**Exhibit4.5**

** **

**THE DEBENTURESOFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE“SECURITIES ACT”), AND HAVE NOT BEEN QUALIFIED UNDER THE SECURITIES LAWS OF ANYOTHER STATE.  THE DEBENTURES CANNOT BESOLD OR TRANSFERRED WITHOUT SUCH REGISTRATION OR QUALIFICATION UNLESS ANEXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION IS THEN AVAILABLE.**

** **

**MEDICOR LTD.FORM OF CONVERTIBLE DEBENTURE**

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

 

**#**

** **

**PRINCIPAL AMOUNT:**

 

**$**

 

 

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

 

**1.             PAYMENTSAND INTEREST.        **Theoutstanding principal amount of this Convertible Debenture shall bear interestat a rate of Eight Percent (8%) per annum, for as long as the Convertible Debenture is outstanding. Interest shallbe paid to the Holder by the Company on a quarterly basis, payable withinthirty (30) days from the end of each calendar quarter. If the Holder convertsthis Convertible Debenture into the Debenture Shares or elects to have the outstandingprincipal amount of this Convertible Debenture repaid to the Holder as described in Section 2 of the Agreement, theCompany will pay any accrued and unpaid interest, pro-rated to the Conversiondate on the basis of a 365 day year, due the Holder and no further interestpast the Conversion Date will be due to the Holder by the Company. ThisConvertible Debenture is payable only by the either: (i) the payment to theHolder by the Company of the outstanding principal amount of this Convertible 

 

1

----

 

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

 

**2.             SECURITY.          **This ConvertibleDebenture is an unsecured obligation of the Company.

 

**3.             SEVERABILITY.                **If anyprovision of this Convertible Debenture is invalid by operation of any law orinterpretation placed thereon by any court, this Convertible Debenture shall beconstrued as not containing such provision and all other provisions of thisConvertible Debenture which are otherwise lawful shall remain in full force andeffect, and to this end the provisions of this Convertible Debenture aredeclared to be severable.

 

**4.             GOVERNINGLAW.          ****THIS CONVERTIBLE DEBENTURE AND ALL AMENDMENTS, SUPPLEMENTS,WAIVERS AND CONSENTS RELATING HERETO OR THERETO SHALL BE GOVERNED BY ANDCONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARDTO PRINCIPLES OF CONFLICTS OF LAW.  EACHPARTY HEREBY IRREVOCABLY SUBMITS ITSELF TO THE JURISDICTION OF THE COURTSSITTING IN THE STATE OF DELAWARE AND AGREES AND CONSENTS THAT SERVICE OFPROCESS MAY BE MADE UPON IT IN ANY LEGAL PROCEEDINGS RELATING HERETO BYANY MEANS ALLOWED UNDER DELAWARE LAW.**

 

**5.             ASSIGNMENT.   **With respect to any offer, sale or other disposition of thisConvertible Debenture, 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 writtennotice, the Company shall notify such Holder whether such Holder may sell orotherwise dispose of this Convertible Debenture, all in accordance with theterms of the notice delivered to the Company.

 

**6.             FORBEARANCENOT A WAIVER.****               **No delay oromission on the part of the Holder in exercising any rights under thisConvertible Debenture or under the Agreement as defined herein, on default bythe Company, shall operate as a waiver of such right or of any other rightunder this Convertible Debenture, for the same default or any other default.

 

**7.             MANNEROF NOTIFICATION.      **Anynotice or surrender to the Company provided for in this Convertible Debentureshall be given by personal delivery or by mailing such notice or making suchsurrender by first class or certified mail, return receipt requested, addressedto the Company at the property address stated below, or to such other addressas the Company may designate for such purpose 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 of the Agreement, or at such other address as may havebeen designated the Holder by written notice to the Company.  Mailed notices shall be deemed delivered andreceived on the delivery date as shown on the postal return receipt or thereceipt furnished by an independent courier service, and any noticestransmitted by confirmed facsimile transmission will be deemed delivered andreceived as of the date of the transmission.

 

2

----

 

**8.             CONVERSIONRIGHTS OF HOLDER.        **In the sole discretion of the Holder, notmore than twenty (20) business days nor less than ten (10) business days priorto the first anniversary of the Date of Issuance set forth above and thereafterprior to the 18-month, 24-month, 30-month and 36-month anniversary of the datehereof, the Holder may elect to: (a) have the entire outstanding principalamount of the Convertible Debenture repaid to the Holder, along with anyaccrued and unpaid interest thereon; (b) covert the entire outstandingprincipal amount of the Convertible Debenture into the Debenture Shares at the Conversion Price as defined inSection 1 of the Agreement; or (c) continue to hold this ConvertibleDebenture until the third anniversary of the Date of Issuance set forth above(the *“MaturityDate”*). If the Holder does not so notify the Company of Holder’selection prior to any Conversion Date, as defined in Section 1 of theAgreement, then the Company will continue to record this Convertible Debentureas outstanding. In the sole discretion of the Holder, not more than twenty (20)business days nor less than ten (10) business days prior to the Maturity 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 the Conversion Price as defined inSection 1 of the Agreement. If the Holder does not so notify the Companyprior to the Maturity Date, the Convertible Debenture will automaticallyconvert into the Debenture Shares at the Conversion Price and, upon suchconversion, any and all obligations of the Company to the Holder hereundershall be satisfied.

 

**8.1          ConversionProcedure; Notice of Conversion.****             **Beforethe Holder shall be entitled to convert this Convertible Debenture into theDebenture Shares, the Holder shall surrender this Convertible Debenture to theCompany at the address of the Company provided for such purpose pursuant toSection 7 and shall give written notice by mail, postage prepaid, to theCompany, of the election to convert the same, all as described in the Agreementand in Section 8 hereof. The Company shall, as soon as practicablethereafter, issue and deliver to the Holder pursuant to Section 8.2 acertificate or certificates for the Debenture Shares to which the Holder shallbe entitled as aforesaid (bearing such legends as are required by applicablestate and federal securities laws in the opinion of counsel to the Company),including a check payable to the Holder for any cash amounts payable asdescribed in Section 8.2. Such conversion shall be deemed to have beenmade immediately prior to the close of business on the Conversion Date asdefined in Section 1 of the Agreement, and the Holder shall be treated forall purposes as the record holder or holders of such shares of the Common Stockas of such date.

 

**8.2          Mechanicsand Effect of Conversion.              **Nofractional shares of the Common Stock shall be issued upon conversion of thisConvertible Debenture. In lieu of the Company issuing any fractional shares tothe Holder upon the conversion of this Convertible Debenture, the Company shallpay to the Holder the amount of outstanding principal that is not so convertedbecause of a fractional share, such payment to be in the form as providedbelow. Upon the conversion of this Convertible Debenture pursuant toSection 8, the Holder shall surrender this Debenture, duly endorsed, atthe Company’s address provided for such purpose pursuant to Section 7. Atis expense, the Company shall, as soon as practicable thereafter, issue anddeliver to such Holder by mail a certificate or certificates for the number ofwhole shares of the Common Stock to which the Holder shall be entitled uponsuch conversion (bearing such legends as are required by applicable state andfederal securities laws in the opinion of counsel to the Company). Uponconversion of this Convertible Debenture or repayment of

 

3

----

 

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

 

**9.             HEADING;REFERENCES.               **Allheadings used herein are used for convenience only and shall not be used toconstrue or interpret this Convertible Debenture. Except where otherwiseindicated, all references herein to Sections refer to Sections hereof.

 
|   | **THE COMPANY:**                        |
|--------|-----------------------------------------|
|   | **MEDICOR  LTD.a Delaware Corporation** |
|   |                                    |
|   |                                    |
|   | By:                                     |   |   |
|   |                                    |
|   | Its:                                    |   |   |
|   |                                    |
|   | Address for Notices:                    |
|   | 4560 South Decatur  Blvd. Suite 300     |
|   | Las Vegas, NV.  89103              |

 

4

----

 

**NOTICE OF CONVERSION**

 

**(To be signed only upon Conversion ofDebenture)**

 
| **TO:** | **MEDICOR  LTD.**                   |
|---------|-------------------------------------|
|    | 4560 South Decatur  Blvd. Suite 300 |
|    | Las Vegas, NV.  89103          |

 

The undersigned, theHolder of the foregoing Convertible Debenture, hereby surrenders suchConvertible Debenture for conversion into shares of the Common Stock of **MEDICOR LTD.,** a DelawareCorporation, to the extent of the entire outstanding principal amount of theConvertible Debenture, and requests that the certificates for such shares beissued in the name of, and delivered to :

 

 

whose address is:

 

 
| Dated: |                                                                                                           |   |   |
|--------|----------------------------------------------------------------------------------------------------------------|--------|--------|
|   |                                                                                                           |
|   | Signed:                                                                                                        |
|   |                                                                                                           |
|   |                                                                                                           |   |
|   | (Signature must conform  in all respects to the name of  the Holder as specified on the face of the Debenture) |
|   |                                                                                                           |
|   | Address:                                                                                                       |
|   |                                                                                                           |   |
|   |                                                                                                           |   |
|        |                                                                                                                |        |        |  |  |

 

5

----