**Exhibit4.1**

 

**FORACCREDITED INVESTORS ONLY**

 

**MEDICORLTD.**

**FORM OFINVESTMENT AGREEMENT**

**10%CONVERTIBLE DEBENTURE DUE 2006**

 

This**INVESTMENTAGREEMENT**(the “*Agreement”*)is by and between                                                      (the“*Holder”*) and **MEDICOR LTD., A DELAWARE CORPORATION** (the *“Company”*).

 

**RECITALS:**

 

**WHEREAS:**

 

**A.           **The Holder agreesto purchase one of the Company's 10% Convertible Debentures due 2006 (“*Convertible Debenture*”), convertible, atthe Holder's option, into the Company's common stock, $.001 par value per share(the “*Common Stock*”) or othersecurities of the Company, on the terms set forth below and in the ConvertibleDebenture; and

 

**B.           **The Company andthe Holder wish to enter into this Agreement to reflect the terms of the investment.

 

**AGREEMENT**

 

**NOW,THEREFORE,**intending to be legally bound, the parties heretoagree as follows:

 

**1.             INVESTMENT.   **The Holder hereby agreesto purchase                             **DOLLARS(US$                       .00)**in principal amount of Convertible Debentures, convertible into shares of theCommon Stock of the Company (the *“DebentureShares”*) or other securities of the Company (together with theDebenture Shares and any other securities into which they are convertible,exchangeable or exercisable, the “*DebentureSecurities*”), at the Holder's option as provided below:

 

(a)                      TheConvertible Debenture shall initially be convertible, at the Holder's option,into a dollar amount (based on the subscription price therefor) of securitiesproposed to be offered by the Company to certain institutional investors (the “*Institutional*Investors”) in connectionwith the Company's presently proposed acquisition of another corporation (the “*Institutional Offering*”), the closing ofwhich is anticipated to occur in or about January 2004 (the “*Institutional Conversion Right*”), equal tothe initial principal amount of the Convertible Debenture.

 

(b)                     In the eventthe Holder does not elect to exercise the Institutional Conversion Right, theConvertible Debenture shall be convertible, at the Holder's option, on thefirst anniversary date of original issuance thereof and thereafter at the18-month, 24-month, 30-month and 36-month anniversary of the issuance date(each a *“Conversion Date”*), at aprice equal to the greater of (i) seventy-five percent 

 

**MEDICORLTD.**

**INVESTMENTAGREEMENT**

 

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(75%) of the daily weighted average trading price pershare of the Company's Common Stock over a period of twenty (20) trading daysprior to the Conversion Date or (ii) Five Dollars ($5.00) (the *“Conversion Price”),* as noticed to theCompany in writing by the Holder not less than ten (10) business days prior tothe respective Conversion Date (the “*ExtendedConversion Right*”).

 

**2.**             **HOLDER'S CONVERSION OPTIONS.**

 

**2.1 InstitutionalConversion Right**. As soon as practicable but in any eventnot less than five (5) business days prior to the proposed closing date of theInstitutional Offering, the Company shall give notice to the Holder of theproposed terms and closing date of the Institutional Offering. Not less thantwo (2) business days prior to the scheduled closing date of the InstitutionalOffering, the Holder shall, if it elects to exercise the InstitutionalConversion Right, give notice thereof to the Company of the Holder's electionto convert the Convertible Debenture. The Holder may elect to convert all orpart (but in any event in integral multiples of $100,000 of the ConvertibleDebenture) into a like amount of the securities offered in the InstitutionalOffering. If the Holder so elects to convert all or part of the ConvertibleDebenture, then, subject to and with the consent of the InstitutionalInvestors, the Convertible Debenture (based on the outstanding principal amountshall be converted into the securities) sold to the Institutional Investors inthe Institutional Offering. If more than one security is sold in theInstitutional Offering, then the Holder may, subject to and with the consent ofthe Institutional Investors, convert the Convertible Debenture (in integralmultiples of $100,000) into each such security. If the Institutional Investorsdo not consent to such conversion (or part thereof) then the ConvertibleDebenture (or part thereof) as to which consent is not given shall not beconverted and shall remain outstanding. If the Holder does not so notify theCompany prior to the second business day prior to the closing date of theInstitutional Offering, then the Convertible Debenture will not be convertedand will continue to be outstanding.

 

**2.2 ExtendedConversion Right**. In the sole discretion of the Holder,not more than twenty (20) business days nor less than ten (10) business daysprior to the first anniversary of the date of original issuance of theConvertible Debenture or thereafter at the 18-month, 24-month, 30-month and36-month anniversary of the issuance date, the Holder may elect to: (a) havethe entire outstanding principal amount of the Convertible Debenture repaid tothe Holder, along with any accrued and unpaid interest thereon; (b) covert theentire outstanding principal amount of the Convertible Debenture into theDebenture Shares at the Conversion Price; or (c) continue to hold theConvertible Debenture until the third anniversary of the date of originalissuance thereof (the *“Maturity Date”*).If the Holder does not so notify the Company prior to the first anniversary ofthe issuance date or thereafter at the 18-month, 24-month, 30-month or 36-monthanniversary of the issuance date, the Convertible Debenture will remainoutstanding. In the sole discretion of the Holder, not more than twenty (20)business days nor less than ten (10) business days prior to the Maturity Dateas defined above, the Holder may elect to: (a) have the entire outstandingprincipal amount of the Convertible Debenture repaid to the Holder, along withany accrued and unpaid interest thereon; or (b) covert the entire outstandingprincipal amount of the Convertible Debenture into the Debenture Shares at theConversion Price on the Maturity Date. If the Holder does not so notify theCompany prior to the Maturity Date, the

 

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Convertible Debenture will automatically convert into the DebentureShares at the Conversion Price and, upon such conversion, any and allobligations of the Company to the Holder in respect of the ConvertibleDebenture shall be satisfied.

 

**3.             INTEREST.    **TheCompany agrees to pay interest to the Holder on the outstanding principalamount of the Convertible Debenture at a rate of ten percent (10%) per annumfor as long as the Convertible Debenture is outstanding. Interest shall be paidto the Holder by the Company on a quarterly basis, payable within thirty (30)days from the end of each calendar quarter. Interest shall be prorated for theinitial period ending on the last day of the calendar quarter in which theConvertible Debenture is issued. If the Holder converts the ConvertibleDebenture into the Debenture Securities or elects to have the outstandingprincipal amount of the Convertible Debenture repaid to the Holder as describedin Section 2 above, the Company will pay any accrued and unpaid interest duethe Holder and no further interest past the Conversion Date will be due to theHolder by the Company with respect to the principal amount of the ConvertibleDebenture so converted.

 

**4.             COMPANY'S REPRESENTATIONS ANDWARRANTIES.**The Company hereby makes the followingrepresentations and warranties to the Holder:

 

**4.1          Organization, Good Standing andQualification.** The Company is a corporation dulyorganized, validly existing and in good standing under the laws of the State ofDelaware and has all necessary corporate powers to own its properties, and tocarry on its business as now owned and operated by it, and is qualified to do intrastatebusiness, and is in good standing in the State of Delaware and in all otherjurisdictions in which the nature of the Company's business, or of itsproperties, makes such qualification necessary, except jurisdictions wherefailure to so qualify would not have a material adverse effect on the businessof the Company.

 

**4.2          Capital Structure.**  The authorized capital stock of the Companyconsists of One Hundred Million (100,000,000) shares of Common Stock and TwentyMillion (20,000,000) shares of Preferred Stock. The Debenture Securities to beissued to the Holder shall be validly issued, fully paid and non-assessable,and will be issued pursuant to applicable exemptions from the registrationprovisions of all federal and state securities laws.

 

**4.3          Compliance with Laws.**

 

**4.3.1      **To the best of theCompany's knowledge, the Company has complied in all material respects with,and the Company has not been cited for any violation of, federal, state orlocal environmental protection laws and/or regulations, including specifically,without limitation, all laws and regulations related to the sale of itsproducts by the Company to state or local or federal government purchasers orcontracts to those governmental agencies, and the Company has not receivednotice of any past, present or future events which would reasonably be expectedto give rise to any liability for failure to comply with any federal, state, orlocal laws or regulations now in force relating to the protection of theenvironment.

 

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**4.3.2**       To the best of the Company's knowledge,the Company is not, and has not received notice from any governmental agencythat it is currently in violation of any other applicable federal, state orlocal statute, law or regulation (including, without limitation, any applicablebuilding, or other law, ordinance, or regulation) affecting its assets or theoperation of its business, except for possible instances of non-compliancewhich individually would not be expected to have a material adverse effect onthe business of the Company.

 

**4.3.3**       To the best of the Company's knowledge,the Company and all of the products which it manufactures, sells, licenses,imports or distributes have been at all times and continue to be in substantialcompliance with the Food, Drug and Cosmetic Act and all regulations promulgatedthereunder by the U.S. Food and Drug Administration.

 

**4.3.4**       Subject to the truth and accuracy of therepresentations of the Holder set forth in Section 6 hereof, the offer, saleand issuance of the Convertible Debenture and the Debenture Securities are orwill be exempt from the registration requirements of the Securities Act of1933, as amended (the *“Act”*). TheCompany has complied with all applicable state “blue sky” or securities laws inconnection with the offer, sale and issuance of this Convertible Debenture ascontemplated by this Agreement.

 

**4.4          Full and Correct Disclosure.**No representation or warranty made by the Company contained in this Agreementor other information provided, and to be provided by the Company in any otherwriting furnished pursuant hereto contains or will contain an untrue statementof a material fact or fails or will fail to state a material fact required tobe stated herein or therein necessary to make the statements and factscontained herein or therein, in light of the circumstances which they were orare made, not false nor misleading.

 

**4.5          Non-Contravention.**The execution and delivery of the Agreement by the Company, and theconsummation of the transactions contemplated hereby, do not conflict with anymaterial terms or provisions of any contract, agreement or indenture to whichthe Company is a party, or by which the Company or any of its properties issubject, or the Company's Certificate of Incorporation and Bylaws, each asamended to date.

 

**4.6          Authority; Binding Effect.**  The Company has obtained all necessaryauthorizations and approvals from its Board of Directors and stockholders, ifany, required for the execution and delivery of this Agreement and theconsummations of the transactions contemplated hereby.  This Agreement has been duly executed anddelivered by the Company and constitutes the legal, valid and bindingobligation of the Company, enforceable against the Company in accordance withits terms.

 

**5.             COVENANTS OF THE COMPANY.**  The Company hereby makes the followingcovenants, intending to be bound hereby.

 

**5.1**          The Company agrees to make and keeppublic information regarding the Company available as those terms areunderstood and defined in Rule 144 promulgated under the Act (“*Rule 144”*), at all times and to file withthe Securities and Exchange Commission (“*SEC*”)

 

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in a timely manner all reports and other documents required of theCompany under the Act and the Securities Exchange Act of 1934 (the “*1934 Act”*) at all times that the Companyis subject to such reporting requirements.

 

**5.2**          The Company shall at all times reserveand keep available out of its authorized but unissued shares of Common Stock,for the purpose of complying with the terms of Section 1 of this Agreement,such number of its duly authorized shares of Common Stock as shall besufficient to issue the Debenture Shares to the Holder pursuant to, and inaccordance with, the terms of Section 1 hereof.  If at any time the number of authorized but unissued shares ofCommon Stock shall not be sufficient for the Company to issue additional sharesof Common Stock to the Holder pursuant to, and in accordance with, the terms ofSection 1 hereof, the Company will forthwith take such corporate action as maybe necessary to increase its authorized but unissued shares of Common Stock tosuch number of shares as shall be sufficient for such purposes.

 

**6.             HOLDER'S REPRESENTATIONS, WARRANTSAND COVENANTS.** The Holder hereby makes the following representations, warrants andcovenants to the Company:

 

**6.1         **The Holderrepresents and warrants that the Holder is an “accredited investor” within themeaning of Rule 501(a) of Regulation D promulgated under the Act. The Holder isa resident of the State of Nevada.

 

**6.2         **The Holder is, byreason of the Holder's business or financial experience, or by reason of thebusiness or financial experience of the Holder's professional adviser, who isnot affiliated with and is not compensated directly or indirectly by theCompany, or any affiliate or selling agent of the Company, is capable ofevaluating the merits and risks of the purchase of the Convertible Debentureand the Debenture Securities and of protecting the Holder's own interests inconnection with the investment contemplated herein.

 

**6.3         **The Holderacknowledges that it has received and carefully reviewed this Agreement and theform of Convertible Debenture attached hereto as Exhibit A. This Agreement andthe form of Convertible Debenture are hereinafter collectively referred to asthe “*Materials,”* and the Holderfurther acknowledges that it has read all of the disclosures set forth in theMaterials. The Holder has had the opportunity to ask questions and receiveanswers from the Company concerning the Company and its business, assets andprospects and the terms and conditions of this Agreement. The Holder recognizesthat 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 amountof its investment. The Holder acknowledges that its representatives and theHolder have been provided with the opportunity to obtain any additionalinformation necessary to verify the accuracy of all information provided to theHolder.

 

**6.4         **In deciding whetherto acquire the Convertible Debenture or the Debenture Shares, the Holder hasrelied or will rely exclusively upon consultations with its legal, financialand tax advisers with respect to the nature of the investment and theinformation provided by the Company in the Materials and this Agreement. Noneof the Holder's advisors are affiliated with,

 

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or compensated directly or indirectly by, the Company or any affiliateor selling agent of the Company.

 

**6.5         **The Holderunderstands that neither the SEC, nor any other governmental agency havingjurisdiction over the sale and issuance of the Convertible Debenture or theDebenture Securities will make any finding or determination relating to theappropriateness for investment of the Convertible Debenture or the DebentureSecurities and that none of them has or will recommend or endorse theConvertible Debenture or the Debenture Securities.

 

**6.6         **The Holderrepresents that the Convertible Debenture is being purchased and the DebentureSecurities will be purchased for its own account for investment and is notbeing purchased and will not be purchased with a view to the resale ordistribution thereof, and that the Holder does not have and will not have apresent intention of distributing or reselling any portion of the ConvertibleDebenture or the Debenture Securities. The Holder acknowledges that it has beeninformed by the Company that the Convertible Debenture, and the DebentureSecurities to be issued and delivered, have not been registered under the Actand that the Convertible Debenture and Debenture Securities must be heldindefinitely unless subsequently registered under the Act or an exemption forsuch registration is available. The Holder acknowledges that, other than as maybe set forth in the Materials, the Company has no obligation to register theConvertible Debenture or the Debenture Securities under the Act. The Holderalso acknowledges that it is fully aware of the restrictions on disposing ofthe Convertible Debenture and the Debenture Securities resulting from theprovisions of the Act and the rules and regulations of the SEC thereunder.

 

**6.7         **The Holderunderstands that the Convertible Debenture is not and the Debenture Securitiesupon issuance will not be freely transferable.

 

**6.8         **The Holderrecognizes that there is not a public market for the Convertible Debenture orany Convertible Securities other than the Common Stock and that there is notanticipated to be in the future a market for the Convertible Debenture or anyConvertible Securities other than the Common Stock. The Holder understands thatit may have to hold the Convertible Debenture and any Debenture Securityindefinitely due to the lack of such a market or restrictions on transfer ofsuch security.

 

**6.9         **The Holderrecognizes that no escrow or minimum amount has been established for the saleof Convertible Debentures and that the proceeds will be immediately received bythe Company. The Holder recognizes that the Company's inability to raise suchfunds, or additional funds, promptly may significantly and adversely affect theCompany's ability to achieve its financial objectives.

 

**6.10       **The Holder representsthat it possesses such knowledge and experience in business and financialmatters that it is capable of evaluating the merits and risks of its investmentin the Convertible Debenture and the Debenture Securities. The Holder also hasthe degree of sophistication in these matters necessary to understand (1) thefinancial and operational information provided to it relating to the Company,and (2) the potential risk of losing all or a

 

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portion of its investment in the Convertible Debenture and theDebenture Securities. The Holder represents that it is able to bear theeconomic risk of a loss of its investment in the securities that it has fundsadequate to meet personal needs and contingencies and that it has no need forliquidity of the investment in the Convertible Debenture or the DebentureSecurities.

 

**6.11       **The Holder recognizesthat “stop transfer” instructions will be issued against the ConvertibleDebenture and the Debenture Securities and that the following legend will beplaced on the Convertible Debenture and the Debenture Securities issued:

 

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVEBEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THESECURITIES ACT OF 1933.  THE SECURITIESMAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR ANEXEMPTION THEREFROM UNDER SAID ACT.

 

**6.12**        The Holder hereby agrees that commencingthirty (30) trading days prior to any Conversion Date as defined above andending on the Conversion Date, Holder and any representative under Holder'sdirection, will refrain from any direct or indirect trading in the Company'sCommon Stock, including trading of any options or derivative securities andlending of any Common Stock or related derivative securities, in order that theConversion Price not be influenced in any way by the Holder, directly or indirectly.

 

**7.             TRANSFER. **With respect to any offer,sale or other disposition of the Convertible Debenture or the DebentureSecurities, the Holder will give written notice to the Company prior thereto,describing briefly the manner thereof, together with a written opinion ofHolder's counsel in form and substance acceptable to the Company, to the effectthat such offer, sale or other distribution may be effected withoutregistration or qualification (under any federal or state law then in effect).Promptly upon receiving such written notice and opinion, the Company shallnotify such Holder whether such Holder may sell or otherwise dispose of theConvertible Debenture or the Debenture Securities, all in accordance with theterms of the notice delivered to the Company.

 

**8.**             **CERTAIN CORPORATE TRANSACTIONS.**  Nothing in this Agreement shall in any way prohibit the Companyfrom merging with or consolidating into another corporation or other entity, orfrom selling or transferring all or substantially all of its assets, or fromdistributing all or substantially all of its assets to its stockholders inliquidation, or from dissolving and terminating its corporate existence, and, inany such event (other than a merger in which the Company is the survivingcorporation and under the terms of which the shares of Common Stock outstandingimmediately prior to the merger remain outstanding and unchanged), Holder shallhave the right exercisable not less than ten (10) business days prior to thecompletion of such merger, consolidation, sale or transfer of assets,liquidation or dissolution, to elect to: (a) have the outstanding principalamount of the Convertible Debenture repaid to Holder or (b) have the entireoutstanding principal amount of the Convertible Debenture converted into theDebenture Shares at a price equal to the price that would be applicable ifHolder were exercising the Extended Conversion Right, with the date of the announcementby the Company

 

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of such transaction as noticed to the Company in writing by the Holderbeing the Conversion Date for purposes of calculating the Conversion Price. Tothe extent that Holder's right to convert the Convertible Debenture into theDebenture Shares is accelerated under this Section 8, the conversion or paymentof the entire outstanding principal amount of the Convertible Debenture shallbe contingent upon the consummation of such merger, consolidation, sale ortransfer of assets, liquidation or dissolution. Any conversion upon exercise ofthe Institutional Conversion Right shall be subject to consummation of theInstitutional Offering.

 

**9.             GENERAL PROVISIONS.**

 

**9.1          Survival of Representations andWarranties.**  Allrepresentations and warranties of the parties hereto contained in thisAgreement will survive the Closing, are material and have been or will berelied upon by the other parties.

 

**9.2          No Third-Party Beneficiaries.**  This Agreement is made for the purpose ofdefining and setting forth certain obligations, rights and duties of theCompany and the Holder in connection with the obligations under thisAgreement.  This Agreement is made forthe sole protection of the Company and the Holder.  No other person shall have any rights of any nature hereunder orby reason hereof.

 

**9.3          Binding Effect.**  This Agreement shall bind, and shall inureto the benefit of, the Company and the Holder, and their respective heirs,successors, personal representatives and assigns.

 

**9.4          Execution in Counterparts.**  This Agreement may be executed in any numberof counterparts and any party hereto or thereto may execute any counterpart,each of which when executed and delivered will be deemed to be an original andall of which counterparts of this Agreement taken together will be deemed to bebut one and the same instrument.  Theexecution of this Agreement by any party hereto will not become effective untilcounterparts hereof or thereof, as the case may be, have been executed by allthe parties hereto or thereto, and transmitted by facsimile copy with deliveryof manually executed copies in person, by overnight courier or by mail.

 

**9.5          Prior Agreements; Amendments;Consents.**  ThisAgreement contains the entire agreement between the Holder and the Company withrespect to the Convertible Debenture and the Debenture Securities and all priornegotiations, understandings and agreements with regards to the offeringthereof are superseded by this Agreement. No amendment, modification,supplement, termination or waiver of any provision of this Agreement, and noconsent to any departure by the Company therefrom, shall be effective unless inwriting and signed by the Holder, and then only in the specific instance andfor the specific purpose given.

 

**9.6          Governing Law.    THIS AGREEMENT AND ALL AMENDMENTS,SUPPLEMENTS, WAIVERS AND CONSENTS RELATING HERETO OR THERETO SHALL BE GOVERNEDBY AND CONSTRUED IN ACCORDANCE**

 

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**WITH THELAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OFLAW.  EACH PARTY HEREBY IRREVOCABLYSUBMITS ITSELF TO THE JURISDICTION OF THE COURTS SITTING IN THE STATE OFDELAWARE AND AGREES AND CONSENTS THAT SERVICE OF PROCESS MAY BE MADE UPON IT INANY LEGAL PROCEEDINGS RELATING HERETO BY ANY MEANS ALLOWED UNDER DELAWARE LAW.**

 

**9.7          Mandatory Arbitration.     **Any dispute arising inconnection with the interpretation or enforcement of the provisions of thisAgreement or arising in connection with the Convertible Debenture or theDebenture Securities, or its or their application or validity, will besubmitted to arbitration. Such arbitration proceedings will be held in theState of Delaware. This agreement to arbitrate is specifically enforceable. Anyaward rendered in any such arbitration proceeding will be final and binding oneach of the parties, and judgment may be entered thereon in any court ofcompetent jurisdiction. The costs and fees of any such arbitration proceedingwill be borne by the respective parties. The arbitrators may in theirdiscretion award costs and reasonable attorneys' fees to the prevailing party.

 

**9.8          Severability of Provisions;Conflict.**  Anyprovision in this Agreement that is held to be inoperative, unenforceable orinvalid shall be inoperative, unenforceable or invalid without affecting theremaining provisions, and to this end the provisions of this Agreement aredeclared to be severable.  In the eventof a conflict between this Agreement and the Materials as defined herein, theterms of this Agreement shall prevail.

 

**9.9          Confidentiality.**  The Holder acknowledges and agrees that thenon-public information it has received and will receive about the Company andthe Company's financial performance is confidential, and agrees to use allreasonable efforts to maintain the confidentiality thereof. Any confidentialityagreement between the Holder and the Company, including the foregoing, ishereby modified, only to the extent necessary, to permit the Holder to exerciseand protect its rights under this Agreement, or as a stockholder of theCompany.

 

**10.          NOTICES. **Any notice to the Companyprovided for in the Convertible Debenture shall be given by personal deliveryor by mailing such notice by first class or certified mail, return receipt requested,addressed to the Company at the property address stated below, or to such otheraddress as the Company may designate by written notice to the Holder. Anynotice to the Holder shall be given by personal delivery or by mailing suchnotice by first class or certified mail, return receipt requested, to theHolder at the address stated on the signature page of the Agreement, or at suchother address as may have been designated the Holder by written notice to theCompany. Mailed notices shall be deemed delivered and received on the deliverydate as shown on the postal return receipt or the receipt furnished by anindependent courier service, and any notices transmitted by confirmed facsimiletransmission will be deemed delivered and received as of the date of thetransmission.

 

 

**SIGNATUREFOLLOWS**

 

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**INWITNESS WHEREOF**, the parties have signed this Agreement as of                            ,**2003** at Las Vegas, Nevada.

 

 
|   |                                | **“HOLDER”** |
|--------|-------------------------------------|------------------------|
|   |                                |                   |
|   |                                |                   |
|   | Signed:                             |                   |
|   |                                |                   |
|   | Address:                            |                   |
|   |                                |                   |
|   |                                |                   |
|   | Phone:                              |                   |
|   | Fax:                                |                   |
|   | E-mail:                             |                   |
|   |                                |                   |
|   | Tax I.D. or Social Security Number: |                   |
|        |                                     |                        |  |

 

**THISAGREEMENT IS NOT EFFECTIVE UNTIL AFTER THE RECEIPT AND VERIFICATION OF GOODFUNDS FROM THE HOLDER TO THE BANK ACCOUNT LISTED BELOW AND ACCEPTANCE BY THECOMPANY AS WITNESSED BY THE SIGNATURE ON THE NEXT PAGE**

 

**Wiresshould be sent via the Fed Wire system to:**

U.S. Bank of Nevada

Nevada Financial Center

2300 West Sahara Avenue

Las Vegas, NV 89102

ABA #121201694

Credit to the Account of:

MediCor Ltd.

Account #153790902537

 

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**Funds(other than wires) should be made payable to MediCor Ltd. and sent to:**

MediCor Ltd.

4560 South DecaturBoulevard

Suite 300

Las Vegas, NV  89103-5253

Phone: (702) 932-4560

Fax:      (702) 932-4561

 

**THE COMPANY:**

 
| ***MediCor  Ltd.*** | ***Effective  Date:*** |
|---------------------|------------------------|
|                |
| By:                 |                   |   |   | , 2003 |
|                |                   |
|                |                   |
| Its:                |                   |   |   |

 

Address for Notices:

MediCor Ltd.

4560 South Decatur Boulevard

Suite 300

Las Vegas, NV 89103-5253

Phone: 702/932-4560

Fax:     702/932-4561

 

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**EXHIBITA**

**TOINVESTMENT AGREEMENT**

 

**FORM OFCONVERTIBLE DEBENTURE**

 

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