Exhibit
4.1


 


FOR
ACCREDITED INVESTORS ONLY


 


INTERNATIONAL
INTEGRATED INCORPORATED

FORM OF CONVERTIBLE DEBENTURE LOAN AGREEMENT


 


THIS LOAN AGREEMENT (the
“Agreement”)
is by and between
                                            
(the “Holder”)
and INTERNATIONAL INTEGRATED INCORPORATED, a British
Virgin Islands corporation with its registered office at Craigmuir Chambers,
P.O. Box 71, Road Town, Tortola, British Virgin Islands  (the “Company”).


 


RECITALS:


 


WHEREAS:


 


A.                                    The
Holder agrees to lend the Company the principal amount as defined below and
receive one year’s worth of prepaid interest thereon; and


 


B.                                    The Holder agrees
to make such loan to the Company in the form of  a Convertible Debenture, convertible in the Holder’s sole
discretion, into the Company’s Common Stock, $.01 par value per share (the “Common
Stock”) on the terms set forth below which is limited to Accredited
Holders only; and


 


C.                                    The
Company and the Holder wish to enter into this Agreement to reflect the other
terms of the investment.


 


AGREEMENT


 


NOW, THEREFORE, intending
to be legally bound, the parties hereto agree as follows:


 


1.                                      LOAN.         The
Holder hereby agrees to lend to the Company
                                                           
($              )
payable in cash, or good funds (the “Loan Amount”).  The Company hereby agrees to pay to the Holder on the date which
is twelve (12) months from the date hereof (the “Maturity Date”), at the
Holder’s sole discretion as indicated to III in writing, either: (a.)
the Loan Amount; or (b) shares of III common stock (the “Debenture
Shares”) equal to the Principal Amount divided by FIVE DOLLARS
($5.00) per share (the “Conversion Price”). The Company agrees to
pay the Holder prepaid interest in the amount of
                                                           
THOUSAND DOLLARS
($                    )
within Ten (10) business days of bank clearance of the Holder’s Loan Amount.


 


1

















 


2.                                      COMPANY’S
REPRESENTATIONS AND WARRANTIES.  The
Company represents and warrants to Holder that on the date hereof:


 


2.1                               The Company is a
corporation duly organized, validly existing and in good standing under the
laws of the British Virgin Islands and is duly qualified as a foreign
corporation in each jurisdiction in which the character of the properties owned
or held under lease by it or the nature of the business transacted by it
requires such qualification.  The
Company has all requisite power to transact the business it transacts and
proposes to transact, to execute and deliver this Agreement and all other
documents and agreements contemplated hereby and thereby, and to perform the
provisions hereof and thereof and to consummate the transactions contemplated
hereby and thereby.


 


2.2                               The execution, delivery
and performance of this Agreement and all other documents and agreements
contemplated hereby to be executed, delivered and performed by the Company, and
the consummation of the transactions contemplated hereby or thereby, have been
duly authorized and approved by the Company. 
This Agreement and all other documents and agreements contemplated
hereby to be executed and delivered by the Company have each been duly
authorized, executed and delivered by, and each is the valid and binding
obligation of, the Company, enforceable against it in accordance with its
terms, except as may be limited by applicable bankruptcy, reorganization,
insolvency, moratorium or other similar laws or by legal or equitable
principles relating to or limiting creditors’ rights generally.


 


2.3                               The authorized capital
stock of the Company consists of the following: 50,000,000 authorized shares of
common stock, par value $0.01; and 20,000,000 authorized shares of Preferred
stock, par value $0.01.  The Shares
will, when issued, be duly and validly issued, fully paid and nonassessable.


 


2.4                               The consummation of the
transactions contemplated by this Agreement and the performance of the terms
and provisions of this Agreement and any other documents or agreements
contemplated hereby will not (i) contravene, result in any breach of, or
constitute a default under any indenture, mortgage, deed of trust, bank loan or
credit agreement, corporate charter, by-laws or other material agreement or
instrument to which the Company is a party or by which the Company or any of
its properties is bound, (ii) conflict with or result in a breach of any of the
terms, conditions or provisions of any order of any court, arbitrator or
federal, state, municipal or other governmental department, commission, board,
bureau, agency or instrumentality, domestic or foreign (collectively, “Governmental
Person”) applicable to the Company or (iii) violate any material
provision of any statute or other rule or regulation of any Governmental Person
applicable to the Company.


 


2.5                               No consent, approval or
authorization of, or registration, filing or declaration with, any person or
entity is required for the transfer of the Convertible Debenture or the
Debenture Shares or the valid delivery of the Convertible Debenture or the
Debenture Shares or for the performance by the Company of this Agreement or any
other documents or agreements contemplated hereby, other than the filings,
registrations or qualifications under securities laws or that may be required
to be made or obtained in connection with the offers transfer, sale or delivery
of the Convertible Debenture or the Debenture Shares or any interest therein.


 


2.6                               Upon issuance (including
payment of the purchase or exercise price there for), Holder shall acquire good
and marketable title to the Convertible Debenture free and clear of all
covenants, conditions, restrictions, liens, pledges, charges, encumbrances,
options and adverse claims or rights of any kind whatsoever.


 


2

















 


3.                                      COVENANTS
OF THE COMPANY.  The Company
hereby makes the following covenants and agrees that:


 


3.1                               The
Company will do or cause to be done all things necessary to preserve and keep
in full force and effect the Company’s corporate existence in accordance with
the rights (charter and statutory), licenses and franchises of the Company; provided,
however, that the foregoing shall not restrict any merger,
acquisition of, consolidation with or other such transaction involving the
Company, whether or not it is the surviving corporation.


 


3.2                               The
Company shall pay prior to delinquency all taxes, assessments and governmental
levies that may be imposed upon the Company, except as contested in good faith
and by appropriate proceedings.


 


3.3                               The
Company shall comply in all respects with all applicable laws, statutes and
regulations of any Governmental Person, a violation of which would have a
material adverse effect on the financial condition, operations, business,
profits, prospects or properties of the Company or the validity or enforceability
of this Agreement or any other documents or agreements contemplated hereby or
thereby or any of the transactions contemplated hereby or thereby.


 


3.4                               The
Company shall refuse to register any transfer of any of the Debenture Shares
not made in accordance with the provisions of Regulation D, pursuant to
registration under the Securities Act, or pursuant to an available exemption
from registration.


 


4.                                      HOLDER’S
REPRESENTATIONS.  The Holder
hereby makes the following representations to the Company which shall also be
true and correct at the Closing and which shall survive the Closing:


 


4.1                               The
Holder represents and warrants that the Holder is an “Accredited Holder” within
the meaning of Regulation D promulgated under the Act, and as more specifically
described in Exhibit A hereto.


 


4.2                               The
Holder is, by reason of the Holder’s business or financial experience, or by
reason of the business or financial experience of the Holder’s professional
adviser, who is not affiliated with and is not compensated directly or
indirectly by the Company, or any affiliate or selling agent of the Company, is
capable of evaluating the merits and risks of the purchase of the Shares and of
protecting the Holder’s own interests in connection with the investment
contemplated herein.


 


4.3                               The
Holder acknowledges that it has received and carefully reviewed a copy of the
form of Convertible Debenture attached hereto as Exhibit “B”.  The form of Convertible Debenture and this
Agreement are hereinafter collectively referred to as the “Materials,” and the Holder
further acknowledges that it has read all of the disclosures set forth in the
Materials.  The Holder has had the
opportunity to ask questions and receive answers from the Company concerning
the terms and conditions of the offering described in the Materials and by the
Company.  The Holder recognizes that the
Company has a limited operating history and is a speculative venture, and that
if the Holder invests therein, the Holder may lose the entire amount of its
investment.  The Holder acknowledges
that its representatives and the Holder have been provided with the opportunity
to obtain any additional information necessary to verify the accuracy of all
information provided to the Holder in the Materials.


 


4.4                               In
deciding whether to acquire the Convertible Debenture, the Holder has relied
exclusively upon consultations with its legal, financial and tax advisers with
respect to the nature of the investment and the information provided by the
Company in the Materials and this Agreement. 
None of the Holder’s advisors are affiliated with, or compensated
directly or indirectly by, the Company or any affiliate or selling agent of the
Company.


 


3

















 


4.5                               The
Holder understands that neither the SEC, nor any other governmental agency
having jurisdiction over the sale and issuance of the Convertible Debenture
will make any finding or determination relating to the appropriateness for
investment of the Convertible Debenture offered by the Company and that none of
them has or will recommend or endorse the Convertible Debenture.


 


4.6                               The
Holder represents that the Convertible Debenture is purchased for his own
account for investment and is not being purchased with a view to the resale or
distribution thereof, and that the Holder has no present intention of
distributing or reselling any portion of the Convertible Debenture.  The Holder acknowledges that it has been
informed by the Company that the Convertible Debenture, and the Debenture
Shares, to be issued and delivered have not been registered under the Act and
that the Convertible Debenture and Debenture Shares must be held indefinitely
unless subsequently registered under the Act or an exemption for such
registration is available.  The Holder
acknowledges that, other than as may be set forth in the Materials, the Company
has no obligation to register the Convertible Debenture or the Debenture Shares
under the Act.  The Holder also
acknowledges that it is fully aware of the restrictions on disposing of the
Convertible Debenture and the Debenture Shares resulting from the provisions of
the Act and the General Rules and Regulations of the SEC thereunder.


 


4.7                               The
Holder understands that the Convertible Debenture will not be freely
transferable and the ability to transfer the Debenture Shares is also
restricted.


 


4.8                               The
Holder recognizes that there is not a public market for the Convertible
Debenture and that there is no assurance that there will be such a market for
these securities.  The Holder
understands that it may have to hold the Debenture Shares indefinitely due to
the lack of such a market.


 


4.9                               The
Holder represents that he possesses such knowledge and experience in business
and financial matters that he is capable of evaluating the merits and risks of
his investment in the Convertible Debenture. 
The Holder also has the degree of sophistication in these matters
necessary to understand (1) the financial and operational information provided
to it relating to the Company, and (2) the potential risk of losing all or a
portion of his investment in the Convertible Debenture.  The Holder represents that he is able to
bear the economic risk of a loss of its investment in the securities, that he
has funds adequate to meet personal needs and contingencies and that he has no
need for liquidity of the investment in the Convertible Debentures.


 


4.10                        The
Holder recognizes that “stop transfer” instructions will be issued against his
Debenture Shares and that the following legend will be placed on the Debenture
Shares issued:


THE SHARES REPRESENTED BY
THIS CERTIFICATE HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. 
THE SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT.


 


5.                                      REGISTRATION
RIGHTS.


 


5.1                               For the period
commencing with the issuance of the Convertible Debenture and terminating one
year after the Effective Date as defined below, if at any time the Company
shall propose to register any of its shares for sale or disposition for its own
account for cash under the Act in a public offering, including an initial
public offering (the “IPO”) under an S-1 registration statement other than a
registration relating to its employee benefit plans, the Company shall:


 


4

















 


(a)                                  Promptly give to the
Holder at least thirty (30) days’ written notice prior to the filing thereof
(which shall include, if then determined, the proposed date on which the
registration statement is to be filed, the proposed price and registration
price per share, the number of shares proposed to be included in such
registration, the identity of any proposed selling stockholders and a list of
the jurisdictions in which the Company intends to attempt to qualify such
securities under the applicable blue sky or other state securities laws); and


 


(b)                                  Subject to
Section 5.2 below, include in such registration (and any related
qualification under blue sky laws or other compliance), and in any underwriting
involved therein, a portion of the Holder’s Shares (as hereinafter defined)
which are specified in a written request, or requests, made by the Holder
within ten (10) days after receipt of such written notice from the Company by
the Holder.


 


The rights of the Holder
to registration pursuant to this Section 5.1 shall be conditioned upon the
Holder’s participation in any underwriting relating to the Company’s registered
public offering.  The Holder shall (together
with the Company) enter into an underwriting agreement in customary form with
the underwriter or underwriters selected by the Company.  The Company will use its best efforts to
include the Holder’s Shares in such registration statement.  Notwithstanding any provision of this
Section 5.1, if the underwriter, in its sole discretion, determines that
marketing factors require a limitation of the number of securities to be
underwritten, or that the registration statement be limited to shares offered
by the Company only, the underwriter may exclude some or all of the Holder’s
Shares for which the Holder seeks registration from inclusion in the
registration and underwriting, which reduction shall be pro rata among the
Holder, the Company, and any other shareholder whose shares are sought to be
included in the registration.  The
Company will bear the expenses of such registration, except for an underwriting
commission or discount and the expenses of special counsel for the Holder.


 


5.2                               In addition, from time
to time, the Company will register the Holder’s Shares, at its expense, on
registration statements or Form S-3 after the date upon which the Company meets
the requirements to register Holder’s Shares on a Form S-3.


 


5.3                               Definitions.  For purposes of this Section 5:


 


5.3.1                     The terms “register”, “registered” and
“registration”
refer to a registration effected by preparing and filing a
registration statement or similar document in compliance with the Act, and the
declaration or ordering of effectiveness of such registration statement or
document; and


 


5.3.2                     The term “Holder’s Shares” means any
Common Stock issued upon conversion of the Convertible Debenture held by the
Holder; and


 


5.3.3                     The term “Effective Date” shall mean
the date the effectiveness of the Company’s registration on Form S-1, or
equivalent registration, for an initial public offering (IPO) is declared
effective by the SEC.


 


5.4                               Indemnification.  In the event any Holder’s Shares are
included in a registration statement under this Section 5:


 


5.4.1                     To the extent permitted by law,
the Company will indemnify and hold harmless the Holder, and its partners,
against any losses, claims, damages or liabilities (joint or several) to which
it may become subject under the Act, the 1934 Act, or other federal or state
law, insofar as such losses, claims, damages or liabilities (or action in
respect thereof) arise out of or are based upon any of the following
statements, omissions or violations (collectively, a “Violation”):  (i) any untrue statement or alleged untrue
statement of a material fact contained in such registration statement,
including any preliminary prospectus or final prospectus contained therein or
any amendments or


 


5

















 


supplements thereto, (ii) the omission or alleged omission to state
therein a material fact required to be stated therein, or necessary to make the
statements therein not misleading, or (iii) any violation or alleged violation
by the Company of the Act, the 1934 Act, any state securities law or any rule
or regulation promulgated under the Act, the 1934 Act or any state securities
law.  The Company will reimburse the
Holder, and its partners, for any legal or other expense actually incurred by
them in connection with investigating or defending any such loss, claim,
damage, liability or action. 
Notwithstanding the preceding, the indemnity agreement contained in this
Section 6.4.1 shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability or action if such settlement is effected without
the consent of the Company (which consent shall not be unreasonably withheld),
nor shall the Company be liable in any such case for any such loss, claim,
damage, liability or action to the extent that it arises out of or is based
upon a Violation which occurs solely in reliance upon or in conformity with
written information furnished expressly for use in connection with such
registration by the Holder.


 


5.4.2                     To the extent permitted by law,
the Holder will indemnify and hold harmless the Company, each of its directors,
each of its officers who has signed the registration statement, each person, if
any, who controls the Company within the meaning of the Act, and any
underwriter, against any losses, claims, damages or liabilities (joint or
several) to which the Company or any such director, officer, controlling
person, or underwriter may become subject, under the Act, the 1934 Act or other
federal or state law, insofar as such losses, claims, damages or liabilities
(or actions in respect thereto) arise out of or are based upon any Violation,
in each case to the extent (and only to the extent) that such Violation occurs
solely in reliance upon written information furnished by the Holder and
expressly for use in connection with such registration.  The Holder will reimburse any legal or other
expense reasonably incurred by the Company or any such director, officer,
controlling person or underwriter in connection with investigating or defending
any such loss, claim, damage, liability or action.  Notwithstanding the preceding, the indemnity agreement contained
in this Section 6.4.2 shall not apply to amounts paid in settlement of any
such loss, claim, damage, liability or action if such settlement is effected
without the consent of the Holder, which consent shall not be unreasonably withheld.


 


5.4.3                     Promptly after receipt by an
indemnified party under this Section 6.4 of notice of the commencement of
any action (including any governmental action), such indemnified party will, if
a claim in respect thereof is to be made against any indemnifying party under
this Section 6.4, deliver to the indemnifying party a written notice of
the commencement thereof.  Following
receipt of such notice, the indemnifying party shall have the right to
participate in, and, to the extent the indemnifying party so desires, jointly
with any other indemnifying party similarly noticed, to assume the defense
thereof with counsel mutually satisfactory to the parties; provided, however,
that an indemnified party shall have the right to retain its own counsel, with
the fees and expenses to be paid by the indemnifying party, if representation
of such indemnified party by the counsel retained by the indemnifying party
would be inappropriate due to actual or potential differing interests between
such indemnified party and any other party represented by such counsel in such
proceeding.  The failure to deliver
written notice to the indemnifying party within a reasonable time of the
commencement of any such action, if prejudicial to its ability to defend such
action, shall relieve such indemnifying party of any liability to the
indemnified party under this Section 5.4. 
However, the omission so to deliver written notice to the indemnifying
party will not relieve it of any liability that it may have to any indemnified
party otherwise than under this Section 5.4.


 


5.4.4                     The obligations of the Company
under this Section 5.4 shall survive the completing of any offering of the
Holder’s Shares in a registration statement under this Section 5.


 


6

















 


5.5                               Delay.  The Holder shall have no right to take any
action to restrain, enjoin or otherwise delay any registration as a result of
any controversy that may arise with respect to the interpretation or
implementation of this undertaking.


 


5.6                               Transfer of Registration Rights.  The rights granted to the Holder
hereunder to cause the Company to register securities pursuant to the terms
hereof may be assigned to a transferee or assignee in connection with any
permitted transfer or assignment of any of the Holder’s Shares (including,
without limitation, any transfers or assignments effected by operation of law),
but excluding any transferee who purchases the Company’s Common Shares which
have been otherwise registered.


 


6.                                      TRANSFER
OF CONVERTIBLE DEBENTURE.


 


With respect to any
offer, sale or other disposition of the Convertible Debenture (or of any
securities issued upon conversion of this Debenture other than pursuant to
Section 5 above), 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 the
Convertible Debentures, all in accordance with the terms of the notice delivered
to the Company.  Notwithstanding the
above, Holder agrees not to sell, assign or otherwise dispose of the
Convertible Debenture or the Debenture Shares to any competitor of III,
including but not limited to Inamed Corporation or Mentor Corporation, or to
any executive officer of any competitor of III, including but not limited to
any executive officer of Inamed Corporation or Mentor Corporation.


 


7.                                      GENERAL
PROVISIONS.


 


7.1                               All
representations, warranties, covenants and agreements of the Company herein
shall be deemed to be material and to have been relied upon by Purchaser and
shall survive the execution and delivery of this Agreement and of the
Securities.


 


7.2                               This
Agreement shall bind and inure to the benefit of and be enforceable by the
Company, Purchaser and each of their respective successors and assigns.  Purchaser shall be permitted to transfer the
Shares in accordance with their terms and the terms of this Agreement and in
accordance with applicable restrictions under applicable federal and state
securities laws.


 


7.3                               All
notices and other communications provided for in this Agreement shall be in
writing and delivered by registered or certified mail, postage prepaid, or
delivered by overnight courier (for next business day delivery) or telecopied,
addressed as set forth on the signature page hereof, or at such other address
as any of the parties hereto may hereafter designate by notice to the other
parties given in accordance with this Section. 
Any such notice or communication shall be deemed to have been duly given
on the fifth day after being so mailed, the next business day after delivery by
overnight courier, when received when transmitted by telecopy with confirmation
of transmission or upon receipt when delivered personally.


 


7.4                               This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument.  Signatures may be exchanged
by telecopy, with original signatures to follow.  Each of the parties hereto agrees that it will be bound by its
own telecopied signature and that it accepts the telecopied signatures of the
other parties to this Agreement.  The
original signature pages shall be forwarded to the Company or its counsel and
the Company or its counsel will provide all of the parties hereto with a


 


7

















 


copy of the entire Agreement. 
Notwithstanding the above, this Agreement shall not be effective until
accepted by the Company.


 


7.5                               This
Agreement may only be amended by a writing duly executed by the parties hereto.


 


7.6                               If
any term or provision of this Agreement or any other document executed in
connection herewith shall be determined to be illegal or unenforceable, all
other terms and provisions hereof and thereof shall nevertheless remain
effective and shall be enforced to the fullest extent permitted by applicable
law.


 


7.7                               EXCEPT
TO THE EXTENT THAT THE LAW OF ANOTHER JURISDICTION IS EXPRESSLY SELECTED
HEREIN, THIS AGREEMENT AND ALL AMENDMENTS, SUPPLEMENTS, WAIVERS AND CONSENTS
RELATING HERETO OR THERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE BRITISH VIRGIN ISLANDS WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW.  EACH PARTY HEREBY
IRREVOCABLY SUBMITS ITSELF TO THE JURISDICTION OF THE COURTS SITTING IN THE
BRITISH VIRGIN ISLANDS AND AGREES AND CONSENTS THAT SERVICE OF PROCESS
MAY BE MADE UPON IT IN ANY LEGAL PROCEEDINGS RELATING HERETO BY ANY MEANS
ALLOWED UNDER BRITISH VIRGIN ISLANDS LAW.


 


7.8                               Any
dispute arising in connection with the interpretation or enforcement of the
provisions of this Agreement, or its application or validity, will be submitted
to arbitration.  Such arbitration
proceedings will be held in the British Virgin Islands.  This agreement to arbitrate is specifically
enforceable.  Any award rendered in any
such arbitration proceeding will be final and binding on each of the parties,
and judgment may be entered thereon in any court of competent
jurisdiction.  The costs and fees of any
such arbitration proceeding will be borne by the respective parties.  The arbitrators may in their discretion
award costs and reasonable attorneys’ fees to the prevailing party.


 


7.9                               This
Agreement contains the entire Agreement of the parties hereto with respect to
the transactions contemplated hereby and supersedes all previous oral and
written, and all previous contemporaneous oral negotiations, commitments and
understandings.


 


7.10                        Each
party agrees promptly to execute and deliver such documents and to take such
other acts as are reasonably necessary to effectuate the purposes of this
Agreement.


 


7.11                        The
headings contained herein are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement.


 


7.12                        This
Agreement contains the entire agreement between the Holder and the Company in
regards to the Convertible Debenture, and all prior negotiations,
understandings and agreements with regards to the Convertible Debenture are
superseded by this Agreement.  No
amendment, modification, supplement, termination or waiver of any provision of
this Agreement, and no consent to any departure by the Company therefrom, shall
be effective unless in writing and signed by the Holder, and then only in the
specific instance and for the specific purpose given.  “Including” as used herein means “including, but not limited to.”


 


7.13                        The
Holder acknowledges and agrees that the non-public information it has received
and will receive about the Company and the Company’s financial performance is
confidential, and agrees to use all reasonable efforts to maintain the
confidentiality thereof.  Any
Confidentiality Agreement between the Holder and the Company, including the
foregoing, is hereby modified, only to the extent necessary, to permit the Holder
to exercise and protect its rights under this Agreement, or as a shareholder of
the Company.


 


8

















 


IN WITNESS WHEREOF,
the parties have signed this Agreement as of
                             ,
2002.


 


	
   

  	
  “HOLDER”

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signed

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Phone:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FAX:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Email:

  	
   

  	
   

  
	
   

  	
   Tax I.D. or Social Security Number:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
							



 


THIS
SUBSCRIPTION IS NOT ACCEPTED AND THIS AGREEMENT IS NOT EFFECTIVE UNTIL AFTER
THE RECEIPT AND VERIFICATION OF GOOD FUNDS FROM THE HOLDER TO THE BANK ACCOUNT
LISTED BELOW AND ACCEPTANCE BY THE COMPANY AS WITNESSED BY THE SIGNATURE ON THE
NEXT PAGE


 


Wire Transfer Instructions for
International Integrated Incorporated:


Barclays Bank, PLC


222 Broadway, 11th
Floor


New York, NY.
10038 USA


ABA #026002574


Swift ID: BARCUS33


For credit to the
account of:


International
Integrated Incorporated


Acct. #050-79555-4


 


(continued on next
page)


 


9

















 


Checks should be made payable to
International Integrated Incorporated

and sent, via Federal Express, to:


International
Integrated Incorporated


3800 Howard Hughes
Parkway


18th
Floor


Las Vegas,
NV.  89109


Phone:
702/731-2519


FAX: 702/791-5365


 


	
  THE COMPANY:

  	
   

  
	
   

  	
   

  
	
  International Integrated Incorporated

  	
   

  	
  The Effective Date:

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
                                     ,
  2002

  
	
   

  	
   

  
	
  Its: 

  	
   

  	
   

  
	
   

  	
   

  
	
   

  
	
  Registered Office
  Address:

  	
  Management Office
  Address and Address for Notices:

  
	
  International
  Integrated Incorporated

  	
  International
  Integrated Incorporated

  
	
  Craigmuir Chambers

  	
  3800 Howard Hughes
  Parkway

  
	
  P.O. Box 71

  	
  18th Floor

  
	
  Road Town, Tortola

  	
  Las Vegas, NV.  89109

  
	
  British Virgin Islands

  	
  Phone: 702/731-2519

  
	
   

  	
  FAX: 702/791-5365

  
	
   

  	
   

  
	
  Additional Guarantor:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Donald K. McGhan

  
						



 


10

















 


LIST OF EXHIBITS

TO

INVESTMENT AGREEMENT


 


 


	
  EXHIBIT
  A

  	
   

  	
  -

  	
   

  	
  DEFINITION
  OF AN “ACCREDITED HOLDER”

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT
  B

  	
   

  	
  -

  	
   

  	
  FORM OF
  CONVERTIBLE DEBENTURE

  



 


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EXHIBIT
A TO INVESTMENT AGREEMENT


 


DEFINITION OF ACCREDITED HOLDER

REGULATION D


 


To be eligible to
purchase the Convertible Debentures, prospective investors must meet the
Accredited Investor requirements described below.


 


Under Regulation D an
“Accredited Investor” shall mean any person who comes within any of the
following categories, or who the issuer reasonably believes comes within any of
the following categories at the time of the sale of the securities to that
person:


 


(1)               any bank as defined
in section 3(a)(2) of the Act, or any savings and loan association or
other institution as defined in section 3(a)(5)(A) of the Securities Act
of 1991 whether acting in its individual or fiduciary capacity; any broker or
dealer registered pursuant to section 15 of the Securities Exchange Act of
1934; any insurance company as defined in section 2(13) of the Act; any
investment company registered under the Investment Company Act of 1940 or a
business development company as defined in section 2(a)(48) of that Act;
Small Business Investment Company licensed by the U.S. Small Business
Administration under section 301(c) or (d) of the Small Business
Investment Act of 1958; any plan established and maintained by a state, its
political subdivisions, or any agency or instrumentality of a state or its
political subdivisions for the benefit of its employees, if such plan has total
assets in excess of $5,000,000; employee benefit plan within the meaning of the
Employee Retirement Income Security Act of 1974 if the investment decision is
made by a plan fiduciary, as defined in Section 3(21) of such Act, which
is either a bank, savings and loan association, insurance company, or
registered investment adviser, or if the employee benefit plan has total assets
in excess of $5,000,000 or, if a self-directed plan, with investment decisions
made solely by persons that are accredited Holders;


 


(2)               any private
business development company as defined in section 202(a)(22) of the
Investment Advisors Act of 1940;


 


(3)               any organization
described in Section 501(c)(3) of the Internal Revenue Code, corporation,
Massachusetts or similar business trust, or partnership not formed for the
specific purpose of acquiring the securities offered, with total assets in
excess of $5,000,000;


 


(4)               any director,
executive officer or general partner of the issuer of the securities being
offered or sold, or any director, executive officer, or general partner of that
issuer;


 


(5)               any natural person
whose individual net worth, or joint net worth with that person’s spouse, at
the time of his purchase exceeds $1,000,000;


 


(6)               any natural person
who had an individual income in excess of $200,000 in each of the two most
recent years or joint income with that person’s spouse in excess of $300,000 in
each of those years and has a reasonable expectation of reaching the same
income level in the current year;


 


(7)               any trust with
total assets in excess of $5,000,000 not formed for the specific purpose of
acquiring the securities offered, whose purchase is directed by a sophisticated
person as described in Section 230.506(b)(2)(ii);


 


(8)               any entity in which
all of the equity owners are accredited Investors.


 


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EXHIBIT
B

TO INVESTMENT AGREEMENT


 


 


FORM OF CONVERTIBLE DEBENTURE


 


 


CONFIDENTIAL


 


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