Exhibit 10.6.2
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 31, 2001, by and among
Digital Descriptor Systems, Inc., a Delaware corporation, with its headquarters located at 466 Lincoln Highway,
Fairless Hills, Pennsylvania 19030 (the "Company"), and each of the undersigned (together with their respective
affiliates and any assignee or transferee of all of their respective rights hereunder, the "Initial Investors").
WHEREAS:
A. In connection with the Securities Purchase Agreement by and among the parties hereto of even date herewith
(the "Securities Purchase Agreement"), the Company has agreed, upon the terms and subject to the conditions
contained therein, to issue and sell to the Initial Investors (i) convertible debentures in the aggregate principal
amount of up to Eight Hundred Thousand Dollars ($800,000) (the "Debentures") that are convertible into shares
of the Company's common stock (the "Common Stock"), upon the terms and subject to the limitations and
conditions set forth in such Debentures and (ii) warrants (the "Warrants") to acquire an aggregate of 2,400,000
shares of Common Stock, upon the terms and conditions and subject to the limitations and conditions set forth in
the Warrants dated December 31, 2001; and
B. To induce the Initial Investors to execute and deliver the Securities Purchase Agreement, the Company has
agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and
regulations thereunder, or any similar successor statute (collectively, the "1933 Act"), and applicable state
securities laws;
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company
and each of the Initial Investors hereby agree as follows:
1. DEFINITIONS.
a. As used in this Agreement, the following terms shall have the following meanings:
(i)