EXHIBIT 10.5.10


      THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN
      REGISTERED  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED (THE
      "ACT").  THE  SECURITIES  MAY  NOT  BE  SOLD,  TRANSFERRED  OR
      ASSIGNED  IN THE ABSENCE OF AN  EFFECTIVE  OF COUNSEL IN FORM,
      SUBSTANCE  AND SCOPE  CUSTOMARY  FOR  OPINIONS  OF  COUNSEL IN
      COMPARABLE  TRANSACTIONS  THAT  REGISTRATION  IS NOT  REQUIRED
      UNDER  SAID  ACT  OR  UNLESS  SOLD  PURSUANT  TO  RULE  144 OR
      REGULATIONS UNDER SAID ACT.

                          SECURED CONVERTIBLE DEBENTURE

Fairless Hills, Pennsylvania
November 26, 2003                                                        $22,500

      FOR  VALUE  RECEIVED,   DIGITAL  DESCRIPTOR  SYSTEMS,   INC.,  a  Delaware
corporation  (hereinafter called the "BORROWER"),  hereby promises to pay to the
order of AJW QUALIFIED  PARTNERS,  LLC or registered  assigns (the "HOLDER") the
sum of Twenty-Two Thousand Five Hundred Dollars ($22,500),  on November 26, 2004
(the  "MATURITY  DATE"),  and to pay  interest on the unpaid  principal  balance
hereof at the rate of twelve percent (12%) per annum from November 26, 2003 (the
"ISSUE  DATE") until the same  becomes due and  payable,  whether at maturity or
upon  acceleration  or by prepayment  or  otherwise.  Any amount of principal or
interest on this Debenture which is not paid when due shall bear interest at the
rate of fifteen percent (15%) per annum from the due date thereof until the same
is paid ("DEFAULT  INTEREST").  Interest  shall  commence  accruing on the issue
date,  shall be computed on the basis of a 365-day year and the actual number of
days elapsed and shall be payable, at the option of the Holder, either quarterly
on March 31, June 30,  September  30 and  December 31 of each year  beginning on
December 31, 2003,  or at the time of  conversion of the principal to which such
interest  relates in accordance with Article I below. All payments due hereunder
(to the extent not converted  into common stock,  $.001 par value per share,  of
the Borrower (the "COMMON  STOCK") in accordance with the terms hereof) shall be
made in lawful  money of the United  States of America  or, at the option of the
Borrower,  in whole or in part, in shares of Common Stock of the Borrower valued
at the then applicable  Conversion Price (as defined herein). All payments shall
be made at such  address as the Holder shall  hereafter  give to the Borrower by
written  notice  made in  accordance  with  the  provisions  of this  Debenture.
Whenever any amount expressed to be due by the terms of this Debenture is due on
any day which is not a business  day, the same shall  instead be due on the next
succeeding day which is a business day and, in the case of any interest  payment
date  which  is not the  date on  which  this  Debenture  is paid in  full,  the
extension of the due date  thereof  shall not be taken into account for purposes
of  determining  the  amount  of  interest  due on  such  date.  As used in this
Debenture,  the term  "business  day" shall mean any day other than a  Saturday,
Sunday or a day on which  commercial banks in the city of New York, New York are
authorized  or  required  by law or  executive  order  to  remain  closed.  Each
capitalized term used herein, and not otherwise defined,  shall have the meaning
ascribed thereto in that certain Securities Purchase Agreement,  dated September
30, 2003,  pursuant to which this Debenture was originally issued (the "PURCHASE
AGREEMENT").

      This Debenture is free from all taxes, liens, claims and encumbrances with
respect to the issue  thereof and shall not be subject to  preemptive  rights or
other  similar  rights  of  shareholders  of the  Borrower  and will not  impose
personal  liability  upon the holder  thereof.  The  obligations of the Borrower
under this Debenture shall be secured by that certain  Security  Agreement dated
by and between the Borrower and the Holder of even date herewith.

      The following terms shall apply to this Debenture:

ARTICLE I. CONVERSION RIGHTS

            1.1 CONVERSION  RIGHT.  The Holder shall have the right from time to
time,  and at any time on or prior to the earlier of (i) the  Maturity  Date and
(ii) the date of  payment of the  Default  Amount  (as  defined in Article  III)
pursuant to Section  1.6(a) or Article III, the Optional  Prepayment  Amount (as
defined in Section 5.1 or any payments  pursuant to Section 1.7, each in respect
of the remaining  outstanding  principal amount of this Debenture to convert all
or any part of the  outstanding  and unpaid  principal  amount of this Debenture
into fully paid and non-assessable  shares of Common Stock, as such Common Stock
exists on the Issue Date, or any shares of capital stock or other  securities of
the  Borrower  into  which  such  Common  Stock  shall  hereafter  be changed or
reclassified  at the conversion  price (the  "CONVERSION  PRICE")  determined as
provided herein (a "CONVERSION");  provided, however, that in no event shall the
Holder be entitled to convert  any portion of this  Debenture  in excess of that
portion of this Debenture upon  conversion of which the sum of (1) the number of
shares of Common  Stock  beneficially  owned by the  Holder  and its  affiliates
(other  than  shares of Common  Stock  which  may be deemed  beneficially  owned
through  the  ownership  of the  unconverted  portion of the  Debentures  or the
unexercised  or  unconverted  portion  of any  other  security  of the  Borrower
(including,  without limitation, the warrants issued by the Borrower pursuant to
the  Purchase  Agreement)  subject to a  limitation  on  conversion  or exercise
analogous to the limitations  contained  herein) and (2) the number of shares of
Common Stock  issuable upon the conversion of the portion of this Debenture with
respect to which the  determination  of this proviso is being made, would result
in  beneficial  ownership by the Holder and its  affiliates of more than 4.9% of
the  outstanding  shares of Common  Stock.  For  purposes  of the proviso to the
immediately  preceding  sentence,  beneficial  ownership  shall be determined in
accordance  with  Section  13(d) of the  Securities  Exchange  Act of  1934,  as
amended,  and  Regulations  13D-G  thereunder,  except as otherwise  provided in
clause (1) of such  proviso.  The number of shares of Common  Stock to be issued
upon each  conversion  of this  Debenture  shall be  determined  by dividing the
Conversion Amount (as defined below) by the applicable  Conversion Price then in
effect on the date specified in the notice of  conversion,  in the form attached
hereto as Exhibit A (the "NOTICE OF  CONVERSION"),  delivered to the Borrower by
the Holder in  accordance  with Section 1.4 below;  provided  that the Notice of
Conversion  is  submitted  by  facsimile  (or by other  means  resulting  in, or
reasonably  expected to result in, notice) to the Borrower before 6:00 p.m., New
York, New York time on such conversion date (the  "CONVERSION  DATE").  The term
"CONVERSION AMOUNT" means, with respect to any conversion of this Debenture, the
sum of (1) the  principal  amount  of this  Debenture  to be  converted  in such
conversion  plus (2) accrued  and unpaid  interest,  if any,  on such  principal
amount at the interest rates  provided in this Debenture to the Conversion  Date
plus (3) Default Interest, if any, on the amounts referred to in the immediately
preceding  clauses (1) and/or (2) plus (4) at the Holder's  option,  any amounts
owed to the Holder  pursuant  to Sections  1.3 and 1.4(g)  hereof or pursuant to
Section  2(c)  of  that  certain  Registration  Rights  Agreement,  dated  as of
September  30, 2003,  executed in connection  with the initial  issuance of this
Debenture and the other Debentures  issued on the Issue Date (the  "REGISTRATION
RIGHTS AGREEMENT").

            1.2 CONVERSION PRICE.

            (a) CALCULATION OF CONVERSION  PRICE.  The Conversion Price shall be
the lesser of (i) the Variable Conversion Price (as defined herein) and (ii) the
Fixed Conversion Price (as defined herein) (subject,  in each case, to equitable
adjustments  for  stock  splits,  stock  dividends  or rights  offerings  by the
Borrower  relating  to  the  Borrower's  securities  or  the  securities  of any
subsidiary of the Borrower, combinations,  recapitalization,  reclassifications,
extraordinary distributions and similar events). The "VARIABLE CONVERSION PRICE"
shall mean the  Applicable  Percentage  (as defined  herein)  multiplied  by the
Market Price (as defined herein). "MARKET PRICE" means the average of the lowest
three (3) Trading  Prices (as  defined  below) for the Common  Stock  during the
twenty  (20)  Trading  Day period  ending one  Trading Day prior to the date the
Conversion  Notice is sent by the  Holder to the  Borrower  via  facsimile  (the
"CONVERSION DATE").  "TRADING PRICE" means, for any security as of any date, the
intraday trading price on the  Over-the-Counter  Bulletin Board (the "OTCBB") as
reported by a reliable  reporting  service mutually  acceptable to and hereafter
designated  by Holders of a  majority  in  interest  of the  Debentures  and the
Borrower or, if the OTCBB is not the principal trading market for such security,
the intraday trading price of such security on the principal securities exchange
or trading  market  where such  security  is listed or traded or, if no intraday
trading price of such security is available in any of the foregoing manners, the
average of the intraday  trading  prices of any market  makers for such security
that are listed in the "pink sheets" by the National  Quotation Bureau,  Inc. If
the Trading  Price cannot be  calculated  for such  security on such date in the
manner  provided  above,  the Trading  Price  shall be the fair market  value as
mutually determined by the Borrower and the holders of a majority in interest of
the Debentures being converted for which the calculation of the Trading Price is
required in order to determine the Conversion Price of such Debentures. "TRADING
DAY" shall  mean any day on which the  Common  Stock is traded for any period on
the OTCBB, or on the principal securities exchange or other securities market on
which the Common Stock is then being traded.  "APPLICABLE PERCENTAGE" shall mean
40.0%. The "FIXED CONVERSION PRICE" shall mean $.005.

      (b) CONVERSION PRICE DURING MAJOR ANNOUNCEMENTS.  Notwithstanding anything
contained in Section 1.2(a) to the contrary, in the event the Borrower (i) makes
a public  announcement  that it intends to  consolidate  or merge with any other
corporation  (other  than a merger in which the  Borrower  is the  surviving  or
continuing  corporation  and its capital stock is unchanged) or sell or transfer
all or substantially all of the assets of the Borrower or (ii) any person, group
or entity (including the Borrower) publicly announces a tender offer to purchase
50% or more of the Borrower's  Common Stock (or any other takeover  scheme) (the
date of the  announcement  referred  to in  clause  (i) or  (ii) is  hereinafter
referred  to as the  "ANNOUNCEMENT  DATE"),  then the  Conversion  Price  shall,
effective  upon  the  Announcement  Date and  continuing  through  the  Adjusted
Conversion Price  Termination Date (as defined below),  be equal to the lower of
(x) the  Conversion  Price which  would have been  applicable  for a  Conversion
occurring  on the  Announcement  Date and (y) the  Conversion  Price  that would
otherwise be in effect. From and after the Adjusted Conversion Price Termination
Date,  the  Conversion  Price shall be  determined  as set forth in this Section
1.2(a). For purposes hereof,  "ADJUSTED CONVERSION PRICE TERMINATION DATE" shall
mean,  with  respect to any  proposed  transaction  or tender offer (or takeover
scheme) for which a public  announcement  as contemplated by this Section 1.2(b)
has been  made,  the date upon  which the  Borrower  (in the case of clause  (i)
above)  or the  person,  group or  entity  (in the case of  clause  (ii)  above)
consummates or publicly announces the termination or abandonment of the proposed
transaction  or tender  offer (or  takeover  scheme)  which  caused this Section
1.2(b) to become operative.

            1.3  AUTHORIZED  SHARES.  Subject to the  Stockholder  Approval  (as
defined in Section 4(l) of the Purchase Agreement),  the Borrower covenants that
during the period the  conversion  right exists,  the Borrower will reserve from
its authorized  and unissued  Common Stock a sufficient  number of shares,  free
from  preemptive  rights,  to provide for the  issuance of Common Stock upon the
full  conversion of this Debenture and the other  Debentures  issued pursuant to
the Purchase Agreement. The Borrower is required at all times to have authorized
and reserved two times the number of shares that is actually  issuable upon full
conversion of the Debentures (based on the Conversion Price of the Debentures or
the Exercise  Price of the Warrants in effect from time to time) (the  "RESERVED
AMOUNT"). The Reserved Amount shall be increased from time to time in accordance
with  the  Borrower's  obligations  pursuant  to  Section  4(h) of the  Purchase
Agreement.  The Borrower represents that upon issuance, such shares will be duly
and validly issued, fully paid and non-assessable.  In addition, if the Borrower
shall issue any  securities  or make any change to its capital  structure  which
would  change  the number of shares of Common  Stock  into which the  Debentures
shall be convertible at the then current Conversion Price, the Borrower shall at
the  same  time  make  proper  provision  so that  thereafter  there  shall be a
sufficient  number of shares of Common Stock authorized and reserved,  free from
preemptive  rights, for conversion of the outstanding  Debentures.  The Borrower
(i) acknowledges that it has irrevocably  instructed its transfer agent to issue
certificates  for the Common Stock issuable upon  conversion of this  Debenture,
and (ii)  agrees that its  issuance  of this  Debenture  shall  constitute  full
authority  to its officers and agents who are charged with the duty of executing
stock certificates to execute and issue the necessary certificates for shares of
Common Stock in accordance with the terms and conditions of this Debenture.

            If,  at any time a Holder  of this  Debenture  submits  a Notice  of
Conversion,  and the Borrower does not have  sufficient  authorized but unissued
shares of Common Stock  available to effect such  conversion in accordance  with
the  provisions of this Article I (a "CONVERSION  DEFAULT"),  subject to Section
4.8,  the  Borrower  shall issue to the Holder all of the shares of Common Stock
which  are then  available  to  effect  such  conversion.  The  portion  of this
Debenture which the Holder  included in its Conversion  Notice and which exceeds
the amount which is then  convertible into available shares of Common Stock (the
"EXCESS  AMOUNT")  shall,  notwithstanding  anything to the  contrary  contained
herein, not be convertible into Common Stock in accordance with the terms hereof
until (and at the Holder's option at any time after) the date additional  shares
of Common Stock are  authorized  by the Borrower to permit such  conversion,  at
which time the  Conversion  Price in respect  thereof shall be the lesser of (i)
the Conversion Price on the Conversion  Default Date (as defined below) and (ii)
the Conversion Price on the Conversion Date thereafter  elected by the Holder in
respect  thereof.  In addition,  the Borrower  shall pay to the Holder  payments
("CONVERSION  DEFAULT  PAYMENTS") for a Conversion  Default in the amount of (x)
the sum of (1) the then outstanding  principal amount of this Debenture plus (2)
accrued and unpaid  interest on the unpaid  principal  amount of this  Debenture
through the Authorization Date (as defined below) plus (3) Default Interest,  if
any, on the amounts  referred  to in clauses (1) and/or (2),  multiplied  by (y)
..24,  multiplied  by (z) (N/365),  where N = the number of days from the day the
holder submits a Notice of Conversion  giving rise to a Conversion  Default (the
"CONVERSION  DEFAULT  DATE") to the date  (the  "AUTHORIZATION  DATE")  that the
Borrower  authorizes  a  sufficient  number of shares of Common  Stock to effect
conversion of the full  outstanding  principal  balance of this  Debenture.  The
Borrower  shall use its best efforts to authorize a sufficient  number of shares
of Common Stock as soon as  practicable  following  the earlier of (i) such time
that the Holder  notifies the Borrower or that the  Borrower  otherwise  becomes
aware that there are or likely  will be  insufficient  authorized  and  unissued
shares to allow full  conversion  thereof  and (ii) a  Conversion  Default.  The
Borrower  shall send  notice to the Holder of the  authorization  of  additional
shares  of Common  Stock,  the  Authorization  Date and the  amount of  Holder's
accrued Conversion Default Payments. The accrued Conversion Default Payments for
each calendar  month shall be paid in cash or shall be  convertible  into Common
Stock (at such time as there are sufficient  authorized  shares of Common Stock)
at the applicable Conversion Price, at the Borrower's option, as follows:

(a) In the event  Borrower  elects to make such  payment in cash,  cash  payment
shall be made to Holder by the fifth (5th) day of the month  following the month
in which it has accrued; and

            (b) In the event  Borrower  elects to make  such  payment  in Common
Stock,  the Holder may convert  such  payment  amount  into Common  Stock at the
Conversion  Price (as in effect at the time of conversion) at any time after the
fifth day of the month following the month in which it has accrued in accordance
with the terms of this Article I (so long as there is then a  sufficient  number
of authorized shares of Common Stock).

      The Borrower's election shall be made in writing to the Holder at any time
prior to 6:00  p.m.,  New  York,  New York  time,  on the third day of the month
following the month in which  Conversion  Default  payments have accrued.  If no
election is made,  the Borrower shall be deemed to have elected to receive cash.
Nothing  herein shall limit the Holder's  right to pursue actual damages (to the
extent in excess of the Conversion  Default Payments) for the Borrower's failure
to maintain a sufficient  number of authorized  shares of Common Stock, and each
holder shall have the right to pursue all remedies available at law or in equity
(including degree of specific performance and/or injunctive relief).

            1.4 METHOD OF CONVERSION.

      (A) MECHANICS OF CONVERSION. Subject to Section 1.1, this Debenture may be
converted  by the Holder in whole or in part at any time from time to time after
the Issue Date, by (A)  submitting  to the Borrower a Notice of  Conversion  (by
facsimile  or  other  reasonable  means  of  communication   dispatched  on  the
Conversion  Date prior to 6:00 p.m., New York, New York time) and (B) subject to
Section  1.4(b),  surrendering  this  Debenture at the  principal  office of the
Borrower.

      (B) SURRENDER OF DEBENTURE UPON  CONVERSION.  Notwithstanding  anything to
the contrary set forth herein,  upon  conversion of this Debenture in accordance
with the terms hereof, the Holder shall not be required to physically  surrender
this Debenture to the Borrower unless the entire unpaid principal amount of this
Debenture is so converted.  The Holder and the Borrower shall  maintain  records
showing the principal  amount so converted and the dates of such  conversions or
shall use such  other  method,  reasonably  satisfactory  to the  Holder and the
Borrower,  so as not to require  physical  surrender of this Debenture upon each
such conversion. In the event of any dispute or discrepancy, such records of the
Borrower  shall be  controlling  and  determinative  in the  absence of manifest
error.  Notwithstanding  the  foregoing,  if any  portion of this  Debenture  is
converted as aforesaid,  the Holder may not transfer this  Debenture  unless the
Holder first physically surrenders this Debenture to the Borrower, whereupon the
Borrower  will  forthwith  issue and deliver  upon the order of the Holder a new
Debenture of like tenor, registered as the Holder (upon payment by the Holder of
any applicable  transfer  taxes) may request,  representing in the aggregate the
remaining  unpaid  principal  amount  of  this  Debenture.  The  Holder  and any
assignee, by acceptance of this Debenture, acknowledge and agree that, by reason
of the provisions of this paragraph,  following  conversion of a portion of this
Debenture,  the  unpaid  and  unconverted  principal  amount  of this  Debenture
represented  by this  Debenture  may be less than the amount  stated on the face
hereof.

(C) PAYMENT OF TAXES.  The  Borrower  shall not be required to pay any tax which
may be payable in respect of any transfer  involved in the issue and delivery of
shares of Common Stock or other  securities  or property on  conversion  of this
Debenture in a name other than that of the Holder (or in street  name),  and the
Borrower  shall not be  required  to issue or deliver  any such  shares or other
securities  or property  unless and until the person or persons  (other than the
Holder or the  custodian in whose street name such shares are to be held for the
Holder's  account)  requesting  the  issuance  thereof  shall  have  paid to the
Borrower  the  amount  of  any  such  tax  or  shall  have  established  to  the
satisfaction of the Borrower that such tax has been paid.

(D) DELIVERY OF COMMON STOCK UPON CONVERSION.  Upon receipt by the Borrower from
the  Holder  of  a  facsimile   transmission   (or  other  reasonable  means  of
communication) of a Notice of Conversion meeting the requirements for conversion
as provided in this Section  1.4, the Borrower  shall issue and deliver or cause
to be issued and delivered to or upon the order of the Holder  certificates  for
the Common Stock  issuable  upon such  conversion  within two (2) business  days
after such receipt  (and,  solely in the case of conversion of the entire unpaid
principal amount hereof,  surrender of this Debenture) (such second business day
being  hereinafter  referred to as the  "DEADLINE") in accordance with the terms
hereof and the Purchase Agreement (including,  without limitation, in accordance
with  the   requirements  of  Section  2(g)  of  the  Purchase   Agreement  that
certificates for shares of Common Stock issued on or after the effective date of
the Registration  Statement upon conversion of this Debenture shall not bear any
restrictive legend).

(E) OBLIGATION OF BORROWER TO DELIVER COMMON STOCK. Upon receipt by the Borrower
of a Notice of Conversion, the Holder shall be deemed to be the holder of record
of the Common Stock issuable upon such  conversion,  the  outstanding  principal
amount and the amount of accrued and unpaid  interest on this Debenture shall be
reduced to reflect such  conversion,  and,  unless the Borrower  defaults on its
obligations under this Article I, all rights with respect to the portion of this
Debenture  being so  converted  shall  forthwith  terminate  except the right to
receive the Common Stock or other  securities,  cash or other assets,  as herein
provided,  on such  conversion.  If the  Holder  shall  have  given a Notice  of
Conversion as provided  herein,  the Borrower's  obligation to issue and deliver
the  certificates  for  Common  Stock  shall  be  absolute  and   unconditional,
irrespective of the absence of any action by the Holder to enforce the same, any
waiver or consent with  respect to any  provision  thereof,  the recovery of any
judgment  against any person or any action to enforce  the same,  any failure or
delay in the  enforcement of any other  obligation of the Borrower to the holder
of record, or any setoff, counterclaim,  recoupment,  limitation or termination,
or any breach or alleged breach by the Holder of any obligation to the Borrower,
and  irrespective  of any other  circumstance  which might  otherwise limit such
obligation of the Borrower to the Holder in connection with such conversion. The
Conversion  Date  specified in the Notice of Conversion  shall be the Conversion
Date so long as the Notice of Conversion is received by the Borrower before 6:00
p.m., New York, New York time, on such date.

(F)  DELIVERY OF COMMON  STOCK BY  ELECTRONIC  TRANSFER.  In lieu of  delivering
physical  certificates  representing  the Common Stock issuable upon conversion,
provided the Borrower's  transfer agent is participating in the Depository Trust
Company  ("DTC") Fast  Automated  Securities  Transfer  ("FAST")  program,  upon
request  of the Holder  and its  compliance  with the  provisions  contained  in
Section 1.1 and in this Section 1.4, the Borrower  shall use its best efforts to
cause its transfer  agent to  electronically  transmit the Common Stock issuable
upon  conversion to the Holder by crediting the account of Holder's Prime Broker
with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system.

(G)  FAILURE TO  DELIVER  COMMON  STOCK  PRIOR TO  DEADLINE.  Without in any way
limiting the Holder's right to pursue other remedies,  including  actual damages
and/or equitable relief,  the parties agree that if delivery of the Common Stock
issuable upon  conversion of this  Debenture is more than two (2) days after the
Deadline (other than a failure due to the circumstances described in Section 1.3
above,  which failure shall be governed by such Section) the Borrower  shall pay
to the Holder $2,000 per day in cash,  for each day beyond the Deadline that the
Borrower  fails to deliver such Common Stock.  Such cash amount shall be paid to
Holder by the fifth day of the month following the month in which it has accrued
or, at the option of the Holder (by written  notice to the Borrower by the first
day of the month following the month in which it has accrued), shall be added to
the principal  amount of this  Debenture,  in which event  interest shall accrue
thereon  in  accordance  with the terms of this  Debenture  and such  additional
principal  amount shall be convertible  into Common Stock in accordance with the
terms of this Debenture.

1.5 CONCERNING THE SHARES.  The shares of Common Stock issuable upon  conversion
of this Debenture may not be sold or transferred unless (i) such shares are sold
pursuant  to an  effective  registration  statement  under  the Act or (ii)  the
Borrower  or its  transfer  agent shall have been  furnished  with an opinion of
counsel  (which  opinion  shall be in form,  substance  and scope  customary for
opinions of counsel in comparable transactions) to the effect that the shares to
be sold or transferred may be sold or transferred  pursuant to an exemption from
such registration or (iii) such shares are sold or transferred  pursuant to Rule
144 under the Act (or a  successor  rule)  ("RULE  144") or (iv) such shares are
transferred  to an  "affiliate"  (as  defined in Rule 144) of the  Borrower  who
agrees to sell or  otherwise  transfer the shares only in  accordance  with this
Section  1.5 and who is an  Accredited  Investor  (as  defined  in the  Purchase
Agreement).  Except as otherwise provided in the Purchase Agreement (and subject
to the removal  provisions  set forth  below),  until such time as the shares of
Common Stock issuable upon  conversion of this  Debenture  have been  registered
under the Act as contemplated by the Registration  Rights Agreement or otherwise
may be sold  pursuant to Rule 144 without  any  restriction  as to the number of
securities  as of a  particular  date that can then be  immediately  sold,  each
certificate  for  shares  of  Common  Stock  issuable  upon  conversion  of this
Debenture that has not been so included in an effective  registration  statement
or that has not been sold pursuant to an effective  registration statement or an
exemption that permits removal of the legend,  shall bear a legend substantially
in the following form, as appropriate:

         "THE  SECURITIES   REPRESENTED  BY  THIS   CERTIFICATE  HAVE  NOT  BEEN
         REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES
         MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
         REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION
         OF COUNSEL IN FORM,  SUBSTANCE  AND SCOPE  CUSTOMARY  FOR  OPINIONS  OF
         COUNSEL IN COMPARABLE  TRANSACTIONS,  THAT REGISTRATION IS NOT REQUIRED
         UNDER SAID ACT UNLESS SOLD  PURSUANT TO RULE 144 OR  REGULATION S UNDER
         SAID ACT."

                  The legend set forth above  shall be removed and the  Borrower
shall issue to the Holder a new certificate therefor free of any transfer legend
if (i) the  Borrower or its  transfer  agent  shall have  received an opinion of
counsel,  in form,  substance  and scope  customary  for  opinions of counsel in
comparable  transactions,  to the effect  that a public sale or transfer of such
Common Stock may be made without  registration  under the Act and the shares are
so sold or  transferred,  (ii) such Holder provides the Borrower or its transfer
agent with reasonable  assurances that the Common Stock issuable upon conversion
of this  Debenture  (to the  extent  such  securities  are  deemed  to have been
acquired on the same date) can be sold pursuant to Rule 144 or (iii) in the case
of the Common Stock issuable upon conversion of this Debenture, such security is
registered  for sale by the Holder  under an  effective  registration  statement
filed under the Act or  otherwise  may be sold  pursuant to Rule 144 without any
restriction as to the number of securities as of a particular date that can then
be immediately  sold.  Nothing in this Debenture  shall (i) limit the Borrower's
obligation under the Registration Rights Agreement or (ii) affect in any way the
Holder's obligations to comply with applicable  prospectus delivery requirements
upon the resale of the securities referred to herein.

1.6      EFFECT OF CERTAIN EVENTS.

(A) EFFECT OF MERGER, CONSOLIDATION, ETC. At the option of the Holder, the sale,
conveyance  or  disposition  of all or  substantially  all of the  assets of the
Borrower, the effectuation by the Borrower of a transaction or series of related
transactions  in which  more than 50% of the  voting  power of the  Borrower  is
disposed of, or the consolidation,  merger or other business  combination of the
Borrower  with or into any other  Person (as defined  below) or Persons when the
Borrower  is not the  survivor  shall  either:  (i) be  deemed to be an Event of
Default (as defined in Article  III)  pursuant  to which the  Borrower  shall be
required to pay to the Holder  upon the  consummation  of and as a condition  to
such  transaction  an amount equal to the Default  Amount (as defined in Article
III) or (ii) be treated  pursuant to Section 1.6(b) hereof.  "PERSON" shall mean
any   individual,   corporation,   limited   liability   company,   partnership,
association, trust or other entity or organization.

(B)  ADJUSTMENT  DUE TO MERGER,  CONSOLIDATION,  ETC.  If, at any time when this
Debenture  is  issued  and  outstanding  and prior to  conversion  of all of the
Debentures,  there  shall be any  merger,  consolidation,  exchange  of  shares,
recapitalization,  reorganization,  or other similar event, as a result of which
shares of  Common  Stock of the  Borrower  shall be  changed  into the same or a
different number of shares of another class or classes of stock or securities of
the Borrower or another  entity,  or in case of any sale or conveyance of all or
substantially  all of the assets of the Borrower other than in connection with a
plan of complete liquidation of the Borrower,  then the Holder of this Debenture
shall  thereafter  have the right to receive upon  conversion of this Debenture,
upon the basis and upon the terms and conditions specified herein and in lieu of
the shares of Common Stock  immediately  theretofore  issuable upon  conversion,
such stock,  securities  or assets which the Holder would have been  entitled to
receive  in  such   transaction  had  this  Debenture  been  converted  in  full
immediately  prior to such  transaction  (without  regard to any  limitations on
conversion set forth herein), and in any such case appropriate  provisions shall
be made with respect to the rights and interests of the Holder of this Debenture
to the end that the provisions hereof (including, without limitation, provisions
for adjustment of the Conversion Price and of the number of shares issuable upon
conversion of the Debenture) shall thereafter be applicable, as nearly as may be
practicable in relation to any securities or assets thereafter  deliverable upon
the conversion hereof.  The Borrower shall not effect any transaction  described
in this Section  1.6(b)  unless (a) it first gives,  to the extent  practicable,
thirty (30) days prior  written  notice (but in any event at least  fifteen (15)
days  prior  written  notice)  of the  record  date of the  special  meeting  of
shareholders  to approve,  or if there is no such record date, the  consummation
of,  such   merger,   consolidation,   exchange  of  shares,   recapitalization,
reorganization  or other similar event or sale of assets  (during which time the
Holder  shall be  entitled  to convert  this  Debenture)  and (b) the  resulting
successor  or  acquiring  entity  (if  not  the  Borrower)  assumes  by  written
instrument the obligations of this Section 1.6(b).  The above  provisions  shall
similarly apply to successive consolidations, mergers, sales, transfers or share
exchanges.

(C)  ADJUSTMENT DUE TO  DISTRIBUTION.  If the Borrower shall declare or make any
distribution  of its  assets (or  rights to  acquire  its  assets) to holders of
Common  Stock as a dividend,  stock  repurchase,  by way of return of capital or
otherwise (including any dividend or distribution to the Borrower's shareholders
in cash or shares (or rights to acquire shares) of capital stock of a subsidiary
(i.e., a spin-off)) (a "DISTRIBUTION"),  then the Holder of this Debenture shall
be entitled,  upon any conversion of this Debenture after the date of record for
determining shareholders entitled to such Distribution, to receive the amount of
such  assets  which would have been  payable to the Holder  with  respect to the
shares of Common Stock  issuable upon such  conversion  had such Holder been the
holder of such shares of Common  Stock on the record date for the  determination
of shareholders entitled to such Distribution.

(D) ADJUSTMENT DUE TO DILUTIVE ISSUANCE. If, at any time when any Debentures are
issued and outstanding, the Borrower issues or sells, or in accordance with this
Section  1.6(d)  hereof is deemed to have  issued or sold,  any shares of Common
Stock for no consideration or for a consideration per share (before deduction of
reasonable  expenses or commissions or  underwriting  discounts or allowances in
connection therewith) less than the Fixed Conversion Price in effect on the date
of such  issuance  (or  deemed  issuance)  of such  shares  of  Common  Stock (a
"DILUTIVE  ISSUANCE"),  then immediately upon the Dilutive  Issuance,  the Fixed
Conversion  Price will be reduced to the amount of the  consideration  per share
received  by the  Borrower in such  Dilutive  Issuance;  provided  that only one
adjustment will be made for each Dilutive Issuance.

                           The  Borrower  shall be deemed to have issued or sold
shares of Common Stock if the
Borrower in any manner issues or grants any warrants, rights or options, whether
or not immediately exercisable,  to subscribe for or to purchase Common Stock or
other securities convertible into or exchangeable for Common Stock ("CONVERTIBLE
SECURITIES")  (such  warrants,  rights and options to purchase  Common  Stock or
Convertible  Securities are hereinafter  referred to as "OPTIONS") and the price
per share for which Common  Stock is issuable  upon the exercise of such Options
is less  than  the  Fixed  Conversion  Price  then in  effect,  then  the  Fixed
Conversion  Price  shall be equal to such price per share.  For  purposes of the
preceding sentence, the "price per share for which Common Stock is issuable upon
the exercise of such Options" is determined by dividing (i) the total amount, if
any, received or receivable by the Borrower as consideration for the issuance or
granting of all such Options,  plus the minimum  aggregate  amount of additional
consideration,  if any,  payable to the  Borrower  upon the exercise of all such
Options,  plus, in the case of Convertible Securities issuable upon the exercise
of such  Options,  the  minimum  aggregate  amount of  additional  consideration
payable upon the  conversion  or exchange  thereof at the time such  Convertible
Securities first become  convertible or exchangeable,  by (ii) the maximum total
number of shares of Common Stock  issuable upon the exercise of all such Options
(assuming full conversion of Convertible Securities, if applicable).  No further
adjustment to the Conversion Price will be made upon the actual issuance of such
Common  Stock  upon the  exercise  of such  Options  or upon the  conversion  or
exchange of Convertible Securities issuable upon exercise of such Options.

                           Additionally,  the  Borrower  shall be deemed to have
issued or sold shares of Common
Stock if the Borrower in any manner issues or sells any Convertible  Securities,
whether or not immediately  convertible  (other than where the same are issuable
upon the exercise of Options), and the price per share for which Common Stock is
issuable  upon such  conversion  or exchange  is less than the Fixed  Conversion
Price then in effect,  then the Fixed  Conversion  Price  shall be equal to such
price per share.  For the  purposes of the  preceding  sentence,  the "price per
share for which Common Stock is issuable  upon such  conversion  or exchange" is
determined by dividing (i) the total amount,  if any,  received or receivable by
the Borrower as  consideration  for the issuance or sale of all such Convertible
Securities,  plus the minimum aggregate amount of additional  consideration,  if
any, payable to the Borrower upon the conversion or exchange thereof at the time
such Convertible  Securities first become  convertible or exchangeable,  by (ii)
the maximum total number of shares of Common Stock  issuable upon the conversion
or exchange of all such  Convertible  Securities.  No further  adjustment to the
Fixed  Conversion  Price will be made upon the actual  issuance  of such  Common
Stock upon conversion or exchange of such Convertible Securities.

(E)  PURCHASE  RIGHTS.  If,  at any time  when any  Debentures  are  issued  and
outstanding,  the  Borrower  issues  any  convertible  securities  or  rights to
purchase stock,  warrants,  securities or other property (the "PURCHASE RIGHTS")
pro rata to the record holders of any class of Common Stock,  then the Holder of
this  Debenture will be entitled to acquire,  upon the terms  applicable to such
Purchase  Rights,  the  aggregate  Purchase  Rights which such Holder could have
acquired if such Holder had held the number of shares of Common Stock acquirable
upon complete conversion of this Debenture (without regard to any limitations on
conversion  contained herein)  immediately  before the date on which a record is
taken for the grant,  issuance  or sale of such  Purchase  Rights or, if no such
record is taken,  the date as of which the record holders of Common Stock are to
be determined for the grant, issue or sale of such Purchase Rights.

(F)  NOTICE  OF   ADJUSTMENTS.   Upon  the  occurrence  of  each  adjustment  or
readjustment of the Conversion Price as a result of the events described in this
Section  1.6,  the  Borrower,  at  its  expense,  shall  promptly  compute  such
adjustment  or  readjustment  and  prepare  and  furnish  to  the  Holder  of  a
certificate  setting forth such adjustment or readjustment and showing in detail
the facts upon which such  adjustment  or  readjustment  is based.  The Borrower
shall,  upon the  written  request  at any time of the  Holder,  furnish to such
Holder a like  certificate  setting forth (i) such  adjustment or  readjustment,
(ii) the  Conversion  Price at the time in effect and (iii) the number of shares
of Common Stock and the amount, if any, of other securities or property which at
the time would be received upon conversion of the Debenture.

1.7 TRADING MARKET  LIMITATIONS.  Unless  permitted by the applicable  rules and
regulations of the principal securities market on which the Common Stock is then
listed or traded,  in no event shall the Borrower  issue upon  conversion  of or
otherwise pursuant to this Debenture and the other Debentures issued pursuant to
the Purchase  Agreement  more than the maximum  number of shares of Common Stock
that the Borrower can issue pursuant to any rule of the principal  United States
securities  market on which the Common Stock is then traded (the "MAXIMUM  SHARE
AMOUNT"),  which shall be 19.99% of the total shares  outstanding on the Closing
Date (as defined in the Purchase  Agreement),  subject to  equitable  adjustment
from time to time for  stock  splits,  stock  dividends,  combinations,  capital
reorganizations  and similar events relating to the Common Stock occurring after
the date  hereof.  Once the  Maximum  Share  Amount has been issued (the date of
which is  hereinafter  referred to as the  "MAXIMUM  CONVERSION  DATE"),  if the
Borrower fails to eliminate any  prohibitions  under applicable law or the rules
or  regulations of any stock  exchange,  interdealer  quotation  system or other
self-regulatory  organization  with jurisdiction over the Borrower or any of its
securities on the  Borrower's  ability to issue shares of Common Stock in excess
of the Maximum Share Amount (a "TRADING MARKET  PREPAYMENT  EVENT"),  in lieu of
any further right to convert this  Debenture,  and in full  satisfaction  of the
Borrower's  obligations  under this  Debenture,  the  Borrower  shall pay to the
Holder,  within fifteen (15) business days of the Maximum  Conversion  Date (the
"TRADING MARKET PREPAYMENT  Date"), an amount equal to 130% times the sum of (a)
the then outstanding  principal amount of this Debenture  immediately  following
the Maximum  Conversion Date, plus (b) accrued and unpaid interest on the unpaid
principal  amount of this Debenture to the Trading Market  Prepayment Date, plus
(c) Default  Interest,  if any, on the amounts  referred to in clause (a) and/or
(b)  above,  plus (d) any  optional  amounts  that may be added  thereto  at the
Maximum  Conversion  Date by the Holder in accordance with the terms hereof (the
then outstanding  principal amount of this Debenture  immediately  following the
Maximum  Conversion  Date, plus the amounts  referred to in clauses (b), (c) and
(d) above  shall  collectively  be  referred  to as the  "REMAINING  CONVERTIBLE
AMOUNT").  With respect to each Holder of  Debentures,  the Maximum Share Amount
shall refer to such  Holder's pro rata share  thereof  determined  in accordance
with Section 4.8 below. In the event that the sum of (x) the aggregate number of
shares of Common Stock issued upon  conversion  of this  Debenture and the other
Debentures  issued  pursuant to the Purchase  Agreement  plus (y) the  aggregate
number of shares of Common Stock that remain  issuable  upon  conversion of this
Debenture and the other  Debentures  issued pursuant to the Purchase  Agreement,
represents at least one hundred  percent (100%) of the Maximum Share Amount (the
"TRIGGERING  EVENT"),  the Borrower will use its best efforts to seek and obtain
Shareholder  Approval  (or obtain  such other  relief as will allow  conversions
hereunder  in  excess  of the  Maximum  Share  Amount)  as soon  as  practicable
following the Triggering  Event and before the Maximum  Conversion Date. As used
herein,  "SHAREHOLDER  APPROVAL"  means  approval  by  the  shareholders  of the
Borrower to authorize  the issuance of the full number of shares of Common Stock
which would be issuable upon full conversion of the then outstanding  Debentures
but for the Maximum Share Amount.

1.8  STATUS AS  SHAREHOLDER.  Upon  submission  of a Notice of  Conversion  by a
Holder,  (i) the shares covered  thereby  (other than the shares,  if any, which
cannot be issued  because their  issuance  would exceed such Holder's  allocated
portion  of the  Reserved  Amount  or  Maximum  Share  Amount)  shall be  deemed
converted  into shares of Common Stock and (ii) the Holder's  rights as a Holder
of such converted portion of this Debenture shall cease and terminate, excepting
only the right to receive  certificates  for such shares of Common  Stock and to
any remedies provided herein or otherwise  available at law or in equity to such
Holder  because of a failure by the  Borrower  to comply  with the terms of this
Debenture.   Notwithstanding  the  foregoing,  if  a  Holder  has  not  received
certificates  for all shares of Common Stock prior to the tenth (10th)  business
day after the  expiration  of the Deadline  with respect to a conversion  of any
portion of this  Debenture  for any reason,  then  (unless the Holder  otherwise
elects to retain  its  status as a holder of Common  Stock by so  notifying  the
Borrower) the Holder shall regain the rights of a Holder of this  Debenture with
respect to such  unconverted  portions of this Debenture and the Borrower shall,
as soon as practicable,  return such unconverted  Debenture to the Holder or, if
the Debenture has not been surrendered,  adjust its records to reflect that such
portion of this Debenture has not been converted. In all cases, the Holder shall
retain all of its rights and remedies  (including,  without limitation,  (i) the
right to receive  Conversion  Default  Payments  pursuant  to Section 1.3 to the
extent  required  thereby  for  such  Conversion   Default  and  any  subsequent
Conversion  Default and (ii) the right to have the Conversion Price with respect
to subsequent  conversions  determined  in accordance  with Section 1.3) for the
Borrower's failure to convert this Debenture.

ARTICLE II.                                               CERTAIN COVENANTS

2.1  DISTRIBUTIONS  ON CAPITAL  STOCK.  So long as the  Borrower  shall have any
obligation  under this  Debenture,  the Borrower  shall not without the Holder's
written consent (a) pay, declare or set apart for such payment,  any dividend or
other distribution  (whether in cash, property or other securities) on shares of
capital stock other than  dividends on shares of Common Stock solely in the form
of  additional  shares of Common Stock or (b) directly or  indirectly or through
any subsidiary  make any other payment or distribution in respect of its capital
stock except for distributions  pursuant to any shareholders'  rights plan which
is approved by a majority of the Borrower's disinterested directors.

2.2  RESTRICTION  ON STOCK  REPURCHASES.  So long as the Borrower shall have any
obligation  under this  Debenture,  the Borrower  shall not without the Holder's
written consent redeem,  repurchase or otherwise acquire (whether for cash or in
exchange for property or other  securities or otherwise) in any one  transaction
or series of related transactions any shares of capital stock of the Borrower or
any warrants, rights or options to purchase or acquire any such shares.

2.3  BORROWINGS.  So long as the Borrower shall have any  obligation  under this
Debenture, the Borrower shall not, without the Holder's written consent, create,
incur,  assume or suffer to exist any liability for borrowed  money,  except (a)
borrowings  in  existence  or  committed  on the date  hereof  and of which  the
Borrower  has  informed  Holder  in  writing  prior  to  the  date  hereof,  (b)
indebtedness  to trade  creditors  or  financial  institutions  incurred  in the
ordinary  course of business or (c)  borrowings,  the proceeds of which shall be
used to repay this Debenture.

2.4 SALE OF ASSETS. So long as the Borrower shall have any obligation under this
Debenture,  the Borrower shall not, without the Holder's written consent,  sell,
lease or otherwise dispose of any significant  portion of its assets outside the
ordinary course of business. Any consent to the disposition of any assets may be
conditioned on a specified use of the proceeds of disposition.

2.5 ADVANCES AND LOANS. So long as the Borrower shall have any obligation  under
this Debenture,  the Borrower shall not,  without the Holder's  written consent,
lend money,  give credit or make advances to any person,  firm, joint venture or
corporation,  including,  without limitation,  officers,  directors,  employees,
subsidiaries and affiliates of the Borrower,  except loans,  credits or advances
(a) in  existence  or  committed  on the date hereof and which the  Borrower has
informed  Holder in writing  prior to the date hereof,  (b) made in the ordinary
course of business or (c) not in excess of $50,000.

2.6  CONTINGENT  LIABILITIES.  So long as the Borrower shall have any obligation
under this  Debenture,  the Borrower  shall not,  without the  Holder's  written
consent, assume, guarantee, endorse, contingently agree to purchase or otherwise
become  liable upon the  obligation  of any  person,  firm,  partnership,  joint
venture or corporation,  except by the endorsement of negotiable instruments for
deposit or  collection  and except  assumptions,  guarantees,  endorsements  and
contingencies  (a) in  existence  or  committed on the date hereof and which the
Borrower  has  informed  Holder in  writing  prior to the date  hereof,  and (b)
similar transactions in the ordinary course of business.

ARTICLE III.                                              EVENTS OF DEFAULT

                  If any of the following  events of default (each, an "EVENT OF
DEFAULT") shall occur:

3.1  FAILURE  TO PAY  PRINCIPAL  OR  INTEREST.  The  Borrower  fails  to pay the
principal  hereof or interest  thereon  when due on this  Debenture,  whether at
maturity,  upon a Trading Market  Prepayment Event pursuant to Section 1.7, upon
acceleration or otherwise.

3.2  CONVERSION  AND THE SHARES.  The  Borrower  fails to issue shares of Common
Stock to the  Holder  (or  announces  or  threatens  that it will not  honor its
obligation to do so) upon exercise by the Holder of the conversion rights of the
Holder in accordance  with the terms of this Debenture (for a period of at least
sixty (60)  days,  if such  failure  is solely as a result of the  circumstances
governed by Section 1.3 and the  Borrower is using its best efforts to authorize
a sufficient number of shares of Common Stock as soon as practicable),  fails to
transfer  or  cause  its  transfer  agent  to  transfer  (electronically  or  in
certificated  form) any  certificate  for shares of Common  Stock  issued to the
Holder upon  conversion of or otherwise  pursuant to this  Debenture as and when
required by this Debenture or the  Registration  Rights  Agreement,  or fails to
remove any restrictive legend (or to withdraw any stop transfer  instructions in
respect thereof) on any certificate for any shares of Common Stock issued to the
Holder upon  conversion of or otherwise  pursuant to this  Debenture as and when
required by this Debenture or the  Registration  Rights  Agreement (or makes any
announcement,  statement  or  threat  that it  does  not  intend  to  honor  the
obligations  described in this  paragraph)  and any such failure shall  continue
uncured (or any  announcement,  statement or threat not to honor its obligations
shall not be rescinded  in writing)  for ten (10) days after the Borrower  shall
have been notified thereof in writing by the Holder.

3.3 FAILURE TO TIMELY FILE  REGISTRATION  OR EFFECT  REGISTRATION.  The Borrower
fails to file the  Registration  Statement within thirty (30) days following the
Filing  Date  (as  defined  in the  Registration  Rights  Agreement)  or  obtain
effectiveness  with the Securities and Exchange  Commission of the  Registration
Statement within one hundred twenty (120) days following the Filing Date or such
Registration  Statement  lapses in effect  (or sales  cannot  otherwise  be made
thereunder  effective,  whether by reason of the Borrower's  failure to amend or
supplement the prospectus  included  therein in accordance with the Registration
Rights  Agreement or otherwise)  for more than twenty (20)  consecutive  days or
forty (40) days in any twelve  month  period  after the  Registration  Statement
becomes effective;

3.4 BREACH OF COVENANTS.  The Borrower  breaches any material  covenant or other
material  term  or  condition  contained  in  Sections  1.3,  1.6 or 1.7 of this
Debenture,  or Sections 4(c),  4(e),  4(h),  4(i),  4(j), 4(l), 4(m) or 5 of the
Purchase Agreement and such breach continues for a period of ten (10) days after
written notice thereof to the Borrower from the Holder;

3.5 BREACH OF REPRESENTATIONS AND WARRANTIES.  Any representation or warranty of
the Borrower made herein or in any agreement,  statement or certificate given in
writing  pursuant  hereto  or  in  connection   herewith   (including,   without
limitation, the Purchase Agreement and the Registration Rights Agreement), shall
be false or misleading in any material respect when made and the breach of which
has (or with the  passage of time will have) a  material  adverse  effect on the
rights of the Holder with respect to this Debenture,  the Purchase  Agreement or
the Registration Rights Agreement;

3.6 RECEIVER OR TRUSTEE.  The Borrower or any  subsidiary of the Borrower  shall
make an assignment for the benefit of creditors,  or apply for or consent to the
appointment  of a receiver  or trustee for it or for a  substantial  part of its
property  or  business,  or  such a  receiver  or  trustee  shall  otherwise  be
appointed;

3.7 JUDGMENTS.  Any money judgment,  writ or similar process shall be entered or
filed  against the  Borrower  or any  subsidiary  of the  Borrower or any of its
property or other  assets for more than  $50,000,  and shall  remain  unvacated,
unbonded or unstayed for a period of twenty (20) days unless otherwise consented
to by the Holder, which consent will not be unreasonably withheld;

3.8   BANKRUPTCY.   Bankruptcy,   insolvency,   reorganization   or  liquidation
proceedings or other  proceedings for relief under any bankruptcy law or any law
for the relief of debtors  shall be instituted by or against the Borrower or any
subsidiary of the Borrower;

3.9 DELISTING OF COMMON STOCK.  The Borrower  shall fail to maintain the listing
of the Common  Stock on at least one of the OTCBB or an  equivalent  replacement
exchange,  the Nasdaq National Market,  the Nasdaq SmallCap Market, the New York
Stock Exchange, or the American Stock Exchange; or

3.10     DEFAULT  UNDER OTHER  DEBENTURES.  An Event of Default has  occurred
         and is  continuing  under any of the
         --------------------------------
other Debentures issued pursuant to the Purchase Agreement,

then,  upon the occurrence and during the  continuation  of any Event of Default
specified in Section 3.1,  3.2,  3.3, 3.4, 3.5, 3.7, 3.9, or 3.10, at the option
of  the  Holders  of a  majority  of  the  aggregate  principal  amount  of  the
outstanding  Debentures  issued pursuant to the Purchase  Agreement  exercisable
through the  delivery of written  notice to the  Borrower by such  Holders  (the
"DEFAULT  NOTICE"),  and upon the occurrence of an Event of Default specified in
Section 3.6 or 3.8, the Debentures shall become  immediately due and payable and
the Borrower shall pay to the Holder,  in full  satisfaction  of its obligations
hereunder,  an amount  equal to the greater of (i) 130% times the sum of (w) the
then outstanding  principal amount of this Debenture plus (x) accrued and unpaid
interest on the unpaid principal amount of this Debenture to the date of payment
(the  "MANDATORY  PREPAYMENT  DATE") plus (y) Default  Interest,  if any, on the
amounts  referred to in clauses (w) and/or (x) plus (z) any amounts  owed to the
Holder pursuant to Sections 1.3 and 1.4(g) hereof or pursuant to Section 2(c) of
the Registration Rights Agreement (the then outstanding principal amount of this
Debenture  to the date of payment  plus the amounts  referred to in clauses (x),
(y) and (z)  shall  collectively  be  known  as the  "DEFAULT  SUM") or (ii) the
"parity  value" of the Default Sum to be prepaid,  where  parity value means (a)
the highest  number of shares of Common Stock  issuable  upon  conversion  of or
otherwise  pursuant to such Default Sum in  accordance  with Article I, treating
the Trading Day  immediately  preceding  the  Mandatory  Prepayment  Date as the
"Conversion Date" for purposes of determining the lowest  applicable  Conversion
Price,  unless the Default  Event arises as a result of a breach in respect of a
specific  Conversion  Date in  which  case  such  Conversion  Date  shall be the
Conversion  Date),  multiplied  by (b) the highest  Closing Price for the Common
Stock during the period  beginning on the date of first  occurrence of the Event
of  Default  and  ending  one day prior to the  Mandatory  Prepayment  Date (the
"DEFAULT  Amount") and all other amounts  payable  hereunder  shall  immediately
become due and payable, all without demand,  presentment or notice, all of which
hereby  are  expressly  waived,  together  with all  costs,  including,  without
limitation,  legal fees and  expenses,  of  collection,  and the Holder shall be
entitled  to  exercise  all other  rights and  remedies  available  at law or in
equity. If the Borrower fails to pay the Default Amount within five (5) business
days of written  notice  that such  amount is due and  payable,  then the Holder
shall  have the right at any time,  so long as the  Borrower  remains in default
(and so long and to the extent that there are sufficient  authorized shares), to
require the Borrower,  upon written notice, to immediately issue, in lieu of the
Default  Amount,  the number of shares of Common Stock of the Borrower  equal to
the Default Amount divided by the Conversion Price then in effect.

ARTICLE IV.                                                 MISCELLANEOUS

4.1 FAILURE OR  INDULGENCE  NOT  WAIVER.  No failure or delay on the part of the
Holder in the exercise of any power, right or privilege  hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any such power,
right or privilege  preclude other or further  exercise  thereof or of any other
right,  power or  privileges.  All rights and remedies  existing  hereunder  are
cumulative to, and not exclusive of, any rights or remedies otherwise available.

4.2  NOTICES.  Any notice  herein  required or permitted to be given shall be in
writing and may be  personally  served or delivered by courier or sent by United
States  mail and shall be deemed to have been given upon  receipt if  personally
served (which shall include  telephone line facsimile  transmission)  or sent by
courier or three (3) days after  being  deposited  in the  United  States  mail,
certified,  with postage pre-paid and properly  addressed,  if sent by mail. For
the purposes hereof,  the address of the Holder shall be as shown on the records
of the Borrower;  and the address of the Borrower shall be 446 Lincoln  Highway,
Fairless Hills, PA 19030,  facsimile number:  267-580-1090.  Both the Holder and
the Borrower may change the address for service by service of written  notice to
the other as herein provided.

4.3 AMENDMENTS.  This Debenture and any provision  hereof may only be amended by
an  instrument  in  writing  signed by the  Borrower  and the  Holder.  The term
"Debenture" and all reference thereto, as used throughout this instrument, shall
mean this instrument (and the other  Debentures  issued pursuant to the Purchase
Agreement) as originally executed, or if later amended or supplemented,  then as
so amended or supplemented.

4.4  ASSIGNABILITY.  This  Debenture  shall be binding upon the Borrower and its
successors and assigns,  and shall inure to be the benefit of the Holder and its
successors and assigns. Each transferee of this Debenture must be an "accredited
investor" (as defined in Rule 501(a) of the 1933 Act).  Notwithstanding anything
in this  Debenture to the contrary,  this Debenture may be pledged as collateral
in connection with a bona fide margin account or other lending arrangement.

4.5 COST OF COLLECTION. If default is made in the payment of this Debenture, the
Borrower shall pay the Holder hereof costs of collection,  including  reasonable
attorneys' fees.

4.6 GOVERNING LAW. THIS DEBENTURE  SHALL BE ENFORCED,  GOVERNED BY AND CONSTRUED
IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK  APPLICABLE TO AGREEMENTS
MADE AND TO BE  PERFORMED  ENTIRELY  WITHIN  SUCH STATE,  WITHOUT  REGARD TO THE
PRINCIPLES  OF CONFLICT OF LAWS.  THE BORROWER  HEREBY  SUBMITS TO THE EXCLUSIVE
JURISDICTION  OF THE UNITED STATES  FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK
WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS DEBENTURE, THE AGREEMENTS ENTERED
INTO IN CONNECTION HEREWITH OR THE TRANSACTIONS  CONTEMPLATED HEREBY OR THEREBY.
BOTH  PARTIES  IRREVOCABLY  WAIVE THE  DEFENSE OF AN  INCONVENIENT  FORUM TO THE
MAINTENANCE OF SUCH SUIT OR PROCEEDING.  BOTH PARTIES FURTHER AGREE THAT SERVICE
OF  PROCESS  UPON A PARTY  MAILED BY FIRST  CLASS  MAIL SHALL BE DEEMED IN EVERY
RESPECT  EFFECTIVE  SERVICE  OF  PROCESS  UPON THE  PARTY  IN ANY  SUCH  SUIT OR
PROCEEDING. NOTHING HEREIN SHALL AFFECT EITHER PARTY'S RIGHT TO SERVE PROCESS IN
ANY  OTHER  MANNER   PERMITTED  BY  LAW.   BOTH  PARTIES   AGREE  THAT  A  FINAL
NON-APPEALABLE  JUDGMENT IN ANY SUCH SUIT OR PROCEEDING  SHALL BE CONCLUSIVE AND
MAY BE ENFORCED IN OTHER  JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER
LAWFUL  MANNER.  THE PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE  ARISING  UNDER
THIS  DEBENTURE  SHALL  BE  RESPONSIBLE  FOR ALL FEES  AND  EXPENSES,  INCLUDING
ATTORNEYS'  FEES,  INCURRED  BY THE  PREVAILING  PARTY IN  CONNECTION  WITH SUCH
DISPUTE.

4.7  CERTAIN  AMOUNTS.  Whenever  pursuant  to this  Debenture  the  Borrower is
required to pay an amount in excess of the outstanding  principal amount (or the
portion  thereof  required  to be paid at that  time)  plus  accrued  and unpaid
interest  plus Default  Interest on such  interest,  the Borrower and the Holder
agree that the actual  damages to the Holder from the receipt of cash payment on
this Debenture may be difficult to determine and the amount to be so paid by the
Borrower  represents  stipulated  damages  and not a penalty  and is intended to
compensate  the  Holder  in part for loss of the  opportunity  to  convert  this
Debenture and to earn a return from the sale of shares of Common Stock  acquired
upon  conversion  of this  Debenture  at a price in excess of the price paid for
such shares pursuant to this Debenture. The Borrower and the Holder hereby agree
that such amount of stipulated  damages is not plainly  disproportionate  to the
possible  loss to the Holder  from the  receipt of a cash  payment  without  the
opportunity to convert this Debenture into shares of Common Stock.

4.8 ALLOCATIONS OF MAXIMUM SHARE AMOUNT AND RESERVED  AMOUNT.  The Maximum Share
Amount and  Reserved  Amount  shall be  allocated  pro rata among the Holders of
Debentures  based on the  principal  amount  of such  Debentures  issued to each
Holder.  Each increase to the Maximum Share Amount and Reserved  Amount shall be
allocated pro rata among the Holders of Debentures based on the principal amount
of such  Debentures  held by each  Holder  at the  time of the  increase  in the
Maximum  Share  Amount or Reserved  Amount.  In the event a Holder shall sell or
otherwise  transfer any of such Holder's  Debentures,  each transferee  shall be
allocated  a pro rata  portion of such  transferor's  Maximum  Share  Amount and
Reserved  Amount.  Any portion of the Maximum  Share  Amount or Reserved  Amount
which  remains  allocated  to any  person  or  entity  which  does  not hold any
Debentures shall be allocated to the remaining  Holders of Debentures,  pro rata
based on the principal amount of such Debentures then held by such Holders.

4.9  DAMAGES  SHARES.  The shares of Common  Stock that may be  issuable  to the
Holder  pursuant to Sections 1.3 and 1.4(g)  hereof and pursuant to Section 2(c)
of the  Registration  Rights  Agreement  ("DAMAGES  SHARES") shall be treated as
Common Stock issuable upon  conversion of this Debenture for all purposes hereof
and shall be subject to all of the limitations and afforded all of the rights of
the  other  shares  of  Common  Stock  issuable  hereunder,   including  without
limitation,  the  right  to be  included  in the  Registration  Statement  filed
pursuant to the  Registration  Rights  Agreement.  For  purposes of  calculating
interest payable on the outstanding principal amount hereof, except as otherwise
provided herein,  amounts  convertible  into Damages Shares ("DAMAGES  AMOUNTS")
shall not bear  interest but must be converted  prior to the  conversion  of any
outstanding  principal amount hereof,  until the outstanding  Damages Amounts is
zero.

4.10  DENOMINATIONS.  At the  request  of the  Holder,  upon  surrender  of this
Debenture,  the Borrower  shall  promptly  issue new Debentures in the aggregate
outstanding  principal amount hereof, in the form hereof, in such  denominations
of at least $50,000 as the Holder shall request.

4.11     PURCHASE  AGREEMENT.  By its  acceptance  of  this  Debenture,  each
         Holder  agrees  to be  bound  by the
         -------------------
applicable terms of the Purchase Agreement.

4.12 NOTICE OF CORPORATE EVENTS.  Except as otherwise provided below, the Holder
of this  Debenture  shall have no rights as a Holder of Common  Stock unless and
only to the extent that it  converts  this  Debenture  into  Common  Stock.  The
Borrower shall provide the Holder with prior  notification of any meeting of the
Borrower's  shareholders  (and copies of proxy  materials and other  information
sent to shareholders). In the event of any taking by the Borrower of a record of
its shareholders for the purpose of determining shareholders who are entitled to
receive  payment of any dividend or other  distribution,  any right to subscribe
for, purchase or otherwise acquire  (including by way of merger,  consolidation,
reclassification  or  recapitalization)  any  share of any  class  or any  other
securities  or property,  or to receive any other  right,  or for the purpose of
determining  shareholders  who  are  entitled  to vote in  connection  with  any
proposed sale, lease or conveyance of all or substantially  all of the assets of
the  Borrower  or any  proposed  liquidation,  dissolution  or winding up of the
Borrower,  the Borrower shall mail a notice to the Holder,  at least twenty (20)
days prior to the record  date  specified  therein (or thirty (30) days prior to
the consummation of the transaction or event, whichever is earlier), of the date
on which  any such  record  is to be taken  for the  purpose  of such  dividend,
distribution,  right or other event, and a brief statement  regarding the amount
and character of such dividend, distribution, right or other event to the extent
known at such time. The Borrower shall make a public  announcement  of any event
requiring notification to the Holder hereunder substantially simultaneously with
the  notification  to the Holder in  accordance  with the terms of this  Section
4.12.

4.13 REMEDIES.  The Borrower acknowledges that a breach by it of its obligations
hereunder will cause irreparable harm to the Holder, by vitiating the intent and
purpose  of the  transaction  contemplated  hereby.  Accordingly,  the  Borrower
acknowledges  that the remedy at law for a breach of its obligations  under this
Debenture will be inadequate and agrees,  in the event of a breach or threatened
breach by the  Borrower of the  provisions  of this  Debenture,  that the Holder
shall be  entitled,  in  addition to all other  available  remedies at law or in
equity, and in addition to the penalties  assessable herein, to an injunction or
injunctions  restraining,  preventing or curing any breach of this Debenture and
to enforce specifically the terms and provisions thereof,  without the necessity
of showing economic loss and without any bond or other security being required.

ARTICLE V.                                               OPTIONAL PREPAYMENT

5.1 OPTIONAL PREPAYMENT.  Notwithstanding  anything to the contrary contained in
this Article V, for not more than thirty (30) days from the date hereof, so long
as (i) no Event of  Default  or  Trading  Market  Prepayment  Event  shall  have
occurred  and be  continuing,  (ii) the  Borrower  has a  sufficient  number  of
authorized  shares of Common Stock reserved for issuance upon full conversion of
the  Debentures,  then at any time  after the Issue  Date,  and (iii) the common
stock is  trading  below  $1.00 per share the  Borrower  shall  have the  right,
exercisable  on not less than ten (10) Trading Days prior written  notice to the
Holders of the  Debentures  (which  notice may not be sent to the Holders of the
Debentures until the Borrower is permitted to prepay the Debentures  pursuant to
this Section  5.1),  to prepay all of the  outstanding  Debentures in accordance
with  this  Section  5.1.  Any  notice of  prepayment  hereunder  (an  "OPTIONAL
PREPAYMENT")  shall be  delivered  to the  Holders  of the  Debentures  at their
registered  addresses  appearing  on the books and records of the  Borrower  and
shall state (1) that the Borrower is  exercising  its right to prepay all of the
Debentures  issued  on the  Issue  Date  and (2) the  date  of  prepayment  (the
"OPTIONAL PREPAYMENT  NOTICE").  On the date fixed for prepayment (the "OPTIONAL
PREPAYMENT  DATE"),  the Borrower shall make payment of the Optional  Prepayment
Amount (as defined  below) to or upon the order of the Holders as  specified  by
the Holders in writing to the  Borrower at least one (1)  business  day prior to
the Optional  Prepayment Date. If the Borrower exercises its right to prepay the
Debentures,  the Borrower shall make payment to the holders of an amount in cash
(the "OPTIONAL  PREPAYMENT  AMOUNT") equal to 130%  multiplied by the sum of (w)
the then  outstanding  principal  amount of this  Debenture plus (x) accrued and
unpaid interest on the unpaid principal amount of this Debenture to the Optional
Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in
clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections
1.3 and 1.4(g)  hereof or pursuant to Section  2(c) of the  Registration  Rights
Agreement (the then  outstanding  principal amount of this Debenture to the date
of  payment  plus the  amounts  referred  to in clauses  (x),  (y) and (z) shall
collectively be known as the "OPTIONAL PREPAYMENT SUM").  Notwithstanding notice
of an Optional Prepayment,  the Holders shall at all times prior to the Optional
Prepayment  Date  maintain  the  right  to  convert  all or any  portion  of the
Debentures  in  accordance  with  Article I and any  portion  of  Debentures  so
converted  after  receipt  of an  Optional  Prepayment  Notice  and prior to the
Optional  Prepayment  Date set forth in such notice and payment of the aggregate
Optional  Prepayment  Amount  shall be  deducted  from the  principal  amount of
Debentures which are otherwise subject to prepayment pursuant to such notice. If
the  Borrower  delivers  an  Optional  Prepayment  Notice  and  fails to pay the
Optional  Prepayment  Amount due to the Holders of the Debentures within two (2)
business days following the Optional Prepayment Date, the Borrower shall forever
forfeit its right to redeem the Debentures pursuant to this Section 5.1.





<PAGE>



                  IN WITNESS  WHEREOF,  Borrower has caused this Debenture to be
signed in its name by its duly  authorized  officer  this 26th day of  November,
2003.


                                              DIGITAL DESCRIPTOR SYSTEMS, INC.



                                              By: ______________________________
                                                  Anthony R. Shupin
                                                  Chairman of the Board


<PAGE>



                                    EXHIBIT A

                              NOTICE OF CONVERSION
                    (To be Executed by the Registered Holder
                                        in order to Convert the Debentures)

                  The   undersigned   hereby   irrevocably   elects  to  convert
$__________  principal  amount of the Debenture  (defined  below) into shares of
common stock, par value $.001 per share ("COMMON STOCK"),  of Digital Descriptor
Systems,  Inc.,  a  Delaware  corporation  (the  "BORROWER")  according  to  the
conditions of the  convertible  debentures of the Borrower  dated as of November
26, 2003 (the "Debentures"),  as of the date written below. If securities 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.  No fee  will be  charged  to the  Holder  for any
conversion,  except for  transfer  taxes,  if any. A copy of each  Debenture  is
attached hereto (or evidence of loss, theft or destruction thereof).

                  The Borrower  shall  electronically  transmit the Common Stock
issuable pursuant to this Notice of Conversion to the account of the undersigned
or its nominee with DTC through its Deposit  Withdrawal Agent Commission  system
("DWAC TRANSFER").

         Name of DTC Prime Broker:
                                  ----------------------------------------------
         Account Number:
                        --------------------------------------------------------

                  In lieu of receiving shares of Common Stock issuable  pursuant
to this Notice of Conversion by way of a DWAC Transfer,  the undersigned  hereby
requests that the Borrower issue a certificate or certificates for the number of
shares of Common Stock set forth below (which  numbers are based on the Holder's
calculation  attached hereto) in the name(s) specified  immediately below or, if
additional space is necessary, on an attachment hereto:

         Name:
              ------------------------------------------------------------------
         Address:
                 ---------------------------------------------------------------

                  The  undersigned  represents  and warrants that all offers and
sales by the  undersigned of the  securities  issuable to the  undersigned  upon
conversion  of the  Debentures  shall be made  pursuant to  registration  of the
securities under the Securities Act of 1933, as amended (the "ACT"), or pursuant
to an exemption from registration under the Act.

                  Date of Conversion:___________________________
                  Applicable Conversion Price:____________________
                  Number of Shares of Common Stock to be Issued Pursuant to
                  Conversion of the Debentures:______________
                  Signature:___________________________________
                  Name:______________________________________
                  Address:____________________________________



<PAGE>



The  Borrower  shall issue and deliver  shares of Common  Stock to an  overnight
courier not later than three  business  days  following  receipt of the original
Debenture(s) to be converted, and shall make payments pursuant to the Debentures
for the number of business days such issuance and delivery is late.