Exhibit
4.5


 


THE DEBENTURES
OFFERED HEREBY 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 DEBENTURES 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 CONVERTIBLE DEBENTURE


 


	
  DEBENTURE #:

  	
   

  	
  DATE OF ISSUANCE:

  	
   

  



 


#


 


PRINCIPAL AMOUNT:


 


$


 


 


FOR VALUE RECEIVED,
the undersigned, MEDICOR LTD., a
Delaware corporation (the “Company”) promises to pay to the order of
                                
(the “Holder”), as defined in the MediCor Convertible Debenture
Agreement dated as of the Date of Issuance set forth above between the Company
and the Holder and hereby incorporated herein by this reference (the “Agreement”),
or order, at Holder’s address as designated on the signature page of the
Agreement, or at such other address as the Holder designates, the entire outstanding principal amount of
this Convertible Debenture or to issue to the Holder the Debenture Shares at
the Conversion Price, at the Holder’s option on the Conversion Date, all as
defined in Section 1 of the Agreement.


 


1.             PAYMENTS
AND INTEREST.         The
outstanding principal amount of this Convertible Debenture shall bear interest
at a rate of Eight Percent (8%) per annum, for as long as the Convertible Debenture is outstanding. Interest shall
be paid to the Holder by the Company on a quarterly basis, payable within
thirty (30) days from the end of each calendar quarter. If the Holder converts
this Convertible Debenture into the Debenture Shares or elects to have the outstanding
principal amount of this Convertible Debenture repaid to the Holder as described in Section 2 of the Agreement, the
Company will pay any accrued and unpaid interest, pro-rated to the Conversion
date on the basis of a 365 day year, due the Holder and no further interest
past the Conversion Date will be due to the Holder by the Company. This
Convertible Debenture is payable only by the either: (i) the payment to the
Holder by the Company of the outstanding principal amount of this Convertible 


 


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Debenture; or (ii) by the issuance by the Company of the Debenture
Shares, with the exception of any fractional shares which may be issuable
hereunder, which will be paid in cash by the Company.


 


2.             SECURITY.           This Convertible
Debenture is an unsecured obligation of the Company.


 


3.             SEVERABILITY.                 If any
provision of this Convertible Debenture is invalid by operation of any law or
interpretation placed thereon by any court, this Convertible Debenture shall be
construed as not containing such provision and all other provisions of this
Convertible Debenture which are otherwise lawful shall remain in full force and
effect, and to this end the provisions of this Convertible Debenture are
declared to be severable.


 


4.             GOVERNING
LAW.           THIS CONVERTIBLE DEBENTURE AND ALL AMENDMENTS, SUPPLEMENTS,
WAIVERS AND CONSENTS RELATING HERETO OR THERETO SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAW.  EACH
PARTY HEREBY IRREVOCABLY SUBMITS ITSELF TO THE JURISDICTION OF THE COURTS
SITTING IN THE STATE OF DELAWARE AND AGREES AND CONSENTS THAT SERVICE OF
PROCESS MAY BE MADE UPON IT IN ANY LEGAL PROCEEDINGS RELATING HERETO BY
ANY MEANS ALLOWED UNDER DELAWARE LAW.


 


5.             ASSIGNMENT.    With respect to any offer, sale or other disposition of this
Convertible Debenture, the Holder will give written notice to the Company prior
thereto, describing briefly the manner thereof, together with a written opinion
of such Holder’s counsel, to the effect that such offer, sale or other
distribution may be effected without registration or qualification (under any
federal or state law then in effect). Promptly upon receiving such written
notice, the Company shall notify such Holder whether such Holder may sell or
otherwise dispose of this Convertible Debenture, all in accordance with the
terms of the notice delivered to the Company.


 


6.             FORBEARANCE
NOT A WAIVER.                No delay or
omission on the part of the Holder in exercising any rights under this
Convertible Debenture or under the Agreement as defined herein, on default by
the Company, shall operate as a waiver of such right or of any other right
under this Convertible Debenture, for the same default or any other default.


 


7.             MANNER
OF NOTIFICATION.       Any
notice or surrender to the Company provided for in this Convertible Debenture
shall be given by personal delivery or by mailing such notice or making such
surrender by first class or certified mail, return receipt requested, addressed
to the Company at the property address stated below, or to such other address
as the Company may designate for such purpose by written notice to the
Holder.  Any notice to the Holder shall
be given by personal delivery or by mailing such notice by first class or
certified mail, return receipt requested, to the Holder at the address stated
on the signature page of the Agreement, or at such other address as may have
been designated the Holder by written notice to the Company.  Mailed notices shall be deemed delivered and
received on the delivery date as shown on the postal return receipt or the
receipt furnished by an independent courier service, and any notices
transmitted by confirmed facsimile transmission will be deemed delivered and
received as of the date of the transmission.


 


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8.             CONVERSION
RIGHTS OF HOLDER.         In the sole discretion of the Holder, not
more than twenty (20) business days nor less than ten (10) business days prior
to the first anniversary of the Date of Issuance set forth above and thereafter
prior to the 18-month, 24-month, 30-month and 36-month anniversary of the date
hereof, the Holder may elect to: (a) have the entire outstanding principal
amount of the Convertible Debenture repaid to the Holder, along with any
accrued and unpaid interest thereon; (b) covert the entire outstanding
principal amount of the Convertible Debenture into the Debenture Shares at the Conversion Price as defined in
Section 1 of the Agreement; or (c) continue to hold this Convertible
Debenture until the third anniversary of the Date of Issuance set forth above
(the “Maturity
Date”). If the Holder does not so notify the Company of Holder’s
election prior to any Conversion Date, as defined in Section 1 of the
Agreement, then the Company will continue to record this Convertible Debenture
as outstanding. In the sole discretion of the Holder, not more than twenty (20)
business days nor less than ten (10) business days prior to the Maturity Date
as defined above, the Holder may elect to: (a) have the entire outstanding
principal amount of the Convertible Debenture repaid to the Holder, along with
any accrued and unpaid interest thereon; or (b) covert the entire outstanding
principal amount of the Convertible Debenture into the Debenture Shares at the Conversion Price as defined in
Section 1 of the Agreement. If the Holder does not so notify the Company
prior to the Maturity Date, the Convertible Debenture will automatically
convert into the Debenture Shares at the Conversion Price and, upon such
conversion, any and all obligations of the Company to the Holder hereunder
shall be satisfied.


 


8.1          Conversion
Procedure; Notice of Conversion.              Before
the Holder shall be entitled to convert this Convertible Debenture into the
Debenture Shares, the Holder shall surrender this Convertible Debenture to the
Company at the address of the Company provided for such purpose pursuant to
Section 7 and shall give written notice by mail, postage prepaid, to the
Company, of the election to convert the same, all as described in the Agreement
and in Section 8 hereof. The Company shall, as soon as practicable
thereafter, issue and deliver to the Holder pursuant to Section 8.2 a
certificate or certificates for the Debenture Shares to which the Holder shall
be entitled as aforesaid (bearing such legends as are required by applicable
state and federal securities laws in the opinion of counsel to the Company),
including a check payable to the Holder for any cash amounts payable as
described in Section 8.2. Such conversion shall be deemed to have been
made immediately prior to the close of business on the Conversion Date as
defined in Section 1 of the Agreement, and the Holder shall be treated for
all purposes as the record holder or holders of such shares of the Common Stock
as of such date.


 


8.2          Mechanics
and Effect of Conversion.               No
fractional shares of the Common Stock shall be issued upon conversion of this
Convertible Debenture. In lieu of the Company issuing any fractional shares to
the Holder upon the conversion of this Convertible Debenture, the Company shall
pay to the Holder the amount of outstanding principal that is not so converted
because of a fractional share, such payment to be in the form as provided
below. Upon the conversion of this Convertible Debenture pursuant to
Section 8, the Holder shall surrender this Debenture, duly endorsed, at
the Company’s address provided for such purpose pursuant to Section 7. At
is expense, the Company shall, as soon as practicable thereafter, issue and
deliver to such Holder by mail a certificate or certificates for the number of
whole shares of the Common Stock to which the Holder shall be entitled upon
such conversion (bearing such legends as are required by applicable state and
federal securities laws in the opinion of counsel to the Company). Upon
conversion of this Convertible Debenture or repayment of


 


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the entire principal amount of this Convertible Debenture to the
Holder, the Company shall be forever released from all of its obligations and
liabilities under this Convertible Debenture.


 


9.             HEADING;
REFERENCES.                All
headings used herein are used for convenience only and shall not be used to
construe or interpret this Convertible Debenture. Except where otherwise
indicated, all references herein to Sections refer to Sections hereof.


 


	
   

  	
  THE COMPANY:

  
	
   

  	
  MEDICOR
  LTD.

  a Delaware Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
  4560 South Decatur
  Blvd. Suite 300

  
	
   

  	
  Las Vegas, NV.  89103

  



 


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NOTICE OF CONVERSION


 


(To be signed only upon Conversion of
Debenture)


 


	
  TO:

  	
  MEDICOR
  LTD.

  
	
   

  	
  4560 South Decatur
  Blvd. Suite 300

  
	
   

  	
  Las Vegas, NV.  89103

  



 


The undersigned, the
Holder of the foregoing Convertible Debenture, hereby surrenders such
Convertible Debenture for conversion into shares of the Common Stock of MEDICOR LTD., a Delaware
Corporation, to the extent of the entire outstanding principal amount of the
Convertible Debenture, and requests that the certificates for such shares be
issued in the name of, and delivered to :


 


 


whose address is:


 


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signed:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Signature must conform
  in all respects to the name of

  the Holder as specified on the face of the Debenture)

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
						



 


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