SECURED CONVERTIBLE DEBENTURE PURCHASE AGREEMENT (this "Agreement"),
dated as of December [ ], 2000, among Digital Descriptor Systems, Inc., a Delaware corporation (the
"Company"), and the investors signatory hereto (each such investor is a "Purchaser" and all such investors are,
collectively, the "Purchasers").
WHEREAS, subject to the terms and conditions set forth in this Agreement and in accordance with 4(2) under
the Securities Act of 1933, as amended (the "Securities Act"), the Company desires to issue and sell to the
Purchasers and the Purchasers, severally and not jointly, desire to purchase from the Company, (i) an aggregate
principal amount of $600,000 of the Company's 12% Secured Convertible Debentures, due twelve months from
issuance, which shall be in the form of Exhibit A (the "Debentures"), and which are convertible into shares of the
Company's common stock, $0.001 par value per share (the "Common Stock") and (ii) certain warrants (as
defined in Section 1.1(a)(ii) hereof).
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for
other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the
Company and the Purchasers agree as follows:
PURCHASE AND SALE
1.1 The Closing
(a) (i) The Closing. Subject to the terms and conditions set forth in this Agreement, the Company shall issue and
sell to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company, over the
period of time described herein, the Debentures for an aggregate purchase price of $600,000. The closing of the
purchase and sale of the Debentures (the "Closing") shall take place at the offices of Robinson Silverman Pearce
Aronsohn & Berman LLP ("Robinson Silverman"), 1290 Avenue of the Americas, New York, New York
10104, immediately following the execution hereof or such later date as the parties shall agree. The date of the
Closing is hereinafter referred to as the "Closing Date."