<SUBMISSION>
<ACCESSION-NUMBER>0000950116-01-501230
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>21
<FILING-DATE>20011205
<EFFECTIVENESS-DATE>20011205
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>DIGITAL DESCRIPTOR SYSTEMS INC
<CIK>0000927454
<ASSIGNED-SIC>7372
<IRS-NUMBER>232770048
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8
<ACT>33
<FILE-NUMBER>333-74556
<FILM-NUMBER>1806553
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>2010F CABOT BLVD WEST
<CITY>LANGHORNE
<STATE>PA
<ZIP>19047
<PHONE>2157520963
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>2010 F CABOT BLVD WEST
<CITY>LANGHORNE
<STATE>PA
<ZIP>19047
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>s8.txt
<DESCRIPTION>S8.TXT
<TEXT>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                       ----------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under the Securities Act of 1933

                        DIGITAL DESCRIPTOR SYSTEMS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

            Delaware                                     23-2770048
(State or Other Jurisdiction of                       (I.R.S. Employer
 Incorporation or Organization)                    Identification Number)

                               446 Lincoln Highway
                     Fairless Hills, Pennsylvania 19030-1316
                                 (267) 580-1075
                    (Address of Principal Executive Offices)
  ----------------------------------------------------------------------------

   Digital Descriptor Systems, Inc. Consultants and Advisors Compensation Plan
                            (Full Title of the Plan)


                    ----------------------------------------

                    Garrett U. Cohn, Chief Executive Officer
                        Digital Descriptor Systems, Inc.
                               446 Lincoln Highway
                          Fairless Hills, PA 19030-1316
                                 (267) 580-1075
                (Name, address, including zip code, and telephone
               number, including area code, of Agent For Service)

                                    Copy to:
                             Naccarato & Associates
                           19600 Fairchild, Suite 260
                                Irvine, CA 92612
                                 (949) 851-9261

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------
                                              Proposed maximum     Proposed maximum
Title of securities     Amount to be          offering price       Aggregate offering    Amount of
to be registered        Registered (2)        per share (1)        Price                 Registration fee
----------------------- --------------------- -------------------- --------------------- -------------------
<S>                         <C>                       <C>              <C>                    <C>
Common Stock                6,560,831                 .06              $393,650               $98.41
($.01 par value)
----------------------- --------------------- -------------------- --------------------- -------------------
</TABLE>

(1)  Estimated solely for the purposes of determining the amount of registration
     fee and pursuant to Rule 457(c) of the General Rules and Regulations under
     the Securities Act of 1933, based upon the average of the bid and asked
     price as of the day prior to the filing of this Registration Statement.

(2)  6,560,831 Shares to be granted or Shares purchasable upon exercise of stock
     options to be granted under the Plan.


<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS


Item 1.           Plan Information.*

Item 2.           Registrant Information and Employee Plan Annual Information.*

*Information required by Part 1 to be contained in the Section 10(a) prospectus
is omitted from the registration statement in accordance with Rule 428 under the
Securities Act of 1933.





<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Certain Documents By Reference

         The following documents filed with the Securities and Exchange
Commission (the "Commission") by the registrant, Digital Descriptor Systems,
Inc., a Delaware corporation (the "Company"), pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by
reference in this registration statement:

(a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2000;

(b) all other reports filed by the Company pursuant to Section 13(a) or Section
15 (d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since December 31, 2000 through the date hereof;

(c) The description of the common stock, par value $.001 per share, of the
Company (the "Common Stock") contained in the Company's Registration Statement
on Form 10-SB (File No. 333-59888), filed pursuant to Section 12(g) of the
Exchange Act, including any amendment or report filed for the purpose of
updating such information; and

(d) All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
de-registers all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.

Item 4.  Description of Securities.

         General


The Company was incorporated on June 13, 1994 in Delaware. The Company has
authorized of 150,000,000 shares of Common Stock at $.001 par value, of which
38,984,778 shares are issued and outstanding at November 28, 2001, plus
1,000,000 authorized shares of $.01 par value per share Preferred Stock and no
preferred shares are issued and outstanding at November 28, 2001. The Company
has authorized outstanding Class A and Class B Warrants numbering one million
four hundred eighty-three thousand and seven hundred fifty (1,483,750) of each
class. The Class A Warrants have an exercise price of $1.00 per share and expire
on August 15, 2002. The Class B Warrants have an exercise price of $1.50 per
share and expire on August 15, 2002. The Company has reserved an equal amount of
shares against these warrants.

Each holder of Common Stock is entitled to receive ratable dividends, if any, as
may be declared by the Board of Directors out of funds legally available for the
payment of dividends.
<PAGE>
Holders of Common Stock are entitled to one vote for each share held of record.
There are no cumulative voting rights in the election of directors. Thus the
holders of more than 50% of the outstanding shares of Common Stock can elect all
of the directors of the Company if they choose to do so.

The holders of Common Stock will have no preemptive, subscription, conversion or
redemption rights. Upon liquidation, dissolution or winding-up of the Company,
the holders of the Common Stock are entitled to receive pro rata the assets of
the Company.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The Company's Certificate of Incorporation provides that directors of
the Company shall not be liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director. The Company's Certificate of
Incorporation provides that the Company shall indemnify to the fullest extent
permitted by law any person made or threatened to be made a party to any action,
suit or proceeding, whether criminal, civil, administrative or investigative (a
"Legal Action"), whether such Legal Action be by or in the right of the
corporation or otherwise, by reason of the fact that such person is or was a
director or officer of the Company, or serves or served at the request of the
Company as a director or officer, of another corporation, partnership, joint
venture, trust or any other enterprise. In addition, the Company's Certificate
of Incorporation provides for indemnification of any person made or threatened
to be made a party to any Legal Action by reason of the fact that such person is
or was a director or officer of the Company and is or was serving as a fiduciary
of, or otherwise rendering services to, any employee benefit plan of or relating
to the Company.

         Section 145 of the Delaware General Corporation Law ("Delaware Law")
generally provides that a corporation is in certain circumstances permitted, and
in other circumstances may be required to indemnify its directors, officers and
controlling persons against certain expenses (including attorneys' fees) and
other amounts paid in connection with certain threatened, pending or completed
civil, criminal, administrative or investigative actions, suits or proceedings
(including certain civil actions and suits that may be instituted by or in the
right of the Company) in which such persons were or are parties, or are
threatened to be made parties, by reason of the fact that such persons were or
are directors or officers of the Company. Section 145 also permits the Company
to purchase and maintain insurance on behalf of its directors and officers
against any liability which may be asserted against, or incurred by, such
persons in their capacities as directors or officers of the Company or which may
arise out of their status as directors or officers of the Company, whether or
not the Company would have the power to indemnify such persons against such
liability under the provisions of such Section. To date, the Company has not
purchased such insurance.

         Section 102 of the Delaware Law allows a corporation, in its
Certificate of Incorporation, to eliminate the personal liability of its
directors to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, other than liability for (1) any breach of the
director's duty of loyalty to the corporation or its stockholders, (2) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (3) any transaction from which the director derived an
improper personal benefit and (4) payment of dividends or stock purchases or
redemptions in violation of the provisions of Delaware Law.
<PAGE>

Item 7. Exemption from Registration Claimed

                  Certificate #DDC0594 for 150,000 shares was issued to the
N.I.R. Group on October 16, 2001 based upon the exemption from registration
found in Section 4(2) of the Securities & Exchange Commission Act of 1933 as
amended, as a transaction not involving a public offering.

Item 8. Exhibits - The following Exhibits are filed as part of this
        Registration Statement.

Exhibit No.                Description of Exhibit

 4.1       Digital Descriptor Systems, Inc. Consultants and Advisors
           Compensation Plan.
 4.1.2     Consulting Agreement - Advocacy Group
 4.1.3     Consulting Agreement - Ralph Hallenbeck
 4.1.4     Consulting Agreement - James Gilligan
 4.1.5     Consulting Agreement - Scott McBride
 4.1.6     Consulting Agreement - David Millary
 4.1.7     Consulting Agreement - Ken Blessing
 4.1.8     Consulting Agreement - Frank Guthart
 4.1.9     Consulting Agreement - George Rabine
 4.1.10    Consulting Agreement - Anthony Hill
 4.1.11    Consulting Agreement - NIR Group
 4.1.12    Consulting Agreement - Steven Randall
 4.1.13    Consulting Agreement - Don Brown
 4.1.14    Consulting Agreement - Scott Gallagher
 4.1.15    Consulting Agreement - Stuart Johnson
 4.1.16    Consulting Agreement - Owen Naccarato
 5.1       Opinion of Naccarato & Associates.
10.12      Restated Stock Option Plan
10.13      1996 Director Option Plan
23.1       Consent of  Naccarato & Associates (included in Exhibit 5.1 hereto).
23.2       Consent of Ernst & Young LLP, Independent Auditors.
24.1       Powers of Attorney (included on the signature page of this
           Registration Statement).

Item 9.  Undertakings.

                  (a) The undersigned Registrant hereby undertakes:

                           (1) To file, during any period in which its offers or
sells securities, a post-effective amendment to this registration statement:


<PAGE>




                                    (i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;

                                    (ii) To reflect in the prospectus any facts
or events which, individually or together, represent a fundamental change in the
information set forth in the registration statement;

                                    (iii) To include any additional or changed
material information with respect to the plan of distribution provided, however,
that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration
statement is on Form S-3 or Form S-8 and the information required to be included
in a post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

                           (2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

                           (3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

                  (b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  (c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to any arrangement, provision or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.




<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fairless Hills, Pennsylvania on December 5, 2001.

DIGITAL DESCRIPTOR SYSTEMS, INC.

By:                                    By:
    --------------------------             ------------------------------------
    Garrett U. Cohn                        Michael Pellegrino
    Chief Executive Officer                Vice President (principal financial
    (principal executive officer)          and accounting officer)

                                POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints
Garrett U. Cohn and Michael Pellegrino, and each of them, his or her true and
lawful attorneys-in-fact and agents, with power of substitution and
re-substitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying all that said attorneys-in-fact and agents
or his or her substitute or substitutes, or any of them, may lawfully do or
cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons on behalf of the Registrant,
on December 5, 2001 in the capacities indicated.

         Signature                            Title
         ---------                            -----


/s/ Garrett U. Cohn                  Chief Executive Officer and
-------------------------------      Principal Executive Officer, Director
Garrett U. Cohn

/s/ Michael Pellegrino               Vice President, Principal Financial
-------------------------------      and Accounting Officer
Michael Pellegrino

/s/  Myrna L. Cohn, Ph.D.            Director
-------------------------------
Myrna L. Cohn, Ph.D.

/s/ John Boyle                       Director
-------------------------------
John J. Boyle

/s/ Robert Gowell                    Director
-------------------------------
Robert Gowell



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>3
<FILENAME>ex4-1.txt
<DESCRIPTION>EXHIBIT 4-1
<TEXT>
<PAGE>


                                                                     EXHIBIT 4.1



                        DIGITAL DESCRIPTOR SYSTEMS, INC.
                   CONSULTANTS AND ADVISORS COMPENSATION PLAN
                  (As Established Effective September 1, 2001)

1.       Purpose of the Plan

         This Compensation Plan (the "Plan") is intended to assist Digital
Descriptor Systems, Inc. (the "Company") and its subsidiaries in attracting and
retaining the services of consultants and advisors with a high degree of
training, experience and ability and to stimulate the active interest of such
persons in the development and financial success of the Company.

2.       Administration of the Plan

         (a) The Board of Directors shall appoint and maintain a Compensation
Committee which shall consist of at least two (2) members of the Board of
Directors, who shall serve at the pleasure of the Board (the committee appointed
by the Board of Directors is referred to herein as the "Committee") . The
Committee may from time to time award ("Award") non-qualified stock options
("Stock Options") or grants of Common Stock of the Company ("Stock Grants"),
under the Plan to the persons described in Section 3 hereof.

         (b) The Committee shall have full power and authority to interpret the
provisions of the Plan and supervise its administration. All decisions and
selections made by the Committee pursuant to the provisions of the Plan shall be
made by a majority of its members. Any decision reduced to writing and signed by
a majority of the members shall be fully effective as if adopted by a majority
at a meeting duly held. Subject to the provisions of the Plan, the Committee
shall have full and final authority to determine (i) the persons to whom Stock
Options or Stock Grants hereunder shall be awarded and (ii) the number of shares
to be covered by each Award.

         (c) No member of the Committee shall be liable for anything done or
omitted to be done by him or by her or any other member of the Committee in
connection with the Plan, except for his or her own willful misconduct or as
expressly provided by statute.

3.       Awards

         (a) The persons eligible for participation in the Plan as recipients of
Awards (the "Participants") shall include any consultant or advisor of the
Company, provided that in the opinion of the committee, bona fide services shall
have been or shall be rendered by any such consultant or advisor and such
services shall not be in connection with the offer or sale of securities in a
capital-raising transaction. At any time, no person who is an officer, director
or employee of the Company or who has been an officer, director or employee of
the Company during the preceding 12 month period is eligible to be a Participant
in the Plan, provided, however, any director of the company who renders
consulting advise to the company separate and apart from their duties as a
director shall be eligible for grants under this Plan.
<PAGE>

         (b) The Committee in making Awards hereunder shall have discretion to
determine the terms and conditions upon which Stock options may be exercisable
or restrictions upon Stock Grants. Each Award shall be confirmed by an Agreement
consistent with this Plan which shall be executed by the Company and by the
person to whom such Award is granted.

         (c) For purposes of this Plan, services rendered to the Company shall
include services rendered to any subsidiary of the Company.

         (d) The purchase price of the shares as to which a Stock option is
exercised shall be paid in full at the time of the exercise: (i) in cash or by
certified check; (ii) in the discretion of the Committee, (A) by the delivery of
shares of the Company Common Stock with a Fair Market Value (as determined
according to Section 5. (a) of the Plan) at the time of exercise equal to the
total option price and by paying any remaining amount of the option exercise
price as provided in (i) , and (B) by the optionee delivering to the Company a
properly executed exercise notice together with irrevocable instructions to a
broker to promptly deliver to the Company cash or a check payable and acceptable
to the Company to pay the option exercise price; provided that in the event the
optionee chooses to pay the option exercise price as provided in (ii) (B) , the
optionee and the broker shall comply with such procedures and enter into such
agreements of indemnity and other agreements as the Committee shall prescribe as
a condition of such payment procedure. Payment instruments shall be received
subject- to collection.

         (e) No Awards  shall be made  pursuant to the Plan after  December  31,
2006.

         (f) All certificates for Shares delivered under the terms of the Plan
shall be subject to such stop-transfer orders and other restrictions as the
Committee may deem advisable under federal or state securities laws, rules and
regulations thereunder, and the rules of any national securities exchange or
automated quotation system on which Shares are listed or quoted. The Committee
may cause a legend or legends to be placed on any such certificates to make
appropriate reference to such restrictions or any other restrictions or
limitations that may be applicable to Shares.

4.       Shares Subject to the Plan

         Subject to adjustment as provided in Section 9 hereof, there shall be
subject to the Plan 5,000,000 shares of Common Stock, with par value of $.001
per share, of the Company (the "Shares"). The Shares subject to the Plan shall
consist of authorized and unissued shares or previously issued shares reacquired
and held I by the Company or any subsidiary. For purposes of this Section 4, the
number of Shares to which an Award relates shall be counted against the number
of Shares reserved and available under the Plan and with respect to such Award
shall, to the extent of any such forfeiture or terminations, again be available
for Awards under the Plan. Until termination of the Plan, the Company shall at
all times make available a sufficient number of Shares to meet the requirements
of the Plan. After termination of the Plan, the number of Shares reserved for
purposes of the Plan from time to time shall be only such number of Shares as
are issuable under then outstanding Stock options.


5.       Terms of Stock Options

         (a) The purchase price of each Share subject to a Stock option shall be
determined by the Committee prior to granting a Stock Option. The Committee
shall set the purchase price for each Share at such price as the Committee in
its sole discretion shall determine.

         (b) (i) Each Stock Option granted hereunder shall be exercisable in one
         or more installments (annual or other) on such date or dates as the
         Committee may in its sole discretion determine, and the terms of such
         exercise shall be set forth in the Agreement covering the grant of the
         option.



<PAGE>

                  (ii) The right to purchase Shares pursuant to a Stock option
         shall be cumulative so that when the right to purchase any Shares has
         accrued such Shares or any part thereof may be purchased at any time
         thereafter until the expiration or termination of the Stock Option.

                  (iii) At any time after the granting of any Stock Option, the
         Committee may accelerate the installment exercise dates.

                  (iv) In the event an optionee dies prior to the exercise in
         full of any Stock Option which was exercisable on the date of such
         termination, such option may be exercised before expiration by the
         optionee's personal representative during the period of twelve (12)
         months after the date of death to the extent exercisable by the
         optionee at the date of death.

         (c) At the time of the grant of a Stock Option, the Committee may
provide that the Shares covered by such option shall be restricted as to
transferability. If so restricted, such Shares shall not be sold, transferred or
disposed of in any manner, and such Shares shall not be pledged or otherwise
hypothecated until the restriction expires by its terms. The circumstances under
which any such restriction shall expire shall be determined by the Committee and
shall be set forth in the Agreement covering the grant of the option to purchase
such Shares.

6.       Assignability of Stock Options

         Stock Options granted under the Plan shall not be assignable or
otherwise transferable by the recipient except by will or the laws of descent
and distribution, subject to the provisions of Section 5.(b)(iv). Otherwise,
Stock Options granted under this Plan shall be exercisable during the lifetime
of the recipient (except as otherwise provided in the Plan) only by the
recipient for his or her individual account, and no purported assignment or
transfer of such Stock Options thereunder, whether voluntary or involuntary, by
operation of law or otherwise, shall vest in the purported assignee or
transferee any interest or right therein whatsoever but immediately upon any
such purported assignment or transfer, or any attempt to make the same, such
Stock Options thereunder shall terminate and become of no further effect.

7.       Stock Grants

         (a) Awards shall be granted only as set forth in this Section 7. Awards
shall be granted for no consideration other than prior and future service.

         (b) The Committee shall determine the terms and restrictions applicable
to any Stock Grants, including, but not limited to restrictions on the
transferability of the Shares, terms of forfeitures of Shares and the time or
occurrence of events on which any restrictions will lapse.

         (c) The Award of a Stock Grant may be conditioned upon the execution
and delivery by the Participant of an Agreement setting forth the terms and
conditions of the Award as provided herein and such other term, conditions and
restrictions, not inconsistent with the provisions of the Plan, as the Committee
in its discretion may determine.

8.       Taxes

         The Committee may make such provisions and rules as it may Deem
appropriate for the withholding of taxes in connection with any Awards granted
under the Plan.
<PAGE>

9.       Reorganizations and Recapitalization of the Company

         (a) The existence of this Plan and Awards granted hereunder shall not
affect in any way the right or power of the Company or its stockholders to make
or authorize any or all adjustments, recapitalization, reorganizations or other
changes in the Company's capital structure or its business, or any merger or
consolidation of the Company, or any issue of bonds, debentures, preferred or
prior preference stocks ahead of or affecting the Shares or the rights thereof,
or the dissolution or liquidation of the Company, or any sale or transfer of all
or any part of its assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise.

         (b) In the event that the Committee shall determine that any dividend
or other distribution (whether in the form of cash, shares of Common Stock,
other securities or other property), recapitalization, stock split, reverse
stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, exchange of shares of common stock or other securities
of the Company, or other corporate transaction or event affects the Shares such
that an adjustment is determined by the Committee to be appropriate in order to
prevent dilution or enlargement of the Participants' rights under the Plan, then
the Committee shall, in such manner as it may deem equitable, adjust any or all
of (i) the number and kind of Shares which may thereafter be issued in
connection with the Awards, (ii) the number and kind of Shares issued or
issuable in respect or outstanding Options; and (iii) the exercise price of
outstanding Options.

10.      Plan Term

         The Plan shall be effective September 1, 2001. No Awards shall granted
pursuant to this Plan after December 31, 2006.

11.      Amendment or Termination

         The Board of Directors may amend, alter or discontinue the Plan at any
time insofar as permitted by law, but no amendment or alteration shall be made
without the approval of the stockholders:

         (a) if and to the extent such amendment is required to be approved by
stockholders to obtain the exemption provided for in Rule 16b-3 (or any
successor provision) under the Securities Exchange Act of 1934, if applicable;
or

         (b) if and to the extent such amendment requires  stockholder  approval
under Section 422 of the Code (or any successor provision).

No amendment of the Plan shall alter or impair any of the rights or obligations
of any person, without his consent, under any Award theretofore granted under
the Plan.

12.      Government Regulations

         Notwithstanding any of the provisions hereof, or of any Award granted
hereunder, the obligation of the Company or any subsidiary to sell and deliver
Shares under such Award or to make cash payments in respect thereto shall. be
subject to all applicable laws, rules and regulations and to such approvals by
any governmental agencies or national securities exchanges as may be required.
The Participant agrees that he will not exercise or convert any option granted
hereunder, and that the Company or any subsidiary will not be obligated to issue
any Shares or make any payments under any Award if the issuance of Shares or if
the exercise of any Stock Option or if the payment upon such exercise shall
constitute a violation by the recipient or the Company or any subsidiary of any
provision of any applicable law or regulation of any governmental authority.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>4
<FILENAME>ex41-2.txt
<DESCRIPTION>EXHIBIT 4.1.2
<TEXT>
<PAGE>


                                                                    EXHBIT 4.1.2


                   CONSULTANTS AND ADVISORS COMPENSATION PLAN
            CONFIDENTIALITY AGREEMENT AND GRANT OF OPTIONS AND SHARES

                  THIS AGREEMENT is executed as of this 2nd day of January,
2001, by and between DIGITAL DESCRIPTOR SYSTEMS, INC., a Delaware corporation
(the "Company"), and The Advocacy Groupl ("the Consultant", which shall include
"Advisors").



                                    RECITALS

                  The Company desires to retain the Consultant, and the
Consultant desires to offer services to the Company, on the terms and conditions
set forth herein.

                  The parties believe it is in their best interests to make
provision for certain aspects of their relationship during and after the period
in which the Consultant offers services to the Company.

                  NOW, THEREFORE, in consideration of the premises and the
mutual agreements and covenants contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the Company and the Consultant,

                  IT IS HEREBY AGREED AS FOLLOWS:


                                    ARTICLE I

                                   ENGAGEMENT

                  1.1 Term of Engagement. The Consultant shall perform advisory
and consulting services for the Company, for the period commencing on the date
hereof and ending on January 2, 2002 subject to earlier termination as
hereinafter set forth in Article III (the "Engagement").

                  1.2 Consulting Duties. The Consultant shall furnish consulting
and advisory services concerning government and political matters and such
matters related to the business of the Company as may from time-to-time be
requested by the Company, including, without limitation, administration,
marketing, sales and new product and service development.



<PAGE>


                  1.3      Independent Contractor Status.

                            (a) Each party shall remain solely  responsible  and
liable for  compliance  with all local,  state and federal laws and  regulations
including, without limitation, federal and state securities laws.

                           (b) Neither party shall have any liability or
obligation of any kind for claims brought upon the other as a result of either
party carrying out the terms of this Agreement. Furthermore, the Consultant
agrees and acknowledges that he or she shall have no right to unemployment
compensation by virtue of the independent contractor relationship created
hereunder.

                           (c) The parties hereto acknowledge that their
relationship shall be that of an independent contractor rather than that of
employee, agent, partnership, or a joint venture. Each party shall report
payments hereunder to all governmental agencies as that of an independent
contractor with the Company reporting amounts paid to Consultant on Form
1099-MISC (or successor form thereto) and in no event shall Company treat or
report amounts paid to Consultant as amounts paid to an employee. Neither the
Company nor the Consultant shall in any way become obligated for the debts or
expenses of the other, unless otherwise agreed in writing. The Consultant shall
not have authority to bind the Company or otherwise execute any document on
behalf of the Company, nor shall the Consultant hold itself out to the public or
any third party as possessing such authority.


                                   ARTICLE II

                                  COMPENSATION

                  2.1 Fee. The Company shall pay the Consultant compensation
shares of the Company's common stock or options totaling 300,000 shares. The
Consultant shall not receive any further compensation, nor shall the Consultant
be eligible to participate in any employee benefit or welfare plans adopted or
sponsored by the Company. The Consultant shall submit to the Company itemized
monthly invoices which shall be due at net within 30 days of invoice date. The
Company shall reimburse the Consultant for documented expenses paid by the
Consultant which were preapproved in writing.


                                   ARTICLE III

                                   TERMINATION

                  3.1 Right to Terminate. The Company and the Consultants may
terminate the Engagement and all of the Company's obligations under this
Agreement at any time and for any reason.

                  3.2 Rights Upon Termination. If the Engagement is terminated
the Consultant shall have no further rights against the Company hereunder,
except for the right to receive (i) any unpaid Fee with respect to the period
prior to the effective date of termination, and (ii) reimbursement of expenses
to which the Consultant is entitled.


<PAGE>

                  3.3 Continuing Obligation. The Consultant shall continue,
after termination, to be bound by the terms of Article IV below and State and
Federal Trading regulations on non-public information.

                                   ARTICLE IV

                                 CONFIDENTIALITY

                  4.1 Confidential and Non-Public Information; Intellectual
Property.

                           (a) Confidential Information. The Consultant will
acquire information of a confidential nature relating to the operation,
finances, business relationships and trade secrets of the Company, including,
but not limited to non-public information concerning the Company's financial and
business prospects. During Engagement and for a period of two years following
termination thereof, within the geographical area in which such use, publication
or disclosure could harm the Company's existing or potential business interests,
the Consultant will not use (except for use in the course of the Consultant's
authorized Engagement with the Company), publish, disclose or authorize anyone
else to use, publish or disclose, without the prior written consent of the
Company, any confidential and non-public information pertaining to the Company
or its affiliated entities, including, without limitation, any information
relating to existing or potential business, customers, trade or industrial
practices, plans, costs, processes, technical or engineering data, or trade
secrets, and financial information; provided, however, that following
termination of the Engagement, the Consultant shall be prohibited from ever
using, publishing, disclosing or authorizing anyone else to use, publish or
disclose, any confidential information which constitutes a trade secret under
applicable law. The Consultant shall not remove or retain any figures,
calculations, formulae, letters, papers, software, abstracts, summaries,
drawings, blueprints, diskettes or any other material, or copies thereof, which
contain or embody any confidential information of the Company, except for use in
the course of the Consultant's regular authorized duties on behalf of the
Company. The foregoing notwithstanding, the Consultant has no obligation to
refrain from using, publishing or disclosing any such confidential information
which is or hereafter shall become available to the public otherwise than by
use, publication or disclosure by the Consultant. This prohibition also does not
prohibit the Consultant's use of general skills and know-how acquired during and
prior to the Engagement, as long as such use does not involve the use,
publication or disclosure of the Company's confidential information.

                  4.2 Return of Documents. Immediately upon termination of the
Engagement, the Consultant will return to the Company, and so certify in writing
to the Company, all the Company's papers, documents and things, including
information stored for use in or with computers and software applicable to the
Company's business (and all copies thereof), which are in the Consultant's
possession or under the Consultant's control, regardless whether such papers,
documents or things contain confidential information or trade secrets.

                  4.3 Equitable Relief. The Consultant acknowledges that any
breach of this Agreement will cause substantial and irreparable harm to the
Company for which money damages would be an inadequate remedy. Accordingly, the
Company shall in any such event be entitled to obtain injunctive and other forms
of equitable relief to prevent such breach and to recover from the Consultant
the Company's costs (including without limitation reasonable attorneys' fees)
incurred in connection with enforcing this Agreement, in addition to any other
rights or remedies available at law, in equity or by statute.
<PAGE>

                                    ARTICLE V

                               GENERAL PROVISIONS

                  5.1 Notices. Any and all notices, consents, documents or
communications provided for in this Agreement shall be given in writing and
shall be personally delivered, mailed by registered or certified mail (return
receipt requested) or sent by courier, confirmed by receipt, and addressed as
follows (or to such other address as the addressed party may have substituted by
notice pursuant to this Section 5.1):

                            (a)     If to the Company:

                                    Digital Descriptors Systems, Inc.
                                    446 Lincoln Highway
                                    Fairless Hills, PA  19030
                                    Attn:   Garrett U. Cohn, President


                           (b)      If to the Consultant:

                                    The Advocacy Group ______
                                    1350 "I" Street
                                    Suite 680___________
                                    Washington, DC  20005____


Such notice, consent, document or communication shall be deemed given upon
personal delivery or receipt at the address of the party stated above or at any
other address specified by such party to the other party in writing, except that
if delivery is refused or cannot be made for any reason, then such notice shall
be deemed given on the third day after it is sent.

                  5.2 Entire Agreement. This Agreement contains the entire
understanding and the full and complete agreement of the parties and supersedes
and replaces any prior understandings and agreements among the parties, with
respect to the subject matter hereof.

                  5.3 Amendment. This Agreement may be altered, amended or
modified only in a writing, signed by both of the parties hereto. Headings
included in this Agreement are for convenience only and are not intended to
limit or expand the rights of the parties hereto. References to Sections herein
shall mean sections of the text of this Agreement, unless otherwise indicated.

                  5.4 Assignability. This Agreement and the rights and duties
set forth herein may not be assigned by the Consultant, but may be assigned by
the Company, in whole or in part. This Agreement shall be binding on and inure
to the benefit of each party and such party's respective heirs, legal
representatives, successors and assigns.
<PAGE>

                  5.5 Severability. If any court of competent jurisdiction
determines that any provision of this Agreement is invalid or unenforceable,
then such invalidity or unenforceability shall have no effect on the other
provisions hereof, which shall remain valid, binding and enforceable and in full
force and effect, and such invalid or unenforceable provision shall be construed
in a manner so as to give the maximum valid and enforceable effect to the intent
of the parties expressed therein.

                  5.6 Waiver of Breach. The waiver by either party of the breach
of any provision of this Agreement shall not operate or be construed as a waiver
of any subsequent breach by either party.

                  5.7 Governing Law; Construction. This Agreement shall be
governed by the internal laws of the Commonwealth of Pennsylvania, without
regard to any rules of construction concerning the draftsman hereof.

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

                                               COMPANY:
                                               DIGITAL DESCRIPTOR SYSTEMS, INC.
                                               ---------------------------------
                                               By:
                                                  ------------------------------
                                                    Garrett U. Cohn, President
                                                  ------------------------------


                                               CONSULTANT:

                                               ---------------------------------
                                               Bobby Mills



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.3
<SEQUENCE>5
<FILENAME>ex41-3.txt
<DESCRIPTION>EXHIBIT 4.1.3
<TEXT>
<PAGE>


                                                                   EXHIBIT 4.1.3


                   CONSULTANTS AND ADVISORS COMPENSATION PLAN
            CONFIDENTIALITY AGREEMENT AND GRANT OF OPTIONS AND SHARES

                  THIS AGREEMENT is executed as of this 25th day of September,
2001, by and between DIGITAL DESCRIPTOR SYSTEMS, INC., a Delaware corporation
(the "Company"), and Ralph Hallenbeck ("the Consultant", which shall include
"Advisors").

                                    RECITALS

                  The Company desires to retain the Consultant, and the
Consultant desires to offer services to the Company, on the terms and conditions
set forth herein.

                  The parties believe it is in their best interests to make
provision for certain aspects of their relationship during and after the period
in which the Consultant offers services to the Company.

                  NOW, THEREFORE, in consideration of the premises and the
mutual agreements and covenants contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the Company and the Consultant,

                  IT IS HEREBY AGREED AS FOLLOWS:

                                    ARTICLE I
                                   ENGAGEMENT

                  1.1 Term of Engagement. The Consultant shall perform advisory
and consulting services for the Company, for the period commencing on the date
hereof and ending on March 25, 2002, subject to earlier termination as
hereinafter set forth in Article III (the "Engagement").

                  1.2 Consulting Duties. The Consultant shall furnish consulting
and advisory services concerning FMS Contract with Authentic and Government
Sales of FMS and such matters related to the business of the Company as may from
time-to-time be requested by the Company, including, without limitation,
administration, marketing, sales and new product and service development.

                  1.3      Independent Contractor Status.

                           (a) Each party shall remain solely responsible and
liable for compliance with all local, state and federal laws and regulations
including, without limitation, federal and state securities laws.

                           (b) Neither party shall have any liability or
obligation of any kind for claims brought upon the other as a result of either
party carrying out the terms of this Agreement. Furthermore, the Consultant
agrees and acknowledges that he or she shall have no right to unemployment
compensation by virtue of the independent contractor relationship created
hereunder.
<PAGE>

                           (c) The parties hereto acknowledge that their
relationship shall be that of an independent contractor rather than that of
employee, agent, partnership, or a joint venture. Each party shall report
payments hereunder to all governmental agencies as that of an independent
contractor with the Company reporting amounts paid to Consultant on Form
1099-MISC (or successor form thereto) and in no event shall Company treat or
report amounts paid to Consultant as amounts paid to an employee. Neither the
Company nor the Consultant shall in any way become obligated for the debts or
expenses of the other, unless otherwise agreed in writing. The Consultant shall
not have authority to bind the Company or otherwise execute any document on
behalf of the Company, nor shall the Consultant hold itself out to the public or
any third party as possessing such authority.


                                   ARTICLE II

                                  COMPENSATION

                  2.1 Fee. The Company shall pay the Consultant compensation
shares of the Company's common stock or options totaling 105,882 shares. The
Consultant shall not receive any further compensation, nor shall the Consultant
be eligible to participate in any employee benefit or welfare plans adopted or
sponsored by the Company. The Consultant shall submit to the Company itemized
monthly invoices which shall be due at net within 30 days of invoice date. The
Company shall reimburse the Consultant for documented expenses paid by the
Consultant which were preapproved in writing.


                                   ARTICLE III

                                   TERMINATION

                  3.1 Right to Terminate. The Company and the Consultants may
terminate the Engagement and all of the Company's obligations under this
Agreement at any time and for any reason.

                  3.2 Rights Upon Termination. If the Engagement is terminated
the Consultant shall have no further rights against the Company hereunder,
except for the right to receive (i) any unpaid Fee with respect to the period
prior to the effective date of termination, and (ii) reimbursement of expenses
to which the Consultant is entitled.

                  3.3 Continuing Obligation. The Consultant shall continue,
after termination, to be bound by the terms of Article IV below and State and
Federal Trading regulations on non-public information.


<PAGE>

                                   ARTICLE IV

                                 CONFIDENTIALITY

                  4.1 Confidential and Non-Public Information; Intellectual
Property.

                           (a) Confidential Information. The Consultant will
acquire information of a confidential nature relating to the operation,
finances, business relationships and trade secrets of the Company, including,
but not limited to non-public information concerning the Company's financial and
business prospects. During Engagement and for a period of two years following
termination thereof, within the geographical area in which such use, publication
or disclosure could harm the Company's existing or potential business interests,
the Consultant will not use (except for use in the course of the Consultant's
authorized Engagement with the Company), publish, disclose or authorize anyone
else to use, publish or disclose, without the prior written consent of the
Company, any confidential and non-public information pertaining to the Company
or its affiliated entities, including, without limitation, any information
relating to existing or potential business, customers, trade or industrial
practices, plans, costs, processes, technical or engineering data, or trade
secrets, and financial information; provided, however, that following
termination of the Engagement, the Consultant shall be prohibited from ever
using, publishing, disclosing or authorizing anyone else to use, publish or
disclose, any confidential information which constitutes a trade secret under
applicable law. The Consultant shall not remove or retain any figures,
calculations, formulae, letters, papers, software, abstracts, summaries,
drawings, blueprints, diskettes or any other material, or copies thereof, which
contain or embody any confidential information of the Company, except for use in
the course of the Consultant's regular authorized duties on behalf of the
Company. The foregoing notwithstanding, the Consultant has no obligation to
refrain from using, publishing or disclosing any such confidential information
which is or hereafter shall become available to the public otherwise than by
use, publication or disclosure by the Consultant. This prohibition also does not
prohibit the Consultant's use of general skills and know-how acquired during and
prior to the Engagement, as long as such use does not involve the use,
publication or disclosure of the Company's confidential information.

                  4.2 Return of Documents. Immediately upon termination of the
Engagement, the Consultant will return to the Company, and so certify in writing
to the Company, all the Company's papers, documents and things, including
information stored for use in or with computers and software applicable to the
Company's business (and all copies thereof), which are in the Consultant's
possession or under the Consultant's control, regardless whether such papers,
documents or things contain confidential information or trade secrets.

                  4.3 Equitable Relief. The Consultant acknowledges that any
breach of this Agreement will cause substantial and irreparable harm to the
Company for which money damages would be an inadequate remedy. Accordingly, the
Company shall in any such event be entitled to obtain injunctive and other forms
of equitable relief to prevent such breach and to recover from the Consultant
the Company's costs (including without limitation reasonable attorneys' fees)
incurred in connection with enforcing this Agreement, in addition to any other
rights or remedies available at law, in equity or by statute.
<PAGE>

                                    ARTICLE V

                               GENERAL PROVISIONS

                  5.1 Notices. Any and all notices, consents, documents or
communications provided for in this Agreement shall be given in writing and
shall be personally delivered, mailed by registered or certified mail (return
receipt requested) or sent by courier, confirmed by receipt, and addressed as
follows (or to such other address as the addressed party may have substituted by
notice pursuant to this Section 5.1):

                            (a)     If to the Company:

                                    Digital Descriptors Systems, Inc.
                                    446 Lincoln Highway
                                    Fairless Hills, PA  19030
                                    Attn:   Garrett U. Cohn, President


                           (b)      If to the Consultant:

                                    Ralph Hallenbeck______
                                    SOLVPRO___
                                    2440 Brandywine Lane
                                    West Melbourne, FL  32904


Such notice, consent, document or communication shall be deemed given upon
personal delivery or receipt at the address of the party stated above or at any
other address specified by such party to the other party in writing, except that
if delivery is refused or cannot be made for any reason, then such notice shall
be deemed given on the third day after it is sent.

                  5.2 Entire Agreement. This Agreement contains the entire
understanding and the full and complete agreement of the parties and supersedes
and replaces any prior understandings and agreements among the parties, with
respect to the subject matter hereof.

                  5.3 Amendment. This Agreement may be altered, amended or
modified only in a writing, signed by both of the parties hereto. Headings
included in this Agreement are for convenience only and are not intended to
limit or expand the rights of the parties hereto. References to Sections herein
shall mean sections of the text of this Agreement, unless otherwise indicated.

                  5.4 Assignability. This Agreement and the rights and duties
set forth herein may not be assigned by the Consultant, but may be assigned by
the Company, in whole or in part. This Agreement shall be binding on and inure
to the benefit of each party and such party's respective heirs, legal
representatives, successors and assigns.

                  5.5 Severability. If any court of competent jurisdiction
determines that any provision of this Agreement is invalid or unenforceable,
then such invalidity or unenforceability shall have no effect on the other
provisions hereof, which shall remain valid, binding and enforceable and in full
force and effect, and such invalid or unenforceable provision shall be construed
in a manner so as to give the maximum valid and enforceable effect to the intent
of the parties expressed therein.

                  5.6 Waiver of Breach. The waiver by either party of the breach
of any provision of this Agreement shall not operate or be construed as a waiver
of any subsequent breach by either party.
<PAGE>

                  5.7 Governing Law; Construction. This Agreement shall be
governed by the internal laws of the Commonwealth of Pennsylvania, without
regard to any rules of construction concerning the draftsman hereof.

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



                                               COMPANY:

                                               DIGITAL DESCRIPTOR SYSTEMS, INC.
                                               ---------------------------------
                                               By:
                                                  ------------------------------
                                                    Garrett U. Cohn, President
                                                  ------------------------------


                                               CONSULTANT:

                                               ---------------------------------
                                               Ralph Hallenbeck





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.4
<SEQUENCE>6
<FILENAME>ex41-4.txt
<DESCRIPTION>EXHIBIR 4.1.4
<TEXT>
<PAGE>


                                                                   EXHIBIT 4.1.4

                   CONSULTANTS AND ADVISORS COMPENSATION PLAN
            CONFIDENTIALITY AGREEMENT AND GRANT OF OPTIONS AND SHARES

                  THIS AGREEMENT is executed as of this 10th day of September,
2001, by and between DIGITAL DESCRIPTOR SYSTEMS, INC., a Delaware corporation
(the "Company"), and James Gilligan ("the Consultant", which shall include
"Advisors").

                                    RECITALS

                  The Company desires to retain the Consultant, and the
Consultant desires to offer services to the Company, on the terms and conditions
set forth herein.

                  The parties believe it is in their best interests to make
provision for certain aspects of their relationship during and after the period
in which the Consultant offers services to the Company.

                  NOW, THEREFORE, in consideration of the premises and the
mutual agreements and covenants contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the Company and the Consultant,

                  IT IS HEREBY AGREED AS FOLLOWS:

                                    ARTICLE I
                                   ENGAGEMENT

                  1.1 Term of Engagement. The Consultant shall perform advisory
and consulting services for the Company, for the period commencing on the date
hereof and ending on March 10, 2002, subject to earlier termination as
hereinafter set forth in Article III (the "Engagement").

                  1.2 Consulting Duties. The Consultant shall furnish consulting
and advisory services concerning increasing sales of CPC Lite to criminal
justice and commercial market such matters related to the business of the
Company as may from time-to-time be requested by the Company, including, without
limitation, administration, marketing, sales and new product and service
development.

                  1.3      Independent Contractor Status.
                           -----------------------------

                           (a) Each party shall remain solely responsible and
liable for compliance with all local, state and federal laws and regulations
including, without limitation, federal and state securities laws.

                           (b) Neither party shall have any liability or
obligation of any kind for claims brought upon the other as a result of either
party carrying out the terms of this Agreement. Furthermore, the Consultant
agrees and acknowledges that he or she shall have no right to unemployment
compensation by virtue of the independent contractor relationship created
hereunder.
<PAGE>

                           (c) The parties hereto acknowledge that their
relationship shall be that of an independent contractor rather than that of
employee, agent, partnership, or a joint venture. Each party shall report
payments hereunder to all governmental agencies as that of an independent
contractor with the Company reporting amounts paid to Consultant on Form
1099-MISC (or successor form thereto) and in no event shall Company treat or
report amounts paid to Consultant as amounts paid to an employee. Neither the
Company nor the Consultant shall in any way become obligated for the debts or
expenses of the other, unless otherwise agreed in writing. The Consultant shall
not have authority to bind the Company or otherwise execute any document on
behalf of the Company, nor shall the Consultant hold itself out to the public or
any third party as possessing such authority.


                                   ARTICLE II

                                  COMPENSATION

                  2.1 Fee. The Company shall pay the Consultant compensation
shares of the Company's common stock or options totaling 200,000 shares. The
Consultant shall not receive any further compensation, nor shall the Consultant
be eligible to participate in any employee benefit or welfare plans adopted or
sponsored by the Company. The Consultant shall submit to the Company itemized
monthly invoices which shall be due at net within 30 days of invoice date. The
Company shall reimburse the Consultant for documented expenses paid by the
Consultant which were preapproved in writing.


                                   ARTICLE III

                                   TERMINATION

                  3.1 Right to Terminate. The Company and the Consultants may
terminate the Engagement and all of the Company's obligations under this
Agreement at any time and for any reason.

                  3.2 Rights Upon Termination. If the Engagement is terminated
the Consultant shall have no further rights against the Company hereunder,
except for the right to receive (i) any unpaid Fee with respect to the period
prior to the effective date of termination, and (ii) reimbursement of expenses
to which the Consultant is entitled.

                  3.3 Continuing Obligation. The Consultant shall continue,
after termination, to be bound by the terms of Article IV below and State and
Federal Trading regulations on non-public information.

                                   ARTICLE IV

                                 CONFIDENTIALITY

                  4.1 Confidential and Non-Public Information; Intellectual
Property.
<PAGE>

                           (a) Confidential Information. The Consultant will
acquire information of a confidential nature relating to the operation,
finances, business relationships and trade secrets of the Company, including,
but not limited to non-public information concerning the Company's financial and
business prospects. During Engagement and for a period of two years following
termination thereof, within the geographical area in which such use, publication
or disclosure could harm the Company's existing or potential business interests,
the Consultant will not use (except for use in the course of the Consultant's
authorized Engagement with the Company), publish, disclose or authorize anyone
else to use, publish or disclose, without the prior written consent of the
Company, any confidential and non-public information pertaining to the Company
or its affiliated entities, including, without limitation, any information
relating to existing or potential business, customers, trade or industrial
practices, plans, costs, processes, technical or engineering data, or trade
secrets, and financial information; provided, however, that following
termination of the Engagement, the Consultant shall be prohibited from ever
using, publishing, disclosing or authorizing anyone else to use, publish or
disclose, any confidential information which constitutes a trade secret under
applicable law. The Consultant shall not remove or retain any figures,
calculations, formulae, letters, papers, software, abstracts, summaries,
drawings, blueprints, diskettes or any other material, or copies thereof, which
contain or embody any confidential information of the Company, except for use in
the course of the Consultant's regular authorized duties on behalf of the
Company. The foregoing notwithstanding, the Consultant has no obligation to
refrain from using, publishing or disclosing any such confidential information
which is or hereafter shall become available to the public otherwise than by
use, publication or disclosure by the Consultant. This prohibition also does not
prohibit the Consultant's use of general skills and know-how acquired during and
prior to the Engagement, as long as such use does not involve the use,
publication or disclosure of the Company's confidential information.

                  4.2 Return of Documents. Immediately upon termination of the
Engagement, the Consultant will return to the Company, and so certify in writing
to the Company, all the Company's papers, documents and things, including
information stored for use in or with computers and software applicable to the
Company's business (and all copies thereof), which are in the Consultant's
possession or under the Consultant's control, regardless whether such papers,
documents or things contain confidential information or trade secrets.

                  4.3 Equitable Relief. The Consultant acknowledges that any
breach of this Agreement will cause substantial and irreparable harm to the
Company for which money damages would be an inadequate remedy. Accordingly, the
Company shall in any such event be entitled to obtain injunctive and other forms
of equitable relief to prevent such breach and to recover from the Consultant
the Company's costs (including without limitation reasonable attorneys' fees)
incurred in connection with enforcing this Agreement, in addition to any other
rights or remedies available at law, in equity or by statute.

                                    ARTICLE V

                               GENERAL PROVISIONS

                  5.1 Notices. Any and all notices, consents, documents or
communications provided for in this Agreement shall be given in writing and
shall be personally delivered, mailed by registered or certified mail (return
receipt requested) or sent by courier, confirmed by receipt, and addressed as
follows (or to such other address as the addressed party may have substituted by
notice pursuant to this Section 5.1):
<PAGE>

                            (a)     If to the Company:

                                    Digital Descriptors Systems, Inc.
                                    446 Lincoln Highway
                                    Fairless Hills, PA  19030
                                    Attn:   Garrett U. Cohn, President


                           (b)      If to the Consultant:

                                    James Gilligan ______
                                    C/O About Face Communications____
                                    One Oxford Valley/Suite 810__
                                    Langhorne, PA  19047_____


Such notice, consent, document or communication shall be deemed given upon
personal delivery or receipt at the address of the party stated above or at any
other address specified by such party to the other party in writing, except that
if delivery is refused or cannot be made for any reason, then such notice shall
be deemed given on the third day after it is sent.

                  5.2 Entire Agreement. This Agreement contains the entire
understanding and the full and complete agreement of the parties and supersedes
and replaces any prior understandings and agreements among the parties, with
respect to the subject matter hereof.

                  5.3 Amendment. This Agreement may be altered, amended or
modified only in a writing, signed by both of the parties hereto. Headings
included in this Agreement are for convenience only and are not intended to
limit or expand the rights of the parties hereto. References to Sections herein
shall mean sections of the text of this Agreement, unless otherwise indicated.

                  5.4 Assignability. This Agreement and the rights and duties
set forth herein may not be assigned by the Consultant, but may be assigned by
the Company, in whole or in part. This Agreement shall be binding on and inure
to the benefit of each party and such party's respective heirs, legal
representatives, successors and assigns.

                  5.5 Severability. If any court of competent jurisdiction
determines that any provision of this Agreement is invalid or unenforceable,
then such invalidity or unenforceability shall have no effect on the other
provisions hereof, which shall remain valid, binding and enforceable and in full
force and effect, and such invalid or unenforceable provision shall be construed
in a manner so as to give the maximum valid and enforceable effect to the intent
of the parties expressed therein.

                  5.6 Waiver of Breach. The waiver by either party of the breach
of any provision of this Agreement shall not operate or be construed as a waiver
of any subsequent breach by either party.
<PAGE>

                  5.7 Governing Law; Construction. This Agreement shall be
governed by the internal laws of the Commonwealth of Pennsylvania, without
regard to any rules of construction concerning the draftsman hereof.

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



                                               COMPANY:

                                               DIGITAL DESCRIPTOR SYSTEMS, INC.
                                               ---------------------------------
                                               By:
                                                  ------------------------------
                                                    Garrett U. Cohn, President
                                                  ------------------------------


                                               CONSULTANT:

                                               ---------------------------------
                                               James Gilligan


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>7
<FILENAME>ex41-5.txt
<DESCRIPTION>EXHIBIT 4.1.5
<TEXT>
<PAGE>


                                                                   EXHIBIT 4.1.5

                   CONSULTANTS AND ADVISORS COMPENSATION PLAN
            CONFIDENTIALITY AGREEMENT AND GRANT OF OPTIONS AND SHARES

                  THIS AGREEMENT is executed as of this 13th day of August,
2001, by and between DIGITAL DESCRIPTOR SYSTEMS, INC., a Delaware corporation
(the "Company"), and Scott McBride ("the Consultant", which shall include
"Advisors").

                                    RECITALS

                  The Company desires to retain the Consultant, and the
Consultant desires to offer services to the Company, on the terms and conditions
set forth herein.

                  The parties believe it is in their best interests to make
provision for certain aspects of their relationship during and after the period
in which the Consultant offers services to the Company.

                  NOW, THEREFORE, in consideration of the premises and the
mutual agreements and covenants contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the Company and the Consultant,

                  IT IS HEREBY AGREED AS FOLLOWS:

                                    ARTICLE I
                                   ENGAGEMENT

                  1.1 Term of Engagement. The Consultant shall perform advisory
and consulting services for the Company, for the period commencing on the date
hereof and ending on February 13, 2002, subject to earlier termination as
hereinafter set forth in Article III (the "Engagement").

                  1.2 Consulting Duties. The Consultant shall furnish consulting
and advisory services concerning increasing sales of CPC Lite to criminal
justice and commercial market such matters related to the business of the
Company as may from time-to-time be requested by the Company, including, without
limitation, administration, marketing, sales and new product and service
development.

                  1.3      Independent Contractor Status.

                           (a) Each party shall remain solely responsible and
liable for compliance with all local, state and federal laws and regulations
including, without limitation, federal and state securities laws.

                           (b) Neither party shall have any liability or
obligation of any kind for claims brought upon the other as a result of either
party carrying out the terms of this Agreement. Furthermore, the Consultant
agrees and acknowledges that he or she shall have no right to unemployment
compensation by virtue of the independent contractor relationship created
hereunder.
<PAGE>

                           (c) The parties hereto acknowledge that their
relationship shall be that of an independent contractor rather than that of
employee, agent, partnership, or a joint venture. Each party shall report
payments hereunder to all governmental agencies as that of an independent
contractor with the Company reporting amounts paid to Consultant on Form
1099-MISC (or successor form thereto) and in no event shall Company treat or
report amounts paid to Consultant as amounts paid to an employee. Neither the
Company nor the Consultant shall in any way become obligated for the debts or
expenses of the other, unless otherwise agreed in writing. The Consultant shall
not have authority to bind the Company or otherwise execute any document on
behalf of the Company, nor shall the Consultant hold itself out to the public or
any third party as possessing such authority.


                                   ARTICLE II

                                  COMPENSATION

                  2.1 Fee. The Company shall pay the Consultant compensation
shares of the Company's common stock or options totaling 200,000 shares. The
Consultant shall not receive any further compensation, nor shall the Consultant
be eligible to participate in any employee benefit or welfare plans adopted or
sponsored by the Company. The Consultant shall submit to the Company itemized
monthly invoices which shall be due at net within 30 days of invoice date. The
Company shall reimburse the Consultant for documented expenses paid by the
Consultant which were preapproved in writing.


                                   ARTICLE III

                                   TERMINATION

                  3.1 Right to Terminate. The Company and the Consultants may
terminate the Engagement and all of the Company's obligations under this
Agreement at any time and for any reason.

                  3.2 Rights Upon Termination. If the Engagement is terminated
the Consultant shall have no further rights against the Company hereunder,
except for the right to receive (i) any unpaid Fee with respect to the period
prior to the effective date of termination, and (ii) reimbursement of expenses
to which the Consultant is entitled.

                  3.3 Continuing Obligation. The Consultant shall continue,
after termination, to be bound by the terms of Article IV below and State and
Federal Trading regulations on non-public information.

                                   ARTICLE IV

                                 CONFIDENTIALITY

                  4.1 Confidential and Non-Public Information; Intellectual
Property.
<PAGE>

                           (a) Confidential Information. The Consultant will
acquire information of a confidential nature relating to the operation,
finances, business relationships and trade secrets of the Company, including,
but not limited to non-public information concerning the Company's financial and
business prospects. During Engagement and for a period of two years following
termination thereof, within the geographical area in which such use, publication
or disclosure could harm the Company's existing or potential business interests,
the Consultant will not use (except for use in the course of the Consultant's
authorized Engagement with the Company), publish, disclose or authorize anyone
else to use, publish or disclose, without the prior written consent of the
Company, any confidential and non-public information pertaining to the Company
or its affiliated entities, including, without limitation, any information
relating to existing or potential business, customers, trade or industrial
practices, plans, costs, processes, technical or engineering data, or trade
secrets, and financial information; provided, however, that following
termination of the Engagement, the Consultant shall be prohibited from ever
using, publishing, disclosing or authorizing anyone else to use, publish or
disclose, any confidential information which constitutes a trade secret under
applicable law. The Consultant shall not remove or retain any figures,
calculations, formulae, letters, papers, software, abstracts, summaries,
drawings, blueprints, diskettes or any other material, or copies thereof, which
contain or embody any confidential information of the Company, except for use in
the course of the Consultant's regular authorized duties on behalf of the
Company. The foregoing notwithstanding, the Consultant has no obligation to
refrain from using, publishing or disclosing any such confidential information
which is or hereafter shall become available to the public otherwise than by
use, publication or disclosure by the Consultant. This prohibition also does not
prohibit the Consultant's use of general skills and know-how acquired during and
prior to the Engagement, as long as such use does not involve the use,
publication or disclosure of the Company's confidential information.

                  4.2 Return of Documents. Immediately upon termination of the
Engagement, the Consultant will return to the Company, and so certify in writing
to the Company, all the Company's papers, documents and things, including
information stored for use in or with computers and software applicable to the
Company's business (and all copies thereof), which are in the Consultant's
possession or under the Consultant's control, regardless whether such papers,
documents or things contain confidential information or trade secrets.

                  4.3 Equitable Relief. The Consultant acknowledges that any
breach of this Agreement will cause substantial and irreparable harm to the
Company for which money damages would be an inadequate remedy. Accordingly, the
Company shall in any such event be entitled to obtain injunctive and other forms
of equitable relief to prevent such breach and to recover from the Consultant
the Company's costs (including without limitation reasonable attorneys' fees)
incurred in connection with enforcing this Agreement, in addition to any other
rights or remedies available at law, in equity or by statute.

                                    ARTICLE V

                               GENERAL PROVISIONS

                  5.1 Notices. Any and all notices, consents, documents or
communications provided for in this Agreement shall be given in writing and
shall be personally delivered, mailed by registered or certified mail (return
receipt requested) or sent by courier, confirmed by receipt, and addressed as
follows (or to such other address as the addressed party may have substituted by
notice pursuant to this Section 5.1):
<PAGE>

                            (a)     If to the Company:

                                    Digital Descriptors Systems, Inc.
                                    446 Lincoln Highway
                                    Fairless Hills, PA  19030
                                    Attn:   Garrett U. Cohn, President


                           (b)      If to the Consultant:

                                    Scott McBride ______
                                    C/O About Face Communications____
                                    One Oxford Valley/Suite 810__
                                    Langhorne, PA  19047_____


Such notice, consent, document or communication shall be deemed given upon
personal delivery or receipt at the address of the party stated above or at any
other address specified by such party to the other party in writing, except that
if delivery is refused or cannot be made for any reason, then such notice shall
be deemed given on the third day after it is sent.

                  5.2 Entire Agreement. This Agreement contains the entire
understanding and the full and complete agreement of the parties and supersedes
and replaces any prior understandings and agreements among the parties, with
respect to the subject matter hereof.

                  5.3 Amendment. This Agreement may be altered, amended or
modified only in a writing, signed by both of the parties hereto. Headings
included in this Agreement are for convenience only and are not intended to
limit or expand the rights of the parties hereto. References to Sections herein
shall mean sections of the text of this Agreement, unless otherwise indicated.

                  5.4 Assignability. This Agreement and the rights and duties
set forth herein may not be assigned by the Consultant, but may be assigned by
the Company, in whole or in part. This Agreement shall be binding on and inure
to the benefit of each party and such party's respective heirs, legal
representatives, successors and assigns.

                  5.5 Severability. If any court of competent jurisdiction
determines that any provision of this Agreement is invalid or unenforceable,
then such invalidity or unenforceability shall have no effect on the other
provisions hereof, which shall remain valid, binding and enforceable and in full
force and effect, and such invalid or unenforceable provision shall be construed
in a manner so as to give the maximum valid and enforceable effect to the intent
of the parties expressed therein.

                  5.6 Waiver of Breach. The waiver by either party of the breach
of any provision of this Agreement shall not operate or be construed as a waiver
of any subsequent breach by either party.
<PAGE>

                  5.7 Governing Law; Construction. This Agreement shall be
governed by the internal laws of the Commonwealth of Pennsylvania, without
regard to any rules of construction concerning the draftsman hereof.

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



                                               COMPANY:

                                               DIGITAL DESCRIPTOR SYSTEMS, INC.
                                               ---------------------------------
                                               By:
                                                  ------------------------------
                                                    Garrett U. Cohn, President
                                                  ------------------------------


                                               CONSULTANT:

                                               ---------------------------------
                                               Scott McBride


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>8
<FILENAME>ex41-6.txt
<DESCRIPTION>EXHIBIT 4.1.6
<TEXT>
<PAGE>


                                                                   EXHIBIT 4.1.6

                   CONSULTANTS AND ADVISORS COMPENSATION PLAN
            CONFIDENTIALITY AGREEMENT AND GRANT OF OPTIONS AND SHARES

                  THIS AGREEMENT is executed as of this 2nd day of November,
2001, by and between DIGITAL DESCRIPTOR SYSTEMS, INC., a Delaware corporation
(the "Company"), and David Millery ("the Consultant", which shall include
"Advisors").

                                    RECITALS

                  The Company desires to retain the Consultant, and the
Consultant desires to offer services to the Company, on the terms and conditions
set forth herein.

                  The parties believe it is in their best interests to make
provision for certain aspects of their relationship during and after the period
in which the Consultant offers services to the Company.

                  NOW, THEREFORE, in consideration of the premises and the
mutual agreements and covenants contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the Company and the Consultant,

                  IT IS HEREBY AGREED AS FOLLOWS:

                                    ARTICLE I

                                   ENGAGEMENT

                  1.1 Term of Engagement. The Consultant shall perform advisory
and consulting services for the Company, for the period commencing on the date
hereof and ending on May 2, 2002, subject to earlier termination as hereinafter
set forth in Article III (the "Engagement").

                  1.2 Consulting Duties. The Consultant shall furnish consulting
and advisory services concerning advice regarding Compu-Capture Enterprise
System and such matters related to the business of the Company as may from
time-to-time be requested by the Company, including, without limitation,
administration, marketing, sales and new product and service development.

                  1.3 Independent Contractor Status.

                           (a) Each party shall remain solely responsible and
liable for compliance with all local, state and federal laws and regulations
including, without limitation, federal and state securities laws.

                           (b) Neither party shall have any liability or
obligation of any kind for claims brought upon the other as a result of either
party carrying out the terms of this Agreement. Furthermore, the Consultant
agrees and acknowledges that he or she shall have no right to unemployment
compensation by virtue of the independent contractor relationship created
hereunder.

<PAGE>


                           (c) The parties hereto acknowledge that their
relationship shall be that of an independent contractor rather than that of
employee, agent, partnership, or a joint venture. Each party shall report
payments hereunder to all governmental agencies as that of an independent
contractor with the Company reporting amounts paid to Consultant on Form
1099-MISC (or successor form thereto) and in no event shall Company treat or
report amounts paid to Consultant as amounts paid to an employee. Neither the
Company nor the Consultant shall in any way become obligated for the debts or
expenses of the other, unless otherwise agreed in writing. The Consultant shall
not have authority to bind the Company or otherwise execute any document on
behalf of the Company, nor shall the Consultant hold itself out to the public or
any third party as possessing such authority.


                                   ARTICLE II

                                  COMPENSATION

                  2.1 Fee. The Company shall pay the Consultant compensation
shares of the Company's common stock or options totaling 25,000 shares. The
Consultant shall not receive any further compensation, nor shall the Consultant
be eligible to participate in any employee benefit or welfare plans adopted or
sponsored by the Company. The Consultant shall submit to the Company itemized
monthly invoices which shall be due at net within 30 days of invoice date. The
Company shall reimburse the Consultant for documented expenses paid by the
Consultant which were preapproved in writing.


                                   ARTICLE III

                                   TERMINATION

                  3.1 Right to Terminate. The Company and the Consultants may
terminate the Engagement and all of the Company's obligations under this
Agreement at any time and for any reason.

                  3.2 Rights Upon Termination. If the Engagement is terminated
the Consultant shall have no further rights against the Company hereunder,
except for the right to receive (i) any unpaid Fee with respect to the period
prior to the effective date of termination, and (ii) reimbursement of expenses
to which the Consultant is entitled.

                  3.3 Continuing Obligation. The Consultant shall continue,
after termination, to be bound by the terms of Article IV below and State and
Federal Trading regulations on non-public information.

                                   ARTICLE IV

                                 CONFIDENTIALITY

                  4.1 Confidential and Non-Public Information; Intellectual
Property.
<PAGE>

                           (a) Confidential Information. The Consultant will
acquire information of a confidential nature relating to the operation,
finances, business relationships and trade secrets of the Company, including,
but not limited to non-public information concerning the Company's financial and
business prospects. During Engagement and for a period of two years following
termination thereof, within the geographical area in which such use, publication
or disclosure could harm the Company's existing or potential business interests,
the Consultant will not use (except for use in the course of the Consultant's
authorized Engagement with the Company), publish, disclose or authorize anyone
else to use, publish or disclose, without the prior written consent of the
Company, any confidential and non-public information pertaining to the Company
or its affiliated entities, including, without limitation, any information
relating to existing or potential business, customers, trade or industrial
practices, plans, costs, processes, technical or engineering data, or trade
secrets, and financial information; provided, however, that following
termination of the Engagement, the Consultant shall be prohibited from ever
using, publishing, disclosing or authorizing anyone else to use, publish or
disclose, any confidential information which constitutes a trade secret under
applicable law. The Consultant shall not remove or retain any figures,
calculations, formulae, letters, papers, software, abstracts, summaries,
drawings, blueprints, diskettes or any other material, or copies thereof, which
contain or embody any confidential information of the Company, except for use in
the course of the Consultant's regular authorized duties on behalf of the
Company. The foregoing notwithstanding, the Consultant has no obligation to
refrain from using, publishing or disclosing any such confidential information
which is or hereafter shall become available to the public otherwise than by
use, publication or disclosure by the Consultant. This prohibition also does not
prohibit the Consultant's use of general skills and know-how acquired during and
prior to the Engagement, as long as such use does not involve the use,
publication or disclosure of the Company's confidential information.

                  4.2 Return of Documents. Immediately upon termination of the
Engagement, the Consultant will return to the Company, and so certify in writing
to the Company, all the Company's papers, documents and things, including
information stored for use in or with computers and software applicable to the
Company's business (and all copies thereof), which are in the Consultant's
possession or under the Consultant's control, regardless whether such papers,
documents or things contain confidential information or trade secrets.

                  4.3 Equitable Relief. The Consultant acknowledges that any
breach of this Agreement will cause substantial and irreparable harm to the
Company for which money damages would be an inadequate remedy. Accordingly, the
Company shall in any such event be entitled to obtain injunctive and other forms
of equitable relief to prevent such breach and to recover from the Consultant
the Company's costs (including without limitation reasonable attorneys' fees)
incurred in connection with enforcing this Agreement, in addition to any other
rights or remedies available at law, in equity or by statute.


<PAGE>

                                    ARTICLE V

                               GENERAL PROVISIONS

                  5.1 Notices. Any and all notices, consents, documents or
communications provided for in this Agreement shall be given in writing and
shall be personally delivered, mailed by registered or certified mail (return
receipt requested) or sent by courier, confirmed by receipt, and addressed as
follows (or to such other address as the addressed party may have substituted by
notice pursuant to this Section 5.1):

                            (a)     If to the Company:

                                    Digital Descriptors Systems, Inc.
                                    446 Lincoln Highway
                                    Fairless Hills, PA  19030
                                    Attn:   Garrett U. Cohn, President


                           (b)      If to the Consultant:

                                    David Millery     ______
                                    ImageVision.Net____
                                    5010 Ritter Road, Suite 101_
                                    Mechanicsburg, PA  17055__


Such notice, consent, document or communication shall be deemed given upon
personal delivery or receipt at the address of the party stated above or at any
other address specified by such party to the other party in writing, except that
if delivery is refused or cannot be made for any reason, then such notice shall
be deemed given on the third day after it is sent.

                  5.2 Entire Agreement. This Agreement contains the entire
understanding and the full and complete agreement of the parties and supersedes
and replaces any prior understandings and agreements among the parties, with
respect to the subject matter hereof.

                  5.3 Amendment. This Agreement may be altered, amended or
modified only in a writing, signed by both of the parties hereto. Headings
included in this Agreement are for convenience only and are not intended to
limit or expand the rights of the parties hereto. References to Sections herein
shall mean sections of the text of this Agreement, unless otherwise indicated.

                  5.4 Assignability. This Agreement and the rights and duties
set forth herein may not be assigned by the Consultant, but may be assigned by
the Company, in whole or in part. This Agreement shall be binding on and inure
to the benefit of each party and such party's respective heirs, legal
representatives, successors and assigns.

                  5.5 Severability. If any court of competent jurisdiction
determines that any provision of this Agreement is invalid or unenforceable,
then such invalidity or unenforceability shall have no effect on the other
provisions hereof, which shall remain valid, binding and enforceable and in full
force and effect, and such invalid or unenforceable provision shall be construed
in a manner so as to give the maximum valid and enforceable effect to the intent
of the parties expressed therein.

                  5.6 Waiver of Breach. The waiver by either party of the breach
of any provision of this Agreement shall not operate or be construed as a waiver
of any subsequent breach by either party.
<PAGE>

                  5.7 Governing Law; Construction. This Agreement shall be
governed by the internal laws of the Commonwealth of Pennsylvania, without
regard to any rules of construction concerning the draftsman hereof.

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



                                               COMPANY:

                                               DIGITAL DESCRIPTOR SYSTEMS, INC.
                                               ---------------------------------


                                               By:
                                                  ------------------------------
                                                    Garrett U. Cohn, President



                                               CONSULTANT:

                                               ---------------------------------
                                               David Millery


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>9
<FILENAME>ex41-7.txt
<DESCRIPTION>EXHIBIT 4.1.7
<TEXT>
<PAGE>


                                                                   EXHIBIT 4.1.7

                   CONSULTANTS AND ADVISORS COMPENSATION PLAN
            CONFIDENTIALITY AGREEMENT AND GRANT OF OPTIONS AND SHARES

                  THIS AGREEMENT is executed as of this 2nd day of November,
2001, by and between DIGITAL DESCRIPTOR SYSTEMS, INC., a Delaware corporation
(the "Company"), and Ken Blessing ("the Consultant", which shall include
"Advisors").

                                    RECITALS

                  The Company desires to retain the Consultant, and the
Consultant desires to offer services to the Company, on the terms and conditions
set forth herein.

                  The parties believe it is in their best interests to make
provision for certain aspects of their relationship during and after the period
in which the Consultant offers services to the Company.

                  NOW, THEREFORE, in consideration of the premises and the
mutual agreements and covenants contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the Company and the Consultant,

                  IT IS HEREBY AGREED AS FOLLOWS:

                                    ARTICLE I
                                   ENGAGEMENT


                  1.1 Term of Engagement. The Consultant shall perform advisory
and consulting services for the Company, for the period commencing on the date
hereof and ending on May 2, 2002, subject to earlier termination as hereinafter
set forth in Article III (the "Engagement").

                  1.2 Consulting Duties. The Consultant shall furnish consulting
and advisory services concerning advise regarding Compu-Capture Enterprise
System and such matters related to the business of the Company as may from
time-to-time be requested by the Company, including, without limitation,
administration, marketing, sales and new product and service development.

                  1.3 Independent Contractor Status.

                           (a) Each party shall remain solely responsible and
liable for compliance with all local, state and federal laws and regulations
including, without limitation, federal and state securities laws.

                           (b) Neither party shall have any liability or
obligation of any kind for claims brought upon the other as a result of either
party carrying out the terms of this Agreement. Furthermore, the Consultant
agrees and acknowledges that he or she shall have no right to unemployment
compensation by virtue of the independent contractor relationship created
hereunder.
<PAGE>

                           (c) The parties hereto acknowledge that their
relationship shall be that of an independent contractor rather than that of
employee, agent, partnership, or a joint venture. Each party shall report
payments hereunder to all governmental agencies as that of an independent
contractor with the Company reporting amounts paid to Consultant on Form
1099-MISC (or successor form thereto) and in no event shall Company treat or
report amounts paid to Consultant as amounts paid to an employee. Neither the
Company nor the Consultant shall in any way become obligated for the debts or
expenses of the other, unless otherwise agreed in writing. The Consultant shall
not have authority to bind the Company or otherwise execute any document on
behalf of the Company, nor shall the Consultant hold itself out to the public or
any third party as possessing such authority.


                                   ARTICLE II

                                  COMPENSATION

                  2.1 Fee. The Company shall pay the Consultant compensation
shares of the Company's common stock or options totaling 25,000 shares. The
Consultant shall not receive any further compensation, nor shall the Consultant
be eligible to participate in any employee benefit or welfare plans adopted or
sponsored by the Company. The Consultant shall submit to the Company itemized
monthly invoices which shall be due at net within 30 days of invoice date. The
Company shall reimburse the Consultant for documented expenses paid by the
Consultant which were preapproved in writing.


                                   ARTICLE III

                                   TERMINATION

                  3.1 Right to Terminate. The Company and the Consultants may
terminate the Engagement and all of the Company's obligations under this
Agreement at any time and for any reason.

                  3.2 Rights Upon Termination. If the Engagement is terminated
the Consultant shall have no further rights against the Company hereunder,
except for the right to receive (i) any unpaid Fee with respect to the period
prior to the effective date of termination, and (ii) reimbursement of expenses
to which the Consultant is entitled.

                  3.3 Continuing Obligation. The Consultant shall continue,
after termination, to be bound by the terms of Article IV below and State and
Federal Trading regulations on non-public information.

                                   ARTICLE IV

                                 CONFIDENTIALITY

                  4.1 Confidential and Non-Public Information; Intellectual
Property.
<PAGE>

                           (a) Confidential Information. The Consultant will
acquire information of a confidential nature relating to the operation,
finances, business relationships and trade secrets of the Company, including,
but not limited to non-public information concerning the Company's financial and
business prospects. During Engagement and for a period of two years following
termination thereof, within the geographical area in which such use, publication
or disclosure could harm the Company's existing or potential business interests,
the Consultant will not use (except for use in the course of the Consultant's
authorized Engagement with the Company), publish, disclose or authorize anyone
else to use, publish or disclose, without the prior written consent of the
Company, any confidential and non-public information pertaining to the Company
or its affiliated entities, including, without limitation, any information
relating to existing or potential business, customers, trade or industrial
practices, plans, costs, processes, technical or engineering data, or trade
secrets, and financial information; provided, however, that following
termination of the Engagement, the Consultant shall be prohibited from ever
using, publishing, disclosing or authorizing anyone else to use, publish or
disclose, any confidential information which constitutes a trade secret under
applicable law. The Consultant shall not remove or retain any figures,
calculations, formulae, letters, papers, software, abstracts, summaries,
drawings, blueprints, diskettes or any other material, or copies thereof, which
contain or embody any confidential information of the Company, except for use in
the course of the Consultant's regular authorized duties on behalf of the
Company. The foregoing notwithstanding, the Consultant has no obligation to
refrain from using, publishing or disclosing any such confidential information
which is or hereafter shall become available to the public otherwise than by
use, publication or disclosure by the Consultant. This prohibition also does not
prohibit the Consultant's use of general skills and know-how acquired during and
prior to the Engagement, as long as such use does not involve the use,
publication or disclosure of the Company's confidential information.

                  4.2 Return of Documents. Immediately upon termination of the
Engagement, the Consultant will return to the Company, and so certify in writing
to the Company, all the Company's papers, documents and things, including
information stored for use in or with computers and software applicable to the
Company's business (and all copies thereof), which are in the Consultant's
possession or under the Consultant's control, regardless whether such papers,
documents or things contain confidential information or trade secrets.

                  4.3 Equitable Relief. The Consultant acknowledges that any
breach of this Agreement will cause substantial and irreparable harm to the
Company for which money damages would be an inadequate remedy. Accordingly, the
Company shall in any such event be entitled to obtain injunctive and other forms
of equitable relief to prevent such breach and to recover from the Consultant
the Company's costs (including without limitation reasonable attorneys' fees)
incurred in connection with enforcing this Agreement, in addition to any other
rights or remedies available at law, in equity or by statute.

                                    ARTICLE V

                               GENERAL PROVISIONS

                  5.1 Notices. Any and all notices, consents, documents or
communications provided for in this Agreement shall be given in writing and
shall be personally delivered, mailed by registered or certified mail (return
receipt requested) or sent by courier, confirmed by receipt, and addressed as
follows (or to such other address as the addressed party may have substituted by
notice pursuant to this Section 5.1):
<PAGE>

                            (a)     If to the Company:

                                    Digital Descriptors Systems, Inc.
                                    446 Lincoln Highway
                                    Fairless Hills, PA  19030
                                    Attn:   Garrett U. Cohn, President


                           (b)      If to the Consultant:

                                    Ken Blessing      ______
                                    ImageVision.Net____
                                    5010 Ritter Road, Suite 101_
                                    Mechanicsburg, PA  17055__


Such notice, consent, document or communication shall be deemed given upon
personal delivery or receipt at the address of the party stated above or at any
other address specified by such party to the other party in writing, except that
if delivery is refused or cannot be made for any reason, then such notice shall
be deemed given on the third day after it is sent.

                  5.2 Entire Agreement. This Agreement contains the entire
understanding and the full and complete agreement of the parties and supersedes
and replaces any prior understandings and agreements among the parties, with
respect to the subject matter hereof.

                  5.3 Amendment. This Agreement may be altered, amended or
modified only in a writing, signed by both of the parties hereto. Headings
included in this Agreement are for convenience only and are not intended to
limit or expand the rights of the parties hereto. References to Sections herein
shall mean sections of the text of this Agreement, unless otherwise indicated.

                  5.4 Assignability. This Agreement and the rights and duties
set forth herein may not be assigned by the Consultant, but may be assigned by
the Company, in whole or in part. This Agreement shall be binding on and inure
to the benefit of each party and such party's respective heirs, legal
representatives, successors and assigns.

                  5.5 Severability. If any court of competent jurisdiction
determines that any provision of this Agreement is invalid or unenforceable,
then such invalidity or unenforceability shall have no effect on the other
provisions hereof, which shall remain valid, binding and enforceable and in full
force and effect, and such invalid or unenforceable provision shall be construed
in a manner so as to give the maximum valid and enforceable effect to the intent
of the parties expressed therein.

                  5.6 Waiver of Breach. The waiver by either party of the breach
of any provision of this Agreement shall not operate or be construed as a waiver
of any subsequent breach by either party.
<PAGE>

                  5.7 Governing Law; Construction. This Agreement shall be
governed by the internal laws of the Commonwealth of Pennsylvania, without
regard to any rules of construction concerning the draftsman hereof.

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



                                               COMPANY:

                                               DIGITAL DESCRIPTOR SYSTEMS, INC.
                                               ---------------------------------


                                               By:
                                                  ------------------------------
                                                    Garrett U. Cohn, President



                                               CONSULTANT:

                                               ---------------------------------
                                               Ken Blessing


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>10
<FILENAME>ex41-8.txt
<DESCRIPTION>EXHIBIT 4.1.8
<TEXT>
<PAGE>


                                                                   EXHIBIT 4.1.8

                   CONSULTANTS AND ADVISORS COMPENSATION PLAN
            CONFIDENTIALITY AGREEMENT AND GRANT OF OPTIONS AND SHARES

                  THIS AGREEMENT is executed as of this March 7, 2001, by and
between DIGITAL DESCRIPTOR SYSTEMS, INC., a Delaware corporation (the
"Company"), and Frank Guthart ("the Consultant", which shall include
"Advisors").

                                    RECITALS

                  The Company desires to retain the Consultant, and the
Consultant desires to offer services to the Company, on the terms and conditions
set forth herein.

                  The parties believe it is in their best interests to make
provision for certain aspects of their relationship during and after the period
in which the Consultant offers services to the Company.

                  NOW, THEREFORE, in consideration of the premises and the
mutual agreements and covenants contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the Company and the Consultant,

                  IT IS HEREBY AGREED AS FOLLOWS:

                                    ARTICLE I

                                   ENGAGEMENT
                  1.1 Term of Engagement. The Consultant shall perform advisory
and consulting services for the Company, for the period commencing on the date
hereof and ending on March 7, 2002 subject to earlier termination as hereinafter
set forth in Article III (the "Engagement").

                  1.2 Consulting Duties. The Consultant shall furnish consulting
and advisory services to increase recognition of DDSI through Federal Contracts
and such matters related to the business of the Company as may from time-to-time
be requested by the Company, including, without limitation, administration,
marketing, sales and new product and service development.

                  1.3 Independent Contractor Status.

                           (a) Each party shall remain solely responsible and
liable for compliance with all local, state and federal laws and regulations
including, without limitation, federal and state securities laws.

                           (b) Neither party shall have any liability or
obligation of any kind for claims brought upon the other as a result of either
party carrying out the terms of this Agreement. Furthermore, the Consultant
agrees and acknowledges that he or she shall have no right to unemployment
compensation by virtue of the independent contractor relationship created
hereunder.
<PAGE>

                           (c) The parties hereto acknowledge that their
relationship shall be that of an independent contractor rather than that of
employee, agent, partnership, or a joint venture. Each party shall report
payments hereunder to all governmental agencies as that of an independent
contractor with the Company reporting amounts paid to Consultant on Form
1099-MISC (or successor form thereto) and in no event shall Company treat or
report amounts paid to Consultant as amounts paid to an employee. Neither the
Company nor the Consultant shall in any way become obligated for the debts or
expenses of the other, unless otherwise agreed in writing. The Consultant shall
not have authority to bind the Company or otherwise execute any document on
behalf of the Company, nor shall the Consultant hold itself out to the public or
any third party as possessing such authority.


                                   ARTICLE II

                                  COMPENSATION

                  2.1 Fee. The Company shall pay the Consultant compensation
shares of the Company's common stock or options totaling 25,000 shares. The
Consultant shall not receive any further compensation, nor shall the Consultant
be eligible to participate in any employee benefit or welfare plans adopted or
sponsored by the Company. The Consultant shall submit to the Company itemized
monthly invoices which shall be due at net within 30 days of invoice date. The
Company shall reimburse the Consultant for documented expenses paid by the
Consultant which were preapproved in writing.


                                   ARTICLE III

                                   TERMINATION

                  3.1 Right to Terminate. The Company and the Consultants may
terminate the Engagement and all of the Company's obligations under this
Agreement at any time and for any reason.

                  3.2 Rights Upon Termination. If the Engagement is terminated
the Consultant shall have no further rights against the Company hereunder,
except for the right to receive (i) any unpaid Fee with respect to the period
prior to the effective date of termination, and (ii) reimbursement of expenses
to which the Consultant is entitled.

                  3.3 Continuing Obligation. The Consultant shall continue,
after termination, to be bound by the terms of Article IV below and State and
Federal Trading regulations on non-public information.

                                   ARTICLE IV

                                 CONFIDENTIALITY

                  4.1 Confidential and Non-Public Information; Intellectual
Property.
<PAGE>

                           (a) Confidential Information. The Consultant will
acquire information of a confidential nature relating to the operation,
finances, business relationships and trade secrets of the Company, including,
but not limited to non-public information concerning the Company's financial and
business prospects. During Engagement and for a period of two years following
termination thereof, within the geographical area in which such use, publication
or disclosure could harm the Company's existing or potential business interests,
the Consultant will not use (except for use in the course of the Consultant's
authorized Engagement with the Company), publish, disclose or authorize anyone
else to use, publish or disclose, without the prior written consent of the
Company, any confidential and non-public information pertaining to the Company
or its affiliated entities, including, without limitation, any information
relating to existing or potential business, customers, trade or industrial
practices, plans, costs, processes, technical or engineering data, or trade
secrets, and financial information; provided, however, that following
termination of the Engagement, the Consultant shall be prohibited from ever
using, publishing, disclosing or authorizing anyone else to use, publish or
disclose, any confidential information which constitutes a trade secret under
applicable law. The Consultant shall not remove or retain any figures,
calculations, formulae, letters, papers, software, abstracts, summaries,
drawings, blueprints, diskettes or any other material, or copies thereof, which
contain or embody any confidential information of the Company, except for use in
the course of the Consultant's regular authorized duties on behalf of the
Company. The foregoing notwithstanding, the Consultant has no obligation to
refrain from using, publishing or disclosing any such confidential information
which is or hereafter shall become available to the public otherwise than by
use, publication or disclosure by the Consultant. This prohibition also does not
prohibit the Consultant's use of general skills and know-how acquired during and
prior to the Engagement, as long as such use does not involve the use,
publication or disclosure of the Company's confidential information.

                  4.2 Return of Documents. Immediately upon termination of the
Engagement, the Consultant will return to the Company, and so certify in writing
to the Company, all the Company's papers, documents and things, including
information stored for use in or with computers and software applicable to the
Company's business (and all copies thereof), which are in the Consultant's
possession or under the Consultant's control, regardless whether such papers,
documents or things contain confidential information or trade secrets.

                  4.3 Equitable Relief. The Consultant acknowledges that any
breach of this Agreement will cause substantial and irreparable harm to the
Company for which money damages would be an inadequate remedy. Accordingly, the
Company shall in any such event be entitled to obtain injunctive and other forms
of equitable relief to prevent such breach and to recover from the Consultant
the Company's costs (including without limitation reasonable attorneys' fees)
incurred in connection with enforcing this Agreement, in addition to any other
rights or remedies available at law, in equity or by statute.


<PAGE>

                                    ARTICLE V

                               GENERAL PROVISIONS

                  5.1 Notices. Any and all notices, consents, documents or
communications provided for in this Agreement shall be given in writing and
shall be personally delivered, mailed by registered or certified mail (return
receipt requested) or sent by courier, confirmed by receipt, and addressed as
follows (or to such other address as the addressed party may have substituted by
notice pursuant to this Section 5.1):

                            (a)     If to the Company:

                                    Digital Descriptors Systems, Inc.
                                    446 Lincoln Highway
                                    Fairless Hills, PA  19030
                                    Attn:   Garrett U. Cohn, President


                           (b)      If to the Consultant:

                                    Frank Guthart     ______
                                    229 Newtown Road_
                                    Plainview, NY  11803______
                                    __________________


Such notice, consent, document or communication shall be deemed given upon
personal delivery or receipt at the address of the party stated above or at any
other address specified by such party to the other party in writing, except that
if delivery is refused or cannot be made for any reason, then such notice shall
be deemed given on the third day after it is sent.

                  5.2 Entire Agreement. This Agreement contains the entire
understanding and the full and complete agreement of the parties and supersedes
and replaces any prior understandings and agreements among the parties, with
respect to the subject matter hereof.

                  5.3 Amendment. This Agreement may be altered, amended or
modified only in a writing, signed by both of the parties hereto. Headings
included in this Agreement are for convenience only and are not intended to
limit or expand the rights of the parties hereto. References to Sections herein
shall mean sections of the text of this Agreement, unless otherwise indicated.

                  5.4 Assignability. This Agreement and the rights and duties
set forth herein may not be assigned by the Consultant, but may be assigned by
the Company, in whole or in part. This Agreement shall be binding on and inure
to the benefit of each party and such party's respective heirs, legal
representatives, successors and assigns.

                  5.5 Severability. If any court of competent jurisdiction
determines that any provision of this Agreement is invalid or unenforceable,
then such invalidity or unenforceability shall have no effect on the other
provisions hereof, which shall remain valid, binding and enforceable and in full
force and effect, and such invalid or unenforceable provision shall be construed
in a manner so as to give the maximum valid and enforceable effect to the intent
of the parties expressed therein.


<PAGE>

                  5.6 Waiver of Breach. The waiver by either party of the breach
of any provision of this Agreement shall not operate or be construed as a waiver
of any subsequent breach by either party.

                  5.7 Governing Law; Construction. This Agreement shall be
governed by the internal laws of the Commonwealth of Pennsylvania, without
regard to any rules of construction concerning the draftsman hereof.

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



                                               COMPANY:

                                               DIGITAL DESCRIPTOR SYSTEMS, INC.
                                               ---------------------------------


                                               By:
                                                  ------------------------------
                                                    Garrett U. Cohn, President



                                               CONSULTANT:

                                               ---------------------------------
                                               Frank Guthart


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>11
<FILENAME>ex41-9.txt
<DESCRIPTION>EXHIBIT 4.1.9
<TEXT>
<PAGE>


                                                                   EXHIBIT 4.1.9

                   CONSULTANTS AND ADVISORS COMPENSATION PLAN
            CONFIDENTIALITY AGREEMENT AND GRANT OF OPTIONS AND SHARES

                  THIS AGREEMENT is executed as of this 10TH day of January,
2001, by and between DIGITAL DESCRIPTOR SYSTEMS, INC., a Delaware corporation
(the "Company"), and George Rabine ("the Consultant", which shall include
"Advisors").

                                    RECITALS

                  The Company desires to retain the Consultant, and the
Consultant desires to offer services to the Company, on the terms and conditions
set forth herein.

                  The parties believe it is in their best interests to make
provision for certain aspects of their relationship during and after the period
in which the Consultant offers services to the Company.

                  NOW, THEREFORE, in consideration of the premises and the
mutual agreements and covenants contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the Company and the Consultant,

                  IT IS HEREBY AGREED AS FOLLOWS:

                                    ARTICLE I
                                   ENGAGEMENT

                  1.1 Term of Engagement. The Consultant shall perform advisory
and consulting services for the Company, for the period commencing on the date
hereof and ending on January 10, 2002 subject to earlier termination as
hereinafter set forth in Article III (the "Engagement").

                  1.2 Consulting Duties. The Consultant shall furnish consulting
and advisory services concerning recognition and contacts of DDSI in the Asian
market and such matters related to the business of the Company as may from
time-to-time be requested by the Company, including, without limitation,
administration, marketing, sales and new product and service development.

                  1.3 Independent Contractor Status.

                           (a) Each party shall remain solely responsible and
liable for compliance with all local, state and federal laws and regulations
including, without limitation, federal and state securities laws.

                           (b) Neither party shall have any liability or
obligation of any kind for claims brought upon the other as a result of either
party carrying out the terms of this Agreement. Furthermore, the Consultant
agrees and acknowledges that he or she shall have no right to unemployment
compensation by virtue of the independent contractor relationship created
hereunder.
<PAGE>

                           (c) The parties hereto acknowledge that their
relationship shall be that of an independent contractor rather than that of
employee, agent, partnership, or a joint venture. Each party shall report
payments hereunder to all governmental agencies as that of an independent
contractor with the Company reporting amounts paid to Consultant on Form
1099-MISC (or successor form thereto) and in no event shall Company treat or
report amounts paid to Consultant as amounts paid to an employee. Neither the
Company nor the Consultant shall in any way become obligated for the debts or
expenses of the other, unless otherwise agreed in writing. The Consultant shall
not have authority to bind the Company or otherwise execute any document on
behalf of the Company, nor shall the Consultant hold itself out to the public or
any third party as possessing such authority.


                                   ARTICLE II

                                  COMPENSATION

                  2.1 Fee. The Company shall pay the Consultant compensation
shares of the Company's common stock or options totaling 100,000 shares. The
Consultant shall not receive any further compensation, nor shall the Consultant
be eligible to participate in any employee benefit or welfare plans adopted or
sponsored by the Company. The Consultant shall submit to the Company itemized
monthly invoices which shall be due at net within 30 days of invoice date. The
Company shall reimburse the Consultant for documented expenses paid by the
Consultant which were preapproved in writing.


                                   ARTICLE III

                                   TERMINATION

                  3.1 Right to Terminate. The Company and the Consultants may
terminate the Engagement and all of the Company's obligations under this
Agreement at any time and for any reason.

                  3.2 Rights Upon Termination. If the Engagement is terminated
the Consultant shall have no further rights against the Company hereunder,
except for the right to receive (i) any unpaid Fee with respect to the period
prior to the effective date of termination, and (ii) reimbursement of expenses
to which the Consultant is entitled.

                  3.3 Continuing Obligation. The Consultant shall continue,
after termination, to be bound by the terms of Article IV below and State and
Federal Trading regulations on non-public information.

                                   ARTICLE IV

                                 CONFIDENTIALITY

                  4.1 Confidential and Non-Public Information; Intellectual
Property.


<PAGE>

                           (a) Confidential Information. The Consultant will
acquire information of a confidential nature relating to the operation,
finances, business relationships and trade secrets of the Company, including,
but not limited to non-public information concerning the Company's financial and
business prospects. During Engagement and for a period of two years following
termination thereof, within the geographical area in which such use, publication
or disclosure could harm the Company's existing or potential business interests,
the Consultant will not use (except for use in the course of the Consultant's
authorized Engagement with the Company), publish, disclose or authorize anyone
else to use, publish or disclose, without the prior written consent of the
Company, any confidential and non-public information pertaining to the Company
or its affiliated entities, including, without limitation, any information
relating to existing or potential business, customers, trade or industrial
practices, plans, costs, processes, technical or engineering data, or trade
secrets, and financial information; provided, however, that following
termination of the Engagement, the Consultant shall be prohibited from ever
using, publishing, disclosing or authorizing anyone else to use, publish or
disclose, any confidential information which constitutes a trade secret under
applicable law. The Consultant shall not remove or retain any figures,
calculations, formulae, letters, papers, software, abstracts, summaries,
drawings, blueprints, diskettes or any other material, or copies thereof, which
contain or embody any confidential information of the Company, except for use in
the course of the Consultant's regular authorized duties on behalf of the
Company. The foregoing notwithstanding, the Consultant has no obligation to
refrain from using, publishing or disclosing any such confidential information
which is or hereafter shall become available to the public otherwise than by
use, publication or disclosure by the Consultant. This prohibition also does not
prohibit the Consultant's use of general skills and know-how acquired during and
prior to the Engagement, as long as such use does not involve the use,
publication or disclosure of the Company's confidential information.

                  4.2 Return of Documents. Immediately upon termination of the
Engagement, the Consultant will return to the Company, and so certify in writing
to the Company, all the Company's papers, documents and things, including
information stored for use in or with computers and software applicable to the
Company's business (and all copies thereof), which are in the Consultant's
possession or under the Consultant's control, regardless whether such papers,
documents or things contain confidential information or trade secrets.

                  4.3 Equitable Relief. The Consultant acknowledges that any
breach of this Agreement will cause substantial and irreparable harm to the
Company for which money damages would be an inadequate remedy. Accordingly, the
Company shall in any such event be entitled to obtain injunctive and other forms
of equitable relief to prevent such breach and to recover from the Consultant
the Company's costs (including without limitation reasonable attorneys' fees)
incurred in connection with enforcing this Agreement, in addition to any other
rights or remedies available at law, in equity or by statute.


<PAGE>

                                    ARTICLE V

                               GENERAL PROVISIONS

                  5.1 Notices. Any and all notices, consents, documents or
communications provided for in this Agreement shall be given in writing and
shall be personally delivered, mailed by registered or certified mail (return
receipt requested) or sent by courier, confirmed by receipt, and addressed as
follows (or to such other address as the addressed party may have substituted by
notice pursuant to this Section 5.1):

                            (a)     If to the Company:

                                    Digital Descriptors Systems, Inc.
                                    446 Lincoln Highway
                                    Fairless Hills, PA  19030
                                    Attn:   Garrett U. Cohn, President


                           (b)      If to the Consultant:

                                    George Rabine ______
                                    Gercom International
                                    424 Tortoise View Circle__
                                    Satellite Beach, FL  32937__


Such notice, consent, document or communication shall be deemed given upon
personal delivery or receipt at the address of the party stated above or at any
other address specified by such party to the other party in writing, except that
if delivery is refused or cannot be made for any reason, then such notice shall
be deemed given on the third day after it is sent.

                  5.2 Entire Agreement. This Agreement contains the entire
understanding and the full and complete agreement of the parties and supersedes
and replaces any prior understandings and agreements among the parties, with
respect to the subject matter hereof.

                  5.3 Amendment. This Agreement may be altered, amended or
modified only in a writing, signed by both of the parties hereto. Headings
included in this Agreement are for convenience only and are not intended to
limit or expand the rights of the parties hereto. References to Sections herein
shall mean sections of the text of this Agreement, unless otherwise indicated.

                  5.4 Assignability. This Agreement and the rights and duties
set forth herein may not be assigned by the Consultant, but may be assigned by
the Company, in whole or in part. This Agreement shall be binding on and inure
to the benefit of each party and such party's respective heirs, legal
representatives, successors and assigns.

                  5.5 Severability. If any court of competent jurisdiction
determines that any provision of this Agreement is invalid or unenforceable,
then such invalidity or unenforceability shall have no effect on the other
provisions hereof, which shall remain valid, binding and enforceable and in full
force and effect, and such invalid or unenforceable provision shall be construed
in a manner so as to give the maximum valid and enforceable effect to the intent
of the parties expressed therein.

                  5.6 Waiver of Breach. The waiver by either party of the breach
of any provision of this Agreement shall not operate or be construed as a waiver
of any subsequent breach by either party.
<PAGE>

                  5.7 Governing Law; Construction. This Agreement shall be
governed by the internal laws of the Commonwealth of Pennsylvania, without
regard to any rules of construction concerning the draftsman hereof.

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



                                               COMPANY:

                                               DIGITAL DESCRIPTOR SYSTEMS, INC.
                                               ---------------------------------


                                               By:
                                                  ------------------------------
                                                    Garrett U. Cohn, President



                                               CONSULTANT:

                                               ---------------------------------
                                               George Rabine


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>12
<FILENAME>ex41-10.txt
<DESCRIPTION>EXHIBIT 4.1.10
<TEXT>
<PAGE>


                                                                  EXHIBIT 4.1.10

                   CONSULTANTS AND ADVISORS COMPENSATION PLAN
            CONFIDENTIALITY AGREEMENT AND GRANT OF OPTIONS AND SHARES

                  THIS AGREEMENT is executed as of this 7th day of March, 2001,
by and between DIGITAL DESCRIPTOR SYSTEMS, INC., a Delaware corporation (the
"Company"), and Anthony Hill ("the Consultant", which shall include "Advisors").

                                    RECITALS

                  The Company desires to retain the Consultant, and the
Consultant desires to offer services to the Company, on the terms and conditions
set forth herein.

                  The parties believe it is in their best interests to make
provision for certain aspects of their relationship during and after the period
in which the Consultant offers services to the Company.

                  NOW, THEREFORE, in consideration of the premises and the
mutual agreements and covenants contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the Company and the Consultant,

                  IT IS HEREBY AGREED AS FOLLOWS:

                                    ARTICLE I
                                   ENGAGEMENT


                  1.1 Term of Engagement. The Consultant shall perform advisory
and consulting services for the Company, for the period commencing on the date
hereof and ending on March 7, 2002, subject to earlier termination as
hereinafter set forth in Article III (the "Engagement").

                  1.2 Consulting Duties. The Consultant shall furnish consulting
and advisory services concerning increased presence in commercial markets and
such matters related to the business of the Company as may from time-to-time be
requested by the Company, including, without limitation, administration,
marketing, sales and new product and service development.

                  1.3 Independent Contractor Status.

                           (a) Each party shall remain solely responsible and
liable for compliance with all local, state and federal laws and regulations
including, without limitation, federal and state securities laws.

                           (b) Neither party shall have any liability or
obligation of any kind for claims brought upon the other as a result of either
party carrying out the terms of this Agreement. Furthermore, the Consultant
agrees and acknowledges that he or she shall have no right to unemployment
compensation by virtue of the independent contractor relationship created
hereunder.

<PAGE>


                           (c) The parties hereto acknowledge that their
relationship shall be that of an independent contractor rather than that of
employee, agent, partnership, or a joint venture. Each party shall report
payments hereunder to all governmental agencies as that of an independent
contractor with the Company reporting amounts paid to Consultant on Form
1099-MISC (or successor form thereto) and in no event shall Company treat or
report amounts paid to Consultant as amounts paid to an employee. Neither the
Company nor the Consultant shall in any way become obligated for the debts or
expenses of the other, unless otherwise agreed in writing. The Consultant shall
not have authority to bind the Company or otherwise execute any document on
behalf of the Company, nor shall the Consultant hold itself out to the public or
any third party as possessing such authority.


                                   ARTICLE II

                                  COMPENSATION

                  2.1 Fee. The Company shall pay the Consultant compensation
shares of the Company's common stock or options totaling 50,000 shares. The
Consultant shall not receive any further compensation, nor shall the Consultant
be eligible to participate in any employee benefit or welfare plans adopted or
sponsored by the Company. The Consultant shall submit to the Company itemized
monthly invoices which shall be due at net within 30 days of invoice date. The
Company shall reimburse the Consultant for documented expenses paid by the
Consultant which were preapproved in writing.


                                   ARTICLE III

                                   TERMINATION

                  3.1 Right to Terminate. The Company and the Consultants may
terminate the Engagement and all of the Company's obligations under this
Agreement at any time and for any reason.

                  3.2 Rights Upon Termination. If the Engagement is terminated
the Consultant shall have no further rights against the Company hereunder,
except for the right to receive (i) any unpaid Fee with respect to the period
prior to the effective date of termination, and (ii) reimbursement of expenses
to which the Consultant is entitled.

                  3.3 Continuing Obligation. The Consultant shall continue,
after termination, to be bound by the terms of Article IV below and State and
Federal Trading regulations on non-public information.

                                   ARTICLE IV

                                 CONFIDENTIALITY

                  4.1 Confidential and Non-Public Information; Intellectual
Property.
<PAGE>

                           (a) Confidential Information. The Consultant will
acquire information of a confidential nature relating to the operation,
finances, business relationships and trade secrets of the Company, including,
but not limited to non-public information concerning the Company's financial and
business prospects. During Engagement and for a period of two years following
termination thereof, within the geographical area in which such use, publication
or disclosure could harm the Company's existing or potential business interests,
the Consultant will not use (except for use in the course of the Consultant's
authorized Engagement with the Company), publish, disclose or authorize anyone
else to use, publish or disclose, without the prior written consent of the
Company, any confidential and non-public information pertaining to the Company
or its affiliated entities, including, without limitation, any information
relating to existing or potential business, customers, trade or industrial
practices, plans, costs, processes, technical or engineering data, or trade
secrets, and financial information; provided, however, that following
termination of the Engagement, the Consultant shall be prohibited from ever
using, publishing, disclosing or authorizing anyone else to use, publish or
disclose, any confidential information which constitutes a trade secret under
applicable law. The Consultant shall not remove or retain any figures,
calculations, formulae, letters, papers, software, abstracts, summaries,
drawings, blueprints, diskettes or any other material, or copies thereof, which
contain or embody any confidential information of the Company, except for use in
the course of the Consultant's regular authorized duties on behalf of the
Company. The foregoing notwithstanding, the Consultant has no obligation to
refrain from using, publishing or disclosing any such confidential information
which is or hereafter shall become available to the public otherwise than by
use, publication or disclosure by the Consultant. This prohibition also does not
prohibit the Consultant's use of general skills and know-how acquired during and
prior to the Engagement, as long as such use does not involve the use,
publication or disclosure of the Company's confidential information.

                  4.2 Return of Documents. Immediately upon termination of the
Engagement, the Consultant will return to the Company, and so certify in writing
to the Company, all the Company's papers, documents and things, including
information stored for use in or with computers and software applicable to the
Company's business (and all copies thereof), which are in the Consultant's
possession or under the Consultant's control, regardless whether such papers,
documents or things contain confidential information or trade secrets.

                  4.3 Equitable Relief. The Consultant acknowledges that any
breach of this Agreement will cause substantial and irreparable harm to the
Company for which money damages would be an inadequate remedy. Accordingly, the
Company shall in any such event be entitled to obtain injunctive and other forms
of equitable relief to prevent such breach and to recover from the Consultant
the Company's costs (including without limitation reasonable attorneys' fees)
incurred in connection with enforcing this Agreement, in addition to any other
rights or remedies available at law, in equity or by statute.


<PAGE>

                                    ARTICLE V

                               GENERAL PROVISIONS

                  5.1 Notices. Any and all notices, consents, documents or
communications provided for in this Agreement shall be given in writing and
shall be personally delivered, mailed by registered or certified mail (return
receipt requested) or sent by courier, confirmed by receipt, and addressed as
follows (or to such other address as the addressed party may have substituted by
notice pursuant to this Section 5.1):

                            (a)     If to the Company:

                                    Digital Descriptors Systems, Inc.
                                    446 Lincoln Highway
                                    Fairless Hills, PA  19030
                                    Attn:   Garrett U. Cohn, President


                           (b)      If to the Consultant:

                                    Anthony Hill   ______
                                    47 Buckmanville Road
                                    New Hope, PA  18938__
                                    __________________


Such notice, consent, document or communication shall be deemed given upon
personal delivery or receipt at the address of the party stated above or at any
other address specified by such party to the other party in writing, except that
if delivery is refused or cannot be made for any reason, then such notice shall
be deemed given on the third day after it is sent.

                  5.2 Entire Agreement. This Agreement contains the entire
understanding and the full and complete agreement of the parties and supersedes
and replaces any prior understandings and agreements among the parties, with
respect to the subject matter hereof.

                  5.3 Amendment. This Agreement may be altered, amended or
modified only in a writing, signed by both of the parties hereto. Headings
included in this Agreement are for convenience only and are not intended to
limit or expand the rights of the parties hereto. References to Sections herein
shall mean sections of the text of this Agreement, unless otherwise indicated.

                  5.4 Assignability. This Agreement and the rights and duties
set forth herein may not be assigned by the Consultant, but may be assigned by
the Company, in whole or in part. This Agreement shall be binding on and inure
to the benefit of each party and such party's respective heirs, legal
representatives, successors and assigns.

                  5.5 Severability. If any court of competent jurisdiction
determines that any provision of this Agreement is invalid or unenforceable,
then such invalidity or unenforceability shall have no effect on the other
provisions hereof, which shall remain valid, binding and enforceable and in full
force and effect, and such invalid or unenforceable provision shall be construed
in a manner so as to give the maximum valid and enforceable effect to the intent
of the parties expressed therein.
<PAGE>

                  5.6 Waiver of Breach. The waiver by either party of the breach
of any provision of this Agreement shall not operate or be construed as a waiver
of any subsequent breach by either party.

                  5.7 Governing Law; Construction. This Agreement shall be
governed by the internal laws of the Commonwealth of Pennsylvania, without
regard to any rules of construction concerning the draftsman hereof.

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




                                               COMPANY:

                                               DIGITAL DESCRIPTOR SYSTEMS, INC.
                                               ---------------------------------


                                               By:
                                                  ------------------------------
                                                    Garrett U. Cohn, President



                                               CONSULTANT:

                                               ---------------------------------
                                               Anthony Hill


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>13
<FILENAME>ex41-11.txt
<DESCRIPTION>EXHIBIT 4.1.11
<TEXT>

<PAGE>


                                                                  EXHIBIT 4.1.11


         CONSULTING AGREEMENT, dated as of August I, 2001, between DlGITAL
DESCRIPTOR SYSTEMS, INC., a _______corporation having an office at 446 Lincoln
Highway, Fairless Hills, PA 19030 (the '"Company") and THE N.I.R. GROUP, LLC, a
New York limited liability company with executive offices located at 155 First
Street. Suite B, Mineola, New York 11501 (the "Consultant").


                                   WITNESSETH:


         WHEREAS. the Company, through its affiliates and principals, has
extensive experience in its areas of expertise, including, without limitation,
financial. strategic and optional consulting and other business matters; and

         WHEREAS, the Consultant has expertise in the assisting in the
development and expansion of companies such as the Company; and

         WHEREAS, the Company desires to retain the services of the Consultant
to render strategic advice with respect to the development of the Company; and

         WHEREAS, the Consultant wishes to render such services to the Company
upon the terms. conditions and covenants set forth in this Agreement.

         NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinaftcr set forth, and subject to the conditions contained herein, the
parties hereto hereby agree as follows:

1.       Terms of Service.

         Section 1.01 Duties. The Consultant will advise the Company's
management, employees, and agents with respect to the Company's field of
interest and business, and strategic and commercial matters related to the
Consultant's expertise. The Consultant will use best efforts to assist the
company in overall operational and business strategy. The Consultant will assist
the Company in structuring acquisition plans, including, without limitation,
structuring and negotiation of acquisitions and dispositions of assets. Upon
reasonable notice to the Consultant, the Company will have access to the
Consultant at reasonable times in order to discuss matters related to the
Company's business. The services to be provided by the Consultant pursuant to
the terms hereof, whether such services are performed verbally or in writing,
shall be reasonable in terms of hours per month. If no such services are
requested, the consulting fees provided for herein shall still be paid.

         Section 1.02 Term: Termination- The term (the "Term") of this Agreement
shall be "three (3) months. commencing on the date hereof. In the event of any
earlier termination of this Agreement, "the parties hereto agree that the
Consultant shall be entitled to the amounts otherwise due hereunder
notwithstanding such termination.


                                   Page 1 of 3



<PAGE>





         Section 1.03 Consulting Fee. In consideration of the services to be
performed hereunder, the Consultant shall receive the fee of $17,500.00 per
month in cash and 50,000 shares (together with the Cash Fee. the "Consulting
Fee") of the Company's common stock per month net of taxes, excises and other
governmental and other charges, payable monthly on the first of each month in
advance.

         Section 1.04 Expenses. If the Company requests the Consultant to
provide any specific services hereunder that cause the Consultant to incur
expenses, the Company shall reimburse the Consultant for all reasonable expenses
upon presentation of expense vouchers or statements or such other supporting
information as the Company may require. However, notwithstanding anything
contained in the foregoing to the contrary, the Consultant shall not incur any
reimbursable expense in excess of $500.00 without the prior written consent of
the Company.


         II.  Miscellaneous.


         Section 2.01 No Violation of Other Agreements. Each of the parties
hereto represents and warrants that execution, delivery, or performance of this
Agreement does not conflict with, or violate the terms of, any other agreement
to which it is a party or by which it is bound.

         Section 2.02 Independent Contractor: Limitation of Liability.

         (a)The Consultant is an independent contractor to the Company, and
nothing herein shall be deemed to constitute the Consultant or its agents as an
employee or agent of the Company.

         (b) The Company acknowledges that it remains solely responsible for the
conduct and operation of its business and that the Consultant makes no
representation or warranty and assumes no liability with respect to the outcome
or result of any particular course of action or operation of the Company's
business.

         Section 2.03 Notices. Any notice provided under this Agreement shall be
in writing and shall be deemed to have been effectively given when delivered
personally, sent by private express mail services (such as Federal Express), or
sent by registered or certified mail (return receipt requested) to the address
set forth in the introductory paragraph hereof (or to other address as any party
has furnished in writing to the other parties in accordance with the provisions
of this Section 2.03).

         Section 2.04 Assignment. None of the parties may assign its interest in
this Agreement or delegate its responsibilities hereunder without prior written
consent of the other party.





                                   Page 2 of 3



<PAGE>




         Section 2.05 Severability. The invalidity or unenforceability of any
particular provision of this Agreement or portion thereof shal1 not affect the
validity or unenforceability of my other provision thereof. If any provision of
this Agreement is adjudicated to be so broad as to be unenforceable, it shall be
interpreted to be only as broad as is enforceable.

         Section 2.06 Counterparts: Governing Law. This Agreement may be
executed in any number of counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York, without giving effect to conflict of
laws.

         Section 2.07 Headings. The article and section headings in this
Agreement are solely for convenience of reference and shall be given no effect
in the construction or interpretation of this Agreement.

         Section 2.08 Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

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


                                            DIGITAL DESCRIPTOR SYSTEMS, INC.


                                            By:  /s/Michael J. Pellegrino
                                                 ------------------------------
                                            Name:  Michael J. Pellegrino
                                            Title:  Vice President & CFO


                                            THE N.I.R. GROUP, LLC

                                            By:  /s/ Corey S. Ribotsky
                                                 ------------------------------
                                            Name:  Corey S. Ribotsky
                                            Title:  Member





                                   Page 3 of 3


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>14
<FILENAME>ex41-12.txt
<DESCRIPTION>EXHIBIT 4.1.12
<TEXT>
<PAGE>


                                                                   EXHBIT 4.1.12

                   CONSULTANTS AND ADVISORS COMPENSATION PLAN
            CONFIDENTIALITY AGREEMENT AND GRANT OF OPTIONS AND SHARES

                  THIS AGREEMENT is executed as of this 2nd day of January,
2001, by and between DIGITAL DESCRIPTOR SYSTEMS, INC., a Delaware corporation
(the "Company"), and Steve Randall ("the Consultant", which shall include
"Advisors").

                                    RECITALS

                  The Company desires to retain the Consultant, and the
Consultant desires to offer services to the Company, on the terms and conditions
set forth herein.

                  The parties believe it is in their best interests to make
provision for certain aspects of their relationship during and after the period
in which the Consultant offers services to the Company.

                  NOW, THEREFORE, in consideration of the premises and the
mutual agreements and covenants contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the Company and the Consultant,

                  IT IS HEREBY AGREED AS FOLLOWS:


                                    ARTICLE I

                                   ENGAGEMENT

                  1.1 Term of Engagement. The Consultant shall perform advisory
and consulting services for the Company, for the period commencing on the date
hereof and ending on January 2, 2002 subject to earlier termination as
hereinafter set forth in Article III (the "Engagement").

                  1.2 Consulting Duties. The Consultant shall furnish consulting
and advisory services concerning corporate matters and such matters related to
the business of the Company as may from time-to-time be requested by the
Company, including, without limitation, administration, marketing, sales and new
product and service development.

                  1.3 Independent Contractor Status.

                           (a) Each party shall remain solely responsible and
liable for compliance with all local, state and federal laws and regulations
including, without limitation, federal and state securities laws.

                           (b) Neither party shall have any liability or
obligation of any kind for claims brought upon the other as a result of either
party carrying out the terms of this Agreement. Furthermore, the Consultant
agrees and acknowledges that he or she shall have no right to unemployment
compensation by virtue of the independent contractor relationship created
hereunder.


<PAGE>

                           (c) The parties hereto acknowledge that their
relationship shall be that of an independent contractor rather than that of
employee, agent, partnership, or a joint venture. Each party shall report
payments hereunder to all governmental agencies as that of an independent
contractor with the Company reporting amounts paid to Consultant on Form
1099-MISC (or successor form thereto) and in no event shall Company treat or
report amounts paid to Consultant as amounts paid to an employee. Neither the
Company nor the Consultant shall in any way become obligated for the debts or
expenses of the other, unless otherwise agreed in writing. The Consultant shall
not have authority to bind the Company or otherwise execute any document on
behalf of the Company, nor shall the Consultant hold itself out to the public or
any third party as possessing such authority.


                                   ARTICLE II

                                  COMPENSATION

                  2.1 Fee. The Company shall pay the Consultant compensation
shares of the Company's common stock or options totaling 400,000 shares. The
Consultant shall not receive any further compensation, nor shall the Consultant
be eligible to participate in any employee benefit or welfare plans adopted or
sponsored by the Company. The Consultant shall submit to the Company itemized
monthly invoices which shall be due at net within 30 days of invoice date. The
Company shall reimburse the Consultant for documented expenses paid by the
Consultant which were preapproved in writing.


                                   ARTICLE III

                                   TERMINATION

                  3.1 Right to Terminate. The Company and the Consultants may
terminate the Engagement and all of the Company's obligations under this
Agreement at any time and for any reason.

                  3.2 Rights Upon Termination. If the Engagement is terminated
the Consultant shall have no further rights against the Company hereunder,
except for the right to receive (i) any unpaid Fee with respect to the period
prior to the effective date of termination, and (ii) reimbursement of expenses
to which the Consultant is entitled.

                  3.3 Continuing Obligation. The Consultant shall continue,
after termination, to be bound by the terms of Article IV below and State and
Federal Trading regulations on non-public information.

                                   ARTICLE IV

                                 CONFIDENTIALITY

                  4.1 Confidential and Non-Public Information; Intellectual
Property.
<PAGE>

                           (a) Confidential Information. The Consultant will
acquire information of a confidential nature relating to the operation,
finances, business relationships and trade secrets of the Company, including,
but not limited to non-public information concerning the Company's financial and
business prospects. During Engagement and for a period of two years following
termination thereof, within the geographical area in which such use, publication
or disclosure could harm the Company's existing or potential business interests,
the Consultant will not use (except for use in the course of the Consultant's
authorized Engagement with the Company), publish, disclose or authorize anyone
else to use, publish or disclose, without the prior written consent of the
Company, any confidential and non-public information pertaining to the Company
or its affiliated entities, including, without limitation, any information
relating to existing or potential business, customers, trade or industrial
practices, plans, costs, processes, technical or engineering data, or trade
secrets, and financial information; provided, however, that following
termination of the Engagement, the Consultant shall be prohibited from ever
using, publishing, disclosing or authorizing anyone else to use, publish or
disclose, any confidential information which constitutes a trade secret under
applicable law. The Consultant shall not remove or retain any figures,
calculations, formulae, letters, papers, software, abstracts, summaries,
drawings, blueprints, diskettes or any other material, or copies thereof, which
contain or embody any confidential information of the Company, except for use in
the course of the Consultant's regular authorized duties on behalf of the
Company. The foregoing notwithstanding, the Consultant has no obligation to
refrain from using, publishing or disclosing any such confidential information
which is or hereafter shall become available to the public otherwise than by
use, publication or disclosure by the Consultant. This prohibition also does not
prohibit the Consultant's use of general skills and know-how acquired during and
prior to the Engagement, as long as such use does not involve the use,
publication or disclosure of the Company's confidential information.

                  4.2 Return of Documents. Immediately upon termination of the
Engagement, the Consultant will return to the Company, and so certify in writing
to the Company, all the Company's papers, documents and things, including
information stored for use in or with computers and software applicable to the
Company's business (and all copies thereof), which are in the Consultant's
possession or under the Consultant's control, regardless whether such papers,
documents or things contain confidential information or trade secrets.

                  4.3 Equitable Relief. The Consultant acknowledges that any
breach of this Agreement will cause substantial and irreparable harm to the
Company for which money damages would be an inadequate remedy. Accordingly, the
Company shall in any such event be entitled to obtain injunctive and other forms
of equitable relief to prevent such breach and to recover from the Consultant
the Company's costs (including without limitation reasonable attorneys' fees)
incurred in connection with enforcing this Agreement, in addition to any other
rights or remedies available at law, in equity or by statute.
<PAGE>

                                    ARTICLE V

                               GENERAL PROVISIONS

                  5.1 Notices. Any and all notices, consents, documents or
communications provided for in this Agreement shall be given in writing and
shall be personally delivered, mailed by registered or certified mail (return
receipt requested) or sent by courier, confirmed by receipt, and addressed as
follows (or to such other address as the addressed party may have substituted by
notice pursuant to this Section 5.1):

                            (a)     If to the Company:

                                    Digital Descriptors Systems, Inc.
                                    446 Lincoln Highway
                                    Fairless Hills, PA  19030
                                    Attn:   Garrett U. Cohn, President


                           (b)      If to the Consultant:

                                    Steve Randalll   ______
                                    888 Kimbal
                                    Highland Park, IL  60035__
                                    __________________


Such notice, consent, document or communication shall be deemed given upon
personal delivery or receipt at the address of the party stated above or at any
other address specified by such party to the other party in writing, except that
if delivery is refused or cannot be made for any reason, then such notice shall
be deemed given on the third day after it is sent.

                  5.2 Entire Agreement. This Agreement contains the entire
understanding and the full and complete agreement of the parties and supersedes
and replaces any prior understandings and agreements among the parties, with
respect to the subject matter hereof.

                  5.3 Amendment. This Agreement may be altered, amended or
modified only in a writing, signed by both of the parties hereto. Headings
included in this Agreement are for convenience only and are not intended to
limit or expand the rights of the parties hereto. References to Sections herein
shall mean sections of the text of this Agreement, unless otherwise indicated.

                  5.4 Assignability. This Agreement and the rights and duties
set forth herein may not be assigned by the Consultant, but may be assigned by
the Company, in whole or in part. This Agreement shall be binding on and inure
to the benefit of each party and such party's respective heirs, legal
representatives, successors and assigns.

                  5.5 Severability. If any court of competent jurisdiction
determines that any provision of this Agreement is invalid or unenforceable,
then such invalidity or unenforceability shall have no effect on the other
provisions hereof, which shall remain valid, binding and enforceable and in full
force and effect, and such invalid or unenforceable provision shall be construed
in a manner so as to give the maximum valid and enforceable effect to the intent
of the parties expressed therein.

                  5.6 Waiver of Breach. The waiver by either party of the breach
of any provision of this Agreement shall not operate or be construed as a waiver
of any subsequent breach by either party.
<PAGE>

                  5.7 Governing Law; Construction. This Agreement shall be
governed by the internal laws of the Commonwealth of Pennsylvania, without
regard to any rules of construction concerning the draftsman hereof.

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





                                               COMPANY:

                                               DIGITAL DESCRIPTOR SYSTEMS, INC.
                                               ---------------------------------


                                               By:
                                                  ------------------------------
                                                    Garrett U. Cohn, President



                                               CONSULTANT:

                                               ---------------------------------
                                               Steven Randall


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>15
<FILENAME>ex41-13.txt
<DESCRIPTION>EXHIBIT 4.1.13
<TEXT>
<PAGE>


                                                                  EXHIBIT 4.1.13

                   CONSULTANTS AND ADVISORS COMPENSATION PLAN
            CONFIDENTIALITY AGREEMENT AND GRANT OF OPTIONS AND SHARES

                  THIS AGREEMENT is executed as of this 4th day of June, 2001,
by and between DIGITAL DESCRIPTOR SYSTEMS, INC., a Delaware corporation (the
"Company"), and Don Brown ("the Consultant", which shall include "Advisors").

                                    RECITALS

                  The Company desires to retain the Consultant, and the
Consultant desires to offer services to the Company, on the terms and conditions
set forth herein.

                  The parties believe it is in their best interests to make
provision for certain aspects of their relationship during and after the period
in which the Consultant offers services to the Company.

                  NOW, THEREFORE, in consideration of the premises and the
mutual agreements and covenants contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the Company and the Consultant,

                  IT IS HEREBY AGREED AS FOLLOWS:

                                    ARTICLE I
                                   ENGAGEMENT


                  1.1 Term of Engagement. The Consultant shall perform advisory
and consulting services for the Company, for the period commencing on the date
hereof and ending on June 4, 2002 subject to earlier termination as hereinafter
set forth in Article III (the "Engagement").

                  1.2 Consulting Duties. The Consultant shall furnish consulting
and advisory services regarding advise concerning program development for
federal contacts and such matters related to the business of the Company as may
from time-to-time be requested by the Company, including, without limitation,
administration, marketing, sales and new product and service development.

                  1.3 Independent Contractor Status.

                           (a) Each party shall remain solely responsible and
liable for compliance with all local, state and federal laws and regulations
including, without limitation, federal and state securities laws.

                           (b) Neither party shall have any liability or
obligation of any kind for claims brought upon the other as a result of either
party carrying out the terms of this Agreement. Furthermore, the Consultant
agrees and acknowledges that he or she shall have no right to unemployment
compensation by virtue of the independent contractor relationship created
hereunder.
<PAGE>

                           (c) The parties hereto acknowledge that their
relationship shall be that of an independent contractor rather than that of
employee, agent, partnership, or a joint venture. Each party shall report
payments hereunder to all governmental agencies as that of an independent
contractor with the Company reporting amounts paid to Consultant on Form
1099-MISC (or successor form thereto) and in no event shall Company treat or
report amounts paid to Consultant as amounts paid to an employee. Neither the
Company nor the Consultant shall in any way become obligated for the debts or
expenses of the other, unless otherwise agreed in writing. The Consultant shall
not have authority to bind the Company or otherwise execute any document on
behalf of the Company, nor shall the Consultant hold itself out to the public or
any third party as possessing such authority.


                                   ARTICLE II

                                  COMPENSATION

                  2.1 Fee. The Company shall pay the Consultant compensation
shares of the Company's common stock or options totaling 100,000 shares. The
Consultant shall not receive any further compensation, nor shall the Consultant
be eligible to participate in any employee benefit or welfare plans adopted or
sponsored by the Company. The Consultant shall submit to the Company itemized
monthly invoices which shall be due at net within 30 days of invoice date. The
Company shall reimburse the Consultant for documented expenses paid by the
Consultant which were preapproved in writing.


                                   ARTICLE III

                                   TERMINATION

                  3.1 Right to Terminate. The Company and the Consultants may
terminate the Engagement and all of the Company's obligations under this
Agreement at any time and for any reason.

                  3.2 Rights Upon Termination. If the Engagement is terminated
the Consultant shall have no further rights against the Company hereunder,
except for the right to receive (i) any unpaid Fee with respect to the period
prior to the effective date of termination, and (ii) reimbursement of expenses
to which the Consultant is entitled.

                  3.3 Continuing Obligation. The Consultant shall continue,
after termination, to be bound by the terms of Article IV below and State and
Federal Trading regulations on non-public information.
<PAGE>

                                   ARTICLE IV

                                 CONFIDENTIALITY

                  4.1 Confidential and Non-Public Information; Intellectual
Property.


                           (a) Confidential Information. The Consultant will
acquire information of a confidential nature relating to the operation,
finances, business relationships and trade secrets of the Company, including,
but not limited to non-public information concerning the Company's financial and
business prospects. During Engagement and for a period of two years following
termination thereof, within the geographical area in which such use, publication
or disclosure could harm the Company's existing or potential business interests,
the Consultant will not use (except for use in the course of the Consultant's
authorized Engagement with the Company), publish, disclose or authorize anyone
else to use, publish or disclose, without the prior written consent of the
Company, any confidential and non-public information pertaining to the Company
or its affiliated entities, including, without limitation, any information
relating to existing or potential business, customers, trade or industrial
practices, plans, costs, processes, technical or engineering data, or trade
secrets, and financial information; provided, however, that following
termination of the Engagement, the Consultant shall be prohibited from ever
using, publishing, disclosing or authorizing anyone else to use, publish or
disclose, any confidential information which constitutes a trade secret under
applicable law. The Consultant shall not remove or retain any figures,
calculations, formulae, letters, papers, software, abstracts, summaries,
drawings, blueprints, diskettes or any other material, or copies thereof, which
contain or embody any confidential information of the Company, except for use in
the course of the Consultant's regular authorized duties on behalf of the
Company. The foregoing notwithstanding, the Consultant has no obligation to
refrain from using, publishing or disclosing any such confidential information
which is or hereafter shall become available to the public otherwise than by
use, publication or disclosure by the Consultant. This prohibition also does not
prohibit the Consultant's use of general skills and know-how acquired during and
prior to the Engagement, as long as such use does not involve the use,
publication or disclosure of the Company's confidential information.

                  4.2 Return of Documents. Immediately upon termination of the
Engagement, the Consultant will return to the Company, and so certify in writing
to the Company, all the Company's papers, documents and things, including
information stored for use in or with computers and software applicable to the
Company's business (and all copies thereof), which are in the Consultant's
possession or under the Consultant's control, regardless whether such papers,
documents or things contain confidential information or trade secrets.

                  4.3 Equitable Relief. The Consultant acknowledges that any
breach of this Agreement will cause substantial and irreparable harm to the
Company for which money damages would be an inadequate remedy. Accordingly, the
Company shall in any such event be entitled to obtain injunctive and other forms
of equitable relief to prevent such breach and to recover from the Consultant
the Company's costs (including without limitation reasonable attorneys' fees)
incurred in connection with enforcing this Agreement, in addition to any other
rights or remedies available at law, in equity or by statute.
<PAGE>

                                    ARTICLE V

                               GENERAL PROVISIONS

                  5.1 Notices. Any and all notices, consents, documents or
communications provided for in this Agreement shall be given in writing and
shall be personally delivered, mailed by registered or certified mail (return
receipt requested) or sent by courier, confirmed by receipt, and addressed as
follows (or to such other address as the addressed party may have substituted by
notice pursuant to this Section 5.1):

                            (a)     If to the Company:

                                    Digital Descriptors Systems, Inc.
                                    446 Lincoln Highway
                                    Fairless Hills, PA  19030
                                    Attn:   Garrett U. Cohn, President


                           (b)      If to the Consultant:

                                    Don Brown       ______
                                    C/o About Face Communications
                                    One Oxford Vanney/Suite 810
                                    Langhorne, PA  19047____


Such notice, consent, document or communication shall be deemed given upon
personal delivery or receipt at the address of the party stated above or at any
other address specified by such party to the other party in writing, except that
if delivery is refused or cannot be made for any reason, then such notice shall
be deemed given on the third day after it is sent.

                  5.2 Entire Agreement. This Agreement contains the entire
understanding and the full and complete agreement of the parties and supersedes
and replaces any prior understandings and agreements among the parties, with
respect to the subject matter hereof.

                  5.3 Amendment. This Agreement may be altered, amended or
modified only in a writing, signed by both of the parties hereto. Headings
included in this Agreement are for convenience only and are not intended to
limit or expand the rights of the parties hereto. References to Sections herein
shall mean sections of the text of this Agreement, unless otherwise indicated.

                  5.4 Assignability. This Agreement and the rights and duties
set forth herein may not be assigned by the Consultant, but may be assigned by
the Company, in whole or in part. This Agreement shall be binding on and inure
to the benefit of each party and such party's respective heirs, legal
representatives, successors and assigns.

                  5.5 Severability. If any court of competent jurisdiction
determines that any provision of this Agreement is invalid or unenforceable,
then such invalidity or unenforceability shall have no effect on the other
provisions hereof, which shall remain valid, binding and enforceable and in full
force and effect, and such invalid or unenforceable provision shall be construed
in a manner so as to give the maximum valid and enforceable effect to the intent
of the parties expressed therein.

                  5.6 Waiver of Breach. The waiver by either party of the breach
of any provision of this Agreement shall not operate or be construed as a waiver
of any subsequent breach by either party.
<PAGE>

                  5.7 Governing Law; Construction. This Agreement shall be
governed by the internal laws of the Commonwealth of Pennsylvania, without
regard to any rules of construction concerning the draftsman hereof.

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




                                               COMPANY:

                                               DIGITAL DESCRIPTOR SYSTEMS, INC.
                                               ---------------------------------


                                               By:
                                                  ------------------------------
                                                    Garrett U. Cohn, President



                                               CONSULTANT:

                                               ---------------------------------
                                               Don Brown


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>16
<FILENAME>ex41-14.txt
<DESCRIPTION>EXHIBIT 4.1.14
<TEXT>
<PAGE>


                                                                  EXHIBIT 4.1.14

                              CONSULTING AGREEMENT

         This Agreement is made effective November 1, 2001 by and between
Digital descriptor Systems, Inc.("CLIENT "), and Scott Gallagher ("CONSULTANT").

         Now, Therefore in consideration of the mutual promises, covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and adequacy of which is expressly acknowledged, CONSULTANT and CLIENT
agree as follows:

CLIENT hereby retains CONSULTANT to assist CLIENT in enhancing its strategic
Internet business development. CONSULTANT, with CLIENT'S approval, will assist
CLIENT in the following areas (the "Consulting Services"):

     1. Strategic Alliances - CONSULTANT will assist CLIENT in identifying and
implementing online strategic alliances in order to link with synergistic web
sites and derive additional web traffic.

     2. Web Site Consulting - CONSULTANT will assist CLIENT in optimizing
CLIENT'S web site including the creation and implementation of submission forms
to generate the maximum number of new prospects and CLIENT'S.

     3. Targeted Marketing - CONSULTANT will design and implement customized
advertising and marketing programs in order to enhance CLIENT'S brand
recognition.

     4. Partnerships - CONSULTANT will assist CLIENT with identifying and
establishing corporate partnerships with target Fortune 500 companies in order
to establish and enhance brand credibility.

CONSULTANT will provide periodic reports to CLIENT regarding the Consulting
Services and consult with CLIENT on the status of the Consulting Services from
time to time on request.

II.    COMPENSATION

CONSULTANT will receive directly from CLIENT, within 14 days of executing this
agreement, 750,000 shares of the CLIENT'S common stock (the "shares").CLIENT
will register 750,000 with the Securities and Exchange Commission utilizing Form
S-8 or any other form CLIENT determines to use to register such shares

CONSULTANT in conformity with then existing exemptions from the registration
requirements of the Securities Act of 1933 and the certificate evidencing such
shares will contain a restrictive Legend to such effect. It is further
understood and agreed that CLIENT will use commercially reasonable efforts to
assist CONSULTANT to enable CONSULTANT to avail himself of any appropriate
exemption(s) from the registration requirements of the Securities Act of 1933,
particularly Rule 144, to enable CONSULTANT to sell his shares after meeting
whatever requirements are imposed under existing law before the shares may be
resold.

CONSULTANT shall be responsible for all out of pocket expenses unless
pre-approved, in writing, by CLIENT including travel expenses, third party
expenses, filing fees, copy and mailing expenses that CONSULTANT may incur.

III. TERM OF AGREEMENT, EXTENSIONS AND RENEWALS

This Consulting Agreement and CONSULTANT's obligation to continue providing
Consulting Services, as defined herein, shall remain in full force and effect
for one year from the date on which this agreement is executed by both
CONSULTANT and CLIENT.
<PAGE>


IV.  CLIENT REPRESENTATIONS AND INDEMNIFICATION

The CLIENT represents that all information provided to assist CONSULTANT in the
performance of CONSULTANT's duties under this Agreement shall be true and
correct. CLIENT shall disclose all material facts and shall not omit any facts
necessary to make statements made by CLIENT not misleading. CLIENT acknowledges
that CONSULTANT, in the performance of his obligations under this Agreement,
will be relying on the accuracy of information provided to him by CLIENT and
that persons dealing with CONSULTANT will also be relying on said information.
CLIENT hereby agrees to assume responsibility and liability for the accuracy and
completeness of information prepared by CLIENT and disseminated on behalf of
CLIENT by CONSULTANT which is later claimed to be false and/or misleading in any
material respect. CONSULTANT shall not disseminate any materials or information
on behalf of CLIENT without the prior consent of CLIENT.

CLIENT further represents that the transactions regarding the issuance of its
stock pursuant to this Agreement are in compliance with existing federal
securities laws and regulatory requirements.

The execution and delivery of this Agreement does not, and the consummation of
the transactions contemplated hereby will not, violate any provision of CLIENT's
Articles of Incorporation or Bylaws. CLIENT represents that it has taken all
actions required by law, its Articles of Incorporation, or otherwise to
authorize the execution and delivery of this Agreement and the shares of
CLIENT's common stock to be delivered to CONSULTANT pursuant to the terms of
this Agreement; and that the person(s) executing this Agreement on behalf of the
CLIENT have full power, authority, and the legal right to execute same. This
Agreement constitutes a valid and binding obligation of the CLIENT.

The CLIENT agrees to indemnify, defend and hold the CONSULTANT, its officers,
employees, representatives and agents harmless against all claims, proceedings,
suits or other matters that are or might be asserted against CONSULTANT, its
officers, employees, representatives and agents by reason of CONSULTANT's
performance rendered pursuant to this Agreement on behalf of CLIENT and the
CLIENT agrees to pay the CONSULTANT's reasonable attorneys' fees and expenses in
connection with CONSULTANTS defense in any such matters; provided that the
CONSULTANT was acting within the scope of this Agreement and was not grossly
negligent in the performance of his duties hereunder.


<PAGE>

V. CONSULTANT IS NOT AN AGENT OR EMPLOYEE

CONSULTANT's obligations under this Agreement consist solely of the Consulting
Services described herein. In no event shall CONSULTANT be considered the agent
of CLIENT or otherwise represent or bind CLIENT. For purposes of this Agreement,
CONSULTANT is an independent contractor. All final decisions with respect to
acts of CLIENT or its affiliates, whether or not made pursuant to or in reliance
on information or advice furnished by CONSULTANT hereunder, shall be those of
CLIENT or such affiliates and CONSULTANT shall, under no circumstances, be
liable for any expense incurred or loss suffered by CLIENT as a consequence of
such actions or decisions.

CONSULTANT is responsible for all taxes imposed on CONSULTANT as a result of the
receipt of the shares.

The CLIENT recognizes that CONSULTANT now renders or may in the future render
consulting services to other companies which may or may not conduct business and
activities similar to the CLIENT. CONSULTANT shall not be required to devote his
full time and attention to the performance of his duties under this agreement,
but shall devote only so much of his time and attention as shall be reasonably
necessary for such purposes.

VI. MISCELLANEOUS

Amendment. This Agreement may be amended or modified at any time and in any
manner but only by an instrument in writing executed by the parties hereto.

Waiver. All the rights and remedies of either party under this Agreement are
cumulative and not exclusive of any other rights and remedies provided by law.
No delay or failure on the part of either party in the exercise of any right or
remedy arising from a breach of this Agreement shall operate as a waiver of any
subsequent right or remedy arising from a subsequent breach of this

Agreement. The consent of any party where required hereunder to any act or
occurrence shall not be deemed to be a consent to any other act or occurrence.

Assignment. Neither party to this Agreement may assign any right or obligation
created by this Agreement without the prior written consent of the other.
<PAGE>

Notices. Any notice or other communication required or permitted by this
Agreement must be in writing and shall be deemed to be properly given when
delivered in person to an officer of the other party, when deposited in the
United States mails for transmittal by certified or registered mail, postage
prepaid, or when deposited with a public telegraph company for transmittal or
when sent by facsimile transmission, charges prepaid provided that the
communication is addressed.


In the case of CLIENT  to:          Digital Descriptor Systems, inc
                                    446 Lincoln Hwy.
                                    Fairless Hills, Pa., 20036
                                    Attn: Garrett U. Cohn

In the case of CONSULTANT  to:      One Oxford valley, Suite 810
                                    Langhorne, Pa 19047
                                    Attn: Scott Gallagher

Headings and Captions. The headings of paragraphs are included solely for
convenience. If a conflict exists between any heading and the text of this
Agreement, the text shall control.

Entire Agreement. This instrument and the exhibits to this instrument contain
the entire Agreement between the parties with respect to the transaction
contemplated by the Agreement. This Agreement may be executed in any number of
counterparts but the aggregate of the counterparts together constitute only one
and the same instrument.

Effect of Partial Invalidity. In the event that any one or more of the
provisions contained in this Agreement shall for any reason be held to be
invalid, illegal, or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any other provisions of this Agreement, but
this Agreement shall be constructed as if it never contained any such invalid,
illegal or unenforceable provisions.

Binding effect. This Agreement shall be binding upon the parties hereto and
their respective heirs, successors and assigns.

Arbitration. Any controversy or claim arising out of or relating to the terms of
this Agreement, or otherwise related to the compliance by either party with its
obligations hereunder, shall be settled by binding arbitration in Pennsylvania.

Controlling Law. The validity, interpretation and performance of this
Agreement shall be controlled by and construed under the laws of the
Pennsylvania, without regard to conflicts of laws principles.

Attorney's Fees. If any action at law or in equity, including an action for
declaratory relief, is brought to enforce or interpret the provisions of this
Agreement, the prevailing party shall be entitled to recover actual attorney's
fees from the other party. The attorney's fees may be ordered by Arbitration of
any action described in this paragraph.
<PAGE>

Time is of the Essence. Time is of the essence for each and every provision
hereof.

Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original and all of which taken together shall be but a
single instrument. For purposes of this Agreement only, facsimile signatures
shall be considered original signatures.

IN WITNESS WHEREOF, the parties have executed this agreement as of the day and
year written.



CONSULTANT

Scott Gallagher
------------------
Scott Gallagher

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>17
<FILENAME>ex41-15.txt
<DESCRIPTION>EXHIBIT 4.1.15
<TEXT>
<PAGE>


                                                                  EXHIBIT 4.1.15

                   CONSULTANTS AND ADVISORS COMPENSATION PLAN
            CONFIDENTIALITY AGREEMENT AND GRANT OF OPTIONS AND SHARES

                  THIS AGREEMENT is executed as of this day of July 3, 2001, by
and between DIGITAL DESCRIPTOR SYSTEMS, INC., a Delaware corporation (the
"Company"), and Stuart J. Johnson ("the Consultant", which shall include
"Advisors").

                                    RECITALS

                  The Company desires to retain the Consultant, and the
Consultant desires to offer services to the Company, on the terms and conditions
set forth herein.

                  The parties believe it is in their best interests to make
provision for certain aspects of their relationship during and after the period
in which the Consultant offers services to the Company.

                  NOW, THEREFORE, in consideration of the premises and the
mutual agreements and covenants contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the Company and the Consultant,

                  IT IS HEREBY AGREED AS FOLLOWS:

                                    ARTICLE I
                                   ENGAGEMENT

                  1.1 Term of Engagement. The Consultant shall perform advisory
and consulting services for the Company, for the period commencing on the date
hereof and ending on January 3, 2002, subject to earlier termination as
hereinafter set forth in Article III (the "Engagement").

                  1.2 Consulting Duties. The Consultant shall furnish consulting
and advisory services concerning installation and travel schedules and such
matters related to the business of the Company as may from time-to-time be
requested by the Company, including, without limitation, administration,
marketing, sales and new product and service development.

                  1.3 Independent Contractor Status.

                           (a) Each party shall remain solely responsible and
liable for compliance with all local, state and federal laws and regulations
including, without limitation, federal and state securities laws.


<PAGE>

                           (b) Neither party shall have any liability or
obligation of any kind for claims brought upon the other as a result of either
party carrying out the terms of this Agreement. Furthermore, the Consultant
agrees and acknowledges that he or she shall have no right to unemployment
compensation by virtue of the independent contractor relationship created
hereunder.

                           (c) The parties hereto acknowledge that their
relationship shall be that of an independent contractor rather than that of
employee, agent, partnership, or a joint venture. Each party shall report
payments hereunder to all governmental agencies as that of an independent
contractor with the Company reporting amounts paid to Consultant on Form
1099-MISC (or successor form thereto) and in no event shall Company treat or
report amounts paid to Consultant as amounts paid to an employee. Neither the
Company nor the Consultant shall in any way become obligated for the debts or
expenses of the other, unless otherwise agreed in writing. The Consultant shall
not have authority to bind the Company or otherwise execute any document on
behalf of the Company, nor shall the Consultant hold itself out to the public or
any third party as possessing such authority.


                                   ARTICLE II

                                  COMPENSATION

                  2.1 Fee. The Company shall pay the Consultant compensation
shares of the Company's common stock or options totaling 30,000 shares. The
Consultant shall not receive any further compensation, nor shall the Consultant
be eligible to participate in any employee benefit or welfare plans adopted or
sponsored by the Company. The Consultant shall submit to the Company itemized
monthly invoices which shall be due at net within 30 days of invoice date. The
Company shall reimburse the Consultant for documented expenses paid by the
Consultant which were preapproved in writing.


                                   ARTICLE III

                                   TERMINATION

                  3.1 Right to Terminate. The Company and the Consultants may
terminate the Engagement and all of the Company's obligations under this
Agreement at any time and for any reason.

                  3.2 Rights Upon Termination. If the Engagement is terminated
the Consultant shall have no further rights against the Company hereunder,
except for the right to receive (i) any unpaid Fee with respect to the period
prior to the effective date of termination, and (ii) reimbursement of expenses
to which the Consultant is entitled.

                  3.3 Continuing Obligation. The Consultant shall continue,
after termination, to be bound by the terms of Article IV below and State and
Federal Trading regulations on non-public information.

                                   ARTICLE IV

                                 CONFIDENTIALITY

                  4.1 Confidential and Non-Public Information; Intellectual
Property.

<PAGE>

                           (a) Confidential Information. The Consultant will
acquire information of a confidential nature relating to the operation,
finances, business relationships and trade secrets of the Company, including,
but not limited to non-public information concerning the Company's financial and
business prospects. During Engagement and for a period of two years following
termination thereof, within the geographical area in which such use, publication
or disclosure could harm the Company's existing or potential business interests,
the Consultant will not use (except for use in the course of the Consultant's
authorized Engagement with the Company), publish, disclose or authorize anyone
else to use, publish or disclose, without the prior written consent of the
Company, any confidential and non-public information pertaining to the Company
or its affiliated entities, including, without limitation, any information
relating to existing or potential business, customers, trade or industrial
practices, plans, costs, processes, technical or engineering data, or trade
secrets, and financial information; provided, however, that following
termination of the Engagement, the Consultant shall be prohibited from ever
using, publishing, disclosing or authorizing anyone else to use, publish or
disclose, any confidential information which constitutes a trade secret under
applicable law. The Consultant shall not remove or retain any figures,
calculations, formulae, letters, papers, software, abstracts, summaries,
drawings, blueprints, diskettes or any other material, or copies thereof, which
contain or embody any confidential information of the Company, except for use in
the course of the Consultant's regular authorized duties on behalf of the
Company. The foregoing notwithstanding, the Consultant has no obligation to
refrain from using, publishing or disclosing any such confidential information
which is or hereafter shall become available to the public otherwise than by
use, publication or disclosure by the Consultant. This prohibition also does not
prohibit the Consultant's use of general skills and know-how acquired during and
prior to the Engagement, as long as such use does not involve the use,
publication or disclosure of the Company's confidential information.

                  4.2 Return of Documents. Immediately upon termination of the
Engagement, the Consultant will return to the Company, and so certify in writing
to the Company, all the Company's papers, documents and things, including
information stored for use in or with computers and software applicable to the
Company's business (and all copies thereof), which are in the Consultant's
possession or under the Consultant's control, regardless whether such papers,
documents or things contain confidential information or trade secrets.

                  4.3 Equitable Relief. The Consultant acknowledges that any
breach of this Agreement will cause substantial and irreparable harm to the
Company for which money damages would be an inadequate remedy. Accordingly, the
Company shall in any such event be entitled to obtain injunctive and other forms
of equitable relief to prevent such breach and to recover from the Consultant
the Company's costs (including without limitation reasonable attorneys' fees)
incurred in connection with enforcing this Agreement, in addition to any other
rights or remedies available at law, in equity or by statute.


<PAGE>

                                    ARTICLE V

                               GENERAL PROVISIONS

                  5.1 Notices. Any and all notices, consents, documents or
communications provided for in this Agreement shall be given in writing and
shall be personally delivered, mailed by registered or certified mail (return
receipt requested) or sent by courier, confirmed by receipt, and addressed as
follows (or to such other address as the addressed party may have substituted by
notice pursuant to this Section 5.1):

                            (a)     If to the Company:

                                    Digital Descriptors Systems, Inc.
                                    446 Lincoln Highway
                                    Fairless Hills, PA  19030
                                    Attn:   Garrett U. Cohn, President


                           (b)      If to the Consultant:

                                    Stuart J. Johnson______
                                    Travel Fulfillment



Such notice, consent, document or communication shall be deemed given upon
personal delivery or receipt at the address of the party stated above or at any
other address specified by such party to the other party in writing, except that
if delivery is refused or cannot be made for any reason, then such notice shall
be deemed given on the third day after it is sent.

                  5.2 Entire Agreement. This Agreement contains the entire
understanding and the full and complete agreement of the parties and supersedes
and replaces any prior understandings and agreements among the parties, with
respect to the subject matter hereof.

                  5.3 Amendment. This Agreement may be altered, amended or
modified only in a writing, signed by both of the parties hereto. Headings
included in this Agreement are for convenience only and are not intended to
limit or expand the rights of the parties hereto. References to Sections herein
shall mean sections of the text of this Agreement, unless otherwise indicated.

                  5.4 Assignability. This Agreement and the rights and duties
set forth herein may not be assigned by the Consultant, but may be assigned by
the Company, in whole or in part. This Agreement shall be binding on and inure
to the benefit of each party and such party's respective heirs, legal
representatives, successors and assigns.

                  5.5 Severability. If any court of competent jurisdiction
determines that any provision of this Agreement is invalid or unenforceable,
then such invalidity or unenforceability shall have no effect on the other
provisions hereof, which shall remain valid, binding and enforceable and in full
force and effect, and such invalid or unenforceable provision shall be construed
in a manner so as to give the maximum valid and enforceable effect to the intent
of the parties expressed therein.

                  5.6 Waiver of Breach. The waiver by either party of the breach
of any provision of this Agreement shall not operate or be construed as a waiver
of any subsequent breach by either party.
<PAGE>

                  5.7 Governing Law; Construction. This Agreement shall be
governed by the internal laws of the Commonwealth of Pennsylvania, without
regard to any rules of construction concerning the draftsman hereof.

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





                                               COMPANY:

                                               DIGITAL DESCRIPTOR SYSTEMS, INC.
                                               ---------------------------------


                                               By:
                                                  ------------------------------
                                                    Garrett U. Cohn, President



                                               CONSULTANT:

                                               ---------------------------------
                                               Stuart J. Johnson

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>18
<FILENAME>ex41-16.txt
<DESCRIPTION>EXHIBIT 4.1.16
<TEXT>
<PAGE>


                                                                  EXHIBIT 4.1.16

                              CONSULTING AGREEMENT

This Consulting Agreement (the "Consulting Agreement") made as of November 1,
2001, by and between Owen Naccarato, 19600 Fairchild, Suite 260, Irvine, CA
92612 ("Consultant") and Digital Descriptor Systems, Inc. with offices at 446
Lincoln Highway Fairless Hills, PA 19030-1316 (the "Company").

                                   WITNESSETH

         WHEREAS, the Company requires and will continue to require consulting
services relating management, strategic planning and marketing in connection
with its business; and

         WHEREAS, Consultant can provide the Company with strategic planning and
marketing consulting services and is desirous of performing such services for
the Company; and

         WHEREAS, the Company wishes to induce Consultant to provide these
consulting services to the Company,

         NOW, THEREFORE, in consideration of the mutual covenants hereinafter
stated, it is agreed as follows:

         1. APPOINTMENT.

         The Company hereby engages Consultant and Consultant agrees to render
services to the Company as a consultant upon the terms and conditions
hereinafter set forth.

         2. TERM.

         The term of this Consulting Agreement began as of the date of this
Agreement, and shall terminate on October 31, 2002, unless earlier terminated in
accordance with paragraph 7 herein or extended as agreed to between the parties.

         3. SERVICES.

         During the term of this Agreement, Consultant shall provide advice to
undertake for and consult with the Company concerning management, marketing,
consulting, strategic planning, corporate organization and structure, financial
matters in connection with the operation of the businesses of the Company,
expansion of services, acquisitions and business opportunities, and shall review
and advise the Company regarding its overall progress, needs and condition.
Consultant agrees to provide on a timely basis the following enumerated services
plus any additional services contemplated thereby:

                  (a) The implementation of short-range and long-term strategic
planning to fully develop and enhance the Company's assets, resources, products
and services; and

                  (b) Advise the Company relative to its legal needs relating
specifically to its corporate transactional needs.


<PAGE>

         4. DUTIES OF THE COMPANY.

         The Company shall provide Consultant, on a regular and timely basis,
with all approved data and information about it, its subsidiaries, its
management, its products and services and its operations as shall be reasonably
requested by Consultant, and shall advise Consultant of any facts which would
affect the accuracy of any data and information previously supplied pursuant to
this paragraph. The Company shall promptly supply Consultant with full and
complete copies of all financial reports, all fillings with all federal and
state securities agencies; with full and complete copies of all stockholder
reports; with all data and information supplied by any financial analyst, and
with all brochures or other sales materials relating to its products or
services.

         5. COMPENSATION.

         The Company will immediately grant Consultant 133,333 shares of the
Company's Common Stock. Consultant in providing the foregoing services, shall
not be responsible for any out-of-pocket costs, including, without limitation,
travel, lodging, telephone, postage and Federal Express charges.

         6. REPRESENTATION AND INDEMNIFICATION.

         The Company shall be deemed to have been made a continuing
representation of the accuracy of any and all facts, material information and
data which it supplies to Consultant and acknowledges its awareness that
Consultant will rely on such continuing representation in disseminating such
information and otherwise performing its advisory functions. Consultant in the
absence of notice in writing from the Company, will rely on the continuing
accuracy of material, information and data supplied by the Company. Consultant
represents that he has knowledge of and is experienced in providing the
aforementioned services.

         7. MISCELLANEOUS.

         Termination: This Agreement may be terminated by either Party upon
written notice to the other Party for any reason which shall be effective five
(5) business days from the date of such notice. This Agreement shall be
terminated immediately upon written notice for material breach of this
Agreement.

         Modification: This Consulting Agreement sets forth the entire
understanding of the Parties with respect to the subject matter hereof. This
Consulting Agreement may be amended only in writing signed by both Parties.

         Notices: Any notice required or permitted to be given hereunder shall
be in writing and shall be mailed or otherwise delivered in person or by
facsimile transmission at the address of such Party set forth above or to such
other address or facsimile telephone number as the Party shall have furnished in
writing to the other Party.

         Waiver: Any waiver by either Party of a breach of any provision of this
Consulting Agreement shall not operate as or be construed to be a waiver of any
other breach of that provision or of any breach of any other provision of this
Consulting Agreement. The failure of a Party to insist upon strict adherence to
any term of this Consulting Agreement on one or more occasions will not be
considered a waiver or deprive that Party of the right thereafter to insist upon
adherence to that term of any other term of this Consulting Agreement.

         Assignment: The Options under this Agreement are assignable at the
discretion of the Consultant.


<PAGE>

         Severability: If any provision of this Consulting Agreement is invalid,
illegal, or unenforceable, the balance of this Consulting Agreement shall remain
in effect, and if any provision is inapplicable to any person or circumstance,
it shall nevertheless remain applicable to all other persons and circumstances.

         Disagreements: Any dispute or other disagreement arising from or out of
this Consulting Agreement shall be submitted to arbitration under the rules of
the American Arbitration Association and the decision of the arbiter(s) shall be
enforceable in any court having jurisdiction thereof. Arbitration shall occur
only in Los Angeles County, CA. The interpretation and the enforcement of this
Agreement shall be governed by California Law as applied to residents of the
State of California relating to contracts executed in and to be performed solely
within the State of California. In the event any dispute is arbitrated, the
prevailing Party (as determined by the arbiter(s)) shall be entitled to recover
that Party's reasonable attorney's fees incurred (as determined by the
arbiter(s)).

         IN WITNESS WHEREOF, this Consulting Agreement has been executed by the
Parties as of the date first above written.

Diamond Entertainment Corporation           Consultant




/s/                                         /s/
    ---------------------------                 -------------------------------
    Michael Pellegrino                          Owen Naccarato
    Chief Financial Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>19
<FILENAME>ex5-1.txt
<DESCRIPTION>EXHIBIT 5.1
<TEXT>
<PAGE>


                                                                     EXHIBIT 5.1



                             NACCARATO & ASSOCIATES
                             Owen M. Naccarato, Esq.
                           19600 Fairchild, Suite 260
                                Irvine, CA 91612
                   Office: (949) 851-9261 Fax: (949) 851-9262
--------------------------------------------------------------------------------
December 5, 2001

Digital Descriptor Systems, Inc.
446 Lincoln Highway
Fairless Hills, PA  19030-1316

Re:      Registration Statement on Form S-8

Gentleman:

         We have acted as counsel for Digital Descriptor Systems, Inc. (the
"Company"), connection with the preparation and filing of the Company's
Registration statement on Form S-8 under the Securities Act of 1933, as amended
(the "Registration Statement"), relating to 6,560,831 shares of the Company's
common stock, $.001 par value (the "common stock"), issuable pursuant to the
Company's Advisory and Consultants Agreements.

         We have examined the Certificate of Incorporation, as amended, and the
By-Laws of the Company and all amendments thereto, the Registration Statement
and originals, or copies certified to my satisfaction, of such records and
meetings, written actions in lieu of meetings, or resolutions adopted at
meetings, of the directors of the Company, and such other documents and
instruments as in my judgment are necessary or appropriate to enable me to
render the opinions expressed below.

         Based on the foregoing examination, we are of the opinion that the
shares of Common Stock issuable with the Plan are duly authorized and, when
issued in accordance with the Plan, will be validly issued, fully paid and
nonassessable.

         Further, we consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                      Very truly yours,

                                      /s/ Naccarato & Associates
                                      ------------------------------------
                                      Naccarato & Associates








</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>20
<FILENAME>ex10-12.txt
<DESCRIPTION>EXHIBIT 10.12
<TEXT>
<PAGE>


                                                                   EXHIBIT 10.12

                                    RESTATED
                        DIGITAL DESCRIPTOR SYSTEMS, INC.
                             1994 STOCK OPTION PLAN
                       (As Amended Through March 20, 1997)

1. Purpose of the Plan

         This Stock Option Plan (the "Plan") is intended as an incentive to key
employees of Digital Descriptor Systems, Inc. (the "Company"). Its purposes are
to retain employees with a high degree of training, experience and ability, to
attract new employees whose services are considered unusually valuable, to
encourage the sense of proprietorship of such persons and to stimulate the
active interest of such persons in the development and financial success of the
Company.

2. Administration of the Plan

         (a) Stock Option Committee. The Board of Directors shall appoint and
maintain a Stock Option Committee (the "Committee") which shall consist of at
least two (2) members of the Board of Directors, none of whom is an officer or
employee of the Company, who shall serve at the pleasure of the Board. The
Committee may from time to time grant incentive stock options and non-qualified
stock options ("Stock Options") under the Plan to the persons described in
Section 3 hereof. No member of such Committee shall be eligible to receive Stock
Options under this Plan during his or her tenure on the Committee. Members of
the Committee shall be subject to any additional restrictions necessary to
satisfy the disinterested administration of the Plan as required in Rule 16b-3
under the United States Securities Exchange Act of 1934 (the "Act") as it may be
amended from time to time.

         (b) Powers of Committee. The Committee shall have full power and
authority to interpret the provisions of the Plan and supervise its
administration. All decisions and selections made by the Committee pursuant to
the provisions of the Plan shall be made by a majority of its members. Any
decision reduced to writing and signed by a majority of the members shall be
fully effective as if adopted by a majority at a meeting duly held. The
Committee shall have full and final authority to determine (i) the persons to
whom Stock Options hereunder shall be granted, (ii) the number of shares to be
covered by each Stock Option except that no optionee may be granted Stock
Options for more than 300,000 Shares during the life of the Plan, and (iii)
whether such Stock Option shall be designated an "incentive stock option" or a
"non-qualified stock option."

         (c) Limitation of Committee Member Liability. No member of the
Committee shall be liable for anything done or omitted to be done by him or by
her or any other member of the Committee in connection with the Plan, except for
his or her own willful misconduct or as expressly provided by statute.

         (d) Forfeiture of Options For Detrimental Activity. If the exercise
period of an outstanding Stock Option is continued following a holder's
termination of employment due to retirement as provided in Section 5(e)(ii)(C),
the Committee shall have the authority in its discretion to cause such Stock
Option to be forfeited in the event that such holder engages in "detrimental
activity" as described in Section 5(e)(ii)(C).
<PAGE>

3. Grants of Stock Options

         (a) Eligibility. The persons eligible for participation in the Plan as
recipients of Stock Options shall include only employees of the Company or its
subsidiary corporations as defined in Section 424(f) of the Internal Revenue
Code of 1986, as amended from time to time (the "Code") and hereinafter referred
to as "subsidiaries", who are executive, administrative, professional or
technical personnel who have responsibilities affecting the management,
direction, development and financial success of the Company or its subsidiaries.
An employee may receive more than one grant of Stock Options at the Committee's
discretion including simultaneous grants of different forms of Stock Options.

         (b) Committee Determines Terms and Conditions of Options. The Committee
in granting Stock Options hereunder shall have discretion to determine the terms
and conditions upon which such Stock Options may be exercisable, including a
designation of Stock Options as "incentive stock options" under Section 422 of
the Code, and shall so designate at the time of any grant if the Stock Option is
to be an incentive stock option. Each grant of a Stock Option shall be confirmed
by an Agreement consistent with this Plan which shall be executed by the Company
and by the person to whom such Stock Option is granted. The Committee shall have
the right to determine the period of time, if any, during which the recipient
must remain in the employment of the Company or a subsidiary as a condition to
the exercise of any Stock Option. Any Stock Option may provide that the
exercisablity thereof, or of any installment or portion thereof, is subject to
the satisfaction of any other terms and conditions as the Committee may
determine, such as, but not limited to, the market price of the Shares,
satisfaction of goals for the employee or performance of the Company.

         (c) Employment Includes Employment With Subsidiaries. For purposes of
this Plan, employment with the Company shall include employment with any
subsidiary of the Company, and the Stock Options granted under this Plan shall
not be affected by an employee's transfer of employment from the Company to a
subsidiary, from a subsidiary to the Company or between subsidiaries.

         (d) Method of Exercise. Subject to the provisions of this Plan, an
optionee may exercise Stock Options, in whole or in part, at any time when the
Stock Option is exercisable by written notice of exercise to the Company on a
form provided by the Committee specifying the number of Shares subject to the
Stock Option to be purchased. Except where waived by the Committee, such notice
shall be accompanied by payment in full of the purchase price by cash or check
or such other form of payment as the Company may accept. If approved by the
Committee, payment in full or in part may also be made (i) by delivering Shares
already owned by the optionee (which Shares shall have been owned by the
optionee for not less than 6 months if the optionee is subject to Section 16 of
the Act) having a total Fair Market Value on the date of such delivery equal to
the purchase price; (ii) by the execution and delivery of a note or other
evidence of indebtedness (and any security agreement thereunder) satisfactory to
the Committee; (iii) by authorizing the Company to retain Shares which would
otherwise be issuable upon exercise of the Stock Option having a total Fair
Market Value on the date of delivery equal to the purchase price; (iv) by the
delivery of cash or the extension of credit by a broker-dealer to whom the
optionee has submitted a notice of exercise or otherwise indicated an intent to
exercise a Stock Option (in accordance with applicable regulations of the board
of governors of the Federal Reserve System, and any other requirement of law, a
so-called "cashless" exercise); (v) by certifying ownership of Shares to the
satisfaction of the Committee for later delivery to the Company as specified by
the Committee; or (vi) by any combination of the foregoing.
<PAGE>

4. Shares Subject to the Plan

         Subject to adjustment as provided in Section 8 hereof, there shall be
subject to the Plan 300,000 shares of Common Stock, par value $0.001 per share,
of the Company (the "Shares"). The Shares subject to the Plan shall consist of
authorized and unissued Shares or previously issued Shares reacquired and held
by the Company or any subsidiary. Should any Stock Option expire or be
terminated prior to its exercise in full and prior to the termination of the
Plan, the Shares theretofore subject to such Stock Option shall be available for
further grants under the Plan. Until termination of the Plan, the Company and/or
one or more subsidiaries shall at all times make available a sufficient number
of Shares to meet the requirements of the Plan. After termination of the Plan,
the number of Shares reserved for purposes of the Plan from time to time shall
be only such number of Shares as are issuable under then outstanding Stock
Options.

5. Terms of Stock Options

         (a) Incentive Stock Options. Stock Options granted under this Plan
which are designated as incentive stock options may be granted with respect to
any numbers of Shares, subject to the limitation that the aggregate "Fair Market
Value" of such Shares (determined in accordance with Section 5(b) of the Plan at
the time the Stock Option is granted) with respect to which such Stock Options
are exercisable for the first time by an employee during anyone calendar year
(under all such plans of the Company and any subsidiary of the Company) shall
not exceed $100,000. To the extent that the aggregate Fair Market Value of
Shares with respect to which incentive stock options (determined without regard
to this subsection) are exercisable for the first time by any employee during
any calendar year (under all plans of the employer corporation and its parent
and subsidiary corporations) exceeds $100,000, such Stock Options shall be
treated as Stock Options which are not incentive stock options.

         (b) Purchase Price For Shares Subject to Stock Options. The purchase
price of each Share subject to a Stock Option shall be determined by the
Committee prior to granting a Stock Option. The Committee shall set the purchase
price for each Share at such price as the Committee in its sole discretion shall
determine. If such Stock Option is an incentive stock option, the purchase price
shall be not less than the fair market value (the "Fair Market Value") of each
Share on the date the Stock Option is granted, or where granted to an individual
who owns or who is deemed to own stock possessing more than ten percent (10%) of
the combined voting power of all classes of stock of the Company, not less than
one hundred ten percent (110%) of such Fair Market Value per Share. The Fair
Market Value of a Share on a particular date shall be deemed to be (i) if the
Common Stock is listed on any established stock exchange or a national market
system, including without limitation the National Market System of the National
Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ") System,
the Fair Market Value of a Share shall be the closing sales price for such stock
(or the closing bid, if no sales were reported) as quoted on such system or
exchange (or the exchange with the greatest volume of trading in Common Stock)
on the date of grant, as reported in The Wall Street Journal or such other
source as the Committee deems reliable; (ii) if the Common Stock is quoted on
the NASDAQ System (but not on the National Market System thereof) or regularly
quoted by a recognized securities dealer but selling prices are not reported,
the Fair Market Value of a Share of Common Stock shall be the mean between the
bid and asked prices for the Common Stock on the last market trading day prior
to the day of determination, as reported in the Wall Street Journal or such
other source as the Committee deems reliable, or (iii) in the absence of an
established market for the Common Stock, the Fair Market Value thereof shall be
determined in accordance with a formula fixed in good faith by the Committee.

         (c) Installments

                  (i) Exercisable in Installments. Each Stock Option granted
         hereunder shall be exercisable in one or more installments (annual or
         other) on such date or dates as the Committee may in its sole
         discretion determine, and the terms of such exercise shall be set forth
         in the Stock Option Agreement covering the grant of the Stock Option,
         provided that no Stock Option may be exercised after the expiration of
         ten (10) years from the date such Stock Option is granted.
<PAGE>

                  (ii) Installments are Cumulative. Except as provided in
         paragraph (e) below, the right to purchase Shares pursuant to a Stock
         Option shall be cumulative so that when the right to purchase any
         Shares has accrued such Shares or any part thereof may be purchased at
         any time thereafter until the expiration or termination of the Stock
         Option.

         (d) Amendment of Options. At any time at or after the granting of any
Stock Option, the Committee shall have the right to amend any provision thereof,
including, without limitation, to change the exercise price and the installment
exercise dates, subject, however, to any applicable limitations concerning
options designated as incentive stock options and to any limitations provided by
the Act, by Rule 16b-3 and by any other rule issued under the Act; provided,
however, that no Stock Option shall be amended to increase the exercise price.
extend the date on which such Stock Option or any installment thereof shall
become exercisable or shorten the term of the Stock Option without the consent
of the optionee.

         (e) Termination

                  (i)Termination of Employment.

                           (A) If the optionee's employment with the Company is
                  terminated with the consent of the Company and provided such
                  employment is not terminated for cause (of which the Committee
                  shall be the sole judge), the Committee may permit such Stock
                  Option to be exercised by such optionee at any time during the
                  period of three (3) months after such termination, provided
                  that such Stock Option may be exercised before expiration and
                  within such three-month period only to the extent it was
                  exercisable on the date of such termination.

                           (B) In the event an optionee dies while in the employ
                  of the Company or dies after termination of employment but
                  prior to the exercise in full of any Stock Option which was
                  exercisable on the date of such termination, such Stock Option
                  may be exercised before expiration by the optionee's personal
                  representative during the period of twelve (12) months after
                  the date of death to the extent exercisable by the optionee at
                  the date of death.

                           (C) If the optionee's employment with the Company is
                  terminated without the consent of the Company for any reason
                  other than the death of the optionee, or if the optionee's
                  employment with the Company is terminated for cause, his
                  rights under any then outstanding Stock Option shall terminate
                  immediately. The Committee shall be the sole judge of whether
                  the optionee's employment is terminated without the consent of
                  the Company or for cause.

                  (ii) Termination at Retirement.

                           (A) If the optionee's employment with the Company is
                  terminated due to retirement in the Committee's sole
                  discretion, such Stock Option shall be exercisable by such
                  optionee at any time during the period of sixty (60) months
                  after such termination or the remainder of the option period,
                  whichever is less, provided that such Stock Option may be
                  exercisable after such termination and before expiration only
                  to the extent that it is exercisable on the date of such
                  termination.
<PAGE>

                           (B) In the event an optionee dies during such
                  extended exercise period, such Stock Option may be exercised
                  by the optionee's personal representative during the period of
                  twelve (12) months after the date of death to the extent
                  exercisable by the optionee at the date of death and to the
                  extent the Stock Option does not expire within such twelve
                  (12) months.

                           (C) Notwithstanding the foregoing, if at any time
                  after termination due to retirement the optionee engages in
                  "detrimental activity" (as hereinafter defined), the Committee
                  in its discretion may cause the optionee's right to exercise
                  such Stock Option to be forfeited. Such forfeiture may occur
                  at any time subsequent to the date that is three (3) months
                  after the optionee's termination of employment and prior to
                  the exercise of such Stock Option. If an allegation of
                  detrimental activity by an optionee is made to the Committee,
                  the exercisability of the optionee's Stock Options will be
                  suspended for up to two months to permit the investigation of
                  such allegation. For purposes of this Section 5(c)(v),
                  "detrimental activity" means activity that is determined by
                  the Committee in its sole and absolute discretion to be
                  detrimental to the interests of the Company or any of its
                  subsidiaries, including but not limited to situations where
                  such optionee: (1) divulges trade secrets of the company,
                  proprietary data or other confidential information relating to
                  the Company or to the business of the Company and any
                  subsidiaries, (2) enters into employment with a competitor
                  under circumstances suggesting that such optionee will be
                  using unique or special knowledge gained as a Company employee
                  to compete with the Company, (3) is convicted by a court of
                  competent jurisdiction of any felony or a crime involving
                  moral turpitude, (4) uses information obtained during the
                  course of his or her prior employment for his or her own
                  purposes, such as for the solicitation of business, (5) is
                  determined to have engaged (whether or not prior to
                  termination due to retirement) in either gross misconduct or
                  criminal activity harmful to the Company, or (6) takes any
                  action that harms the business interests, reputation, or
                  goodwill of the Company and/or its subsidiaries.

                  (iii) Ten Year Term Limitation on Options. Notwithstanding the
         other provisions of this paragraph (e), in no event may a Stock Option
         be exercised after the expiration of ten (10) years from the date such
         Stock Option is granted.

         (f) Restrictions on Transfer of Shares. At the time of the grant of a
Stock Option, the Committee may determine that the Shares covered by such Stock
Option shall be restricted as to transferability. If so restricted, such Shares
shall not be sold, transferred or disposed of in any manner, and such Shares
shall not be pledged or otherwise hypothecated until the restriction expires by
its terms. The circumstances under which any such restriction shall expire shall
be determined by the Committee and shall be set forth in the Stock Option
Agreement covering the grant of the Stock Option to purchase such Shares.
<PAGE>

6. Assignability of Stock Options

         Stock Options granted under the Plan shall not be assignable or
otherwise transferable by the recipient except by will or the laws of descent
and distribution, subject to the provisions of Section 5(e). Otherwise, Stock
Options granted under this Plan shall be exercisable during the lifetime of the
recipient (except as otherwise provided in the Plan or the applicable Agreement
for Stock Options other than incentive stock options) only by the recipient for
his or her individual account, and no purported assignment or transfer of such
Stock Options thereunder 1 whether voluntary or involuntary, by operation of law
or otherwise, shall vest in the purported assignee or transferee any interest or
right therein whatsoever but immediately upon any such purported assignment or
transfer, or any attempt to make the same, such Stock Options thereunder shall
terminate and become of no further effect.

7. Taxes

         The Committee may make such provisions and rules as it may deem
appropriate for the withholding of taxes in connection with any Stock Options
granted under the Plan. An optionee, in the discretion of the Committee, may
elect to satisfy all or any portion of the United States tax required to be
withheld by the Company in connection with the exercise of such Stock Option by
electing to have the Company withhold a number of Shares having a Fair Market
Value on the date of exercise equal to or less than the amount required to be
withheld. An optionee's election pursuant to the preceding sentence must be made
on or before the date of exercise and must be irrevocable.

8. Reorganizations and Recapitalization of the Company

         (a) Plan Does Not Limit Company Actions. The existence of this Plan and
Stock Options granted hereunder shall not affect in any way the right or power
of the Company or its stockholders to make or authorize any or all adjustments,
recapitalization, reorganizations or other changes in the Company's capital
structure or its business, or any merger or consolidation of the Company, or any
issue of bonds, debentures, preferred or prior preference stocks ahead of or
affecting the Shares or the rights thereof, or the dissolution or liquidation of
the Company, or any sale or transfer of all or any part of its assets or
business, or any other corporate act or proceeding, whether of a similar
character or otherwise.

         (b) No Adjustment for Future Issuances of Shares. Except as hereinafter
provided, the issue by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, for cash or property,
or for labor or services, either upon direct sale or upon exercise of rights or
warrants to subscribe therefor, or upon conversion of shares or obligations of
the Company convertible into such shares or other securities, shall not affect,
and no adjustment by reason thereof shall be made with respect to, the number of
Shares subject to Stock Options granted hereunder.

         (c) Antidilution For Certain Capital Adjustments. The Shares with
respect to which Stock Options may be granted hereunder are shares of the Common
Stock of the Company as presently constituted, but if, and whenever, prior to
the delivery by the Company or a subsidiary of all of the Shares which are
subject to the Stock Options or rights granted hereunder, the Company shall
effect a subdivision or consolidation of shares or other capital readjustments,
the payment of a stock dividend or other increase or reduction of the number of
shares of the Common Stock outstanding without receiving compensation therefor
in money, services or property, the number of Shares subject to the Plan shall
be proportionately adjusted and the number of Shares with respect to which Stock
Options granted hereunder may thereafter be exercised shall:

                  (i) in the event of an increase in the number of outstanding
         Shares, be proportionately increased, and the cash consideration (if
         any) payable per Share shall be proportionately reduced; and

                  (ii) in the event of a reduction in the number of outstanding
         Shares, be proportionately reduced, and the cash consideration (if any)
         payable per Share shall be proportionately increased.
<PAGE>

         (d) Mergers and Consolidations. If the Company merges with one or more
corporations, or consolidates with one or more corporations and the Company
shall be the surviving corporation, thereafter, upon any exercise of Stock
Options granted hereunder, the recipient shall, at no additional cost (other
than the option price, if any) be entitled to receive (subject to any required
action by stockholders) in lieu of the number of Shares as to which such Stock
Options shall then be exercisable the number and class of shares of stock or
other securities to which the recipient would have been entitled pursuant to the
terms of the agreement of merger or consolidation, if immediately prior to such
merger or consolidation the recipient had been the holder of record of the
number of shares of Common Stock of the Company equal to the number of Shares as
to which such Stock Options shall be exercisable. Upon any reorganization,
merger or consolidation where the Company is not the surviving corporation or
upon liquidation or dissolution of the Company, all outstanding Stock Options
shall, unless provisions are made in connection with such reorganization, merger
or consolidation for the assumption of such Stock Options, be canceled by the
Company as of the effective date of any such reorganization, merger or
consolidation, or of any dissolution or liquidation of the Company, by giving
notice to each holder thereof or his or her personal representative of its
intention to do so and by permitting the exercise during the thirty-day period
next preceding such effective date of all Stock Options which are outstanding as
of such date, whether or not otherwise exercisable.

9. Plan Term

         The Plan shall be effective July 13, 1994. No Stock Options shall be
granted pursuant to this Plan after June 30, 2004.

10. Stock Appreciation Rights

         (a) General. The Committee shall have authority to grant Stock
Appreciation Rights under the Plan at any time or from time to time. Subject to
the employee's satisfaction in full of any conditions, restrictions or
limitations imposed in accordance with the Plan or an Agreement, a Stock
Appreciation Right shall entitle the employee to surrender to the Company the
Stock Appreciation Right and to be paid therefor in Shares, cash or a
combination thereof as herein provided, the amount described in Section
10(c)(ii) below.

         (b) Grant. Stock Appreciation Rights may be granted in conjunction with
all or part of any Stock Option granted under the Plan and the exercise of such
a Stock Appreciation Right shall require the cancellation of a corresponding
portion of the Stock Option (and the exercise of a Stock Option shall result in
a corresponding cancellation of the Stock Appreciation Right). In the case of a
Stock Option other than an incentive stock option, such rights may be granted
either at or after the time of grant of such Stock Option. In the case of an
incentive stock option, such rights may be granted only at the time of grant of
such Stock Option. A Stock Appreciation Right may also be granted on a
stand-alone basis. The grant of a Stock Appreciation Right shall occur as of the
date the Committee determines. Each Stock Appreciation Right granted under the
Plan shall be evidenced by an Agreement, which shall embody the terms and
conditions of such Stock Appreciation Right and which shall be subject to the
terms and conditions set forth in the Plan.

         (c) Terms and Conditions. Stock Appreciation Rights shall be subject to
such terms and conditions as shall be determined by the Committee, including the
following:

                  (i) Period and Exercise. The term of a Stock Appreciation
         Right shall be established by the Committee. If granted in conjunction
         with a Stock Option, the Stock Appreciation Right shall have a term
         which is the same as the period for the Stock Option and shall be
         exercisable only at such time or times and to the extent the related
         Stock Options would be exercisable. A Stock Appreciation Right which is
         granted on a stand alone basis shall be for such period and shall be
         exercisable at such times and to the extent provided in an Agreement.
         Stock Appreciation Rights shall be exercised by the employee's giving
         written notice of exercise on a form provided by the Committee (if
         available) to the Company specifying the portion of the Stock
         Appreciation Right to be exercised.
<PAGE>

                  (ii) Amount. Upon the exercise of a Stock Appreciation Right,
         an employee shall be entitled to receive an amount in cash, Shares or
         both as determined by the Committee or as otherwise permitted in an
         Agreement equal in value to the excess of the Fair Market Value per
         Share over the price per Share of Common Stock specified in the related
         Agreement multiplied by the number of Shares in respect of which the
         Stock Appreciation Right is exercised. In the case of a Stock
         Appreciation Right granted on a stand-alone basis, the Agreement shall
         specify the value to be used in lieu of the price per Share The
         aggregate Fair Market Value per Share shall be determined as of the
         date of exercise of such Stock Appreciation Right.

                  (iii) Special Rules. In the case of Stock Appreciation Rights
         relating to Stock Options held by employees who are actually or
         potentially subject to Section 16(b) of the Act:

                           (A) The Committee may require that such Stock
                  Appreciation Rights be exercised only in accordance with the
                  applicable "window period" provisions of Rule 16b-3;

                           (B) The Committee may provide that the amount to be
                  paid upon exercise of such Stock Appreciation Rights (other
                  than those relating to incentive stock options) during a Rule
                  16b-3 "window period" shall be based on the highest mean sales
                  price of the Shares on the principal exchange on which the
                  Shares are traded, NASDAQ or other relevant market for
                  determining value on any day during such "window period"; and

                           (C) no Stock Appreciation Right shall be exercisable
                  during the first six months of its term, except that this
                  limitation shall not apply in the event of death of the
                  employee prior to the expiration of the six-month period.

                  (iv) Non-transferability of Stock Appreciation Rights. Stock
         Appreciation Rights shall be transferable only when and to the extent
         that a Stock Option would be transferable under the Plan unless
         otherwise provided in an Agreement.

                  (v) Termination. A Stock Appreciation Right shall terminate at
         such time as a Stock Option would terminate under the Plan, unless
         otherwise provided in an Agreement.

                  (vi) Effect on Shares Under the Plan. To the extent required
         by Rule 16b-3, upon the exercise of a Stock Appreciation Right, the
         Stock Option or part thereof to which such Stock Appreciation Right is
         related shall be deemed to have been exercised for the purpose of the
         limitation set forth in Section 4 on the number of Shares to be issued
         under the Plan, but only to the extent of the number of Shares covered
         by the Stock Appreciation Right at the time of exercise based on the
         value of the Stock Appreciation Right at such time.

                  (vii) Incentive Stock Option. A Stock Appreciation Right
         granted in tandem with an incentive stock option shall not be
         exercisable unless the Fair Market Value of the Shares on the date of
         exercise exceeds the exercise price. In no event shall any amount paid
         pursuant to the Stock Appreciation Right exceed the difference between
         the Fair Market Value on the date of exercise and the exercise price.

11. Amendment or Termination

         The Board of Directors may amend, alter or discontinue the Plan at any
time insofar as permitted by law, but no amendment or alteration shall be made
without the approval of the stockholders:
<PAGE>

         (a) if and to the extent such amendment if: required to be approved by
stockholders to continue the exemption provided for in Rule 16b-3 (or any
successor provision) under the Act; or

         (b) if and to the extent such amendment requires stockholder approval
under Section 422 of the Code (or any successor provision). No amendment of the
Plan shall alter or impair any of the rights or obligations of any person,
without his consent, under any option or right theretofore granted under the
Plan.

12. Government Regulations

         Notwithstanding any of the provisions hereof, or of any Stock Option
granted hereunder, the obligation of the Company or any subsidiary to sell and
deliver Shares under such Stock Option or to make cash payments in respect
thereto shall be subject to all applicable laws, rules and regulations and to
such approvals by any governmental agencies or national securities exchanges as
may be required, and the recipient shall agrees that he will not exercise or
convert any Stock Option granted hereunder, and that the Company or any
subsidiary will not be obligated to issue any Shares or make any payments under
any such Stock Option if the exercise thereof or if the issuance of such Shares
or if the payment made shall constitute a violation by the recipient or the
Company or any subsidiary of any provision of any applicable law or regulation
of any governmental authority.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>21
<FILENAME>ex10-23.txt
<DESCRIPTION>EXHIBIT 10.23
<TEXT>
<PAGE>


                                                                   Exhibit 10.23

                        DIGITAL DESCRIPTOR SYSTEMS, INC.

                            1996 DIRECTOR OPTION PLAN


         19. Purposes of the Plan. The purposes of the 1996 Director Option Plan
are to attract and retain the best available personnel for service as Outside
Directors of the Company, to provide additional incentive to the Outside
Directors of the Company to serve as Directors, and to encourage their continued
service on the Board.

                  All options granted hereunder shall be "non-statutory stock
options."

         20. Definitions. As used herein, the following definitions shall apply:

                  a. "Board" means the Board of Directors of the Company.

                  b. "Code" means the Internal Revenue Code of 1986, as amended.

                  c. "Common Stock" means the Common Stock of the Company.

                  d. "Company" means Digital Descriptor Systems, Inc., a
Delaware corporation.

                  e. "Continuous Status as a Director" means the absence of any
interruption or termination of service as a Director.

                  f. "Director" means a member of the Board.

                  g. "Employee" means any person, including officers and
Directors, employed by the Company or any Parent or Subsidiary of the Company.
The payment of a Director's fee by the Company and the retention of a director
as a consultant shall not be sufficient in and of itself to constitute
"employment" by the Company.

                  h. "Exchange Act" means the Securities Exchange Act of 1934,
as amended.

                  i. "Fair Market Value" means, as of any date, the value of
Common Stock determined as follows:



<PAGE>


                           i. If the Common Stock is listed on any established
stock exchange or a national market system, including without limitation the
National Market System of the National Association of Securities Dealers, Inc.
Automated Quotation ("NASDAQ") System, the Fair Market Value of a Share of
Common Stock shall be the closing sales price for such stock (or the closing
bid, if no sales were reported) as quoted on such system or exchange (or the
exchange with the greatest volume of trading in Common Stock) on the date of
grant, as reported in The Wall Street Journal or such other source as the board
deems reliable;

                           ii. If the Common Stock is quoted on the NASDAQ
System (but not on the National Market System thereof) or regularly quoted by a
recognized securities dealer but selling prices are not reported, the Fair
Market Value of a Share of Common Stock shall be the mean between the bid and
asked prices for the Common Stock on the last market trading day prior to the
day of determination, as reported in The Wall Street Journal or such other
source as the Board deems reliable, or;

                           iii. In the absence of an established market for the
Common Stock, the Fair Market Value thereof shall be determined in good faith by
the Board.

                  j. "Option" means a stock option granted pursuant to the Plan.

                  k. "Optioned Stock" means the Common Stock subject to an
Option.

                  l. "Optionee" means an Outside Director who receives an
Option.

                  m. "Outside Director" means a Director who is not an Employee.

                  n. "Parent" means a "parent corporation", whether now or
hereafter existing, as defined in Section 424(e) of the Code.

                  o. "Plan" means this 1996 Director Option Plan.

                  p. "Share" means a share of the Common Stock, as adjusted in
accordance with Section 10 of the Plan.

                  q. "Subsidiary" means a "subsidiary corporation", whether now
or hereafter existing, as defined in Section 424(f) of the Internal Revenue Code
of 1986.

         3. Stock Subject to the Plan.Subject to the provisions of Section 10 of
the Plan, the maximum aggregate number of Shares which may be optioned and sold
under the Plan is 200,000 Shares (the "Pool") of Common Stock. The Shares may be
authorized but unissued, or reacquired Common Stock.

                  If an Option should expire or become unexercisable for any
reason without having been exercised in full, the unpurchased Shares which were
subject thereto shall, unless the Plan shall have been terminated, become
available for future grant under the Plan.

                  21. Administration of and Grants of Options under the Plan.



<PAGE>


                  a. Procedure for Grants. The provisions set forth in this
Section 4(a) shall not be amended more than once every six months, other than to
comport with changes in the Code, the Employee Retirement Income Security Act of
1974, as amended, or the rules thereunder. All grants of Options to Outside
Directors under the Plan shall be automatic and non-discretionary and shall be
made strictly in accordance with the following provisions:

                           i. No person shall have any discretion to select
which Outside Directors shall be granted Options or to determine the number of
Shares to be covered by Options granted to Outside Directors.

                           ii. Each Outside Director shall be automatically
granted an Option to purchase 15,000 Shares (the "First Option") on the date on
which the later of the following events occurs: (A) the effective date of this
Plan, as determined in accordance with Section 6 hereof, or (B) the date on
which such person first becomes a Director, whether through election by the
stockholders of the Company or appointment by the Board to fill a vacancy.

                           iii. After the First Option has been granted to an
Outside Director, such Outside Director shall thereafter be automatically
granted an Option to purchase 1,000 Shares (a "Subsequent Option") each year on
the date of the annual meeting of the stockholders of the Company, if on such
date, he shall have served on the Board for at least six (6) months.

                           iv. Notwithstanding the provisions of subsections
(ii) and (iii) hereof, any exercise of an Option made before the Company has
obtained stockholder approval of the Plan in accordance with Section 16 hereof
shall be conditioned upon obtaining such stockholders approval of the Plan in
accordance with Section 16 hereof.

                           v. The terms of a First Option granted hereunder
shall be as follows:

                                    (1) the terms of the First Option shall be
ten (10) years.

                                    (2) the First Option shall be exercisable
only while the Outside Director remains a Director of the Company, except as set
forth in Section 8 hereof.

                                    (3) the exercise price per Share shall be
100% of the fair market value per Share on the date of grant of the First
Option.

                                    (4) the First Option shall become
exercisable in installments cumulatively as follows: on the date which is the
six (6) month anniversary of the date of grant, for the greater of 1/8th of the
Shares subject to the First Option, or 1/48th of the Shares subject to the First
Option times the number of full months that the Outside Director had served in
such capacity as of such six (6) month anniversary; and thereafter at the rate
of 1/48th of the Shares subject to the First Option on each monthly anniversary
of the date of grant.

                           vi. The terms of a Subsequent Option granted
hereunder shall be as follows:

                                    (1) the terms of the Subsequent Option shall
be ten (10) years.


<PAGE>


                                    (2) the Subsequent Options shall be
exercisable only while the Outside Director remains a Director of the Company,
except as set forth in Section 8 hereof.

                                    (3) the exercise price per Share shall be
100% of the fair market value per Share on the date of grant of the Subsequent
Option.

                                    (4) the Subsequent Option shall become
exercisable as to 100% percent of the Shares subject to the Subsequent Option on
the first anniversary of its date of grant.

                           vii. In the event that any Option granted under the
Plan would cause the number of Shares subject to outstanding Options plus the
number of Shares previously purchased under Options to exceed the Pool, then the
remaining Shares available for Option grant shall be granted under Options to
the Outside Directors on a pro rata basis. No further grants shall be made until
such time, if any, as additional Shares become available for grant under the
Plan through action of the stockholders to increase the number of Shares which
may be issued under the Plan or through cancellation or expiration of Options
previously granted hereunder.

         22. Eligibility. Options may be granted only to Outside Directors. All
Options shall be automatically granted in accordance with the terms set forth in
Section 4 hereof. An Outside Director who has been granted an Option may, if he
is otherwise eligible, be granted an additional Option or Options in accordance
with such provisions.

         The Plan shall not confer upon any Optionee any right with respect to
continuation of service as a Director or nomination to serve as a Director, nor
shall it interfere in any way with any rights which the Director of the Company
may have to terminate his or her directorship at any time.

         23. Term of Plan. The Plan shall become effective upon the earlier to
occur of its adoption by the Board or its approval by the stockholders of the
Company as described in Section 16 of the Plan. It shall continue in effect for
a term of ten (10) years unless sooner terminated under Section 11 of the Plan.

         24. Form of Consideration. The consideration to be paid for the Shares
to be issued upon exercise of an Option, including the method of payment, shall
consist of (i) cash, (ii) check, (ii) other shares which (x) in the case of
Shares acquired upon exercise of an Option, have been owned by the Optionee for
more than six (6) months on the date of surrender, and (y) have a Fair Market
Value on the date of surrender equal to the aggregate exercise price of the
Shares as to which said Option shall be exercised, (iv) delivery of a properly
executed exercise notice together with such other documentation as the Company
and the broker, if applicable, shall require to effect an exercise of the Option
and delivery to the Company of the sale or loan proceeds required to pay the
exercise price, or (v) any combination of the foregoing methods of payment.

         25. Exercise of Option.



<PAGE>


                  a. Procedure for Exercise; Rights as a Stockholder. Any option
granted hereunder shall be exercisable at such times as are set forth in Section
4 hereof; provided, however, that no Options shall be exercisable until
stockholder approval of the Plan in accordance with Section 16 hereof has been
obtained.

                  An Option may not be exercised for a fraction of a Share.

                  An Option shall be deemed to be exercised when written notice
of such exercise has been given to the Company in accordance with the terms of
the Option by the person entitled to exercise the Option and full payment for
the Shares with respect to which the Option is exercised has been received by
the Company. Full payment may consist of any consideration and method of payment
allowable under Section 7 of the Plan. Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) of the stock certificate evidencing such Shares, no right
to vote or receive dividends or any other rights as a stockholder shall exist
with respect to the Optioned Stock, notwithstanding the exercise of the Option.
A share certificate for the number of Shares so acquired shall be issued to the
Optionee as soon as practicable after exercise of the Option. No adjustment will
be made for a dividend or other right for which the record date is prior to the
date the stock certificate is issued, except as provided in Section 10 of the
Plan.

                  Exercise of an Option in any manner shall result in a decrease
in the number of Shares which thereafter may be available, both for purposes of
the Plan and for sale under the Option, by the number of Shares as to which the
Option is exercised.

                  b. Rule 16b-3. Options granted to Outside Directors must
comply with the applicable provisions of Rule 16b-3 promulgated under the
Exchange Act or any successor thereto and shall contain such additional
conditions or restrictions as may be required thereunder to qualify for the
maximum exemption from Section 16 of the Exchange Act with respect to Plan
transactions.

                  c. Termination of Continuous Status as Director. In the event
an Optionee's Continuous Status as a Director terminates [other than upon the
Optionee's death or total and permanent disability (as defined in Section
22(e)(3) of the Code)], the Optionee may exercise his or her Option, but only
within three (3) months from the date of such termination, and only to the
extent that the Optionee was entitled to exercise it at the date of such
termination (but in no event later than the expiration of its ten (10) year
term). To the extent that the Optionee was not entitled to exercise an Option at
the date of such termination, and to the extent that the Optionee does not
exercise such Option (to the extent otherwise so entitled) within the time
specified herein, the Option shall terminate.



<PAGE>


                  d. Disability of Optionee. In the event Optionee's Continuous
Status as a Director terminates as a result of total and permanent disability
(as defined in Section 22(e)(3) of the Code), the Optionee may exercise his or
her Option, but only within twelve (12) months from the date of such
termination, and only to the extent that the Optionee was entitled to exercise
it at the date of such termination (but in no event later than the expiration of
its ten (10) year term). To the extent that the Optionee was not entitled to
exercise an Option at the date of termination, or if he or she does not exercise
such Option (to the extent otherwise so entitled) within the time specified
herein, the Option shall terminate.

                  e. Death of Optionee. In the event of an Optionee's death, the
Optionee's estate or a person who acquired the right to exercise the Option by
bequest or inheritance may exercise the Option, but only within twelve (12)
months following the date of death, and only to the extent that the Optionee was
entitled to exercise it at the date of death (but in no event later than the
expiration of its ten (10) year term). To the extent that the Optionee was not
entitled to exercise an Option at the date of death, and to the extent that the
Optionee's estate or a person who acquired the right to exercise such Option
does not exercise such Option (to the extent otherwise so entitled) within the
time specified herein, the Option shall terminate.

         26. Non-Transferability of Options. The Option may not be sold,
pledged, assigned, hypothecated, transferred, or disposed of in any manner other
than by will or by the laws of descent or distribution and may be exercised,
during the lifetime of the Optionee, only by the Optionee.

         27. Adjustments Upon Changes in Capitalization, Dissolution, Merger,
Asset Sale or Change of Control.

                  a. Changes in Capitalization.Subject to any required action by
the stockholders of the Company, the number of Shares covered by each
outstanding Option and the number of Shares which have been authorized for
issuance under the Plan but as to which no Options have yet been granted or
which have been returned to the Plan upon cancellation or expiration of an
Option, as well as the price per Share covered by each such outstanding Option,
shall be proportionately adjusted for any increase or decrease in the number of
issued Shares resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued Shares effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of Shares
subject to an Option.

                  b. Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, to the extent that an Option has not
been previously exercised, it will terminate immediately prior to the
consummation of such proposed action.



<PAGE>


                  c. Merger or Asset Sale. In the event of a merger of the
Company with or into another corporation, or the sale of substantially all of
the assets of the Company, each outstanding Option shall be assumed or an
equivalent option shall be substituted by the successor corporation or a Parent
or Subsidiary of the successor corporation. In the event that the successor
corporation does not agree to assume the Option or to substitute an equivalent
option, each outstanding Option shall become fully vested and exercisable,
including as to Shares as which it would not otherwise be exercisable, unless
the Board, in its discretion, determines otherwise. If an Option becomes fully
vested and exercisable in the event of a merger or sale of assets, the Board
shall notify the Optionee that the Option shall be fully exercisable for a
period of thirty (30) days from the date of such notice, and the Option will
terminate upon the expiration of such period. For the purposes of this
paragraph, the Option shall be considered assumed if, following the merger or
sale of assets, the option or right confers the right to purchase, for each
Share of Option Stock subject to the Option immediately prior to the merger or
sale of assets, the consideration (whether stock, cash, or other securities or
property) received in the merger or sale of assets by holders of Common Stock
for each Share held on the effective date of the transaction (and if holders
were offered a choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding Shares).

         28. Amendment and Termination of the Plan.

                  a. Amendment and Termination.Except as set forth in Section 4,
the Board may at any time amend, alter, suspend, or discontinue the Plan, but no
amendment, alternation, suspension, or discontinuation shall be made which would
impair the rights of any Optionee under any grant theretofore made, without his
or her consent. In addition, to the extent necessary and desirable to comply
with Rule 16b-3 under the Exchange Act (or any other applicable law or
regulation), the Company shall obtain stockholder approval of any Plan amendment
in such a manner and to such a degree as required.

                  b. Effect of Amendment or Termination.Any such amendment or
termination of the Plan shall not affect Options already granted and such
Options shall remain in full force and effect as if this Plan had not been
amended or terminated.

         29. Time of Granting Options. The date of grant of an Option shall, for
all purposes, be the date determined in accordance with Section 4 hereof. Notice
of the determination shall be given to each Outside Director to whom an Option
is so granted within a reasonable time after the date of such grant.

         30. Conditions Upon Issuance of Shares.Shares shall not be issued
pursuant to the exercise of Option unless the exercise of such Option and the
issuance and delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the Securities Act of
1933, as amended, the Exchange Act, the rules and regulations promulgated
thereunder, state securities laws, and the requirements of any stock exchange
upon which the Shares may then be listed, and shall be further subject to the
approval of counsel for the Company with respect to such compliance.

                  As a condition to the exercise of an Option, the Company may
require the person exercising such Option to represent and warrant at the time
of any such exercise that the Shares are being purchased only for investment and
without any present intention to sell or distribute such Shares, if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned relevant provisions of law.


<PAGE>


                  Inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by the Company's
counsel to be necessary to the lawful issuance and sale of any Shares hereunder,
shall relieve the Company of any liability in respect of the failure to issue or
sell such Shares as to which such requisite authority shall not have been
obtained.

         31. Reservation of Shares. The Company, during the term of this Plan,
will at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

         32. Option Agreement. Options shall be evidenced by written option
agreements in such form as the Board shall approve.

         33. Stockholder Approval. Continuance of the Plan shall be subject to
approval by the stockholders of the Company at or prior to the first annual
meeting of stockholders held subsequent to the granting of an Option hereunder.
Such stockholder approval shall be obtained in the degree and manner required
under applicable state and federal law.


<PAGE>



                        DIGITAL DESCRIPTOR SYSTEMS, INC.

                            DIRECTOR OPTION AGREEMENT


         Digital Descriptor Systems, Inc., a Delaware corporation (the
"Company"), has granted to
__________________________________________________________________ (the
"Optionee"), an option to purchase a total of ______ shares of the Company's
Common Stock (the "Optioned Stock"), at the price determined as provided herein,
and in all respects subject to the terms, definitions and provisions of the 1996
Director Option Plan (the "Plan") adopted by the company which is incorporated
herein by reference. The terms defined in the Plan shall have the same defined
meanings herein.

         35. Nature of the Option. This Option is a nonstatutory option and is
not intended to qualify for any special tax benefits to the Optionee.

         36. Exercise Price. The exercise price is $______________ for each
share of Common Stock, which is 100% of the fair market value of the Common
Stock as determined on the date of grant of this Option.

         37. Exercise of Option. This Option shall be exercisable during its
term in accordance with the provisions of Section 8 of the Plan as follows:

                  a. Right to Exercise.

                           i) [____________________] provided, however, that in
no event shall this Option be exercisable until shareholder approval of the Plan
has been obtained in accordance with Section 16 thereof.

                           ii) This Option may not be exercised for a fraction
of a share.

                           iii) In the event of Optionee's death, disability or
other termination of service as a Director, the exercisability of the Option is
governed by Sections 6, 7 and 8 of this Agreement.

                  b. Method of Exercise. This Option shall be exercisable by
written notice (in the form attached hereto as Exhibit A) which shall state the
election to exercise the Option, the number of Shares in respect of which the
Option is being exercised, and such other representations and agreements as to
the holder's investment intent with respect to such Shares of Common Stock as
may be required by the Company pursuant to the provisions of the Plan. Such
written notice shall be signed by the Optionee and shall be delivered in person
or by certified mail to the Secretary of the Company. The written notice shall
be accompanied by payment of the exercise price.

         38. Method of Payment. Payment of the exercise price shall be by any of
the following, or a combination thereof, at the election of the Optionee:



<PAGE>

                  a. cash;

                  b. check; or

                  c. surrender of other Shares of Common Stock of the Company
which (A) either have been owned by the Optionee for more than six (6) months on
the date of surrender or were not acquired, directly or indirectly, from the
Company, and (B) have a fair market value on the date of surrender equal to the
exercise price of the Shares as to which the Option is being exercised.

         39. Restrictions on Exercise. This Option may not be exercised if the
issuance of such Shares upon such exercise or the method of payment of
consideration for such shares would constitute a violation of any applicable
federal or state securities or other law or regulations, or if such issuance
would not comply with the requirements of any stock exchange upon which the
Shares may then be listed. As a condition to the exercise of this Option, the
Company may require Optionee to make any representation and warranty to the
company as may be required by any applicable law or regulation.

         40. Termination of Status as a Director. If Optionee ceases to serve as
a Director, he may, but only within three (3) months after the date he ceases to
be a Director of the Company, exercise this Option to the extent that he was
entitled to exercise it at the date of such termination. Notwithstanding the
foregoing, in no event may the Option be exercised after its five (5) year term
has expired. To the extent that he was not entitled to exercise this Option at
the date of such termination, or if he does not exercise this Option within the
time specified herein, the Option shall terminate.

         41. Disability of Optionee. Notwithstanding the provisions of Section 6
above, if Optionee is unable to continue his service as a Director as a result
of is total and permanent disability (as defined in Section 22(e)(3) of the
Internal Revenue Code), he may, but only with six (6) months from the date of
termination, exercise this Option to the extent he was entitled to exercise it
at the date of such termination. To the extent that he was not entitled to
exercise this Option at the date of termination, or if he does not exercise this
Option within the time specified herein, the Option shall terminate.

         42. Death of Optionee. In the event of the death of Optionee, the
Option may be exercised, at any time within six (6) months following the date of
death, by Optionee's estate or by a person who acquired the right to exercise
the Option by bequest or inheritance, but only to the extent of the right to
exercise that had accrued at the date of death.

         43. Non-Transferability of Option. This Option may not be transferred
in any manner otherwise than by will or by the laws of descent or distribution
and may be exercised during the lifetime of Optionee only by him. the terms of
this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.



<PAGE>



         44. Term of Option. This Option may not be exercised more than five (5)
years from the date of grant of this Option, and may be exercised during such
term only in accordance with the Plan and the terms of this Option.

         45. Taxation Upon Exercise of Option. Optionee understands that, upon
exercise of this Option, he will recognize income for tax purposes in an amount
equal to the excess of the then fair market value of the Shares purchased over
the exercise price paid for such Shares. (Since the Optionee is subject to
Section 16(b) of the Securities Exchange Act of 1934, as amended, the
measurement and timing of such income may be deferred, and the Optionee is
advised to contact a tax advisor concerning the desirability of filing an 83(b)
election in connection with the exercise of the Option.) Upon a resale of such
Shares by the Optionee, any difference between the sale price and the fair
market value of the Shares on the date of exercise of the Option will be treated
as capital gain or loss.

DATE OF GRANT:  _______________

                                              DIGITAL DESCRIPTOR SYSTEMS, INC.,
                                                   a Delaware corporation



                                              By:_______________________________
                                                  President




<PAGE>


         Optionee acknowledges receipt of a copy of the Plan, a copy of which is
annexed hereto, and represents that he is familiar with the terms and provisions
thereof, and hereby accepts this Option subject to all of the terms and
provisions thereof. Optionee hereby agrees to accept as binding, conclusive and
final all decisions or interpretations of the Board upon any questions arising
under the Plan.


         Dated:  _____________________


                                            ---------------------------
                                            Optionee




<PAGE>



                                    EXHIBIT A

                      DIRECTOR STOCK OPTION EXERCISE NOTICE

Digital Descriptor Systems, Inc.

Attention:  Corporate Secretary

         46. Exercise of Option. The undersigned ("Optionee") hereby elects to
exercise Optionee's option to purchase ___ shares of the Common Stock (the
"Shares") of Digital Descriptor Systems, Inc. (the "Company") under and pursuant
to the Company's 1996 Director Option Plan and the Director Stock Option
Agreement dated ______________________ the "Agreement")

         47. Representations of Optionee. Optionee acknowledges that Optionee
has received, read and understood the Agreement.

         48. Federal Restrictions on Transfer. Optionee understands that the
Shares must be held indefinitely unless they are registered under the Securities
Act of 1933, as amended (the "1933 Act") or unless an exemption from such
registration is available and that the certificate(s) representing the Shares
may bear a legend to that effect. Optionee understands that the Company is under
no obligation to register the Shares and that an exemption may not be available
or may not permit Optionee to transfer Shares in the amounts or at the times
proposed by Optionee.

         49. Tax Consequences. Optionee understands that Optionee may suffer
adverse tax consequences as a result of Optionee's purchase or disposition of
the Shares. Optionee represents that Optionee has consulted with any tax
consultant(s) Optionee deems advisable in connection with the purchase or
disposition of the Shares and that Optionee is not relying on the company for
any tax advice.

         50. Delivery of Payment. Optionee herewith delivers to the Company the
aggregate purchase price for the Shares that Optionee has elected to purchase
and has made provision for the payment of any federal or state withholding taxes
required to be paid or withheld by the Company.



<PAGE>

         51. Entire Agreement. The Agreement is incorporated herein by
reference. This Notice and the Agreement constitute the entire agreement of the
parties and supersede in their entirety all prior undertakings and agreements of
the Company and Optionee with respect to the subject matter hereof. This Notice
and the Agreement are governed by Illinois law except for that body of law
pertaining to conflict of laws.

Submitted by:                              Accepted by:

OPTIONEE:                                  DIGITAL DESCRIPTOR SYSTEMS, INC.

_____________________________              By:________________________________



Dated:_____________________                Dated:_______________________

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>22
<FILENAME>ex23-2.txt
<DESCRIPTION>EXHIBIT 23.2
<TEXT>
<PAGE>

                                                                    EXHIBIT 23.2








                         Consent Of Independent Auditors


         We consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333-00000) pertaining to the registration of
6,560,831 shares of Common Stock of Digital Descriptor Systems, Inc. of our
report dated March 23, 2001, with respect to the financial statements of Digital
Descriptor Systems, Inc. included in its Annual Report (Form 10-KSB) for the
year ended December 31, 2000.




                                                   /s/ Ernst & Young LLP


December 5, 2001
Philadelphia, Pennsylvania
















</TEXT>
</DOCUMENT>
</SUBMISSION>
