ex10-2.htm


    
      Exhibit
10.2

       

      DRAFT
10/7/09

    

    ASSET
PURCHASE AGREEMENT

     

    by
and between

     

    INTERNET
MEDIA SERVICES, INC.,

     

    as
Buyer,

     

    and

     

    LESTER
LEVIN INC.,

    


    as
Seller

     

    Dated
October 8, 2009

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              
ARTICLE I.

            	
              DEFINITIONS

            	
              1

            


    

     

    
      	
               
      

            	
              1.1

            	
              Definitions

            	
              1

            


    

     

    
      	
              ARTICLE
      II.

            	
              PURCHASE
      AND SALE

            	
              4

            


    

     

    
      	
               
      

            	
              2.1

            	
              Purchase
      and Sale

            	
              5

            


    

     

    
      	
               
      

            	
              2.2

            	
              Excluded
      Assets

            	
              5

            


    

     

    
      	
               
      

            	
              2.3

            	
              Assumed
      Liabilities

            	
              5

            


    

     

    
      	
               
      

            	
              2.4

            	
              Closing

            	
              5

            


    

     

    
      	
              ARTICLE
      III.

            	
              CONSIDERATION

            	
              7

            


    

     

    
      	
               
      

            	
              3.1

            	
              Purchase
      Price

            	
              7

            


    

     

    
      	
               
      

            	
              3.2

            	
              Legend
      on IMS Common Certificate

            	
              7

            


    

     

    
      	
               
      

            	
              3.3

            	
              Allocation
      of Purchase Price

            	
              7

            


    

     

    
      	
              ARTICLE
      IV.

            	
              REPRESENTATIONS
      AND WARRANTIES OF SELLER

            	
              7

            


    

     

    
      	
               
      

            	
              4.1

            	
              Organization,
      Qualification and Authority

            	
              8

            


    

     

    
      	
               
      

            	
              4.2

            	
              No
      Violations

            	
              8

            


    

     

    
      	
               
      

            	
              4.3

            	
              Real
      Property

            	
              8

            


    

     

    
      	
               
      

            	
              4.4

            	
              Personal
      Property

            	
              8

            


    

     

    
      	
               
      

            	
              4.5

            	
              Contracts

            	
              8

            


    

     

    
      	
               
      

            	
              4.6

            	
              Litigation

            	
              8

            


    

     

    
      	
               
      

            	
              4.7

            	
              Intellectual
      Property

            	
              9

            


    

     

    
      	
               
      

            	
              4.8

            	
              Insurance

            	
              9

            


    

     

    
      	
               
      

            	
              4.9

            	
              Environmental
      Laws

            	
              9

            


    

     

    
      	
               
      

            	
              4.10

            	
              Tax
      Returns; Taxes

            	
              11

            


    

     

    
      	
               
      

            	
              4.11

            	
              Affiliate
      Interests

            	
              12

            


    

     

    
      	
              ARTICLE
      V.

            	
              REPRESENTATIONS
      AND WARRANTIES OF BUYER

            	
              12

            


    

     

    
      	
               
      

            	
              5.1

            	
              Organization,
      Qualification and Authority

            	
              12

            


    

     

    
      	
               
      

            	
              5.2

            	
              No
      Violations

            	
              12

            


    

     

    
      	
               
      

            	
              5.3

            	
              Broker’s
      or Finder’s Fee

            	
              13

            


    

     

    
      	
               
      

            	
              5.4

            	
              Working
      Capital

            	
              13

            


    

     

    
      	
               
      

            	
              5.5

            	
              IMS
      Common Stock

            	
              13

            


    

    
       

      
        	
                 
      

              	
                5.6

              	
                Capitalization 

              	
                13

              


      

      
      

    

     

    
      	
               
      

            	
              5.7

            	
              Contracts
      and other Commitments

            	
              14

            


    

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              5.8

            	
              Registration
      Rights

            	
              14

            


    

     

    
      	
               
      

            	
              5.9

            	
              Litigation

            	
              14

            


    

     

    
      	
               
      

            	
              5.10

            	
              Absence
      of Borrowed Indebtedness and Assets; Unclosed
      Liabilities 

            	
              14

            


    

     

    
      	
               
      

            	
              5.11

            	
              Material
      Liabilities

            	
              14

            


    

     

    
      	
               
      

            	
              5.12

            	
              Environmental
      Laws

            	
              14

            


    

     

    
      	
               
      

            	
              5.13

            	
              Tax
      Returns; Taxes

            	
              15

            


    

     

    
      	
               
      

            	
              5.14

            	
              Disclosure

            	
              15

            


    

     

    
      	
              ARTICLE
      VI.

            	
              CERTAIN
      COVENANTS

            	
              15

            


    

     

    
      	
               
      

            	
              6.1

            	
              Further
      Assurances

            	
              15

            


    

     

    
      	
               
      

            	
              6.2

            	
              Board
      of Directors

            	
              15

            


    

     

    
      	
               
      

            	
              6.3

            	
              Working
      Capital

            	
              15

            


    

     

    
      	
               
      

            	
              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

            	
              16

            


    

    
       

      
        	
                 
      

              	
                6.8

              	
                Corporate
      Existence      

              	
                18

              


      

    

     

    
      
        
          	
                   
      

                	
                  6.9

                	
                  Certain
      Negative Covenants; Misc.   

                	
                  18

                


        

      

    

    
       

      
        
          
            	
                     
      

                  	
                    6.10

                  	
                    D&O
      Insurance  

                  	
                    19

                  


          

        

         

      

    

    
      	
              ARTICLE
      VII.

            	
              INDEMNIFICATION

            	
              19

            


    

     

    
      	
               
      

            	
              7.1

            	
              Indemnification

            	
              19

            


    

     

    
      	
               
      

            	
              7.2

            	
              Indemnification
      Procedures – Third Party Claims

            	
              20

            


    

     

    
      	
               
      

            	
              7.3

            	
              Indemnification
      Procedures – Other Claims, Indemnification
  Generally21

            


    

     

    
      	
              ARTICLE
      VIII.

            	
              MISCELLANEOUS

            	
              22

            


    

     

    
      	
               
      

            	
              8.1

            	
              Publicity

            	
              22

            


    

     

    
      	
               
      

            	
              8.2

            	
              Entire
      Agreement

            	
              22

            


    

     

    
      	
               
      

            	
              8.3

            	
              Notices

            	
              22

            


    

     

    
      	
               
      

            	
              8.4

            	
              Non-Assignable
      Assets

            	
              23

            


    

     

    
      	
               
      

            	
              8.5

            	
              Waivers
      and Amendments

            	
              23

            


    

     

    
      	
               
      

            	
              8.6

            	
              Survival

            	
              23

            


    

     

    
      	
               
      

            	
              8.7

            	
              Counterparts

            	
              23

            


    

     

    
      	
               
      

            	
              8.8

            	
              Governing
      Law; Severability

            	
              23

            


    

     

    
      	
               
      

            	
              8.9

            	
              Assignment

            	
              24

            


    

     

    
      	
               
      

            	
              8.10

            	
              Negotiated
      Agreement

            	
              24

            


    

     

    
      	
               
      

            	
              8.11

            	
              Expenses;
      Taxes

            	
              24

            


    

    
       

      
        	
                 
      

              	
                8.12

              	
                Third
      Party Beneficiary 

              	
                24

              


      

       

    

    
      
        
          	
                   
      

                	
                  8.13

                	
                  Headings    

                	
                  24

                


        

         

        
          
            
            

          

          
            -3-

            
              

            

          

          
            
            

          

        

      

    

    
      	
              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

            


    

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    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”).

     

    R E C I T
A L S:

     

    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.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

    “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).

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

    “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.

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

    “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;

     

    (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”);

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

    (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

     

    (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.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

    (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.

    


    (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.

    


    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

    (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.”

    


    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:

     

    
      
        
        

      

      
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    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.

     

    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.

     

    
      
        
        

      

      
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    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.

     

    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.

     

    
      
        
        

      

      
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    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.

    


    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.

    


    
      
        
        

      

      
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    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.

     

    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.

     

    
      
        
        

      

      
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    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.

     

    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.

     

    
      
        
        

      

      
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    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.

     

    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.

     

    
      
        
        

      

      
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    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.

     

    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.

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

    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.

     

    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.

     

    
      
        
        

      

      
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    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.

     

    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.

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

    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.

    


    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.

    


    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

    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

     

    (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;

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

    (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;

    


    (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.

    


    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

    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);

     

    (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.

     

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

    (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.

     

    (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.

     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

    (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.

     

    (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.

     

    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    

    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

    


    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.

     

    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    

    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).

    


    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.

     

    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    

    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.

     

    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.

     

    * * * * *
* * *

     

     

    
      
        
        

      

      
        -29-

        
          

        

      

      
        
        

      

    

    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

              


      

    

    


    


    


    


    
      
        
        

      

      
        -30-

        
          

        

      

      
        
        

      

    

    


    


    Exhibit A

    


    Copyrights
and Trademarks

    


    


    None.

     

    
      
        
        

      

      
        -31-

        
          

        

      

      
        
        

      

    

     

    Exhibit B

    


    Form of
Assignment of Domain Name

    


    Attached.

     

     

     

     

    
      
        
        

      

      
        -32-

        
          

        

      

      
        
        

      

    

    Exhibit C

    


    Form Bill
of Sale

    


    


    Attached.

    


    


    


    


    


    


    
      
        
        

      

      
        -33-

        
          

        

      
Exhibit
D

    


    Form
Registration Rights Agreement

    


    


    


    


    


    


    


    


    


    


    
      
        
        

      

      
        -34-

        
          

        

      

      
        
        

      

    

    


    Exhibit
E

    


    Form
Voting Agreement

    


    


    


    


    


    


    


    


    


    
      
        
        

      

      
        -35-

        
          

        

      

      
        
        

      

    

    


    Exhibit
F

    


    Form
Stock Pledge and Escrow Agreement

    


    


    


    


    


    


    


    


    


    


    


    


    


    
      
        
        

      

      
        -36-

        
          

        

      

      
        
        

      

    

    


    


    Exhibit
G

    


    Form
Lock-Up Agreement

    


    


    


    


    


    


    


    


    
      
        
        

      

      
        -37-

        
          

        

      

      
        
        

      

    

    


    Exhibit
H

     

    Form
Assignment and Assumption Agreement

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        -38-

        
          

        

      

      
        
        

      

    

    Schedule
2.1(a)

    


    Equipment

     

     

     

     

     

     

    
      
        
        

      

      
        -39-

        
          

        

      

      
        
        

      

    

    


    Schedule
2.1(b)

    


    Inventory

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        -40-

        
          

        

      

      
        
        

      

    

    


    Schedule
2.1(c)

    


    Contracts

    


    Stern
Properties Office Lease dated 9/6/05

     

    
 

    
      
        
        

      

      
        -41-

        
          

        

      

      
        
        

      

    

    Schedule
2.1(e)

    


    Proprietary
Rights

     

     

     

     

     

     

    
      
        
        

      

      
        -42-

        
          

        

      

      
        
        

      

    

    Schedule
2.1(f)

    


    Trade
Accounts Receivable

    


    


    


    


    


    


    


    


    


    


    


    


    
      
        
        

      

      
        -43-

        
          

        

      

      
        
        

      

    

    


    


    Schedule
2.1(h)

    


    Cash and
Cash Equivalents

    


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

    


    


    


    


    


    


    


    
      
        
        

      

      
        -44-

        
          

        

      

      
        
        

      

    

    


    Schedule 2.2

    


    Excluded
Assets

    


    


    Outstanding
operating leases not related to the Business.

    


    Net
Operating Loss carryovers.

    


    


    
      
        
        

      

      
        -45-

        
          

        

      

      
        
        

      

    

    Schedule 2.3

    


    Assumed
Liabilities

    


    


    Office
lease with Stern Properties dated September 6, 2005

    


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

    


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

    


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

    


    [Any
liabilities listed on the Closing Balance Sheet]

    


    


    


    


    


    
      
        
        

      

      
        -46-

        
          

        

      

      
        
        

      

    

    


    Schedule
2.4(a)(v)

    


    Closing
Balance Sheet

    


    
      	
              LEGALSTORE.COM

            	 
	
              Carve-Out
      Balance Sheets

            	 
	
              As
      of

            	 
	 
      	 	 	 
	 
      	 	
              October
      7,

            	 
	 
      	 	
              2009

            	 
	
              ASSETS

            	 	
              (unaudited)

            	 
	 
      	 	 	 
	
              Current
      assets:

            	 	 	 
	
              Cash
      and cash equivalents

            	 	$	10,405	 
	
              Accounts
      receivable

            	 	 	31,161	 
	
              Inventory

            	 	 	101,011	 
	 
      	 	 	 	 
	
                    Total
      current assets

            	 	 	142,577	 
	 
      	 	 	 	 
	
              Fixed
      assets, net

            	 	 	32,218	 
	
              Goodwill

            	 	 	81,013	 
	 
      	 	 	 	 
	
              Total
      assets

            	 	$	255,808	 
	 
      	 	 	 	 
	
              LIABILITIES
      AND STOCKHOLDERS' EQUITY

            	 
	 
      	 	 	 	 
	
              Current
      liabilities:

            	 	 	 	 
	
              Accounts
      payable

            	 	$	13,264	 
	
              Current
      portion of capital lease obligations

            	 	 	-	 
	 
      	 	 	 	 
	
                    Total
      current liabilities

            	 	 	13,264	 
	 
      	 	 	 	 
	
              Divisional
      equity

            	 	 	242,544	 
	 
      	 	 	 	 
	
              Total
      liabilities and divisional equity

            	 	$	255,808	 


    

     

    
      
        
        

      

      
        -47-

        
          

        

      

      
        
        

      

    

    Schedule 3.3

    


    Purchase
Price Allocation

    


    


    Asset                                                                                                                                                                                                                                                                                                             Amount

    


    


     

    Total: 

     

     

     

    
      
        
        

      

      
        -48-

        
          

        

      

      
        
        

      

    

    Schedule 4.1

    


    Shareholders
of Seller

    


    Document
Security Systems, Inc., a New York corporation

    


    
      
        
        

      

      
        -49-

        
          

        

      

      
        
        

      

    

    Schedule
4.2

    


    Consent

    


    


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

     

     

     

    
      
        
        

      

      
        -50-

        
          

        

      

      
        
        

      

    

    Schedule 4.6

    


    Litigation

    


    


    None

    


    
      
        
        

      

      
        -51-

        
          

        

      

      
        
        

      

    

    Schedule 4.7

    


    Intellectual
Property

    


    


    All of
Seller’ existing customer databases.

    


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

    


    LegalStore.com

    LegalStore.org

    LegalStore.mobi

    LegalStore.me

    LegalStore.us

    legalstore.biz

    legalstore.info

    legalstore.ws

    legalstore.tv

    


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

    


    
      
        
        

      

      
        -52-

        
          

        

      

      
        
        

      

    

    Schedule
4.8

    


    Insurance

    


    


    Attached.

     

     

     

    
      
        
        

      

      
        -53-

        
          

        

      

      
        
        

      

    

    Schedule
4.11

    


    Affiliate
Interests

    


    


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

    


    
      
        
        

      

      
        -54-

        
          

        

      

      
        
        

      

    

    Schedule
5.6

    


    IMS
Stockholders

    


     
 

    


    Name  Shares of IMS Common Stock
Held

    


    Raymond
Meyers 9,000,000

    


    Michael
Buechler  4,000,000

    


    Alex
Orlando 1,000

    


    Total
13,001,000

    


    
      
        
        

      

      
        -55-