January 10, 2003
Continental Stock Transfer & Trust
17 Battery Place
New York, NY 10004
Ladies and Gentlemen:
Digital Descriptor Systems, Inc., a Delaware corporation (the "Company"), and certain investors (the "Investors")
have entered into a Securities Purchase Agreement dated as of January 10, 2003 (the "Agreement") providing for
the issuance of 12% Convertible Debentures in the aggregate principal amount of $500,000 (the "Debentures")
and warrants to purchase an aggregate of 1,500,000 shares of the Company's Common Stock (the "Warrants"),
for the aggregate consideration of $500,000.
You are hereby irrevocably authorized and instructed to reserve (subject to the Stockholder Approval (as
defined in the Agreement) a sufficient number of shares of Common Stock (initially, 103,000,000 shares) of the
Company for issuance upon full conversion of the Debentures and exercise of the Warrants in accordance with
the respective terms thereof. You are hereby further irrevocably authorized and directed to issue the shares of
Common Stock so reserved upon your receipt from the Company of a notice of conversion ("Notice of
Conversion") or exercise agreement ("Exercise Agreement") duly executed by an Investor in accordance with the
terms of such notices and agreements and the Debentures and Warrants, as applicable.
A copy of a Form of Debenture and Form of Warrant is attached hereto. You should familiarize yourself with
your issuance and delivery obligations, as Transfer Agent, contained therein. The shares to be issued are to be
registered in the names of the registered holder of the securities submitted for conversion or exercise.
So long as you have previously received confirmation from the Company that the shares have been registered
under the 1933 Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of
securities as of a particular date that can then be immediately sold, such shares should be transferred, at the
option of the