Exhibit 10.24

                                      NOTE

$148,000.00   
                                                           As of August 14, 1996
                                                         Langhorne, Pennsylvania

     FOR VALUE RECEIVED, GARRETT U. COHN ("Borrower"), hereby promises to pay to
the order of DIGITAL DESCRIPTOR  SYSTEMS,  INC. (the "Lender"),  at the Lender's
principal place of business in Langhorne,  Pennsylvania the principal sum of one
hundred forty eight thousand and No/100 Dollars  ($148,000),  in lawful money of
the United States of America,  together with all accrued and unpaid interest, on
August 13, 1999.

     This Note shall bear interest on the outstanding principal balance from the
date of this Note on the unpaid principal balance  outstanding from time to time
at the  annual  rate of one  percent  (1%) in  excess  of the  rate of  interest
announced or published from time to time by The Wall Street Journal as the prime
or equivalent  rate of interest  (such  announced or published  rate of interest
referred to as the "Prime Rate").

     Interest  shall  be  payable  on the  first  day of each  calendar  quarter
commencing  on January 1, 1997 and  continuing on the first day of each calendar
quarter thereafter until this Note is paid in full or otherwise discharged.

     Interest  hereunder  shall be computed on the basis of actual days  elapsed
based upon a three  hundred  sixty (360) day year.  The  interest  rate shall be
adjusted in an amount equal to any increase or decrease in the Prime Rate on the
date of such adjustment.  It is expressly agreed that the use of the term "Prime
Rate"  is not  intended  nor does it  imply  that  said  rate of  interest  is a
preferred  rate of  interest  or one which is offered  to the most  creditworthy
customers of any bank or financial institution.

     This Note (this  "Note") is in  replacement  of and  substitution  for that
certain  Demand  Note dated  March 3, 1996 in the  principal  amount of $45,500,
between Borrower and the Lender.

     1.  Prepayment.  This Note may be prepaid in whole or part, at any time and
from time to time without premium or penalty.

     2. Acceleration on Default;  Waivers. If any payment due under this Note or
any other monies owing  hereunder  is not paid when due,  then all  indebtedness
evidenced  by this Note,  will be due and payable in full at the election of the
Lender.  The  acceptance by Lender of any payment,  partial or  otherwise,  made
after the time when it becomes due will not  establish a custom or  constitute a
waiver by Lender of any right to enforce prompt  payment  thereof or a waiver of

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any other  default  or the same  default  on  another  occasion.  TO THE  EXTENT
PERMITTED BY APPLICABLE  LAW,  BORROWER  HEREBY WAIVES DEMAND,  PRESENTMENT  FOR
PAYMENT, PROTEST AND NOTICE OF NON-PAYMENT AND PROTEST.

     3.  Fees,  Expenses  and Other  Charges.  If at any time or  times,  Lender
attempts to or enforces any of Lender's  rights and remedies  against  Borrower,
the reasonable costs and expenses  incurred by Lender in such enforcement  shall
be an  additional  liability,  payable by Borrower to Lender on demand.  Without
limiting the generality of the foregoing, such expenses, costs, charges and fees
include: (i) attorneys' fees, costs and expenses;  (ii) accountants' fees, costs
and expenses;  (iii) court costs and expenses;  (iv) court reporter fees,  costs
and expenses; (v) long distance telephone charges; and (vi) telegram,  telecopy,
facsimile, messenger and overnight courier charges.

     4. Amendments and Modifications.  This Note may not be amended or modified,
nor shall any revision  hereof be effective,  except by an instrument in writing
expressing such intention executed by Lender and Borrower.

     5.  Choice  of Law.  This  Note  shall be  governed  and  controlled  as to
validity, enforcement, interpretation,  construction and effect by the statutes,
laws and decisions of the State of Pennsylvania.

     IN WITNESS WHEREOF, the undersigned has executed and delivered this Note as
of the day and year first above written.




                                             /s/ Garrett U. Cohn
                                             -----------------------
                                                 GARRETT U. COHN