other purposes upon land adjacent to the demised premises or shall be contemplated to be made, the Tenant shall afford to the person or persons causing or to cause such excavation, license to enter upon the demised premises for the purpose of doing such work as said person or persons shall deem to be necessary to preserve the wall or walls, structure or structures upon the demised premises from injury and to support the same by proper foundations.

SEVENTEENTH.--Vault Space. No vaults or space not within the property line of the building are leased hereunder. Landlord makes no representation as to the location of the property line of the building. Such vaults or space as Tenant may be permitted to use or occupy are to be used or occupied under a revocable license and if such license be revoked by the Landlord as to the use or part or all of the vaults or space Landlord shall not be subject to any liability; Tenant shall not be entitled to any compensation or reduction in rent nor shall this be deemed constructive or actual eviction. Any tax, fee or charge of municipal or other authorities for such vaults or space shall be paid by the Tenant for the period of the Tenant’s use or occupancy thereof.< /div>

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EIGHTEENTH.--Entry. That during seven months prior to the expiration of the term hereby granted, applicants shall be admitted at all reasonable hours of the day to view the premises until rented; and the Landlord and the Landlord’s agents shall be permitted at any time during the term to visit and examine them at any reasonable hour of the day, and workmen may enter at any time, when authorized by the Landlord or the Landlord’s agents, to make or facilitate repairs in any part of the building; and if the said Tenant shall be personally present to open and permit an entry into said premises, at any time, when for any reason an entry therein shall be necessary or permissible hereunder, the Landlord or the Landlord’s agents may forcibly enter the same without rendering the Landlord o r such agents liable to any claim or cause of action for damages by reason thereof (if during such entry the Landlord shall accord reasonable care to the Tenant’s property) and without in any manner affecting the obligations and covenants of this lease; it is, however, expressly understood that the right and authority hereby reserved, does not impose, nor does the Landlord assume, by reason thereof, any responsibility or liability whatsoever for the care or supervision of said premises, or any of the pipes, fixtures, appliances or appurtenances therein contained or therewith in any manner connected.

NINETEENTH.--No Representations. The Landlord has made no representations or promises in respect to said building or to the demised premises except those contained herein, and those, if any, contained in some written communication to the Tenant, signed by the Landlord. This instrument may not be changed, modified, discharged or terminated orally.

TWENTIETH.--If the Tenant shall at any time be in default hereunder, and if the Landlord shall institute an action or summary proceeding against the Tenant based upon such default, then the Tenant will reimburse the Landlord for the expense of attorneys’ fees and disbursements thereby incurred by the Landlord, so far as the same are reasonable in amount. Also so long as the Tenant shall be a tenant hereunder the amount of such expenses shall be deemed to be “additional rent” hereunder and shall be due from the Tenant to the Landlord on the first day of the month following the incurring of such respective expenses.

TWENTY-FIRST.--Landlord shall not be liable for failure to give possession of the premises upon commencement date by reason of the fact that premises are not ready for occupancy, or due to a prior Tenant wrongfully holding over or any other person wrongfully in possession or for any other reason: in such event the rent shall not commence until possession is given or is available, but the term herein shall not be extended.

THE TENANT FURTHER COVENANTS:

TWENTY-SECOND.--If a First Floor. If the demised premises or any part thereof consist of a store, or of a first floor, or of any part thereof, the Tenant will keep the sidewalk and curb in front thereof clean at all times and will keep insured in favor of the Landlord, all place glass therein and furnish the Landlord with policies of insurance covering the same.

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TWENTY-THIRD.--Increase Fire Insurance Rate. If by reason of the conduct upon the demised premises of a business not herein permitted, or if by reason of the improper or careless conduct of any business upon or use of the demised premises, and fire insurance rate shall at any time be higher than it otherwise would be, then the Tenant will reimburse the Landlord, as additional rent hereunder, for that part of all fire insurance premiums hereafter paid out by the Landlord which shall have been charged because of the conduct of such business not so permitted, or because of the improper or careless conduct of any business upon or use of the demised premises, and will make such reimbursement upon the first day of the month following such outlay by the Landlord; but this covenant shall not apply to a pre mium for any period beyond the expiration date of this lease, first above specified. In any action or proceeding wherein the Landlord and Tenant are parties, a schedule or “make up” of rate for the building on the demised premises, purporting to have been issued by New York Fire Insurance Exchange, or other body making fire insurance rates for the demised premises, shall be prima facie evidence of the facts therein stated and of the several items and charges included in the fire insurance rate then applicable to the demised premises.

TWENTY-FOURTH.--Water Rent. If a separate water meter be installed for the demised premises, or any part thereof, the Tenant will keep the same in repair and pay the charges made by the municipality or water supply company for or in respect to the consumption of water, as and when bills therefor are rendered. If the demised premises, or any part thereof, be supplied with water through a meter which supplies other premises, the Tenant will pay to the Landlord, as and when bills are rendered therfor, the Tenant’s proportionate part of all charges which the municipality or water supply company shall make for all water consumed through said meter, as indicated by said meter. Such proportionate part shall be fixed by apportioning the respective charge accordi ng to floor area against all of the rentable floor area in the building (exclusive of the basement) which shall have been occupied ruing the period of the respective charges, taking into account the period that each part of such areas was occupied. Tenant aggress to pay as additional rent the Tenant’s proportionate part determined as aforesaid, of the sewer rent or charge imposed or assessed upon the building of which the premises are a part.

TWENTY-FIFTH.--Electric Current. That the Tenant will purchase from the Landlord, if the Landlord shall so desire, all electric current that the Tenant requires at the demised premises, and will pay the Landlord for the same, as the amount of consumption shall be indicated by the meter furnished thereof. The price for said current shall be the same as that charged for consumptions similar to that of the Tenant by the company supplying electricity in the same community. Payments shall be due as and when bills shall be rendered. The Tenant shall comply with like rules, regulations and contract provisions as those prescribed by said company for a consumption similar to that of the Tenant.

TWENTY-SIXTH.--Sprinkler System. If there now is or shall be installed in said building a “sprinkler system” the Tenant agrees to keep the appliances thereto in the demised premises in repair and good working condition, and if the New York Board of Fire Underwriters or the New York Fire Insurance Exchange or any bureau, department or official o f the State or local government requires or recommends that any changes, modifications, alterations or additional sprinkler heads or other equipment to be made or supplied by reason of the Tenant’s business, or the location of partitions, trade fixtures, or other contents of the demised premises, or if such charges, modifications, alterations, additional sprinkler heads or other equipment in the demised premises are necessary to prevent the imposition of a penalty or charge against the full allowance for a sprinkler system in the fire insurance rate as fixed by said Exchange, or by any Fire Insurance Company, the Tenant will at the Tenant’s own expense, promptly make and supply such changes, modifications, alterations, additional sprinkler heads or other equipment. As additional rent hereunder the Tenant will pay to the Landlord, annually in advance, throughout the term $..........................., toward the contract price for sprinkler supervisory service.

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TWENTY-SEVENTH.--Security. The sum of ………………………………… Dollars is deposited by the Tenant herein with the Landlord herein as security for the faithful performance of all the covenants and conditions of the lease by the said Tenant. If the Tenant faithfully performs all the covenants and conditions on his part to be performed, then the sum deposited shall be returned to said Tenant.

TWENTY-EIGHTH.--Nuisance. This lease is granted and accepted on the especially understood and agreed condition that the Tenant will conduct his business in such a manner, both as regards noise and kindred nuisances, as will in no wise interfere with, annoy, or disturb any other tenants, in the conduct of their several businesses, or the Landlord in the management of the building; under penalty of forfeiture of this lease and consequential damages.

TWENTY-NINTH.--Brokers Commissions. The Landlord hereby recognizes …………………….. as the broker who negotiated and consummated this lease with the Tenant herein, and agrees that if, as, and when the Tenant exercises the option, if any, contained herein to renew this lease, or fails to exercise the option, if any, contained therein to cancel this lease, the Landlord will pay to said broker a further commission in accordance with the rules and commission rates of the Real Estate Board in the community. A sale, transfer, or other disposition of the Landlord’s interest in said lease shall not operate to defeat the Landlord’s obligation to pay the said commission to the said broker. The Tenant herein hereby represents to the Landlord that the said broker is the sole and only broker who negotiated and consummated this lease with the Tenant.

THIRTIETH.--Window Cleaning. The Tenant agrees that it will not require, permit, suffer, nor allow the cleaning of any window, or windows, in the demised premises from the outside (within the meaning of Section 202 of the Labor Law) unless the equipment and safety devices required by law, ordinance, regulation or rule, including, without limitation, Section 202 of the New York Labor Law, are provided and used, and unless the rules, or any supplemental rules of the Industrial Board of the State of New York are fully complied with; and the Tenant hereby agrees to indemnify the Landlord, Owner, Agent, Manager and/or Superintendent as a result of the Tenant’s requiring, permitting, suffering, or allowing any windows in the demised premises to be cleaned from the outside in violation of the requir ements of the aforesaid laws, ordinances, regulations and/or rules.

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THIRTY-FIRST.--Validity. The invalidity or unenforceability of any provision of this lease shall in no way affect the validity or enforceability of any other provision thereof.

THIRTY-SECOND.--Execution and Delivery of Lease. In order to avoid delay, this lease has been prepared and submitted to the Tenant for signature with the understanding that it shall not bind the Landlord unless and until it is executed and delivered by the Landlord.

THIRTY-THIRD.--Exterior of Premises. The Tenant will keep clean and polished all metal, trim, marble and stonework which are a part of the exterior of the premises, using such materials and methods as the Landlord may direct, and if the Tent shall fail to comply with the provisions of this paragraph, the Landlord may cause such work to be done at the expense of the Tenant.

THIRTY-FOURTH.--Plate Glass. The Landlord shall replace at the expense of the Tenant any and all broken glass in the skylights, doors and walls in and about the demised premises. The Landlord may insure and keep insured all plate glass in the skylights, doors and walls in the demised premises for an in the name of the Landlord and bills for the premiums thereof shall be rendered by the Landlord to the Tenant at such times as the Landlord may elect, and shall be due from and payable by the Tenant when rendered, and the amount thereof shall be deemed to be, and shall be paid as, additional rent.

THIRTY-FIFTH.--War Emergency. This lease and the obligation of Tenant to pay rent hereunder and perform all of the other covenants and agreements hereunder on part of Tenant to be performed shall in nowise be affected, impaired or excused because Landlord is unable to supply or is delayed in supplying any service expressly or impliedly to be supplied or is unable to make, or is delayed in making any repairs, additions, alterations or decorations or is unable to supply or is delayed in supplying any equipment of fixtures. If Landlord is prevented or delayed from so doing by reason of governmental preemption in connection with a National Emergency declared by the President of the United States or in connection with any rule, order or regulation of any department or subdivision thereof of a ny government agency or by reason of the conditions of supply and demand which have been or are affected by war or other emergency.

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THE LANDLORD COVENANTS

FIRST.--Quiet Possession. That if and so long as the Tenant pays the rent and “additional rent” reserved hereby, and performs and observes the covenants and provisions hereof, the Tenant shall quietly enjoy the demised premises, subject, however, to the terms of this lease, and to the mortgages above mentioned, provided however, that this covenant shall be conditioned upon the retention of title to the premises by the Landlord.

SECOND.--Elevator; Heat. Subject to the provisions of Paragraph “Fourteenth” above the Landlord will furnish the following respective services: (a) Elevator service, if the building shall contain an elevator or elevators, on all days except Sundays and holidays, from ____ A.M. to ________ P.M. and on Saturdays from ____A.M. to _______ P.M.; (b) Heat, during the same hours on the same days in the cold season in each year.

And it is mutually understood and agreed that the covenants and agreements contained in the within lease shall be binding upon the parties hereto and upon their respective successors, heirs, executors and administrators.

In witness thereof, the Landlord and Tenant have respectively signed and sealed these presents the day and year first above written.

In presence of:

/s/ Gary Stern [L.S.] Landlord

Stern Properties

/s/ Patrick White [L.S] Tenant

Lester Levin Inc. d/b/a

By: Pat White

Title: President

Acknowledgement in New York State (RPL 309-a)

State of New York, Count of ss.:

On 14th September, 2005 before me, the undersigned appeared ____________________ personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capcity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.

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/s/ Rachel Estelle Perez

Notary Public State of New York

No ___________

Qualified in Monroe County

My Commission Expires February 7, 2009

(signature and office of individual taking acknowledgment)

State of NY

} ss.:

County of Monroe

On 9/15/05 before me, the undersigned, Gary Stern personally appeared the subscribing witness(es) to the foregoing instrument, with whom I am personally acquainted, who, being by me duly sworn, did dispose and say that he/she/they reside(s) in (if the place of residence is in a city, include the street and street number if any, thereof);

That he/she/they know(s)

To be the individual(s) described in and who executed the foregoing instrument; that said subscribing witness(es) was (were) present and saw said _________________________ execute the same; and that said witness(es) at the same time subscribed his/her/their name(s) as a witness(es) thereto.)

(If taken outside New York State insert city or political subdivision and state or country or other place acknowledgment taken And that said subscribing witness(es) mad esuch appearance before the undersigned in ___________________________)

/s/ Jean Marie Sak

Notary Public State of New York

Qualified in Monroe County 4856334

My Commission expires after April 14, 2006

(signature and office of individual taking acknowledgement)

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Stern Properties

274 North Goodman Street

Rochester, New York 14607

RIDER TO LEASE BETWEEN:

Lester Levin Inc. d/b/a/ LegalStore.com (Tenant) and Stern Properties (Landlord)

1.	Rent Schedule:

Rent shall commence on or about November 1, 2005 or upon successful completion of improvements as described in Item 14, whichever is later, and rent for the first year of the Lease term will be equal to $1,474.50 per month. Rent for each year of Lease term thereafter shall increase by the change in Consumer Price Index (“CPI”) over the preceding year as defined for major metropolitan areas in the month of July over the rent for the preceding year.

2.	Provided the Tenant has performed the terms, covenants, and conditions of the Lease on the part of the Tenant to be performed, then Tenant shall have the option to renew Lease for two (2) additional terms of two (2) years at the following rents:

Rent for each year of each option term shall increase by the change in CPI over the preceding year as defined for major metropolitan areas in the month of July over the rent for the preceding year.

Tenant shall exercise option(s) to renew Lease by giving Landlord written notice no less the four (4) months prior to expiration of Lease and option term, if exercised. In the event that Tenant does not give written notice within that time period, then option(s) to renew Lease is null and void.

In the event that Tenant does not operate his business or maintain the Demised Premises (including fixtures, fittings, and merchandise) in a manner consistent with the Premises of which the Demised Premises are a part of, then the Landlord reserves the right not to grant options term(s), such right not to be unreasonably withheld by Landlord.

Tenant cannot sublet the Demised Premises or any part thereof but may assign its rights to a subsidiary under option(s) to renew Lease. It is understood and agreed that option(s) to renew Lease is granted by the Landlord solely for the use of the Tenant.

That the Tenant has this day deposited with the Landlord the sum of $1,474.50 as security for the full and faithful performance by the Tenant of all the terms, covenants and conditions of this lease upon the Tenant’s part to be performed, which said sum shall be returned to the Tenant thirty (30) days after the time fixed as the expiration of the term herein, provided the Tenant has fully and faithfully carried out all the said terms, covenants and conditions on the Tenant’s part to be performed. In the event of a bonafide sale, subject to this Lease, the Landlord shall have the right to transfer security to the Vendee for the benefit of the Tenant and the Landlord shall be considered released by the Tenant from all liability for the return of such security; and the return of said security, and it is agreed that thi s shall apply to every transfer or assignment made of the security to a new Landlord.

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In the event any payment due hereunder is not received by no later than the fifth (5th) day of the month in which it is currently due, then and in that event there shall be an additional charge of interest due at the rate of ten percent (10%) per annum on the unpaid rental amount calculated from the due date through the date paid; this interest shall be paid in addition to the total rental so due.

5.		Any Tenant whose check issued to landlord in payment of rent or any other charges that is returned by Landlord’s bank for any reason, so that the amount is caused to be deducted from Landlord’s account shall be subject to the following:
			5.1	A $25.00 Administrative Charge.

	5.2	Reimbursement of any extra charges assessed to Landlord’s account by Landlord’s bank.
	5.3	Interest at the rate of ten percent (10%) per annum on the unpaid rental amount calculated from the due date through the date paid.

5.4

All future payments of rent and / or other charges to be made by cash or certified check only.

Tenant is responsible for all its own costs with respect to the gas and electric utility services to the demised premises.

(a.) The Tenant agrees to maintain in full force throughout the Lease term, a its own cost and expense, one or more polices of public Liability and property damage insurance which, up to the maximum liability amounts thereof, insures the Tenant and the Landlord (and such other person(s) designated by the Landlord having insurable interest) against liability for injury or death to persons and/or damage to property in or about the Demised Premises. The limits of liability of such insurance shall not be less than $500,000 for each occurrence and not less than $1,000,000 aggregate. Such liability insurance must be written on an occurrence basis. The insurance required by this section shall be primary insurance and the insurer shall be liable for the full amount of the loss up to and including the to tal limit of liability as set forth in the declarations.

(b.) During the Lease Term, Tenant shall maintain in full force a policy or policies on all its fixtures and equipment in the Demised Premises, a policy or policies on fire insurance insuring the Landlord and Tenant with standard extended coverage endorsements, to the extent of at least eighty (80%) percent of their insurable value, containing the proper co-insurance provisions to prevent the Tenant from being a co-insured. As long as this Lease is in effect, the proceeds from any such policy or policies shall be used for the repair or replacement of the items so insured.

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(c.) All insurance required to be secured by Tenant in accordance with subparagraphs (a) and (b) hereof shall be evidenced by certificates of insurance which shall be furnished to the Landlord. Each such policy shall name Landlord as an ‘additional insured” and shall be endorsed to provide that thirty (30) days noticeof cancellation or amendment will be given to the Landlord. Upon Tenant’s failure to produce such insurance and deliver the policy or policies or certificates therefor to the Landlord, at its option, may exercise one or both of the following:

(c-1) Within then (10) days prior to the date of commencement of the term hereunder or ten (10) days before the expiration of any policy delivered to the Landlord, Landlord may, at its option, upon ten (10) days written notice to Tenant, obtain such insurance or any of same and the premium or premiums therefore shall be deemed to be and shall be paid by Tenant as additional rent at the next monthly rent payment day.

(c-2) If Tenant fails to furnish Landlord with a copy of certificate of any insurance policy required to be furnished by Tenant to landlord when due and such failure continue for ten (10) days after written notice from Landlord, landlord may assess and collect and administrative fee of Five and No/100 Dollars ($5.00) for each day said policy or certificate has not been received in the office of Landlord at the close of each business day.

This Rider and/or Exhibits attached hereto and duly executed by the Landlord and Tenant shall be deemed incorporated herein and made a part hereof. In the event that any provision contained in the Rider is inconsistent with the terms of this lease, the provision contained in the Rider shall supersede the terms of this lease.

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Schedule 2.1(e)

Proprietary Rights

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Schedule 2.1(f)

Trade Accounts Receivable

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Customer Number	Customer	Current	30 Day	60 Day	90 Day
		Open Balance	Open Balance	Open Balance	Open Balance
374	Dibble & M	$0.00	$85.54	$0.00	$0.00
5680	Northside P	$289.75	$0.00	$0.00	$0.00
288	Allen & O	$0.00	$70.15	$0.00	$0.00
837	Michael A	$0.00	$1.50	$0.00	$0.00
117	Timothy R	$93.96	$0.00	$0.00	$0.00
10222	Perry, A	84.55	$0.00	$0.00	$0.00
18767566	The Roth L	$0.00	$0.00	$0.00	$0.00
18767003	Seth E	$0.00	$0.00	$0.00	$0.00
548	Park E	$0.00	$0.00	($75.60)	$0.00
549	Peter T	$292.68	$0.00	$0.00	$0.00
123	Underberg & K	$0.00	$163.03	$0.00	$0.00
523	Frank C	$104.62	$0.00	$0.00	$0.00
261	Goldstein & L	$209.52	$20.52	$0.00	$0.00
268	John C.	$111.96	$0.00	$0.00	$0.00
18766922	The Housing C	$708.75	$0.00	$0.00	$0.00
462	Thomas C	$0.00	$3.60	$0.00	$513.81
995	O'Connor, R	$0.00	$0.00	$340.59	$0.00
612	Knauf, S	$39.58	$0.00	$0.00	$0.00
127	Timothy D	$0.00	$0.00	$0.00	$74.52
525	Romeo L	$0.00	$1.50	$0.00	$0.00
225	Stephen M.	$0.00	$0.00	$89.05	$0.00
431	Riley & G	$0.00	$1.50	$0.00	$0.00
388	Ward, N	$417.96	$407.16	$0.00	$0.00
7809	Moyer, R	$93.37	$0.00	$0.00	$0.00
319	A. Clark	$0.00	$0.00	$154.75	$0.00
295	Hirsch & T	$106.92	$0.00	$0.00	$0.00
365	Paul W	$107.89	$0.00	$0.00	$0.00
205	Maureen A	$0.00	$3.68	$0.00	$1,824.34
112	Alaine T	49.62	$0.00	$0.00	$0.00
839	Town of Web	$48.45	$0.00	$0.00	$0.00
346	Nixon P	$157.77	$1.50	$0.00	$0.00
358	Bansbach, Z	$54.76	$0.00	$0.00	$0.00
137	Gallo & I	$85.10	$0.00	$0.00	$0.00
241	Thomas A	$0.00	$0.00	$39.37	$0.00
235	Weiner, L	$112.75	$0.00	$0.00	$0.00
129	Davidson, F	$0.00	$625.32	$0.00	$0.00
18768146	Florida Health	$0.00	$515.00	$0.00	$0.00
5881	Attorney William C	$0.00	$0.00	$0.00	$0.00
465	Paul A	$0.00	$1.50	$0.00	$142.56
18766956	Ashcraft F	$0.00	$0.00	$79.60	$0.00
301	Louis C	$0.00	$76.25	$0.00	$0.00
250	Gould, P	$39.80	$61.40	$0.00	$0.00
345	Harter, S	$228.96	$233.28	$0.00	$0.00

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9156	Chapman P	$0.00	$0.00	$0.00	$13.60
2914	Thyroff & T	$68.04	$0.00	$0.00	$0.00
18766945	Michael A	$27.97	$0.00	$0.00	$0.00
5377	Florida H	$515.00	$0.00	$515.00	$0.00
735	FM R	$635.25	$0.00	$0.00	$0.00
8205	Village O	$208.80	$208.80	$0.00	$0.00
6618	Matthew D	$0.00	$94.96	$0.00	$0.00
18767643	Chantilly S	$0.00	$4.18	$0.00	$0.00
2085	ABM	$0.00	$34.24	$0.00	$0.00
18767894	PhRMA	$0.00	$0.00	$0.00	$1,087.00
18767327	Permal A	$1,975.13	$0.00	$0.00	$0.00
6179	Northwest H	$0.00	$0.00	$693.00	$231.00
231	Gates & A	$817.23	$0.00	$0.00	$0.00
115	Shapiro & D
18768111	Alpha	$630.00	$0.00	$0.00	$0.00
5463	Savarese L	$0.00	$612.84	$0.00	$0.00
143	Brown & H	$421.85	$143.59	$0.00	$0.00
7074	Sinai H	$0.00	$462.00	$0.00	$0.00
116	Chamberlain	25.87	206.71	58.05	106.92
5534	Johnson & J	$0.00	$3.40	$0.00	$0.00
12084	Wayne	$0.00	373.5	$0.00	$0.00
102	Alexander B	$0.00	363.85	$0.00	$0.00
821	David H	$0.00	$340.52	$0.00	$0.00
5289	J. Erik G	$0.00	$303.00	$0.00	$0.00
9394	City of Colum	$26.75	$251.45	$0.00	$0.00
3032	Multi Media	$0.00	$249.48	$0.00	$0.00
18767134	LAW OFFICE OF THOMAS G	$0.00	$0.00	$17.95	$224.40
18767408	The Iowa Clinic	$0.00	$231.00	$0.00	$0.00
7199	William C	$0.00	$231.00	$0.00	$0.00
113	Thomas & S	226.1	$0.00	$0.00	$0.00
2062	Kaplovitz & A	$211.00	$0.00	$0.00	$0.00
18768140	Cortina, M	$0.00	$206.95	$0.00	$0.00
153	Savannah B	$0.00	$181.02	$0.00	$0.00
7041	Law Office of Al W	$0.00	$0.00	$0.00	$0.00
471	Joanne L	$0.00	$178.36	$0.00	$0.00
5655	Ray C	$159.50	$0.00	$0.00	$0.00
18768038	Rhian D	$0.00	$156.60	$0.00	$0.00
12235	Garrity and G	153.9	$0.00	$0.00	$0.00
1122	Law Offices of Daniel R. M	$0.00	149.5	$0.00	$0.00
864	David L. P	$0.00	$148.12	$0.00	$0.00
342	Finucane & H	$0.00	$142.56	$0.00	$0.00
18768139	Robert D. T	$140.94	$0.00	$0.00	$0.00
18768195	LCP	$135.35	$0.00	$0.00	$0.00
207	Angelo C	$0.00	$0.00	$132.08	$0.00
7765	Pillsbury & L	$31.50	$99.75	$0.00	$0.00
150	Stephen E.	$0.00	$1.50	$0.00	$0.00
416	Warren W	$0.00	$129.06	$0.00	$0.00

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18768081	Connell L	$0.00	$124.00	$0.00	$0.00
503	Iannuzo & I.	$0.00	$0.00	$0.00	$0.00
18767758	Law Office of Terry K	$0.00	$0.00	$0.00	$0.00
18768022	The Law Firm of Barbara S	$0.00	$0.00	$116.50	$0.00
18767290	Jonathan J. S	$0.00	$1.50	$0.00	$0.00
2499	Cascone & K	$0.00	$109.52	$0.00	$0.00
121	Richard A. K	108.54	$0.00	$0.00	$0.00
575	Heath & M	$0.00	$0.00	$107.89	$0.00
18768200	Office S	$107.20	$0.00	$0.00	$0.00
6491	Redfield L	$0.00	$0.00	$106.75	$0.00
5444	Varrone & V	$106.75	$0.00	$0.00	$0.00
421	Dennis N. H	$0.00	$0.00	$106.54	$0.00
5984	Giannascoli & A	$104.11	$0.00	$0.00	$0.00
18768198	The Orner L	$103.47	$0.00	$0.00	$0.00
3861	Benjamin & J	$0.00	$103.30	$0.00	$0.00
10181	O'Connell &L	101.08	$0.00	$0.00	$0.00
3013	Adler L	$0.00	$0.00	$99.90	$0.00
637	Lunn T	$50.27	$49.63	$0.00	$0.00
18768173	Rochelle H	$99.90	$0.00	$0.00	$0.00
10186	MVOS	$98.49	$0.00	$0.00	$0.00
3791	The Law Offices of Brent C	$0.00	$0.00	$94.74	$0.00
228	McConville,C	$91.48	$0.00	$0.00	$0.00
18767904	Attorney Celeste D	$0.00	$91.13	$0.00	$0.00
5499	Attorney at Law W. Bevis S	$0.00	$88.15	$0.00	$0.00
12240	Deborah M	$0.00	$88.10	$0.00	$0.00
3006	Drew D	$87.27	$0.00	$0.00	$0.00
429	Michael R	$84.01	$0.00	$0.00	$0.00
18767979	Law Offices of Donald T	$0.00	$0.00	$2.95	$78.44
18767897	The Boston L	$0.00	$0.00	$0.00	$0.00
139	Kenneth K	$0.00	$81.25	$0.00	$0.00
18767248	Wickins & A	$0.00	$73.44	$0.00	$0.00
18768002	Capital D	$0.00	$0.00	$72.45	$0.00
18767996	Felicia S	$0.00	$0.00	$66.21	$0.00
516	Michael J	$0.00	$62.59	$0.00	$0.00
315	Gilbert R. P	$0.00	$61.56	$0.00	$0.00
18768037	Leslie A	$0.00	$59.95	$0.00	$0.00
18768202	Education/E	$55.00	$0.00	$0.00	$0.00
18766969	Gray & F	$0.00	$53.62	$0.00	$0.00
18768187	Sylvia S	$52.60	$0.00	$0.00	$0.00
18767206	Sheffy & M	$0.00	$52.55	$0.00	$0.00
611	James D. B	$51.69	$0.00	$0.00	$0.00
564	Fero & I	$49.63	$0.00	$0.00	$0.00
299	John J. P	$0.00	$0.00	$47.54	$0.00
307	Peter P	$0.00	$47.30	$0.00	$0.00
18768191	Bass S	$45.55	$0.00	$0.00	$0.00
244	Kelly M	$39.80	$0.00	$0.00	$0.00
11067	Hirshberg A	$0.00	36.11	$0.00	$0.00

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18768125	Dara B	$0.00	$34.43	$0.00	$0.00
18768143	Edward B	$0.00	$30.25	$0.00	$0.00
18768203	The Community S	$30.00	$0.00	$0.00	$0.00
4343	Pacific P	$27.31	$0.00	$0.00	$0.00
6770	Tom S	$23.54	$0.00	$0.00	$0.00
18767919	Deborah C	$0.00	$0.00	$22.98	$0.00
328	Paul F. B	$19.42	$0.00	$0.00	$0.00
18767520	Illinois Dept	$0.00	$1.50	$0.00	$0.00
318	Jennie M	$0.00	$13.99	$0.00	$0.00
3612	Barry F	$9.72	$0.00	$0.00	$0.00
321	Stoner & A	$0.00	$1.50	$0.00	$0.00
246	Underwood & R	$0.00	$0.00	($27.45)	$0.00
5707	Johnson, L	$0.00	$0.00	($30.44)	$0.00
131	Kaman, B	$320.38	$0.00	($352.62)	$0.00
18767584	bross, b	$0.00	$0.00	$0.00	$0.00
182	Muldoon & G	$0.00	$0.00	$0.00	$0.00
5095	Fields, D	$0.00	$0.00	$0.00	$0.00
1018	Patrick P
1018	Patrick P	$0.00	$1.50	$0.00	$0.00
1018	Patrick P	$0.00	$0.00	$0.00	$0.00
Total - D1018	Patrick P	$0.00	$1.50	$0.00	$0.00
	Total	$11,716.11	$9,047.24	$2,477.78	$4,296.59

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Schedule 2.1(h)

Cash and Cash Equivalents

Bank of America Account No. 009442661376 – Balance $10,405.83

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Schedule 2.2

Excluded Assets

Outstanding operating leases not related to the Business.

Net Operating Loss carryovers.

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Schedule 2.3

Assumed Liabilities

Office lease with Stern Properties dated September 6, 2005

Trade payables listed on the Accounts Payable register as of the Closing Date.

Accrued Payroll of Legalstore.com employees Deanna Gadsby and John Lyon for the pay period beginning on Monday October 5, , 2009 through Thursday, October 8, , 2009.

Any liabilities in connection with the Contracts assigned under Section 2.1(c).

[Any liabilities listed on the Closing Balance Sheet]

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Schedule 2.4(a)(v)

Closing Balance Sheet

LEGALSTORE.COM
Carve-Out Balance Sheets
As of

	October 7,
	2009

ASSETS	(unaudited)

Current assets:
Cash and cash equivalents	$	10,405
Accounts receivable		31,161
Inventory		101,011

Total current assets		142,577

Fixed assets, net		32,218
Goodwill		81,013

Total assets	$	255,808

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable	$	13,264
Current portion of capital lease obligations		-

Total current liabilities		13,264

Divisional equity		242,544

Total liabilities and divisional equity	$	255,808

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Schedule 3.3

Purchase Price Allocation

Asset	Amount


	Total:

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Schedule 4.1

Shareholders of Seller

Document Security Systems, Inc., a New York corporation

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Schedule 4.2

Consent

Consent for the transaction is required under the Office lease with Stern Properties dated September 6, 2005

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LANDLORD CONSENT AND ESTOPPEL CERTIFICATE

To: Stern Properties, 274 N. Goodman St., Rochester, NY 14607

Re: Original Lease Date:	September 6, 2005
Current tenant:	Lester Levin, Inc.
Assignee, and after assignment,
New Tenant:	Internet Media Services, Inc.
Leased Premises:	Unit #209, consisting of approximately
	3,829 square feet of the building located at
	320 north Goodman Street, Rochester, New
	York 14607

The undersigned, STERN PROPERTIES, as the current landlord (“Landlord”) under the above referenced lease agreement (the “Lease”) acknowledges that it has been advised that LESTER LEVIN Inc. (“Tenant”), the current Tenant of the Leased Premises under the Lease, is contemplating the assignment of the tenant’s interest as Tenant under the Lease to INTERNET MEDIA SERVICES, INC. (“Assignee” or “New Tenant”). Tenant and Assignee have requested that the undersigned consent to such assignment and to deliver the Estoppel Certificate to the above named parties.

The undersigned, as the Landlord under the Lease, hereby certifies to Tenant and Assignee as follows:

The Lease is in full force and effect and the Lease represents the entire agreement between the parties as to the Lease premises.

The monthly base rent under the lease is $1,533.48. All rent and additional rent for the Premises up to and including the date hereof, has been paid in full and Tenant has complied with all of its obligations under the Lease.

The current term of the Lease expires on October 31, 2010.

Tenant is not in default under the Lease, and , to the best of Landlord’s knowledge, no event has occurred which, with notice or lapse of time or both, would result in a default by Tenant under the Lease.

Landlord consents to the assignment of this Lease to the Assignee.

The statements contained herein may be relied upon by Tenant and Assignee.

The undersigned is duly authorized to execute this certificate.

Dated this 7th day of October, 2009.

LANDLORD:

STERN PROPERTIES

By: /s/ Susan Fame, as agent for Stern Properties

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Schedule 4.6

Litigation

None

-138-

Schedule 4.7

Intellectual Property

All of Seller’ existing customer databases.

All of Seller’ websites, domain names and URL’s, and all information and rights related thereto as follows:

LegalStore.com

LegalStore.org

LegalStore.mobi

LegalStore.me

LegalStore.us

legalstore.biz

legalstore.info

legalstore.ws

legalstore.tv

Seller will continue to own the domain name lesterlevin.com, but will direct web traffic to legalstore.com. Email will continue to flow as it currently does to lesterlevin.com.

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Schedule 4.8

Insurance

Attached.

-140-

Commercial Liability Insurance	CNA Insurance	#B2099780764
Workers Compensation Insurance	The Hartford Insurance	#76WEGNS6367
New York Disability	The Standard Life Insurance Company	#432330

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Schedule 4.11

Affiliate Interests

The internet domain names listed in Schedule 4.7 owned by Seller are registered in the name of Patrick White and DSS and are to be assigned to Buyer at the Closing.

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Schedule 5.6

IMS Stockholders

Name	Shares of IMS Common Stock Held

Raymond Meyers	9,000,000

Michael Buechler	4,000,000

Alex Orlando	1,000



Total	13,001,000

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LAW OFFICE OF GARY A. AGRON

5445 DTC Pkwy., Suite 520

Greenwood Village, Colorado 80111

Telephone: (303) 770-7254

Facsimile: (303) 770-7257

gaa@agronlaw.com

October ___, 2009

Lester Levin Inc.

28 East Main Street, Suite 1525

Rochester, New York 14614

Document Security Systems, Inc.

28 East Main Street, Suite 1525

Rochester, New York 14614

Ladies and Gentlemen:

We have acted as counsel to Internet Media Services, Inc., a Delaware corporation (the “Buyer”), in connection with the execution and delivery by Buyer of the Asset Purchase Agreement, dated as of October ___, 2009 (the “Asset Purchase Agreement”), by and among Buyer and Lester Levin Inc. (the “Seller”). This opinion is given to you pursuant to Section 2.4(b)(iii) of the Asset Purchase Agreement. (Capitalized terms not otherwise defined herein are defined as set forth in the Asset Purchase Agreement.)< /font>

We have participated in the preparation and negotiation of the Asset Purchase Agreement and the exhibits and disclosure schedules thereto, and the other documents referred to therein.

Based on the foregoing, we give you our opinion as follows:

1. Buyer, and its wholly-owned subsidiary Legal Store.Com, Inc., are each corporations duly formed, validly existing and in good standing under the laws of the State of Delaware. Buyer has the requisite corporate power and authority to own, lease and operate its properties and assets as presently owned, leased and operated and to carry on its business as it is now being conducted. Buyer has the full corporate right, power and authority to execute, deliver and carry out the terms of the Asset Purchase Agreement and all documents and agreements necessary to give effect to the provisions of the Asset Purchase Agreement and to consummate the transactions contemplated on the part of Buyer hereby. The execution, delivery and consummation of the As set Purchase Agreement and all other agreements and documents executed in connection therewith by Buyer has been duly authorized by all necessary corporate action on the part of Buyer. No other action, consent or approval on the part of Buyer, any stockholder of Buyer, or any other person or entity is necessary to authorize the execution, delivery and consummation of the Asset Purchase Agreement and all other agreements and documents executed in connection therewith.

2. The execution and delivery of the Asset Purchase Agreement and the performance by Buyer of its obligations thereunder do not and will not conflict with or violate any provision of the certificate of incorporation and by-laws or similar organizational documents of Buyer or its subsidiary.

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3. The IMS Common Stock to be issued to DSS under the Asset Purchase Agreement has been duly authorized and upon issuance, the IMS Common Stock will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances other than securities law restrictions and shall not be subject to preemptive rights or other similar rights of stockholders of Buyer.

4. The total authorized capital stock of Buyer consists of 25,000,000 shares of common stock, par value $.001 per share, of which 13,001,000 shares are outstanding as of the date hereof. Immediately after the Closing, the authorized capital stock of Buyer will consist of an aggregate of 25,000,000 shares of common stock, of which 20,501,000 shares will be issued and outstanding. To our knowledge, there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire from Buyer any capital stock or other securities of Buyer, or any other agreements to issue any such securities or rights. The rights, privileges and preferences of the IMS Common Stock are as stated in Buyer’s certificate of incorporation, as amended.

Very truly yours,

/s/ Gary Agron

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INTERNET MEDIA SERVICES, INC.

CERTIFICATE AS TO CHARTER DOCUMENTS, RESOLUTIONS AND ELECTION, QUALIFICATION, INCUMBENCY AND SIGNATURES OF OFFICERS

Pursuant to the Asset Purchase Agreement dated as of October ___, 2009 (“Asset Purchase Agreement”) by and Among Internet Media Services, Inc., a Delaware corporation (“Buyer”) and Lester Levin Inc., a New York corporation (“Seller”), Raymond Meyers hereby certifies to Seller, in his own name and on behalf of the Buyer, that he is the duly elected, qualified and acting Chief Executive Officer of Buyer and that, as such, he is authorized to execute this certificate on behalf of the Buyer, and further certifies as follows:

1. Attached hereto as Exhibit A is a true, correct and complete copy of the Certificate of Incorporation of the Buyer, as in effect on the date hereof, and all amendments thereto (the “Certificate”), through and as of the date hereof. Such Certificate is in full force and effect on this date. No action has been taken by the Board of Directors of the Buyer for the purpose of effecting any further amendment to or modification of such Certificate;

2. Attached hereto as Exhibit B is a true, correct and complete copy of the By-Laws of the Buyer and all amendments thereto and modifications thereof, as in effect on and as of the date hereof;

3. Attached hereto as Exhibit C is a complete and correct copy of all resolutions of the Board of Directors and Shareholders of the Buyer authorizing and approving the execution, delivery and performance of the Asset Purchase Agreement and all of the transactions contemplated thereunder, and all other documents and instruments to be delivered pursuant to the Asset Purchase Agreement. Such resolutions are all the resolutions adopted in connection with the execution, delivery and performance of the Asset Purchase Agreement, and such resolutions have not been amended, modified, revoked or rescinded and are in full force and effect on and as of the date hereof; and

4. The person named below is, as of the date hereof, a duly elected, acting and qualified officer of the Buyer, and as of the date of execution of the Asset Purchase Agreement, was, and on the date hereof is, an officer of the Buyer, holding the office set forth opposite his name, duly authorized to execute and deliver the Asset Purchase Agreement, in the name and on behalf of the Buyer, and any certificate, document or other instrument in connection therewith, and the signature set forth opposite his name below is his genuine signature.

Name	Title	Signature
Raymond Meyers	Chief Executive Officer	/s/ Raymond Meyers
Michael Buechler	Secretary	/s/ Michael Buechler

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IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the ____ day of October 2009.

	/s/ Raymond Meyers
	Raymond Meyers, Chief Executive Officer

I, Michael Buechler, ____________, do hereby certify for an on behalf of Buyer that Raymond Meyers is the duly elected or appointed qualified and acting Chief Executive Officer of Buyer, and the signature set forth above is the genuine signature of such officer.

	/s/ Michael Buechler
	Michael Buechler

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EXHIBIT A

[Certificate of Incorporation]

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EXHIBIT B

[By-laws]

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EXHIBIT C

[Resolutions]

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EX-10.3 4 ex10-3.htm ex10-3.htm

Exhibit 10.3

CREDIT AGREEMENT

Dated as of April 8, 2010

between

INTERNET MEDIA SERVICES, INC.

as Borrower,

and

RAYMOND MEYERS

as Lender.

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CREDIT AGREEMENT

Credit Agreement (“Agreement”), made April 8, 2010 by and between INTERNET MEDIA SERVICES, INC. (the “Company”) and RAYMOND MEYERS (“Lender”).

W I T N E S S E T H:

WHEREAS, the Lender has agreed to to loan certain funds to the Company, and the Company has agreed to borrow certain funds from Lender, subject to the terms and conditions set forth therein;

NOW THEREFORE, in consideration of the terms and conditions contained herein, and of any loans or extensions of credit heretofore, now or hereafter made to or for the benefit of the Company by the Lender (all of said loans hereafter referred to as the “Loans”), the parties hereto hereby agree as follows:

1.	DEFINITIONS.

1.1. General Terms. When used herein, the following terms shall have the following meanings:

(i) “Acquisition” means any transaction, or any series of related transactions, consummated on or after the date of this Agreement, by which Company (i) acquires any going business or all or substantially all of the assets of any firm, corporation or division thereof, whether through purchase of assets, merger or otherwise or (ii) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a co ntingency) or a majority (by percentage or voting power) of the outstanding partnership interests of a partnership.

(ii) “Affiliate” shall mean any Person (1) which directly or indirectly controls, or is controlled by, or is under common control with the Company or a Subsidiary; (2) which directly or indirectly beneficially owns or holds five percent (5%) or more of any class of voting stock of the Company or any Subsidiary; or (3) five percent (5%) or more of the voting stock of which is directly or indirectly beneficially owned or held by the Company or a Subsidiary. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the owner ship of voting securities, by contract, or otherwise.

(iii) “Available Principal Balance” shall mean an amount equal to the Maximum Revolving Facility the outstanding principal balance of Revolving Credit Loans.

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(iv) “Business Day” means any day other than a Saturday, Sunday, or other day on which commercial lenders in New York, New York are authorized or required to close under the laws of the State of New York.

(v) “Capital Lease” means all leases which have been or should be capitalized on the books of the lessee in accordance with GAAP.

(vi) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations and published interpretations thereof.

(vii) “Debt” means (1) indebtedness or liability for borrowed money; (2) obligations evidenced by bonds, debentures, notes, or other similar instruments; (3) obligations for the deferred purchase price of property or services (including trade obligations); (4) obligations as lessee under Capital Leases; (5) current liabilities in respect of unfunded vested benefits under Plans covered by ERISA; (6) obligations under letters of credit; (7) obligations under acceptance facilities; (8) all guaranties, endorsements (other than for collection of deposit in the ordinary course of business), and other contingent obligations to purchase, to provide funds for payment, to supply funds to invest in any Person or entity, or otherwise to assure a creditor against loss; and (9) obligations secured by any Liens, whether or not the obligations have been assumed.

(viii) “Default” shall mean the occurrence or existence of any one or more of the following events.

(a) The Company fails to pay any of its material “Liabilities” (as hereinafter defined) when due and said failure continues for a period of thirty (30) days after written notice of same from the Lender to the Company;

(b) Company fails or neglects to perform, keep or observe any of the covenants, conditions or agreements contained in this Agreement (other than those as stated in Sections 5.1, 5.2, 5.3 and 5.8, and all negative covenants contained in Section 6 hereof with respect to all of which no notice and cure period shall be applicable; and those stated in Section 5.9 which shall not be considered a ground of Default unless the failure to comply with same continues for a period of fifteen (15) days after written notice of same from the Lender to the Company) or in any of the other Loan Documents executed by Company and said failure continues for a period of thirty (30) days after written notice of same from the Lender to the Company;

(c) Any warranty or representation now or hereafter made by the Company in connection with this Agreement or any of the other Loan Documents is untrue or incorrect in any material respect, or any schedule, certificate, statement, report, financial data, notice, or writing furnished at any time by the Company to the Lender is untrue or incorrect in any material respect, on the date as of which the facts set forth therein are stated or certified;

(d) A proceeding under any Bankruptcy, reorganization, arrangement of debt, insolvency, readjustment of debt or receivership law or statute is filed against Company which is not dismissed within sixty (60) days of its filing, or a proceeding under any Bankruptcy, reorganization, arrangement of debt, insolvency, readjustment of debt or receivership law or statute is filed by Company or the Company makes an assignment for the benefit of creditors or Company takes any corporate action to authorize any of the foregoing;

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(e) Company voluntarily or involuntarily dissolves or is dissolved, terminates or is terminated;

(f) Company becomes insolvent or fails generally to pay its debts as they become due, including with access to the Available Principal Balance, and said failure continues for a period of thirty (30) days after written notice of same from the Lender to the Company;

(g) A default under any of the other Transaction Documents;

(h) One or more judgments, decrees, or judicial orders for the payment of money which in the aggregate, in any fiscal year of Company, exceeds $250,000.00 shall be rendered against the Company or any of its Subsidiaries, and such judgments, decrees, or judicial orders shall continue unsatisfied and in effect for a period of thirty (30) consecutive days without being vacated, discharged, satisfied, or stayed or appealed;

(ix) “GAAP” means generally accepted accounting principles in the United States.

(x) “Liabilities” shall mean all of Company’s liabilities, obligations, and indebtedness to Lender of any and every kind and nature, whether heretofore, now or hereafter owing, arising, due or payable and howsoever evidenced, created, incurred, acquired, or owing, whether primary, secondary, direct, contingent, fixed or otherwise (including obligations of performance and all Rate Hedging Obligations) whether arising under or in accordance with the Transaction Documents or otherwise.

(xi) “LIBOR Loan” means any Loan when and to the extent that the interest rate therefor is determined by reference to the one-year LIBOR Interest Rate.

(xii) “Lien” means any mortgage, deed of trust, pledge, security interest, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), or preference, priority, or other security agreement or preferential arrangement, charge, or encumbrance of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of any financing statement under the New York Uniform Commercial Code or comparable law of any jurisdiction to evidence any of the foregoing).

(xiii) “Maximum Revolving Commitment” shall mean $200,000.00.

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(xiv) “Permitted Liens” shall mean (i) Liens securing the payment of taxes, either not yet due or the validity amount or imposition of which is being contested in good faith by appropriate proceedings, (ii) the Liens and security interests in favor of the Lender, (iii) currently existing Liens as of the date of the Agreement, (iv) purchase money liens to third parties in connection with new equipment purchases or Capital Leases provided the aggregate purchase price for said equipment and total lease payments under any Capital Leases does not exceed $150,000 in any fiscal year of Company.

(xv) “Person” shall mean any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, institution, entity, party, or government (whether national, federal, state, provincial, county, city, municipal or otherwise, including, without limitation, any instrumentality, division, agency, body or department thereof).

(xvi) “Principal Office” means the Lender’s office at 4553 Glencoe Ave., Suite 325, Marina del Ray, CA 90292

(xvii) “Rate Hedging Obligations” shall mean any and all obligations of the Company or any Subsidiary, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (i) any and all agreements designed to protect the Company or any Subsidiary from the fluctuations of interest rates, exchange rates or forward rates applicable to such party’s assets, liabilities or exchange transactions, including, but not limited to: interest rate swap agreements, dollar-denominated or cross-currency interest rate exchange agreements, forw ard currency exchange agreements, interest rate cap, floor or collar agreements, forward rate currency agreements or agreements relating to interest rate options, puts and warrants, and (ii) any and all agreements relating to cancellations, buy backs, reversals, terminations or assignments of any of the foregoing.

(xviii) “Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System as amended or supplemented from time to time.

(xix) “Revolving Credit Loans” shall have the meaning assigned to such term in Section 2.1.

(xx) “Revolving Note” shall mean that certain Two Hundred Thousand and No/100 Dollar ($200,000.00) note dated of even date herewith substantially in the form of Exhibit B hereto executed by Company and made payable to the order of Lender.

(xxi) “Security Agreement” shall mean a security agreement encumbering all of the Company’s accounts receivable to secure the Company’s obligations hereunder, substantially in the form of Exhibit A hereto.

(xxii) “Subsidiary” shall mean, as to the Company, a corporation of which shares of stock having ordinary voting power (other than stock having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation are at the time owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by the Company.

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(xxiii) “Termination Date” shall mean April 8, 2011.

(xxiv) “Transaction Document(s)” means this Agreement, the Revolving Note, and the Pledge and Security Agreement.

1.2. Accounting Terms. Any accounting terms used in this Agreement which are not specifically defined herein shall have the meanings customarily given them in accordance with GAAP.

1.3. Others Defined in New York Uniform Commercial Code. All other terms contained in this Agreement (and which are not otherwise specifically defined herein) shall have the meanings provided by the Uniform Commercial Code of the State of New York (the “Commercial Code”) to the extent the same are used or defined therein.

CREDIT.

2.1. Revolving Loan. If a Default does not exist, and subject to the provisions of Article 3 below, the Lender shall, until but not after the Termination Date, advance to the Company, on a revolving credit basis loans (the “Revolving Credit Loans”), in an amount not to exceed at any time the Available Principal Balance. Subject to Section 2.2, each Revolving Credit Loan to the Company shall, on the day of such advance be deposited, in immediately available funds, in such account as the Company may, from time to time, designate. The indebtedness of Company under all Revolving Credit Loans shall be evidenced by the Revolving Note. Each Revolving Credit Lo an shall be in an amount not less than Ten Thousand and No/100 ($10,000.00) Dollars. Within the terms of this Agreement, the Company may borrow, repay pursuant to Section 2.6, and reborrow under this Section 2.1.

2.2. Maximum Principal Balance of Revolving Loan. The aggregate outstanding principal balance of all Revolving Credit Loans shall at no time exceed the Maximum Revolving Commitment. The aggregate outstanding principal balance of the Revolving Credit Loans at any time shall be the amounts advanced from time to time to Company and not repaid under Section 2.6. The Company agrees that if at any time any such excess shall arise, the Company shall upon written request of Lender immediately pay to the Lender such amount as may be necessary to eliminate such excess.

2.3. Notice and Manner of Borrowing. The Company shall give the Lender written (including via e-mail) or telefax notice (effective upon receipt) of any Revolving Credit Loans under this Agreement, at least three (3) Business Days before any Revolving Credit Loan specifying: (1) the date of such Loan; and (2) the amount of such Loan. Not later than 1:00 P.M. New York City time on the date of such Revolving Credit Loan and upon fulfillment of the applicable conditions set forth herein, the Lender will make such Revolving Credit Loan available to the Company in immediately available funds by crediting the amount thereof to the a pplicable account of the Company.

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2.4. Interest. The Company shall pay interest to the Lender on the outstanding and unpaid principal amount of the Revolving Credit Loans made under this Agreement at a rate of six percent (6%) in excess of the then in effect one-year LIBOR rate per annum. Interest shall be calculated on the basis of a year of 360 days for the actual number of days elapsed. The Company shall pay interest quarterly in arrears no later than the tenth day of each calendar quarter commencing with the first calendar quarter following the disbursement of any Revolving Credit Loan. Any principal amount not paid when due (at maturity, by acceleration or otherwise) shall bear interest thereafter until paid in full, payable on demand, at a rate per annum equal to four (4%) percent over the then applicable interest rate due under each Loan (the “Default Rate”).

2.5. Prepayments. The Company may prepay any Loan upon at least two (2) Business Days’ notice to the Lender in whole or in part with accrued interest to the date of such prepayment on the amount prepaid.

2.6. Method of Payment. The Company shall make each payment under this Agreement and under the Revolving Note not later than 2:00 P.M. New York time on the date when due in lawful money of the United States to the Lender at its Principal Office in immediately available funds. The Company hereby authorizes the Lender, if and to the extent payment is not made when due under this Agreement or under the Revolving Note, to offset from any funds of the Company in any capacity with the Lender any amount so due. Whenever any payment to be made under this Agreement or under the Revolving Note shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of the payment of interest, as the case may be.

2.7. Use of Proceeds. The Company will use the proceeds of the Loans in accordance with a current operating budget as provided to Lender or as otherwise approved by Lender. The Company will not use any of the proceeds of the Loans to purchase or carry any “margin stock” (as defied in Regulation U of the Board of Governors of the Federal Reserve System) or to make any Acquisition without the consent of the Lender. The Company’s use of the proceeds of any advances and readvances made by the Lender to the Company pursuant to this Agreement are, and will continue to be, legal and proper corporate uses (duly authorized by its Board of Directors, if necessary pur suant to applicable corporate law, rule or regulation) and such uses are and will be consistent with all applicable laws and statutes, as in effect as of the date hereof.

2.8. Illegality. Notwithstanding any other provision in this Agreement, if the Lender reasonably determines that any applicable law, rule, or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender with any request or directive (whether or not having the force of law) of any such authority, central bank, or comparable agency shall make it unlawful or impossible for the Lender to maintain its commitment under this Agreement, then upon notice to the Company by the Lender the commitment of the Lender under th is Agreement shall terminate; and the outstanding principal amount of the Loans, together with interest accrued thereon, and any other amounts payable to the Lender under this Agreement shall be repaid (a) immediately upon demand of the Lender if such change or compliance with such request, in the judgment of the Lender, requires immediate repayment; or (b) at the conclusion of the last calendar month before the effective date of any such change or request.

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2.9. Increased Cost. The Company shall pay to the Lender from time to time such reasonable amounts as the Lender may determine to be necessary to compensate the Lender for any costs incurred by the Lender which Lender determines are attributable to its making or maintaining any Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by the Lender under this Agreement or the Revolving Note in respect of any such loans or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any change after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D and any applicable currency reserve requirements), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of lenders including the Lender or under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof (“Regulatory Change”), which: (1) changes the basis of taxation of any amounts payable to the Lender under this Agreement or the Revolving Note in respect of any of such Loans (other than taxes imposed on the overall net income of the Lender for any of such Loans by the jurisdiction where the Principal Office is located); or (2) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, the Le nder; or (3) imposes any other conditions affecting this Agreement or the Revolving Note (or any of such extensions of credit or liabilities). The Lender will notify the Company in writing of any event occurring after the date of this Agreement which will entitle the Lender to compensation pursuant to this Section 2.9 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation.

Reasonable determinations by the Lender for purposes of this Section 2.9 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate the Lender in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis, are not subject to manifest error and the written basis for said determinations are given to Company.

2.10. Risk-Based Capital. In the event the Lender determines that (1) compliance with any judicial, administrative, or other governmental interpretation of any law or regulation or (2) compliance by Lender or any corporation controlling the Lender with any guideline or request from any central lender or other governmental authority (whether or not having the force of law) has the effect of requiring an increase in the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Lender, and the Lender determines that such increase is based upon its obligations hereunder, and other similar obligations, the Company shall pay to the Lender such additional amount as sha ll be certified by the Lender to be the amount allocable to the Lender’s obligations to the Company hereunder. The Lender will notify the Company in writing of any event occurring after the date of this Agreement that will entitle the Lender to compensation pursuant to this Section 2.10 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation.

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Determinations by the Lender for purposes of this Section 2.10 of the effect of any increase in the amount of capital required to be maintained by the Lender and of the amount allocable to the Lender’s obligations to the Company hereunder shall be conclusive, provided that such determinations are made on a reasonable basis, are not subject to manifest error and the written basis for said determinations are given to Company.

3.	CONDITIONS OF ADVANCES.

Notwithstanding any other provisions contained in this Agreement, the making of any advance in connection with any Revolving Loan shall be conditioned upon the following:

3.1. Representations and Warranties

(i) The following statements shall be true on and as of the date of each advance as though made on and as of such date; and

(ii) No Default has occurred and is continuing, or would result from such advance; and

(iii) The Lender shall have received the executed Transaction Documents in a form and content reasonably acceptable to Lender; and

(iv) The Lender shall have received such other approvals, opinions, or documents as the Lender may reasonably request including but not limited to an opinion of counsel to Company, in a form and content acceptable to Lender; and tax, judgment, pending litigation and Uniform Commercial Code searches showing no matters objectionable to Lender.

3.2. Financial Condition. No material adverse change, as determined by Lender in its reasonable discretion, in the financial condition or operations of the Company, shall have occurred and be continuing at any time or times subsequent to, as applicable the most recent financial statement provided by the Company. In no event shall Lender’s agreement to continue to honor requests for advances be deemed to constitute a waiver by the Lender of its absolute right at any time in the future to notify the Company of a material adverse change in the financial condition or operations of the Company, based upon information in the possession of Lender prior to any advance of funds hereunder.

3.3. Security Agreement. The Security Agreement shall be duly executed and delivered by the Company, and shall be validly enforceable in accordance with its terms.

3.4. No Default. No Default shall have occurred and be continuing under this Agreement or any of the Transaction Documents.

3.5. Completeness of Representations. The representations and warranties set forth in the Transaction Documents shall, as of the date hereof, be true, correct and complete in all respects.

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3.6. Other Requirements. Lender shall have received, in form and substance reasonably satisfactory to Lender, all certificates, orders, authorities, consents, affidavits, schedules, instruments, security agreements, financing statements, mortgages, financial statements including any other documents which carry out the purposes of this Agreement and which are provided for hereunder, or which Lender may at any time reasonably request.

4.	REPRESENTATIONS AND WARRANTIES.

The Company represents and warrants that as of the date of the execution of this Agreement, and continuing so long as any Liabilities remain outstanding, and (even if there shall be no Liabilities outstanding) so long as this Agreement remains in effect:

4.1. Corporate Existence. The Company is a corporation duly organized and in good standing under the laws of the state of its incorporation or such other state as may be permitted under this Agreement. The Company is duly qualified as a foreign corporation and in good standing in all other states or jurisdictions, whether foreign or domestic, where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary.

4.2. Corporate Authority. The execution and delivery by the Company of this Agreement and of all of the other Transaction Documents by Company to which it is a party and the performance of the Company’s obligations hereunder and of Company’s obligations thereunder: (i) are within the Company’s corporate powers; (ii) are duly authorized by the Company’s Board of Directors and, if necessary, the Company’s stockholders; (iii) are not in contravention of the terms of the Company’s Articles of Incorporation, Charter, or By-Laws, or any other organizational documents or of any indenture, agreement or undertaking to which the Company is a par ty or by which the Company or any of its property is bound; (iv) do not, as of the execution hereof, require any governmental consent, registration or approval; (v) to the best of the Company’s knowledge, do not contravene any contractual or governmental restriction binding upon the Company.

4.3. Financial Data. The financial statements to be furnished to the Lender will be in accordance with the books and records of the Company and will fairly present the financial condition of the Company at the dates thereof and the results of operations for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end adjustments), and such financial statements will be prepared in conformity with generally accepted accounting principles consistently applied throughout the periods involved. All information, reports and other papers and data furnished to the Lender are or will be, at the time the same are so furnished to the Lender, accurate, correct a nd complete in all material respects.

4.4. Collateral. Except for Permitted Liens, all of the property of Company is and will continue to be owned by the Company, has been fully paid for (except for Debt relating to Permitted Liens) and is free and clear of all security interests, liens, claims, and encumbrances.

4.5. Solvency. After taking into account the funds available under this Agreement, the Company is solvent, is able to pay its debts as they become due and has capital sufficient to carry on its businesses and all business in which it is about to engage. The Company will not be rendered insolvent by the execution and delivery of this Agreement or any of the Loan Documents to which it is a signatory or by the transactions contemplated hereunder or thereunder.

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4.6. Chief Place of Business. As of the execution hereof, the principal place of business of the Company is located at 1434 6th Street, Unit 9, Santa Monica, CA 90401. If any change in such location occurs, the Company shall promptly notify the Lender thereof. As of the execution hereof, the books and records of the Company and all chattel paper and all records of account are located at the aforesaid office of the Company and if any change in such location occurs, the Company shall promptly notify the Lender thereof.

4.7. Other Corporate Names. As of the date hereof, the Company is not using any corporate or fictitious names other than the corporate name shown on the Company’s Articles of Incorporation or other applicable charter or organizational documents.

4.8. Tax Liabilities. The Company will file and will cause any Subsidiary to file all federal, state and local tax reports and returns required by any US or other applicable law or regulation to be filed by it or said Subsidiary, except for extensions duly obtained, and has either duly paid all taxes, duties and charges indicated due on the basis of such returns and reports, or made adequate provision for the payment thereof, and the assessment of any material amount of additional taxes in excess of those paid and reported is not reasonably expected. The Company believes that the reserves for taxes reflected on the balance sheets of Company submitted to Lender in accordance with this A greement will be adequate in amount for the payment of all liabilities for all taxes (whether or not disputed) of the Company accrued through the date of such balance sheet. There are no material unresolved questions or claims concerning any tax liability of the Company.

4.9. Contingent Obligations. Except as specifically referenced in the financial statements described in this Agreement and delivered to Lender prior to the date hereof or other than as permitted by this Agreement, the Company has not guaranteed the obligation of any other Person.

4.10. Margin Security. The Company’s execution and delivery of this Agreement and each of the Loan Documents to which it is a party does not directly or indirectly violate or result in a violation of Section 7 of the Securities Exchange Act of 1934, as amended, or any regulations issued pursuant thereto, including without limitation, Regulation U, G, T or X of the Board of Governors of the Federal Reserve System (12 CFR 221, 207, 220 and 224, respectively; “Regulation U”, “Regulation G”, “Regulation T” and “Regulation X”, respectively) and Company does not own or intend to purchase or carry any “margin security,” as defined in Regulations U, G , T or X.

4.11. Survival of Warranties. All representations and warranties contained in this Agreement or any of the other Loan Documents shall survive the execution and delivery of this Agreement.

4.12. Litigation and Proceedings. Other than as disclosed in the Company’s filings with the Securities and Exchange Commission, there are no judgments outstanding against the Company or any Subsidiary and, there is no pending or, to the Company’s knowledge, threatened litigation, contested claim, or governmental proceeding by or against the Company which would have a materially adverse effect on the financial condition or operation of the Company.

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4.13. Other Agreements. The Company is not in default under any material contract, lease, loan, mortgage, or indenture to which it is a party or by which it or its property is bound which would have a materially adverse effect on the financial condition or operation of the Company.

4.14. Compliance with Laws and Regulations. The execution and delivery by the Company of this Agreement and the execution and delivery by the Company of all of the other Loan Documents to which it is a signatory and the performance of the Company’s obligations hereunder and the Company’s obligations thereunder are not in contravention of any law or laws. The Company is in material compliance with all laws, orders, regulations and ordinances of all federal, foreign, state and local governmental authorities relating to the business operations and the assets of the Company.

4.15. Patents, Trademarks and Licenses. The Company possesses adequate assets, licenses, patents, patent applications, copyrights, service marks, trademarks and trade names to continue to conduct its businesses as heretofore conducted by it.

4.16. Enforceable Agreement. This Agreement is, and each of the other Loan Documents when delivered under this Agreement will be, legal, valid, and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except to the extent that such enforcement may be limited by applicable Bankruptcy, insolvency, and other similar laws affecting creditors’ rights generally.

4.17. Material Adverse Change. There has been no material and adverse change in the assets, liabilities or financial or other condition of the Company since the date of any of the Financial Statements delivered to Lender under this Agreement.

5.	AFFIRMATIVE COVENANTS.

The Company covenants and agrees that so long as any Liabilities remain outstanding, and (even if there shall be no Liabilities outstanding) so long as this Agreement remains in effect:

5.1. Financial Statements. The Company shall keep and cause each Subsidiary to keep proper books of record and account in which full and true entries will be made of all dealings or transactions of or in relation to the businesses and affairs of the Company in accordance with GAAP consistently applied.

5.2. Inspection. The Lender, or any Person designated by Lender in writing, shall have the right, from time to time hereafter, to call at the Company’s place or places of business during reasonable business hours upon three (3) days prior notice, and, without hindrance or delay, (i) to inspect, audit, check and make copies of and extracts from the Company’s and Subsidiary’s respective books, records, journals, orders, receipts and any correspondence and other data relating to the Company’s and any Subsidiary’s businesses or to any transactions between the parties hereto, and (ii) to discuss the respective affairs, finances and businesses of the Company and any Subsidiary with any of the respective officers, employees or directors of the Company or Subsidiary.

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5.3. Conduct of Business. The Company shall maintain its corporate existence, shall maintain in full force and effect all licenses, bonds, franchises, leases, trademarks, patents, contracts and other rights necessary or reasonably desirable to the profitable conduct of its businesses, shall continue in, and limit its operations to, the same general type of business as that presently conducted by it and shall comply in all material respects with all applicable laws and regulations of any federal, state or local governmental authority.

5.4. Claims and Taxes. The Company agrees to indemnify and hold the Lender harmless from and against any and all claims, demands, liabilities, losses, damages, penalties, costs, and expenses (including reasonable attorneys’ fees) relating to or in any way arising out of the possession, use, operation or control of any of the Company’s assets. The Company shall pay or cause to be paid all license fees, bonding premiums and related taxes and charges, and shall pay or cause to be paid all taxes, assessments and government charges or levies on it or its properties, at such times and in such manner as to prevent any penalty from accruing or any lien or charge from attaching to s uch property, provided that the Company shall have the right to contest in good faith, by an appropriate proceeding promptly initiated and diligently conducted, the validity, amount or imposition of any such tax, assessment, charge or levy.

5.5. Lender’s Closing Costs and Expenses. The Company shall reimburse the Lender on demand for all reasonable expenses and fees paid or incurred in connection with the documentation, negotiation and closing of the transactions described herein, including, without limitation, filing and recording fees and reasonable attorneys’ fees of Lender’s counsel.

5.6. Maintain Property. The Company will maintain its property in good condition (reasonable wear and tear excepted) and make all necessary renewals, repairs, replacements, additions, betterments and improvements thereto.

5.7. Company’s Property and Liability Insurance. The Company shall at its expense, keep and maintain its assets insured against loss or damage by fire, theft, explosion, spoilage and all other hazards and risks ordinarily insured against by other owners or users of such properties in similar businesses in an amount reasonably acceptable to Lender. All such policies of insurance shall be in form and substance satisfactory to Lender. In addition, Company shall maintain adequate liability insurance in an amount, form and content reasonably acceptable to Lender.

5.8. Notice of Suit or Adverse Change in Business. The Company shall, as soon as possible, and in any event within fifteen (15) days after it learns of the following, give written notice to the Lender of (i) any material proceeding(s) being instituted by or against the Company or any Subsidiary, in any federal, state, local or foreign court or before any commission or other regulatory body (federal, state, local or foreign), and (ii) any material adverse change in the business, assets or condition, financial or otherwise, of the Company. For purposes of this Agreement, any information filed with the Securities and Exchange Commission shall satisfy the requirement of providing written notice to the Lender.

5.9. Reporting Requirements. The Company shall furnish to the Lender (for purposes of this Agreement, any information filed with the Securities and Exchange Commission shall be considered furnished to the Lender as of the date of such filing):

(i) Quarterly Financial Statements. As soon as available and in any event within forty-five (45) days after the end of each fiscal quarter balance sheets of the Company as of the end of such quarter, statements of income and retained earnings of the Company for the period commencing at the end of the previous quarter and ending with the end of such quarter, and statements of changes in financial position of the Company, all in reasonable detail and stating in comparative form the respective figures for the year to date and all prepared in accordance with generally accepted accounting principles consistently applied and certified by the chief financial officer of the Company.

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(ii) Annual Financial Statements. As soon as available and in any event within one hundred twenty (120) days after the end of each fiscal year of the Company, balance sheets of the Company as of the end of such fiscal year, and statements of income and retained earnings of the Company for such fiscal year, and statements of changes in financial position of the Company for such fiscal year, all in reasonable detail and stating in comparative form the respective figures for the corresponding date and period in the prior fiscal year and all prepared on an audited basis, and in accordance with generally accepted accounting principles consistently applied by an acc ounting firm acceptable to the Lender.

(iii) Notice of Litigation. Promptly after the commencement thereof, notice of all actions, suits, and proceedings before any court or governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign affecting the Company which, if determined adversely to the Company, would have a material adverse effect on the financial condition, properties, or operations of the Company.

(iv) Notice of Defaults and Events of Default. As soon as reasonably possible and in any event within five (5) days after the occurrence of each Default, a written notice setting forth the details of such Default and the action which is proposed to be taken by the Company, with respect thereto.

(v) General Information. Such other information respecting the condition or operations, financial or otherwise, of the Company as the Lender may from time to time reasonably request including without limitation customer lists including addresses of account debtors. Lender agrees to hold any confidential information which it may receive from Company pursuant to this Agreement in confidence except for disclosure on a need to know basis (i) to affiliates of Lender or any participants in the Loans, (ii) to legal counsel, accountants and other professional advisors to Lender, (iii) to regulatory officers, or (iv) to any Person as requested pursuant to or as required by law, regulation or legal process.

6.	NEGATIVE COVENANTS.

The Company covenants and agrees that so long as any Liabilities remain outstanding, and (even if there shall be no Liabilities outstanding) so long as this Agreement remains in effect (unless the Lender shall give its prior written consent thereto):

6.1. Encumbrances. Except for the Permitted Liens, the Company will not create, incur, assume, or suffer to exist, any mortgage, deed of trust, pledge, lien, security interest, hypothecation, assignment, deposit arrangement, or other preferential arrangement, charge, or encumbrance (including, without limitation, any conditional sale, or other title retention agreement, or finance lease) of any nature, upon or with respect to any of its properties, now owned or hereafter acquired, or sign or file, or permit any Subsidiary to sign or file, under the Uniform Commercial Code of any jurisdiction a financing statement (other than financing statements related to Permitted Liens and financing stat ements required to be executed by lessors under operating leases entered into by Company or any Subsidiary with said lessors) which names the Company as a debtor, or sign any security agreement authorizing any secured party thereunder to file such financing statement.

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6.2. Disposal of Property. The Company shall not nor allow any Subsidiary to sell, assign, transfer or otherwise dispose of any of its respective equipment to any Person without the Lender’s prior written consent other than in the normal course of business in connection with the sale of obsolete or no longer used equipment of Company or any Subsidiary.

6.3. Amendment of Certificate of Incorporation or By-Laws. Company shall not amend its Articles of Incorporation or By-Laws, charter or other organizational documents without the Lender’s prior written consent.

6.4. Transactions with Affiliates. Company will not, without the prior written consent of the Lender, enter into any transaction including, without limitation, the lending or borrowing of monies, the purchase, sale or exchange of property or the rendering of any service to any Affiliate, except in the ordinary course of and pursuant to the reasonable requirements of Company’s business and upon fair and reasonable terms no less favorable to Company than would be obtained in a comparable arm’s length transaction with an unaffiliated person or corporation.

6.5. Acquisitions. The Company shall not directly or indirectly acquire or merge with any other Person without the prior written consent of Lender.

6.6. Debt. Company shall not incur any further Debt from any other Person other than (i) Debt owed by Company to the Lender or (ii) Debt to the Persons disclosed to Lender in the financial statements of Company delivered to Lender prior to the date hereof or (iii) accounts payable incurred in the ordinary course of business to trade creditors for goods or services or (iv) current operating liabilities incurred in the ordinary course of business (other than for borrowed money) or (v) Debt in connection with purchase money financing and Capital Leases but not exceeding the amount as set forth in Section 1.1(xx)

6.7. Dividends. Company may not pay any dividends or make any distributions to any shareholder of Company at any time that Revolving Loans are outstanding.

6.8. Mergers, Etc. The Company shall not wind up, liquidate or dissolve itself, reorganize, merge or consolidate with or into, or convey, sell, assign, transfer, lease, or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to any Person.

6.9. Investments. The Company shall not make, or permit any Subsidiary to make, any loan or advance to any Person, or purchase or otherwise acquire, or permit any Subsidiary to purchase or otherwise acquire, any capital stock, assets, obligations, or other securities of, make any capital contribution to, or otherwise invest in or acquire any interest in any Person, or participate as a partner or joint venturer with any other Person, except: (1) direct obligations of the United States or any agency thereof with maturities of one year or less from the date of acquisition; (2) commercial paper of a domestic issuer rated at least “A-1” by Standard & Poor’s Corporation or “ P-1” by Moody’s Investors Service, Inc. at the time of said investment; (3) certificates of deposit with maturities of one year or less from the date of acquisition issued by any commercial Lender having capital and surplus in excess of Four Hundred Million and No/100 Dollars ($400,000,000.00) at the time of said investment; (4) stock, obligations, or securities received in settlement of debts (created in the ordinary course of business) owing to the Company or any Subsidiary; and (5) repurchase agreements or eurodollar currency deposit investments with any commercial Lender which meets the financial requirements of subsection (3) hereof at the time of said investment.

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7.	DEFAULT, RIGHTS AND REMEDIES OF THE LENDER.

7.1. Liabilities. If a Default shall exist or occur and be continuing, and upon the expiration of any applicable cure period, the Lender may without notice declare all of the Liabilities immediately due and payable, in the Lender’s sole discretion, in either (a) immediately available funds or (b) newly issued common stock of the Company valued at the average closing price of the such common stock for the prior ten Business Days.

7.2. Rights and Remedies Generally. If a Default shall exist or occur and be continuing, and upon the expiration of any applicable cure period, the Lender shall have, in addition to any other rights and remedies contained in this Agreement and the Transaction Documents, all of the rights and remedies under applicable laws, all of which rights and remedies shall be cumulative, and none exclusive, to the extent permitted by law.

7.3. Termination of Agreements. Upon the occurrence of any Default, Lender may also, with or without proceeding with sale or foreclosure or demanding payment of the Liabilities, without notice, terminate Lender’s further performance under this Agreement or any other agreement or agreements between Lender and Company and in addition may suspend Lender’s obligation to make any further advances hereunder during any cure period without further liability or obligation by Lender, and may also, upon the occurrence of any Default, appropriate and apply on any Liabilities any and all balances, credits, deposits, accounts, reserves, indebtedness, or other monies due or owing to Company or held by Lender hereunder or under any such financing agreement or otherwise, whether accrued or not. Neither such termination, nor the termination of this Agreement by lapse of time, the giving of notice, or otherwise, shall absolve, release, or otherwise affect the liability of Company in respect of transactions had prior to such termination, nor affect any of the liens, security interests, rights, powers and remedies of Lender, but they shall, in all events, continue until all indebtedness and Liabilities of Company to Lender are satisfied. Lender shall not, in any manner, be liable to Company for any failure to make or continue to make any Loans or advances to Company hereunder as a result of Lender refusal to so make said Loans or advances in accordance with the terms of this paragraph.

7.4. Waiver of Demand. Demand, presentment, protest and notice of nonpayment are hereby waived by the Company. The Company also waives the benefit of all valuation, appraisal and exemption laws.

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8.	MISCELLANEOUS.

8.1. Waiver. The Lender’s failure, at any time or times hereafter, to require strict performance by the Company of any provision of this Agreement shall not waive, affect or diminish any right of the Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by the Lender of a Default under this Agreement shall not suspend, waive or affect any other Default under this Agreement, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. None of the undertakings, agreements, warranties, covenants and representations of the Company contained in this Agreement and no Default under thi s Agreement shall be deemed to have been suspended or waived by the Lender unless such suspension or waiver is in writing signed by an officer of the Lender, and directed to the Company specifying such suspension or waiver. If requested in writing by Company, Lender shall give written confirmation to Company of any suspension or waiver by Lender as described in this Section.

8.2. Costs and Attorneys’ Fees. If at any time or times hereafter the Lender employs counsel in connection with any matters contemplated by or arising out of this Agreement, whether (a) to commence, defend, or intervene in any litigation or to file a petition, complaint, answer, motion or other pleadings, (b) to take any other action in or with respect to any suit or proceeding (Bankruptcy or otherwise), (c) to consult with officers of the Lender to advise the Lender, or (d) enforce any rights of the Lender to collect any of the Liabilities, then in any of such events, all of the reasonable attorneys’ fees arising from such services, and any expenses, cos ts and charges relating thereto, including, without limitation, all fees of all paralegals, together with interest at the Default Rate described in Section 2.6 above then in effect, shall be part of the Liabilities, payable on demand.

8.3. Expenditures by the Lender. In the event Company shall fail to pay taxes, insurance, assessments, costs or expenses which the Company is, under any of the terms hereof, required to pay, the Lender may, in its sole discretion, make expenditures for any or all of such purposes, and the amount so expended, together with interest thereon at the Default Rate described in Section 2.6 above, shall be part of the Liabilities, payable on demand.

8.4. Reliance by the Lender. All covenants, agreements, representations and warranties made herein by the Company, shall, notwithstanding any investigation by the Lender, be deemed to be material to, and to have been relied upon by, the Lender.

8.5. Parties. Whenever in this Agreement there is reference made to any of the parties hereto, such reference shall be deemed to include, wherever applicable, a reference to the respective successors and assigns of each of the Company, and the Lender.

8.6. Applicable Law; Severability. This Agreement shall be construed in all respects in accordance with, and governed by, the internal laws (as opposed to conflicts of law provisions) of the State of California. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Agreement.

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8.7. Cumulative Effect. All covenants, conditions, provisions, warranties, guaranties, indemnities and other undertakings of the Company contained in this Agreement, or in the Loan Documents or in any schedule given to Lender or contained in any other agreement between Lender and the Company, heretofore, concurrently, or hereafter entered into, shall be deemed cumulative to and not in derogation or substitution of any of the terms, covenants, conditions or agreements of the Company herein contained. The failure or delay of Lender to exercise or enforce any rights, liens, powers or remedies hereunder or under the Loan Documents or the other aforesaid agreements or other documents or aga inst any security or collateral shall not operate as a waiver of such liens, rights, powers and remedies, but all such liens, rights powers and remedies shall continue in full force and effect until all Liabilities shall have been fully satisfied, and all liens, rights, powers and remedies herein provided for are cumulative and none are exclusive.

8.8. Amendments, Etc. No amendment, modification, termination, or waiver of any provision of the Agreement, any Loan Document, nor consent to any departure by any of the parties from any Loan Document to which it is a party, shall in any event be effective unless the same shall be in writing and signed by the Lender, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

8.9. Integration. This Agreement and the Loan Documents contain the entire agreement between the parties relating to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto.

8.10. Indemnity. The Company hereby agrees to defend, indemnify, and hold the Lender harmless from and against any and all claims, damages, judgments, penalties, costs and expenses (including attorney fees and court costs now or hereafter arising from the aforesaid enforcement of this clause) arising directly or indirectly from the activities of the Company and its Subsidiaries, its predecessors in interest, or third parties with whom it has a contractual relationship, or arising directly or indirectly from the violation of any environmental protection, health, or safety law, whether such claims are asserted by any governmental agency or any other Person. This indemnity shall survive termination o f this Agreement.

8.11. Submission to Jurisdiction; Waiver of Jury Trial. TO INDUCE THE LENDER TO MAKE THE LOANS EVIDENCED BY THIS AGREEMENT, THE COMPANY, IRREVOCABLY AGREES THAT, ALL ACTIONS ARISING DIRECTLY OR INDIRECTLY AS A RESULT OR IN CONSEQUENCE OF THIS AGREEMENT OR ANY OTHER AGREEMENT WITH THE LENDER SHALL BE INSTITUTED AND LITIGATED ONLY IN COURTS HAVING SITUS IN LOS ANGELES COUNTY. CALIFORNIA, AND THE COMPANY HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT LOCATED AND HAVING ITS SITUS IN SAID COUNTY, AND WAIVES ANY OBJECTION BASED ON FORUM NONCONVENIENS, AND THE COMPANY HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS, AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MA DE BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO THE COMPANY AT THE ADDRESSES INDICATED IN THE LENDER’S RECORDS IN THE MANNER PROVIDED BY APPLICABLE STATUTE, LAW, RULE OF COURT OR OTHERWISE.

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THE LENDER AND THE COMPANY, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE IRREVOCABLY, THE RIGHT IT MAY HAVE TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER OBLIGATIONS OR ANY AGREEMENT, EXECUTED OR CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH OR ANY COURSE OF CONDUCT OR COURSE OF DEALING, IN WHICH THE LENDER AND THE COMPANY, OR ANY ONE OF THEM, ARE ADVERSE PARTIES. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER GRANTING ANY FINANCIAL ACCOMMODATION TO THE COMPANY. ALL WAIVERS HEREIN ARE MADE ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

8.12. Application of Payments. Notwithstanding any contrary provision contained in this Agreement, the Company irrevocably waives the right to direct the application of any and all payments at any time or times hereafter received by the Lender from or on behalf of the Company, and the Company does hereby irrevocably agree that the Lender shall have the continuing exclusive right to apply and reapply any and all payments received at any time or times hereafter, against the Liabilities in such manner as the Lender may deem advisable, notwithstanding any entry by the Lender upon any of its books and records.

8.13. Marshalling; Payments Set Aside. The Lender shall be under no obligation to marshall any assets in favor of the Company or any other party or against or in payment of any or all of the Liabilities. To the extent that the Company makes a payment or payments to the Lender or Lender enforces its security interests or exercises its rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any Bankruptcy law, state or federal law, common law or equitable cause, then to the extent of su ch recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

8.14. Section Titles. The section titles contained in this Agreement shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties.

8.15. Continuing Effect. This Agreement shall continue in full force and effect so long as any Liabilities shall be owed to the Lender, and (even if there shall be no Liabilities outstanding) so long as this Agreement has not been terminated in accordance with its terms.

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8.16. Notices. Except as otherwise expressly provided herein, any notice required or desired to be served, given or delivered hereunder shall be in writing, and shall be deemed to have been validly served, given, delivered and/or received when (i) presented personally, or (ii) on the second business day next following deposit in the United States mails, with proper postage prepaid, registered or certified, return receipt requested, or (iii) on the first business day next following the day of delivery to Federal Express for delivery to the addressee, addressed to the party to be notified as follows:

(i)	If to the Lender:

	Raymond Meyers
	1434 6th Street, Unit 9
	Santa Moncia, CA 90401
(ii)	If to Company:

	Internet Media Services, Inc.
	1434 6th Street, Unit 9
	Santa Moncia, CA 90401

or to such other address as each party designates to the other in the manner herein prescribed.

8.17. Equitable Relief. Company recognizes that, in the event Company fails to perform, observe or discharge any of its obligations or liabilities under this Agreement, Lender’s remedy at law may prove to be inadequate relief to Lender; therefore, Company agrees that Lender, if Lender so requests, shall be entitled to temporary and permanent injunctive relief if Lender proves its entitlement to such equitable relief.

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IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and year first above written.

	INTERNET MEDIA SERVICES, INC.

	By: /s/ Michael Buechler
	Name: Michael Buechler
	Title: Executive Vice President and Secretary

	By: /s/ Raymond Meyers
	Raymond Meyers
	Lender

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EX-10.4 5 ex10-4.htm ex10-4.htm

Exhibit 10.4

SECURITY AGREEMENT

SECURITY AGREEMENT, dated April 8, 2010, made by INTERNET MEDIA SERVICES, INC. (the “Borrower”), in favor of RAYMOND MEYERS (“Lender”).

W I T N E S S E T H:

WHEREAS, the Lender and the Borrower are parties to a Credit Agreement, dated as of the date hereof (such agreement, as amended, restated or otherwise modified from time to time, being hereinafter referred to as the “Credit Agreement”);

WHEREAS, pursuant to the Credit Agreement, the Lender has agreed to make certain term loans (each a “Loan” and collectively, the “Loans”) to the Borrower in an aggregate principal amount at any one time outstanding not to exceed the Maximum Revolving Commitment (as defined in the Credit Agreement);

WHEREAS, it is a condition precedent to the Lender making any Loan to the Borrower pursuant to the Credit Agreement, that the Borrower shall have executed and delivered to the Lender a security agreement providing for the grant to Lender of a security interest in all of the accounts receivable of the Company;

NOW, THEREFORE, in consideration of the premises and the agreements herein and in order to induce the Lender to make and maintain the Loans pursuant to the Credit Agreement, the Company hereby jointly and severally agrees with the Lender as follows:

SECTION 1. Definitions .

(a) Reference is hereby made to the Credit Agreement for a statement of the terms thereof. All terms used in this Agreement and the recitals hereto which are defined in the Credit Agreement or in Article 9 of the Uniform Commercial Code (the “Code”) as in effect from time to time in the State of New York and which are not otherwise defined herein shall have the same meanings herein as set forth therein; provided that terms used herein which are defined in the Code as in effect in the State of New York on the date hereof shall continue to have the same meaning notwithstanding any replacement or amendment of such statute except as Lender may otherwise determine.

(b) As used in this Agreement, the following terms shall have the respective meanings indicated below, such meanings to be applicable equally to both the singular and plural forms of such terms:

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SECTION 2. Grant of Security Interest . As collateral security for all of the Obligations (as defined in Section 3 hereof), the Company hereby pledges and assigns to the Lender, and grants to the Lender, a continuing security interest in all of the assets of the Company, whether now outstanding or as of a future date (the “Collateral”).

SECTION 3. Security for Obligations . The security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether now existing or hereafter incurred (the “Obligations”):

(a) the prompt payment by the Company, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Credit Agreement and the other Loan Documents, including, without limitation, (i) principal of and interest on the Loans (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the Company, whether or not the payment of such interest is unenforceable or is not allowable due to the existence of such Insolvency Proceeding), and (ii) all fees, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any Loan Document; and

(b) the due performance and observance by the Company of all of its other obligations from time to time existing in respect of the Loan Documents.

SECTION 4. Representations and Warranties . The Company represents and warrants as follows:

(a) The Company (i) is a corporation duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, (ii) has all requisite power and authority to execute, deliver and perform this Agreement and each other Loan Document to be executed and delivered by it pursuant hereto and to consummate the transactions contemplated hereby and thereby, and (iii) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary.

(b) The execution, delivery and performance by the Company of this Agreement and each other Loan Document to which the Company is a party or will be a party (i) have been duly authorized by all necessary action, (ii) do not and will not contravene its charter or by-laws, or any applicable law or any contractual restriction binding on or otherwise materially affecting the Company, (iii) do not and will not result in or require the creation of any Lien upon or with respect to any of its properties and (iv) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to it or its operations or any of its properties.

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(c) This Agreement is, and each other Loan Document to which the Company is or will be a party, when executed and delivered pursuant hereto, will be, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws.

(d) The Company is and will be at all times the sole and exclusive owners of, or otherwise have and will have adequate rights in, the Collateral free and clear of any Lien except for (i) the Lien created by this Agreement and (ii) the Permitted Liens. No effective financing statement or other instrument similar in effect covering all or any part of the Collateral is on file in any recording or filing office except (A) such as may have been filed in favor of Lender relating to this Agreement and (B) such as may have been filed to perfect or protect any security interests or Liens permitted by the Credit Agreement.

(e) This Agreement creates in favor of Lender a legal, valid and enforceable security interest in the Collateral, as security for the Obligations.

SECTION 5. Covenants as to the Collateral . So long as any of the Obligations shall remain outstanding and the Credit Agreement and the other Loan Documents shall not have expired or terminated, unless Lender shall otherwise consent in writing:

(a) Further Assurances. The Company will at its expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that Lender may request in order to (i) perfect and protect the security interest purported to be created hereby; (ii) enable Lender to exercise and enforce its rights and remedies hereunder in respect of the Collateral; or (iii) otherwise effect the purposes of this Agreement.

(b) Transfers and Other Liens.

(i) Except to the extent expressly permitted by the Credit Agreement, the Company will not sell or otherwise transfer (by operation of law or otherwise) any of the Collateral.

(ii) Except to the extent expressly permitted by the Credit Agreement, the Company will not create, suffer to exist or grant any Lien upon or with respect to any Collateral.

SECTION 6. Additional Provisions Concerning the Collateral .

(a) The Company hereby (i) authorizes Lender to file, one or more financing or continuation statements, and amendments thereto, relating to the Collateral and (ii) ratifies such authorization to the extent that Lender has filed any such financing or continuation statements, or amendments thereto, prior to the date hereof. A photocopy or other reproduction of this Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

(b) The Company hereby irrevocably appoints Lender as its attorney-in-fact and proxy, with full authority in the place and stead of the Company and in the name of the Company or otherwise, from time to time in Lender’s discretion, to take any action and to execute any instrument which Lender may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Company under Section 5 hereof), including, without limitation, to execute assignments, licenses and other documents to enforce the rights of Lender and the Lender with respect to any Collateral. This power is coupled with an interest and is irrevocable until all of the Obligations are indefeasibly paid in full after the termination of the Credit Agreement and the other Loan Documents.

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(c) The powers conferred on Lender hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, Lender shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.

SECTION 7. Remedies Upon Default . If any Event of Default shall have occurred and be continuing:

(a) Lender may exercise in respect of the Collateral, in addition to any other rights and remedies provided for herein or otherwise available to it, all of the rights and remedies of a secured party upon default under the Code (whether or not the Code applies to the affected Collateral), and also may (i) take absolute control of the Collateral, including, without limitation, transfer into Lender’s name or into the name of its nominee or nominees (to the extent Lender has not theretofore done so) and thereafter receive, for the benefit of Lender, all payments made thereon, give all consents, waivers and ratifications in respect thereof and otherwise act with respect thereto as though it were the outright owner thereof, (ii) without notice except as specified below and without any obligation to prepare or process the Collateral for sale, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of Lender’s offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as Lender may deem commercially reasonable. All Cash Proceeds received by Lender in respect of any sale of or collection from, or other realization upon, all or any part of the Collateral may, in the discretion of Lender, be held by Lender as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Lender pursuant to Section 8 hereof) in whole or in part by Lender against, all or any part of the Obligations in such order as Lender shall elect, consistent with the provisions of the Credit Agreement and the Intercreditor Agreements. Any surplus of such cash or Cash Proceeds held by Lender and remaining after the indefeasible payment in full of all of the Obligations after the termination of the Credit Agreement and the other Loan Documents shall be paid over to whomsoever shall be lawfully entitled to receive the same or as a court of competent jurisdiction shall direct.

(b) In the event that the proceeds of any such sale, collection or realization are insufficient to pay all amounts to which Lender is legally entitled, the Company shall be liable for the deficiency, together with interest thereon at the highest rate specified in any applicable Loan Document for interest on overdue principal thereof or such other rate as shall be fixed by applicable law, together with the costs of collection and the reasonable fees, costs, expenses and other client charges of any attorneys employed by Lender to collect such deficiency.

(c) The Company hereby acknowledges that if Lender complies with any applicable state or federal law requirements in connection with a disposition of the Collateral, such compliance will not adversely effect the commercial reasonableness of any sale or other disposition of the Collateral.

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SECTION 8. Indemnity and Expenses .

(a) The Company agrees to defend, protect, indemnify and hold Lender harmless from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, reasonable legal fees, costs, expenses, and disbursements of Lender’s counsel) to the extent that they arise out of or otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities resulting solely and directly from Lender’s gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction.

(b) The Company will upon demand pay to Lender the amount of any and all costs and expenses, including the reasonable fees, costs, expenses and disbursements of counsel for Lender and of any experts of Lender (including, without limitation, any collateral trustee which may act as agent of Lender), which Lender may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral, (iii) the exercise or enforcement of any of the rights of Lender hereunder, or (iv) the failure by the Company to perform or observe any of the provisions hereof.

SECTION 9. Notices, Etc. All notices and other communications provided for hereunder shall be in writing and shall be mailed (by certified mail, postage prepaid and return receipt requested), telecopied or delivered, if to the Company or to Lender, to it at its address specified in the Credit Agreement; or as to any such Person, at such other address as shall be designated by such Person in a written notice to such other Person complying as to delivery with the terms of this Section 9. All such notices and other communications shall be effective (i) if mailed (by certified mail, postage prepaid and return receipt requested), when received or three (3) Business Days after deposited in the mails, whichever occurs first, (ii) if telecopied, when transmitted and confirmation is received, provided same is on a Business Day and, if not, on the next Business Day; or (iii) if delivered, upon delivery, provided same is on a Business Day and, if not, on the next Business Day.

SECTION 10. Miscellaneous .

(a) No amendment of any provision of this Agreement shall be effective unless it is in writing and signed by the Company and Lender, and no waiver of any provision of this Agreement, and no consent to any departure by the Company therefrom, shall be effective unless it is in writing and signed by Lender, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

(b) No failure on the part of Lender to exercise, and no delay in exercising, any right hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The rights and remedies of Lender in the other Loan Documents are cumulative and are in addition to, and not exclusive of, any rights or remedies provided by law. The rights of Lender against any party thereto are not conditional or contingent on any attempt by such Person to exercise any of its rights under any other Loan Document against such party or against any other Person, including but not limited to, the Company.

-5-

(c) Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or thereof or affecting the validity or enforceability of such provision in any other jurisdiction.

(d) This Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect until the later of (A) the indefeasible payment in full of the Obligations and (B) the termination of the Credit Agreement and the other Loan Documents and (ii) be binding on the Company and all other Persons who become bound as debtor to this Agreement in accordance with Section 9-203(d) of the Code and shall inure, together with all rights and remedies of Lender and the Lender hereunder, to the benefit of Lender and the Lender and their respective permitted successors, transferees and assigns. Without limiting the generality of clause (ii) of the immediately preceding sentence, without notice to the Company, Lender may assign or otherwi se transfer their rights and obligations under this Agreement and any other Loan Document, to any other Person and such other Person shall thereupon become vested with all of the benefits in respect thereof granted to Lender and the Lender herein or otherwise. Upon any such assignment or transfer, all references in this Agreement to Lender shall mean the assignee of Lender. None of the rights or obligations of the Company hereunder may be assigned or otherwise transferred without the prior written consent of Lender, and any such assignment or transfer shall be null and void.

(e) Upon the satisfaction in full of the Obligations and the termination of the Credit Agreement and the other Loan Documents, (i) this Agreement and the security interests created hereby shall terminate and all rights to the Collateral shall revert to the Company and (ii) Lender will, upon the Company’s request and at the Company’s expense, (A) return to the Company such of the Collateral as shall not have been sold or otherwise disposed of or applied pursuant to the terms hereof and (B) execute and deliver to the Company such documents as the Company shall reasonably request to evidence such termination, all without any representation, warranty or recourse whatsoever.

(f) THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, EXCEPT AS REQUIRED BY MANDATORY PROVISIONS OF LAW AND EXCEPT TO THE EXTENT THAT THE VALIDITY AND PERFECTION OR THE PERFECTION AND THE EFFECT OF PERFECTION OR NON-PERFECTION OF THE SECURITY INTEREST CREATED HEREBY, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAW OF A JURISDICTION OTHER THAN THE STATE OF CALIFORNIA.

(g) ANY LEGAL ACTION, SUIT OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY DOCUMENT RELATED THERETO MAY BE BROUGHT IN THE COURTS OF THE STATE OF CALIFORNIA IN THE COUNTY OF LOS ANGELES, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE COMPANY HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. THE COMPANY HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION, SUIT OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.

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(h) THE COMPANY AND (BY ITS ACCEPTANCE OF THE BENEFITS OF THIS AGREEMENT) LENDER WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, VERBAL OR WRITTEN STATEMENT OR OTHER ACTION OF THE PARTIES HERETO.

(i) The Company irrevocably consents to the service of process of any of the aforesaid courts in any such action, suit or proceeding by the mailing of copies thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Company at its address provided herein, such service to become effective 10 days after such mailing.

(j) Nothing contained herein shall affect the right of Lender to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against the Company or any property of the Company in any other jurisdiction.

(k) The Company irrevocably and unconditionally waives any right it may have to claim or recover in any legal action, suit or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.

(l) Section headings herein are included for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

(m) This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together constitute one in the same Agreement.

(n) All of the obligations of the Company hereunder are joint and several. Lender may, in its sole and absolute discretion, enforce the provisions hereof against any of the Company and shall not be required to proceed against the Company or seek payment from the Company. In addition, Lender may, in its sole and absolute discretion, select the Collateral of any one or more of the Company for sale or application to the Obligations, without regard to the ownership of such Collateral, and shall not be required to make such selection ratably from the Collateral owned by all of the Company.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed and delivered by its officer thereunto duly authorized, as of the date first above written.

	INTERNET MEDIA SERVICES, INC

	By: /s/ Michael Buechler
	Name: Michael Buechler
	Title: Executive Vice President and Secretary

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EX-10.5 6 ex10-5.htm ex10-5.htm

Exhibit 10.5

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE LAW, AND MAY NOT BE SOLD, OFFERED FOR SALE, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE, OR FOREIGN SECURITIES LAWS COVERING ANY SUCH TRANSACTION OR (B) SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.

SECURED PROMISSORY NOTE

$64,744 April 8, 2010

Santa Monica, CA

FOR VALUE RECEIVED, INTERNET MEDIA SERVICES INC. (the “Borrower”), promises to pay to RAYMOND MEYERS (the “Lender”), or to its order, the principal sum of Sixty-Four Thousand, Seven-Hundred, and Forty-Four U.S. DOLLARS ($64,744) (the “Principal Amount”), together with interest in arrears on the unpaid principal balance from time to time outstanding from the date hereof until the entire principal amount due hereunder is paid in full at the rate(s) provided below.

This Secured Promissory Note (this “Note”) is one of a series of Secured Promissory Notes in the aggregate principal of up to $200,000 containing substantially identical terms and conditions (the “Notes”) issued by the Borrower to the Lender on behalf of the Lenders. The Notes are pari passu such that all Notes are ranked equally, and no payments shall be made by the Borrower under any of the Notes unless a pro rata payment is simultaneously made under all other Notes. Terms not defined herein shall have the meaning ascribed to them in that certain Credit Agreement, dated April 8, 2010, between the Lender and the Borrower.

Subject to applicable law, the Notes will be senior in all respects (including the right of payment) to all other indebtedness of the Borrower now existing or hereafter incurred.

1. Maturity. The aggregate Principal Amount, together with all accrued interest thereon and expenses incurred by the Lender in connection herewith (cumulatively, the “Outstanding Amount”), shall be due and payable in full on the earliest to occur of (the earliest of such events, the “Maturity Date”): (i) April 8, 2011 (the “Scheduled Maturity Date”) and (ii) the acceleration of this Note upon the occurrence of an Event of Default. U nless payment is made following a demand therefor by the Lender, the Borrower shall provide the Lender with not less than five (5) business days’ prior written notice of its intent to repay the amounts outstanding hereunder.

2. Interest. This Note shall bear interest at a rate of six percent (6%) in excess of the then in effect one-year LIBOR rate per annum. Interest shall be calculated on the basis of a year of 360 days for the actual number of days elapsed. All accrued interest on this Note shall be due and payable on the first day of each calendar quarter commencing with the first calendar quarter following the disbursement of any Revolving Credit Loan. From and after the occurrence of an Event of Default, the unpaid principal balance of this Note and, to the extent permitted by law, overdue interest shall bear interest at a rate per annum equal to four (4%) percent over the then applicable interest rate due under each Loan (the “Default Rate”).

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3. Payment; Usury. All payments by the Borrower under this Note shall be made in United States Dollars without deduction, set-off or counterclaim and shall be free and clear and without any deduction or withholding for any taxes or fees of any nature whatever, unless the obligation to make such deduction or withholding is required by law. Payment shall be credited first to the accrued interest then due and payable and the remainder applied to principal. Unless otherwise expressly provided in this Note, the Borrower, to the extent permitted by applicable law, waives presentment for payment, protest, and demand, and notice of protest, demand, a nd/or dishonor and nonpayment of this Note, notice of any Event of Default under this Note, and all other notices or demands otherwise required by law that the Borrower may lawfully waive. All agreements between the Borrower and the Lender are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the indebtedness evidenced hereby or otherwise, shall the amount paid or agreed to be paid to the Lender for the use, forbearance, or detention of the indebtedness evidenced hereby exceed the maximum permissible amount under applicable law. If, from any circumstance whatsoever, fulfillment of any provision hereof at the time performance of such provision shall be due shall involve transcending the limit of validity prescribed by law, the obligation to be fulfilled shall automatically be reduced to the limit of such validity, and if from any circumstances the Lender should ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal balance evidenced hereby and not to the payment of interest, and, if the principal amount of this Note has been paid in full, shall be refunded to the Borrower.

Immediately upon full repayment or conversion of the Outstanding Amount in accordance with the terms hereof, the Borrower shall be released from the repayment obligation or the conversion obligation set forth in this Note, the pledge and security interest shall be terminated, and the Lender shall execute releases of financing statements.

4. Security Interest and Collateral. This Note is secured by a first priority security interest on the Collateral pursuant to the terms of the Security Agreement, of even date hereof, made by the Borrower in favor of the Lender (the “Security Agreement”).

5. Replacement of Note. If this Note is mutilated, lost, stolen or destroyed, the Borrower shall issue or cause to be issued in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Note, a new Note, but only upon receipt of evidence reasonably satisfactory to the Borrower of such loss, theft or destruction and customary and reasonable bond or indemnity, if requested.

6. Miscellaneous.

(a) Authority and Enforceability; Etc. The Borrower hereby represents and warrants to the Lender that:

(i) it has full power and authority and has taken or shall take all required corporate and other action necessary to permit it to execute, deliver, and perform all of its obligations contained in this Note, the Security Agreement, and any other documents or instruments delivered in connection herewith, and to borrow hereunder, and such actions to the best of its knowledge will not violate any provision of law applicable to, or the organizational documents of, the Borrower, or result in the breach of or constitute a default under any material agreement or instrument to which the Borrower is a party or by which it is bound, which default has not been waived in writing on or prior to the date hereof;

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(ii) this Note has been duly authorized and validly executed by and is the valid and binding obligation of the Borrower enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other laws affecting creditors’ rights and remedies generally, and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law);

(iii) neither the execution and delivery by the Borrower of this Note, nor the performance by the Borrower of its obligations hereunder, requires the consent, approval or authorization of any person or governmental authority, which consent, approval, or authorization has not been obtained; and

(b) Notices. All notices to any party required or permitted hereunder shall be in writing and shall be sent to the address or facsimile number set forth for such party as follows:

(i)	If to the Lender:

	Raymond Meyers
	1434 6th Street, Unit 9
	Santa Monica, CA 90401
(ii)	If to Company:

	Internet Media Services, Inc.
	1434 6th Street, Unit 9
	Santa Monica, CA 90401

Any such notice shall be deemed effectively given (i) upon personal delivery to the party to be notified; (ii) when sent by confirmed facsimile if sent during normal business hours of the recipient, if not, then on the next business day; (iii) three days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one day after deposit with a recognized national overnight courier, specifying next day delivery, or two days after deposit with a recognized international overnight courier, specifying two day delivery, in each case with written verification of receipt.

(c) Waiver. No failure to exercise, and no delay in exercising, on the part of the Lender, any right, power, or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law.

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(d) Amendments. Any term, covenant, or condition of this Note may be amended or waived only by written consent of the Borrower and the Lender.

(e) Expenses. Any reasonable expense incurred by the Lender (including, without limitation, reasonable attorneys’ fees and disbursements) in connection with the administration, or enforcement of this Note and any other document executed by the Borrower in connection with the obligations of Borrower hereunder or any amendment hereto or thereto, or the exercise of any right or remedy upon the occurrence of an Event of Default, including, without limitation, the recording and filing fees to perfect the liens granted under the Security Agreement and the costs of collection and reasonable attorneys’ fees and expenses, shall be paid by the Borrower within 15 days of receiving written not ice thereof from the Lender. Any such expense incurred by the Lender and not timely paid by the Borrower shall be added to the other obligations hereunder and shall earn interest at the same rate per annum as the principal hereunder.

(f) Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of California without giving effect to any conflict or choice of laws principles.

(g) Transfer; Successors and Assigns. The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. This Note shall not be assignable by any Lender without the prior written consent of the Borrower, provided that the Lender may assign or transfer any of its rights, privileges, or obligations set forth in, arising under, or created by this Agreement to any entity controlled by, controlling or under common control with the Lender. The Borrower may not assign this Note without prior written consent of the Lender, provided that the Borrower may assign this Note to any successor of all or substantially all of its assets or business, or any entity surviving the merger, combination or consolidation with the Borrower.

(h) Entire Agreement. This Note and any other agreement or instrument entered into in connection herewith contains the entire agreement of the Borrower and the Lender with respect to the subject matter hereof.

(i) Confidentiality. In addition to separate confidentiality agreement, if any, each Lender will at all times keep confidential and not divulge, use or make accessible to anyone the terms and conditions of this Agreement and the transactions described herein, and any non-public material information concerning or relating to the business or financial affairs of the Borrower to which such party has been or will become privy relating to this Agreement, except to its employees and advisors in such capacity, as required to perform its obligations hereunder, if required by law or rules of a stock exchange on which its or its parent’s securities are listed, or with the prior written consent of the Borrower.

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IN WITNESS WHEREOF, the Borrower has caused this Note to be executed by its duly authorized representative as of the day and year first above written.

	INTERNET MEDIA SERVICES, INC

	By: /s/ Michael Buechler
	Name: Michael Buechler
	Title: Executive Vice President and Secretary

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EX-23.1 7 ex23-1.htm ex23-1.htm

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement (No. 333-165972) on Amendment No. 1 to Form S-1 of our report dated April 9, 2010, except for items disclosed in Note 1 regarding restatement, as to which the date is June 30, 2010, relating to our audit of the restated consolidated financial statements of Internet Media Services, Inc. for the year ended December 31, 2009, our report dated June 30, 2010 related to our audit of the carve out financial statements of Legalstore.com (a division of Document Security Systems, Inc.) for the period from January 1, 2009 to October 8, 2009 and our report dated December 11, 2009 related to our audits of the carve out financial statements of Legalstore.com (a division of Document Security Systems, Inc.) for the years ended December 31, 2007 and 2008 appearing in the P rospectus, which is part of this Registration Statement.

We also consent of the reference to our firm under the caption “Experts” in such Prospectus.

/s/ FREED MAXICK & BATTAGLIA, CPAs, PC

Buffalo, New York

June 30, 2010

-----END PRIVACY-ENHANCED MESSAGE-----

	Page

Report of Independent Registered Public Accounting Firm	F-8


Consolidated Financial Statements:

Balance Sheet	F-9
Statement of Operations and Accumulated Deficit	F-10
Statement of Stockholders’ Equity	F-11
Statement of Cash Flows	F-12

Notes to the Consolidated Financial Statements	F-13 - F-17

	Estimated
	Useful Life

Machinery and equipment	1 to 5 years	$	18,050
Furniture and fixtures	5 to 7 years		7,820
Leasehold improvements	3 to 5 years		2,541
			28,411
Less: accumulated depreciation			(1,489	)

		$	26,922

Deferred:
Federal		(24,071	)
State		(4,964	)
Total deferred		(29,035	)

Less increase in allowance		29,035
Net deferred
Total income tax provision	$	-

Individual components of deferred taxes are as follows as of December 31, 2009:

Deferred tax assets:
Net operating loss carryforwards	$	28,182
Depreciable and amortizable assets		853
Total		29,035
Less valuation allowance		(29,035	)

Gross deferred tax assets	$	-

	Page

Report of Independent Registered Public Accounting Firm	F-20


Carve-Out Financial Statements:
Balance Sheet	F-21
Statement of Operations	F-22
Statement of Changes in Divisional Equity	F-23
Statement of Cash Flows	F-24


Notes to the Carve-Out Financial Statements	F-25 - F-31

LEGALSTORE.COM
(A DIVISION OF DOCUMENT SECURITY SYSTEMS, INC.)

CARVE-OUT STATEMENT OF OPERATIONS
For the Period From January 1, 2009 through October 8, 2009




Revenue	$	359,625

Cost of sales		178,759

Gross profit		180,866

Operating expenses:
Compensation and benefits		139,041
Rent and utilities		22,255
Other		16,182
Depreciation		9,218
Marketing and advertising		1,250
		187,946

Net loss	$	(7,080	)

INTERNET MEDIA SERVICES, INC.

CONSOLIDATED BALANCE SHEET
December 31, 2009




ASSETS

Current assets:
Cash	$	7,777
Accounts receivable		33,246
Inventory		90,829
Prepaid expenses		5,251
Total current assets		137,103

Property and equipment, net		26,922
Other intangibles, net		165,750
Goodwill		19,417

Total assets	$	349,192

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable	$	26,653
Accrued expenses		9,781
Advances from related party		23,929
Total current liabilities		60,363

Stockholders' equity
Common stock, $.001 par value, 25,000,000 shares authorized,
20,501,000 shares issued and outstanding		20,501
Additional paid in capital		342,500
Accumulated deficit		(74,172	)
		288,829

Total liabilities and stockholders' equity	$	349,192

INTERNET MEDIA SERVICES, INC.

CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2009





Revenue	$	111,022

Cost of sales		80,983

Gross profit		30,039

Operating expenses:
General and administrative		97,731
Selling and marketing		6,480
		104,211

Net loss	$	(74,172	)

Loss per share - basic and diluted	$	(0.00	)

Weighted average common shares outstanding - basic and diluted		20,501,000

INTERNET MEDIA SERVICES, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
For the Year Ended December 31, 2009


					Additional					Total
	Shares		Common		Paid-in		Accumulated			Stockholders'
	Outstanding		Stock		Capital		Deficit			Equity

Balance at December 31, 2008		-	$	-	$	-	$	-		$	-

Common stock issued to founders		13,001,000		13,001		-		-			13,001

Common stock issued to acquire Legalstore.com		7,500,000		7,500		342,500		-			350,000

Net loss		-		-		-		(74,172	)		(74,172	)

Balance at December 31, 2009		20,501,000	$	20,501	$	342,500	$	(74,172	)	$	288,829

INTERNET MEDIA SERVICES, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS
For the Year Ended December 31, 2009




Cash flows from operating activities:
Net loss	$	(74,172	)
Adjustments to reconcile net loss to net
cash used by operating activities:
Depreciation and amortization		5,739
(Increase) decrease in assets:
Accounts receivable		(2,085	)
Inventory		10,182
Prepaid expenses		(5,251	)
Increase in liabilities:
Accounts payable and accrued expenses		36,434
Net cash used by operating activities		(29,153	)

Cash flows from financing activities:
Advances from related party		23,929
Proceeds from sale of common stock		13,001
Net cash provided by financing activities		36,930


Cash - end of year	$	7,777

Non-cash investing and financing activities during the year

Acquisition of the business through issuance of common stock	$	350,000

	Gross		Net Carrying		Accumulated		Carrying
	Useful life		Amount		Amortization		Cost

Domain name		10	$	50,000	$	1,250	$	48,750
Customer list		10		120,000		3,000		117,000
Total			$	170,000	$	4,250	$	165,750

LEGALSTORE.COM
(A DIVISION OF DOCUMENT SECURITY SYSTEMS, INC.)

CARVE-OUT BALANCE SHEET
October 8, 2009



ASSETS

Current assets:
Cash	$	10,405
Accounts receivable		31,161
Inventory		101,011
Total current assets		142,577

Property and equipment, net		30,383
Goodwill		81,013

Total assets	$	253,973

LIABILITIES AND DIVISIONAL EQUITY

Current liabilities:
Accounts payable	$	13,264
Accrued expenses		39,438
Total current liabilities		52,702

Commitments and contingencies (Note 6)		-

Divisional equity		201,271

Total liabilities and divisional equity	$	253,973

LEGALSTORE.COM
(A DIVISION OF DOCUMENT SECURITY SYSTEMS, INC.)

CARVE-OUT STATEMENT OF CHANGES IN DIVISIONAL EQUITY
For the Period From January 1, 2009 through October 8, 2009




Balance at December 31, 2008	$	197,118

Net transfers from parent		3,907

Stock based compensation		7,326

Net loss		(7,080	)

Balance at October 8, 2009	$	201,271

LEGALSTORE.COM
(A DIVISION OF DOCUMENT SECURITY SYSTEMS, INC.)

CARVE-OUT STATEMENT OF CASH FLOWS
For the Period From January 1, 2009 through October 8, 2009



Cash flows from operating activities:
Net loss	$	(7,080	)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation		16,335
Stock based compensation		7,326
Increase in assets:
Accounts receivable		(8,842	)
Inventory		(5,997	)
Incrase (decrease) in liabilities:
Accounts payable		(1,440	)
Accrued expenses		4,750
Net cash provided by operating activities		5,052

Cash flows from investing activities:
Purchase of fixed assets		(5,005	)
Net cash used by investing activities		(5,005	)

Cash flows from financing activities:
Payments of capital lease obligations		(346	)
Net transfers from parent		3,907
Net cash provided by financing activities		3,561


Net increase in cash		3,608

Cash - beginning of period		6,797

Cash - end of period	$	10,405

The provision (benefit) for income taxes as of October 8, 2009 consists of the following:

Currently payable:
Federal	$	-
State		-
Total currently payable		-
Deferred:
Federal		(1,021	)
State		(340	)
Total deferred		(1,361	)
Less increase in allowance		1,361
Net deferred		-
Total income tax provision (benefit)	$	-


Individual components of deferred taxes are as follows:

Deferred tax assets:
Net operating loss carry forwards	$	24,423
Equity issued for services		4,309
Total		28,732
Less valuation allowance		(26,698	)
Gross deferred tax assets	$	2,034

Deferred tax liabilities:
Depreciation	$	2,034
Gross deferred tax liabilities		2,034

Net deferred tax liabilities	$	-

	Page

Report of Independent Registered Public Accounting Firm	F-34


Carve-Out Financial Statements:
Balance Sheets	F-35
Statements of Operations	F-36
Statements of Cash Flows	F-37
Statements of Changes in Divisional Equity	F-38


Notes to the Carve-Out Financial Statements	F-39 - F-48

LEGALSTORE.COM

(a Division of Document Security Systems, Inc.)
Carve-out Statements of Operations




	For the Nine Months Ended September 30,		For the Nine Months Ended September 30,			For the Year Ended December 31,			For the Year Ended December 31,
	2009		2008			2008			2007

	(unaudited)		(unaudited)

Revenue	$	357,397	$	482,553		$	609,807		$	682,051


Costs of revenue		177,544		271,296			351,769			373,537


Gross profit		179,853		211,257			258,038			308,514

Operating expenses:
Compensation and benefits		130,028		151,862			201,819			203,356
Marketing and advertising		1,250		22,483			27,667			53,286
Rent and utilities		20,516		17,716			23,570			23,394
Depreciation		8,250		8,118			10,824			5,340
Other		16,623		13,715			23,732			41,531

Operating expenses		176,667		213,894			287,612			326,907

Net income (loss)	$	3,186	$	(2,637	)	$	(29,574	)	$	(18,393	)

LEGALSTORE.COM
(a Division of Document Security Systems, Inc.)
Carve-out Statements of Cash Flows



	For the Nine Months Ended September 30,			For the Nine Months Ended September 30,			For the Year Ended December 31,
	2009			2008			2008			2007
	(unaudited)			(unaudited)


Cash flows from operating activities:
Net income (loss)	$	3,186		$	(2,637	)	$	(29,574	)	$	(18,393	)
Adjustments to reconcile net income (loss) to net
cash provided (used) by operating activities:
Depreciation		14,705			11,583			15,787			10,412
Stock based compensation		7,326			7,326			9,768			3,196
(Increase) decrease in assets:
Accounts receivable		(9,115	)		(3,412	)		13,088			2,399
Inventory		2,493			17,868			21,094			(30,743	)
Increase (decrease) in liabilities:
Accounts payable		3,654			3,811			(25,762	)		5,648
Accrued liabilities		1,145			(222	)		-			1,202
Net cash provided (used) by operating activities		23,394			34,317			4,401			(26,279	)

Cash flows from investing activities:
Purchase of fixed assets		(5,005	)		(5,944	)		(7,744	)		(16,452	)

Net cash used by investing activities		(5,005	)		(5,944	)		(7,744	)		(16,452	)

Cash flows from financing activities:
Payments of capital lease obligations		(346	)		(728	)		(981	)		(901	)
Transfers from (to) parent		(6,654	)		(103,128	)		(126,613	)		181,366

Net cash (used) provided by financing activities		(7,000	)		(103,856	)		(127,594	)		180,465

Net (decrease) increase in cash		11,389			(75,483	)		(130,937	)		137,734
Cash beginning of period		6,797			137,734			137,734			0

Cash end of period	$	18,186		$	62,251		$	6,797		$	137,734

LEGALSTORE.COM
(a Division of Document Security Systems, Inc.)
Carve-out Statements of Changes in Divisional Equity


	Total

Balance, December 31, 2006	$	177,368
Transfers from parent, net		181,366
Stock based compensation		3,196
Net loss		(18,393	)
Balance, December 31, 2007		343,537
Transfers to parent, net		(126,613	)
Stock based compensation		9,768
Net loss		(29,574	)
Balance, December 31, 2008		197,118
Transfers to parent, net (unaudited)		(6,654	)
Stock based compensation (unaudited)		7,326
Net income (unaudited)		3,186
Balance, September 30, 2009 (unaudited)	$	200,976

	Period Ended September 30, 2009	Year Ended December 31, 2008	Year Ended December 31, 2007


Risk-free interest rate	na	na		4.05	%
Volatility	na	na		54	%
Expected dividend yield	na	na		0	%
Expected life	na	na	3.75 years
Estimated forfeiture rate	na	na		0	%

	Estimated Useful Life	Purchased		Under Capital Leases		Purchased		Under Capital Leases




Machinery & equipment	5 years	$	24,905	$	4,289	$	24,905	$	4,289
Leasehold improvements	10 years(1)		4,026		-		4,026		-
Furniture & fixtures	7 years		20,743		-		20,743		-
Software & websites	3 years		28,995		-		16,451		-

Total cost			78,669		4,289		66,125		4,289
Less accumulated depreciation			32,380		3,860		17,451		3,002

Net		$	46,289	$	429	$	48,674	$	1,287

INTERNET MEDIA SERVICES, INC.

Pro forma Consolidated Statement of Operations
For the Year Ended December 31, 2009

	LegalStore.com (a Division of Document Security Systems, Inc.)			Internet Media Services, Inc.			Adjustments		Pro forma Total For the Year Ended December 31,
	2009			2009			2009		2009
	(unaudited)			(audited)

Revenue	$	359,625		$	111,022		$	-	$	470,647


Costs of revenue		178,759			80,983			-		259,742


Gross profit		180,866			30,039			-		210,905

Operating expenses		187,946			104,211					292,157

Net income (loss)	$	(7,080	)	$	(74,172	)	$	-	$	(81,252	)

Registration fee	$	6
Transfer agent fees	$	10,000
Legal fees	$	50,000
Accounting fees	$	37,000
Miscellaneous expenses	$	5,000
Total	$	102,006

Date	Name	Shares	Price per Share
May 11, 2009	Raymond Meyers	9,000,000	$.001
May 11, 2009	Alexander Orlando	1,000	$.001
May 11, 2009	Michael Buechler	4,000,000	$.001
October 8, 2009	Document Security Systems, Inc.	7,500,000	Exchanged for Assets in LegalStore.com

	3.1	Certificate of Incorporation of the Registrant, as amended (1)
	3.2	By-laws of the Registrant (1)
	5.1	Opinion on legality (Revised)
	10.1	Lease (Santa Monica) (1)
	10.2	Agreements with DSS with exhibits and schedules (Revised)
	10.3	Revolving Credit Agreement
	10.4	Security Agreement
	10.5	Secured Promissory Note
	23.1	Consent of independent registered public accounting firm
	23.2	Consent of Gary A. Agron (See Exhibit 5.1)

	Internet Media Services, Inc.

	By: /s/ Raymond J. Meyers
	Chief Executive Officer

/s/ Raymond J. Meyers	Chief Executive Officer and Principal Financial Officer and Director
Raymond J. Meyers

/s/ Michael Buechler	Executive Vice President and Director
Michael Buechler

/s/ Alexander A. Orlando	Director
Alexander A. Orlando

/s/ Patrick White	Director
Patrick White

/s/ Philip Jones	Director
Philip Jones

		Page
ARTICLE I.	DEFINITIONS	5
1.1	Definitions	5
ARTICLE II.	PURCHASE AND SALE	8
2.1	Purchase and Sale	8
2.2	Excluded Assets	9
2.3	Assumed Liabilities	9
2.4	Closing	9
ARTICLE III.	CONSIDERATION	11
3.1	Purchase Price	11
3.2	Legend on IMS Common Certificate	11
3.3	Allocation of Purchase Price	11
ARTICLE IV.	REPRESENTATIONS AND WARRANTIES OF SELLER	11
4.1	Organization, Qualification and Authority	12
4.2	No Violations	12
4.3	Real Property	12
4.4	Personal Property	12
4.5	Contracts	12
4.6	Litigation	12
4.7	Intellectual Property	12
4.8	Insurance	12
4.9	Environmental Laws	12
4.10	Tax Returns; Taxes	15
4.11	Affiliate Interests	15
ARTICLE V.	REPRESENTATIONS AND WARRANTIES OF BUYER	16
5.1	Organization, Qualification and Authority	16
5.2	No Violations	16
5.3	Broker’s or Finder’s Fee	16
5.4	Working Capital	17
5.5	IMS Common Stock	17
5.6	Capitalization	17
5.7	Contracts and other Commitments	17
5.8	Registration Rights	18
5.9	Litigation	18
5.10	Absence of Borrowed Indebtedness and Assets; Unclosed Liabilities	18
5.11	Material Liabilities	18
5.12	Environmental Laws	18
5.13	Tax Returns; Taxes	19
5.14	Disclosure	19

ARTICLE VI.	CERTAIN COVENANTS	19
6.1	Further Assurances	19
6.2	Board of Directors	19
6.3	Working Capital	19
6.4	Registration of Shares	20
6.5	Certain Employee Matters	20
6.6	Extension of Health and Dental Insurance	20
6.7	Non-Competition, Non-Disclosure, Non-Solictation	20
6.8	Corporate Existence	22
6.9	Certain Negative Covenants; Misc.	22
6.10	D&O Insurance	24
ARTICLE VII.	INDEMNIFICATION	24
7.1	Indemnification	24
7.2	Indemnification Procedures – Third Party Claims	24
7.3	Indemnification Procedures – Other Claims, Indemnification Generally	26
ARTICLE VIII.	MISCELLANEOUS	26
8.1	Publicity	26
8.2	Entire Agreement	26
8.3	Notices	27
8.4	Non-Assignable Assets	28
8.5	Waivers and Amendments	28
8.6	Survival	28
8.7	Counterparts	28
8.8	Governing Law; Severability	28
8.9	Assignment	28
8.10	Negotiated Agreement	29
8.11	Expenses; Taxes	29
8.12	Third Party Beneficiary	29
8.13	Headings	29


Exhibit A	Copyrights and Trademarks
Exhibit B	Form of Assignment of Domain Name
Exhibit C	Form Bill of Sale
Exhibit D	Form Registration Rights Agreement
Exhibit E	Form Voting Agreement
Exhibit F	Form Stock Pledge and Escrow Agreement
Exhibit G	Form Lock-Up Agreement
Exhibit H	Assignment and Assumption Agreement

	If to Buyer:
	Internet Media Services, Inc.
	4553 Glencoe Ave, Suite 325
	Marina del Rey, California 90292
	Attention: Raymond Meyers
	Telecopy No.: (310) 482-6969

	with a copy to:

	Law Office of Gary A. Agron
	5445 DTC Parkway, Suite 520
	Greenwood Village, Colorado 80111
	Attention: Gary A. Agron
	Telecopy No.: (303) 770-7257

	If to Seller:

	Lester Levin Inc.
	c/o Document Security Systems, Inc.
	28 East Main Street, Suite 1525
	Rochester, New York 14614
	Attention: Patrick White, Chief Executive Officer
	Telecopy No.: (585) 325-2977
	with a copy to:

	Woods Oviatt Gilman LLP
	700 Crossroads Building
	Rochester, NY 14614
	Attention: Gregory W. Gribben, Esq.
	Telecopy No.: (585) 987-2975

	BUYER:

	INTERNET MEDIA SERVICES, INC.


	By: /s/ Raymond Meyers
	Raymond Meyers
	Chief Executive Officer


	SELLER:

	LESTER LEVIN INC.


	By: Patrick White
	Patrick White
	Chief Executive Officer

	ASSIGNORS:

	LESTER LEVIN INC.

	By: /s/ Patrick White
	Patrick White
	President


	Document Security Systems, Inc.

	By: /s/ Patrick White
	Patrick White
	President and Chief Executive Officer

	/s/ Patrick White
	Patrick White, Individually

	ASSIGNEE:

	Internet Media Services, Inc.

	By: /s/ Raymond Meyers
	Raymond Meyers
	President and Chief Executive Officer

	lester levin inc,
	a New York corporation
	By: /s/ Patrick White
	Name: Patrick White
	Title: Chief Executive Officer