<PAGE>

                                                                   Exhibit 10.12

                             SUBSCRIPTION AGREEMENT

                        Digital Descriptor Systems, Inc.
                             a Delaware Corporation

Mr. Garrett Cohn
Digital Descriptor Systems, Inc.
446 Lincoln Highway
Fairless Hills, PA  19030

Dear Mr. Cohn:

The undersigned (the "Subscriber") understands that Digital Descriptor Systems,
Inc., a Delaware corporation (the "Company") is offering for sale 13,333,333
shares of common stock of the Company in consideration of cash at $0.03 per
share, in $10,000.00 (u.s.) blocks, equaling 333,333 shares per block, for an
aggregate total of $400,000.

The Subscriber acknowledges and understands that the offering of the Shares (the
"Offering") is being made without registration of the Shares under the
Securities Act of 1933, as amended (the "Act"), or any securities, "blue sky" or
other similar laws of any state ("State Securities Laws").

 1. Subscription. The Subscriber hereby subscribes for and agrees to purchase
    _________Shares for the aggregate purchase consideration of ____________.

 2. Payment for the Shares. The undersigned herewith tenders the consideration
    ("Purchase Price") required to purchase the amount of Shares subscribed for
    hereunder. Payment of the Purchase Price is being made wire transfer or
    deposit by certified check into the following escrow account:

               Bank:              Union Bank of California
                                  The Private Bank - Newport Beach
                                  Irvine, CA 92612
               ABA Routing:       122 000 496
               Account No:        470 000 1879
               Account Name:      Owen M. Naccarato
                                  Attorney Fund Account III

    If this subscription is not accepted or the Offering is terminated by the
    Company for any reason all documents will be returned to the Subscriber.

                                       1
<PAGE>


 3. Acceptance of Subscription. The Subscriber understands and acknowledges that
    the Company has the unconditional right, exercisable in its sole and
    absolute discretion, to (i) accept or reject this Subscription Agreement, in
    whole or in part, (ii) no subscription shall be valid unless and until
    accepted by the Company, (iii) this Subscription Agreement shall be deemed
    to be accepted by the Company only when it is signed by an authorized
    officer of the Company on behalf of the Company, and (iv) notwithstanding
    anything in this Subscription Agreement to the contrary, the Company shall
    have no obligation to issue the Shares to any person to whom the issuance of
    the Shares would constitute a violation of the Act or any State Securities
    Laws. The Company will cause the Secretary of the Company to deliver the
    Shares purchased by the Subscriber to the Subscriber promptly after the
    Company has accepted this Subscription Agreement.

 4. Representations and Warranties of the Subscriber. The Subscriber hereby
    represents and warrants to and covenants with the Company, as well as each
    officer, director and agent of the Company, and each soliciting broker, if
    any, as follows:

                  (a) General
                      -------

                           (i) The Subscriber has all requisite authority to
                  enter into this Subscription Agreement and to perform all the
                  obligations required to be performed by the Subscriber
                  hereunder.

                           (ii) The Subscriber is the sole party in interest and
                  is not acquiring the Shares as an agent or otherwise for any
                  other person. The Subscriber is a resident of the state set
                  forth opposite its name on the signature page hereto and (a)
                  if a corporation, partnership, trust or other form of business
                  organization, it has its principal office within such state;
                  (b) if an individual, he or she has his or her principal
                  residence in such state; and (c) if a corporation,
                  partnership, trust or other form of business organization
                  which was organized for the specific purpose or acquiring the
                  Shares, all of the beneficial owners are residents of such
                  state.

                           (iii) The Subscriber recognizes that the total amount
                  of consideration tendered to purchase the Shares is placed at
                  the risk of the business and may be completely lost. The
                  purchase of the Shares of the Company as an investment
                  involves extreme risk.

                           (iv) The Subscriber realizes that the Shares cannot
                  readily be sold as there will be no public market therefor,
                  that it may not be possible to sell or dispose of the and
                  therefore the Shares must not be purchased unless the
                  Subscriber has liquid assets sufficient to assure that such
                  purchase will cause no undue financial difficulties and the
                  Subscriber can provide for current needs and possible personal
                  contingencies.

                                       2
<PAGE>


                           (v) The Subscriber confirms and represents that
                  he/she is able (i) to bear the economic risk of his/her
                  investment, (ii) to hold the securities for an indefinite
                  period of time, and (iii) to afford a complete loss of his/her
                  investment. The Subscriber also represents that he/she has (i)
                  adequate means of providing for his/her current needs and
                  possible personal contingencies, and (ii) has no need for
                  liquidity in this particular investment.

                           (vi) The Subscriber represents that he/she has
                  sufficient knowledge and experience in financial and business
                  matters to be capable of evaluating the merits and risks of
                  the proposed investment.

                           (vii) The Subscriber has not become aware of the
                  offering of Shares of the Company by any form of general
                  solicitation or advertising, including, but not limited to
                  advertisements, articles, notices or other communications
                  published in any newspaper, magazine or other similar media or
                  broadcast over television or radio or any seminar or meeting
                  where those individuals that have attended have been invited
                  by any such or similar means of general solicitation or
                  advertising.

                  (b)      Information Concerning the Company.
                           ----------------------------------

                           (i) The Subscriber has been provided access to all
                  information requested in evaluating his/her purchase of the
                  Shares.

                           (ii) The Subscriber is familiar with the business and
                  financial condition, properties, operations and prospects of
                  the Company, and, at a reasonable time prior to the execution
                  of this Subscription Agreement, has been afforded the
                  opportunity to ask questions of and received satisfactory
                  answers from the Company's officers and directors, or other
                  persons acting on the Company's behalf, concerning the
                  business and financial condition, properties, operations and
                  prospects of the Company and concerning the terms and
                  conditions of the offering of the Shares and has asked such
                  questions as it desires to ask and all such questions have
                  been answered to the full satisfaction of the Subscriber.

                           (iii) The Subscriber understands that, unless the
                  Subscriber notifies the Company in writing to the contrary
                  before the Closing, all the representations and warranties
                  contained in this Subscription Agreement will be deemed to
                  have been reaffirmed and confirmed as of the Closing, taking
                  into account all information received by the Subscriber.

                           (iv) The Subscriber understands that the purchase of
                  the Shares involves various risks.

                                       3
<PAGE>


                           (v) No representations or warranties have been made
                  to the Subscriber by the Company as to the tax consequences of
                  this investment, or as to profits, losses or cash flow which
                  may be received or sustained as a result of this investment.

                           (vi) All documents, records and books pertaining to a
                  proposed investment in the Shares which the Subscriber has
                  requested have been made available to the Subscriber.

                  (c)      Status of the Subscriber
                           ------------------------

                           (i) The Subscriber represents that the Subscriber is
                  an Accredited Investor as the term Accredited Investor is
                  defined in Rule 501 of Regulation D of the Act. (check each
                  category of "Accredited Investor" below which is applicable to
                  the Subscriber):

         ( ) (A) a natural person whose individual net worth, or joint net worth
with that person's spouse, at the time of his purchase exceeds $1,000,000;

         ( ) (B) a natural person who had an individual income in excess of
$200,000 in each of the two most recent years or joint income with that person's
spouse in excess of $300,000 in each of those years and has a reasonable
expectation of reaching the same income level in the current year.

         ( ) (C) a bank as defined in Section 3(a)(2) of the Act or a savings
and loan association or other institution as defined in Section 3(a)(5) (A) of
the Act, whether acting in its individual or fiduciary capacity; broker or
dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934;
an insurance partnership as defined in Section 2(13) of the Act; an investment
company registered under the Investment Company Act of 1940 (the "1940 Act") or
business development company as defined in Section 2(a) (48) of the 1940 Act; a
Small Business Investment Company licensed by the U.S. Small Business as defined
under Section 301(c) or (d) of the Small Investment Act of 1958; a plan
established and maintained by a state, its political subdivisions, or any agency
or instrumentality of a state or its political subdivisions, for the benefit of
its employees if such plan has total assets in excess of $5,000,000; or an
employee benefit plan within the meaning of the Employee Retirement Income
Security Act of 1974 ("ERISA"), if the investment decision is made by a plan
fiduciary, as defined in Section 3(21) of ERISA, which fiduciary is either a
bank, savings and loan association, insurance company or registered investment
adviser, or if the employee benefit plan has total assets in excess of
$5,000,000 or, if a self-directed plan, with investment decisions made solely by
persons that are Accredited Investors (as listed in categories (A) - (G));

         ( ) (D) a private business development company as defined in Section
202(a) (22) of the Investment Advisors Act of 1970;


                                       4
<PAGE>

         ( ) (E) an organization described in Section 501 (c)(3) of the Internal
Revenue Code, a corporation, Massachusetts or similar business trust, or a
partnership, with total assets in excess of $5,000,000, and which was not formed
for the specific purpose of acquiring the Common Stock;

         ( ) (F) a trust, with total assets in excess of $5,000,000 not formed
for the specific purposes of acquiring the Common Stock whose purchase is
directed by a person who has such knowledge and experience in financial and
business matters that he is capable of evaluating the merits and risks of an
investment in the Common Stock; and

         ( ) (G) an entity in which all of the equity owners are Accredited
Investors (as listed in categories (A) - (F)) or is an Accredited Investor
defined by Regulation D.

                  (ii)    The Subscriber is a non-accredited investor and;

         ( ) (A) The Subscriber represents that he/she has sufficient knowledge
and experience in financial and business matters to be capable of evaluating the
merits and risks of the proposed investment.

         ( ) (B) Represents that he/she has received the current financial
information on the Company to review and in fact has reviewed the documents.

                  (iii) The Subscriber agrees to furnish any additional
information requested to assure compliance with applicable Federal and State
Securities Laws in connection with the purchase and sale of the Common Stock.


                  (d)     Restrictions on Transfer or Sale of the Shares or
                          Securities Underlying the Shares
                          --------------------------------------------------

                  (i) The Subscriber is acquiring the Shares subscribed solely
                  for the Subscriber's own beneficial account, for investment
                  purposes, and not with view to, or for resale in connection
                  with, any distribution of the Shares. The Subscriber
                  understands that the offer and the sale of the Shares has not
                  been registered under the Act or any State Securities Laws by
                  reason of specific exemptions under the provisions thereof
                  which depend in part upon the investment intent of the
                  Subscriber and of the other representations made by the
                  Subscriber in this Subscription Agreement. The Subscriber
                  understands that the Company is relying upon the
                  representations, covenants and agreements contained in this
                  Subscription Agreement (and any supplemental information) for
                  the purposes of determining whether this transaction meets the
                  requirements for such exemptions.


                                       5
<PAGE>

                  (ii) The Subscriber understands that the Shares are all
                  "restricted securities" under applicable federal securities
                  laws and that the Act and the rules of the Securities and
                  Exchange Commission (the "Commission") provide in substance
                  that the Subscriber may dispose of the Shares only pursuant to
                  an effective registration statement under the Act or an
                  exemption therefrom. The certificates evidencing the Shares
                  offered hereby will bear a legend which clearly sets forth
                  this restriction. The Subscriber understands that the
                  Subscriber may not at any time demand the purchase by the
                  Company of the Subscriber's Shares. The legend will state as
                  follows:


"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (AACT@), OR THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT
BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE
ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUNAT TO AN EXEMPTION FROM
REGISTRATION AND DELIVERY TO COBB RESOURCES CORPORATION OF AN OPINION OF LEGAL
COUNSEL SATISFACTORY TO COBB RESOURCES CORPORATION THAT SUCH REGISTRATION IS NOT
REQUIRED UNDER THE ACT OR ANY APPLICABLE STATE SECURITIES LAWS".



                  (iii) The Subscriber agrees: (A) that the Subscriber will not
                  sell, assign, pledge, give, transfer or otherwise dispose of
                  the Shares, or any interest therein, or make any offer or
                  attempt to do any of the foregoing, except pursuant to a
                  registration of the Shares under the Act and all applicable
                  State Securities Laws or in a transaction which is exempt from
                  the registration provisions of the Act and all applicable
                  State Securities Laws; (B) that the Company and any transfer
                  agent for the Shares of the Company shall not be required to
                  give effect to any purported transfer of any of the Shares
                  except upon compliance with the foregoing restrictions; and
                  (C) that a restrictive legend will be placed on the
                  certificates representing the Shares.

                  (iv) The Subscriber has not offered or sold any portion of the
                  Shares subscribed for and has no present intention of dividing
                  such Shares with others or of reselling or otherwise disposing
                  of any portion of such Shares either currently or after the
                  passage of a fixed or determinable period of time or upon the
                  occurrence or nonoccurrence of any predetermined event or
                  circumstance.

 5. Survival and Indemnification. All representations, warranties and covenants
    contained in this Agreement and the indemnification contained in this
    Paragraph 5 shall survive (i) the acceptance of the Subscription Agreement
    by the Company (ii) changes in this transaction and documents related to
    this transaction which are not material or which are to the benefit of the
    Subscriber, and (iii) the death or disability of the Subscriber. The
    Subscriber acknowledges the meaning and legal consequences of the
    representations, warranties and covenants in Paragraph 4 hereof and that the
    Company has relied upon such representations, warranties and covenants in


                                       6
<PAGE>

    determining the Subscriber's qualification and suitability to purchase the
    Shares. The Subscriber hereby agrees to indemnify, defend and hold harmless
    the Company, and its officers, directors, employees, agents and controlling
    persons, from and against any and all losses, claims, damages, liabilities,
    expenses (including attorneys' fees and disbursements), judgment or amounts
    paid in settlement of actions arising out of or resulting from the untruth
    of any representation herein or the breach of any warranty or covenant
    herein. Notwithstanding the foregoing, however, no representation, warranty,
    covenant or acknowledgment made herein by the Subscriber shall in any manner
    be deemed to constitute a waiver of any rights granted to it under the
    Securities or State Securities laws.

 6. Conditions to Obligations of the Company. The obligations of the Company to
    sell the Shares specified herein is subject to the condition that the
    representations and warranties of the Subscriber contained in Paragraph 4
    hereof shall be true and correct on and as of the Closing in all respects
    with the same effect as though such representations and warranties had been
    made on and as of the Closing.

 7. Notices. All notices and other communications provided for herein shall be
    in writing and shall be deemed to have been duly given if delivered
    personally or sent by registered or certified mail, return receipt
    requested, postage prepaid, or overnight air courier guaranteeing next day
    delivery:

   (a) if to the Company, to it at the following address:

        Digital Descriptor Systems, Inc.
        446 Lincoln Highway
        Fairless Hills, PA  19030


    (b) if to the Subscriber, at the address set forth on the last page hereof
        or directly to the Subscriber at the address set forth on the signature
        page hereto, or at such other address as either party shall have
        specified by notice in writing to the other.

    All notice and communications shall be deemed to have been duly given: at
    the time delivered by hand, if personally delivered; two days after being
    deposited in the mail, postage prepaid, if mailed; and the next day after
    timely delivery to the courier, if sent by overnight air courier
    guaranteeing next day delivery.

    If a notice or communication is mailed in the manner provided above within
    the time prescribed, it is duly given, whether or not the addressee receives
    it.


                                       7
<PAGE>

 8. Notification of Changes. The Subscriber agrees and covenants to notify the
    Company immediately upon the occurrence of any event prior to the Closing
    which would cause any representation, warranty, covenant or other statement
    contained in the Subscription Agreement to by false or incorrect or of any
    change in any statement made herein occurring prior to the Closing.

 9. Assignability. This Subscription Agreement is not assignable by the
    Subscriber, and may not be modified, waived or terminated except by an
    instrument in writing signed by each of the parties hereto.

10. Binding Effect. Except as otherwise provided herein, this Subscription
    Agreement shall be binding upon and inure to the benefit of the parties and
    their heirs, executors, administrators, successors, legal representatives
    and assigns, and the agreements, representations, warranties and
    acknowledgments contained herein shall be deemed to be made by and be
    binding upon such heirs, executors, administrators, successors, legal
    representatives and assigns. If the Subscriber is more than one person, the
    obligation of the Subscriber shall be joint and several and the agreements,
    representations, warranties and acknowledgments contained herein shall be
    deemed to be made by and be binding upon each such person and his heirs,
    executors, administrators and successors.

11. Obligations Irrevocable. The obligations of the Subscriber shall be
    irrevocable, except with the consent of the Company, until the Closing or
    earlier termination of the Offering.

12. Entire Agreement. This Subscription Agreement constitutes the entire
    agreement of the Subscriber and the Company relating to the matters
    contained herein, superseding all prior contracts or agreements, whether
    oral or written.

13. Governing Law. This Subscription Agreement shall be governed and controlled
    as to the validity, enforcement, interpretations, construction and effect
    and in all other aspects by the substantive laws of the State of
    Pennsylvania.

14. Severability. If any provision of this Subscription Agreement or the
    application thereof to any Subscriber or circumstance shall be held invalid
    or unenforceable to any extent, the remainder of this Subscription Agreement
    and the application of such provision to other subscriptions or
    circumstances shall not be affected thereby and shall be enforced to the
    greatest extent permitted by law.

15. Headings. The headings in this Subscription Agreement are inserted for
    convenience and identification only and are not intended to describe,
    interpret, define, or limit the scope, extent or intent of this Subscription
    Agreement or any provision hereof.

16. Counterparts. This Subscription Agreement may be executed in any number of
    counterparts, each of which when so executed and delivered shall be deemed
    to be an original and all of which together shall be deemed to be one and
    the same agreement.


                                       8
<PAGE>

17. Documents Being Tendered. The Subscriber hereby tenders a completed and
    executed copy of this Subscription Agreement, along with the consideration
    for the Shares subscribed.

18. Amount of Shares Subscribed For. The Subscriber hereby subscribes to
    purchase the following number of Shares, for the following Subscription
    Amount.

    Shares:___________________________________________

    Consideration:____________________________________

         IN WITNESS WHEREOF, the undersigned Subscriber has executed this
Subscription Agreement this ____ day of _______________, 2001.



                                       9

<PAGE>



                                    EXECUTION

         Please execute this Subscription Agreement by completing the
appropriate section below.

 1. If the subscriber is an INDIVIDUAL, complete the following:



                                      ------------------------------------------
                                      Signature of Investor


                                      ------------------------------------------
                                      Name (Please type or print)

                                      ------------------------------------------
                                      Social Security Number (or Tax I.D.)

                                      Signature of Spouse or Co-Owner if funds
                                      are to be invested as joint tenants by the
                                      entirety or community property.

                                      ------------------------------------------
                                      Name (Please type or print)




         ACCEPTED by the Company this the ____ day of __________, 2001.


DIGITAL DESCRIPTOR SYSTEMS INC., A DELAWARE CORPORATION.


By:
   -------------------------------------
     Garrett U. Cohn, President


                                       10