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                                                                    Exhibit 10.8


                              10% CONVERTIBLE NOTE

$100,000

                          Date of Issue: April 10, 2001

Digital Descriptor Systems, Inc. (a Delaware corporation) (hereinafter referred
to as the "Company" or "Borrower") is indebted and, for value received, herewith
promises to pay to:

                                 Rudy Hallenbeck

or to his order, (together with any assignee, jointly or severally, the "Holder"
or "Lender") on the date which is six (6) months following the date of issue
(the "Original Due Date"), unless later extended by the Lender, in his sole
discretion, by Lender delivering written notice to Borrower within five (5)
business days prior to the Original Due Date of his desire to extend such
maturity, which notice shall contain the new maturity date which shall not be
more than 180 days following the Original Due Date (the "Due Date"), the sum of
One Hundred Thousand ($100,000), or, if less, so much thereof as may be
outstanding from time to time (the "Principal Amount") and to pay interest on
the Principal Amount at the rate of Ten percent (10%) per annum as provided
herein. In furtherance thereof, and in consideration of the premises, covenants,
promises, representations and warranties hereinafter set forth the Borrower
hereby agrees as follows:

1.   Interest. Interest on the Principal Amount outstanding from time to time
     shall accrue at the rate of 10% per annum, shall be based on a year of 360
     days and shall be payable on the Original Due Date, or if Lender extends
     such date, the Due Date. Overdue principal and interest on the Note shall,
     to the extent permitted by applicable law, bear interest at the rate of 10%
     per annum. All payments of both principal and interest, shall be made at
     the address of the Holder hereof as it appears in the books and records of
     the Borrower, or at such other place as may be designated by the Holder
     hereof. Payments of both principal and interest are to be made in lawful
     money of the United States.

2.   Maturity. If not converted by the Holder as hereinafter set forth, this
     Note shall mature on the Original Due Date or if Lender extends such Date,
     the Due Date at which time all then remaining unpaid principal, interest
     and any other charges then due hereunder shall be due and payable in full.

3.   Prepayment. The principal amount hereof, together with interest thereon,
     may be prepaid, in whole or in part, prior to the scheduled maturity of
     this Note without premium or penalty. The Holder's conversion rights under
     paragraph 4 shall be extinguished if and to the extent that the Note is
     paid before the Holder gives its "Conversion Notice," as the term is
     defined in paragraph 4.

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4.   Conversion Right. The Holder of this Note shall have the right at Holder's
     sole option, at any time after the date which is thirty (30) days prior to
     the Original Due Date, or at any time during any extension of maturity
     provided by Lender in accordance with the first paragraph of this Note, to
     convert all or, in multiples of $5,000, any part of this Note into such
     number of fully paid and nonassessable shares of common stock, $.001 par
     value, of the Company (the "Common Stock") as shall be provided herein. The
     Holder may exercise the conversion right by giving written notice (the
     "Conversion Notice") to Borrower of the exercise of such right and stating
     the name or names in which the stock certificate or stock certificates for
     the shares of Common Stock are to be issued and the address to which such
     certificates shall be delivered. The Conversion Notice shall be accompanied
     by a duly executed assignment of the portion of the Note that Holder
     desires to convert. The number of shares of Common Stock that shall be
     issuable upon conversion of the Note or any portion thereof shall equal the
     face amount of the Note or portion thereof divided by the Conversion Price
     as defined below and in effect on the date the Conversion Notice is given.
     Conversion shall be deemed to have been effected on the date the Conversion
     Notice is given (the "Conversion Date"). Within ten (10) business days
     after receipt of the Conversion Notice, Borrower shall issue and deliver by
     hand against a signed receipt therefor or by United States registered mail
     return receipt requested, to the address designated in the Conversion
     Notice, a stock certificate or stock certificates of Borrower representing
     the number of shares of Common Stock to which Holder is entitled and (if
     applicable) a check or cash in payment of all interest accrued and unpaid
     on the Note up to and including the Conversion Date unless Holder elects to
     apply such interest to the Conversion Price in accordance with Section 4(c)
     below. The conversion rights will be governed by the following provisions:

     (a) Conversion Price: On the issue date hereof and until such time as an
         adjustment shall occur, the Conversion Price per share shall be an
         amount equal to 50% of the mean average price of the common stock of
         the Borrower for the ten (10) trading days prior to notice of
         conversion per share; provided, however, that the Conversion Price
         shall be subject to adjustment at the times, and in accordance with the
         provisions, as follows:

         i)   Adjustment of Issuance of Shares at less than the Conversion
              Price: If and whenever any shares of Additional Common Stock (as
              defined below) shall be issued by the Company (the "Stock Issue
              Date") for a consideration per share less than the Conversion
              Price, then in each such case the Conversion Price shall be
              reduced to a new Conversion Price in amount equal to the
              consideration per share received by the Company for the shares of
              Additional Common Stock then issued; and, in the case of shares
              issued without consideration, the initial Conversion Price shall
              be reduced in amount and the number of shares issued upon
              conversion shall be increased in an amount so as to maintain for
              the Holder the right to convert the Note into shares equal in
              amount to the same percentage interest in the Common Stock of the
              Company as existed for the Holder immediately preceding the Stock
              Issue Date.

         ii)  Sale of Shares: In the event of the issuance of shares of
              Additional Common Stock for a consideration part or all of which
              shall be cash, the amount of the cash consideration therefor shall
              be deemed to be the amount of the cash received by the Company for
              such shares, after any compensation or discount in the sale,
              underwriting or purchase thereof by underwriters or dealers or
              others performing similar services or for any expenses incurred in
              connection therewith.

         iii) Reclassification of Shares: In case of the reclassification of
              securities into shares of Common Stock, the shares of Common Stock
              issued in such reclassification shall be deemed to have been
              issued for a consideration other than cash. Shares of Additional
              Common Stock issued by way of dividend or other distribution on
              any class of stock of the Company shall be deemed to have been
              issued without consideration.

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         iv)  Split-up or Combination of Shares: In the event issued and
              outstanding shares of Common Stock shall be subdivided or split up
              into a greater number of shares of the Common Stock, the
              Conversion Price shall be proportionately decreased, and in the
              event issued and outstanding shares of Common Stock shall be
              combined into a smaller number of shares of Common Stock, the
              Conversion Price shall be proportionately increased, such increase
              or decrease, as the case may be, becoming effective at the time of
              record of the split-up or combination, as the case may be.

         v)   Additional Common Stock: The term "Additional Common Stock" herein
              shall mean all shares of Common Stock hereafter issued by the
              Company (including Common Stock held in the treasury of the
              Company), except Common Stock issued upon the conversion of any
              portion of the Note.

     (b) Adjustment for Mergers, Consolidations, Etc.:

         i)   In the event of distribution to all Common Stock holders of any
              stock, indebtedness of the Company or assets (excluding cash
              dividends or distributions from retained earnings) or other rights
              to purchase securities or assets, then, after such event, the Note
              will be convertible into the kind and amount of securities, cash
              and other property which the Holder of the Note would have been
              entitled to receive if the Holder owned the Common Stock issuable
              upon conversion of the Note immediately prior to the occurrence of
              such event.

         ii)  In the event of any capital reorganization, reclassification of
              the stock of the Company (other than a change in par value or as a
              result of a stock dividend, subdivision, split up or combination
              of shares), or consolidation or merger of the Company with or into
              another person or entity (other than a consolidation or merger in
              which the Company is the continuing corporation and which does not
              result in any change in the Common Stock) or of the sale,
              exchange, lease, transfer or other disposition of all or
              substantially all of the properties and assets of the Company as
              an entirety or the participation by the Company in an exchange of
              shares as the corporation the stock of which is to be acquired,
              this Note shall be convertible into the kind and number of shares
              of stock or other securities or property of the Company (or of the
              corporation resulting from such consolidation or surviving such
              merger or to which such properties and assets shall have been
              sold, exchanged, leased, transferred or otherwise disposed, or
              which was the corporation whose securities were exchanged for
              those of the Company), to which the Holder of the Note would have
              been entitled to receive if the Holder owned the Common Stock
              issuable upon conversion of the Note immediately prior to the
              occurrence of such event. The provisions of the foregoing
              sentences of this Section 4(b)(ii) shall similarly apply to
              successive reorganizations, reclassifications, consolidations,
              mergers, sales, exchanges, leases, transfers or other dispositions
              or other share exchanges.

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         iii) Notice of Adjustment: (A) In the event the Company shall propose
              to take any action which shall result in an adjustment in the
              Conversion Price, the Company shall give notice to the Holder,
              which notice shall specify the record date, if any, with respect
              to such action and the date on which such action is to take place.
              Such notice shall be given on or before the earlier of thirty (30)
              days before the record date or the date which such action shall be
              taken. Such notice shall also set forth all facts material to the
              effect of such action on the Conversion Price and the number, kind
              or class of shares or other securities or property which shall be
              deliverable or purchasable upon the occurrence of such action or
              deliverable upon conversion of this Note. (B) Following completion
              of an event wherein the Conversion Price shall be adjusted, the
              Company shall furnish to the Holder a statement, signed by the
              Chief Executive Officer of the Company, of the facts creating such
              adjustment and specifying the resultant adjusted Conversion Price
              then in effect.

     (c) The Holder may, at his sole option, apply any accrued interest and/or
         principal outstanding on the Conversion Date towards the Conversion
         Price.

5.   Reservation of Shares. Borrower warrants and agrees that it shall at all
     times reserve and keep available, free from preemptive rights, sufficient
     authorized and unissued, or of treasury, shares of Common Stock to effect
     conversion of this Note upon the terms and conditions contained herein.

6.   Registration Rights. The Borrower has filed a Registration Statement on
     Form SB-2 under the United States Security Act of 1933 and has included
     this Convertible Note and the underlying common stock thereunder from
     transfer by the Holder except if and unless the shares are duly registered
     for sale pursuant to the Securities Act of 1993, as amended, or the
     transfer is duly exempt from registration.

7.   Taxes. The Borrower shall pay any documentary or other transactional taxes
     attributable to the issuance or delivery of this Note or the shares of
     Common Stock issued upon conversion by the Holder (excluding any federal,
     state or local income taxes and any franchise taxes or taxes imposed upon
     the Holder by the jurisdiction, or any political subdivision thereof, under
     which such Holder is organized or is qualified to do business).


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8.   Default.

     (a) Event of Default: An "Event of Default" shall exist if any one or more
         of the following events (herein collectively called "Events of
         Default") shall occur and be continuing:

         i)   Borrower shall fail to pay (or shall state in writing an intention
              not to pay or its inability to pay), when due or no later than 10
              days thereof, any installment of interest on or principal of, the
              Note or any fee, expense or other payment required hereunder;

         ii)  Any representation or warranty made under this Note shall prove to
              be untrue or inaccurate in any material respect as of the date on
              which such representation or warranty is made;

         iii) Default in the performance of any of the covenants or agreements
              of Borrower contained under the Note, which default is not
              remedied within thirty (30) days after written notice thereof to
              Borrower from Lender, provided that such thirty (30) day grace
              period shall not apply to default of any payment requirement or
              notice covenant made by Borrower;

         iv)  Borrower and/or its subsidiaries and/or affiliates, if any, shall
              (A) apply for or consent to the appointment of a receiver,
              trustee, custodian, intervenor or liquidator of itself, or of all
              or substantially all, of its assets, (B) file a voluntary petition
              in bankruptcy, admit in writing that it is unable to pay its debts
              as they become due or generally not pay its debts as they become
              due, (C) make a general assignment for the benefit of creditors,
              (D) file a petition or answer seeking reorganization of an
              arrangement with creditors or to take advantage of any bankruptcy
              or insolvency laws, (E) file an answer admitting the material
              allegations of, or consent to, or default in answering, a petition
              filed against it in any bankruptcy, reorganization or insolvency
              proceeding, or (F) take corporate action for the purpose of
              effecting any of the foregoing;

         v)   An involuntary petition or complaint shall be filed against
              Borrower or any of its subsidiaries, if any, seeking its
              bankruptcy or reorganization or the appointment of a receiver,
              custodian, trustee, intervenor or liquidator, or all or
              substantially all of Borrower's assets, and such petition or
              complaint shall not have been dismissed within sixty (60) days of
              the filing thereof or an order, order for relief judgement or
              decree shall be entered by any court of competent jurisdiction or
              other competent authority approving a petition or complaint
              seeking reorganization of Borrower or its subsidiary, if any, or
              appointing a receiver, custodian, trustee, intervenor or
              liquidator of such person, or of all or substantially all of such
              person' assets; or

         vi)  The failure of Borrower to issue and deliver shares of Common
              Stock as provided herein upon conversion of the Note.

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     (b) Remedies upon Event of Default: If an Event of Default shall have
         occurred and be continuing, then Lender may exercise any one or more of
         the following rights and remedies:

         i)   declare the unpaid Principal Amount of, and all interest then
              accrued but unpaid on, the Note and any other liabilities
              hereunder to be forthwith due and payable, whereupon the same
              shall forthwith become due and payable without presentment,
              demand, protest, notice of default, notice of acceleration or of
              intention to accelerate or other notice of any kind, all of which
              Borrower hereby expressly waives, anything contained herein or in
              the Note to the contrary notwithstanding in which event the Lender
              may, in its sole discretion, immediately exercise its conversion
              rights provided for in Section 4 hereof,

         ii)  reduce any claim to judgment, and/or;

     (c) Remedies Nonexclusive: Each right, power or remedy of the Holder upon
         the occurrence of any Event of Default as provided for in this Note or
         now or hereafter existing at law or in equity or by statute shall be
         cumulative and concurrent and shall be in addition to every other
         right, power or remedy provided for in this Note or now or hereafter
         existing at law or in equity or by statute, and the exercise or
         beginning of the exercise by the Holder of any one or more of such
         rights, powers or remedies shall not preclude the simultaneous or later
         exercise by the Holder of any or all such other rights, powers or
         remedies.

     (d) Expenses: Upon the occurrence of a Default or an Event of Default,
         which occurrence is not cured within the applicable grace period, if
         any provided therefor, Borrower agrees to pay and shall pay all costs
         and expenses (including Lender's attorney's fees and expenses)
         reasonably incurred by Lender in connection with the preservation and
         enforcement of Lender's rights under the Note.

9.   Failure to Act and Waiver. No failure or delay by the Holder to require the
     performance of any term or terms of this Note or nor to exercise any right,
     or any remedy shall constitute a waiver of any such term or of any right or
     of any default, nor shall such delay or failure preclude the Holder from
     exercising any such right, power or remedy at any later time or times. By
     accepting payment after the due date of any amount payable under this Note,
     the Holder shall not be deemed to waive the right either to require payment
     when due of all other amounts payable, or to later declare a default for
     failure to effect such payment of any such other amount. The failure of the
     Holder of this Note to give notice of any failure or breach of the Borrower
     under the Note shall not constitute a waiver of any right or remedy in
     respect of such continuing failure or breach or any subsequent failure or
     breach.


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10.  Consent to Jurisdiction. The Borrower hereby agrees and consents that any
     action, suit or proceeding arising out of this Note may be brought in any
     appropriate court in the State of Illinois including the United States
     District Court for the Northern District of Illinois, or in any other court
     having jurisdiction over the subject matter, all at the sole election of
     the Holder hereof, and by the issuance and execution of this Note the
     Borrower irrevocably consents to the jurisdiction of each such court.
     Borrower irrevocably consents to the service of any complaint, summons,
     notice or other process relating to any action or proceeding by delivery
     thereof to it by hand or by any other manner provided for in Section 11
     hereof.

11.  Notices. All notices and communications under this Note shall be in writing
     and shall be either delivered in person and accompanied by a signed receipt
     therefor, or mailed first-class United States certified mail return receipt
     requested, postage prepaid, and addressed as follows; (i) if to the
     Borrower at 446 Lincoln Highway, Fairless Hills, Pennsylvania 19030; and,
     (ii) if to the Holder of this Note, to the address (a) of such Holder as it
     appears on the books of the Borrower if, or (b) in the case of a partial
     assignment to one or more Holder(s), to the Lender's agent for notice, if
     applicable. Any notice of communication shall be deemed given and received
     as of the date of such delivery of delivered; or if mailed, then three days
     after the date of mailing.

12.  GOVERNING LAW. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
     ACCORDANCE WITH THE LAWS OF COMMONWEALTH OF PENNSYLVANIA.

                                     *  *  *

         IN WITNESS WHEREOF, the undersigned Borrower have caused this Note to
be duly executed under its corporate seal on the date of issue above stated.

                                      BORROWER

Address for Notice                    Digital Descriptor Systems, Inc.

                                      By:_________________________________
                                      Title:  President

                                      Attest by:__________________________
                                      Title:  Secretary


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                                    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 bolder 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