EXHIBIT 10.13
Digital Descriptor Systems, Inc.
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September 30, 2002
AJW Qualified Partners, LLC
AJW Offshore, Ltd.
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Re: Digital Descriptor Systems, Inc.- Private Placement
Dear Sirs:
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.
As an inducement to the Buyers purchasing the Debentures and
the Warrants, the Company hereby represents to the Buyers that the
representations and warranties made by the Company in that certain Securities
Purchase Agreement dated as of December 31, 2001 by and among the Company and
the other parties thereto (the "Purchase Agreement") are true and correct,
except as otherwise set forth in the Schedules attached to this letter
agreement. Each Buyer severally (and not jointly) represents and warrants to the
Company that each of the representations and warranties contained in Section 2
of the Purchase Agreement are true and correct with respect to such Buyer, to
the same extent as if such representations and warranties were made by such
Buyer in the Purchase Agreement. The Company hereby agrees to perform all of the
other covenants and agreements contained in the Purchase Agreement to the same
extent as if such covenants and agreements were made to the Buyers, except as
otherwise set forth in the Schedules attached to this letter agreement. In
addition, the Company agrees that the terms and conditions of that certain
Registration Rights Agreement dated as of December 31, 2001 by and among the
Company and the other parties thereto shall apply to the shares of Common Stock
underlying the Debentures and the Warrants, including without limitation the
agreements by the Company (i) to register three (3) times the number of shares
of Common Stock issuable upon conversion of the Debentures and upon exercise of
the Warrants, (ii) to file a Registration Statement in connection with this
transaction within five (5) business days of the closing of this transaction and
(iii) to use its best efforts to cause such Registration Statement to be
declared effective by the SEC within fifteen (15) business days of the closing
of this transaction.
Please signify your agreement with the foregoing by executing
this Letter Agreement where indicated and returning it to the undersigned.
Sincerely,
DIGITAL DESCRIPTOR SYSTEMS, INC.
By:
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President & Chief Operating Officer
ACCEPTED AND AGREED:
AJW QUALIFIED PARTNERS, LLC
By: AJW Manager, LLC
By:
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Manager
AJW OFFSHORE, LTD.
By: First Street Manager II, LLC
By:
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Manager
