**Exhibit4.1**

 

**FORACCREDITED INVESTORS ONLY**

 

**INTERNATIONALINTEGRATED INCORPORATEDFORM OF CONVERTIBLE DEBENTURE LOAN AGREEMENT**

 

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

 

**RECITALS:**

 

**WHEREAS:**

 

**A.****                                   **TheHolder agrees to lend the Company the principal amount as defined below andreceive one year’s worth of prepaid interest thereon; and

 

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

 

**C.****                                   **TheCompany and the Holder wish to enter into this Agreement to reflect the otherterms of the investment.

 

**AGREEMENT**

 

**NOW, THEREFORE,**intendingto be legally bound, the parties hereto agree as follows:

 

**1.****                                      LOAN.****        **TheHolder 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 whichis twelve (12) months from the date hereof (the *“Maturity Date”*), at theHolder’s sole discretion as indicated to III in writing, either: **(a.)**the Loan Amount; or **(b)** shares of III common stock (the *“DebentureShares”*) equal to the Principal Amount divided by FIVE DOLLARS($5.00) per share (the *“Conversion Price”*). The Company agrees topay the Holder prepaid interest in the amount of                                                           THOUSAND DOLLARS($                    )within Ten (10) business days of bank clearance of the Holder’s Loan Amount.

 

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**2.****                                      COMPANY’SREPRESENTATIONS AND WARRANTIES. **TheCompany represents and warrants to Holder that on the date hereof:

 

**2.1**                               The Company is acorporation duly organized, validly existing and in good standing under thelaws of the British Virgin Islands and is duly qualified as a foreigncorporation in each jurisdiction in which the character of the properties ownedor held under lease by it or the nature of the business transacted by itrequires such qualification.  TheCompany has all requisite power to transact the business it transacts andproposes to transact, to execute and deliver this Agreement and all otherdocuments and agreements contemplated hereby and thereby, and to perform theprovisions hereof and thereof and to consummate the transactions contemplatedhereby and thereby.

 

**2.2**                               The execution, deliveryand performance of this Agreement and all other documents and agreementscontemplated hereby to be executed, delivered and performed by the Company, andthe consummation of the transactions contemplated hereby or thereby, have beenduly authorized and approved by the Company. This Agreement and all other documents and agreements contemplatedhereby to be executed and delivered by the Company have each been dulyauthorized, executed and delivered by, and each is the valid and bindingobligation of, the Company, enforceable against it in accordance with itsterms, except as may be limited by applicable bankruptcy, reorganization,insolvency, moratorium or other similar laws or by legal or equitableprinciples relating to or limiting creditors’ rights generally.

 

**2.3**                               The authorized capitalstock of the Company consists of the following: 50,000,000 authorized shares ofcommon stock, par value $0.01; and 20,000,000 authorized shares of Preferredstock, par value $0.01.  The Shareswill, when issued, be duly and validly issued, fully paid and nonassessable.

 

**2.4**                               The consummation of thetransactions contemplated by this Agreement and the performance of the termsand provisions of this Agreement and any other documents or agreementscontemplated hereby will not (i) contravene, result in any breach of, orconstitute a default under any indenture, mortgage, deed of trust, bank loan orcredit agreement, corporate charter, by-laws or other material agreement orinstrument to which the Company is a party or by which the Company or any ofits properties is bound, (ii) conflict with or result in a breach of any of theterms, conditions or provisions of any order of any court, arbitrator orfederal, state, municipal or other governmental department, commission, board,bureau, agency or instrumentality, domestic or foreign (collectively, “*GovernmentalPerson”*) applicable to the Company or (iii) violate any materialprovision of any statute or other rule or regulation of any Governmental Personapplicable to the Company.

 

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

 

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

 

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**3.****                                      COVENANTSOF THE COMPANY.**  The Companyhereby makes the following covenants and agrees that:

 

**3.1****                              **TheCompany will do or cause to be done all things necessary to preserve and keepin full force and effect the Company’s corporate existence in accordance withthe 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 theCompany, whether or not it is the surviving corporation.

 

**3.2****                              **TheCompany shall pay prior to delinquency all taxes, assessments and governmentallevies that may be imposed upon the Company, except as contested in good faithand by appropriate proceedings.

 

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

 

**3.4****                              **TheCompany shall refuse to register any transfer of any of the Debenture Sharesnot made in accordance with the provisions of Regulation D, pursuant toregistration under the Securities Act, or pursuant to an available exemptionfrom registration.

 

**4.****                                      HOLDER’SREPRESENTATIONS.**  The Holderhereby makes the following representations to the Company which shall also betrue and correct at the Closing and which shall survive the Closing:

 

**4.1****                              **TheHolder represents and warrants that the Holder is an “Accredited Holder” withinthe meaning of Regulation D promulgated under the Act, and as more specificallydescribed in Exhibit A hereto.

 

**4.2****                              **TheHolder is, by reason of the Holder’s business or financial experience, or byreason of the business or financial experience of the Holder’s professionaladviser, who is not affiliated with and is not compensated directly orindirectly by the Company, or any affiliate or selling agent of the Company, iscapable of evaluating the merits and risks of the purchase of the Shares and ofprotecting the Holder’s own interests in connection with the investmentcontemplated herein.

 

**4.3****                              **TheHolder acknowledges that it has received and carefully reviewed a copy of theform of Convertible Debenture attached hereto as Exhibit “B”.  The form of Convertible Debenture and thisAgreement are hereinafter collectively referred to as the “*Materials,”* and the Holderfurther acknowledges that it has read all of the disclosures set forth in theMaterials.  The Holder has had theopportunity to ask questions and receive answers from the Company concerningthe terms and conditions of the offering described in the Materials and by theCompany.  The Holder recognizes that theCompany has a limited operating history and is a speculative venture, and thatif the Holder invests therein, the Holder may lose the entire amount of itsinvestment.  The Holder acknowledgesthat its representatives and the Holder have been provided with the opportunityto obtain any additional information necessary to verify the accuracy of allinformation provided to the Holder in the Materials.

 

**4.4****                              **Indeciding whether to acquire the Convertible Debenture, the Holder has reliedexclusively upon consultations with its legal, financial and tax advisers withrespect to the nature of the investment and the information provided by theCompany in the Materials and this Agreement. None of the Holder’s advisors are affiliated with, or compensateddirectly or indirectly by, the Company or any affiliate or selling agent of theCompany.

 

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**4.5****                              **TheHolder understands that neither the SEC, nor any other governmental agencyhaving jurisdiction over the sale and issuance of the Convertible Debenturewill make any finding or determination relating to the appropriateness forinvestment of the Convertible Debenture offered by the Company and that none ofthem has or will recommend or endorse the Convertible Debenture.

 

**4.6****                              **TheHolder represents that the Convertible Debenture is purchased for his ownaccount for investment and is not being purchased with a view to the resale ordistribution thereof, and that the Holder has no present intention ofdistributing or reselling any portion of the Convertible Debenture.  The Holder acknowledges that it has beeninformed by the Company that the Convertible Debenture, and the DebentureShares, to be issued and delivered have not been registered under the Act andthat the Convertible Debenture and Debenture Shares must be held indefinitelyunless subsequently registered under the Act or an exemption for suchregistration is available.  The Holderacknowledges that, other than as may be set forth in the Materials, the Companyhas no obligation to register the Convertible Debenture or the Debenture Sharesunder the Act.  The Holder alsoacknowledges that it is fully aware of the restrictions on disposing of theConvertible Debenture and the Debenture Shares resulting from the provisions ofthe Act and the General Rules and Regulations of the SEC thereunder.

 

**4.7****                              **TheHolder understands that the Convertible Debenture will not be freelytransferable and the ability to transfer the Debenture Shares is alsorestricted.

 

**4.8****                              **TheHolder recognizes that there is not a public market for the ConvertibleDebenture and that there is no assurance that there will be such a market forthese securities.  The Holderunderstands that it may have to hold the Debenture Shares indefinitely due tothe lack of such a market.

 

**4.9****                              **TheHolder represents that he possesses such knowledge and experience in businessand financial matters that he is capable of evaluating the merits and risks ofhis investment in the Convertible Debenture. The Holder also has the degree of sophistication in these mattersnecessary to understand (1) the financial and operational information providedto it relating to the Company, and (2) the potential risk of losing all or aportion of his investment in the Convertible Debenture.  The Holder represents that he is able tobear the economic risk of a loss of its investment in the securities, that hehas funds adequate to meet personal needs and contingencies and that he has noneed for liquidity of the investment in the Convertible Debentures.

 

**4.10****                       **TheHolder recognizes that “stop transfer” instructions will be issued against hisDebenture Shares and that the following legend will be placed on the DebentureShares issued:

THE SHARES REPRESENTED BYTHIS CERTIFICATE HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEENREGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCHREGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT.

 

**5.****                                      REGISTRATIONRIGHTS.**

 

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

 

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

 

**(b)**                                  Subject toSection 5.2 below, include in such registration (and any relatedqualification under blue sky laws or other compliance), and in any underwritinginvolved therein, a portion of the Holder’s Shares (as hereinafter defined)which are specified in a written request, or requests, made by the Holderwithin ten (10) days after receipt of such written notice from the Company bythe Holder.

 

The rights of the Holderto registration pursuant to this Section 5.1 shall be conditioned upon theHolder’s participation in any underwriting relating to the Company’s registeredpublic offering.  The Holder shall (togetherwith the Company) enter into an underwriting agreement in customary form withthe underwriter or underwriters selected by the Company.  The Company will use its best efforts toinclude the Holder’s Shares in such registration statement.  Notwithstanding any provision of thisSection 5.1, if the underwriter, in its sole discretion, determines thatmarketing factors require a limitation of the number of securities to beunderwritten, or that the registration statement be limited to shares offeredby the Company only, the underwriter may exclude some or all of the Holder’sShares for which the Holder seeks registration from inclusion in theregistration and underwriting, which reduction shall be pro rata among theHolder, the Company, and any other shareholder whose shares are sought to beincluded in the registration.  TheCompany will bear the expenses of such registration, except for an underwritingcommission or discount and the expenses of special counsel for the Holder.

 

**5.2**                               In addition, from timeto time, the Company will register the Holder’s Shares, at its expense, onregistration statements or Form S-3 after the date upon which the Company meetsthe 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 aregistration statement or similar document in compliance with the Act, and thedeclaration or ordering of effectiveness of such registration statement ordocument; and

 

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

 

**5.3.3**                     The term *“Effective Date”* shall meanthe date the effectiveness of the Company’s registration on Form S-1, orequivalent registration, for an initial public offering (IPO) is declaredeffective by the SEC.

 

**5.4****                               Indemnification.**  In the event any Holder’s Shares areincluded 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 whichit may become subject under the Act, the 1934 Act, or other federal or statelaw, insofar as such losses, claims, damages or liabilities (or action inrespect thereof) arise out of or are based upon any of the followingstatements, omissions or violations (collectively, a “*Violation”*):  (i) any untrue statement or alleged untruestatement of a material fact contained in such registration statement,including any preliminary prospectus or final prospectus contained therein orany amendments or

 

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supplements thereto, (ii) the omission or alleged omission to statetherein a material fact required to be stated therein, or necessary to make thestatements therein not misleading, or (iii) any violation or alleged violationby the Company of the Act, the 1934 Act, any state securities law or any ruleor regulation promulgated under the Act, the 1934 Act or any state securitieslaw.  The Company will reimburse theHolder, and its partners, for any legal or other expense actually incurred bythem in connection with investigating or defending any such loss, claim,damage, liability or action. Notwithstanding the preceding, the indemnity agreement contained in thisSection 6.4.1 shall not apply to amounts paid in settlement of any suchloss, claim, damage, liability or action if such settlement is effected withoutthe 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 basedupon a Violation which occurs solely in reliance upon or in conformity withwritten information furnished expressly for use in connection with suchregistration 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, ifany, who controls the Company within the meaning of the Act, and anyunderwriter, against any losses, claims, damages or liabilities (joint orseveral) to which the Company or any such director, officer, controllingperson, or underwriter may become subject, under the Act, the 1934 Act or otherfederal 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 occurssolely in reliance upon written information furnished by the Holder andexpressly for use in connection with such registration.  The Holder will reimburse any legal or otherexpense reasonably incurred by the Company or any such director, officer,controlling person or underwriter in connection with investigating or defendingany such loss, claim, damage, liability or action.  Notwithstanding the preceding, the indemnity agreement containedin this Section 6.4.2 shall not apply to amounts paid in settlement of anysuch loss, claim, damage, liability or action if such settlement is effectedwithout the consent of the Holder, which consent shall not be unreasonably withheld.

 

**5.4.3**                     Promptly after receipt by anindemnified party under this Section 6.4 of notice of the commencement ofany action (including any governmental action), such indemnified party will, ifa claim in respect thereof is to be made against any indemnifying party underthis Section 6.4, deliver to the indemnifying party a written notice ofthe commencement thereof.  Followingreceipt of such notice, the indemnifying party shall have the right toparticipate in, and, to the extent the indemnifying party so desires, jointlywith any other indemnifying party similarly noticed, to assume the defensethereof with counsel mutually satisfactory to the parties; provided, however,that an indemnified party shall have the right to retain its own counsel, withthe fees and expenses to be paid by the indemnifying party, if representationof such indemnified party by the counsel retained by the indemnifying partywould be inappropriate due to actual or potential differing interests betweensuch indemnified party and any other party represented by such counsel in suchproceeding.  The failure to deliverwritten notice to the indemnifying party within a reasonable time of thecommencement of any such action, if prejudicial to its ability to defend suchaction, shall relieve such indemnifying party of any liability to theindemnified party under this Section 5.4. However, the omission so to deliver written notice to the indemnifyingparty will not relieve it of any liability that it may have to any indemnifiedparty otherwise than under this Section 5.4.

 

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

 

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

 

**5.6**                               **Transfer of Registration Rights. **The rights granted to the Holderhereunder to cause the Company to register securities pursuant to the termshereof may be assigned to a transferee or assignee in connection with anypermitted 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 whichhave been otherwise registered.

 

**6.****                                      TRANSFEROF CONVERTIBLE DEBENTURE.**

 

With respect to anyoffer, sale or other disposition of the Convertible Debenture (or of anysecurities issued upon conversion of this Debenture other than pursuant toSection 5 above), the Holder will give written notice to the Company priorthereto, describing briefly the manner thereof, together with a written opinionof such Holder’s counsel, to the effect that such offer, sale or otherdistribution may be effected without registration or qualification (under anyfederal or state law then in effect). Promptly upon receiving such written notice, the Company shall notifysuch Holder whether such Holder may sell or otherwise dispose of theConvertible Debentures, all in accordance with the terms of the notice deliveredto the Company.  Notwithstanding theabove, Holder agrees not to sell, assign or otherwise dispose of theConvertible Debenture or the Debenture Shares to any competitor of III,including but not limited to Inamed Corporation or Mentor Corporation, or toany executive officer of any competitor of III, including but not limited toany executive officer of Inamed Corporation or Mentor Corporation.

 

**7.****                                      GENERALPROVISIONS.**

 

**7.1****                              **Allrepresentations, warranties, covenants and agreements of the Company hereinshall be deemed to be material and to have been relied upon by Purchaser andshall survive the execution and delivery of this Agreement and of theSecurities.

 

**7.2****                              **ThisAgreement shall bind and inure to the benefit of and be enforceable by theCompany, Purchaser and each of their respective successors and assigns.  Purchaser shall be permitted to transfer theShares in accordance with their terms and the terms of this Agreement and inaccordance with applicable restrictions under applicable federal and statesecurities laws.

 

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

 

**7.4****                              **ThisAgreement may be executed in two or more counterparts, each of which shall bedeemed an original but all of which together shall constitute one and the sameinstrument.  Signatures may be exchangedby telecopy, with original signatures to follow.  Each of the parties hereto agrees that it will be bound by itsown telecopied signature and that it accepts the telecopied signatures of theother parties to this Agreement.  Theoriginal signature pages shall be forwarded to the Company or its counsel andthe Company or its counsel will provide all of the parties hereto with a

 

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

 

**7.5****                              **ThisAgreement may only be amended by a writing duly executed by the parties hereto.

 

**7.6****                              **Ifany term or provision of this Agreement or any other document executed inconnection herewith shall be determined to be illegal or unenforceable, allother terms and provisions hereof and thereof shall nevertheless remaineffective and shall be enforced to the fullest extent permitted by applicablelaw.

 

**7.7****                               EXCEPTTO THE EXTENT THAT THE LAW OF ANOTHER JURISDICTION IS EXPRESSLY SELECTEDHEREIN, THIS AGREEMENT AND ALL AMENDMENTS, SUPPLEMENTS, WAIVERS AND CONSENTSRELATING HERETO OR THERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCEWITH THE LAWS OF THE BRITISH VIRGIN ISLANDS WITHOUT REGARD TO PRINCIPLES OFCONFLICTS OF LAW.  EACH PARTY HEREBYIRREVOCABLY SUBMITS ITSELF TO THE JURISDICTION OF THE COURTS SITTING IN THEBRITISH VIRGIN ISLANDS AND AGREES AND CONSENTS THAT SERVICE OF PROCESSMAY BE MADE UPON IT IN ANY LEGAL PROCEEDINGS RELATING HERETO BY ANY MEANSALLOWED UNDER BRITISH VIRGIN ISLANDS LAW.**

 

**7.8****                              **Anydispute arising in connection with the interpretation or enforcement of theprovisions of this Agreement, or its application or validity, will be submittedto arbitration.  Such arbitrationproceedings will be held in the British Virgin Islands.  This agreement to arbitrate is specificallyenforceable.  Any award rendered in anysuch arbitration proceeding will be final and binding on each of the parties,and judgment may be entered thereon in any court of competentjurisdiction.  The costs and fees of anysuch arbitration proceeding will be borne by the respective parties.  The arbitrators may in their discretionaward costs and reasonable attorneys’ fees to the prevailing party.

 

**7.9****                              **ThisAgreement contains the entire Agreement of the parties hereto with respect tothe transactions contemplated hereby and supersedes all previous oral andwritten, and all previous contemporaneous oral negotiations, commitments andunderstandings.

 

**7.10****                       **Eachparty agrees promptly to execute and deliver such documents and to take suchother acts as are reasonably necessary to effectuate the purposes of thisAgreement.

 

**7.11****                       **Theheadings contained herein are for reference purposes only and shall not affectin any way the meaning or interpretation of this Agreement.

 

**7.12****                       **ThisAgreement contains the entire agreement between the Holder and the Company inregards to the Convertible Debenture, and all prior negotiations,understandings and agreements with regards to the Convertible Debenture aresuperseded by this Agreement.  Noamendment, modification, supplement, termination or waiver of any provision ofthis Agreement, and no consent to any departure by the Company therefrom, shallbe effective unless in writing and signed by the Holder, and then only in thespecific instance and for the specific purpose given.  “Including” as used herein means “including, but not limited to.”

 

**7.13****                       **TheHolder acknowledges and agrees that the non-public information it has receivedand will receive about the Company and the Company’s financial performance isconfidential, and agrees to use all reasonable efforts to maintain theconfidentiality thereof.  AnyConfidentiality Agreement between the Holder and the Company, including theforegoing, is hereby modified, only to the extent necessary, to permit the Holderto exercise and protect its rights under this Agreement, or as a shareholder ofthe Company.

 

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**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: |
|   |                                      |
|   |                                      |   |
|        |                                           |  |  |  |  |  |

 

**THISSUBSCRIPTION IS NOT ACCEPTED AND THIS AGREEMENT IS NOT EFFECTIVE UNTIL AFTERTHE RECEIPT AND VERIFICATION OF GOOD FUNDS FROM THE HOLDER TO THE BANK ACCOUNTLISTED BELOW AND ACCEPTANCE BY THE COMPANY AS WITNESSED BY THE SIGNATURE ON THENEXT PAGE**

 

**Wire Transfer Instructions forInternational Integrated Incorporated:**

Barclays Bank, PLC

222 Broadway, 11thFloor

New York, NY.10038 USA

ABA #026002574

Swift ID: BARCUS33

For credit to theaccount of:

InternationalIntegrated Incorporated

Acct. #050-79555-4

 

(continued on nextpage)

 

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**Checks should be made payable toInternational Integrated Incorporatedand sent, via Federal Express, to:**

InternationalIntegrated Incorporated

3800 Howard HughesParkway

18thFloor

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                            |
|                                             |                                                     |  |  |  |  |

 

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**LIST OF EXHIBITSTOINVESTMENT AGREEMENT**

 

 
| **EXHIBIT  A** |   | **-**  |   | **DEFINITION  OF AN “ACCREDITED HOLDER”** |
|----------------|--------|--------|--------|-----------------------------------------------------|
|           |   |   |   |                                                |
| **EXHIBIT  B** |   | **-**  |   | **FORM OF  CONVERTIBLE DEBENTURE**                  |

 

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**EXHIBITA****TO INVESTMENT AGREEMENT**

 

**DEFINITION OF ACCREDITED HOLDERREGULATION D**

 

To be eligible topurchase the Convertible Debentures, prospective investors must meet theAccredited Investor requirements described below.

 

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

 

(1)               any bank as definedin section 3(a)(2) of the Act, or any savings and loan association orother institution as defined in section 3(a)(5)(A) of the Securities Actof 1991 whether acting in its individual or fiduciary capacity; any broker ordealer registered pursuant to section 15 of the Securities Exchange Act of1934; any insurance company as defined in section 2(13) of the Act; anyinvestment company registered under the Investment Company Act of 1940 or abusiness development company as defined in section 2(a)(48) of that Act;Small Business Investment Company licensed by the U.S. Small BusinessAdministration under section 301(c) or (d) of the Small BusinessInvestment Act of 1958; any plan established and maintained by a state, itspolitical subdivisions, or any agency or instrumentality of a state or itspolitical subdivisions for the benefit of its employees, if such plan has totalassets in excess of $5,000,000; employee benefit plan within the meaning of theEmployee Retirement Income Security Act of 1974 if the investment decision ismade by a plan fiduciary, as defined in Section 3(21) of such Act, whichis either a bank, savings and loan association, insurance company, orregistered investment adviser, or if the employee benefit plan has total assetsin excess of $5,000,000 or, if a self-directed plan, with investment decisionsmade solely by persons that are accredited Holders;

 

(2)               any privatebusiness development company as defined in section 202(a)(22) of theInvestment Advisors Act of 1940;

 

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

 

(4)               any director,executive officer or general partner of the issuer of the securities beingoffered or sold, or any director, executive officer, or general partner of thatissuer;

 

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

 

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

 

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

 

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

 

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**EXHIBITB****TO INVESTMENT AGREEMENT**

 

 

**FORM OF CONVERTIBLE DEBENTURE**

 

 

**CONFIDENTIAL**

 

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