dmc10qsb063004ex101




 Exhibit 10.1 

AGREEMENT OF SUBLEASE

AGREEMENT OF SUBLEASE ("Sublease") dated as of the 22 day of March 2004, between
  MONY LIFE INSURANCE COMPANY a New York corporation, with its principal office
  located at 1740 Broadway, New York, NY 10019 ("Sublessor"), and Document Security
  Systems, Inc., a New York corporation, ("Sublessee").

WITNESSETH:

WHEREAS, by that certain Office Lease Agreement dated October 1 1994, [as amended
  by a certain extension dated October 1, 1195 (the "Master Lease"), being more
  particularly described on Exhibit A attached hereto and made a part hereof,
  First Federal Savings and Loan ("Overlandlord") leased to The Mutual Life Insurance
  Company of New York, (presently known as MONY Life Insurance Company), as tenant,
  4,717 square feet of office space (the "Leased Premises") in the building commonly
  known as First Federal Plaza, located at One First Federal Plaza (28 East Main
  Street) (the "Building");

WHEREAS, Sublessee desires to sublet from Sublessor and Sublessor desires to
  sublet to Sublessee [the entire/a portion of the] Leased Premises consisting
  of approximately 4,717 square feet, as more particularly shown on Exhibit B
  attached hereto (the "Sublet Premises"), under the terms hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual promises herein contained, and
  other good arid valuable consideration, the receipt and adequacy of which are
  hereby acknowledged,- but expressly contingent upon the consent of Overlandlord
  as provided below, Sublessor and Sublessee hereby agree as follows:

1. Demise and Term; Base Rent.  Sublessor hereby subleases to Sublessee
  and Sublessee hereby subleases from Sublessor the Sublet Premises, TO HAVE AND
  TO HOLD unto Sublessee, for a term commencing on June 15, 2004 (the "Commencement
  Date"),   and expiring on April 30, 2006 (the "Expiration Date").
  The minimum annual rental payable by Sublessee pursuant to this Sublease shall
  be $10.00 Per Sq. Ft. Gross ("Base Rent"), payable without set-off,- deduction
  or counterclaim, in Twenty Four Months (24) monthly installments of $3,930.83.
  Rental payments shall be payable on the first day of each month during the term
  to Sublessor at the address set forth in Section 16 below, and continuing on
  the first day of each month thereafter, except for the first of such rental
  payments which shall be due and payable upon the execution of this Sublease.

2. Additional Rent.  With the Base Rent, Sublessee shall pay as
  additional rent ("Additional Rent") to Sublessor, without any set-off, deduction
  or counterclaim, Sublessee's Proportionate Share (as, defined below) of all
  operating expenses and other additional rent and estimates with respect thereto
  which Sublessor is responsible for under the Master Lease; Sublessee's Proportionate
  Share shall be equal to the ratio of the area of the Sublet Premises (__0__sq.
  ft) to the Leased Premises (__0___sq. ft.) or _0__%. Sublessor shall promptly
  forward to Sublessee all statements for such Additional Rent provided to Sublessor
  by Overlandlord. If at the time a reconciliation is made pursuant to the terms
  of the Master Lease regarding the amounts of Additional Rent paid by Sublessor
  it is determined that Sublessor, and therefore Sublessee by the terms of this
  Sublease, has either overpaid or underpaid such Additional Rent, Sublessor shall
  refund to Sublessee any overpayment and Sublessee shall pay to Sublessor any
  underpayment in the manner provided in the Master Lease.

3. Condition of Sublet Premises.  Sublessee accepts the Sublet
  Premises "as is" and Sublessor has no obligation under this Sublease to renovate
  or otherwise refurbish the Sublet Premises, Any renovation, alteration, addition
  or improvement by Sublessee to the Sublet Premises after the Commencement Date
  is subject to the prior written approval of Sublessor and Overlandlord and shall
  be carried out at Sublessee's sole cost and expense. If required by the terms
  of the Master Lease, any such addition or improvement to the Sublet Premises
  shall be removed by Sublessee and any and all costs for such removal shall be
  borne solely by Sublessee.

4. Use of the Sublet Premises. Sublessee shall use and occupy the Sublet
  Premises for general and executive office purposes, as consistent with a first-class
  office building, and for no other purpose.

5. Applicability of Master Lease. 

(a)   This Sublease is subject and subordinate to, and Sublessee
  accepts this Sublease subject and subordinate to, all of the terms, covenants,
  provisions, conditions and agreements contained in the Master Lease and the
  matters to which the Master Lease is subject and subordinate.  Sublessee
  covenants and agrees to be bound by all of the terms, conditions, rules, regulations
  and agreements contained in the Master Lease and to assume all obligations of
  Sublessor as tenant under the Master Lease (except for the Sublessor's obligation
  to pay Base Rent and Additional Rent) and to do no act nor permit any act to
  be done which would violate any of the provisions of the Master Lease. In the
  event of a breach of the Master Lease by Sublessee, Sublessor shall have all
  the rights against Sublessee as would be available to Overlandlord against Sublessor
  under the Master Lease if such breach were by Sublessor as tenant thereunder,
  and Sublessee hereby agrees to indemnify, defend and hold harmless Sublessor
  for any and all damages, including reasonable attorneys' fees, resulting from
  such breach of the Master Lease by Sublessee.

(b)  This Sublease is also subject to, and Sublessee accepts this Sublease
  subject to, any amendments to the Master Lease hereafter made between Overlandlord
  and Sublessor; provided that Sublessor shall not execute any amendment to the
  Master Lease without the consent of Sublessee which (i) to a material extent
  prevents or adversely affects the use by Sublessee of the Sublet Premises in
  accordance with the terms hereof; or (ii) to a material extent increases the
  obligations of Sublessee or decreases its rights hereunder; or (iii) shortens
  the term hereof or increases the rent required to be paid by Sublessee. Sublessor
  and Sublessee respectively represent that a copy of the Master Lease and all
  amendments thereof have been delivered to and reviewed by Sublessee. A copy
  of any future amendments to the Master Lease, entered into during the term of
  this Sublease, will be delivered to Sublessee promptly after the same have been
  executed.

(c)   The provisions of the Master Lease are incorporated herein
  by reference with the same  force and effect as if they were fully set
  forth herein, except as otherwise specifically modified herein and except that:

               
  (i) any reference in the Master Lease to (A) "Landlord" or "Tenant" shall mean
  Sublessor or Sublessee, respectively, in this Sublease, unless the context otherwise
  requires; (B) the "Lease" or "this Lease" shall mean this Sublease; (C) "Term"
  shall mean the term of this Sublease; (D) "Base Rent" shall mean the Rent to
  be paid by Sublessee as provided in this Sublease; (E) "Additional Rent" shall
  .mean the Additional Rent to be paid by Sublessee as provided in this Sublease;
  (F) "Base Year" shall mean the Base Year as provided in this Sublease, if any;
  (G) the "Commencement Date" shall mean the Commencement Date hereunder; and
  (H) "Premises" shall mean the Sublet Premises; and

               
  (ii) any provisions in the Master Lease pertaining to Sublessor's right to (A)
  terminate, renew, extend or otherwise affect the term of the Master Lease; or
  (B) exercise options or rights of first refusal in connection with the Master
  Lease, the Leased Premises or the Building; [option: together with paragraphs
  ____and____ of the Master Lease/Addendum to Lease] are specifically not
  incorporated into this Sublease and Sublessee shall have no rights in connection
  therewith.

(d) To the extent that the Master Lease may conflict or be inconsistent with
  the provisions of this Sublease, whether or not such inconsistency is expressly
  noted herein, the provisions of this Sublease shall prevail.

6.  Obligations of Overlandlord and Sublessor.   It is
  understood and agreed that the obligations, work, repairs and services to be
  performed, made and furnished by Overlandlord in accordance with the Master
  Lease, which provisions are incorporated herein by reference, will in fact be
  performed and furnished by Overlandlord and not by Sublessor, except as expressly
  stated herein to the contrary.   Sublessor shall in no event be liable
  to Sublessee nor shall Sublessee's obligations hereunder be limited or the performance
  thereof be excused because of any failure or delay on Overlandlord's part in
  performing any such obligations,  furnishing any such work or services
  or in making any repairs. If Overlandlord shall be in default in the performance
  of any of its obligations under the Master Lease with respect to the Sublet
  Premises, and if Sublessee shall give Sublessor notice of such default, Sublessor
  agrees to cooperate and use reasonable efforts to cause Overlandlord to correct
  and remedy such default. Such reasonable efforts will include cooperation with
  Sublessee in any litigation, claim or demand brought by Sublessee against Overlandlord,
  but all of Sublessor's reasonable out-of-pocket expenses in connection therewith,
  including reasonable attorneys' fees shall be immediately reimbursed to Sublessor
  by Sublessee. Sublessee shall have no authority to make any agreement with Overlandlord
  with, regard to the Sublet Premises, this Sublease or the Master Lease.

7. Covenants of Sublessor and Sublessee.  

(a)   Sublessee covenants and agrees that Sublessee shall not do
  anything in or with respect to the Sublet Premises or omit to do anything which
  Sublessee is obliged to do under the terms of this Sublease which would constitute
  a default under the Master Lease or would cause the Master Lease or the rights
  of Sublessor as Sublessee thereunder to be cancelled, terminated or forfeited
  or would make Sublessor liable for any damages, claims or penalties.  Sublessee
  covenants and agrees to indemnify Sublessor against and hold Sublessor harmless
  from any liability, loss, damage, suits, penalties, claims and demands of every
  kind and nature (including, without limitation, reasonable attorneys' fees)
  arising out of, by reason of or resulting from (i) Sublessee's failure so to
  perform or observe any of the terms and conditions of the Master Lease agreed
  to be performed by Sublessee herein or (ii) Sublessee's use, occupancy or management
  of the Sublet Premises, or any business conducted therein, or (iii) any work
  or thing whatsoever done or any condition created by or any other act or omission
  of Sublessee, its successors or subtenants, or their respective employees, agents,
  contractors, visitors or licensees, in or about the Sublet Premises, the Leased
  Premises and the Building.

(b) Sublessor covenants and agrees that Sublessor shall not do anything in
  or with respect to the Sublet Premises or omit to do anything which Sublessor
  is obliged to do which would constitute a default under the Master Lease or
  would cause the Master Lease or the rights of Sublessor as tenant under the
  Master Lease to be cancelled, terminated or forfeited or would make Sublessee
  liable for any damages, claims or penalties.

8. Sublessor's Representations.   Sublessor represents and
  warrants that the Master Lease is in full force and effect and that to the best
  of its knowledge no material defaults are now existing thereunder. And overlord
  has no right to terminate Master Lease.

9.  Default.  In the event of any default by Sublessee under
  any of the terms, covenants or conditions of this Sublease, Sublessor shall
  have the same rights and remedies against Sublessee hereunder as are available
  to Overlandlord against Sublessor as tenant under the Master Lease, and Sublessee
  will have the same notice and grace periods available to Sublessor under the
  Master Lease.

10.  Security Deposit.   Upon execution of this Sublease,
  Sublessee shall deposit with Sublessor the sum of $7,861.66  ("Security
  Deposit"), which represents  [two (2) monthly installments of the Base
  Rent] to be held by Sublessor throughout the term of the Sublease, without interest,
  as security for the performance by Sublessee of all terms, covenants and conditions
  of the Sublease. It is expressly understood and agreed that such deposit is
  not an advance rental deposit or a measure of Sublessor's damages in case of
  default by Sublessee upon the occurrence of any event of default by Sublessee
  or upon termination of this Sublease. If Sublessee defaults with respect to
  any provision of this Sublease, including, but not limited to, the provisions
  relating to the payment of rent or the obligation to repair and maintain the
  Sublet Premises or to perform any other term, covenant or condition contained
  herein, Sublessor may (but shall not be required to), without prejudice to any
  other remedy provided herein or provided by law, and without notice to Sublessee,
  apply the Security Deposit, or any portion of it, to cure the default or to
  compensate Sublessor for all damages sustained by Sublessor as a result of Sublessee's
  default. Sublessee shall immediately upon demand pay to Sublessor a sum equivalent
  to the portion of the Security Deposit so expended or applied by Sublessor as
  provided in this paragraph so as to maintain the Security Deposit in the sum
  initially deposited with Sublessor. Although the Security Deposit shall be deemed
  the property of Sublessor, if Sublessee is not in default at the expiration
  or termination of this Sublease, Sublessor shall return the Security Deposit
  to Sublessee within sixty (60) days after the expiration or termination of this
  Sublease.   Upon any sale or transfer of Sublessor's interest in the
  Master Lease, Sublessor shall transfer the Security Deposit to its successor
  in interest and thereupon, Sublessor shall be released from any liability or
  obligation with respect thereto.

11. Insurance, Indemnity and Subrogation.  

(a)  With reference to Section__ of the Master Lease (Insurance), Sublessee
  hereby agrees that the obligations for carrying insurance pertaining to "Landlord"
  described therein do not apply to Sublessor.   As to liability insurance
  required to be maintained by "Tenant," Sublessee hereby agrees to include not
  only Sublessor, but also Overlandlord, as additional named insureds and to provide
  Sublessor and Overlandlord with certificates of insurance as described in said
  Section 12 of the Master Lease.

(b)   With reference to Section 12.1 of the Master Lease (Indemnity),
  Sublessee hereby agrees that the obligations of indemnity of the "Tenant" described
  therein shall be for .the benefit of both Sublessor and Overlandlord, it being
  intended that any reference to "Landlord" in said Section__ for the purposes
  of this Sublease shall mean "Sublessor and/or Overlandlord."

(c)   With reference to Section 19 of the Master Lease (Waiver of
  Subrogation), Sublessor hereby agrees that the waiver(s) described therein as
  they pertain to Sublessee shall be for the benefit of both Sublessor and Overlandlord.

12.  Assignment.  Sublessee will not attempt to assign this
  Sublease, or sublet or permit all or part of the Sublet Premises to be used
  by others without the consent of Sublessor, which consent may be withheld by
  Sublessor in its sole discretion, or without the consent of Overlandlord which
  must be obtained in accordance with the provisions of the Master Lease.  
  In the event Sublessor consents to such an assignment or further sublease, in
  consideration therefore, Sublessee shall pay Sublessor one-hundred percent (100%)
  of the amount by which the rental thereunder exceeds the Base Rent under this
  Sublease.

13.  Intentionally Blank.

14.  Deleted.

15.  Brokers.   Sublessee represents that it has dealt
  with no broker in connection with this Sublease, other than Pyramid Brokerage
  Co. ("Broker"). Sublessee shall indemnify and hold Sublessor harmless from any
  cost, expense or liability (including costs of suit and reasonable attorneys'
  fees) for any compensation, commission or fees claimed by any other real estate
  broker or agent in connection with this Sublease or its negotiation by reason
  of any act of Sublessee. Further, Sublessee agrees that Sublessor shall not
  be responsible for, and Sublessee shall indemnify and hold Sublessor harmless
  from and such liability for compensation, commission or fees claimed by any
  real estate broker or agent representing Sublessee in other matter relating
  to this Sublease.

16. Notice.   Any notice, request or demand permitted or required
  to be given by the terms and provisions of this Sublease either by Sublessor
  to Sublessee or by Sublessee to Sublessor shall be in writing. Any such notice,
  request or demand shall be personally delivered or addressed to the parties
  at the addresses hereinabove stated and sent by pre-paid, certified U.S. mail,
  return receipt requested, or national overnight courier service with return
  receipt, and shall be deemed to have been served and given by one party and
  received by the other party upon actual receipt or refusal. Notice to Sublessor
  will be to,the attention of Edward J. Zebrowski, MONY Life Insurance Company,
  1740 Broadway, MD-9-48,New York, NY 10019.    Notice to Sublessee
  will be to Sublessee at the address hereinabove stated. Either party may, by
  notice as aforesaid, designate a different address or addresses for notices,
  requests or demands to it.

17.  Entire Understanding of the Parties.  This Sublease,
  contains all of the covenants, agreements, terms, provisions, conditions and
  understandings relating to the leasing of the Sublet Premises and Sublessor's
  obligations in connection therewith, and neither Sublessor nor any agent or
  representative of Sublessor has made or is making, and Sublessee, in executing
  and delivering this Sublease, is not relying upon, any warranties, representations,
  promises or statements whatsoever, except to the extent expressly set forth
  in this Sublease.

18.  Governing Law. This Sublease is made and executed under and
  in all respects is to be governed by and construed in accordance with the laws
  of the State in which the Sublet Premises are situate.

19. Consent of Overlandlord. This Sublease shall be and become effective
  only when it is approved and consented to by Overlandlord, as evidenced by its
  execution of the Consent to Sublease hereinbelow attached or such other form
  as may provided by Overlandlord. Sublessor agrees to use all reasonable efforts
  to obtain such approval and consent from Overlandlord as soon hereafter as is
  practicable, but will not be liable to Sublessee if Overlandlord fails to consent,
  in which case this Sublease shall be null and void.

20. Corporate Authority.    If Sublessee is a corporation
  or other entity, Sublessee warrants that it has legal authority to operate and
  is authorized to do business in the state of New York. Sublessee and the person
  executing this Sublease on behalf of Sublessee warrant that the person or persons
  executing this Sublease on behalf of Sublessee have authority to do so and to
  fully obligate Sublessee to all terms and provisions of this Sublease and the
  Master Lease. Sublessee shall, upon request from Sublessor or Overlandlord,
  furnish Sublessor or Overlandlord with a certified copy of resolutions of Sublessee's
  Board of Directors or Managers authorizing this Sublease and granting authority
  to execute it to the person or persons who have executed it on Sublessee's behalf.

[(b) Sublessor warrants that it has legal authority to operate and is authorized
  to do business in the state of New York. Sublessor and the person executing
  this sublease on behalf of Sublessor warrant that the person or persons executing
  this Sublease on behalf of Sublessor have authority to do so and to fully obligate
  Sublessor to all terms and provisions of this Sublease.

21. Quiet Enjoyment.   Sublessee, upon paying the Base Rent
  and Additional rent, and any and all other sums and charges provided for in
  this Sublease, and upon keeping all terms, covenants and conditions of this
  Sublease on its part to be performed, shall quietly have and enjoy the Sublet
  Premises during the term of this Sublease without hindrance or molestation by
  anyone claiming by, through or under Sublessor, subject however, to the exceptions,
  reservations and conditions hereof.]

[This Space is Intentionally Left Blank.]

IN WITNESS WHEREOF, Sublessor and Sublessee have duly executed this Sublease
  as of the day and year first above written.

SUBLESSOR:

MONY LIFE INSURANCE COMPANY

By: /s/ Edward J. Zebrowski

Edward J. Zebrowski

Assistant Vice President

SUBLESSEE:

Document Security Systems, Inc

By: /s/ Patrick White

Patrick White President 585-232-1500

STATE OF NEW YORK    )

                                            ss.:

COUNTY OF NEW YORK)

On this 19th day of April, 2004, before me personally came Edward J. Zebrowski,
  to me known, who, being duly sworn, did depose and say that he is an Assistant
  Vice President of

MONY Life Insurance Company, the corporation described in and which executed
  the foregoing instrument; and that he signed his name thereto by authority of
  the board of directors of said corporation.

/s/ Nadine Agree

Notary Public

NAD1NE AGREE

Notary Public, State of New York No. 01AG6047129 Qualified in New York County
  Commission Expires August 28, 2006

STATE OF NEW YORK

                                     
  ss.:

COUNTY OF MONROE

On this 11th day of May,  2004, before me personally came Patrick White
  to me  known,   who,   being   duly  
  sworn,   did depose  and  say  that  he  
  is   the   President   of ______________, the
  corporation described in and which executed the foregoing installment; and that
  he/she signed his/her name thereto by authority of the board of directors of
  said corporation.

Notary Public

MAXINE D. ELLIOTT

No O1EL6033332             

Notary Public, State of New York

Qualified in Monroe County

My Commission Expires Nov 15, 2005

CONSENT TO SUBLEASE

The undersigned hereby consents to the foregoing Agreement of Sublease dated 
  April 14th 2004 between MONY LIFE INSURANCE COMPANY, as Sublessor, and
  Document Security Systems, Inc., as Sublessee, dated effective March 22, 2004.

Overlord hereby confirms that to its knowledge there is no existing default
  under the lease, and Overlord has no existing grounds to declare a default or
  to terminate their Master Lease.

Document Security Systems, Inc. as a subleasee shall have the right to have
  its name on the building directory or otherwise provided in article 17 of the
  Master Lease.

During the term of this sublease, Document Security Systems, Inc. shall have
  2 parking spaces on a monthly basis in accordance with Overlandlord's then current
  parking rates.

OVERLANDLORD:

Reynolds II LLC

By: /s/ Robert Gorom

Its: President

Schedule A

	 YEAR
	 BASE RENT (PSF)
	 MONTHLY RENT
	 ANNUAL RENT

	 1
	 $10.00 Gross
	 $3,930.83
	 $47,170.00



Exhibit A

Description of Master Lease:

Exhibit B

Sublet Premises