Exhibit
4.3


 


THE SECURITES
REPRESENTED HEREBY, INCLUDING SECURITIES ISSUABLE UPON CONVERSION OF THIS
DEBENTURE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
“SECURITIES ACT”), AND HAVE NOT BEEN QUALIFIED UNDER THE SECURITIES LAWS OF ANY
OTHER STATE. THE SECURITIES CANNOT BE SOLD OR TRANSFERRED WITHOUT SUCH
REGISTRATION OR QUALIFICATION UNLESS AN EXEMPTION FROM SUCH REGISTRATION OR
QUALIFICATION IS THEN AVAILABLE.


 


MEDICOR LTD.


FORM OF AMENDMENT TO CONVERTIBLE
DEBENTURE


 


WHEREAS, the
                                                         
(hereinafter, the “Holder”) and International Integrated Incorporated  (hereinafter, “III”) are parties to a
Convertible Debenture
(#            ) and
Convertible Debenture Loan Agreement dated as of                        ,
2002 (collectively, the “Debenture”);


 


WHEREAS, the Holder has agreed to extend the
Maturity Date as defined in the Debenture to 
                       ,
2004; and


 


WHEREAS, the Holder and III wish to modify certain other
aspects of the Debenture.


 


NOW,
THEREFORE, in
consideration of the premises and of the mutual promises and representations
hereinafter contained, it is agreed as follows:


 


1.                                       The Debenture is assigned from III to its successor,
MediCor Ltd., a Delaware corporation (“MediCor”), effective as of 
                       ,
2003, with MediCor assuming all obligations of III under the Debenture.


 


2.                                       The Maturity
Date as defined in the Debenture is hereby designated as                         , 2004.


 


3.                                       The Debenture
Shares as defined in the Debenture are hereby changed to be shares of MediCor
common stock.


 


4.                                       The Conversion
Price as defined in the Debenture is hereby changed to be the greater of: a)
Five Dollars ($5.00) per share divided by 1.24268 (the “Multiplier”); or b) Seventy-Five
Percent (75%) of the daily weighted average trading price per share of the
Company’s Common Stock over a period of Twenty (20) trading days prior to the
Conversion Date as noticed to the Company in writing by the Holder not less
than ten (10) business days prior to the Conversion Date divided by the
Multiplier. The Holder hereby agrees that commencing thirty (30) trading days
prior to the Conversion Date as defined in the Debenture and ending on the
Conversion Date, Holder and any representative under Holder’s direction, will
refrain from any direct or indirect trading in the Company’s Common Stock,
including trading of any options or derivative


 


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securities
and lending of any Common Stock or related derivative securities, in order that
the Conversion Price not be influenced in any way by the Holder.


 


5.                                       Commencing upon
                       , 2003, the
interest rate of the Debenture shall be Ten Percent (10%) per annum payable to
the Holder in advance within Ten (10) business days of the receipt by MediCor
of this Amendment executed by the Holder.


 


6.                                       The Company
agrees to make and keep public information regarding the Company available as
those terms are understood and defined in Rule 144 promulgated under the Act (“Rule 144”),
at all times from and after ninety (90) days following the date of the
Company’s initial public offering or the Company’s Common Stock becoming
publicly traded, and to file with the SEC in a timely manner all reports and other
documents required of the Company under the Act and the Securities Exchange Act
of 1934 (the “1934 Act”), at any time after it has become subject to such
reporting requirements. The Company shall at all times reserve and keep
available out of its authorized but unissued shares of Common Stock, for the
purpose of complying with the terms of Section 1 of this Agreement, such
number of its duly authorized shares of Common Stock as shall be sufficient to
issue the Debenture Shares to the Holder pursuant to, and in accordance with,
the terms of Section 1 hereof.  If
at any time the number of authorized but unissued shares of Common Stock shall
not be sufficient for the Company to issue additional shares of Common Stock to
the Holder pursuant to, and in accordance with, the terms of Section 1
hereof, the Company will forthwith take such corporate action as may be
necessary to increase its authorized but unissued shares of Common Stock to
such number of shares as shall be sufficient for such purposes.


 


7.                                       Nothing in this
Agreement shall in any way prohibit the Company from merging with or
consolidating into another corporation, or from selling or transferring all or
substantially all of its assets, or from distributing all or substantially all
of its assets to its stockholders in liquidation, or from dissolving and
terminating its corporate existence, and, in any such event (other than a
merger in which the Company is the surviving corporation and under the terms of
which the shares of Common Stock outstanding immediately prior to the merger
remain outstanding and unchanged), Holder shall have the right exercisable not
less than ten (10) business days prior to the completion of such merger,
consolidation, sale or transfer of assets, liquidation or dissolution, to elect
to: (a) have the outstanding principal amount of the Convertible Debenture
repaid to Holder; or (b) have the entire outstanding principal amount of the
Convertible Debenture converted into the Debenture Shares at the Conversion
Price defined in Paragraph 4 hereof. To the extent that Holder’s right to
convert the Convertible Debenture into the Debenture Shares is accelerated
under this Paragraph 7, the conversion or payment of the entire outstanding
principal amount of the Convertible Debenture shall be contingent upon the
consummation of such merger, consolidation, sale or transfer of assets,
liquidation or dissolution.


 


8.                                       In all other
respects, the Debenture is hereby ratified, confirmed and approved in its
entirety.


 


Signatures
on next page


 


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IN
WITNESS WHEREOF
the parties have set their signatures to this Amendment to Convertible
Debenture to be effective as of the date first written above.


 


“Holder”


 


 


	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  
	
  Titles:

  	
   

  	
   

  	
   

  	
   

  
	
   

  
	
   

  
	
  “MediCor”

  
	
  MEDICOR LTD.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  
	
  Its:

  	
   

  	
   

  
							



 


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