EXHIBIT 4.2
TERMINATION AGREEMENT
Termination Agreement, dated July 18, 2001 (the "AGREEMENT"), by and among
DREAMLIFE, INC. (successor in interest to GHS, Inc.) (the "COMPANY"), Xxxxxxx X.
Xxxxxxx ("XXXXXXX"), Xxxxxxx Research International Inc. ("XXXXXXX RESEARCH")
and CYL Development Holdings LLC ("CYL").
WHEREAS, the parties to this Agreement are all of the parties to the
Stockholders Agreement, dated May 27, 1999 (the "STOCKHOLDERS AGREEMENT");
WHEREAS, each of the parties hereto desire to terminate the Stockholders
Agreement;
NOW, THEREFORE, in consideration of the mutual promises made herein and
other good an valuable consideration the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agrees as follows:
1. The parties hereto hereby agree to terminate in its entirety the
Stockholders Agreement and upon the execution and delivery of this
Agreement the Stockholders Agreement shall be of no further force or
effect.
2. This Agreement shall be construed and enforced in accordance with the laws
of the State of New York without regard to principles of conflicts of laws
thereof.
3. This Agreement may be signed in two or more counterparts, each counterpart
of which shall be deemed to be an original, all of which together shall be
deemed to be one and the same instrument.
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In witness whereof the parties or their duly authorized officers have
executed this Termination Agreement as of the date first written above.
DREAMLIFE, INC. (as successor in interest to GHS, Inc.)
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: Chief Executive Officer
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
XXXXXXX RESEARCH INTERNATIONAL INC.
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title:
CYL DEVELOPMENT HOLDINGS, LLC
By: /s/ Xxxxx X. Xxx
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Name: Xxxxx X. Xxx
Title: Member
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