8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 8, 2009

DOCUMENT SECURITY SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

New York	001-32146	16-1229730
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

First Federal Plaza, Suite 1525 28 East Main Street Rochester, NY	14614
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (585) 325-3610

Not Applicable

(Former name or former address, if changed since last report.)

  Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On October 8, 2009, Lester Levin Inc., a New York corporation (“LLI”) and wholly owned subsidiary of Document Security Systems, Inc. (the “Company”), entered into an Asset Purchase Agreement with Internet Media Services, Inc., a Delaware corporation (“IMS”), whereby LLI agreed to sell the assets associated with its LegalStore.Com business (“LegalStore”) to IMS (the “Asset Purchase Agreement”).

Pursuant to the Asset Purchase Agreement, LLI agreed to sell to IMS all the assets of LegalStore (the “Acquired Assets”), including, but not limited to, equipment, inventories, contracts, domain names, accounts receivable, and certain cash and cash equivalents. In consideration of the sale and transfer of the Acquired Assets, IMS agreed to issue 7,500,000 shares of common stock, par value $.001 per share, of IMS (“IMS Common Stock”) (the “Purchase Price”) to the Company. In addition to issuing the new IMS Common Stock, LLI agreed to assume certain liabilities associated with LegalStore, including an existing office lease, trade payables and accrued payroll.

Within 180 days of closing, IMS will file a registration statement on Form S-1 with respect to the IMS Common Stock pursuant to the terms of the Asset Purchase Agreement and Registration Rights Agreement (the “Registration Rights Agreement”) executed by IMS and the Company concurrently with the Asset Purchase Agreement. Pursuant to the terms of the Asset Purchase Agreement, Registration Rights Agreement, and the Stock Pledge and Escrow Agreements executed by IMS’ principal shareholders, IMS, LLI and the Company (the “Pledge Agreements”), if IMS fails to secure registration of at least 20% of the IMS Common Stock within 360 days of closing, and to meet certain working capital thresholds contained in the Asset Purchase Agreement, then IMS will be in default. In the event of a default by IMS with respect to the registration of the IMS Common Stock, if IMS has failed to satisfy the working capital requirements provided for in the Asset Purchase Agreement, the Company may take back the collateral, consisting of 12,500,000 shares of IMS Common Stock owned by the IMS shareholders identified in the Pledge Agreements.  If IMS is in default with respect to the registration of IMS Common Stock, and IMS has satisfied the working capital requirements contained in the Asset Purchase Agreement, the Company may take back the collateral, consisting of 5,250,000 shares of IMS Common Stock owned by the IMS shareholders identified in the Pledge Agreements.

In addition to the Asset Purchase Agreement, the Registration Rights Agreement, and the Pledge Agreements, IMS’ principal shareholders, IMS and the Company entered into a voting agreement (the “Voting Agreement”) whereby the principal shareholders of IMS agreed to vote all IMS Common Stock held by them so as to elect two nominees designated by LLI or the Company as members of the IMS Board of Directors.

On October 8, 2009, the transactions contemplated by the Asset Purchase Agreement were closed and in accordance therewith LLI sold the Acquired Assets to IMS in exchange for the IMS Common Stock issued to the Company (the “Transaction”).

The Asset Purchase Agreement, Registration Rights Agreement, the Pledge Agreements and the Voting Agreement are collectively referred to herein as, the "Definitive Agreements."

Copies of the Definitive Agreements relating to the Transaction are filed herewith as Exhibits 2.1 and 10.1 through 10.4, and are incorporated herein by reference. The foregoing summary descriptions of the Definitive Agreements are qualified in their entirety by reference to the full texts of each of such exhibits.

On October 8, 2009, the Company issued a press release regarding the Transaction, a copy of which is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The foregoing information relating to the Transaction is intended only as a summary and is qualified in its entirety by reference to the terms of the Definitive Agreements. The Company has included the Definitive Agreements as exhibits to this report pursuant to Item 601 of the SEC’s Regulation S-K and to provide investors and security holders with the information regarding their terms. It is not intended to provide any other factual or financial information about the Company, LLI, or their respective subsidiaries and affiliates. The representations, warranties and covenants contained in the Definitive Agreements were made only for purposes of this Transaction and those Definitive Agreements and as of specific dates; were solely for the benefit of the parties to the Definitive Agreements; may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Definitive Agreements instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or conditions of the Company, LLI or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Definitive Agreements, which subsequent information may or may not be fully reflected in public disclosures by the Company or LLI.

Item 9.01. Financial Statements and Exhibits.

(d)           Exhibits

Exhibit No.	Description
2.1	Asset Purchase Agreement between Lester Levin Inc. and Internet Media Services, Inc. dated October 8, 2009 (Exhibits and Schedules have been omitted pursuant to Regulation S-K Item 601(b)(2), but will be provided to the SEC upon request).
10.1	Registration Rights Agreement between Document Security Systems, Inc. and Internet Media Services, Inc. dated October 8, 2009

10.2	Stock Pledge and Escrow Agreement between Lester Levin Inc., Document Security Systems, Inc., Internet Media Services, Inc., Raymond Meyers and Manufacturers and Traders Trust Company dated October 8, 2009.
10.3	Stock Pledge and Escrow Agreement between Lester Levin Inc., Document Security Systems, Inc., Internet Media Services, Inc., Michael Buechler and Manufacturers and Traders Trust Company dated October 8, 2009.
10.4	Voting Agreement between Document Security Systems, Inc., Internet Media Services, Inc., Raymond Meyers and Michael Buechler dated October 8, 2009
99.1	Press release of Document Security Systems, Inc. dated October 8, 2009

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  October 14, 2009

DOCUMENT SECURITY SYSTEMS, INC.
By:	/s/ Patrick A. White
	Name:  Patrick A.White
	Title: Chief Executive Officer

EXHIBIT INDEX

Exhibit  Number	Description
2.1	Asset Purchase Agreement between Lester Levin Inc. and Internet Media Services, Inc. dated October 8, 2009 (Exhibits and Schedules have been omitted pursuant to Regulation S-K Item 601(b)(2), but will be provided to the SEC upon request).
10.1	Registration Rights Agreement between Document Security Systems, Inc. and Internet Media Services, Inc. dated October October 8, 2009
10.2	Stock Pledge and Escrow Agreement between Lester Levin Inc., Document Security Systems, Inc., Internet Media Services, Inc., Raymond Meyers and Manufacturers and Traders Trust Company dated October 8, 2009.
10.3	Stock Pledge and Escrow Agreement between Lester Levin Inc., Document Security Systems, Inc., Internet Media Services, Inc., Michael Buechler and Manufacturers and Traders Trust Company dated October 8, 2009
10.4	Voting Agreement between Document Security Systems, Inc., Internet Media Services, Inc., Raymond Meyers and Michael Buechler dated October 8, 2009
99.1	Press release of Document Security Systems, Inc. dated October 8, 2009

EX-2.1

EXHIBIT 2.1

ASSET PURCHASE AGREEMENT

by and between

INTERNET MEDIA SERVICES, INC.,

as Buyer,

and

LESTER LEVIN INC.,

as Seller

Dated October 8, 2009

Table of Contents

			Page
ARTICLE I.		DEFINITIONS	1
	1.1	Definitions	1
ARTICLE II.		PURCHASE AND SALE	4
	2.1	Purchase and Sale	4
	2.2	Excluded Assets	5
	2.3	Assumed Liabilities	6
	2.4	Closing	6
ARTICLE III.		CONSIDERATION	7
	3.1	Purchase Price	7
	3.2	Legend on IMS Common Certificate	7
	3.3	Allocation of Purchase Price	8
ARTICLE IV.		REPRESENTATIONS AND WARRANTIES OF SELLER	8
	4.1	Organization, Qualification and Authority	8
	4.2	No Violations	8
	4.3	Real Property	9
	4.4	Personal Property	9
	4.5	Contracts	9
	4.6	Litigation	9
	4.7	Intellectual Property	9
	4.8	Insurance	9
	4.9	Environmental Laws	10
	4.10	Tax Returns; Taxes	12
	4.11	Affiliate Interests	12
ARTICLE V.		REPRESENTATIONS AND WARRANTIES OF BUYER	12
	5.1	Organization, Qualification and Authority	12
	5.2	No Violations	13
	5.3	Broker’s or Finder’s Fee	13
	5.4	Working Capital	13
	5.5	IMS Common Stock	13
	5.6	Capitalization	14
	5.7	Contracts and other Commitments	14

Table of Contents

			Page
	5.8	Registration Rights	14
	5.9	Litigation	14
	5.10	Absence of Borrowed Indebtedness and Assets; Unclosed Liabilities	14
	5.11	Material Liabilities	15
	5.12	Environmental Laws	15
	5.13	Tax Returns; Taxes	15
	5.14	Disclosure	15
ARTICLE VI.		CERTAIN COVENANTS	16
	6.1	Further Assurances	16
	6.2	Board of Directors	16
	6.3	Working Capital	16
	6.4	Registration of Shares	16
	6.5	Certain Employee Matters	16
	6.6	Extension of Health and Dental Insurance	16
	6.7	Non-Competition, Non-Disclosure, Non-Solictation	17
	6.8	Corporate Existence	18
	6.9	Certain Negative Covenants; Misc.	19
	6.10	D&O Insurance	20
ARTICLE VII.		INDEMNIFICATION	20
	7.1	Indemnification	20
	7.2	Indemnification Procedures – Third Party Claims	21
	7.3	Indemnification Procedures – Other Claims, Indemnification Generally	22
ARTICLE VIII.		MISCELLANEOUS	23
	8.1	Publicity	23
	8.2	Entire Agreement	23
	8.3	Notices	23
	8.4	Non-Assignable Assets	24
	8.5	Waivers and Amendments	24
	8.6	Survival	24
	8.7	Counterparts	25
	8.8	Governing Law; Severability	25

Table of Contents

		Page
8.9	Assignment	25
8.10	Negotiated Agreement	25
8.11	Expenses; Taxes	25
8.12	Third Party Beneficiary	25
8.13	Headings	26

EXHIBITS

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

SCHEDULES

Schedule 2.1(a)	Equipment
Schedule 2.1(b)	Inventory
Schedule 2.1(c)	Contracts
Schedule 2.1(e)	Proprietary Rights
Schedule 2.1 (f)	Trade Accounts Receivable
Schedule 2.1(h)	Cash and Cash Equivalents
Schedule 2.2	Excluded Assets
Schedule 2.3	Assumed Liabilities
Schedule 2.4(a)(v)	Closing Balance Sheet
Schedule 3.3	Purchase Price Allocation
Schedule 4.1	Shareholders of Seller
Schedule 4.2	Consent
Schedule 4.6	Litigation
Schedule 4.7	Intellectual Property
Schedule 4.8	Insurance
Schedule 4.11	Affiliate Interests
Schedule 5.6	IMS Stockholders

ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT (“Agreement”) dated October 8, 2009 (the “Effective Date”), by and among Internet Media Services, Inc., a Delaware corporation (“Buyer”), and Lester Levin Inc., a New York corporation (“Seller”).

RECITALS:

WHEREAS, Seller markets and sells legal supplies, legal forms and legal documents through the Internet Web site named LegalStore.com (the “Business”);

WHEREAS, Seller wishes to sell the certain assets of the LegalStore.com to the Buyer, and Buyer is willing to acquire certain assets of the LegalStore.com;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained in this Agreement and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows:

Article I.  Definitions

1.1           Definitions.  For purposes of this Agreement, the following terms shall have the respective meanings set forth below:

“Affiliate” of any specified Person means (i) any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person and (ii) any 5% stockholder or member of such Person.  For purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agreement” means this Agreement and includes all of the schedules and exhibits annexed hereto.

“Allocation” has the meaning set forth in Section 3.3.

“Acquired Assets” has the meaning set forth in Section 2.1.

“Assignment and Assumption Agreement” has the meaning set forth in Section 2.4(b)(ix).

“Assumed Liabilities” has the meaning set forth in Section 2.3.

“Bill of Sale” means a Bill of Sale from Seller in the form of Exhibit C attached hereto and incorporated by this reference.

“Business” has the meaning set forth in the recitals to this Agreement.

“Business Books and Records” has the meaning set forth in Section 2.1(g).

“By-Laws” has the meaning set forth in Section 5.6.

“Certificate of Incorporation” has the meaning set forth in Section 5.6.

“Closing” means the closing of the purchase and sale of the Acquired Assets contemplated by this Agreement.

“Closing Balance Sheet” means the pro forma balance sheet of the Business dated as of the Closing Date.

“Closing Date” means the Effective Date or such other time as Buyer and Seller mutually agree.

“Code” means the Internal Revenue Code of 1986, as amended.

“Contracts” has the meaning set forth in Section 2.1(c).

“DSS” has the meaning set forth in Section 3.1.

“Effective Date” means the date hereof.

“Encumbrance” means any lien, charge, security interest, mortgage, pledge or other encumbrance of any nature whatsoever.

“Environmental Laws” has the meaning set forth in Section 4.9.

“Equipment” has the meaning set forth in Section 2.1 (a).

“Excluded Assets” means all of the other assets of Seller that are specifically set forth on Schedule 2.2, and are not part of the Acquired Assets.

“Excluded Liabilities” means all liabilities and obligations of Seller, except for Assumed Liabilities set forth in Section 2.3.

“Former Real Property” has the meaning set forth in Section 4.9.

“IMS Common Stock” has the meaning set forth in Section 3.1.

“Indemnification Acknowledgement” has the meaning set forth in Section 7.2(a)(ii).

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“Indemnitee” has the meaning set forth in Section 7.2(a).

“Indemnitor” has the meaning set forth in Section 7.2(a).

 “Inventories” has the meaning set forth in Section 2.1(b).

“Lock-Up Agreement” has the meaning set forth in Section 2.4(b)(vii).

“Losses” means any and all out-of-pocket damages, costs, liabilities, losses (including consequential losses), judgments, penalties, fines, expenses or other costs, including reasonable attorney’s fees, incurred by an Indemnitee.

“Material Adverse Effect” means a material adverse effect on either (i) the assets, operations, personnel, condition (financial or otherwise) or prospects of  Seller, taken as a whole, or (ii) any of Seller’s or Buyer’s (as applicable) ability to consummate the transactions contemplated hereby.

“Notice of Claim” has the meaning set forth in Section 7.2(a)(i).

“Person” means any individual, partnership, limited liability company, limited liability partnership, corporation, association, joint stock company, trust, joint venture, unincorporated organization, governmental entity (or any department, agency or political subdivision thereof) or any other type of legal entity.

“Pledge Agreement” has the meaning set forth in Section 2.4(b)(vi).

“Proprietary Rights” has the meaning set forth in Section 2.1(e).

“Purchase Price” has the meaning set forth in Section 3.1.

“Permits” has the meaning set forth in Section 2.1(d).

“Real Property” has the meaning set forth in Section 4.9.

“Registration Statement” has the meaning set forth in Section 6.5.

“Securities Act” means the Securities Act of 1933, as amended.

“Tax” means any federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, capital gain, intangible, environmental (pursuant to Section 59A of the Code or otherwise), custom duties, capital stock, franchise, employee’s income withholding, foreign withholding, social security (or its equivalent), unemployment, disability, real property, personal property, sales, use, transfer, value added, registration, alternative or add-on minimum, estimated or other tax, including any interest, penalties or additions to tax in respect of the foregoing, whether disputed or not, and any obligation to indemnify, assume or succeed to the liability of any other Person in respect of the foregoing.

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“Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Third Party Claim” means a claim or demand made by any Person who is not a party hereto against an Indemnitee.

“Voting Agreement” has the meaning set forth in Section 2.4(a)(iii).

“Whole Board” means the total number of directors which the Buyer’s Board of Directors would have if there were no vacancies.

Article II.  Purchase and Sale

2.1           Purchase and Sale.  Subject to Section 2.2, Seller agrees to sell, transfer, assign, convey and deliver to Buyer, and Buyer agrees to purchase from Seller, free and clear of all Encumbrances at the Closing for the consideration specified below in Article III,  all right, title and interest of Seller in and to the following properties, assets and rights primarily related to or used or held for use or sale by the Seller in connection with the Business as they exist on the Closing Date (collectively, the “Acquired Assets”):

(a)            All machinery, equipment, tools, vehicles, furniture, furnishings, leasehold improvements, and similar property listed on Schedule 2.1(a), which is attached and incorporated by reference (collectively, the “Equipment”);

(b)            All inventories of raw materials, work in process, finished products, goods, spare parts, replacement and component parts, and office and other supplies (collectively, the “Inventories”) wherever held or stored and as listed on Schedule 2.1(b) to be attached and incorporated by reference as of the close of business on the day immediately preceding the Closing Date;

(c)            All of Seller’s rights under all contracts, commitments, understandings, leases and agreements listed on Schedule 2.1(c) which is attached and incorporated by reference (collectively, the “Contracts”), including security deposits related thereto, Seller’s right to receive payment for products sold pursuant to, and to receive goods and services pursuant to, such contracts and to assert claims and take other rightful actions to enforce the Contracts;

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(d)            To the extent permitted by law, all governmental licenses, permits, approvals, applications or registrations (collectively the “Permits”);

(e)            Any patents, trademarks, service marks or trade names, copyrights, websites, domain names, URL’s and customer lists and databases of Seller, together with all related applications or registrations listed on Schedule 2.1(e) which is attached and incorporated by reference (collectively, the “Proprietary Rights”);

(f)            All trade accounts receivable arising out of the conduct of the Business by the Seller prior to the Closing as listed on the Closing Balance Sheet;

(g)            All books, records, manuals and other materials related solely to the Acquired Assets and the operation of the Business, including sales and advertising materials, sales and purchase correspondence, and customer records and files (the “Business Books and Records”); and

(h)            all cash and cash equivalents in Seller’s account at Bank of America, Account No. 009442661376, as of the Closing Date, as adjusted in Seller’s sole discretion for (i) any uncleared checks and deposits in transit outstanding as of the Closing Date within five (5) business days after the Closing under customary bank reconciliation and (ii) such amounts to cover any bank or credit card fees.

Buyer acknowledges that it has fully inspected the Acquired Assets.  Except as set forth in Article IV, the tangible Assets are being sold to Buyer in their present physical condition, “AS IS,” “WHERE IS,” “WITH ALL FAULTS,” and WITH NO WARRANTIES, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE with respect to the physical condition of the tangible Acquired Assets, and subject to normal wear and tear on the Acquired Assets up to the Closing Date.

2.2           Excluded Assets.  For the avoidance of doubt, the following are not included in the Acquired Assets and Seller is not selling and Buyer is not purchasing or assuming any obligations with respect to the following assets of Seller (the “Excluded Assets”), and following Closing, Buyer will not have any right, title, interest or obligation with respect to the Excluded Assets:

(a)            Cash or cash equivalents, except as provided in Section 2.1(h);

(b)           The corporate seals, certificates of incorporation, minute books, stock books, tax returns, books of account or other records having to do with the corporate organization of Seller and the remaining operations and businesses conducted by Seller;

(c)            The rights to any of Seller’s claims for any federal, state, local or foreign tax refunds; and

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(d)           The assets, properties or rights relating to the remaining operations and businesses conducted by Seller and more fully set forth on Schedule 2.2 attached hereto and incorporated by reference.

2.3           Assumed Liabilities.  Buyer will not assume any liabilities of Seller, known or unknown, contingent or matured, except as described on Schedule 2.3 attached hereto and incorporated by this reference (the “Assumed Liabilities”).

2.4           Closing.  The Closing shall take place on the Closing Date at the offices of Seller, or at such other place or at such other time as Buyer and Seller shall agree.  The parties agree that in the event they do not meet physically to close this transaction that faxed and couriered executed documents shall be acceptable to close this transaction.

(a)            On the Closing Date Seller shall deliver to Buyer the following:

(i)            One or more instruments of assignment and bills of sale dated the Closing Date, in form and substance reasonably satisfactory to Buyer, conveying to Buyer all of Seller’s right, title and interest in and to the Acquired Assets.

(ii)            A Registration Rights Agreement, in the form attached hereto as Exhibit D, executed on behalf of DSS and Seller.

(iii)           A Voting Agreement, in the form attached hereto as Exhibit E, executed on behalf of DSS.

(iv)           Pledge Agreements, in the form attached hereto as Exhibit F, executed on behalf of DSS and Lester Levin Inc.

(v)            Closing Balance Sheet, attached hereto as Schedule 2.4(a)(v).

(b)           On the Closing Date Buyer shall deliver to Seller the following:

(i)             The Purchase Price specified in Section 3.1 below by delivery of certificates representing the IMS Common Stock (defined below) issuable to DSS hereunder.

(ii)            A certificate of an officer duly authorized to provide the same, together with true and correct copies of a resolution of the Board of Directors of Buyer authorizing Buyer to enter into and consummate the transactions contemplated by this Agreement and certified Certificate of Incorporation and By-Laws of Buyer, together with a Good Standing Certificate issued by the State of Delaware, and the names of the other officer or officers of Buyer authorized to sign this Agreement, together with a sample of the true signature of each such officer.

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(iii)            An opinion of counsel to Buyer, dated the Closing Date and addressed to Seller, in form and substance satisfactory to Seller.

(iv)            A Registration Rights Agreement, in the form attached hereto as Exhibit D, executed on behalf of Buyer.

(v)             A Voting Agreement, in the form attached hereto as Exhibit E, executed on behalf of Buyer and the IMS Stockholders.

(vi)            Pledge Agreements, in the form attached hereto as Exhibit F, executed on behalf of the IMS Stockholders.

(vii)           A Lock-Up Agreement, in the form attached hereto as Exhibit G, executed on behalf of the IMS Stockholders.

(viii)        the original stock certificates issued to Buyer’s shareholders representing the IMS Common Stock shares pledged under the Pledge Agreements, to be held by an escrow agent of Seller’s choice.

(ix)           an assignment and assumption agreement with respect to the Assumed Liabilities, in the form attached hereto as Exhibit H.

(c)           On the Closing Date, Seller and Buyer shall deliver to each other the agreements which are required to be executed and delivered under the terms and conditions of this Agreement and in the form attached to this Agreement.

Article III.  Consideration

3.1           Purchase Price.  In consideration of the sale and transfer of the Acquired Assets, on the Closing Date, Buyer shall issue to Seller’s designee, Document Security Systems, Inc., a New York corporation (“DSS”), 7,500,000 shares of newly-issued common stock, par value $.001 per share, of Buyer (“IMS Common Stock”) (the “Purchase Price”), which DSS intends to distribute as part of this transaction in accordance with applicable securities laws.

3.2           Legend on IMS Common Stock Certificate.  Each certificate representing shares issued pursuant to this Agreement shall be endorsed with the following legend:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ITS SUCCESSOR RULE UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT EXEMPTIONS FROM SUCH REGISTRATION ARE AVAILABLE.”

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3.3           Allocation of Purchase Price.  The Purchase Price shall be allocated among the Acquired Assets in the manner set forth in Schedule 3.3.  The Purchase Price shall be deemed for all purposes (e.g., those relating to Taxes and tax returns of any kind whatsoever, including, without limitation, Internal Revenue Service Form 8594) to be allocated in accordance with the allocation schedule to be mutually prepared by Buyer and Seller and attached hereto as Schedule 3.3 within sixty (60) days after the Closing Date.  Neither Buyer, Seller nor any of their affiliates shall take any position (whether in audits, Tax Returns or otherwise) that is inconsistent with such allocation unless required to do so by applicable law.

Article IV.  Representations and Warranties of Seller

As a material inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, Seller represents and warrants to Buyer as follows:

4.1           Organization, Qualification and Authority.  The Seller is a corporation duly organized and validly existing under the laws of the State of New York, and is in good standing and duly qualified to do business as a foreign corporation in all jurisdictions where the operation of its respective business or the ownership of its respective properties make such qualification necessary.  Seller has full power and authority to own, lease and operate their facilities and assets as presently owned, leased and operated, and to carry on their business as they are now being conducted.  Seller owns no capital stock, security, interest or other right, or any option or warrant convertible into the same, of any Person.  The shareholders of Seller as of the date hereof are set forth on Schedule 4.1.  Seller has the full right, power and authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement and to consummate the transactions contemplated hereby.  The execution, delivery and consummation of this Agreement, and all other agreements and documents executed in connection herewith by Seller, have been duly authorized by all necessary action on the part of Seller.  No other action, consent or approval on the part of Seller or any other Person or entity is necessary to authorize each of Seller’s due and valid execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith.  This Agreement and all other agreements and documents executed in connection herewith by Seller, upon due execution and delivery thereof, shall constitute the valid and binding obligations of Seller, enforceable in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general principles of equity.

4.2           No Violations.  Except as set forth on Schedule 4.2 attached hereto, the execution and delivery of this Agreement and the performance by Seller of their obligations hereunder, to the best knowledge of Seller (i) do not and will not conflict with or violate any provision of the articles of incorporation, bylaws, or similar organizational documents of Seller, and (ii) do not and will not (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any Encumbrance upon the capital stock or assets of Seller pursuant to, (d) give any third party the right to modify, terminate or accelerate any obligation under, (e) result in a violation of, or (f) require any authorization, consent, approval, exemption or other action by or notice to any court or administrative, arbitration or governmental body or other third party pursuant to, any law, statute, rule or regulation or any contract, judgment or decree to which Seller is subject or by which any of its assets are bound.

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4.3           Real Property.  Seller does not own any real property, but does lease real property located at 320 North Goodman Street, Suite 209, Rochester, New York 14607.

4.4           Personal Property.  Seller has good and marketable title to the Acquired Assets free and clear of all Encumbrances.

4.5           Contracts.  Except as set forth on Schedule 2.1, Seller is not a party to any contract in which the Acquired Assets are subject.

4.6           Litigation.  Except as set forth on Schedule 4.6 (for which Buyer assumes no liability), Seller has not received notice of any violation of any law, rule, regulation, ordinance or order of any court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality (including, without limitation, legislation and regulations applicable to environmental protection, civil rights, public health and safety and occupational health).  Except as set forth on Schedule 4.6 (for which Buyer assumes no liability), there are no lawsuits, proceedings, actions, arbitrations, governmental investigations, claims, inquiries or proceedings pending or, to each of the Seller’s knowledge, threatened involving Seller, any of the Acquired Assets or the Business, and no reasonable basis exists for the bringing of any such claim.  At Closing, Seller shall indemnify and hold Buyer harmless from any Losses incurred by Buyer as a result of the litigation described on Schedule  4.6.

4.7           Intellectual Property.  All Proprietary Rights owned by Seller, and used in connection with the Business are listed and described in Schedule 4.7.  No proceedings have been instituted or are pending or, to each of the Seller’s knowledge, threatened which challenge the validity of the ownership by Seller of any such Proprietary Rights.  Other than to Buyer, Seller has not licensed anyone to use any such Proprietary Rights and, to each of the Seller’s knowledge, there has been no use or infringement of any of such Proprietary Rights by any other person.

4.8           Insurance.  Seller has in effect and has continuously maintained insurance coverage for all of its operations, personnel and assets, and for the Acquired Assets and the Business.  A complete and accurate list of all such insurance policies is set forth in Schedule 4.8, which policies have previously been provided to Buyer.  Schedule 4.8 also sets forth a summary of Seller’s current insurance coverage (listing type, carrier and limits), and includes a list of any pending insurance claims relating to Seller.  Seller is not in default or breach with respect to any provision contained in any such insurance policies, nor has Seller failed to give any notice or to present any claim thereunder in due and timely fashion.

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4.9           Environmental Laws.  All of the Permits required under Environmental Laws for the operation of the Business have been obtained and maintained in effect in good standing by Seller.  No material change in the facts or circumstances reported or assumed in the applications for such Permits exists. Seller is in compliance, and at all times has complied, with all Environmental Laws applicable to the operations associated with the Business and each of the properties currently owned, leased or operated by Seller (the “Real Property”) and each of the properties formerly owned, leased or operated by Seller (the “Former Real Property”) and with all of the Permits.  Seller is not aware of any violation with respect to any of the Permits, which violations are outstanding or uncured as of the date hereof, and no proceeding is pending, or to Seller’s knowledge, threatened, to revoke or limit any of the Permits.

Seller has not performed or suffered any act which could give rise to, or has otherwise incurred, liability to any Person, including itself, under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq. (“CERCLA”) or any of the Environmental Laws, nor does Seller have notice of any such liability or any claim therefor or submitted notice pursuant to Section 103 of CERCLA to any Governmental Authority nor provided information in response to a request for information pursuant to Section 104(e) of CERCLA or any analogous state or local information gathering authority.

Since November 2005, no Hazardous Substances has been released, placed, dumped, disposed of, manufactured, stored or otherwise come to be located in, on, at, beneath or near any of the Real Property or the Former Real Property or any surface waters or groundwaters thereon or thereunder in excess of the levels prescribed or permitted under Environmental Laws.

To Seller’s knowledge, there have been and are no aboveground or underground storage tanks, polychlorinated biphenyls or asbestos-containing materials located at or within the Real Property or the Former Real Property.

To Seller’s knowledge, none of the Real Property or the Former Real Property is identified or proposed for listing on the National Priorities List under 40 C.F.R. § 300 Appendix B, the Comprehensive Environmental Response Compensation and Liability Inventory System (“CERCLIS”) or any analogous list of any Government Authority and Seller is not aware of any conditions on such properties which, if known to a Governmental Authority, would qualify such properties for inclusion on any such list.

None of the Real Property or the Former Real Property, or any current or previous business operations conducted by Seller, is the subject of any pending or threatened investigation or judicial or administrative proceeding, notice, decree or settlement respecting any actual, potential or alleged violation of any Environmental Law, or any Releases of Hazardous Substances into any surface water, ground water, drinking water supply, soil, land surface or subsurface strata, or ambient air (the “Environment”). Seller has not received from any Governmental Authority, insurance company or other Person, any request for information that Seller is the subject of an investigation under Environmental Laws, notice of any potential or alleged violations of any Environmental Laws or of any proposed order under any Environmental Laws or any order or proposed order requiring any of such parties to prepare studies, action plans, or clean-up strategies in respect of an Environmental Condition on any of the Real Property or the Former Real Property.  Seller has not received notice of any inquiry or investigation by any Person concerning matters regulated by Environmental Laws.

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Seller has not reported any violation of any applicable Environmental Laws to any Governmental Authority.  Since November 2005, no Releases have occurred on any of the Real Property or Former Real Property which would require reporting to any Governmental Authority under any Environmental Laws.

Seller has not sent, transported, or directly arranged for the transport of any garbage, solid waste or Hazardous Substances, whether generated by Seller or another Person, to any site listed on the National Priorities List or proposed for listing on the National Priorities List or to a site included on the CERCLIS list or any analogous state list of sites.

There is not now, nor to Seller’s knowledge has there ever been, on or in any Real Property or Former Real Property, any generation, treatment, recycling, storage or disposal of any hazardous waste, as that term is defined under 40 C.F.R. Part 261 or any state or foreign equivalent, except in accordance with Environmental Laws.

“Hazardous Substances” means and includes any flammable explosives, radioactive materials or hazardous, toxic or dangerous wastes, substances or related materials or any other chemicals, materials or substances, exposure to which is prohibited, limited or regulated by any federal, state, county, regional or local authority including, but not limited to, asbestos, PCBs, petroleum products and by-products (including, but not limited to, crude oil or any fraction thereof, natural gas, natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel, or any mixture thereof), substances defined or listed as “hazardous substances”, “hazardous materials”, ‘‘hazardous wastes”, “toxic substances”, “hazardous air pollutants” or ‘‘waste’’ or similarly identified in, pursuant to, or for purposes of, any Environmental Laws applicable to the operations of the Buyer or Seller’s respective businesses or real property, as applicable, and each of the properties formerly owned, leased or operated by Seller or Buyer, and with all associated permits, as applicable.

“Environmental Laws” means all federal, state and local environmental, health or safety laws, ordinances, regulations, rules of common law or policies regulating Hazardous Substances, including, without limitation, those governing the generation, use, refinement, handling, treatment, removal, storage, production, manufacture, transportation or disposal of Hazardous Substances, to the extent such laws, ordinances, regulations, rules and policies may be in effect from time to time and be applicable to the operations of Buyer or Seller’s respective businesses, or Real Property, as applicable, and each of the properties formerly owned, leased or operated by Seller or Buyer, as applicable, and with all associated permits, including, without limitation, the Hazardous Materials Transportation Act, as now or hereafter amended (49 U.S.C. Section 1801, et seq.); the Resource Conservation and Recovery Act, as now or hereafter amended (42 U.S.C. Section 6901, et seq.); the Toxic Substance Control Act of 1976, as now or hereafter amended (15 U.S.C. Section 2601 et seq.); the Clean Water Act, as now or hereafter amended (33 U.S.C. Section 1251 et seq.); the Clean Air Act, as now or hereafter amended (42 U.S.C. Section 7901 et seq.); any so-called “Superfund” or “Superlien” law; or any other federal, state or local statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance or material.

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4.10           Tax Returns; Taxes.  DSS, on behalf of the consolidated group of which Seller is a member, has filed or will timely file all federal, state and local Tax Returns and Tax reports required by such authorities to be filed through September 30, 2009.  DSS has paid all Taxes, assessments, governmental charges, penalties, interest and fines due or claimed to be due by any federal, state or local authority through September 30, 2009.  There is no pending Tax examination or audit of, nor any action, suit, investigation or claim asserted or, to Seller’s knowledge, threatened against any Seller by any federal, state or local authority; and DSS has not been granted any extension of the limitation period applicable to any Tax claims.  All Taxes, assessments, governmental charges, penalties, interest and fines due or claimed to be due by any federal, state or local authority prior to or after September 30, 2009 by Seller with respect to the operation of the Business prior to the Closing shall be the responsibility of Seller and shall be paid by Seller.

4.11           Affiliate Interests.  Except as set forth on Schedule 4.11, Seller is not a party to any transaction with any Person or Affiliate that establishes any right or interest in any of the Acquired Assets.

Article V.  Representations and Warranties of Buyer

As an inducement to Seller to enter into this Agreement and to consummate the transactions contemplated hereunder, Buyer hereby represents and warrants to Seller and DSS as follows:

5.1           Organization, Qualification and Authority.  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 this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement and to consummate the transactions contemplated on the part of Buyer hereby.  The execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith 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 this Agreement and all other agreements and documents executed in connection herewith.  This Agreement, and all other agreements and documents executed in connection herewith by Buyer, upon due execution and delivery thereof, shall constitute the valid binding obligations of Buyer, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general principles of equity.  Other than Legal Store.Com, Inc., Buyer does not own or control, directly or indirectly, any interest in any other corporation, association, or other business entity.  Buyer is not a participant in any joint venture, partnership, or similar agreement.

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5.2           No Violations.  The execution and delivery of this Agreement and the performance by Buyer of its obligations hereunder (i) do not and will not conflict with or violate any provision of the articles of incorporation or similar organizational documents of Buyer or its subsidiary, and (ii) do not and will not (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any Encumbrance upon the membership interests of Buyer pursuant to, (d) give any third party the right to modify, terminate or accelerate any obligation under, (e) result in a violation of, or (f) require any authorization, consent, approval, exemption or other action by or notice to any court or administrative, arbitration or governmental body or other third party pursuant to, any law, statute, rule or regulation or any contract, order, judgment or decree to which Buyer or its subsidiary is subject or by which any of its assets are bound.

5.3           Broker’s or Finder’s Fee.  Buyer has not employed nor is Buyer liable for the payment of any fee to, any finder, broker, consultant or similar person in connection with the transactions contemplated under this Agreement.

5.4           Working Capital. Buyer represents that it has access to sufficient working capital of at least $200,000 over the six (6) month period immediately following the Closing Date of this Agreement in order to execute the provisions of this Agreement.

5.5           IMS Common Stock.  Buyer represents and warrants that it will deliver to the Seller’s designee the IMS Common Stock free and clear of all mortgages, liens, liabilities, security interests, pledges, restrictions, prior assignments, leases, licenses, charges, claims, defects in title and title and encumbrances of any kind or type whatsoever. 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 IMS.

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5.6           Capitalization.  The total authorized capital stock of Buyer consists of 25,000,000 shares of IMS Common Stock, of which 13,001,000 shares are outstanding as of the date hereof. The current stockholders of Buyer and the amount of IMS Common Stock held by each is set forth on Schedule 5.6 attached hereto. There are no outstanding securities which are convertible into shares of IMS Common Stock, whether such conversion is currently convertible or convertible only upon some future date or the occurrence of some event in the future.  All of such outstanding shares of capital stock are duly authorized, validly issued, fully paid and nonassessable.  No shares of capital stock of Buyer are subject to preemptive rights or any other similar rights of the stockholders of Buyer or any liens or encumbrances imposed through the actions or failure to act of Buyer. As of the Effective Date of this Agreement, (i) there are no outstanding options, warrants, scripts, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of Buyer or any of its subsidiaries, or arrangements by which Buyer or any of its subsidiaries is or may become bound to issue additional shares of capital stock of Buyer or any of its subsidiaries, (ii) there are no agreements or arrangements under which Buyer or any of its subsidiaries are obligated to register the sale of any of its or their securities under the Securities Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by Buyer (or in any agreement providing rights to security holders) that will be triggered by the issuance of the IMS Common Stock  Buyer has furnished to Seller and DSS true and correct copies of Buyer’s and its subsidiary’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), Buyer’s and its subsidiary’s By-laws, as in effect on the date hereof (the “By-Laws”), and the terms of all securities convertible into or exercisable for any capital stock of Buyer and the material rights of the buyers thereof in respect thereto. No further approval or authorization of any stockholder, the Board of Directors of Buyer or others is required for the issuance and sale of the IMS Common Stock.  There are no stockholders agreements, voting agreements or other similar agreements with respect to Buyer’s or its subsidiary’s capital stock to which Buyer is a party or, to the knowledge of Buyer, between or among any of Buyer’s stockholders.

5.7           Contracts and Other Commitments.  Buyer and its subsidiary, Legal Store.Com, Inc., does not have any contract, agreement, lease, commitment, or proposed transaction, written or oral, absolute or contingent.

5.8           Registration Rights. Except as provided in the Registration Rights Agreement, Buyer is not obligated to register under the Securities Act any of its presently outstanding securities or any of its securities that may subsequently be issued.

5.9           Litigation.  Buyer has not received notice of any violation of any law, rule, regulation, ordinance or order of any court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality (including, without limitation, legislation and regulations applicable to environmental protection, civil rights, public health and safety and occupational health).  There are no lawsuits, proceedings, actions, arbitrations, governmental investigations, claims, inquiries or proceedings pending or, to Buyer’s knowledge, threatened involving Buyer or its subsidiary, or any of their assets or capital stock, and no reasonable basis exists for the bringing of any such claim.

5.10         Absence of Borrowed Indebtedness and Assets; Undisclosed Liabilities. Neither Buyer nor its subsidiary have any indebtedness for borrowed money.  Immediately prior to the Closing, Buyer and its subsidiary will have no material tangible assets.  There is no real property owned or leased by Buyer or its subsidiary.  Buyer currently operates out of office space located at 4553 Glencoe Ave., Suite 325, Marina del Rey, California 90292, which is utilized by permission from an unrelated third party for no consideration.  Raymond Meyers and Michael Buechler  are Buyer’s sole employees.

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5.11           Material Liabilities.  Neither Buyer nor its subsidiary have any material liability or obligation, absolute or contingent (individually or in the aggregate), except (i) obligations and liabilities incurred after the date of incorporation in the ordinary course of business that are not material, individually or in the aggregate, and (ii) obligations under contracts made in the ordinary course of business that would not be required to be reflected in financial statements prepared in accordance with generally accepted accounting principles.

5.12           Environmental Laws.  Buyer and its subsidiary are in compliance, and at all times have complied, with all Environmental Laws applicable to them and each of the properties currently owned, leased or operated by them and each of the properties formerly owned, leased or operated by them and with all of the Permits.  Buyer is not aware of any violation with respect to any of the Permits, which violations are outstanding or uncured as of the date hereof, and no proceeding is pending, or to Buyer’s knowledge, threatened, to revoke or limit any of the Permits.

Buyer has not performed or suffered any act which could give rise to, or has otherwise incurred, liability to any Person, including itself, under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq. (“CERCLA”) or any of the Environmental Laws, nor does Buyer have notice of any such liability or any claim therefor or submitted notice pursuant to Section 103 of CERCLA to any Governmental Authority nor provided information in response to a request for information pursuant to Section 104(e) of CERCLA or any analogous state or local information gathering authority.

5.13           Tax Returns; Taxes.  Buyer has conducted no business to date.  Buyer will file all federal, state and local Tax Returns and Tax reports required by such authorities to be filed through September 30, 2009 within 30 days of the Closing.  Buyer has paid all Taxes, assessments, governmental charges, penalties, interest and fines due or claimed to be due by any federal, state or local authority through September 30, 2009.  There is no pending Tax examination or audit of, nor any action, suit, investigation or claim asserted or, to Buyer’s knowledge, threatened against any Buyer by any federal, state or local authority; and Buyer has not been granted any extension of the limitation period applicable to any Tax claims.

5.14           Disclosure. Buyer has provided each Seller and DSS with all the information reasonably available to it without undue expense that each has requested for deciding whether to purchase the IMS Common Stock and all information that Buyer believes is reasonably necessary to enable such Seller and DSS to make such decision.  To the best of Buyer’s knowledge after reasonable investigation, neither this Agreement nor any other written statements or certificates made or delivered in connection herewith contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements herein or therein not misleading.

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Article VI.  Certain Covenants

6.1           Further Assurances.  From time to time after the Closing, the parties agree to cooperate and to execute and deliver such instruments of sale, transfer, conveyance, assignment and delivery, and such consents, assurances, powers of attorney and other instruments as may be reasonably requested by one or more of the other parties or its counsel in order to vest in Buyer all right, title and interest of Seller in and to the Acquired Assets and otherwise in order to carry out the purpose and intent of this Agreement.

6.2           Board of Directors.  Upon the Effective Date of this Agreement, Buyer’s Whole Board shall be expanded to five (5) directors.  Seller shall have the right to nominate for election two (2) of the five (5) directors.  Seller and DSS have informed Buyer that Seller’s and DSS’s nominees for the two director seats are Patrick White and Philip Jones.  At the Closing, Buyer, DSS and the IMS Stockholders shall enter into the Voting Agreement in the Form attached hereto as Exhibit E, in connection with the appointment of said nominees to the Buyer’s board of directors.  In the event any vacancy occurs in a seat designed for a nominee of Seller and DSS, Buyer and its Board of Directors shall take all actions necessary to appoint a successor designated by Seller and DSS to fill such vacancy.

6.3           Working Capital.  Within 180 days of the Effective Date, the Buyer shall raise cash net proceeds from a debt or equity financing of at least $200,000 (the “Initial Financing”).  Buyer shall use the proceeds from the Initial Financing for marketing, working capital and to pay the expenses for registering the shares of IMS Common Stock with the SEC.

6.4           Registration of Shares.  As soon as practicable but not later than 180 days after the Closing Date, Buyer will file, on a best efforts basis, 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 after the Closing Date shall have the Registration Statement covering at least twenty percent (20%) of such shares declared effective, as provided in the Registration Rights Agreement.

6.5           Certain Employee Matters.  Effective as of the Closing Date, Buyer may, but shall not be obligated to offer employment to all or some of Seller’s employees who are actively at work immediately prior to the Closing Date, subject to Buyer’s right to terminate the employment of any such employee(s) at any time and for any reason in its sole discretion.  It is specifically understood that (i) Buyer shall have no obligation to hire any of the Seller’s employees and (ii) no rights or entitlements shall vest in favor of any third party (including any of the Seller’s employees) by virtue of this Agreement.

6.6           Extension of Health and Dental Insurance.  If requested by Buyer, Seller agrees to continue health and dental insurance coverage, at Buyer’s sole expense, for a period of up to three (3) months, for certain employees of Seller that have been offered and accepted employment at Buyer’s company.

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6.7           Non-Competition, Non-Disclosure and Non-Solicitation.  For a period commencing on the Closing Date and ending on the date that is two (2) years after the Closing Date (the “Restricted Period”), and provided that Buyer is not in default of the covenant in Section 6.4 (“Registration of Shares”) of this Agreement, Seller shall, and Seller shall ensure that none of its respective Affiliates shall, engage, directly or indirectly, in any business that markets and sells legal supplies, legal forms and legal documents in the United States (the “Restricted Area”).  For the purposes of this Section 6.7, Business shall not include the sale of “security paper” by the Seller via the Seller’s direct sales channels of via the Internet or other electronic means of communication.  Both Seller and Buyer may actively engage in the selling and marketing of “security paper” throughout the Restricted Period.  By way of further definition and explanation of the foregoing, and without limiting the generality of the foregoing restriction, during such Restricted Period, Seller and none of their respective Affiliates shall devote any time or attention to acquiring, managing, operating, joining, controlling, participating or becoming financially interested in, or being connected with (in any capacity, whether as a partner, stockholder, investor, consultant, independent contractor, agent, representative or otherwise), or providing any direct or indirect financial assistance to, any Person that is engaged, directly or indirectly, in any business that markets and sells legal supplies, legal forms and legal documents within the Restricted Area.  Nothing contained herein, however, shall prohibit the Seller or any of their respective Affiliates from acquiring and owning the IMS Common Stock as contemplated by this Agreement, or from owning and acquiring, for investment purposes only, up to five percent (5%) of the outstanding equity securities of a Person engaged in an activity competitive with the Business if such equity securities of any such Person are available to the general public on a national securities exchange or the over-the-counter market.

Seller hereby acknowledges, covenants and agrees that, from and after the date hereof, it will hold any and all items constituting Business secrets communicated or transmitted to, or otherwise obtained by, it in strictest confidence.  Seller shall not, regardless of the reason therefore, directly or indirectly make use of, exploit, disclose or divulge any Business secrets to any other Person (except to the extent such information is required to be submitted to any Governmental Authority or to any other Person pursuant to subpoena or other court process or as may be permitted herein), or knowingly make any false statement or otherwise commit any act (including contacting any customers of the Business) that could in any way be injurious or detrimental to Buyer, the Business or to Buyer’s use of the Acquired Assets, including, without limitation, Buyer’s image, business or customer relations.

During the Restricted Period, Seller shall not, for its own benefit, or for the benefit of any other Person, or for any reason, accept any business with respect to the Business from, or interfere in any manner with the Buyer’s business relationship with, any customer of Buyer or the Business.  Without limiting the generality of the foregoing, Seller shall not solicit or induce, or attempt to solicit or induce, any business with respect to the Business (directly or indirectly through any Person) from any current customer of the Business.  Furthermore, nothing contained in this Agreement shall be construed to infer that Seller is, in any respect whatsoever, retaining any rights to, or in respect of, the customer list or the Business, or any customer information of the Business for direct or indirect use after the expiration of the Restricted Period, it being understood and agreed that pursuant to this Agreement Buyer is acquiring all of the Seller’s rights thereto without limitation as to time or otherwise.

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During the Restricted Period, Seller shall not shall hire, solicit or induce, or attempt to hire, solicit or induce (directly or indirectly through any Person), for employment, or interfere in any manner with Buyer’s relationship with, any employee, agent, consultant or other representative of Buyer or any of its Affiliates. Except that the Seller may provide reference letters to unemployed former employees.

The invalidity or unenforceability of this Article 6 in any respect shall not affect the validity or enforceability of this Article 6 in any other respect, or of any other provision of this Agreement.  In the event that any provision of this Article 6 shall be held invalid or unenforceable by a court of competent jurisdiction by reason of the geographic or business scope or the duration thereof or for any other reason, such invalidity or unenforceability shall attach only to the particular aspect of such provision found invalid or unenforceable as applied and shall not affect or render invalid or unenforceable any other provisions of this Article 6 or the enforcement of such provision in other circumstances, and, to the fullest extent permitted by law, this Article 6 shall be construed as if the geographic or business scope or the duration of such provision or other basis on which such provision has been challenged had been more narrowly drafted so as not to be invalid or unenforceable.

Seller acknowledges and agrees that the agreements and covenants contained in this Article 6 are of a unique and valuable nature and may, if breached, result in irreparable damage to Buyer that may not be readily susceptible to monetary valuation; and, accordingly, in the event of the breach of any covenant or agreement contained in this Article 6, Buyer shall be entitled to seek and obtain injunctive or other equitable relief, in addition to any other remedies provided by law or equity, in furtherance of the enforcement thereof.  In no event shall the amount or value of any consideration paid or given by Buyer for the covenants and agreements contained in this Article 6, or otherwise in connection with this Agreement, be used to determine the scope or extent of damages suffered by Buyer in the event of a breach by Seller of such covenants and agreements.

6.8           Corporate Existence; Reporting Status.

(a) So long as Seller or DSS beneficially owns any IMS Common Stock, Buyer shall maintain its corporate existence and that of Legal Store.Com, Inc. in good standing;

(b) Buyer shall register its class of common stock with the SEC under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), no later than eighteen months after the date hereof and file with the SEC in a timely manner all reports and other documents required of the Company under the Exchange Act so long as Seller or DSS beneficially owns any IMS Common Stock; and

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(c) Buyer shall have its class of common stock approved for quotation on the OTCBB or for listing on a national securities exchange no later than 360 days from the date hereof and to maintain such listing or quotation so long as Seller or DSS beneficially owns any IMS Common Stock;

6.9           Certain Negative Covenants; Misc.  Until the earlier to occur of (x) 2 years from the Effective Date and (y) the time that the Registration Statement is declared effective by the SEC, without the approval of two-thirds of Buyer’s Whole Board, which shall include during such time at least two directors designated by DSS.  The Buyer shall not, and shall not permit any of its subsidiaries to, directly or indirectly:

(a)            pay, declare or set apart for such payment, any dividend or other distribution (whether in cash, property or other securities) on shares of capital stock or directly or indirectly or through any subsidiary of Buyer make any other payment or distribution in respect of its capital stock;

(b)            redeem, repay, repurchase or otherwise acquire (whether for cash or in exchange for property or other securities or otherwise) in any one transaction or series of related transactions any shares of capital stock of Buyer or its subsidiary or any warrants, rights or options to purchase or acquire any such shares;

(c)            enter into, create, incur, assume, guarantee or suffer to exist any indebtedness for borrowed money of any kind, including but not limited to, a guarantee, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom;

(d)            Except for the IMS Common Stock to be issued to Seller pursuant to the Agreement, neither Buyer nor any subsidiary shall issue shares of capital stock of the Buyer or  any securities of the Buyer or its subsidiaries which would entitle the holder thereof to acquire, directly or indirectly, at any time capital stock of the Buyer, including without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive,  capital stock of the Buyer;

(e)            Enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s officers, directors, employees, persons who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own ten percent (10%) or more of the IMS Common Stock, or Affiliates of any thereof, or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a ten percent (10%) or more beneficial interest, except for customary employment arrangements and benefit programs and director compensation on reasonable terms;

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(f)             Increase the size of Buyer’s Whole Board to more than five (5) directors;

(g)            Effect any sale, lease, assignment, transfer, exclusive license or other conveyance of all or substantially all of the assets of the Buyer or any of its subsidiaries or any domain name(s), including legalstore.com, acquired as part of this Agreement, or effect any consolidation or merger involving the Buyer or any of its subsidiaries, or effect any reclassification or other change of any stock or any recapitalization of the Buyer or any of its subsidiaries;

(h)             Effect any amendment of its Certificate of Incorporation or By-Laws;

(i)              Use any proceeds from the Initial Financing (i) to repay any of its corporate debt or other indebtedness, (ii) to redeem any of its Common Stock or other securities, (iii) to settle any outstanding litigation, or (iv) to repay any debt or obligation to any officer, director or manager of Buyer, including but not limited to Buyer’s president, chief executive officer, chief financial officer and chief operations officer, and any of their affiliates or family members;

(j)              Operate the Business out of any location other than the existing Rochester, New York facility; or

(k)             enter into any agreement with respect to any of the foregoing.

6.10  D&O Insurance.  Upon the effectiveness of the Registration Statement, the Buyer shall maintain a director’s and officer’s insurance policy in the amount of at least $1.0 million.

Seller acknowledges that Buyer would not have completed the transaction contemplated by this Agreement absent the covenants and agreements set forth in this Article 6.

Article VII.  Indemnification

7.1           Indemnification.

(a)             By Seller.  Seller shall indemnify and hold harmless Buyer, and its officers, directors, shareholders, employees, Affiliates and agents, at all times from and after the Closing Date, against and in respect of Losses arising from: (i) any breach of any of the representations or warranties made by Seller in this Agreement (without regard to any materiality qualification contained in any such representation or warranty); (ii) any breach of the covenants and agreements made by Seller in this Agreement or any exhibit hereto delivered by Seller in connection with the Closing; (iii) any Excluded Liabilities; and (iv) any Excluded Assets up to a maximum aggregate amount with respect  to all such claims under this Section 7.1(a), of Three Hundred Thousand Dollars ($300,000);

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(b)           By Buyer.  Buyer shall indemnify and hold harmless Seller and their respective directors, officers, employees, Affiliates and agents at all times from and after the Closing Date against and in respect of Losses arising from or relating to: (i) any breach of any of the representations or warranties made by Buyer in this Agreement (without regard to any materiality qualification contained in any such representation or warranty); (ii) any breach of the covenants and agreements made by Buyer in this Agreement or any exhibit hereto delivered by Buyer in connection with the Closing; (iii) any Assumed Liabilities; and (iii) the ownership of the Acquired Assets and operation of the Business after the Closing Date.

7.2           Indemnification Procedures – Third Party Claims.

(b)           The rights and obligations of a party claiming a right of indemnification hereunder (each, an “Indemnitee”) from a party to this Agreement (each, an “Indemnitor”) in any way relating to a third party claim shall be governed by the following provisions of this Section 7.2.

(i)           The Indemnitee shall give prompt written notice to the Indemnitor of the commencement of any claim, action suit or proceeding, or any threat thereof, or any state of facts which Indemnitee determines will give rise to a claim by the Indemnitee against the Indemnitor based on the indemnity agreements contained in this Agreement setting forth, in reasonable detail, the nature and basis of the claim and the amount thereof, to the extent known, and any other relevant information in the possession of the Indemnitee (a “Notice of Claim”).  The Notice of Claim shall be accompanied by any relevant documents in the possession of the Indemnitee relating to the claim (such as copies of any summons, complaint or pleading which may have been served and, or any written demand or document evidencing the same).  No failure to give a Notice of Claim shall affect, limit or reduce the indemnification obligations of an Indemnitor hereunder, except to the extent such failure actually prejudices such Indemnitor’s ability successfully to defend the claim, action, suit or proceeding giving rise to the indemnification claim.

(ii)           In the event that an Indemnitee furnishes an Indemnitor with a Notice of Claim, then upon the written acknowledgment by the Indemnitor given to the Indemnitee within 30 days of receipt of the Notice of Claim, stating that the Indemnitor is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that as between the Indemnitor and the Indemnitee, and that the claim covered by the Notice of Claim is subject to this Article VII (an “Indemnification Acknowledgment”), then the claim covered by the Notice of Claim may be defended by the Indemnitor, at the sole cost and expense of the Indemnitor; provided, however, that the Indemnitee is authorized to file any motion, answer or other pleading that may be reasonably necessary or appropriate to protect its interests during such 30 day period.  However, in the event the Indemnitor does not furnish an Indemnification Acknowledgment to the Indemnitee or does not offer reasonable assurances to the Indemnitee as to Indemnitor’s financial capacity to satisfy any final judgment or settlement, the Indemnitee may, upon written notice to the Indemnitor, assume the defense (with legal counsel chosen by the Indemnitee) and dispose of the claim, at the sole cost and expense of the Indemnitor.  Notwithstanding receipt of an Indemnification Acknowledgment, the Indemnitee shall have the right to employ its own counsel in respect of any such claim, action, suit or proceeding, but the fees and expenses of such counsel shall be at the Indemnitee’s own cost and expense, unless (A) the employment of such counsel and the payment of such fees and expenses shall have been specifically authorized by the Indemnitor in connection with the defense of such claim, action, suit or proceeding or (B) the Indemnitee shall have reasonably concluded based upon a written opinion of counsel that there may be specific defenses available to the Indemnitee which are different from or in addition to those available to the Indemnitor, in which case the costs and expenses incurred by the Indemnitee shall be borne by the Indemnitor.

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(iii)           The Indemnitee or the Indemnitor, as the case may be, who is controlling the defense of the claim, action, suit or proceeding, shall keep the other fully informed of such claim, action, suit or proceeding at all stages thereof, whether or not such party is represented by counsel.  The parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such claim, action, suit or proceeding.  Subject to the Indemnitor furnishing the Indemnitee with an Indemnification Acknowledgment in accordance with Section 7.2(a)(ii), the Indemnitee shall cooperate with the Indemnitor and provide such assistance, at the sole cost and expense of the Indemnitor, as the Indemnitor may reasonably request in connection with the defense of any such claim, action, suit or proceeding, including, but not limited to, providing the Indemnitor with access to and use of all relevant corporate records and making available its officers and employees for depositions, pre-trial discovery and as witnesses at trial, if required.  In requesting any such cooperation, the Indemnitor shall have due regard for, and attempt to not be disruptive of, the business and day-to-day operations of the Indemnitee and shall follow the requests of the Indemnitee regarding any documents or instruments which the Indemnitee believes should be given confidential treatment.

(c)           The Indemnitor shall not make or enter into any settlement of any claim, action, suit or proceeding which Indemnitor has undertaken to defend, without the Indemnitee’s prior written consent (which consent shall not be unreasonably withheld or delayed)), unless there is no obligation, directly or indirectly, on the part of the Indemnitee to contribute to any portion of the payment for any of the Losses, the Indemnitee receives a general and unconditional release with respect to the claim (in form, substance and scope reasonably acceptable to the Indemnitee), there is no finding or admission of any violation of law by, or effect on any other claim that may be made against the Indemnitee and, in the reasonable judgment of the Indemnitee, the relief granted in connection therewith is not likely to have a Material Adverse Effect on the Indemnitee or the Indemnitee’s reputation or prospects.

(d)           Any claim for indemnification that may be made under more than one subsection under Section 7.1 may be made under the subsection that the claiming party may elect in its sole discretion, notwithstanding that such claim may be made under more than one subsection.

7.3           Indemnification Procedures – Other Claims, Indemnification Generally.

(e)           A claim for indemnification for any matter not relating to a third party claim under Section 7.2 may be asserted by giving reasonable notice directly by the Indemnitee to the Indemnitor.  The Indemnitee shall afford the Indemnitor access to all relevant corporate records and other information in its possession relating thereto.

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(f)           If any party becomes obligated to indemnify another party with respect to any claim for indemnification hereunder and the amount of liability with respect thereto shall have been finally determined, the Indemnitor shall pay such amount to the Indemnitee in immediately available funds within ten days following written demand by the Indemnitee.

Article VIII.  Miscellaneous

8.1           Publicity.  No press release or other public announcement concerning this Agreement or the transactions contemplated hereby shall be made without advance approval thereof by Seller and Buyer, except as required by law.

8.2           Entire Agreement.  This Agreement and the schedules and exhibits delivered in connection herewith constitute the entire agreement of the parties with respect to the subject matter hereof, and supersedes all other agreements between the parties.  The representations, warranties, covenants and agreements set forth in this Agreement and in any schedules or exhibits delivered pursuant hereto constitute all the representations, warranties, covenants and agreements of the parties hereto and upon which the parties have relied, and except as specifically provided herein, no change, modification, amendment, addition or termination of this Agreement or any part thereof shall be valid unless in writing and signed by or on behalf of the party to be charged therewith.

8.3           Notices.  Any and all notices or other communications or deliveries required or permitted to be given or made pursuant to any of the provisions of this Agreement shall be deemed to have been duly given or made for all purposes if (i) hand delivered, (ii) sent by a nationally recognized overnight courier for next business day delivery or (iii) sent by telephone facsimile transmission (with prompt oral confirmation of receipt) as follows:

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

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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

or at such other address as any party may specify by notice given to the other party in accordance with this Section 7.3.  The date of giving of any such notice shall be the date of hand delivery, the business day sent by telephone facsimile, and the day after delivery to the overnight courier service.

8.4           Non-Assignable Assets.  Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not constitute an agreement to transfer, sublease or assign any Contract if any such attempted transfer, sublease or assignment without the consent of any third party would constitute a breach thereof or would in any way materially and adversely affect the rights of Buyer or the obligations of Seller thereunder following the Closing.  Seller shall use commercially reasonable efforts to obtain the consent of any third party or parties to such transfer, sublease or assignment in all cases in which such consent is required.

8.5           Waivers and Amendments.  This Agreement may be amended, superseded, canceled, renewed or extended and the terms hereof may be waived only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance.

8.6           Survival.  The representations and warranties contained in Sections 4.1, 4.2, 4.4, 5.1, 5.2, 5.5 and 5.6 shall survive the Closing indefinitely. All of the other representations and warranties contained in Articles IV and V of this Agreement shall survive the Closing until eighteen months from the date hereof. Notwithstanding the foregoing if at the stated expiration of any representation and warranty there shall then be pending any indemnification claim by a Person made in accordance with the terms hereof, such Person shall continue to have the right to pursue indemnification as provided herein with respect to such claim notwithstanding such expiration. All covenants and agreements made in this Agreement shall survive the Closing indefinitely (subject to any temporal limitation expressly provided for in any such covenants and agreements).

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8.7            Counterparts.  This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

8.8            Governing Law; Severability.  This Agreement shall be governed by, and construed in accordance with the internal Laws of the State of New York, without reference to the choice of law or conflicts of law principles thereof.  The parties hereby irrevocably (a) submit themselves to the non-exclusive jurisdiction of the state and federal courts sitting in Monroe County, New York and (b) waive the right and hereby agree not to assert by way of motion, as a defense or otherwise in any action, suit or other legal proceeding brought in any such court, any claim that it, he or she is not subject to the jurisdiction of such court, that such action, suit or proceeding is brought in an inconvenient forum or that the venue of such action, suit or proceeding is improper.  Each party irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 8.3.  EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

8.9            Assignment.  This Agreement shall be binding upon, and inure to the benefit of, the parties and their respective heirs, administrators, successors and permitted assigns.  Neither this Agreement nor any rights or obligations hereunder shall be assignable by either party; provided that Buyer may assign its rights under this Agreement, subject to the covenants in Article VI of this Agreement, (i) as security to any lender providing financing for the transactions contemplated hereby (and any replacement thereof) and (ii) following the Closing in connection with a sale of all or substantially all of the Business.

8.10           Negotiated Agreement.  The parties hereby acknowledge that the terms and language of this Agreement were the result of negotiations among the parties and, as a result, there shall be no presumption that any ambiguities in this Agreement shall be resolved against any particular party.  Any controversy over construction of this Agreement shall be decided without regard to events of authorship or negotiation.

8.11           Expenses; Taxes.  Each of Buyer and Seller shall bear all of their own expenses in connection with the execution, delivery and performance of this Agreement and the transactions contemplated hereby, including without limitation all fees and expenses of its agents, representatives, counsel and accountants.  Any sales, transfer or similar taxes owing from the transfer of the Acquired Assets shall be paid by Buyer.

8.12           Third Party Beneficiary.  DSS shall be a third party beneficiary of the representations and warranties, covenants, and other agreements between Buyer and Seller contained herein.

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8.13           Headings.  The headings contained in this Agreement have been inserted for convenience of reference only and shall in no way restrict or modify any of the terms or provisions hereof.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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

BUYER:
INTERNET MEDIA SERVICES, INC.
By:	/s/ Raymond Meyers
	Raymond Meyers
	Chief Executive Officer
SELLER:
LESTER LEVIN INC.
By:	/s/ Patrick White
	Patrick White
	Chief Executive Officer

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EX-10.1

EXHIBIT 10.1

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) is entered into as of this 8th day of October, 2009, by and among Internet Media Services, Inc., a company organized under the laws of the State of Delaware (the “Company”), and Document Security Systems, Inc., a New York corporation (“DSS”) which is acquiring shares of the Company’s Common Stock pursuant to the Asset Purchase Agreement (as defined in paragraph 2).

Recital

In connection with the Asset Purchase Agreement (as defined below), the Company and DSS wish to enter into this Agreement in order to confer upon DSS rights to register under the Securities Act of 1933, as amended (the “Act”) the shares of the Company ‘s Common Stock issued pursuant to the Asset Purchase Agreement.

Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.

Agreement

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises, covenants, and conditions set forth below, the Company and DSS hereby agree as follows:

1. Registration Rights of Purchasers

The Company hereby grants to DSS the Registration Rights contained herein. The Company and DSS agree that the registration rights provided herein, and the Asset Purchase Agreement set forth the sole and entire agreement on such subject matter between the Company and DSS.

2. Definitions

As used in this Agreement (including the recitals hereto):

(a)           The terms “register,” “registered” and “registration” refer to a registration effected by preparing and filing a registration statement in compliance with the Act, and the declaration or ordering of the effectiveness of such registration statement or such other procedure as may hereafter be required to permit the public offering of securities under the Act;

(b)           The term “Company” refers to Internet Media Services, Inc., a corporation organized under the laws of the State of Delaware, and to any successor of the Company;

(c)           The term “Asset Purchase Agreement” means that certain Asset Purchase Agreement dated of even date herewith between Lester Levin Inc., a New York corporation (“LLI”) and the Company, to which this Agreement is attached as Exhibit D by and between the Company and the signatories thereto, whereby the Company is selling Shares to DSS;

(d)           The term “Registrable Securities” means (a) any and all of the shares of the Company’s Common Stock issued to DSS pursuant to the Asset Purchase Agreement (the “Shares”), (b) any Common Stock of the Company issued as a dividend or other distribution with respect to, or in exchange or in replacement of, the Shares; provided, however, that any Registrable Securities disposed of by any Holder or person pursuant to one or more registration statements under the Act (including a transaction pursuant to a registration statement under this Agreement), or pursuant to Rule 144 promulgated under the Act shall thereafter cease to be Registrable Securities hereunder;

(e)           The term “Holder” means any Purchaser of Registrable Securities under the Asset Purchase Agreement or any permitted transferee of Registrable Securities

(f)            The term “Common Stock means the Company’s common stock, par value $.001 per share.

(g)           The term "Registration Statement(s)" means a registration statement(s) of the Company under the Act.

3. Registration

(a)           Registration Statement.

(i)  Promptly following the Closing but no later than one-hundred and eighty (180) days after the Closing Date, the Company shall prepare and file with the Securities and Exchange Commission (“SEC”) one Registration Statement on Form S-1 (or, such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to DSS’s consent) (the "Intial Registration Statement"), covering the resale of all the Registrable Securities and the dividend of all the Registrable Securities to DSS’s shareholders (the "Target Registration Amount").

(ii)  In the event that any Registration Statement filed hereunder shall (when combined with any previous Registration Statements that are current and effective) register a number of shares of Common Stock which less than the Target Registration Amount (a “Target Registration Shortfall”), then the unregistered portion of the Target Registration Amount (the “Target Registration Shortfall Amount”) shall be included in the next Additional Registration Statement (in accordance with Section 3(c) below).

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(iii) Any Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statements shall not include any shares of Common Stock or other securities for the account of any other holder without the prior written consent of DSS. The Registration Statements (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to DSS and its counsel at least five (5) business days prior to its filing or other submission.

(b)           Expenses. The Company will pay all expenses associated with each registration, including filing and printing fees, the Company’s counsel and accounting fees and expenses, costs associated with clearing the Registrable Securities for sale under applicable state securities laws and listing fees, but excluding discounts, commissions, fees of underwriters, selling brokers, dealer managers or similar securities industry professionals with respect to the Registrable Securities being sold, transfer taxes, the fees and expenses of counsel to DSS and DSS’s other out-of-pocket expenses in connection with the registration.

(c)           Effectiveness.

(i) The Company shall use commercially reasonable efforts to have a Registration Statement covering the Target Registration Amount as soon as practicable.  Notwithstanding anything to the contrary herein, the Company shall have the Registration Statement declared effective with respect to at least twenty percent (20%) of the Registrable Securities as soon as practicable but no later than October 1, 2010.

(ii) In the event of a Target Registration Shortfall (the date of each of which is referred to as a “Registration Trigger Date”), the Company shall file a new Registration Statement (an “Additional Registration Statement”), so as to cover the remaining Registrable Securities as of the Registration Trigger Date.  The Company shall prepare and file each Additional Registration Statement as soon as practicable following any Registration Trigger Date, but not later than not later than the later of (i) the date that is sixty (60) days after the date substantially all (as such term is then interpreted by the SEC) of the Registrable Securities registered under the immediately preceding Registration Statement are sold and (ii) the date that is six (6) months following the date of effectiveness of the most recently effective Registration Statement or Additional Registration Statement filed hereunder. The Company shall use its commercially reasonable efforts to cause such new Registration Statement to become effective within ninety (90) days filing.

(iii)  Each Registration Statement shall remain effective so long as is necessary to permit DSS to distribute the Registrable Securities to its shareholders or otherwise without further registration.  The Company shall notify DSS by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after any Registration Statement is declared effective and shall simultaneously provide DSS with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby.

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4. Due Diligence Review; Information.

The Company shall make available, during normal business hours, for inspection and review by the Holders, advisors to and representatives of the Holders, all financial and other records, all SEC filings, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Holders or any such representative, advisor or underwriter in connection with any Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of any Registration Statement for the sole purpose of enabling the Holders and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of any Registration Statement.

5. Registration Procedures

In connection with the registration of shares of Registrable Securities, the Company will at its expense:

(a)           Prepare and file with the SEC any Registration Statements with respect to such Registrable Securities and use its best efforts to cause such Registration Statements to be declared and remain effective until the securities covered by such Registration Statement have been sold, and, as expeditiously as possible, prepare and file with the SEC such amendments to such Registration Statement and supplements to the prospectus contained therein as may be necessary to effect compliance with the Act and to keep such Registration Statement effective until the securities covered by it have been sold;

(b)           As expeditiously as possible, furnish to the Holders of Registrable Securities participating in such registration such reasonable number of copies of the Registration Statements, exhibits and amendments thereto, preliminary prospectus, final prospectus and such other documents as such underwriters and/or Holders of Registrable Securities may reasonably request in order to facilitate the public offering of such securities, but only while the Company is required under the provisions hereof to keep the Registration Statements effective.  The Company consents to the use of the prospectus or any amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such prospectus or any supplement thereto.

(c)           Use its best efforts to register or qualify the securities covered by such Registration Statements under such state securities or blue sky laws of such jurisdictions as such participating Holders may reasonably request within 30 days following the original filing of such Registration Statements and to do any and all other acts and things that may be reasonably necessary or desirable to enable the selling Holders to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by the selling Holder;

(d)           Notify the Holders participating in such registration, promptly after it shall receive notice thereof, of the time when such Registration Statement has become effective or a supplement to any prospectus forming a part of such Registration Statement has been filed;

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(e)           Notify in writing such Holders promptly (i) of any comments by the SEC with respect to such Registration Statement or prospectus, or any request by the SEC for the amending or supplementing thereof or for additional information with respect thereto, (ii) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or prospectus or any amendment or supplement thereto or the initiation of any proceedings for that purpose, (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.

(f)           Prepare and file with the SEC promptly upon the request of any such Holders, any amendments or supplements to such Registration Statement or prospectus which, in the reasonable opinion of counsel for such Holders, is required under the Act or the rules and regulations thereunder in connection with the distribution of the Registrable Securities by such Holders;

(g)           Prepare and promptly file with the SEC, and promptly notify such Holders of the filing of such amendment or supplement to such Registration Statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Act, any event has occurred as the result of which any such prospectus or any other prospectus as then in effect would include a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading;

(h)           In case any of such Holders or any underwriter for any such Holders is required to deliver a prospectus at a time when the prospectus then in effect may no longer be used under the Act, prepare promptly upon request such amendment or amendments to such Registration Statement and such prospectus or prospectuses as may be necessary to permit compliance with the requirements of the Act;

(i)           Advise such Holders, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such Registration Statement or any post-effective amendment thereto or the initiation or threatening of any proceeding for the purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain at the earliest practicable date its withdrawal if such stop order should be issued;

(j)           Not file any Registration Statement or any amendment or supplement to such Registration Statement or prospectus to which counsel for a majority in interest of such Holders has reasonably objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Act or the rules and regulations thereunder, after having furnished a copy thereof to such counsel at least five (5) business days prior to the filing thereof; provided, however, that the failure of counsel for such Holders to review or object to any amendment or supplement to such Registration Statement or prospectus shall not affect the rights of Holder-Underwriters under Section 7(a) hereof;

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(k)           At the request of any such Holder and to each underwriter, if any, furnish on the effective date of the Registration Statement the letter specified in subparagraph (ii) below, and, on the effective date, or, if the registration includes an underwritten public offering, at such closing, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, addressed to the Holder or Holders making such request, covering such matters with respect to any Registration Statement, the prospectus and each amendment or supplement thereto, proceedings under state and federal securities laws, other matters relating to the Company, the securities being registered and the offer and sale of such securities as are customarily the subject of the opinions of issuer’s counsel provided to underwriters in underwritten public offerings, and (ii) a letter dated each such date, from the independent certified public accountants of the Company, addressed to the underwriters, if any, and to the Holder or Holders making such request, stating that they are independent certified public accountants within the meaning of the Act and that in the opinion of such accountants the financial statements and other financial data of the Company included in the Registration Statement or the prospectus or any amendment or supplement thereto comply in all material respects with the applicable accounting requirements of the Act, and additionally covering such other financial matters, including information as to the period ending not more than five (5) business days prior to the date of such letter with respect to such Registration Statement and prospectus, as the underwriters or such requesting Holder or Holders may reasonably request;

(l)           Refrain from making any sale or distribution of its equity securities, for the sale of such securities, during the period commencing seven (7) days prior to, and expiring 90 days after, the date any registration statement becomes effective and to obtain from each officer, director, shareholder owning 5% or more of the Company’s outstanding equity securities a commitment substantially equivalent to that contained in this Section 5(l) hereof;

(m)           Otherwise use its best efforts to comply with all applicable rules and regulations of the SEC;

(n)           Provide a transfer agent and registrar (which may be the same entity) for the shares of the Company ‘s Common Stock;

(o)           Issue to any underwriter to which any Holder may sell shares in such offering certificates evidencing shares of the Company’s Common Stock; and

(p)           List the Registrable Securities being registered on any national securities exchange on which any shares of the Company’s Common Stock is listed or, if any shares of the Company’s common stock are not listed on a national securities exchange, qualify the Registrable Securities being registered for inclusion on the OTC Bulletin Board, or a successor quotation system.

(q)           Deliver promptly to each Holder participating in the offering copies of all correspondence between the SEC and the Company, its counsel or auditors and all memoranda relating to discussions with the SEC or its staff with respect to any Registration Statement and permit each Holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the Registration Statement as it deems reasonably necessary. Such investigation shall include access to books, and properties and opportunities to discuss the business of the Company with its officers and independent auditors.

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6. Delay of Registration

No Holder shall have any right to take any action to restrain, enjoin, or otherwise delay any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Agreement.

7. Indemnification

In the event any Registrable Securities are included in a Registration Statement under this Agreement:

(a)           To the extent permitted by law, the Company will indemnify and hold harmless each Holder (and, if applicable, each officer, director and/or general partner of such Holder) of Registrable Securities with respect to which a Registration Statement has been filed under the Act pursuant to this Agreement, each underwriter of any of the Registrable Securities included in such Registration Statement, and each person, if any, who controls any such Holder or underwriter within the meaning of Section 15 of the Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act “) (hereinafter collectively referred to as the “ Holder-Underwriters”), and to reimburse each such Holder-Underwriter, with respect to the following:

(i)           against any loss, liability (joint or several), claim, damage and expense arising out of any misstatement of a material fact or alleged misstatement of a material fact contained in such Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, unless such misstatement of a material fact or omission was made in reliance upon and in conformity with written information furnished to the Company by any Holder expressly for use in connection with such registration; or

(ii)           against any legal or other expenses reasonably incurred by the Holder-Underwriters in connection with investigating or defending any such loss, claim, damage, liability, or action provided, however, this Section 7(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the written consent of the Company (which consent shall not be unreasonably withheld).

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In no case shall the Company be liable under this indemnity agreement with respect to any loss, liability, claim, damage or expense with respect to any claim made against any Holder-Underwriter unless the Company shall be notified in writing or otherwise becomes aware of the nature of the claim within a reasonable time after such Holder-Underwriter’s knowledge of the assertion thereof, but failure to so notify the Company shall not relieve the Company from any liability which it may have otherwise than on account of this indemnity agreement. In case of any such notice the Company shall be entitled to participate at its expense in the defense or, if it so elects within a reasonable time after receipt of such notice, to assume the defense of any suit brought to enforce any such claim; but if it so elects to assume the defense such defense shall be conducted by counsel chosen by it and approved by the Holder-Underwriter or Holder-Underwriters and other defendant or defendants, if any, in any suit so brought, which approval shall not be unreasonably withheld. In the event that the Company elects to assume the defense of any suit and retain such counsel and such defense is diligently pursued the Holder-Underwriter or Holder-Underwriters and other defendant or defendants, if any, in the suit, shall bear the fees and expenses of any additional counsel thereafter retained by them other than for the reasonable cost of monitoring such defense; provided, however, that in the event of any conflict of interest between the Company and any Holder that requires the Holder to retain separate counsel, the Company shall bear the fees and expenses of such separate counsel.

(b)           To the extent permitted by law, each Holder severally will indemnify and hold harmless the Company, each officer and director of the Company, each person, if any, who controls the Company within the meaning of Section 15 of the Act, each underwriter of Registrable Securities included in any Registration Statement which has been filed under the Act pursuant to this Agreement, each person, if any, who controls such underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, each other Holder, and each person controlling such other Holder within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any loss, liability, claim, damage and expense described in subparagraphs (a)(i) through (a)(ii), inclusive, of this Section 7, but only with respect to and to the extent such loss, liability, claim, damage or expense arises out of or is caused by a misstatement of a material fact or omission or alleged misstatement of a material fact or omission made in such Registration Statement, preliminary prospectus, final prospectus, or any amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company by such Holder expressly for use in connection with such registration; provided, however, that the obligations of each such Holder hereunder shall be limited to an amount equal to the net proceeds to such Holder of Registrable Securities sold as contemplated herein. In case any action shall be brought against the Company or any person so indemnified pursuant to the provisions of this subparagraph (b) and in respect of which indemnity may be sought against any Holder, the Holders from whom indemnity is sought shall have the rights and duties given to the Company, and the Company and the other persons so indemnified shall have the rights and duties given to the persons entitled to indemnification by the provisions of subparagraph (a) of this Section 7.

(c)           No indemnifying party in the defense of any such claim or litigation, shall, except with the consent of each indemnified party (which consent shall not be unreasonably withheld), consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

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(d)           If for any reason the foregoing indemnity is unavailable, or is insufficient to hold harmless, an indemnified party, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other or (ii) if the allocation provided by clause (i) above is not permitted by applicable law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, in such pro-portion as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand (taking into consideration the fact that the provision of the registration rights hereinafter is a material inducement to the Holders to purchase the shares of Common Stock under the Asset Purchase Agreement) and the indemnified party on the other but also the relative fault of the indemnifying party and the indemnified party as well as any other relevant equitable considerations. Notwithstanding the foregoing, no Holder shall be required to pay, whether by indemnification or contribution, an aggregate amount in excess of the net proceeds received by such Holder in the Sale of Registrable Securities hereunder. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

8. Information by Holder

The Holder or Holders of Registrable Securities included in any registration shall furnish to the Company such information regarding such Holder or Holders and the distribution proposed by such Holder or Holders as the Company may reasonably request in writing and as shall be required in connection with any registration, qualification or compliance referred to in this Agreement.

9. Rule 144 Reporting

With a view to making available to the Holders the benefits of Rule 144, as it may be amended from time to time, any future similar rules or regulations of the SEC which may permit the sale of the Registrable Securities to the public without registration or a simplified form of registration statement, the Company agrees to use its best efforts at all times to:

(a)           Make and keep public information available, as those terms are understood and defined in SEC Rule 144;

(b)           File with the SEC in a timely manner all reports and other documents required of the Company under the Exchange Act;

(c)           Furnish to each Holder, so long as it holds any Registrable Securities, forthwith upon its request (i) a written statement by the Company as to its compliance with the public information requirements of said Rule 144 and the reporting requirements of the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents as may be reasonably requested in availing any Holder of any rule or regulation of the SEC permitting the sale of any such securities without registration.

10. Transfer of Registration Rights

The rights to cause the Company to register securities granted by the Company under this Agreement may be assigned by any holder of Registrable Securities to a transferee or assignee of Registrable Securities in a transaction other than a distribution to the public; provided that the Company is given written notice by such holder of Registrable Securities at the time of or within a reasonable time after said transfer, stating the name and address of said transferee or assignee and identifying the securities with respect to which such registration rights are being assigned.

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11. Entire Agreement

This Agreement, the Asset Purchase Agreement and the agreements entered into in connection therewith, constitutes the entire agreement among the parties as to the subject matter hereof. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any third party any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

12. Governing Law

This Agreement shall be governed by and construed under the laws of the State of New York as those laws are applied by New York courts to agreements among New York State residents entered into and to be performed entirely within the State of New York.

13. Counterparts

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

14. Title and Subtitles

The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

15. Notices

Any notice required or permitted under this Agreement shall be given in writing and shall be (i) hand delivered, (ii) sent by a nationally recognized overnight courier for next business day delivery or (iii) sent by telephone facsimile transmission (with prompt oral confirmation of receipt) as follows

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If to Company:

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 DSS:

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

or at such other address as such party may designate by five days’ advance written notice to the other party. The date of giving of any such notice shall be the date of hand delivery, the business day sent by telephone facsimile, and the day after delivery to the overnight courier service.

16. Amendments and Waivers

This Agreement may be amended, and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), with the written consent of (i) the Company and (ii) the Holders of at least 51% of the then outstanding Registrable Securities; provided that no such amendment or waiver of any term of this Agreement shall affect any outstanding Registrable Securities on a disproportionate basis without the specific written consent of each Holder affected thereby. Any amendment or waiver effected in accordance with this paragraph (including any agreement which fully restates the subject matter hereof and is intended to supersede the provisions of this Agreement in its entirety and render this Agreement of no further force or effect) shall be binding upon each holder of any securities subject to this Agreement at the time outstanding (including securities into which such securities are convertible), each future holder of all such securities, and the Company.

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

INTERNET MEDIA SERVICES, INC.

By:	/s/ Raymond Meyers
	Raymond Meyers
	President

DOCUMENT SECURITY SYSTEMS, INC.

By:	/s/ Patrick White
	Patrick White
	President

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EX-10.2

EXHIBIT 10.2

STOCK PLEDGE AND ESCROW AGREEMENT

THIS AGREEMENT is made the 8th 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 Manufacturers and Traders Trust Company (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

(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 Manufacturers and Traders Trust Company.  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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9. 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 constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof 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.

(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:	/s/ Raymond Meyers
Address:	4553 Glencoe Avenue	By:	Raymond Meyers
	Suite 325	Title:	President
	Marina del Rey, CA 90292	Address:	4553 Glencoe Avenue
			Suite 325
OBLIGEES			Marina del Rey, CA 90292
DOCUMENT SECURITY SYSTEMS, INC.
Signature:	/s/ Patrick White
By:	Patrick White
Title:	Chief Executive Officer
Address:	28 East Main Street
	Suite 1525
	Rochester, NY 14614
LESTER LEVIN INC.
Signature:	/s/ Patrick White
By:	Patrick White
Title:	Chief Executive Officer
Address:	28 East Main Street
	Suite 1525
	Rochester, NY 14614
AGREED AND ACCEPTED:
ESCROW AGENT
Name:	/s/ Joan Stapley
By:	Joan Stapley
Title:	Assistant Vice President
Address:	M&T Bank
	1 M&T Plaza, Buffalo, NY 14203
	(716) 842-5439

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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EX-10.3

EXHIBIT 10.3

STOCK PLEDGE AND ESCROW AGREEMENT

THIS AGREEMENT is made the 8th 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 Manufacturers and Traders Trust Company (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 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

(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)           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

(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 Manufacturers and Traders Trust Company.  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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9. 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 constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof 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.

(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
MICHAEL BUECHLER		INTERNET MEDIA SERVICES, INC.
Signature:	/s/ Michael Buechler	Signature:	/s/ Raymond Meyers
Address:	4553 Glencoe Avenue	By:	Raymond Meyers
	Suite 325	Title:	President
	Marina del Rey, CA 90292	Address:	4553 Glencoe Avenue
			Suite 325
OBLIGEES			Marina del Rey, CA 90292
DOCUMENT SECURITY SYSTEMS, INC.
Signature:	/s/ Patrick White
By:	Patrick White
Title:	Chief Executive Officer
Address:	28 East Main Street
	Suite 1525
	Rochester, NY 14614
LESTER LEVIN INC.
Signature:	/s/ Patrick White
By:	Patrick White
Title:	Chief Executive Officer
Address:	28 East Main Street
	Suite 1525
	Rochester, NY 14614
AGREED AND ACCEPTED:
ESCROW AGENT
Name:	/s/ Joan Stapley
By:	Joan Stapley
Title:	Assistant Vice President
Address:	M&T Bank
	1 M&T Plaza, Buffalo, NY 14203
	(716) 842-5439

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	3,900,000 shares of Company's Common Stock
Section 6.4 - Registration of Shares
Section 6.4 - Registration of Shares	2,000,000 shares of Company's Common Stock

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EX-10.4

EXHIBIT 10.4

VOTING AGREEMENT

THIS VOTING AGREEMENT (the “Agreement”) is made and entered into as of this 8th 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”).

RECITALS

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.

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 law, 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 Agreement. 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.

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:		INVESTOR:
INTERNET MEDIA SERVICES, INC.		DOCUMENT SECURITY SYSTEMS, INC.
By:	/s/ Raymond Meyers	By:	/s/ Patrick White
Name:	Raymond Meyers	Name:	Patrick White
Title:	President	Title:	Chief Executive Officer
Address:	4553 Glencoe Avenue, Suite 325	Address:	28 East Main Street, Suite 1525
	Marina del Rey, CA 90272		Rochester, NY 14614
Fax:	(310) 482-6969	Fax:	(585) 325-2977
KEY HOLDER:  Raymond Meyers
	/s/ Raymond Meyers
Address:	4553 Glencoe Avenue, Suite 325
	Marina del Rey, CA 90272
Fax:	(310) 482-6969
KEY HOLDER:  Michael Buechler
	/s/ Michael Buechler
Address:	4553 Glencoe Avenue, Suite 325
	Marina del Rey, CA 90272
Fax:	(310) 482-6969

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EXHIBIT A

LIST OF KEY HOLDERS

Raymond Meyers

Michael Buechler

A-1

EX-99.1

Document Security Systems, Inc. Completes Spin-Off of Legalstore.com Division

October 8, 2009

Plans Stock Dividend Award to Company Shareholders of Newly-Formed Internet Web Property 

ROCHESTER, New York – October 8, 2009, Document Security Systems, Inc. (NYSE Amex: DMC; "DSS"), a world leader in the development and manufacturing of optical deterrent and authentication technologies that help prevent counterfeiting and brand fraud reported today that it has sold the assets of its wholly-owned Web property business “Legalstore.com,” to Internet Media Services, Inc. (“IMS”).

Under the terms of the Asset Purchase Agreement for the transaction, IMS acquired the Web property and related assets commonly referred to as the LegalStore.com from DSS in exchange for 7,500,000 shares of IMS common stock, which represents approximately 37% of the outstanding shares of IMS on the closing date. DSS intends to distribute its shares of IMS to its shareholders in the form of a dividend over the course of the next year. Please note that in order to receive the dividend Document Security Systems shareholders will be required to physically submit their current DSS stock certificates. At that time, additional and specific details regarding the stock dividend and submission of shareholders certificate(s) will be announced. 

Patrick White, Chief Executive Officer and President of Document Security Systems, Inc., stated “We are very pleased that this transaction, which we announced in June 2009, has closed right on schedule. The efforts of IMS during this process have been impressive and we are confident that the IMS management team is focused on expanding LegalStore’s market share and will be deliberate in executing the growth of the LegalStore business model. We believe selling the LegalStore to IMS is in the best interest of our shareholders and that the stock dividend, when consummated, will provide an attractive opportunity for DSS shareholders.” 

Raymond Meyers, Chief Executive Officer of Internet Media Services, Inc. stated: “We are excited to make LegalStore.com our anchor Web property in our legal vertical channel, one of 17 vertical channels we have identified and plan to develop. We have started to execute our comprehensive Legalstore.com business plan, including the successful launch of the new LegalStore.com Website (www.legalstore.com). Over the next few months, we plan to increase our Web marketing and advertising activities at both the local and national levels. We expect these efforts will allow us to be properly positioned to take full advantage of the many market opportunities created by this acquisition. Our goal for LegalStore.com is to create a higher quality, cost effective alternative to our current competitors and to evaluate entering markets that LegalStore has traditionally not addressed, such as the Legalzoom.com service model.”

LegalStore.com (www.legalstore.com) carries the world's largest selection of legal forms, traditional and hard to find office supplies, and custom products for every type of business in any industry. Legal Store was originally formed in 1949 to provide law firm supplies to the legal sector. With growing demand, it broadened its reach to general businesses requiring standard and unique office products. In 2003, Legal Store transitioned to an e-commerce Website, LegalStore.com. With numerous years of experience, the organization’s personnel are experts in all forms of legal and office supplies used in today’s modern businesses. 

Internet Media Services, Inc. (“IMS”), (www.internetmediaservices.com), a Delaware corporation, is a targeted Internet media company that plans to specialize in acquiring, developing, marketing and monetizing Web properties in vertically defined markets. Established by Internet industry veterans, IMS has developed a straight forward business strategy. IMS plans to acquire existing Web properties, marry them with premium domain names, develop additional services to be offered through the Web property, and apply proprietary marketing methods. As a basic principle in its strategy, IMS will only develop those vertical segments that allow for the greatest opportunity for success as defined by IMS’s proprietary Web property acquisition model. 

Safe Harbor Statement

The statements contained in this press release that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbors created thereby. These forward-looking statements include, but are not limited to, statements regarding expected benefits from the sale of the Legalstore.com business, the planned dividend of shares received in the transaction, and/or statements preceded by, followed by or that include the words “believes,” “could,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “projects,” “seeks,” or similar expressions, all of which involve uncertainty and risk. Many of these risks and uncertainties are discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 filed with the Securities and Exchange Commission (the “SEC”), and in any subsequent reports filed with the SEC, all of which are available at the SEC’s website at www.sec.gov. It is possible the Company's performance in these matters may differ from expectations due to a variety of factors including, but not limited to, changes in economic and business conditions in the world, increased competitive activity, achieving sales levels to fulfill revenue expectations, consolidation among its competitors and customers, technology advancements, unexpected costs and charges, adequate funding for plans, changes in interest and foreign exchange rates, regulatory and other approvals and failure to implement all plans, for whatever reason. It is not possible to foresee or identify all such factors. Any forward-looking statements in this report are based on current conditions; expected future developments and other factors it believes are appropriate in the circumstances. Prospective investors are cautioned that such statements are not a guarantee of future performance and actual results or developments may differ materially from those projected. The Company makes no commitment to update any forward-looking statement included herein, or disclose any facts, events or circumstances that may affect the accuracy of any forward-looking statement. 

About Document Security Systems, Inc

Document Security Systems is a world leader in the development of optical deterrent technologies that help prevent counterfeiting and brand fraud from the use of the most advanced scanners, copiers and imaging systems in the market. The company’s patented and patent-pending technologies protect valuable documents and printed products from counterfeiters and identity thieves. Document Security Systems’ customers, which include international governments, major corporations and world financial institutions, use its covert and overt technologies to protect a number of applications including, but not limited to, currency, vital records, brand protection, ID Cards, internet commerce, passports and gift certificates. Document Security Systems’ strategy is to become the world’s leading producer of cutting-edge security technologies for paper, plastic and electronically generated printed assets.

More information about Document Security Systems, Inc. can be found at www.documentsecurity.com and www.plasticprintingprofessionals.com, www.protectedpaper.com, and www.dpirochester.com

For information contact:

Contact: Jody Jansen

Company: Document Security Systems, Inc.

Title: Shareholder Relations

Voice: 585-232-5440