<PAGE>

                                                                    Exhibit 10.5


                                                              Confidential Draft
                                                        Dated: December 21, 2000

                                                                       EXHIBIT A
                                                                       ---------

         NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS
         CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
         COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON
         AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
         AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR
         SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
         SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A
         TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
         SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS,
         AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH
         EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
         COMPANY.


No. [  ]                                                            $[         ]

                        DIGITAL DESCRIPTOR SYSTEMS, INC.
                        12% SECURED CONVERTIBLE DEBENTURE
                             DUE DECEMBER [ ], 2001

         THIS DEBENTURE is one of a series of duly authorized and issued
debentures of Digital Descriptor Systems, Inc., a Delaware corporation, having a
principal place of business at 446 Lincoln Highway, Fairless Hills, PA 19030
(the "Company"), designated as its 12% Secured Convertible Debentures, due
December [ ], 2001, in the aggregate principal amount of Six Hundred Thousand
Dollars ($600,000) (the "Debentures").

         FOR VALUE RECEIVED, the Company promises to pay to [ ] or its
registered assigns (the "Holder"), the principal sum of $[ ], on December [ ],
2001 or such earlier date as the Debentures are required or permitted to be
repaid as provided hereunder (the "Maturity Date") and to pay interest to the
Holder on the aggregate unconverted and then outstanding principal amount of
this Debenture at the rate of 12% per annum, payable on a quarterly basis on
March 31, June 30, September 30 and December 31 of each year while such
Debentures are outstanding commencing on December 31, 2000 and on each


<PAGE>


Conversion Date (as defined herein) (each an "Interest Payment Date") for such
principal amount, commencing on the earlier to occur of a Conversion Date for
such principal amount and December 31, 2000, in cash or shares of Common Stock
(as defined in Section 6). Subject to the terms and conditions herein, the
Holder may elect to receive interest hereunder in shares of Common Stock or
cash. If interest is paid by the Company in shares of its Common Stock, then the
number of shares of Common Stock issuable on account of such interest shall
equal the cash amount of such interest on such Interest Payment Date divided by
the Conversion Price (as defined below) on such date. Interest shall be
calculated on the basis on a 360-day year and shall accrue daily commencing on
the Original Issue Date (as defined in Section 6) until payment in full of the
principal sum, together with all accrued and unpaid interest and other amounts
which may become due hereunder, has been made. Interest hereunder will be paid
to the Person (as defined in Section 6) in whose name this Debenture is
registered on the records of the Company regarding registration and transfers of
Debentures (the "Debenture Register"). All overdue accrued and unpaid interest
to be paid in cash hereunder shall entail a late fee at the rate of 15% per
annum ("Late Fee") (or such lower maximum amount of interest permitted to be
charged under applicable law) which will accrue daily, from the date such
interest is due hereunder through and including the date of payment, payable in
cash or, at the option of the Holder, in shares of Common Stock. If such Late
Fee is paid by the Company in shares of its Common Stock, then the number of
shares of Common Stock issuable on account of such Late Fee shall equal the cash
amount of such Late Fee on such Late Fee payment date divided by the Conversion
Price on such date.

         This Debenture is subject to the following additional provisions:

         Section 1. This Debenture is exchangeable for an equal aggregate
principal amount of Debentures of different authorized denominations, as
requested by the Holder surrendering the same. No service charge will be made
for such registration of transfer or exchange.

         Section 2. This Debenture has been issued subject to certain investment
representations of the original Holder set forth in the Purchase Agreement (as
defined in Section 6) and may be transferred or exchanged only in compliance
with the Purchase Agreement. Prior to due presentment to the Company for
transfer of this Debenture, the Company and any agent of the Company may treat
the Person (as defined in Section 6) in whose name this Debenture is duly
registered on the Debenture Register as the owner hereof for the purpose of
receiving payment as herein provided and for all other purposes, whether or not
this Debenture is overdue, and neither the Company nor any such agent shall be
affected by notice to the contrary.

                                      -2-


<PAGE>


         Section 3. Events of Default.

                  (a) "Event of Default", wherever used herein, means any one of
the following events (whatever the reason and whether it shall be voluntary or
involuntary or effected by operation of law or pursuant to any judgment, decree
or order of any court, or any order, rule or regulation of any administrative or
governmental body):

                           (i) any default in the payment of the principal of,
         interest (including any Late Fees) on or liquidated damages in respect
         of, any Debentures, free of any claim of subordination, as and when the
         same shall become due and payable (whether on a Conversion Date or the
         Maturity Date or by acceleration or otherwise);


                           (ii) the Company shall fail to observe or perform any
         other covenant, agreement or warranty contained in, or otherwise commit
         any breach of any of the Transaction Documents (as defined in Section
         6), and such failure or breach shall not have been remedied within five
         days after the date on which notice of such failure or breach shall
         have been given;

                           (iii) the Company or any of its subsidiaries shall
         commence, or there shall be commenced against the Company or any such
         subsidiary a case under any applicable bankruptcy or insolvency laws as
         now or hereafter in effect or any successor thereto, or the Company
         commences any other proceeding under any reorganization, arrangement,
         adjustment of debt, relief of debtors, dissolution, insolvency or
         liquidation or similar law of any jurisdiction whether now or hereafter
         in effect relating to the Company or any subsidiary thereof or there is
         commenced against the Company or any subsidiary thereof any such
         bankruptcy, insolvency or other proceeding which remains undismissed
         for a period of 60 days; or the Company or any subsidiary thereof is
         adjudicated insolvent or bankrupt; or any order of relief or other
         order approving any such case or proceeding is entered; or the Company
         or any subsidiary thereof suffers any appointment of any custodian or
         the like for it or any substantial part of its property which continues
         undischarged or unstayed for a period of 60 days; or the Company or any
         subsidiary thereof makes a general assignment for the benefit of
         creditors; or the Company shall fail to pay, or shall state that it is
         unable to pay, or shall be unable to pay, its debts generally as they
         become due; or the Company or any subsidiary thereof shall call a
         meeting of its creditors with a view to arranging a composition,
         adjustment or restructuring of its debts; or the Company or any
         subsidiary thereof shall by any act or failure to act expressly
         indicate its consent to, approval of or acquiescence in any of the
         foregoing; or any corporate or other action is taken by the Company or
         any subsidiary thereof for the purpose of effecting any of the
         foregoing;

                                      -3-

<PAGE>


                           (iv) the Company shall default in any of its
         obligations under any other Debenture or any mortgage, credit agreement
         or other facility, indenture agreement, factoring agreement or other
         instrument under which there may be issued, or by which there may be
         secured or evidenced any indebtedness for borrowed money or money due
         under any long term leasing or factoring arrangement of the Company in
         an amount exceeding $100,000, whether such indebtedness now exists or
         shall hereafter be created and such default shall result in such
         indebtedness becoming or being declared due and payable prior to the
         date on which it would otherwise become due and payable;

                           (v) the Common Stock shall not be eligible for
         quotation on and quoted for trading on the OTC Bulletin Board ("OTC')
         or listed for trading on the Nasdaq SmallCap Market, New York Stock
         Exchange, American Stock Exchange or the Nasdaq National Market (each,
         a "Subsequent Market") and shall not again be eligible for and quoted
         or listed for trading thereon within five Trading Days;

                           (vi) the Company shall be a party to any Change of
         Control Transaction (as defined in Section 6), shall agree to sell or
         dispose all or in excess of 33% of its assets in one or more
         transactions (whether or not such sale would constitute a Change of
         Control Transaction), or shall redeem or repurchase more than a de
         minimis number of shares of Common Stock or other equity securities of
         the Company (other than redemptions of Underlying Shares (as defined in
         Section 6));

                           (vii) an Underlying Shares Registration Statement (as
         defined in Section 6) shall not have been declared effective by the
         Commission (as defined in Section 6) on or prior to the 120th day after
         the Original Issue Date;

                           (viii) if, during the Effectiveness Period (as
         defined in the Registration Rights Agreement (as defined in Section
         6)), the effectiveness of the Underlying Shares Registration Statement
         lapses for any reason or the Holder shall not be permitted to resell
         Registrable Securities (as defined in the Registration Rights
         Agreement) under the Underlying Shares Registration Statement, in
         either case, for more than five consecutive Trading Days or an
         aggregate of eight Trading Days (which need not be consecutive Trading
         Days);

                           (ix) an Event (as defined in the Registration Rights
         Agreement) shall not have been cured to the satisfaction of the Holder
         prior to the expiration of thirty days from the Event Date (as defined
         in the Registration Rights Agreement) relating thereto (other than an
         Event resulting from a failure of an Underlying Shares Registration
         Statement to be declared effective by the Commission on or prior to the
         120th day after the Original Issue Date, which shall be covered by
         Section 3(a)(vii));

                                      -4-

<PAGE>


                           (x) the Company shall fail for any reason to deliver
         certificates to a Holder prior to the third Trading Day after a
         Conversion Date pursuant to and in accordance with Section 4(b) or the
         Company shall provide notice to the Holder, including by way of public
         announcement, at any time, of its intention not to comply with requests
         for conversions of any Debentures in accordance with the terms hereof;

                           (xi) if the registration statement on Form 10 filed
         by the Company with with the Commission pursuant to Sections 12(b) or
         12(g) (as applicable) of the Exchange Act is not declared effective by
         the 30th Trading Day after the Original Issue Date or if after the
         registration statement is declared effective, such effectiveness of the
         registration statement lapses for any reason for more than five
         consecutive Trading Days;

                           (xii) the Company shall fail for any reason to
         deliver the payment in cash pursuant to a Buy-In (as defined herein)
         within five days after notice is claimed delivered hereunder; or

                  (b) During the time that any portion of this Debenture is
outstanding, if any Event of Default occurs and is continuing, the full
principal amount of this Debenture (and, at the Holder's option, all other
Debentures then held by such Holder), together with interest and other amounts
owing in respect thereof, to the date of acceleration shall become at the
Holder's election, immediately due and payable in cash, provided however, that
if the Company informs the Holder that it will be unable to pay the amounts due
in cash, the Holder may request payment of such amounts in stock. The number of
shares of Common Stock issuable in payment thereof shall be determined by
dividing the aggregate amount due to the Holder by the Conversion Price. The
aggregate amount payable upon an Event of Default shall be equal to the sum of
(i) the Mandatory Prepayment Amount (as defined in Section 6) plus (ii) the
product of (A) the number of Underlying Shares issued in respect of conversions
hereunder within thirty days of the date of a declaration of an Event of Default
and then held by the Holder and (B) the Per Share Market Value (as defined in
Section 6) on the date prepayment is due or the date the full prepayment price
is paid, whichever is greater. Interest shall accrue on the prepayment amount
hereunder from the seventh day after such amount is due (being the date of an
Event of Default) through the date of prepayment in full thereof at the rate of
15% per annum (or such lesser maximum amount that is permitted to be paid by
applicable law), to accrue daily from the date such payment is due hereunder
through and including the date of payment. All Debentures and Underlying Shares
for which the full prepayment price hereunder shall have been paid in accordance
herewith shall promptly be surrendered to or as directed by the Company. The
Holder need not provide and the Company hereby waives any presentment, demand,
protest or other notice of any kind, and the Holder may immediately and without
expiration of any grace period enforce any and all of its rights and remedies
hereunder and all other remedies available to it under applicable law. Such
declaration may be rescinded and annulled by Holder at any time prior to payment
hereunder. No such rescission or annulment shall affect any subsequent Event of
Default or impair any right consequent thereon.

                                      -5-


<PAGE>


         Section 4.          Conversion.

                  (a) (i) Conversion at Option of Holder. (A) This Debenture
shall be convertible into shares of Common Stock at the option of the Holder, in
whole or in part at any time and from time to time, after the Original Issue
Date (subject to the limitations on conversion set forth in Section 4(a)(ii)
hereof). The number of shares of Common Stock issuable upon a conversion
hereunder equals the sum of (i) the quotient obtained by dividing (x) the
outstanding principal amount of this Debenture to be converted by (y) the
Conversion Price (as defined herein), and (ii) the amount equal to (I) the
product of (x) the outstanding principal amount of this Debenture to be
converted and (y) the product of (1) the quotient obtained by dividing .12 by
360 and (2) the number of days for which such principal amount was outstanding,
divided by (II) the Conversion Price on the Conversion Date, provided, that if
the Holder shall have elected to receive the interest due on a Conversion Date
in cash, subsection (ii) shall not be used in the calculation of the number of
shares of Common Stock issuable upon a conversion hereunder.

                           (B) Notwithstanding anything to the contrary
contained herein, if on any Conversion Date:

                           (1) the number of shares of Common Stock at the time
         authorized, unissued and unreserved for all purposes, or held as
         treasury stock, is insufficient to pay interest hereunder in shares of
         Common Stock;

                           (2) after the Interest Effectiveness Date (as defined
         in Section 6) such shares of Common Stock (x) are not registered for
         resale pursuant to an effective Underlying Shares Registration
         Statement and (y) may not be sold without volume restrictions pursuant
         to Rule 144(k) promulgated under the Securities Act (as defined in
         Section 6), as determined by counsel to the Company pursuant to a
         written opinion letter, addressed to the Company's transfer agent in
         the form and substance acceptable to the applicable Holder and such
         transfer agent (if the shares of Common Stock are permitted by the
         Holder to be delivered under this clause (2) prior to the Effectiveness
         Date (as defined in the Registration Rights Agreement) and thereafter
         an Underlying Shares Registration Statement shall be declared effective
         by the Commission, the Company shall, within three Trading Days after
         the date of such declaration of effectiveness, exchange such shares for
         shares of Common Stock that are free of restrictive legends of any
         kind);

                           (3)  the Common Stock is not listed or quoted  or
         trading on the OTC or on a Subsequent Market;

                           (4) the Company has failed to timely satisfy its
         conversion obligations hereunder; or

                                      -6-

<PAGE>


                           (5) the issuance of such shares of Common Stock would
         result in a violation  of Sections 4(a)(ii),

                           then, at the option of the Holder, the Company, in
lieu of delivering shares of Common Stock pursuant to Section 4(a)(i)(A)(ii),
shall deliver, within three Trading Days of each applicable Conversion Date, an
amount in cash equal to the product of (a) the outstanding principal amount of
the Debentures to be converted on such Conversion Date and (b) the product of
(x) the quotient obtained by dividing .12 by 360 and (y) the number of days for
which such principal amount was outstanding.

                           (C) The Holder shall effect conversions by
simultaneously delivering to the Company and the Escrow Agent a completed notice
in the form attached hereto as Exhibit A (a "Conversion Notice"), including a
completed Conversion Schedule in the form of Schedule 1 to the Conversion Notice
(on each Conversion Date, the "Conversion Schedule"). The Conversion Schedule
shall set forth the remaining principal amount of this Debenture and all accrued
and unpaid interest thereon subsequent to the conversion at issue. The date on
which a Conversion Notice is delivered is the "Conversion Date." Unless the
Holder is converting the entire principal amount outstanding under this
Debenture, the Holder is not be required to physically surrender this Debenture
to the Company in order to effect conversions. Subject to Section 4(b), each
Conversion Notice, once given, shall be irrevocable. Conversions hereunder shall
have the effect of lowering the outstanding principal amount of this Debenture
plus all accrued and unpaid interest thereon in an amount equal to the
applicable conversion, which shall be evidenced by entries set forth in the
Conversion Schedule. The Holder and the Company shall maintain records showing
the principal amount converted and the date of such conversions. In the event of
any dispute or discrepancy, the records of the Holder shall be controlling and
determinative in the absence of manifest error.

                  (ii)     Certain Conversion Restrictions.

                                    (A) A Holder may not convert Debentures or
receive shares of Common Stock as payment of interest hereunder to the extent
such conversion or receipt of such interest payment would result in the Holder,
together with any affiliate thereof, beneficially owning (as determined in
accordance with Section 13(d) of the Exchange Act and the rules promulgated
thereunder) in excess of 4.999% of the then issued and outstanding shares of
Common Stock, including shares issuable upon conversion of, and payment of
interest on, the Debentures held by such Holder after application of this
Section. Since the Holder will not be obligated to report to the Company the
number of shares of Common Stock it may hold at the time of a conversion
hereunder, unless the conversion at issue would result in the issuance of shares
of Common Stock in excess of 4.999% of the then outstanding shares of Common
Stock without regard to any other shares which may be beneficially owned by the
Holder or an affiliate thereof, the Holder shall have the authority and
obligation to determine whether the restriction contained in this Section will
limit any particular conversion hereunder and to the extent that the Holder
determines that the limitation contained in this Section applies, the


                                      -7-

<PAGE>

determination of which portion of the principal amount of Debentures are
convertible shall be the responsibility and obligation of the Holder. If the
Holder has delivered a Conversion Notice for a principal amount of Debentures
that, without regard to any other shares that the Holder or its affiliates may
beneficially own, would result in the issuance in excess of the permitted amount
hereunder, the Company shall notify the Holder of this fact and shall honor the
conversion for the maximum principal amount permitted to be converted on such
Conversion Date in accordance with the periods described in Section 4(b) and, at
the option of the Holder, either retain any principal amount tendered for
conversion in excess of the permitted amount hereunder for future conversions or
return such excess principal amount to the Holder. The provisions of this
Section may be waived by a Holder (but only as to itself and not to any other
Holder) upon not less than 61 days prior notice to the Company. Other Holders
shall be unaffected by any such waiver.


                                    (B) A Holder may not convert Debentures or
receive shares of Common Stock as payment of interest hereunder to the extent
such conversion or receipt of such interest payment would result in the Holder,
together with any affiliate thereof, beneficially owning (as determined in
accordance with Section 13(d) of the Exchange Act and the rules promulgated
thereunder) in excess of 9.999% of the then issued and outstanding shares of
Common Stock, including shares issuable upon conversion of, and payment of
interest on, the Debentures held by such Holder after application of this
Section. Since the Holder will not be obligated to report to the Company the
number of shares of Common Stock it may hold at the time of a conversion
hereunder, unless the conversion at issue would result in the issuance of shares
of Common Stock in excess of 9.999% of the then outstanding shares of Common
Stock without regard to any other shares which may be beneficially owned by the
Holder or an affiliate thereof, the Holder shall have the authority and
obligation to determine whether the restriction contained in this Section will
limit any particular conversion hereunder and to the extent that the Holder
determines that the limitation contained in this Section applies, the
determination of which portion of the principal amount of Debentures are
convertible shall be the responsibility and obligation of the Holder. If the
Holder has delivered a Conversion Notice for a principal amount of Debentures
that, without regard to any other shares that the Holder or its affiliates may
beneficially own, would result in the issuance in excess of the permitted amount
hereunder, the Company shall notify the Holder of this fact and shall honor the
conversion for the maximum principal amount permitted to be converted on such
Conversion Date in accordance with the periods described in Section 4(b) and, at
the option of the Holder, either retain any principal amount tendered for
conversion in excess of the permitted amount hereunder for future conversions or
return such excess principal amount to the Holder. The provisions of this
Section may be waived by a Holder (but only as to itself and not to any other
Holder) upon not less than 61 days prior notice to the Company. Other Holders
shall be unaffected by any such waiver.

                  (b) (i) Not later than three Trading Days after any Conversion
Date, (i) the Escrow Agent is hereby authorized and directed to deliver to the
Holder a certificate or certificates which shall be free of restrictive legends
and trading restrictions (other than those required by Section 3.1(b) of the
Purchase Agreement) representing the number of shares of Common Stock issuable

                                      -8-


<PAGE>

upon such conversion in accordance with the terms hereof (if there is no Escrow
Agent for such purpose or for any reason there are insufficient shares of Common
Stock deposited with the Escrow Agent for delivery to the Holder upon conversion
hereunder, the Corporation will deliver to the Holder within three Trading Days
the shares of Common Stock being acquired upon the conversion), and (ii) if the
Holder has elected to receive accrued interest in cash, the Company will deliver
to the Holder a bank check, payable to Holder, in the amount of accrued and
unpaid interest. If requested by a Holder, the Company and the Escrow Agent will
use their best efforts to deliver conversion shares electronically through the
Depository Trust Corporation or another established clearing corporation
performing similar functions. If shares of Common Stock issuable following a
Conversion Notice are not delivered to or as directed by the Holder by the third
Trading Day after a Conversion Date, the Holder shall be entitled by written
notice to the Escrow Agent and the Company at any time on or before its receipt
of such shares, to rescind such conversion, in which event the Company shall
immediately return to the Holder a Debenture in principal amount equal to the
principal amount, interest and all other amounts due in respect of the
Conversion Notice (provided the Holder is converting the entire principal amount
outstanding under this Debenture).

                  (ii) If the Company fails to deliver to the Holder such
certificate or certificates pursuant to Section 4(b)(i) by the third Trading Day
after the Conversion Date, the Company shall pay to such Holder, in cash, as
liquidated damages and not as a penalty, $5,000 for each Trading Day after such
third Trading Day until such certificates are delivered. Nothing herein shall
limit a Holder's right to pursue actual damages or declare an Event of Default
pursuant to Section 3 herein for the Company's failure to deliver certificates
representing shares of Common Stock upon conversion within the period specified
herein and such Holder shall have the right to pursue all remedies available to
it at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief. The exercise of any such rights shall not
prohibit the Holders from seeking to enforce damages pursuant to any other
Section hereof or under applicable law. Further, if the Company shall not have
delivered any cash due in respect of conversions of Debentures or as payment of
interest thereon by the third Trading Day after the Conversion Date, the Holder
may, by notice to the Company, require the Company to issue shares of Common
Stock pursuant to Section 4(c), except that for such purpose the Conversion
Price applicable thereto shall be the lesser of the Conversion Price on the
Conversion Date and the Conversion Price on the date of such Holder demand. Any
such shares will be subject to the provision of this Section.

                  (iii) In addition to any other rights available to the Holder,
if the Company fails to deliver to the Holder such certificate or certificates
pursuant to Section 4(b)(i) by the third Trading Day after the Conversion Date,
and if after such third Trading Day the Holder purchases (in an open market
transaction or otherwise) Common Stock to deliver in satisfaction of a sale by
such Holder of the Underlying Shares which the Holder anticipated receiving upon
such conversion (a "Buy-In"), then the Company shall (A) pay in cash to the
Holder (in addition to any remedies available to or elected by the Holder) the
amount by which (x) the Holder's total purchase price (including brokerage
commissions, if any) for the Common Stock so purchased exceeds (y) the product

                                      -9-

<PAGE>

of (1) the aggregate number of shares of Common Stock that such Holder
anticipated receiving from the conversion at issue multiplied by (2) the market
price of the Common Stock at the time of the sale giving rise to such purchase
obligation and (B) at the option of the Holder, either reissue Debentures in
principal amount equal to the principal amount of the attempted conversion or
deliver to the Holder the number of shares of Common Stock that would have been
issued had the Company timely complied with its delivery requirements under
Section 4(b)(i). For example, if the Holder purchases Common Stock having a
total purchase price of $11,000 to cover a Buy-In with respect to an attempted
conversion of Debentures with respect to which the market price of the
Underlying Shares on the date of conversion was a total of $10,000 under clause
(A) of the immediately preceding sentence, the Company shall be required to pay
the Holder $1,000. The Holder shall provide the Company written notice
indicating the amounts payable to the Holder in respect of the Buy-In.
Notwithstanding anything contained herein to the contrary, if a Holder requires
the Company to make payment in respect of a Buy-In for the failure to timely
deliver certificates hereunder and the Company timely pays in full such payment,
the Company shall not be required to pay such Holder liquidated damages under
Section 4(b)(ii) in respect of the certificates resulting in such Buy-In.

         (c) (i) The conversion price (the "Conversion Price") in effect on any
Conversion Date shall be the lesser of (1) $0.08 (the "Initial Conversion
Price"), and (2) 50% of the average of the lowest three inter-day trading prices
(which need not occur on consecutive Trading Days) during the ten Trading Days
immediately preceding the applicable Conversion Date (which may include Trading
Days prior to the Original Issue Date), provided, that such ten Trading Day
period shall be extended for the number of Trading Days during such period in
which (A) trading in the Common Stock is suspended by, or not traded on, the OTC
or a Subsequent Market on which the Common Stock is then listed, or (B) after
the date declared effective by the Commission, the Underlying Shares
Registration Statement is either not effective or the Prospectus included in the
Underlying Shares Registration Statement may not be used by the Holder for the
resale of Underlying Shares.

                  (ii) If the Company, at any time while the Debentures are
outstanding, (a) shall pay a stock dividend or otherwise make a distribution or
distributions on shares of its Common Stock or any other equity or equity
equivalent securities payable in shares of Common Stock, (b) subdivide
outstanding shares of Common Stock into a larger number of shares, (c) combine
(including by way of reverse stock split) outstanding shares of Common Stock
into a smaller number of shares, or (d) issue by reclassification of shares of
the Common Stock any shares of capital stock of the Company, then the Initial
Conversion Price shall be multiplied by a fraction of which the numerator shall
be the number of shares of Common Stock (excluding treasury shares, if any)
outstanding before such event and of which the denominator shall be the number
of shares of Common Stock outstanding after such event. Any adjustment made
pursuant to this Section shall become effective immediately after the record
date for the determination of stockholders entitled to receive such dividend or
distribution and shall become effective immediately after the effective date in
the case of a subdivision, combination or re-classification.

                                      -10-


<PAGE>


                  (iii) If the Company, at any time while Debentures are
outstanding, shall issue rights, options or warrants to all holders of Common
Stock (and not to Holders) entitling them to subscribe for or purchase shares of
Common Stock at a price per share less than the Per Share Market Value at the
record date mentioned below, then the Conversion Price shall be multiplied by a
fraction, of which the denominator shall be the number of shares of the Common
Stock (excluding treasury shares, if any) outstanding on the date of issuance of
such rights or warrants plus the number of additional shares of Common Stock
offered for subscription or purchase, and of which the numerator shall be the
number of shares of the Common Stock (excluding treasury shares, if any)
outstanding on the date of issuance of such rights or warrants plus the number
of shares which the aggregate offering price of the total number of shares so
offered would purchase at such Per Share Market Value. Such adjustment shall be
made whenever such rights or warrants are issued, and shall become effective
immediately after the record date for the determination of stockholders entitled
to receive such rights, options or warrants. However, upon the expiration of any
such right, option or warrant to purchase shares of the Common Stock the
issuance of which resulted in an adjustment in the Conversion Price pursuant to
this Section, if any such right, option or warrant shall expire and shall not
have been exercised, the Conversion Price shall immediately upon such expiration
be recomputed and effective immediately upon such expiration be increased to the
price which it would have been (but reflecting any other adjustments in the
Conversion Price made pursuant to the provisions of this Section after the
issuance of such rights or warrants) had the adjustment of the Conversion Price
made upon the issuance of such rights, options or warrants been made on the
basis of offering for subscription or purchase only that number of shares of the
Common Stock actually purchased upon the exercise of such rights, options or
warrants actually exercised.

                  (iv) If the Company or any subsidiary thereof, as applicable
with respect to Common Stock Equivalents (as defined below), at any time while
Debentures are outstanding, shall issue shares of Common Stock or rights,
warrants, options or other securities or debt that are convertible into or
exchangeable for shares of Common Stock ("Common Stock Equivalents") entitling
any Person to acquire shares of Common Stock, at a price per share less than the
Conversion Price (if the holder of the Common Stock or Common Stock Equivalent
so issued shall at any time, whether by operation of purchase price adjustments,
reset provisions, floating conversion, exercise or exchange prices or otherwise,
or due to warrants, options or rights per share which is issued in connection
with such issuance, be entitled to receive shares of Common Stock at a price per
share which is less than the Conversion Price, such issuance shall be deemed to
have occurred for less than the Conversion Price), then, at the sole option of
the Holder, the Conversion Price shall be adjusted to mirror the conversion,
exchange or purchase price for such Common Stock or Common Stock Equivalents
(including any reset provisions thereof) at issue. Such adjustment shall be made
whenever such Common Stock or Common Stock Equivalents are issued. The Company
shall notify the Holder and the Escrow Agent in writing, no later than the
business day following the issuance of any Common Stock or Common Stock
Equivalent subject to this section, indicating therein the applicable issuance

                                      -11-

<PAGE>

price, or of applicable reset price, exchange price, conversion price and other
pricing terms. No adjustment under this Section shall be made as a result of (i)
issuances of Common Stock or Common Stock Equivalents to the extent disclosed in
Schedule 2.1(c) to the Purchase Agreement, (ii) issuances and exercises of
options to purchase shares of Common Stock issued for compensatory purposes
pursuant to any of the Company's stock option or stock purchase plans, or (iii)
exercises under the Warrants (as defined in the Purchase Agreement).

                  (v) If the Company, at any time while Debentures are
outstanding, shall distribute to all holders of Common Stock (and not to
Holders) evidences of its indebtedness or assets or rights or warrants to
subscribe for or purchase any security, then in each such case the Conversion
Price at which Debentures shall thereafter be convertible shall be determined by
multiplying the Conversion Price in effect immediately prior to the record date
fixed for determination of stockholders entitled to receive such distribution by
a fraction of which the denominator shall be the Per Share Market Value
determined as of the record date mentioned above, and of which the numerator
shall be such Per Share Market Value on such record date less the then fair
market value at such record date of the portion of such assets or evidence of
indebtedness so distributed applicable to one outstanding share of the Common
Stock as determined by the Board of Directors in good faith. In either case the
adjustments shall be described in a statement provided to the Holders of the
portion of assets or evidences of indebtedness so distributed or such
subscription rights applicable to one share of Common Stock. Such adjustment
shall be made whenever any such distribution is made and shall become effective
immediately after the record date mentioned above.

                  (vi) In case of any reclassification of the Common Stock or
any compulsory share exchange pursuant to which the Common Stock is converted
into other securities, cash or property, the Holders shall have the right
thereafter to, at their option, (A) convert the then outstanding principal
amount, together with all accrued but unpaid interest and any other amounts then
owing hereunder in respect of this Debenture only into the shares of stock and
other securities, cash and property receivable upon or deemed to be held by
holders of the Common Stock following such reclassification or share exchange,
and the Holders of the Debentures shall be entitled upon such event to receive
such amount of securities, cash or property as the shares of the Common Stock of
the Company into which the then outstanding principal amount, together with all
accrued but unpaid interest and any other amounts then owing hereunder in
respect of this Debenture could have been converted immediately prior to such
reclassification or share exchange would have been entitled or (B) require the
Company to prepay the aggregate of its outstanding principal amount of
Debentures, plus all interest and other amounts due and payable thereon, at a
price determined in accordance with Section 3(b). The entire prepayment price
shall be paid in cash. This provision shall similarly apply to successive
reclassifications or share exchanges.

                  (vii) All calculations under this Section 4 shall be made to
the nearest cent or the nearest 1/100th of a share, as the case may be. No
adjustments in either the Conversion Price or the Initial Conversion Price shall
be required if such adjustment is less than $0.01, provided, however, that any
adjustments which by reason of this Section are not required to be made shall be
carried forward and taken into account in any subsequent adjustment.

                                      -12-


<PAGE>


                  (viii) Whenever either the Initial Conversion Price or the
Conversion Price is adjusted pursuant to any of Section 4(c)(ii) - (v), the
Company shall promptly mail to each Holder a notice setting forth the Initial
Conversion Price or Conversion Price (as applicable) after such adjustment and
setting forth a brief statement of the facts requiring such adjustment.

                  (ix) If (A) the Company shall declare a dividend (or any other
distribution) on the Common Stock; (B) the Company shall declare a special
nonrecurring cash dividend on or a redemption of the Common Stock; (C) the
Company shall authorize the granting to all holders of the Common Stock rights
or warrants to subscribe for or purchase any shares of capital stock of any
class or of any rights; (D) the approval of any stockholders of the Company
shall be required in connection with any reclassification of the Common Stock,
any consolidation or merger to which the Company is a party, any sale or
transfer of all or substantially all of the assets of the Company, of any
compulsory share exchange whereby the Common Stock is converted into other
securities, cash or property; (E) the Company shall authorize the voluntary or
involuntary dissolution, liquidation or winding up of the affairs of the
Company; then, in each case, the Company shall cause to be filed at each office
or agency maintained for the purpose of conversion of the Debentures, and shall
cause to be mailed to the Holders at their last addresses as they shall appear
upon the stock books of the Company, at least 20 calendar days prior to the
applicable record or effective date hereinafter specified, a notice stating (x)
the date on which a record is to be taken for the purpose of such dividend,
distribution, redemption, rights or warrants, or if a record is not to be taken,
the date as of which the holders of the Common Stock of record to be entitled to
such dividend, distributions, redemption, rights or warrants are to be
determined or (y) the date on which such reclassification, consolidation,
merger, sale, transfer or share exchange is expected to become effective or
close, and the date as of which it is expected that holders of the Common Stock
of record shall be entitled to exchange their shares of the Common Stock for
securities, cash or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer or share exchange, provided, that the
failure to mail such notice or any defect therein or in the mailing thereof
shall not affect the validity of the corporate action required to be specified
in such notice. Holders are entitled to convert Debentures during the 20-day
period commencing the date of such notice to the effective date of the event
triggering such notice.

                  (x) In case of any (1) merger or consolidation of the Company
with or into another Person, or (2) sale by the Company of more than one-half of
the assets of the Company in one or a series of related transactions, a Holder
shall have the right to (A) exercise any rights under Section 3(b), (B) convert
its aggregate principal amount of Debentures then outstanding into the shares of
stock and other securities, cash and property receivable upon or deemed to be
held by holders of Common Stock following such merger, consolidation or sale,
and such Holder shall be entitled upon such event or series of related events to

                                      -13-


<PAGE>

receive such amount of securities, cash and property as the shares of Common
Stock into which such aggregate principal amount of Debentures could have been
converted immediately prior to such merger, consolidation or sales would have
been entitled, or (C) in the case of a merger or consolidation, require the
surviving entity to issue to the Holder convertible debentures with a principal
amount equal to the aggregate principal amount of Debentures then held by such
Holder, plus all accrued and unpaid interest and other amounts owing thereon,
which newly issued convertible debentures shall have terms identical (including
with respect to conversion) to the terms of this Debenture, and shall be
entitled to all of the rights and privileges of a Holder of Debentures set forth
herein and the agreements pursuant to which the Debentures were issued. In the
case of clause (C), the conversion price applicable for the newly issued shares
of convertible preferred stock or convertible debentures shall be based upon the
amount of securities, cash and property that each share of Common Stock would
receive in such transaction and the Conversion Price in effect immediately prior
to the effectiveness or closing date for such transaction. The terms of any such
merger, sale or consolidation shall include such terms so as to continue to give
the Holders the right to receive the securities, cash and property set forth in
this Section upon any conversion or redemption following such event. This
provision shall similarly apply to successive such events.

         (d) The Company covenants that it will at all times reserve and keep
available out of its authorized and unissued shares of Common Stock solely for
the purpose of issuance upon conversion of the Debentures and payment of
interest on the Debentures, each as herein provided, free from preemptive rights
or any other actual contingent purchase rights of persons other than the
Holders, not less than such number of shares of the Common Stock as shall
(subject to any additional requirements of the Company as to reservation of such
shares set forth in the Purchase Agreement) be issuable (taking into account the
adjustments and restrictions of Section 4(b)) upon the conversion of the
outstanding principal amount of the Debentures and payment of interest
hereunder. The Company covenants that all shares of Common Stock that shall be
so issuable shall, upon issue, be duly and validly authorized, issued and fully
paid, nonassessable and, if the Underlying Shares Registration Statement has
been declared effective under the Securities Act, registered for public sale in
accordance with such Underlying Shares Registration Statement.

         (e) Upon a conversion hereunder the Company shall not be required to
issue stock certificates representing fractions of shares of the Common Stock,
but may if otherwise permitted, make a cash payment in respect of any final
fraction of a share based on the Per Share Market Value at such time. If the
Company elects not, or is unable, to make such a cash payment, the Holder shall
be entitled to receive, in lieu of the final fraction of a share, one whole
share of Common Stock.

         (f) The issuance of certificates for shares of the Common Stock on
conversion of the Debentures shall be made without charge to the Holders thereof
for any documentary stamp or similar taxes that may be payable in respect of the
issue or delivery of such certificate, provided that the Company shall not be
required to pay any tax that may be payable in respect of any transfer involved
in the issuance and delivery of any such certificate upon conversion in a name

                                      -14-

<PAGE>

other than that of the Holder of such Debentures so converted and the Company
shall not be required to issue or deliver such certificates unless or until the
person or persons requesting the issuance thereof shall have paid to the Company
the amount of such tax or shall have established to the satisfaction of the
Company that such tax has been paid.

         (g) Any and all notices or other communications or deliveries to be
provided by the Holders hereunder, including, without limitation, any Conversion
Notice, shall be in writing and delivered personally, by facsimile, sent by a
nationally recognized overnight courier service or sent by certified or
registered mail, postage prepaid, addressed to the Company, at 446 Lincoln
Highway, Fairless Hills, PA 19030, Facsimile No.: [ ] [ ], attention: [ ], or
such other address or facsimile number as the Company may specify for such
purposes by notice to the Holders delivered in accordance with this Section,
with a copy to (other than for Conversion Notices) [ ], Facsimile No.: [ ] [ ],
Attn: [ ], Esq. Any and all notices or other communications or deliveries to be
provided by the Company hereunder shall be in writing and delivered personally,
by facsimile, sent by a nationally recognized overnight courier service or sent
by certified or registered mail, postage prepaid, addressed to each Holder at
the facsimile telephone number or address of such Holder appearing on the books
of the Company, or if no such facsimile telephone number or address appears, at
the principal place of business of the Holder. Any notice or other communication
or deliveries hereunder shall be deemed given and effective on the earliest of
(i) the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile telephone number specified in this Section prior to
5:00 p.m. (New York City time), (ii) the date after the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile
telephone number specified in this Section later than 5:00 p.m. (New York City
time) on any date and earlier than 11:59 p.m. (New York City time) on such date,
(iii) four days after deposit in the United States mail, (iv) the Business Day
following the date of mailing, if sent by nationally recognized overnight
courier service, or (v) upon actual receipt by the party to whom such notice is
required to be given.

      Section 5. Optional Prepayment. During the first 30 days following the
Original Issue Date, the Company shall have the right to prepay all or any
portion of the outstanding principal amount of this Debenture for which
Conversion Notices have not previously been delivered by delivery of the
prepayment price to the Holder together with a written accounting of the
principal amount to be prepaid plus other amounts owing thereon. The prepayment
price applicable to prepayments under this Section must be paid in full by 5:00
p.m. (New York time) on the 30th day following the Original Issue Date in cash
and shall equal 130% of the principal amount of the Debentures to be prepaid,
and all unpaid and accrued interest thereon. The prepayment contemplated in the
Company's prepayment notice shall be, at the option of the Holder, null and void
if any portion of the prepayment is not timely paid in full. Upon receipt of the
prepayment price for a prepayment under this Section, the Holder shall, (i) if
such prepayment is only for a portion of the principal amount then outstanding
under this Debenture, promptly deliver to the Company a revised Conversion
Schedule reflecting such prepayment or (ii) if such prepayment is for the entire
then outstanding principal amount under this Debenture, promptly deliver this
Debenture, marked paid in full.

                                      -15-

<PAGE>


      Section 6. Definitions. For the purposes hereof, the following terms shall
have the following meanings:

         "Business Day" means any day except Saturday, Sunday and any day which
shall be a federal legal holiday in the United States or a day on which banking
institutions in the State of New York or Commonwealth of Pennsylvania are
authorized or required by law or other government action to close.

         "Change of Control Transaction" means the occurrence of any of (i) an
acquisition after the date hereof by an individual or legal entity or "group"
(as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of
effective control (whether through legal or beneficial ownership of capital
stock of the Company, by contract or otherwise) of in excess of 33% of the
voting securities of the Company, (ii) a replacement at one time or over time of
more than one-half of the members of the Company's board of directors which is
not approved by a majority of those individuals who are members of the board of
directors on the date hereof (or by those individuals who are serving as members
of the board of directors on any date whose nomination to the board of directors
was approved by a majority of the members of the board of directors who are
members on the date hereof), (iii) the merger of the Company with or into
another entity that is not wholly-owned by the Company, consolidation or sale of
50% or more of the assets of the Company in one or a series of related
transactions, or (iv) the execution by the Company of an agreement to which the
Company is a party or by which it is bound, providing for any of the events set
forth above in (i), (ii) or (iii).

         "Commission" means the Securities and Exchange Commission.

         "Common Stock" means the common stock, $0.001 par value per share, of
the Company and stock of any other class into which such shares may hereafter
have been reclassified or changed.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Mandatory Prepayment Amount" for any Debentures shall equal the sum of
(i) the greater of (A) 130% of the principal amount of Debentures to be prepaid,
plus all accrued and unpaid interest thereon, and (B) the principal amount of
Debentures to be prepaid, plus all accrued and unpaid interest thereon, divided
by the Conversion Price on (x) the date the Mandatory Prepayment Amount is
demanded or otherwise due or (y) the date the Mandatory Prepayment Amount is
paid in full, whichever is less, multiplied by the Per Share Market Value on (x)
the date the Mandatory Prepayment Amount is demanded or otherwise due or (y) the
date the Mandatory Prepayment Amount is paid in full, whichever is greater, and
(ii) all other amounts, costs, expenses and liquidated damages due in respect of
such Debentures.

                                      -16-


<PAGE>


         "Original Issue Date" shall mean the date of the first issuance of the
Debentures regardless of the number of transfers of any Debenture and regardless
of the number of instruments which may be issued to evidence such Debenture.

         "Per Share Market Value" means on any particular date (a) the closing
bid price per share of Common Stock on such date on the Subsequent Market on
which the shares of Common Stock are then listed or quoted (as reported by
Bloomberg L.P. at 4:15 PM (New York time) for the closing sales price for
regular session trading on such day), or if there is no such price on such date,
then the closing bid price on the Subsequent Market on the date nearest
preceding such date (as reported by Bloomberg L.P. at 4:15 PM (New York time)
for the closing sales price for regular session trading on such day), or (b) if
the shares of Common Stock are not then listed or quoted on a Subsequent Market,
the closing bid price for a share of Common Stock in the OTC, as reported by the
National Quotation Bureau Incorporated or similar organization or agency
succeeding to its functions of reporting prices) at the close of business on
such date, or (c) if the shares of Common Stock are not then reported by the
National Quotation Bureau Incorporated (or similar organization or agency
succeeding to its functions of reporting prices), then the average of the "Pink
Sheet" quotes for the relevant conversion period, as determined in good faith by
the Holder, or (d) if the shares of Common Stock are not then publicly traded
the fair market value of a share of Common Stock as determined by an Appraiser
selected in good faith by the Holders of a majority in interest of the principal
amount of Debentures then outstanding.

         "Person" means a corporation, an association, a partnership,
organization, a business, an individual, a government or political subdivision
thereof or a governmental agency.

         "Purchase Agreement" means the Secured Convertible Debenture Purchase
Agreement, dated December [ ], 2000, to which the Company and the original
Holder are parties, as amended, modified or supplemented from time to time in
accordance with its terms.

         "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of the Original Issue Date, to which the Company and the
original Holder are parties, as amended, modified or supplemented from time to
time in accordance with its terms.

         "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.

                                      -17-

<PAGE>


         "Trading Day" means (a) a day on which the shares of Common Stock are
traded on the OTC or on such Subsequent Market on which the shares of Common
Stock are then listed or quoted, or (b) if the shares of Common Stock are not
listed on a Subsequent Market, a day on which the shares of Common Stock are
traded in the over-the-counter market, as reported by the OTC, or (c) if the
shares of Common Stock are not quoted on the OTC, a day on which the shares of
Common Stock are quoted in the over-the-counter market as reported by the
National Quotation Bureau Incorporated (or any similar organization or agency
succeeding its functions of reporting prices); provided, that in the event that
the shares of Common Stock are not listed or quoted as set forth in (a), (b) and
(c) hereof, then Trading Day shall mean any day except a Business Day.

         "Transaction Documents" shall have the meaning set forth in the
Purchase Agreement.

         "Underlying Shares" means the shares of Common Stock issuable upon
conversion of Debentures or as payment of interest in accordance with the terms
hereof.

         "Underlying Shares Registration Statement" means a registration
statement meeting the requirements set forth in the Registration Rights
Agreement, covering among other things the resale of the Underlying Shares and
naming the Holder as a "selling stockholder" thereunder.

      Section 7. Except as expressly provided herein, no provision of this
Debenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of, interest and liquidated damages (if
any) on, this Debenture at the time, place, and rate, and in the coin or
currency, herein prescribed. This Debenture is a direct obligation of the
Company. This Debenture ranks pari passu with all other Debentures now or
hereafter issued under the terms set forth herein. As long as there are
Debentures outstanding, the Company shall not and shall cause it subsidiaries
not to, without the consent of the Holders, (i) amend its certificate of
incorporation, bylaws or other charter documents so as to adversely affect any
rights of the Holders; (ii) repay, repurchase or offer to repay, repurchase or
otherwise acquire shares of its Common Stock or other equity securities other
than as to the Underlying Shares to the extent permitted or required under the
Transaction Documents; or (iii) enter into any agreement with respect to any of
the foregoing. The Company may only voluntarily prepay the outstanding principal
amount on the Debentures in accordance with Section 5 hereof.

      Section 8. This Debenture shall not entitle the Holder to any of the
rights of a stockholder of the Company, including without limitation, the right
to vote, to receive dividends and other distributions, or to receive any notice
of, or to attend, meetings of stockholders or any other proceedings of the
Company, unless and to the extent converted into shares of Common Stock in
accordance with the terms hereof.

      Section 9. If this Debenture shall be mutilated, lost, stolen or
destroyed, the Company shall execute and deliver, in exchange and substitution
for and upon cancellation of a mutilated Debenture, or in lieu of or in
substitution for a lost, stolen or destroyed debenture, a new Debenture for the
principal amount of this Debenture so mutilated, lost, stolen or destroyed but
only upon receipt of evidence of such loss, theft or destruction of such
Debenture, and of the ownership hereof, and indemnity, if requested, all
reasonably satisfactory to the Company.

                                      -18-

<PAGE>


      Section 10. No indebtedness of the Company is senior to this Debenture in
right of payment, whether with respect to interest, damages or upon liquidation
or dissolution or otherwise. The Company will not and will not permit any of its
subsidiaries to, directly or indirectly, enter into, create, incur, assume or
suffer to exist any indebtedness of any kind, 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 that is senior in any respect to the Company's
obligations under the Debentures.

      Section 11. This Debenture shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to
conflicts of laws thereof. The Company and the Holder hereby irrevocably submits
to the exclusive jurisdiction of the state and federal courts sitting in the
City of New York, Borough of Manhattan, for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein, and hereby irrevocably waives, and agrees not to assert in
any suit, action or proceeding, any claim that it is not personally subject to
the jurisdiction of any such court, or that such suit, action or proceeding is
improper. Each of the Company and the Holder hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action
or proceeding by receiving a copy thereof sent to the Company at the address in
effect for notices to it under this instrument and agrees that such service
shall constitute good and sufficient service of process and notice thereof.
Nothing contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law.
Each party irrevocably waives, to the fullest extent permitted by applicable
law, any and all right to trial by jury in any legal proceeding arising out of
or relating to this Agreement or the transactions contemplated hereby. If either
party shall commence an action or proceeding to enforce any provisions of a
Transaction Document, then the prevailing party in such action or proceeding
shall be reimbursed by the other party for its' attorneys fees and other costs
and expenses incurred with the investigation, preparation and prosecution of
such action or proceeding.

      Section 12. Any waiver by the Company or the Holder of a breach of any
provision of this Debenture shall not operate as or be construed to be a waiver
of any other breach of such provision or of any breach of any other provision of
this Debenture. The failure of the Company or the Holder to insist upon strict
adherence to any term of this Debenture on one or more occasions shall not be
considered a waiver or deprive that party of the right thereafter to insist upon
strict adherence to that term or any other term of this Debenture. Any waiver
must be in writing.

                                      -19-


<PAGE>


      Section 13. If any provision of this Debenture is invalid, illegal or
unenforceable, the balance of this Debenture shall remain in effect, and if any
provision is inapplicable to any person or circumstance, it shall nevertheless
remain applicable to all other persons and circumstances. If it shall be found
that any interest or other amount deemed interest due hereunder shall violate
applicable laws governing usury, the applicable rate of interest due hereunder
shall automatically be lowered to equal the maximum permitted rate of interest.
The Company covenants (to the extent that it may lawfully do so) that it shall
not at any time insist upon, plead, or in any manner whatsoever claim or take
the benefit or advantage of, any stay, extension or usury law or other law which
would prohibit or forgive the Company from paying all or any portion of the
principal of or interest on the Debentures as contemplated herein, wherever
enacted, now or at any time hereafter in force, or which may affect the
covenants or the performance of this indenture, and the Company (to the extent
it may lawfully do so) hereby expressly waives all benefits or advantage of any
such law, and covenants that it will not, by resort to any such law, hinder,
delay or impeded the execution of any power herein granted to the Holder, but
will suffer and permit the execution of every such as though no such law has
been enacted.

      Section 14. Whenever any payment or other obligation hereunder shall be
due on a day other than a Business Day, such payment shall be made on the next
succeeding Business Day.

      Section 15. The payment obligations under this Debenture and the
obligations of the Company to the Holder arising upon the conversion of all or
any of the Debentures in accordance with the provisions hereof are secured
pursuant to the Security Agreement (as defined in the Purchase Agreement).



                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                             SIGNATURE PAGE FOLLOWS]


                                      -20-


<PAGE>



         IN WITNESS WHEREOF, the Company has caused this Secured Convertible
Debenture to be duly executed by a duly authorized officer as of the date first
above indicated.


                                            DIGITAL DESCRIPTOR SYSTEMS, INC.



                                            By:
                                               ---------------------------------
                                                Name:  [            ]
                                                Title: [            ]



<PAGE>




                                    EXHIBIT A

                              NOTICE OF CONVERSION


(To be Executed by the Registered Holder
in order to Convert the Debenture)

The undersigned hereby elects to convert the attached Debenture into shares of
common stock, $0.001 par value per share (the "Common Stock"), of Digital
Descriptor Systems, Inc. (the "Company") according to the conditions hereof, as
of the date written below. If shares are to be issued in the name of a person
other than the undersigned, the undersigned will pay all transfer taxes payable
with respect thereto and is delivering herewith such certificates and opinions
as reasonably requested by the Company in accordance therewith. No fee will be
charged to the holder for any conversion, except for such transfer taxes, if
any.

Conversion calculations:
                            ____________________________________________________
                            Date to Effect Conversion

                            ____________________________________________________
                            Principal Amount of Debentures to be Converted

                            Payment of Interest in Kind     |_| Yes    |_| No

                              If yes, $_______ of Interest Accrued on Account of
                              Conversion at Issue

                            ____________________________________________________
                            Number of shares of Common Stock to be Issued

                            ____________________________________________________
                            Applicable Conversion Price

                            ____________________________________________________
                            Signature

                            ____________________________________________________
                            Name

                            ____________________________________________________
                            Address







<PAGE>

                                   Schedule 1

                               CONVERSION SCHEDULE

                        Digital Descriptor Systems, Inc.
12% Secured Convertible Debentures due December [ ], 2001, in the aggregate
principal amount of $600,000 issued by Digital Descriptor Systems, Inc. This
Conversion Schedule reflects conversions made under Section 4(a)(i) of the above
referenced Debentures.

                                     Dated:

================================================================================
                                     Aggregate
                                     Principal
 Date of                             Amount
 Conversion                          Remaining
 (or for first        Amount of      Subsequent to   Company Attest
 entry, Original      Conversion     Conversion
 Issue Date)                         (or original
                                     Principal
                                     Amount)
________________________________________________________________________________


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================================================================================