0000950116-02-002302 Sample Contracts

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Digital Descriptor Systems, Inc. 446 Lincoln Highway Fairless Hills, PA 19030
Private Placement Agreement • October 10th, 2002 • Digital Descriptor Systems Inc • Services-prepackaged software

This letter sets forth the terms and conditions pursuant to which you (collectively, the "Buyers") have agreed to purchase from Digital Descriptor Systems, Inc. (the "Company") the following: (i) Secured Convertible Debentures in the aggregate principal amount of $100,000 (the "Debentures") and (ii) warrants to purchase 300,000 shares of the Company's Common Stock (the "Warrants"), each in the form attached to this letter agreement, for the aggregate consideration of $100,000.

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