EXHIBIT 10.5.9.1



         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  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 OR  UNLESS  SOLD  PURSUANT  TO  RULE  144 OR
         REGULATIONS UNDER SAID ACT.


                          SECURED CONVERTIBLE DEBENTURE

Fairless Hills, Pennsylvania
September 30, 2003                                                       $82,500

                  FOR  VALUE  RECEIVED,  DIGITAL  DESCRIPTOR  SYSTEMS,  INC.,  a
Delaware corporation (hereinafter called the "BORROWER"), hereby promises to pay
to the order of AJW OFFSHORE,  LTD. or registered assigns (the "HOLDER") the sum
of Eighty-Two  Thousand Five Hundred  Dollars  ($82,500),  on September 30, 2004
(the  "MATURITY  DATE"),  and to pay  interest on the unpaid  principal  balance
hereof at the rate of twelve  percent  (12%) per annum from  September  30, 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
September  30, 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

<PAGE>

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

                                       2
<PAGE>

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

                                       3
<PAGE>

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

                                       4
<PAGE>

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).

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

                                       5
<PAGE>

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).

                                       6
<PAGE>

                  (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,

                                       7
<PAGE>

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

                                       8
<PAGE>

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.

                                       9
<PAGE>

                  (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.

                                       10
<PAGE>

                  (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, as of the Issue Date shall be 19.99%
of the  total  shares  outstanding  on the  Issue  Date,  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

                                       11
<PAGE>

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

                                       12
<PAGE>

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:

                                       13
<PAGE>

            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;

                                       14
<PAGE>

            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

                                       15
<PAGE>

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

                                       16
<PAGE>

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.

                                       17
<PAGE>

            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

                                       18
<PAGE>

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.

                                       19
<PAGE>

                  IN WITNESS  WHEREOF,  Borrower has caused this Debenture to be
signed in its name by its duly  authorized  officer this 30th day of  September,
2003.


                                                DIGITAL DESCRIPTOR SYSTEMS, INC.



                                                By: ____________________________
                                                    Anthony R. Shupin
                                                    Chairman of the Board





                                       20
<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 September
30, 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:________________________________________

                                       21
<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.







                                       22