CONVERTIBLE DEBENTURE PURCHASE AGREEMENT
THIS twelfth AMENDMENT TO CONVERTIBLE DEBENTURE PURCHASE AGREEMENT (the
"Amendment") is entered into as of March 31, 2000, by and between DISC, Inc., a California corporation (the
"Company"), and MK GVD Fund (the "Purchaser").
R E C I T A L S:
A. WHEREAS on March 29, 1996 the Company and Purchaser entered into a Convertible Debenture Purchase
Agreement pursuant to which the Company agreed to sell, and Purchaser agreed to purchase, an aggregate of
$1,400,000 in principal amount of Convertible Debentures, each convertible into shares of the Company's
Preferred Stock, which Agreement was amended as of December 31, 1996, April 11, 1997, December 31,
1997, March 27, 1998, June 30, 1998 and September 25, 1998, December 31, 1998, March 30, 1999, June
30, 1999, September 30, 1999 and December 31, 1999 to increase the aggregate amount of Convertible
Debenture to be purchased thereunder to $8,610,000.
B. The Company and Purchaser now seek to amend the Agreement to increase the total amount of Convertible
Debentures which Purchaser agrees to purchase thereunder.
NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, and in
consideration of the mutual covenants set forth herein, the parties hereto agree as follows:
1. DEFINITIONS. Unless otherwise defined herein, capitalized terms used in the Amendment shall have the
same meanings ascribed to them in the Convertible Debenture Purchase Agreement.
2. AMENDMENT TO CONVERTIBLE DEBENTURE PURCHASE AGREEMENT. Section 1.1(a) of the
Convertible Debenture Purchase Agreement is hereby amended to provide that Purchaser agrees to purchase,
and the Company agrees to issue and sell, an aggregate of $9,430,000 in principal amount of Convertible
3. ENTIRE AGREEMENT; AMENDMENT. The Convertible Debenture Purchase Agreement, as amended by
this Amendment, constitutes the full and complete agreement and understanding between the parties