Exhibit 10.23

                        DIGITAL DESCRIPTOR SYSTEMS, INC.

                            1996 DIRECTOR OPTION PLAN

     1.   Purposes of the Plan.  The purposes of the  1996 Director  Option Plan
are to attract and retain the best  available  personnel  for service as Outside
Directors  of the  Company,  to  provide  additional  incentive  to the  Outside
Directors of the Company to serve as Directors, and to encourage their continued
service on the Board.

          All options granted hereunder shall be "non-statutory stock options."

     2.   Definitions. As used herein, the following definitions shall apply:

          (a) "Board" means the Board of Directors of the Company.

          (b) "Code" means the Internal Revenue Code of 1986, as amended.

          (c) "Common Stock" means the Common Stock of the Company.

          (d)  "Company"  means  Digital  Descriptor  Systems,  Inc., a Delaware
     corporation.

          (e)  "Continuous  Status  as a  Director"  means  the  absence  of any
     interruption or termination of service as a Director.

          (f) "Director" means a member of the Board.

          (g)  "Employee"  means any person,  including  officers and Directors,
     employed by the Company or any Parent or  Subsidiary  of the  Company.  The
     payment of a Director's  fee by the Company and the retention of a director
     as a  consultant  shall not be  sufficient  in and of itself to  constitute
     "employment" by the Company.

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

          (i) "Fair Market  Value"  means,  as of any date,  the value of Common
     Stock determined as follows:

               (i) If the  Common  Stock  is  listed  on any  established  stock
          exchange or a national market system, including without limitation the
          National  Market  System of the  National  Association  of  Securities
          Dealers,  Inc. Automated Quotation  ("NASDAQ") System, the Fair Market
          Value of a Share of Common Stock shall be the closing  sales price for
          such stock (or the closing  bid, if no sales were  reported) as quoted
          on such system or exchange (or the exchange  with the greatest  volume


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          of trading in Common  Stock) on the date of grant,  as reported in The
          Wall Street Journal or such other source as the board deems reliable;

               (ii) If the Common Stock is quoted on the NASDAQ  System (but not
          on the  National  Market  System  thereof)  or  regularly  quoted by a
          recognized securities dealer but selling prices are not reported,  the
          Fair Market Value of a Share of Common Stock shall be the mean between
          the bid and  asked  prices  for the  Common  Stock on the last  market
          trading day prior to the day of determination, as reported in The Wall
          Street Journal or such other source as the Board deems reliable, or;

               (iii) In the  absence  of an  established  market  for the Common
          Stock, the Fair Market Value thereof shall be determined in good faith
          by the Board.

          (j) "Option" means a stock option granted pursuant to the Plan.

          (k) "Optioned Stock" means the Common Stock subject to an Option.

          (l) "Optionee" means an Outside Director who receives an Option.

          (m) "Outside Director" means a Director who is not an Employee.

          (n) "Parent"  means a "parent  corporation",  whether now or hereafter
     existing, as defined in Section 424(e) of the Code.

          (o) "Plan" means this 1996 Director Option Plan.

          (p)  "Share"  means  a share  of the  Common  Stock,  as  adjusted  in
     accordance with Section 10 of the Plan.

          (q)  "Subsidiary"  means a  "subsidiary  corporation",  whether now or
     hereafter  existing,  as defined in Section 424(f) of the Internal  Revenue
     Code of 1986.

     3.   Stock Subject to the Plan.  Subject to the provisions of Section 10 of
the Plan, the maximum  aggregate number of Shares which may be optioned and sold
under the Plan is 200,000 Shares (the "Pool") of Common Stock. The Shares may be
authorized but unissued, or reacquired Common Stock.

          If an Option  should  expire or become  unexercisable  for any  reason
without having been exercised in full, the unpurchased Shares which were subject
thereto shall, unless the Plan shall have been terminated,  become available for
future grant under the Plan.

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     4.   Administration of and Grants of Options under the Plan.

          (a) Procedure  for Grants.  The  provisions  set forth in this Section
     4(a) shall not be amended  more than once every six  months,  other than to
     comport with changes in the Code, the Employee  Retirement  Income Security
     Act of 1974, as amended, or the rules thereunder.  All grants of Options to
     Outside  Directors under the Plan shall be automatic and  non-discretionary
     and shall be made strictly in accordance with the following provisions:

               (i) No person shall have any  discretion  to select which Outside
          Directors  shall be  granted  Options  or to  determine  the number of
          Shares to be covered by Options granted to Outside Directors.

               (ii) Each  Outside  Director  shall be  automatically  granted an
          Option to purchase  15,000 Shares (the "First  Option") on the date on
          which the later of the following events occurs: (A) the effective date
          of this Plan, as determined  in accordance  with Section 6 hereof,  or
          (B) the date on which such person  first  becomes a Director,  whether
          through  election by the stockholders of the Company or appointment by
          the Board to fill a vacancy.

               (iii)  After the First  Option  has been  granted  to an  Outside
          Director,  such Outside  Director  shall  thereafter be  automatically
          granted an Option to purchase  1,000  Shares (a  "Subsequent  Option")
          each year on the date of the annual meeting of the stockholders of the
          Company,  if on such date,  he shall  have  served on the Board for at
          least six (6) months.

               (iv) Notwithstanding the provisions of subsections (ii) and (iii)
          hereof, any exercise of an Option made before the Company has obtained
          stockholder  approval of the Plan in accordance with Section 16 hereof
          shall be conditioned upon obtaining such stockholders  approval of the
          Plan in accordance with Section 16 hereof.

               (v) The terms of a First  Option  granted  hereunder  shall be as
          follows:

                    (A) the terms of the First Option shall be ten (10) years.

                    (B) the First  Option  shall be  exercisable  only while the
               Outside Director remains a Director of the Company, except as set
               forth in Section 8 hereof.

                    (C) the  exercise  price per Share shall be 100% of the fair
               market value per Share on the date of grant of the First Option.

                    (D)  the  First   Option   shall   become   exercisable   in
               installments  cumulatively  as follows:  on the date which is the
               six (6) month  anniversary of the date of grant,  for the greater
               of 1/8th of the Shares subject to the First Option,  or 1/48th of
               the Shares  subject to the First  Option times the number of full
               months that the Outside  Director had served in such  capacity as
               of such six (6) month anniversary;  and thereafter at the rate of
               1/48th of the Shares  subject to the First Option on each monthly
               anniversary of the date of grant.

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               (vi) The terms of a Subsequent  Option granted hereunder shall be
          as follows:

                    (A) the  terms of the  Subsequent  Option  shall be ten (10)
               years.

                    (B) the Subsequent  Options shall be exercisable  only while
               the Outside Director remains a Director of the Company, except as
               set forth in Section 8 hereof.

                    (C) the  exercise  price per Share shall be 100% of the fair
               market  value  per  Share on the date of grant of the  Subsequent
               Option.

                    (D) the  Subsequent  Option shall become  exercisable  as to
               100% percent of the Shares  subject to the  Subsequent  Option on
               the first anniversary of its date of grant.

               (vii) In the event that any Option  granted  under the Plan would
          cause the number of Shares  subject to  outstanding  Options  plus the
          number of Shares  previously  purchased  under  Options  to exceed the
          Pool,  then the remaining  Shares  available for Option grant shall be
          granted under Options to the Outside Directors on a pro rata basis. No
          further  grants shall be made until such time,  if any, as  additional
          Shares become available for grant under the Plan through action of the
          stockholders  to  increase  the  number of Shares  which may be issued
          under  the Plan or  through  cancellation  or  expiration  of  Options
          previously granted hereunder.

     5.   Eligibility.  Options may be granted  only to Outside  Directors.  All
Options shall be automatically granted in accordance with the terms set forth in
Section 4 hereof.  An Outside Director who has been granted an Option may, if he
is otherwise eligible,  be granted an additional Option or Options in accordance
with such provisions.

          The Plan shall not confer upon any  Optionee any right with respect to
continuation of service as a Director or nomination to serve as a Director,  nor
shall it  interfere in any way with any rights which the Director of the Company
may have to terminate his or her directorship at any time.

     6.   Term of Plan.  The Plan shall  become  effective  upon the  earlier to
occur of its  adoption by the Board or its approval by the  stockholders  of the
Company as described in Section 16 of the Plan. It shall  continue in effect for
a term of ten (10) years unless sooner terminated under Section 11 of the Plan.

     7.   Form of Consideration.  The consideration to be paid for the Shares to
be issued upon  exercise of an Option,  including  the method of payment,  shall
consist of (i) cash,  (ii)  check,  (ii) other  shares  which (x) in the case of
Shares acquired upon exercise of an Option,  have been owned by the Optionee for
more than six (6) months on the date of  surrender,  and (y) have a Fair  Market
Value on the date of  surrender  equal to the  aggregate  exercise  price of the


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Shares as to which said Option shall be  exercised,  (iv) delivery of a properly
executed  exercise notice together with such other  documentation as the Company
and the broker, if applicable, shall require to effect an exercise of the Option
and  delivery  to the Company of the sale or loan  proceeds  required to pay the
exercise price, or (v) any combination of the foregoing methods of payment.

     8.   Exercise of Option.
       
          (a)  Procedure  for  Exercise;  Rights as a  Stockholder.  Any  option
     granted  hereunder  shall be  exercisable at such times as are set forth in
     Section 4 hereof;  provided,  however, that no Options shall be exercisable
     until stockholder approval of the Plan in accordance with Section 16 hereof
     has been obtained.

          An Option may not be exercised for a fraction of a Share.

          An Option shall be deemed to be exercised  when written notice of such
     exercise has been given to the Company in accordance  with the terms of the
     Option by the person  entitled to exercise  the Option and full payment for
     the Shares with respect to which the Option is exercised  has been received
     by the Company. Full payment may consist of any consideration and method of
     payment  allowable  under  Section 7 of the Plan.  Until the  issuance  (as
     evidenced by the appropriate entry on the books of the Company or of a duly
     authorized  transfer  agent  of  the  Company)  of  the  stock  certificate
     evidencing such Shares,  no right to vote or receive dividends or any other
     rights as a  stockholder  shall exist with respect to the  Optioned  Stock,
     notwithstanding  the exercise of the Option.  A share  certificate  for the
     number of Shares so  acquired  shall be issued to the  Optionee  as soon as
     practicable  after exercise of the Option. No adjustment will be made for a
     dividend  or other right for which the record date is prior to the date the
     stock certificate is issued, except as provided in Section 10 of the Plan.

          Exercise of an Option in any manner  shall result in a decrease in the
     number of Shares which  thereafter  may be available,  both for purposes of
     the Plan and for sale under the Option, by the number of Shares as to which
     the Option is exercised.

          (b) Rule 16b-3.  Options granted to Outside Directors must comply with
     the applicable  provisions of Rule 16b-3 promulgated under the Exchange Act
     or any successor  thereto and shall contain such  additional  conditions or
     restrictions  as may be  required  thereunder  to qualify  for the  maximum
     exemption  from  Section  16 of the  Exchange  Act  with  respect  to  Plan
     transactions.

          (c)  Termination  of  Continuous  Status as Director.  In the event an
     Optionee's  Continuous Status as a Director terminates [other than upon the
     Optionee's  death or total and permanent  disability (as defined in Section
     22(e)(3) of the Code)],  the Optionee  may exercise his or her Option,  but
     only within three (3) months from the date of such termination, and only to
     the extent  that the  Optionee  was  entitled to exercise it at the date of
     such termination (but in no event later than the expiration of its ten (10)
     year term). To the extent that the Optionee was not entitled to exercise an


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     Option at the date of such termination, and to the extent that the Optionee
     does not exercise such Option (to the extent  otherwise so entitled) within
     the time specified herein, the Option shall terminate.

          (d) Disability of Optionee.  In the event Optionee's Continuous Status
     as a Director terminates as a result of total and permanent  disability (as
     defined in Section  22(e)(3) of the Code), the Optionee may exercise his or
     her  Option,  but only  within  twelve  (12)  months  from the date of such
     termination,  and only to the extent  that the  Optionee  was  entitled  to
     exercise it at the date of such termination (but in no event later than the
     expiration of its ten (10) year term).  To the extent that the Optionee was
     not entitled to exercise an Option at the date of termination,  or if he or
     she does not  exercise  such Option (to the extent  otherwise  so entitled)
     within the time specified herein, the Option shall terminate.

          (e)  Death of  Optionee.  In the  event of an  Optionee's  death,  the
     Optionee's estate or a person who acquired the right to exercise the Option
     by bequest or inheritance  may exercise the Option,  but only within twelve
     (12) months  following  the date of death,  and only to the extent that the
     Optionee  was entitled to exercise it at the date of death (but in no event
     later than the  expiration  of its ten (10) year term).  To the extent that
     the  Optionee  was not entitled to exercise an Option at the date of death,
     and to the extent that the  Optionee's  estate or a person who acquired the
     right to exercise  such Option does not exercise such Option (to the extent
     otherwise so entitled) within the time specified  herein,  the Option shall
     terminate.

     9.   Non-Transferability  of Options.  The Option may not be sold, pledged,
assigned, hypothecated,  transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised,  during the
lifetime of the Optionee, only by the Optionee.

     10.  Adjustments Upon Changes in Capitalization, Dissolution, Merger, Asset
Sale or Change of Control.
        
          (a) Changes in  Capitalization.  Subject to any required action by the
     stockholders  of  the  Company,  the  number  of  Shares  covered  by  each
     outstanding  Option and the number of Shares which have been authorized for
     issuance under the Plan but as to which no Options have yet been granted or
     which have been returned to the Plan upon  cancellation or expiration of an
     Option,  as well as the price per Share  covered  by each such  outstanding
     Option,  shall be proportionately  adjusted for any increase or decrease in
     the number of issued  Shares  resulting  from a stock split,  reverse stock
     split, stock dividend, combination or reclassification of the Common Stock,
     or any other  increase or decrease in the number of issued Shares  effected
     without receipt of consideration by the Company;  provided,  however,  that
     conversion of any convertible securities of the Company shall not be deemed
     to have  been  "effected  without  receipt  of  consideration."  Except  as
     expressly provided herein, no issuance by the Company of shares of stock of
     any class,  or  securities  convertible  into shares of stock of any class,
     shall  affect,  and no  adjustment  by  reason  thereof  shall be made with
     respect to, the number or price of Shares subject to an Option.

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          (b)  Dissolution  or  Liquidation.   In  the  event  of  the  proposed
     dissolution or liquidation of the Company, to the extent that an Option has
     not been previously  exercised,  it will terminate immediately prior to the
     consummation of such proposed action.

          (c) Merger or Asset Sale. In the event of a merger of the Company with
     or into another corporation, or the sale of substantially all of the assets
     of the Company,  each outstanding  Option shall be assumed or an equivalent
     option shall be  substituted  by the successor  corporation  or a Parent or
     Subsidiary  of the successor  corporation.  In the event that the successor
     corporation  does not  agree to  assume  the  Option  or to  substitute  an
     equivalent  option,  each outstanding  Option shall become fully vested and
     exercisable,  including  as to Shares as which it would  not  otherwise  be
     exercisable, unless the Board, in its discretion,  determines otherwise. If
     an Option becomes fully vested and  exercisable in the event of a merger or
     sale of assets,  the Board shall notify the Optionee  that the Option shall
     be fully exercisable for a period of thirty (30) days from the date of such
     notice,  and the Option will  terminate upon the expiration of such period.
     For the purposes of this paragraph,  the Option shall be considered assumed
     if, following the merger or sale of assets, the option or right confers the
     right to  purchase,  for each Share of Option  Stock  subject to the Option
     immediately  prior  to the  merger  or sale of  assets,  the  consideration
     (whether  stock,  cash, or other  securities  or property)  received in the
     merger or sale of assets by holders of Common  Stock for each Share held on
     the effective date of the transaction (and if holders were offered a choice
     of  consideration,  the type of  consideration  chosen by the  holders of a
     majority of the outstanding Shares).

     11.  Amendment and Termination of the Plan.

          (a) Amendment and  Termination.  Except as set forth in Section 4, the
     Board may at any time amend,  alter,  suspend, or discontinue the Plan, but
     no amendment,  alternation,  suspension,  or discontinuation  shall be made
     which would impair the rights of any Optionee  under any grant  theretofore
     made, without his or her consent. In addition,  to the extent necessary and
     desirable  to comply with Rule 16b-3 under the  Exchange  Act (or any other
     applicable  law  or  regulation),  the  Company  shall  obtain  stockholder
     approval  of any Plan  amendment  in such a manner  and to such a degree as
     required.

          (b)  Effect  of  Amendment  or  Termination.  Any  such  amendment  or
     termination of the Plan shall not affect Options  already  granted and such
     Options  shall remain in full force and effect as if this Plan had not been
     amended or terminated.

     12.  Time of Granting  Options.  The date of grant of an Option shall,  for
all purposes, be the date determined in accordance with Section 4 hereof. Notice
of the  determination  shall be given to each Outside Director to whom an Option
is so granted within a reasonable time after the date of such grant.

     13.  Conditions  Upon  Issuance  of  Shares.  Shares  shall  not be  issued
pursuant to the  exercise of Option  unless the  exercise of such Option and the
issuance  and  delivery of such Shares  pursuant  thereto  shall comply with all
relevant provisions of law, including, without limitation, the Securities Act of

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1933,  as amended,  the  Exchange  Act,  the rules and  regulations  promulgated
thereunder,  state  securities  laws, and the requirements of any stock exchange
upon which the Shares  may then be listed,  and shall be further  subject to the
approval of counsel for the Company with respect to such compliance.

          As a condition to the  exercise of an Option,  the Company may require
the person  exercising  such Option to represent  and warrant at the time of any
such  exercise  that the  Shares are being  purchased  only for  investment  and
without any present  intention to sell or  distribute  such  Shares,  if, in the
opinion of counsel for the Company,  such a representation is required by any of
the aforementioned relevant provisions of law.

          Inability of the Company to obtain  authority from any regulatory body
having  jurisdiction,  which authority is deemed by the Company's  counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall relieve
the  Company of any  liability  in respect of the  failure to issue or sell such
Shares as to which such requisite authority shall not have been obtained.

     14.  Reservation of Shares. The Company, during the term of this Plan, will
at all  times  reserve  and keep  available  such  number  of Shares as shall be
sufficient to satisfy the requirements of the Plan.

     15.  Option  Agreement.  Options  shall  be  evidenced  by  written  option
agreements in such form as the Board shall approve.

     16.  Stockholder  Approval.  Continuance  of the Plan  shall be  subject to
approval  by the  stockholders  of the  Company at or prior to the first  annual
meeting of stockholders  held subsequent to the granting of an Option hereunder.
Such  stockholder  approval shall be obtained in the degree and manner  required
under applicable state and federal law.


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