EXHIBIT 10.7.3
INTELLECTUAL PROPERTY SECURITY AGREEMENT
Intellectual Property Security Agreement (this "Agreement" dated as of January 10, 2003, by and among Digital
Descriptor Systems, Inc., a Delaware corporation (the "Company"), and the secured parties signatory hereto and
their respective endorsees, transferees and assigns (collectively, the "Secured Party").
W I T N E S S E T H :
WHEREAS, pursuant to a Securities Purchase Agreement, dated as of January 10, 2003 between Company and
the Secured Party (the "Purchase Agreement"), Company has agreed to issue to the Secured Party and the
Secured Party has agreed to purchase from Company certain of Company's 12% Secured Convertible
Debentures, due one year from the date of issue (the "Debentures"), which are convertible into shares of
Company's Common Stock, par value $.001 per share (the "Common Stock"). In connection therewith,
Company shall issue the Secured Party certain Common Stock purchase warrants dated as of the date hereof to
purchase the number of shares of Common Stock indicated below each Secured Party's name on the Purchase
Agreement (the "Warrants"); and
WHEREAS, in order to induce the Secured Party to purchase the Debentures, Company has agreed to execute
and deliver to the Secured Party this Agreement for the benefit of the Secured Party and to grant to it a first
priority security interest in certain Intellectual Property (defined below) of Company to secure the prompt
payment, performance and discharge in full of all of Company's obligations under the Debentures and exercise
and discharge in full of Company's obligations under the Warrants; and
NOW, THEREFORE, in consideration of the agreements herein contained and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:
1. Defined Terms. Unless otherwise defined herein, terms which are defined in the Purchase Agreement and used
herein are so used as so defined; and the followi