**Exhibit4.2**

** **

**THECONVERTIBLE DEBENTURES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THESECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND HAVE NOT BEEN QUALIFIEDUNDER THE SECURITIES LAWS OF ANY OTHER STATE. THE CONVERTIBLE DEBENTURES CANNOT BE SOLD OR TRANSFERRED WITHOUT SUCHREGISTRATION OR QUALIFICATION UNLESS AN EXEMPTION FROM SUCH REGISTRATION ORQUALIFICATION IS THEN AVAILABLE.**

** **

**INTERNATIONAL INTEGRATED INCORPORATEDFORM OF CONVERTIBLE DEBENTURE**

 
| **DEBENTURE #:** |   | **DATE OF ISSUANCE:** |   |
|------------------|--------|-----------------------|--------|
|             |   |                  |   |
| #                |   |                  |   |   |
|                  |        |                       |        |  |

 

**AMOUNT:**

 

**$**

 

 

**FOR VALUE RECEIVED,**the undersigned, **INTERNATIONAL INTEGRATEDINCORPORATED,** a British Virgin Islands Corporation (“III”) promisesto pay to the order of**                                                       **(the “Holder”), or order, at Holder’s address as designated on the signaturepage hereof, or at such other address as the Holder designates, on or beforetwelve (12) months from the date hereof (the “Maturity Date”) at the Holder’ssole discretion as indicated to III in writing, either: **(a.)** the principal sum of **                                                       ($           )**(the “Principal Amount”) herein evidenced; or **(b)** shares of III commonstock (the “Debenture Shares”) equal to the Principal Amount divided by FIVEDOLLARS ($5.00) per share (the “Conversion Price”).  This Convertible Debenture is subject to that certain ConvertibleDebenture Loan Agreement between the Holder and III (the “LoanAgreement”).  The provisions of the LoanAgreement are hereby incorporated herein by this reference.

 

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**1.****                                      PAYMENTSAND INTEREST.**

 

This ConvertibleDebenture shall bear interest at the rate of Ten Percent (10%) per annum,prepaid to the Holder by III in the amount of                           THOUSAND DOLLARS($                 )payable by III within Ten (10) business days of bank clearance of the Holder’sPrincipal Amount, in the form of a bank wire or check. This ConvertibleDebenture is payable either by repayment of III of the Principal Amount hereofor by the issuance by III of the Debenture Shares, at the Holder’s solediscretion and written notification thereof. No fractional shares will beissued and any fractional shares which may be issuable hereunder will be paidin cash by III pursuant to Section 8 hereof.

 

**2.****                                      SEVERABILITY.**

 

If any provision of thisConvertible Debenture is invalid by operation of any law or interpretationplaced thereon by any court, this Convertible Debenture shall be construed asnot containing such provision and all other provisions of this ConvertibleDebenture which are otherwise lawful shall remain in full force and effect, andto this end the provisions of this Convertible Debenture are declared to beseverable.

 

**3.****                                      GOVERNINGLAW.**

 

This ConvertibleDebenture and the Investment Agreement shall be governed by and construed inaccordance with the laws of the British Virgin Islands.

 

**4.****                                      ASSIGNMENT.**

 

Except to the extentprovided in Section 9 below, the Holder shall have the right to sell,assign, or otherwise transfer, either in part or in its entirety, thisConvertible Debenture, and any other instrument evidencing or securing theindebtedness of this Convertible Debenture, without III’s consent.  Such transferee or transferees shall bedeemed to be entitled, as to III, to be treated in all favorable respects as aholder or holders in due course. Notwithstanding the above, Holder agrees not to sell, assign orotherwise dispose of the Convertible Debenture or the Debenture Shares to anycompetitor of III, including but not limited to Inamed Corporation or MentorCorporation, or to any executive officer of any competitor of III, includingbut not limited to any executive officer of Inamed Corporation or MentorCorporation.

 

**5.****                                      FORBEARANCENOT A WAIVER.**

 

No delay or omission onthe part of the Holder in exercising any rights under this ConvertibleDebenture or under the Investment Agreement as defined herein, on default byIII, shall operate as a waiver of such right or of any other right under thisConvertible Debenture, for the same default or any other default.

 

**6.****                                      MANNEROF NOTIFICATION.**

 

Any notice to IIIprovided for in this Convertible Debenture shall be given by personal deliveryor by mailing such notice by first class or certified mail, return receiptrequested, addressed to III at the management office address stated below, orto such other address as III may designate by written notice to theHolder.  Any notice to the Holder shallbe given by personal delivery or by mailing such notice by first class orcertified mail, return receipt requested, to the Holder at the address statedon the signature page hereof, or at such other address as may have beendesignated the Holder by

 

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written notice to III.  Mailednotices shall be deemed delivered and received on the delivery date as shown onthe postal return receipt or the receipt furnished by an independent courierservice, and any notices transmitted by confirmed facsimile transmission willbe deemed delivered and received as of the date of the transmission.

 

**7.****                                      CONVERSIONRIGHTS OF HOLDER.**

 

At the Holder’s option,at any time prior to the Maturity Date as defined above, Holder may elect toconvert all of this Convertible Debenture, in accordance with the provisions ofthis Section 7. into fully paid and non-assessable shares of Common Stockof III (the “Common Stock”).  The numberof Convertible Debenture Shares into which this Convertible Debenture may beconverted shall be determined by dividing the unpaid Principal Amount by theConversion Price of FIVE DOLLARS ($5.00) PER SHARE. On the Maturity Datehereof, III will automatically convert the Convertible Debenture into theConvertible Debenture Shares, unless notified in writing by the Holder ofHolder’s decision to be repaid the Principal Amount, and III shall be foreverreleased from all of its obligations and liabilities under the ConvertibleDebenture.

 

**7.1****                               ConversionProcedure; Notice of Conversion.**

 

Before the Holder shallbe entitled to convert this Convertible Debenture into shares of Common Stock,the Holder shall surrender this Convertible Debenture at the office of III andshall give written notice by mail, postage prepaid, to III at its managementoffice, of the election to convert the same. III shall, as soon as practicable thereafter, issue and deliver at suchoffice to the Holder a certificate or certificates for the ConvertibleDebenture Shares to which the Holder shall be entitled as aforesaid (bearingsuch legends as are required by applicable state and federal securities laws inthe opinion of counsel to III), including a check payable to the Holder for anycash amounts payable as described in Section 7.3.  Such conversion shall be deemed to have beenmade immediately prior to the close of business on the date of such surrenderof this Convertible Debenture, and the Holder shall be treated for all purposesas the record holder or holders of such shares of the Common Stock as of suchdate.

 

**7.2****                               Deliveryof Stock Certificate.**

 

As promptly aspracticable after the conversation of this Convertible Debenture, III at itsexpense will issue and deliver to the Holder a certificate or certificates forthe number of full shares of Common Stock issuable upon such conversion.

 

**7.3****                               Mechanicsand Effect of Conversion.**

 

No fractional shares ofthe Common Stock shall be issued upon conversion of this Convertible Debenture.In lieu of III issuing any fractional shares to the Holder upon the conversionof this Convertible Debenture, III shall pay to the Holder the amount ofoutstanding principal that is not so converted because of a fractional share.

 

**7.4****                               Reservationof Stock Issuable Under Conversion.**

 

III shall at all timesreserve and keep available out of its authorized but unissued shares of CommonStock, solely for the purpose of effecting the conversion of the ConvertibleDebenture, such number of its shares of Common Stock as shall, from time totime, be sufficient to effect the conversion of the Convertible Debentures; andif at any time the number of authorized by unissued shares of the Common Stock,for issuance on conversion of such Common Stock shall not be sufficient toeffect the conversion of the entire outstanding principal amount of thisConvertible Debenture, in addition to such other remedies as shall be availableto the Holder of this Convertible Debenture, III will use its best efforts totake such corporate actions as may, in the opinion of its counsel, be necessary

 

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to increase its authorized, but unissued shares of Common Stock to suchnumber of shares as shall be sufficient for such purposes.

 

**8.****                                      REGISTRATIONRIGHTS.**

 

**8.1**       For a period commencing with the issuance of theConvertible Debenture and terminating one year after the Effective Date asdefined below, if at any time III shall propose to register any of its sharesfor sale or disposition for its own account for cash under the Act in a publicoffering, including an initial public offering (the “IPO”) under an S-1registration statement, other than a registration relating to its employeebenefit plans, III shall:

 

**(a)**                                  Promptly give 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 8.2 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 8.1 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 8.1, 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 should be limited to sharesoffered by the Company only, the underwriter may exclude some or all of theHolder’s Shares 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.

 

**8.2**       In addition, from time to time, the Company willregister the Holder’s Shares, at its expense, on registration statements orForm S-3 after the date upon which the Company meets the requirements toregister Holder’s Shares on a Form S-3.

 

**8.3****       Definitions.**  For purposes of this Section 8:

 

**8.3.1**                                                                     Theterms *“register”,“registered”* and *“registration”* refer to a registrationeffected by preparing and filing a registration statement or similar documentin compliance with the Act, and the declaration or ordering of effectiveness ofsuch registration statement or document; and

 

**8.3.2**                                                                     Theterm *“Holder’sShares”* means any Common Stock issued upon conversion of thisConvertible Debenture, held by the Holder and purchased in this Offering; and

 

**8.3.3**                                                                     Theterm *“EffectiveDate”* shall mean the date the effectiveness of the Company’sregistration on Form S-1, or equivalent registration, for an initial publicoffering (IPO) is declared effective by the SEC.

 

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**8.4****                               Indemnification.**  In the event any Holder’s Shares areincluded in a registration statement under this Section 8:

 

**8.4.1**                                        To the extentpermitted by law, the Company will indemnify and hold harmless the Holder, andits partners, against any losses, claims, damages or liabilities (joint orseveral) to which it may become subject under the Act, the 1934 Act, or otherfederal 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 thefollowing statements, 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 supplements thereto, (ii) the omission or alleged omission tostate therein a material fact required to be stated therein, or necessary tomake the statements therein not misleading, or (iii) any violation or allegedviolation by the Company of the Act, the 1934 Act, any state securities law orany rule or regulation promulgated under the Act, the 1934 Act or any statesecurities law.  The Company willreimburse the Holder, and its partners, for any legal or other expense actuallyincurred by them in connection with investigating or defending any such loss,claim, damage, liability or action. Notwithstanding the preceding, the indemnity agreement contained in thisSection 8.4.1 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.

 

**8.4.2**                                        To the extentpermitted by law, the Holder will indemnify and hold harmless the Company, eachof its directors, each of its officers who has signed the registrationstatement, each person, if any, who controls the Company within the meaning ofthe Act, and any underwriter, against any losses, claims, damages orliabilities (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 arebased upon any Violation, in each case to the extent (and only to the extent)that such Violation occurs solely in reliance upon written informationfurnished by the Investor and expressly 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 8.4.2 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 unreasonablywithheld.

 

**8.4.3**                                        Promptly afterreceipt by an indemnified party under this Section 8.4 of notice of thecommencement of any action (including any governmental action), suchindemnified party will, if a claim in respect thereof is to be made against anyindemnifying party under this Section 8.4, deliver to the indemnifyingparty a written notice of the commencement thereof.  Following receipt of such notice, the indemnifying party shallhave the right to participate in, and, to the extent the indemnifying party sodesires, jointly with any other indemnifying party similarly noticed, to assumethe defense thereof with counsel mutually satisfactory to the parties;provided, however, that an indemnified party shall have the right to retain itsown counsel, with the fees and expenses to be paid by the indemnifying party,if representation of such indemnified party by the

 

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counsel retained by the indemnifying party would be inappropriate dueto actual or potential differing interests between such indemnified party andany other party represented by such counsel in such proceeding.  The failure to deliver written notice to theindemnifying party within a reasonable time of the commencement of any suchaction, if prejudicial to its ability to defend such action, shall relieve suchindemnifying party of any liability to the indemnified party under thisSection 8.4.  However, the omissionso to deliver written notice to the indemnifying party will not relieve it ofany liability that it may have to any indemnified party otherwise than underthis Section 8.4.

 

**8.4.4**                                        The obligationsof the Company under this Section 8.4 shall survive the completing of anyoffering of the Holder’s Shares in a registration statement under thisSection 8.

 

**8.5****       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.

 

**8.6****       Transferof Registration Rights.**  The rightsgranted to the Holder hereunder to cause the Company to register securitiespursuant to the terms hereof may be assigned to a transferee or assignee inconnection with any permitted transfer or assignment of any of the Holder’sShares (including, without limitation, any transfers or assignments effected byoperation of law), but excluding any transferee who purchases the Company’sCommon Shares which have been otherwise registered.

 

**9.****                                      TRANSFEROF THIS CONVERTIBLE DEBENTURE.**

 

With respect to anyoffer, sale or other disposition of this Convertible Debenture (or of anysecurities issued upon conversion of this Convertible Debenture other thanpursuant to Section 8.6 above), the Holder will give written notice to IIIprior thereto, describing briefly the manner thereof, together with a writtenopinion of 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, III shall notify suchHolder whether such Holder may sell or otherwise dispose of this ConvertibleDebenture, all in accordance with the terms of the notice delivered to III. Notwithstanding the above, Holder agrees notto sell, assign or otherwise dispose of the Convertible Debenture or theDebenture Shares to any competitor of III, including but not limited to InamedCorporation or Mentor Corporation, or to any executive officer of anycompetitor of III, including but not limited to any executive officer of InamedCorporation or Mentor Corporation.

 

**10.****                               HEADING;REFERENCES.**

 

All headings used hereinare used for convenience only and shall not be used to construe or interpretthis Convertible Debenture.  Exceptwhere otherwise indicated, all references herein to Sections refer to Sectionshereof.

 

 

**Signatures on next page**

 

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| **THE COMPANY:**                           |                                                |
|--------------------------------------------|-----------------------------------------------------|
| **INTERNATIONAL INTEGRATED  INCORPORATED** |                                                | **THE EFFECTIVE DATE:** |
|                                       |                                                |   |
| By:                                        |                                                |   |                                    ,  2002 |
|                                       | Edward V. Lower, Ph.D.                              |   |
| Its:                                       | Chief Executive Officer                             |   |
|                                       |                                                |
|                                       |
| 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:                      |                                                |
|                                       |                                                |
|                                       |                                                |
|                                       |                                                |                                    ,  2002 |
| Donald  K. McGhan                          |
|                                            |                                                     |  |  |  |  |  |

 

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**NOTICE OF CONVERSION**

 

**(To be signed only upon Conversion ofConvertible Debenture)**

 
| **TO:** |   | **INTERNATIONAL  INTEGRATED INCORPORATED** |
|---------|--------|--------------------------------------------|
|    |   | Management Offices                         |
|    |   | 3800 Howard Hughes  Parkway 18th Floor     |
|    |   | Las Vegas, NV.  89109                 |

 

The undersigned, theHolder of the foregoing Convertible Debenture, hereby surrenders suchConvertible Debenture for conversion into shares of the Common Stock of **INTERNATIONAL INTEGRATEDINCORPORATED, a British Virgin Islands Corporation**, to the extent of                                       THOUSANDDOLLARS($                )unpaid Principal Amount of such Convertible Debenture, and requests that thecertificates 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 Convertible Debenture) |
|   |                                                                                                                       |
|   | Address:                                                                                                                   |
|   |                                                                                                                       |   |
|   |                                                                                                                       |   |
|        |                                                                                                                            |  |  |

 

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