EXHIBIT 6.9.5


                              EMPLOYMENT AGREEMENT

This  Agreement  is made and entered  into as of October 6, 2003  ("Commencement
Date") between Digital  Descriptor  Systems,  Inc., a Delaware  corporation (the
"Company"), and Anthony R. Shupin (the "Employee")

                                    RECITALS

         WHEREAS,

         A. The Company  desires to employ the Employee as  President  and Chief
Executive  Officer  of the  Company,  or for such  other  duties as the Board of
Directors may determine,  and in such capacities  Employee shall render valuable
services to the Company and will have  access to  proprietary  and  confidential
information about the Company, and

         B. Employee desires to accept such employment, and,

         C. The  Company's  Board of Directors has approved and  authorized  the
execution of this Agreement.

         THEREFORE,  in  consideration  of the  recitals,  mutual  covenants and
agreements  contained  in this  Agreement,  the  Company and  Employee  agree as
follows:

            SECTION I. Employment.

            (a) The Company hereby employs the Employee and the Employee  hereby
accepts employment with the Company,  on the terms and subject to the conditions
herein set forth.  He shall provide such services and perform such  functions as
shall be determined  from time to time by the Board of Directors of the Company.
If elected  or  appointed,  he shall also serve as a director  or officer of the
Company or its subsidiaries or affiliates. He understands and agrees that he may
be required to undertake business travel.

            (b) Employee  represents and warrants that his employment under this
Agreement,  and  his  compliance  with  all the  terms  and  provisions  of this
Agreement,  do not and will not (I)  violate  or  conflict  with any  employment
agreement,  secrecy,  confidentiality  or  non-compete  agreement,  or any other
agreement  or  instrument  to  which  he is a party  or is  otherwise  bound  or
affected,  or against, the Company,  the shareholders,  officers or directors of
the Company, or any of the affiliates of any of the above persons (collectively,
the "Indemnities") in connections with such employment or such compliance.

            SECTION 2. Term.

            The  Employee's  employment  shall begin  immediately  following the
closing of  re-financing  the Company and the  transfer  of funds  amounting  to
$22,000.00,  (plus any approved  expenses)  which  represents  50% of the sum of
outstanding  debt by the  company  for  past  consulting  services  provided  by
Employee.  The  balance of  $22,000.00  will be  provided to Employee in Company


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Common  stock,  valued at a price equal to market price as published on the date
of implementation. The closing is coincidental to the date of this Agreement and
shall continue, unless sooner terminated, until October 6, 2005 (the "Employment
Term"),  and shall be in force so long as the Company  remains in good  standing
under the laws,  regulations  and rules to which it may be  subject  during  the
Agreement  term. The Employee's  reassignment to any other capacity as the Board
of Directors  may determine  shall not alter the term or any other  provision of
this  Agreement.  This  Agreement  shall  terminate  on the  earlier to occur of
October  6,  2005  or the  date  the  Employee  resigns  or has  his  employment
terminated.  The  provisions  contained in Sections  1(b), 7, 8 and 9, and those
provisions  necessary to interpret such Sections,  shall survive  termination of
this Agreement.

            SECTION 3. Compensation.

            (a) As full  compensation  for the performance of his services,  the
Company shall pay the Employee a base salary (such annual base salary, as it may
be adjusted from time to time by the Board of Directors,  the "Base  Salary") of
$9,000.00 per month which shall be paid to the Employee in  approximately  equal
weekly installments  beginning following the Commencement Date and ending on the
sooner of the Employee's termination or the last day of the Employment Term. The
amount of the Base  Salary is  subject  to review by the Board of  Directors  in
July,  2004 and  every  July  thereafter,  and may be  adjusted  by the  Company
following such review, or at any other time, in the sole discretion of the Board
of Directors;  provided, that the amount of the Base Salary may not be decreased
below  the  amount  of the  initial  Base  Salary.  To the  extent  required  by
applicable  law,  the  Company  shall  withhold  from any  payments  under  this
Agreement any applicable federal, state, local or other taxes or amounts.

            The Employee shall  participate in the Annual Management Bonus Plan.
As a  participant  in the Annual  Management  Bonus Plan,  the Employee  will be
eligible to receive  bonuses in any amount  from 0% to 100% of the Base  Salary,
payable  in  March  based  on the  Employee's  performance  for the  immediately
preceding calendar year, and the Company's performance.

            (b)  The  Employee  shall   participate  in  the  Management  Equity
Incentive  Plan. As a participant in the Management  Equity  Incentive Plan, the
Employee will be eligible to receive options,  which shall vest over a period of
time from the date of each  option's  issue,  to purchase  common  shares of the
Company. The Company may grant to the employee,  following the first anniversary
of the date hereof and at the sole discretion of the Board of Directors, options
to  purchase  common  shares of the  Company  (subject  to the  vesting  and the
satisfaction of the other terms and conditions of such options).

            (c) The Employee  shall be entitled to 20 vacation  days per year at
such times as may be mutually  agreed with the Board of Directors.  In all other
aspects,  the  Employee's  benefits  including  medical  insurance,   disability
insurance,  life  insurance,  retirement  and  other  benefits  and  perquisites
generally  available  to all  senior  managers  of  like  businesses  will be in
accordance  with Company policy in effect from time to time but in any event not
less  favorable to the Employee than benefits  provided to any other employee of
the Company.

            (d) The  employee  shall be entitled to a monthly car  allowance  of
Four Hundred Dollars ($400) along with related car expenses. The Employee agrees
to accrue such  compensation,  understanding that it is deferred until such time


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as the Company is able to afford,  with the approval of the Board of  Directors,
to re-instate such compensation.

            (e) The  compensation  to be paid under this  Agreement  shall be an
unsecured obligation of the Company, and not any of its subsidiaries, parents or
affiliates,  and creates no security interest in any present or future assets of
the Company or its subsidiaries, parents or affiliates.

            SECTION 4. Exclusivity.

            The Employee shall devote  substantially  all of his time and energy
to the business of the Company, shall faithfully serve the Company, shall in all
respects conform to and comply with any directions or duties reasonably given to
him by the Board of  Directors,  and shall use his best  efforts to promote  and
serve  the  interests  of the  Company.  The  Employee  may  participate  in the
activities of professional trade organizations and government sponsored programs
related to the business of the Company.  Notwithstanding the above, Employee may
be permitted to serve as a director or trustee of other  organizations  with the
Board's approval which may be granted if it can be reasonably  demonstrated that
such service does not  interfere  with the effective  performance  of Employee's
duties under this Agreement.

            SECTION 5. Reimbursement for Expenses.

            The  Employee  is  authorized  to incur  reasonable  expenses in the
discharge   of  his   services,   including   expenses   for  travel,   lodging,
telecommunications  and similar items.  The Company shall reimburse the Employee
for all such proper expenses upon his presentation of itemized accounts.

            SECTION 6. Termination.

            The  employment of the Employee  shall  terminate  upon the first to
occur of:

            (a) his death or Disability(defined below);

            (b) his  discharge  by the Company for Just Cause  (defined  below);
provided,  that the Employee shall have received written notice from the Company
of the event  giving rise to the  Employee's  discharge  by the Company for Just
Cause at least 7 business  days prior to the  effective  date of such  discharge
during  which  period the  Employee  shall have the  opportunity  to correct the
breach giving rise to such just cause  termination;  provided,  that such breach
shall not involve fraud or moral turpitude; or

            (c) his discharge by the Company other than for Just Cause  (defined
below).

            For the  purposes  of this  Agreement  "Disability"  shall  mean the
Employee's  inability  to  perform  the  duties  required  of him as  reasonably
determined by the Board of Directors following a review of satisfactory  medical
advice to the Board about Employee's  physical or mental  condition,  because of
illness,  incapacity,  or physical or mental disability for a consecutive period
of 30 days or an aggregate  period of 60 days during any 12-month  period during
the term of this Agreement;


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            For the purposes of this Agreement "Just Cause" shall mean: (i.) the
Employee's  failure,  neglect or refusal to follow a lawful written order of the
Board of  Directors  or to perform  his duties  under this  Agreement;  (ii) any
willful or  intentional  act of the Employee that has the effect of injuring the
reputation or business of the Company or its affiliates in any material respect;
(iii) any continued absence from the Company unless such absence is (A) approved
or excused  by the Board of  Directors  or (B) is the  result of the  Employee's
illness, disability or incapacity (in which event the provisions of Section 6(a)
hereof  shall  control)  or  a  personal  or  family  emergency;  (iv)  repeated
impairment of the Employee due to  drunkenness;  (v)  conviction of the Employee
for the  commission of a felony or a crime  involving  moral  turpitude;  (vi) a
material reach of the provisions of this Agreement;  (vii) the commission by the
Employee  of an act of fraud or  embezzlement  against  the Company or breach of
fiduciary duty to the Company  involving  personal profit;  or (viii)the illegal
use or possession of drugs.


             SECTION 7. Right to Purchase and Right of First Refusal to Purchase
                        Employee's Shares; Severance Pay.

            If the Employee's employment is terminated pursuant to Section 6(b),
or if the Employee  resigns  without Good Reason (defined  below),  the Employee
shall not receive any further  compensation  from the Company and Company  shall
have the right to purchase,  or if such right is not exercised and  subsequently
the  Employee  offers  to sell his  shares  to a third  party the right of first
refusal to  purchase,  all shares,  if any, of the  Company's  stock held by the
Employee at a price equal market  price as published on the date of  termination
or the acquisition cost, whichever is higher. If the Employee's employment under
this  Agreement  is  terminated  pursuant  to  Section  6(a) or 6(c),  or if the
Employee  resigns  with Good  Reason  (defined  below),  the  Company  shall pay
Employee his base salary and benefits  ("Severance Pay") for the greater of (the
"Severance Pay  Period")(i) one year from the date of termination or resignation
and (ii) the  remaining  term of this  Agreement,  and  shall  have the right to
purchase, or if such right is not exercised and subsequently the Employee offers
to sell his shares to a third party the right of first refusal to purchase,  all
Employee's  shares,  if any, of the Company's  stock held by the Employee or his
estate at a price  equal to the market  value of such shares as  published.  The
Severance Pay shall be payable by the Company in equal weekly installments.  The
Company shall pay for any purchase of the Employee's shares under this Section 7
immediately upon the transfer of title of the certificates.

            For the  purposes of this  Agreement a  resignation  by the Employee
with Good Reason  shall mean a  resignation  by the  Employee of his  employment
hereunder  following a  Substantial  breach (as  hereinafter  defined)  and such
Substantial  Breach shall have not been  corrected by the Company within 20 days
of receipt by the Board of Directors of written  notice from the Employee of the
occurrence of such Substantial Breach, which notice shall specifically set forth
the nature of the  Substantial  Breach which is the reason for such  resignation
and identify such occurrence as a "Substantial Breach" under this Agreement. The
term  "Substantial  Breach"  means any  material  breach by the  Company  of its
obligations  hereunder  consisting  of (i.) any material  breach of the terms of
Section  3  above;  (ii)  a  material  reduction  in  the  Employee's  title  or
responsibilities;  or (iii) the failure of any successor to all or substantially
all of the  business  and/or  assets of the  company to assume  this  Agreement;
provided,  however,  that the term  "Substantial  Breach"  shall  not  include a
termination of the employee's  employment pursuant to Section 6(a) or (b) above.
The  Employee's  resignation  without  Good  Reason  shall not end the  parties'
respective continuing rights and responsibilities under this Agreement including
but  not  limited  to  those  enumerated  in  Sections  8,  9,  10,  12 and  15.
Notwithstanding  anything contained in this Agreement to the contrary, the terms

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and  provisions of this Section 7 shall not apply to any shares of capital stock
issued by the Company to the Employee in  consideration  for the Employee's past
services.

            SECTION 8. Secrecy, Non-Disclosure, Invention Rights.

            (a)   Nondisclosure  of  Confidential   Information.   The  Employee
acknowledges that (i.) the agreements and covenants  contained in this Agreement
are essential to protect the value of the Company's business and assets and (ii)
by virtue of his  employment  with the Company,  he has obtained and will obtain
knowledge,  contacts,  training  and  experience  and  there  is  a  substantial
probability that such knowledge contacts, training and experience and there is a
substantial  advantage  of a  competitor  of the  Company  and to the  Company's
substantial detriment.  Therefore,  the Employee agrees that, the Employee shall
not disclose  directly or indirectly to any person or entity not affiliated with
the Company or use, without prior written consent from the Company either during
the Employment Term or at any time thereafter,  any Confidential Information (as
defined in the next sentence)  except  pursuant to and consistent with the order
of any court, legislative body or regulatory agency; provided, that the Employee
has given notice to the Company  immediately  after learning of such order.  The
term "Confidential  Information" shall mean information not in the public domain
or generally know in the industry, in any form (i.)concerning or relating to the
Company's  operations and/or proprietary computer programs and software products
including  but not limited to systems  whether  provided  by or licensed  from a
third  party;  (ii)  acquired by the Employee  while  employed by the Company or
(iii)acquired  following the Employment  Term directly or  indirectly,  from any
person or entity  owing a duty of  confidentiality  to the Company or any of its
affiliates,  including but not limited to information regarding,  trade secrets,
manuals or materials,  technical information,  contracts,  systems,  procedures,
mailing lists, know-how,  financial or other data (including the revenues, costs
or profits associated with any of the Company's  services),  business plans, and
other financial statements,  computer programs,  source codes, software systems,
database, discs and printouts, software design specifications,  plans (business,
technical or otherwise),  customer and industry lists, correspondence,  internal
reports,  personnel files,  sales and advertising  material,  telephone numbers,
names, addresses or any other compilations of information, written or unwritten,
which  is or was  used  in the  business  or  formation  of the  Company  or its
affiliates.

            (b) The  Employee  agrees  and  acknowledges  that all  Confidential
Information in any form, and copies and extracts  thereof,  are and shall remain
the sole and  exclusive  property of the Company,  and upon  termination  of his
employment  with the Company,  he shall return to the Company the  originals and
all copies of any such  information  provided to or acquired by the  Employee in
connection with the performance of his duties for the Company,  and shall return
to the Company all files,  correspondence and/or other communications  received,
maintained and/or originated by him during the course of his employment.

            (c) No  Interference.  The Employee  shall not,  whether for his own
account  or  for  the  account  of  any  other  individual,  partnership,  firm,
corporation or other business organization (other than the Company), directly or
indirectly solicit,  endeavor to entice away from the Company or its affiliates,
or otherwise  directly  interfere with the  relationship  of the Company and its
affiliates  with any person who is employed by or  otherwise  engaged to perform
services  for the  Company or its  affiliates  or who is, or was within the then
most recent twelve-month  period, a client, joint venturer or prospective client
or joint venturer of the Company, or any of its affiliates.

<PAGE>


            (d) Inventions. By this Agreement, the Employee sells, transfers and
assigns to the Company,  or to any person or entity  designated  by the Company,
all of the right,  title and interest of the Employee in and to all  inventions,
sales approaches or materials, software, ideas, training materials,  disclosures
and improvements,  whether patented or unpatented,  copyrightable  material,  or
materials or services subject to trademark or service mark registration, made or
conceived by the Employee solely or jointly,  in whole or in part,  during or in
preparation  for his employment by the Company which are not generally  known to
the public or the  industry or  recognized  as standard  practice,  processes or
devices which may be sold, leased,  used or under construction or development by
the Company and (ii) arise  (wholly or partly)  from the efforts of the Employee
during his  employment  with the Company (an  "Invention").  The Employee  shall
communicate  promptly and  disclose to the Company,  in such form as the Company
requests, all information, details and data pertaining to any such Invention. .

            SECTION 9. Injunctive Relief.

            Without  intending to limit the  remedies  available to the Company,
the Employee  acknowledges  that a breach of any of the  covenants  contained in
Section 8 hereof may result in material irreparable injury to the Company or its
affiliates  for which  there is no adequate  remedy at law,  that it will not be
possible to measure  damages for such injuries  precisely and that, in the event
of such a breach of threat  thereof,  the Company  shall be entitled to obtain a
temporary  restraining  order  and/or a  preliminary  or  permanent  injunction,
without the necessity of proving  irreparable harm or injury as a result of such
breach are threatened breach of Section 8 hereof,  restraining the Employee from
engaging in  activities  prohibited  by Section 8 hereof or such other relief as
may be required specifically to enforce any of the covenants in Section 8. In an
action  commenced  by the Company for relief  under this Section 9, the Employee
agrees to submit to the  jurisdiction of any state or federal court of record in
the State of Pennsylvania or in the state and county in which such violation may
occur, or in any other court, at the election of the Company.

            SECTION 10. Successors; Binding Agreement.

            Neither this Agreement, or any rights or benefits hereunder,  may be
assigned,  delegated,  transferred,  pledged or hypothecated without the written
consent of both parties hereto, and any such assignment,  delegation,  transfer,
pledge or hypothecation shall be null and void; provided, that the Company, with
the written  approval of the Employee,  may assign or transfer this Agreement to
any  entity  into which the  Company  merges,  or to any  entity  created by the
consolidation of the Company or to any entity that acquires all or substantially
all of the assets of the Company;  provided,  that such entity expressly assumes
all of the rights and obligations of the Company hereunder.

            SECTION 11. Waiver and Modification.

            Any waiver,  alteration or  modification of any of the terms of this
Agreement  shall be valid  only if made in  writing  and  signed by the  parties
hereto; provided,  however, that any such waiver,  alteration or modification is
consented to on the Company's behalf by a member of the Board of Directors other
than the  Employee.  No waiver by either of the parties  hereto of their  rights

<PAGE>


hereunder  shall be deemed to constitute a waiver with respect to any subsequent
occurrences o transactions hereunder unless such waiver specifically states that
it is to be construed as a continuing waiver.

            SECTION 12. Severability and Governing Law.

            The Employee acknowledges and agrees that the covenants set forth in
Section 8 hereof are  reasonable  and valid in  temporal  scope and in all other
respects.  If any of such  covenants or such other  provisions of this Agreement
are found to be invalid or unenforceable by a final  determination of a court of
competent  jurisdiction  (a) the remaining terms and provisions  hereof shall be
unimpaired and (b) the invalid or unenforceable  term or provision that is valid
and  enforceable  and that comes  closest to  expressing  the  intention  of the
invalid or unenforceable term or provision.  THIS AGREEMENT SHALL BE GOVERNED BY
AND  INTERPRETED  IN  ACCORDANCE  WITH  THE LAWS OF THE  STATE OF  PENNSYLVANIA,
WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.

            SECTION 13. Notices

            All  approvals,  consents,  notices,  requests,  demands  and  other
communications  hereunder  shall be in writing  and shall be deemed to have been
duly given upon delivery,  if delivered in person,  or on the third business day
after mailing,  if mailed,  by registered or certified  mail,  postage  prepaid,
return  receipt  requested,  addressed  in the case of the  Company,  to Digital
Descriptor  Systems Inc, 446 Lincoln Blvd,  Fairless Hills, PA 19030 or, in each
case,  to such other address as may be designated to the other parties from time
to time as provided above.

            SECTION 14. Captions and Section Headings.

            Captions and section  headings herein are for convenience  only, are
not a part hereof and shall not be used in construing this Agreement.

            SECTION 15. Arbitration of Disputes.

            Subject  only to the  provisions  of  Section  9 above  relating  to
injunctive relief, any and all disputes, controversies and claims arising out of
or relating to this Agreement or its performance shall be settled and determined
by arbitration  Pennsylvania  (or the city of the Company's  headquarters at the
election of the Company)  before one (1)  arbitrator  pursuant to the Commercial
Rules then obtaining of the American Arbitration Association.  The parties agree
that the arbitrators  shall give effect to applicable  statutes of limitation in
determining  any  claim  and that they  shall  have the power to award  damages,
preliminary or permanent  injunctive  relief and reasonable  attorney's fees and
expenses to any party in such arbitration.  The arbitration award shall be final
and binding  upon the parties and  judgement  on such an award may be entered in
any court having competent jurisdiction.

            SECTION 16. Entire Agreement

            This Agreement constitutes the entire understanding and agreement of
the parties hereto regarding the employment of the Employee.

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            SECTION 17. Counterparts.

            This Agreement may be executed in counterparts,  each of which shall
be deemed and original, but all of which taken together shall constitute one and
the same instrument.

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

For the Company:                               Employee:



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