ESCROW AGREEMENT (the "Escrow Agreement") made as of the ___ day of December, 2001, by and
among DIGITAL DESCRIPTOR SYSTEMS, INC., a Delaware corporation (the "Company"), the Purchasers
listed on Schedule A attached hereto (each a "Purchaser" and collectively, the "Purchasers") and Owen
Naccarato, Esquire,(the "Escrow Agent").
W I T N E S S E T H:
WHEREAS, the Company desires to raise capital in order to finance the growth of its business operations and
for other general corporate purposes;
WHEREAS, the Company and the Purchasers have agreed that, in order to raise capital, the Company shall
issue and sell to the Purchasers debentures (the "Debentures"), convertible into shares of the Company's common
stock, $0.001 par value per share (the "Common Stock"), and Warrants to purchase shares of Common Stock
(the "Warrants") for an aggregate purchase price of $800,000 (the "Sale");
WHEREAS, pursuant to the Sale, the Company will enter into a Convertible Debenture and Warrant Purchase
Agreement dated as of December __, 2001 (the "Purchase Agreement") with the Purchasers;
WHEREAS, the Purchase Agreement contemplates that all funds shall be paid into escrow and certificate(s)
representing the Debentures and Warrants purchased by the Purchasers (the "Certificates") shall be held in
escrow prior to each Closing Date (as defined in the Purchase Agreement) and the Escrow Agent has agreed to
receive, hold and pay such funds and to receive such Certificates, upon the terms and subject to the conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, and for other good and
valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the parties to this
Escrow Agreement hereby agree as follows:
1. Defined Terms. Capitalized terms used and not otherwise defined herein shall have the meanings respectively
assigned to them in the Purchase Agreement.
2. Escrow of Funds. On or prior to eac