0000909012-04-000429 Sample Contracts

WARRANT
Warrant Agreement • June 9th, 2004 • Document Security Systems Inc • Services-computer integrated systems design • New York
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AMENDMENT TO PLACEMENT AGENT AGREEMENT DATED OCTOBER 29, 2003
Placement Agent Agreement • June 9th, 2004 • Document Security Systems Inc • Services-computer integrated systems design

Appended hereto is a Supplement No. 2 dated as of December 9, 2003 which supplements and amends the Offering Memorandum dated October 29, 2003 as previously amended by a Supplement No. 1 of Document Security Systems, Inc. (the "Company" or "DCSS"). The Placement Agent Agreement dated October 29, 2003 by and between the Company and Fordham Financial Management, Inc. is hereby amended by the terms of the appended Supplement No. 2. Further, it is understood that Fordham's counsel shall file an amended Form D with the Securities and Exchange Commission and with all blue sky states to reflect the increased offering. DCSS agrees to pay Morse & Morse, PLLC a fee of $2,500 to make all required filings plus to advance any additional filing fees required by the states.

WARRANT
Warrant Agreement • June 9th, 2004 • Document Security Systems Inc • Services-computer integrated systems design • New York
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