Transfer Agent Instructions

Exhibit 10.9.1


TRANSFER AGENT INSTRUCTIONS


Ladies and Gentlemen:


Reference is made to that certain Secured Convertible Debenture Purchase Agreement (the "Purchase Agreement") among Digital Descriptor Systems, Inc., a Delaware corporation (the "Company"), and the buyers named therein (the "Holders") pursuant to which the Company is issuing to the Holders its 12% Secured Convertible Debentures due December [ ], 2001 (the "Debentures"), and certain Common Stock purchase warrants (the "Warrants") which shall be convertible and exercisable, respectively, into shares of the Company's Common Stock, $.001 par value per share (the "Common Stock"). The shares of Common Stock issuable upon conversion of the Debentures and payment of interest thereon and exercise of the Warrants, are collectively referred to herein as "Underlying Shares. " The number of Underlying Shares to be reserved for this transaction are approximately 7,500,000.


This letter shall serve as our irrevocable authorization and direction to you (provided that you are the transfer agent for the Company with respect to its Common Stock at such time) to issue Underlying Shares from time to time upon notice from the Company to issue such Underlying Shares. Such notice shall be signed by two officers of the Company. So long as you have previously received (x) an opinion of the Company's outside counsel substantially in the form of Exhibit I attached hereto (which the Company shall direc ...