1
EXHIBIT 4.2
CONSULTING SERVICES AGREEMENT
This Consulting Services Agreement ("Agreement") is made this 30th day
of May, 1997, between Xxxxx X. Xxxxxxxx ("Xxxxxxxx") and DISC, Inc., a
California corporation ("DISC"), who agree as follows:
1. CONSULTING. DISC shall engage Xxxxxxxx as a marketing consultant and
Xxxxxxxx shall serve DISC in such capacity, upon the terms hereinafter set
forth.
2. COMPENSATION. As compensation for Xxxxxxxx'x services as a
consultant, DISC shall issue to Xxxxxxxx, on June 30, 1997, 3,500 shares of
DISC's common stock.
3. CONFIDENTIALITY. For a period of two years following termination of
Xxxxxxxx'x consulting services, Xxxxxxxx shall refrain from directly or
indirectly, for his own account or as agent, servant, employee or member of any
firm (a) disclosing to any other person or entity any confidential information
or trade secrets of DISC, without DISC's written consent, and (b) engaging,
hiring, employing or soliciting the employment of any of DISC's then employees
or of the then employees of any of DISC's affiliates or subsidiaries.
4. MISCELLANEOUS PROVISIONS.
(a) Assignment. The performance of Xxxxxxxx contemplated
hereunder is personal in nature and, accordingly, neither this Agreement nor any
part thereof may be assigned by either party hereto. Except as otherwise
provided herein, this Agreement is binding upon and shall inure to the benefit
of the parties hereto and their respective successors, assigns, heirs and
personal representatives and, in the case of DISC, any successor by operation of
law or otherwise.
(b) Governing Law. The validity of this Agreement, the
construction of its terms and the determination of the rights and duties of the
parties hereto shall all be governed by the laws of the State of California.
IN WITNESS WHEREOF, the parties hereto have executed this Consulting
Agreement as of the date and year first above written.
DISC, INC.,
a California corporation
By: /s/ J. Xxxxxxx Xxxxx
---------------------------
J. Xxxxxxx Xxxxx, President
/s/ Xxxxx X. Xxxxxxxx
---------------------------
Xxxxx X. Xxxxxxxx
