EXHIBIT 10.21



                         Document Security Systems, Inc.
                          36 W. Main Street, Suite 710
                               Rochester, NY 14614


Fordham Financial Management, Inc.                             November 25, 2003
14 Wall Street, 18th Floor
New York, NY 10005

Gentlemen:

         The following sets forth our understanding with respect to Fordham
Financial Management, Inc. Inc. ("Fordham") providing financial advisory
services for Document Security Systems, Inc. (the "Company".

         1. For a period of one (1) year from the closing of our Private
Placement Offering as more fully described in a Placement Agent Agreement dated
October 29, 2003, Fordham will render financial consulting services to the
Company as such services shall be required but in no event shall such services
require more than one business day per month and such services shall include the
following:

                  (a) to advise and assist in matters pertaining to the
financial requirements of the Company and to assist, as and when required, in
formulating plans and methods of financing; and

                   (b) to assist in obtaining financial management, and
technical and advisory services, and financial and corporate public relations,
as may be requested or advisable.

         2. All services required to be performed hereunder shall be requested
by the Company in writing and upon not less than three business days notice,
unless such notice is waived by you. Such notice shall be to the address
specified above or to such other place as you shall designate to us in writing.








         3. For Fordham's services to be performed hereunder, and for Fordham's
continued availability to perform such services, the Company will pay Fordham at
each Closing, a fee of 1% of the gross proceeds of the Private Placement
Offering. Further, we will reimburse Fordham for such reasonable out-of-pocket
expenses as may be incurred by Fordham on the Company's behalf, but only to the
extent authorized in writing by the Company.

         4. This Agreement has been duly approved by the Company's Board of
Directors.

         5. Fordham shall have no authority to bind the Company to any contract
or commitment, inasmuch as Fordham's services hereunder are advisory in nature.

         6. Fordham will maintain in confidence all proprietary, non-published
information obtained by Fordham with respect to the Company during the course of
the performance of Fordham's services hereunder and Fordham shall not use any of
the same for its own benefit or disclose any of the same to any third party,
without the Company's prior written consent, both during and after the term of
this Agreement.

         7. This Agreement shall not be assignable by either party without the
other party's prior written consent.

         8. This Agreement shall be binding upon, and shall inure to the benefit
of the Company's and Fordham's respective successors and permitted assigns.

         9. The foregoing represents the sole and entire agreement between us
with respect to the subject matter hereof and supersedes any prior agreements
between us with respect thereto. This Agreement may not be modified, amended or
waived except by a written instrument signed by the party to be charged. This
Agreement shall be governed by and construed in accordance with the internal
laws of the State of New York, without regard to the principles of conflicts of
laws of such State.

         Please signify your agreement to the foregoing by signing and returning
to us the enclosed copy of this Agreement which will thereupon constitute an
agreement between us.
                                       Very truly yours,

                                       DOCUMENT SECURITY SYSTEMS, INC.

                                       BY__________________________________
                                                Patrick White, President

Agreed and Consented to:

FORDHAM FINANCIAL MANAGEMENT, INC.


BY______________________________
    William Baquet, President