EXHIBIT 10.2

                              EMPLOYMENT AGREEMENT

THIS  EMPLOYMENT  AGREEMENT  (the  "Agreement")  is made as of the  25th  day of
February, 2005 (the "Effective Date")

BY AND AMONG:

            DIGITAL  DESCRIPTOR  SYSTEMS,  INC.,  a  Delaware  corporation  (the
            "Company" or the "Employer"),

            CGM APPLIED  SECURITY  TECHNOLOGIES,  INC.,  a Delaware  corporation
            ("CGM Sub")

            AND

            ERIK  HOFFER,  an  individual  having an address at 24156 Yacht Club
            Boulevard, Punta Gorda, Florida ("Executive")

WHEREAS,  the Company,  CGM Sub and CGM  Security  Solutions,  Inc.  ("CGM") are
parties to an Asset  Purchase  Agreement,  (the "Purchase  Agreement"),  a 2.86%
Secured  Convertible  Promissory  Note (the "Note"),  a Security  Agreement (the
"Security  Agreement") and an Intellectual  Property Security Agreement (the "IP
Security Agreement"), all dated as of the date hereof; and

WHEREAS, as a condition to the Purchase Agreement, Executive has agreed to serve
as (i) Vice President the Company ("Vice  President")  and (ii) President of the
CGM Sub  ("CGM  President"),  and the  Company  and CGM Sub have  agreed to hire
Executive as such, pursuant to the terms and conditions of this Agreement.

NOW THEREFORE THIS AGREEMENT  WITNESSETH THAT in  consideration  of the premises
and the mutual covenants,  agreements,  representations and warranties contained
herein, the Purchase Agreement,  and other good and valuable consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  Executive  and the
Company hereby agree as follows:

                                    ARTICLE 1
                                   EMPLOYMENT

Employer and CGM Sub hereby affirm the employment of Executive as Vice President
of the  Company and  President  of CGM Sub,  and  Executive  hereby  affirms and
accepts  such  employment  by Employer and CGM Sub for the "Term" (as defined in
Article 3 below), upon the terms and conditions set forth herein.

                                    ARTICLE 2
                                     DUTIES

During  the  Term,  Executive  shall  serve  Employer  and CGM  Sub  faithfully,
diligently and to the best of his ability,  under the direction and  supervision
of the Boards of Directors of Employer and CGM Sub ("Boards of  Directors")  and
shall use his best efforts to promote the interests and goodwill of Employer and
CGM  Sub  and  any  affiliates,   successors,   assigns,   parent  corporations,

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subsidiaries, and/or future purchasers of Employer, subject, in the event of any
contemplated  transfer of any rights or  obligations  under this  Agreement,  to
Article 13.8,  below.  Executive  shall render such services  during the Term at
Employer  and CGM Sub's  principal  place of  business or at such other place of
business as may be determined  by the Boards of  Directors,  as Employer and CGM
Sub may from time to time reasonably require of him, and shall devote all of his
business time to the performance thereof.  Executive shall have those duties and
powers as  generally  pertain to each of the  offices of which he holds,  as the
case may be,  subject to the control of the Boards of  Directors.  Employer  and
Executive also agree that Employer's Board of Directors shall nominate Executive
to Employer's  Board of Directors as soon as practicable  after the beginning of
the Term.

                                    ARTICLE 3
                                      TERM

EMPLOYER VICE PRESIDENT

3.1   The "Term" of this Agreement in connection with the Executive's  position
of Vice President  shall commence on the Effective Date and continue  thereafter
for a term of three (3) years, as may be extended or earlier terminated pursuant
to the terms and  conditions of this  Agreement.  The Term is renewable upon the
agreement of the parties hereto.

      During the period between the third  anniversary date and final payment of
monies due pursuant to the Note ("Final  Payment")  Executive,  Executive  shall
continue to serve as Vice  President and a Director of Employer.  Once the Final
Payment has been made,  Executive will resign his positions  unless the Board of
Directors of Employer has renewed this Agreement.

CGM PRESIDENT

3.2   Executive shall serve as CGM President  commencing on the Effective Date
for a one (1) year  period,  which may be renewed  for  successive  one (1) year
periods unless, prior to the 30th calendar day preceding the expiration thereof,
the Board of Directors of CGM Sub provides  written notice to the Executive that
it elects not to renew.

                                    ARTICLE 4
                                  COMPENSATION

SALARY

4.1   (a) In consideration of Executive's services to both Employer and CGM
Sub,  Employer  shall pay to  Executive an annual  salary (the  "Salary") of Two
Hundred  Thousand Dollars  ($200,000.00  and sometimes  referred to as the "Full
Salary") ,  payable in equal  installments  at the end of such  regular  payroll
accounting periods as are established by Employer, or in such other installments
upon which the parties  hereto shall  mutually  agree,  and in  accordance  with
Employer's  usual  payroll  procedures,  but no less  frequently  than  monthly;
provided,  however,  that the Full Salary may be deferred or reduced by Employer
if the  Compensation  Committee  of the Board of  Directors  of the  Employer so
determines  ( a "Salary  Reduction")  and shall be paid in full as funds  become
available  during  the  balance of that  calendar  year or  thereafter  ("Salary
Payments"); but in no event shall the Salary Reduction exceed $100,000 per year.
Any Salary Reduction shall be memorialized in a demand promissory note, accruing
interest in the amount of ten (10%) per annum, executed by Employer and CGM Sub,

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jointly and  severally,  and issued no later than ten days following any quarter
during which Executive receives less than his Full Salary. Provided further that
in the event Executive's Full Salary is reduced at any time during the Term, (i)
all Employer and CGM Sub officers'  and  directors'  compensation  shall also be
proportionately  reduced and (ii)  Employer  and CGM Sub shall not  increase the
compensation  of any officer,  director or employee  during any periods in which
Executive's  Full Salary is reduced  until all of the Salary  Reduction  amounts
have been repaid to Executive in full.  Notwithstanding anything to the contrary
set forth in this Agreement, Employer and CGM Sub, jointly and severally, hereby
agree to pay the Full Salary, as well as the benefits,  expense  reimbursements,
bonus and other compensation  described in Sections 4.2, 4.3, 4.4 and 4.5 below,
to Executive  throughout the Term hereof,  subject only to the Salary  Reduction
right of this Article 4.1(a), even though Executive's  position as CGM President
is not renewed after the first year of the Term.

 BENEFITS

4.2   (a) During the Term,  Executive  shall be  entitled  to  participate  in
all medical and other Executive benefit plans,  including vacation,  sick leave,
retirement  accounts and other Executive benefits provided by Employer to any of
the other senior  officers of the Employer or CGM Sub on terms and conditions no
less favorable than those offered to such senior  officers.  Such  participation
shall be  subject  to the terms of the  applicable  plan  documents,  Employer's
generally applicable  policies,  and the discretion of the Board of Directors or
any  administrative or other committee provided for in, or contemplated by, such
plan, but in no event shall  Executive's  participation in any medical and other
Executive  benefit  plans be less than the  participation  of any  other  senior
officer during the Term.

      (b)  Employer  shall  agree to review  the  current  Long Term  Disability
Insurance  policy held by Executive ("LTD  Insurance").  If Employer  determines
that is it  economically  viable for Employer to provide LTD Insurance on behalf
of the  Executive,  Employer  shall also  provide  LTD  Insurance  to  similarly
situated Executives on terms and conditions no less favorable than those offered
to Executive. Employer shall be under no obligation to provide LTD Insurance.

EXPENSE REIMBURSEMENT

4.3   Employer and CGM Sub shall reimburse  Executive for reasonable and neces-
sary  expenses  incurred  by  him on  behalf  of  Employer  and  CGM  Sub in the
performance  of his  duties  hereunder  during the Term,  including  any and all
travel expenses related to the Employer's business in accordance with Employer's
then customary policies, provided that such expenses are adequately documented.

BONUS

4.4   In  addition  to the  Salary,  Executive  shall be  entitled  to  receive
an incentive  bonus for each calendar year of this Agreement  equal to 5% of the
gross  margin  sales  increase  over the prior  year's gross margin sales of CGM
products ("Bonus").  Each year's Bonus shall be paid to the Executive within 110
days of the  Company's  calendar  year end.  "Gross  margin" shall be defined in
accordance  with GAAP,  as  reviewed  and  approved  by  Employer's  independent
auditors.

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OTHER COMPENSATION

4.5   Executive  shall receive a monthly  allowance of $500,  for a total of
$6000 per year, in connection with transportation expenses in the performance of
his duties on behalf of Employer and CGM Sub.

                                    ARTICLE 5
                                OTHER EMPLOYMENT

During the Term of this Agreement,  Executive shall devote  substantially all of
his business and professional time and effort,  attention,  knowledge, and skill
to the management,  supervision and direction of Employer and CGM Sub's business
and affairs as Executive's  highest  professional  priority.  Except as provided
below,  Employer  shall be entitled  to all  benefits,  profits or other  issues
arising  from or  incidental  to all work,  services  and  advice  performed  or
provided by Executive.  Nothing in this Agreement shall preclude  Executive from
devoting reasonable periods required for:

      (a)   serving as a director or member of a committee  of any  organization
            or corporation  involving no conflict of interest with the interests
            of  Employer or CGM Sub,  provided  that  Executive  must obtain the
            written consent of Employer and CGM Sub;

      (b)   serving as a  consultant  in his area of  expertise  (in areas other
            than in  connection  with the business of Employer and CGM Sub),  to
            government,  industrial,  and  academic  panels  where  it does  not
            conflict with the interests of Employer and CGM Sub; and

      (c)   managing  his  personal   investments   or  engaging  in  any  other
            non-competing business;

provided  that such  activities  do not  materially  interfere  with the regular
performance of his duties and responsibilities under this Agreement.

                                    ARTICLE 6
                       CONFIDENTIAL INFORMATION/INVENTIONS

CONFIDENTIAL INFORMATION

6.1   Executive  shall not, in any manner,  for any reasons,  either  directly
or indirectly,  divulge or communicate to any person,  firm or corporation,  any
confidential  information  concerning  any  matters not  generally  known in the
Public Sector  Safety,  Cargo and  Transportation,  product  authentication  and
unattended  cargo,  Homeland  Security and Shipping and Distribution  industries
(together,  the "Security Industry") or otherwise made public by Employer or CGM
Sub which  affects or  relates  to  Employer  or CGM Sub's  business,  finances,
marketing  and/or  operations,  research,  development,   inventions,  products,
designs,  plans,   procedures,   or  other  data  (collectively,   "Confidential
Information")  except in the  ordinary  course of  business  or as  required  by
applicable law.  Without regard to whether any item of Confidential  Information
is deemed or considered confidential, material, or important, the parties hereto
stipulate  that as between them, to the extent such item is not generally  known
in the Security Industry, such item is important, material, and confidential and
affects the successful conduct of Employer's business and goodwill, and that any
breach of the terms of this Section 6.1 shall be a material and incurable breach
of this Agreement.  Confidential  Information shall not include: (i) information
obtained or which became known to Executive other than through his employment by
Employer and CGM Sub; (ii)  information  in the public domain at the time of the
disclosure of such  information by Executive;  (iii)  information that Executive
can document was independently developed by Executive; and (iv) information that
is disclosed by Executive with the prior written consent of Employer or CGM Sub.

DOCUMENTS

6.2   Executive  further  agrees that all  documents  and  materials  furnished
to  Executive  by Employer and CGM Sub and relating to the Employer or CGM Sub's
business or prospective  business are and shall remain the exclusive property of
Employer. Executive shall deliver all such documents and materials, uncopied, to
Employer or CGM Sub upon demand  therefore  and in any event upon  expiration or
earlier  termination  of this  Agreement.  Any  payment of sums due and owing to
Executive  by Employer or CGM Sub upon such  expiration  or earlier  termination
shall be  conditioned  upon  returning  all such  documents and  materials,  and
Executive expressly authorizes Employer and CGM Sub to withhold any payments due
and owing pending return of such documents and materials.

INVENTIONS

6.3   All ideas,  inventions,  and other developments or improvements conceived
or reduced to practice by  Executive,  alone or with others,  during the Term of
this Agreement,  whether or not during working hours,  that are within the scope
of the  business  of Employer or CGM Sub or that relate to or result from any of
Employer or CGM Sub's work or projects or the services  provided by Executive to
Employer or CGM Sub pursuant to this Agreement,  shall be the exclusive property
of Employer.  Executive agrees to assist  Employer,  at Employer's  expense,  to
obtain patents and copyrights on any such ideas, inventions, writings, and other
developments,  and agrees to execute  all  documents  necessary  to obtain  such
patents and copyrights in the name of Employer.

DISCLOSURE

6.4   During the Term, Executive will promptly disclose to the Boards of Direct-
ors full information  concerning any interest,  direct or indirect, of Executive
(as owner, shareholder,  partner, lender or other investor,  director,  officer,
Executive, consultant or otherwise) or any member of his immediate family in any
business that is reasonably  known to Executive to purchase or otherwise  obtain
services or products from, or to sell or otherwise  provide services or products
to, Employer, CGM Sub or any of their suppliers or customers.


                                    ARTICLE 7
                             COVENANT NOT TO COMPETE

(a)   Except as expressly  permitted  in Article 5 above,  during the Term of
this Agreement,  Executive shall not engage in any of the following  competitive
activities:  (a)  engaging  directly or  indirectly  in any business or activity
substantially  similar to any business or activity engaged in (or proposed to be
engaged in) by Employer or CGM Sub; (b) engaging  directly or  indirectly in any
business or activity  competitive  with any business or activity  engaged in (or
proposed to be engaged in) by Employer or CGM Sub; (c) soliciting or taking away
any Executive, agent,  representative,  contractor,  supplier, vendor, customer,
franchisee,  lender or investor of Employer, or attempting to so solicit or take

<PAGE>

away;  (d)  interfering  with  any  contractual  or other  relationship  between
Employer  or CGM Sub  and  any  Executive,  agent,  representative,  contractor,
supplier,  vendor, customer,  franchisee,  lender or investor; or (e) using, for
the  benefit  of any  person or  entity  other  than  Employer  or CGM Sub,  any
Confidential Information of Employer or CGM Sub.

(b)   The foregoing covenant prohibiting  competitive activities shall survive
the termination of this Agreement and shall extend, and shall remain enforceable
against  Executive,  for the  period  of two (2) years  following  the date this
Agreement is terminated  provided,  however,  this  Agreement is not  terminated
either by  Executive  pursuant to  Article10.1  and 10.2 or by Employer  without
cause  pursuant  to  Article  10.3  in  which  case  such  Articles  5, 6 and 7,
respectively,  shall not be binding upon Executive nor survive such termination.
In addition,  during the two-year  period  following such  expiration or earlier
termination,  neither  Executive,  Employer nor CGM Sub shall make or permit the
making of any negative  statement of any kind  concerning  Employer,  CGM Sub or
their affiliates, or their directors, officers or agents or Executive.

                                    ARTICLE 8
                                    SURVIVAL

Executive  agrees  that the  provisions  of  Articles  6, 7 and 9 shall  survive
expiration  or earlier  termination  of this  Agreement and shall remain in full
force  and  effect  thereafter  for any  reasons  other  than in the  events  of
termination  either by Executive pursuant to Article10.1 and 10.2 or by Employer
without cause pursuant to Article 10.3.


                                    ARTICLE 9
                                INJUNCTIVE RELIEF

Executive  acknowledges  and  agrees  that  the  covenants  and  obligations  of
Executive  set  forth  in  Articles  6 and 7 with  respect  to  non-competition,
non-solicitation,  confidentiality  and Employer's  property  relate to special,
unique and  extraordinary  matters and that a  violation  of any of the terms of
such covenants and obligations will cause Employer or CGM Sub irreparable injury
for which  adequate  remedies  are not  available at law.  Therefore,  Executive
agrees that Employer or CGM Sub shall be entitled to an injunction,  restraining
order or such other equitable relief (without the requirement to post bond) as a
court of competent  jurisdiction  may deem  necessary or appropriate to restrain
Executive  from  committing  any  violation  of the  covenants  and  obligations
referred to in this Article 9, provided,  however,  such injunctive relief shall
not be available if this Agreement is terminated either by Executive pursuant to
Article10.1  and 10.2 or by Employer  without  cause  pursuant to Article  10.3.
These injunctive remedies are cumulative and in addition to any other rights and
remedies Employer may have at law or in equity.


                                   ARTICLE 10
                                   TERMINATION

TERMINATION BY EXECUTIVE

10.1  Executive may terminate this Agreement for Good Reason at any time upon 30
days'  written  notice to Employer or CGM Sub,  provided the Good Reason has not
been cured within such period of time.

<PAGE>

GOOD REASON

10.2  In this Agreement,  "Good Reason" means,  without Executive's prior
written consent, the occurrence of any of the following events,  unless Employer
or CGM Sub shall have fully cured all grounds for such termination within thirty
(30) days after Executive gives notice thereof:

      (i)   any reduction in his then-current  Salary,  except as provided under
            Section 4.1;

      (ii)  any material failure to timely grant, or timely honor, any equity or
            long-term incentive award;

      (iii) failure to pay or provide required compensation and benefits;

      (iv)  any  failure to appoint him as a Director of Employer or the removal
            of him  from  such  position,  other  than  by  vote  of  Employer's
            shareholders   following  his  nomination  by  Employer's  Board  of
            Directors at a meeting thereof, during the Term;

      The written  notice  given  hereunder  by Executive to Employer or CGM Sub
      shall specify in  reasonable  detail the cause for  termination,  and such
      termination  notice  shall not be  effective  until thirty (30) days after
      Employer or CGM Sub's  receipt of such notice,  during which time Employer
      shall have the right to respond to Executive's  notice and cure the breach
      or other event giving rise to the termination.

TERMINATION BY EMPLOYER

10.3  Employer or CGM Sub may terminate  its  employment of Executive  under
this  Agreement  for  cause at any time by  written  notice  to  Executive.  For
purposes of this Agreement,  the term "cause" for termination by Employer or CGM
Sub  shall  be (a) a  conviction  of or plea of  guilty  or nolo  contendere  by
Executive to a felony,  or any crime  involving fraud or  embezzlement;  (b) the
refusal by Executive to perform his material duties and  obligations  hereunder;
(c)  Executive's  willful or  intentional  misconduct in the  performance of his
duties and  obligations;  or (d) if  Executive or any member of his family makes
any personal  profit arising out of or in connection with a transaction to which
Employer  or CGM Sub is a party or with which it is  associated  without  making
disclosure to and obtaining  the prior  written  consent of Parent.  The written
notice  given  hereunder by Employer or CGM Sub to  Executive  shall  specify in
reasonable  detail the cause for  termination.  For purposes of this  Agreement,
"family"  shall  mean  Executive's  spouse  and/or  children.  In the  case of a
termination  for the causes  described  in (a) and (d) above,  such  termination
shall be effective upon receipt of the written notice. In the case of the causes
described in (b) and (c) above,  such termination  notice shall not be effective
until thirty (30) days after  Executive's  receipt of such notice,  during which
time  Executive  shall have the right to respond to Employer or CGM Sub's notice
and cure the breach or other event giving rise to the termination.

SEVERANCE

10.4  Upon a termination  of this  Agreement  without Good Reason by Executive
or with  cause by  Employer  or CGM Sub,  Employer  shall pay to  Executive  all
accrued and unpaid  compensation as of the date of such  termination,  including
any amounts due  Executive  under  Article 4 subject to the provision of Section
6.2.  Upon a  termination  of this  Agreement  with Good Reason by  Executive or
without  cause by  Employer  or CGM Sub,  Employer  shall pay to  Executive  the

<PAGE>

"Severance Payment." The Severance Payment shall be payable over a period of six
months  from  the date of  termination,  subject  to  Employer's  statutory  and
customary withholdings.  The first two-fifth's of the Severance Payment shall be
paid by Employer  within  thirty (30)  business  days of the  expiration  of any
applicable cure period and the remaining  three-fifth's of the Severance Payment
shall be paid within 90 days of the  expiration of any  applicable  cure period.
The "Severance  Payment" shall equal the total amount of the Full Salary payable
to  Executive  under  Section  4.1 of  this  Agreement  from  the  date  of such
termination  until  the  end of the  Term of this  Agreement  (prorated  for any
partial  month),  together  with a prorated  amount of any bonus  payable  under
Section  4.4 as well as any  amounts due under any  promissory  notes  issued or
issuable  pursuant to any Salary  Reduction  amounts  outstanding at the date of
termination and which may accrue through the Term hereof.

TERMINATION UPON DEATH

10.5 If Executive dies during the Term of this  Agreement,  this Agreement shall
terminate,  except that Executive's legal  representatives  shall be entitled to
receive any earned but unpaid compensation or expense  reimbursement,  including
any amounts due Executive  under Article 4, as well as any amounts due under any
promissory  notes issued or issuable  pursuant to any Salary  Reduction  amounts
outstanding through the date of death.

TERMINATION UPON DISABILITY

10.6 If, during the Term of this Agreement,  Executive  suffers and continues to
suffer from a "Disability" (as defined below),  then Employer may terminate this
Agreement by  delivering  to Executive  ten (10)  calendar  days' prior  written
notice of termination  based on such Disability,  setting forth with specificity
the nature of such Disability and the  determination  of Disability by Employer.
For the purposes of this Agreement,  "Disability"  means Executive's  inability,
with reasonable  accommodation,  to substantially  perform  Executive's  duties,
services and obligations  under this Agreement due to physical or mental illness
or other  disability  for a  continuous,  uninterrupted  period  of  sixty  (60)
calendar days or ninety (90) days during any twelve month period.  Upon any such
termination  for  Disability,  Executive shall be entitled to receive any earned
but unpaid  compensation  or expense  reimbursement  as well as any  amounts due
under any promissory  notes issued or issuable  pursuant to any Salary Reduction
amounts outstanding due hereunder through the date of termination.

                                   ARTICLE 11
                  PERSONNEL POLICIES, CONDITIONS, AND BENEFITS

      Except as  otherwise  provided  herein,  Executive's  employment  shall be
subject to the  personnel  policies and benefit  plans which apply  generally to
Employer's  executives  as the  same may be  interpreted,  adopted,  revised  or
deleted from time to time,  during the Term of this Agreement,  by Parent in its
sole discretion,  except,  however,  the provisions of this Article 11 shall not
operate to diminish,  reduce,  invalidate  or terminate  any of the  Executive's
compensation or other rights granted pursuant to Articles 1,3, 4, 5, 7, 8, 9 and
10. During the Term hereof,  Executive shall be entitled to vacation during each
year of the Term at the rate of four (4) weeks per  year.  Within 30 days  after
the end of each year of the Term,  Employer  shall  elect to (a) carry  over and
allow  Executive the right to use any accrued and unused  vacation of Executive,
or (ii) pay Executive  for such  vacation in a lump sum in  accordance  with its
standard  payroll  practices.  Executive  shall  take  such  vacation  at a time
approved in advance by the Board of Directors of Employer,  which  approval will
not  be   unreasonably   withheld  but  will  take  into  account  the  staffing

<PAGE>

requirements of Employer and the need for the timely  performance of Executive's
responsibilities.

                                   ARTICLE 12
                           BENEFICIARIES OF AGREEMENT

This  Agreement  shall  inure  to  the  benefit  of  Executive,  his  heirs  and
successors,  and to Employer, CGM Sub and any affiliates,  successors,  assigns,
parent  corporations,  subsidiaries,  and/or purchasers of Employer or Parent as
they now or shall exist while this Agreement is in effect, subject, in the event
of a contemplated transfer of any rights or obligations under this Agreement, to
Article 13.8 below.

                                   ARTICLE 13
                               GENERAL PROVISIONS

NO WAIVER

13.1  No failure by either party to declare a default  based on any breach by
the other  party of any  obligation  under this  Agreement,  nor failure of such
party to act quickly with regard thereto,  shall be considered to be a waiver of
any such obligation, or of any future breach.

MODIFICATION

13.2  No waiver or modification of this Agreement or of any covenant,
condition,  or limitation  herein contained shall be valid unless in writing and
duly executed by the parties to be charged therewith.

SUBMISSION TO JURISDICTION; CONSENT TO SERVICE OF PROCESS.

13.3  The parties hereto irrevocably submit to the exclusive  jurisdiction of
any  federal or state  court  located  within  the State of New Jersey  over any
dispute arising out of or relating to this Agreement and each party  irrevocably
agrees  that all  claims in  respect  of such  dispute  or any  suit,  action or
proceeding  related  thereto may be heard and  determined  in such  courts.  The
parties hereby  irrevocably waive, to the fullest extent permitted by applicable
law, any objection  which they may now or hereafter  have to the laying of venue
of any such dispute,  suit,  action or  proceeding  brought in such court or any
defense of  inconvenient  forum for the  maintenance of any such dispute,  suit,
action or  proceeding.  Each of the parties hereby agrees that a judgment in any
such dispute,  suit, action or proceeding may be enforced in other jurisdictions
by suit on the judgment or in any other manner  provided by law. This  Agreement
shall be governed by and construed in  accordance  with the laws of the State of
New Jersey, without regard to any conflict of laws principles.

ENTIRE AGREEMENT

13.4  This  Agreement  embodies the whole  agreement  between the parties  here-
to regarding the subject matter hereof and there are no  inducements,  promises,
terms, conditions,  or obligations made or entered into by Employer or Executive
other than contained herein.

<PAGE>

SEVERABILITY

13.5  Certain of the agreements and covenants contained herein are severable,
and in the event any of them,  with the exception of those contained in Articles
1, 2, 3, 4, 5, 7, 8, 9, 10, 11 and 12 hereof, shall be held to be invalid by any
competent  court,  this  Agreement  shall  be  interpreted  as if  such  invalid
agreements or covenants were not contained herein.

HEADINGS

13.6  The headings  contained herein are for the convenience of reference and
are not to be used in interpreting this Agreement.

INDEPENDENT LEGAL ADVICE

13.7  Employer  has obtained  legal advice  concerning  this  Agreement  and has
requested that Executive  obtain  independent  legal advice with respect to same
before  executing  this  Agreement.  Executive,  in  executing  this  Agreement,
represents  and  warranties  to  Employer  that he has been so advised to obtain
independent  legal advice,  and that prior to the execution of this Agreement he
has so obtained  independent legal advice, or has, in his discretion,  knowingly
and willingly elected not to do so.

NO ASSIGNMENT

13.8  No party may assign,  pledge or encumber its interest in this Agreement
nor assign or  transfer  any of its rights or duties  under this  Agreement,  by
operation of law or otherwise,  to any affiliates,  successors,  assigns, parent
corporations,  subsidiaries,  and/or future  purchasers of Employer  without the
prior written consent of the other parties.

<PAGE>

      IN WITNESS  WHEREOF the parties have executed this Agreement  effective as
of the day and year first above written.

                                   DIGITAL DESCRIPTOR SYSTEMS, INC.


                                   By: /s/ Anthony Shupin
                                       -----------------------------------
                                       Anthony Shupin, President


                                   CGM APPLIED SECURITY TECHNOLOGIES, INC.


                                   By: /s/ Anthony Shupin
                                       -----------------------------------
                                       Anthony Shupin, President


                                   EXECUTIVE:

                                   /s/ Erik Hoffer
                                   ---------------------------------------
                                   ERIK HOFFER