EXHIBIT 10.2

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this "Agreement") is made as of March 18, 2003 by and among
MEDICOR LTD., a Delaware corporation ("Buyer") and the entities listed under "Sellers" on the
signature pages of this Agreement (collectively, "Sellers" and each, a "Seller").

RECITALS

A.    Intellectual
Property International Inc., a Delaware corporation (the "Company"), owns all Intellectual Property
(as defined below) licensed, created, invented or developed by, or at the direction of, Arthur A. Beisang ("Beisang"), Robert A. Ersek, M.D.
("Ersek"), or Sellers related to the development and manufacture of medical device technologies and products.

B.    The
Company acquired or was assigned all of such Intellectual Property and related rights by Sellers, Kingsley Worldwide International, a Texas joint venture
("Kingsley"), a company owned by Sellers. Sellers are owned by Beisang and Ersek.

C.    Buyer
desires to acquire all of the rights, title and interests to such Intellectual Property and related rights through the acquisition of all of the issued and
outstanding equity securities of the Company.

D.    The
Company has issued and outstanding two (2) shares of common stock, $0.01 par value per share (the "Common
Stock").

E.    Each
Seller owns one share of the Common Stock as indicated onSchedule 2.2(a)opposite each Seller's name (the
"Securities"), which shares together constitute all of the issued and outstanding equity securities of the Company.

F.     Sellers
desire to sell, and Buyer desires to purchase, all of the Securities, subject to the terms and conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual agreements contained in this Agreement, the parties hereto, intending to be legally bound, agree as follows:

For
purposes of this Agreement, the following terms have the meanings specified or referred to in thisSection 1:

"Beneficial
Owner" has the meaning ascribed to that term in Rule 13d-3 under the Securities Exchange Act of 1934, as amended.

"Best
Efforts" commercially reasonable best efforts (whether or not capitalized in this Agreement).

"Buyer"
as defined in the Preamble.

"Buyer's
Stock" as defined inSection 2.2(a).

"Closing"
as defined inSection 2.3.

"Closing
Date" the date and time that the Closing takes place.

"Common
Stock" as defined inRecital D.

"Company"
as defined inRecital A.

"Contracts"
as defined inSection 3.5.

"Intellectual
Property" as defined inSection 3.9.

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"License
Agreement" as defined inSection 3.9.

"Ordinary
Course of Business" an action taken by the Company will be deemed to have been taken in the "Ordinary Course of Business" only if:



"Organizational
Documents" (a) the articles or certificate of incorporation or memorandum of association and the bylaws or articles of association of a corporation; (b) the
partnership agreement and any statement of partnership of a general partnership; (c) the limited partnership agreement and the certificate of limited partnership of a limited partnership;
(d) the articles of association or certificate of formation and the bylaws or the limited liability company or operating agreement of a limited liability
company; (e) any charter or similar document adopted or filed in connection with the creation, formation, or organization of any entity; and (f) any amendment to any of the foregoing.

"Permits"
as defined inSection 3.13.

"Person"
an individual (including family members of Beisang or Ersek or any inventor or owner or holder of any Intellectual Property), partnership, corporation, business trust, limited
liability company, limited liability partnership, joint stock company, trust, unincorporated association, joint venture or other entity.

"Securities"
as defined inRecital E.

"Securities
Act" the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to time.

"Sellers"
and "Seller" as defined in the Preamble.

"Taxes"
as defined inSection 3.12.

2.1PURCHASE OF SECURITIES. On the basis of the representations, warranties and agreements set forth herein, and upon the
terms and conditions set forth in this Agreement, at the Closing, each Seller shall sell all of its Securities to Buyer, and Buyer shall purchase all the Securities from Sellers, provided,however, that Buyer shall not be obligated to purchase any Securities unless all of the
Securities are sold and certificates evidencing the same are delivered to Buyer.

2.2PURCHASE PRICE AND PAYMENT.



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2.3CLOSING. The purchase and sale of the Securities (the "Closing") will
take place at the offices of Sheraton Four Points Hotel in Minneapolis, Minnesota at 1 p.m. CST on March 18, 2003 or such later date as all of the conditions in Sections 7and8are satisfied, or at such other time and place as Buyer and Sellers may agree. Subject
toSection 9, the failure to complete the Closing on the date and at the time and place determined pursuant to this Section 2.3will not result
in the termination of this Agreement and will not relieve any party of any obligation under this Agreement.

Each
Seller severally and jointly represents and warrants to Buyer that:

3.1ORGANIZATION; QUALIFICATION AND GOOD STANDING. Each Seller is, and at the Closing Date will be, duly organized, validly
existing and in good standing under the laws of its jurisdiction of organization applicable to its particular type of business organization, with full power and authority to carry on its business and
to execute and deliver this Agreement, to consummate the transactions contemplated hereby, and to sell, transfer and deliver the Securities pursuant to Section 2in the manner provided therein. The
Company is a company duly organized, validly existing and in good standing under the laws of the
State of Delaware. The Company is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the nature of its business makes such qualification necessary.

3.2COMPANY CAPITAL STRUCTURE. The authorized capital stock of the Company consists of 1,500 shares of common stock, par
value $0.01 per share, of which two (2) shares are issued and outstanding as of the date of this Agreement. No shares of preferred stock have been authorized. All shares of Company Common Stock
have been duly authorized, and all such issued and outstanding shares have been validly issued, are fully paid and nonassessable and are free of any liens or encumbrances.

3.3AUTHORIZATION; AUTHORITY. The execution and delivery by each Seller of this Agreement and the consummation of the
transactions contemplated hereby have been duly and validly authorized by such Seller's board of directors or similar governing body. No other corporate or other proceedings on the part of such Seller
or consent or approval of any other Person is necessary to authorize this Agreement, to consummate the transactions contemplated hereby or to sell, transfer and deliver the Securities pursuant to Section 2in the manner provided therein.

3.4DUE EXECUTION; VALID AND BINDING AGREEMENT. This Agreement has been duly and validly executed and delivered by each
Seller and, assuming the valid execution by Buyer, constitutes a legal, valid and binding agreement of each Seller, enforceable against such Seller in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally or by general equitable principles. No filing
with, and no permit, authorization, consent or approval of any public body or authority is necessary for the consummation by any Seller of the transactions contemplated by this Agreement.

3.5NO BREACH OR VIOLATION. None of the execution and delivery by any Seller of this Agreement, or the consummation by any
Seller of the transactions contemplated hereby will: (i) conflict with, or result in a violation or breach of, or constitute a default under, require any notice under or result in the creation
of any lien or encumbrance upon any of the Securities, or any of the assets of the Company pursuant to the terms of, any provision of any of Seller's Organizational Documents or any contract,
indenture, mortgage, lease, agreement, instrument, commitment or other arrangement to which any Seller is a party or by which any Seller or any of the Securities or any of the assets of any Seller is
bound, whether written or oral (collectively, "Contracts"); (ii) except as set forth on Schedule 3.5, require the consent or approval of any
third party, or in the absence of the consent of any third party to the change of ownership
and control of the Company contemplated by this Agreement, result in the loss of any rights or benefits under any Contract either automatically or at the election of any third party;
(iii) violate any judgment, order, permit, injunction, writ, decree or award of any court or any regulatory or governmental authority against or binding upon any Seller or any assets of any

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Seller
or any of the Securities; or (iv) assuming that all filings, permits, authorizations, consents, and approvals have been duly made or obtained pursuant to the legal requirements
identified inSchedule 3.5, constitute a violation by any Seller of, or either automatically or at the election of any third party result in the
loss of any rights or benefits under, any statute, law, rule, ordinance or regulation of any regulatory or governmental authority.

3.6ACQUISITIONS OF SECURITIES. No party to any Contract related to the Company or the Common Stock has asserted any claims
against any other party in connection with any of the transactions completed by such Contract, including any claims for breach or inaccuracy of any representations, warranties or covenants or for
indemnification, reimbursement or set-off. There is no event or circumstance that would reasonably be expected to form the basis for any such claim for indemnification, reimbursement or
set-off assuming that (whether or not true) all representations and warranties still survived and all relevant claims periods were still open.

3.7SUBSIDIARIES. The Company does not own or control, directly or indirectly, any interest in any other corporation,
association or other business entity, and the Company is not a participant in any joint venture, partnership or similar arrangement.

3.8LITIGATION. There is no action, suit, proceeding or investigation pending or currently threatened against Sellers, the
Company or any of their respective assets, or any of their officers, directors or stockholders, that questions the validity of this Agreement, or the right of Sellers to enter into this Agreement, or
to consummate the transactions contemplated hereby or thereby, or that might result, either individually or in the aggregate, in (i) any material adverse change in the assets, properties,
condition, affairs, business or prospects of the Company or the assets of any stockholder, financially or otherwise, (ii) any liability on the part of the Company or its stockholders or
(iii) any material adverse change in the current equity ownership of the Company. The foregoing includes, without limitation, (i) actions, suits, proceedings or investigations (pending
or threatened) involving the prior employment of any of the Company's, Sellers' or Kingsley's employees, (ii) the use, in connection with the Company's business, of any information or
techniques allegedly proprietary to any of the former employers of the Company's, Sellers' or Kingsley's employees, or (iii) obligations of the Company's, Sellers' or Kingsley's employees under
any agreements with former employers. None of Sellers, the Company or Kingsley is a party or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government
agency or instrumentality. There is no action, suit, proceeding or investigation by the Company or Sellers currently pending or that the Company or Sellers intend to initiate. There are no actions,
suits or disputes between the stockholders of the Company, including, any disputes with respect to the ownership of the equity securities of the Company.

3.9INTELLECTUAL PROPERTY.



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3.10TITLE TO PROPERTY AND ASSETS. The only asset of the Company is the Intellectual Property and the Company
has good and valid title and right in, to or arising under or out of, such Intellectual Property, including in all of the related material tangible properties and assets, personal

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and
mixed, used in its business, free and clear of any mortgages, liens, loans or encumbrances of any kind except for liens for taxes not yet due and payable, if any, which are not material in
character, amount or extent, and which do not materially detract from the value, or materially interfere with the present use, of the Intellectual Property subject thereto or affected thereby.

3.11EMPLOYEES. The employment of any officer or employee of the Company is terminable at will. No key employee
of the Company has any plans to terminate his or her employment with the Company nor does the Company have a present intention to terminate the employment of any employee. The Company has complied
with all applicable equal employment opportunity and other laws relating to employment.

3.12TAX RETURNS AND PAYMENTS. The Company has paid all Taxes and other assessments due which it is required to
pay and has timely filed all tax returns and reports as required by law. These returns and reports are true and correct in all material respects. The Company has not made any elections under any
applicable tax law that would have a material adverse effect on the Company, its financial condition, its business as presently conducted or any of its properties or material assets. For the purposes
of this Agreement "Taxes" refers to any and all local and foreign taxes, assessments and other government charges, duties, impositions and liabilities
relating to taxes, including taxes based upon or measured by gross receipts, net operating losses, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise,
withholding, payroll, recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed with respect to such amounts and any obligations under any
agreements or arrangements with any other Person with respect to such amounts and including any liability for taxes of a predecessor entity.

3.13PERMITS. Except as set forth onSchedule 3.13, the
Company has all franchises, permits, licenses, variances, exemptions, orders and regulatory approvals of all governmental entities or other similar authority
("Permits") necessary for the conduct of its business, and the lack of which could materially and adversely affect the business, properties, prospects,
or financial condition of the Company. All of such Permits are in full force and effect and the Company is not in default and is in compliance with all such Permits.

3.14AGREEMENTS, CONTRACTS AND COMMITMENTS.



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3.15ENVIRONMENT AND SAFETY LAWS. The Company is not in violation of any applicable statute, law or regulation
relating to the environment or occupational health and safety, the violation of which would materially adversely affect the Company, and no material expenditures are or will be required in order to
comply with any such existing statute, law or regulation.

3.16CORRUPT PRACTICES. None of the activities or types of conduct below have been or may have been engaged in
by the Company, either directly or indirectly:



The
Company has not violated the terms of the United States Foreign Corrupt Practices Act (assuming the Company were at all times subject to the terms of such Act) or any other similar laws, statute,
rule or regulation of any other country or political subdivision.

3.17INSURANCE. Except as set forth onSchedule 3.17,
the Company maintains insurance policies, with extended coverage, in commercially reasonable amounts (subject to reasonable deductibles) to allow it to replace any of its properties that might be
damaged or destroyed.

3.18RELATED PARTY TRANSACTIONS. Neither Sellers, nor any employee, officer, director or stockholder of Sellers
or the Company or member of his or her immediate family is indebted to the Company, nor is the Company indebted (or committed to make loans or extend or guarantee credit) to any of them. None of such
Persons has any direct or indirect ownership interest in any firm or corporation with which the Company is affiliated or with which the Company has a business relationship, or any firm or corporation
that competes with the Company, except that employees, officers, directors or stockholders of the Company and members of their immediate families may own stock in publicly traded companies that may
compete with the Company. No member of the immediate family of any officer or director of the Company is directly or indirectly interested in any material contract with the Company.

3.19MATERIAL LIABILITIES. The Company has no material liability or obligation, absolute or contingent
(individually or in the aggregate), other than liabilities not in excess of $2,000 incurred after March 18, 2003, in the ordinary course of business, that are not material, individually or in
the aggregate.

3.20FEES OR COMMISSIONS. None of Sellers or the Company has incurred any obligation or liability for any
investment banking fees, brokerage fees, commissions, finders' fees or other similar payments in connection with any of the transactions contemplated by this Agreement.

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3.21OBLIGATIONS WITH RESPECT TO CAPITAL STOCK.



3.22TITLE TO SECURITIES. Each Seller is the sole legal and Beneficial Owner and holder of all of the
Securities listed opposite such Seller's name onSchedule 2.2(a), and Buyer will acquire good and marketable title to all the Securities listed
opposite such Seller's name onSchedule 2.2(a), free and clear of any security interest, claim, lien or encumbrance of any kind. The Securities
listed onSchedule 2.2(a)constitute all of the outstanding securities, debt securities or instruments or securities or instruments convertible
directly or indirectly into equity securities of the Company, including all options, warrants and other purchase rights of the Company with respect to its equity securities, as of the Closing Date,
and upon consummation of the transactions contemplated hereby Buyer will own all of the outstanding securities of the Company.

3.23OTHER SECURITIES. No Seller holds of record or is the Beneficial Owner of, or has any interest in, any
equity securities, debt securities or instruments or securities or instruments convertible directly or indirectly into equity securities, including any options, warrants or other purchase rights with
respect to the equity securities of the Company, other than the Securities listed opposite such Seller's name onSchedule 2.2(a).

3.24COMPLIANCE WITH LAWS. The Company has complied in all material respects with, is not in material violation
of, and has not received any notices of violation with respect to, any local statute, law or regulation with respect to the conduct of its business, or the ownership or operation of its business,.

3.25FULL DISCLOSURE. No representation or warranty of any Seller in this Agreement and no statement in any
Schedule or Exhibit omits to state a material fact necessary to make any of the statements herein or therein, in light of the circumstances in which they were made, not misleading.

3.26INVESTMENT INTENT. Each Seller is purchasing Buyer's Stock solely for its own account for investment and
not with a view to or for sale in connection with any distribution of Buyer's Stock or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or
distributing Buyer's Stock or any portion thereof within the meaning of Section 2(11) of the Securities Act. Each Seller also represents that the entire legal and beneficial interest of Buyer's
Stock is being purchased, and will be held, for its own account only, and neither in whole or in part for any other Person.

3.27INFORMATION CONCERNING COMPANY. Each Seller has heretofore discussed Buyer and its plans, operations and
financial condition with Buyer's officers and has heretofore received all such information as such Seller has deemed necessary and appropriate to enable such Seller to evaluate

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the
financial risk inherent in making an investment in Buyer's Stock and such Seller has received satisfactory and complete information concerning the business and financial condition of Buyer in
response to all inquiries in respect thereof.

3.28ECONOMIC RISK. Each Seller realizes that the investment in Buyer's Stock is highly speculative and
involves a high degree of risk, and such Seller is able, without impairing its financial condition, to hold Buyer's Stock for an indefinite period of time and to suffer a complete loss of the
investment.

3.29RESTRICTED STOCK. Each Seller understands and acknowledges that:



Each
Seller further represents that it does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such
Person or to any third person, with respect to any shares of Buyer's Stock. Each Seller is experienced in evaluating and investing in securities of companies such as the Company and acknowledges that
it can bear the economic risk of its investment and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in
Buyer's Stock. Neither Seller has been formed for the specific purpose of acquiring Buyer's Stock. Each Seller is aware that it may be required to bear the economic risk of an investment in Buyer's
Stock for an indefinite period, and it is able to bear such risk for an indefinite period. Each Seller acknowledges (i) that the shares of Buyer's Stock being and to be acquired by it are not
being registered under the Securities Act on the grounds that the issuance of such securities are exempt from registration under Rule 506 of Regulation D as being made only to accredited
investors in a non-public offering and (ii) that Buyer's reliance on such exemption is predicated in part on the representations made to Buyer by each Seller in this Section 3.29.

Buyer
represents and warrants to Sellers as follows:

4.1ORGANIZATION AND GOOD STANDING. Buyer is a corporation duly organized, validly existing and in good standing under the
laws of Delaware, with full power and authority to carry on its business and to enter into and carry out the terms of this Agreement.

4.2AUTHORIZATION. Buyer has all requisite corporate power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby. The execution and delivery by Buyer of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly
authorized by the Board of Directors of Buyer in accordance with Delaware law and the Organizational Documents of Buyer. No other corporate proceedings on the part of Buyer are necessary to authorize
this Agreement and the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Buyer and, assuming the valid execution by each Seller, constitutes a legal,
valid and binding agreement, enforceable against Buyer in accordance with

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its
terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally or by general equitable
principles. No filing with, and no permit, authorization, consent or approval of any public body or authority is necessary for the consummation by Buyer of the transactions contemplated by this
Agreement.

4.3NO BREACH OR VIOLATION. Neither the execution and delivery by Buyer of this Agreement nor the consummation of the
transactions contemplated hereby will: (i) conflict with, or result in a violation or breach of, constitute a default under or require any notice under any provision of the Organizational
Documents of Buyer, or any material contract, indenture, mortgage, lease, agreement, instrument, commitment or other arrangement to which it is a party or by which it or any of its properties is
bound; (ii) violate any judgment, order, permit, license, injunction, writ, decree or award of any court or any regulatory or governmental authority against, or binding upon, Buyer or any of
its assets; or (iii) constitute a violation by Buyer of any statute, law, rule, ordinance or regulation of any regulatory or governmental authority.

4.4INVESTMENT INTENT. Buyer is acquiring the Securities for its own account and not with a view to their distribution within
the meaning of Section 2(11) of the Securities Act.

4.5FEES AND COMMISSIONS. Buyer has not incurred any liability for any investment banking fees, brokerage fees, commissions,
finders' fees or other similar payments in connection with any of the transactions contemplated by this Agreement.

5.1CONSENTS. Before the Closing, Sellers shall obtain the consents of all Persons that are identified or required to be
identified onSchedule 3.5.

5.2BEST EFFORTS. Between the date of this Agreement and the Closing Date, Sellers shall use their best efforts to cause the
conditions inSection 7to be satisfied.

5.3EXPENSES. Whether or not the transactions contemplated by this Agreement are consummated, Sellers shall be responsible
for and shall pay, all of their costs and expenses in connection with this Agreement or the transactions contemplated hereby, including investment bankers', attorneys', accountants' and consultants'
fees and expenses and travel expenses. None of such expenses shall be charged to or paid by the Company. Before the Closing, Sellers shall reimburse the Company for any of their expenses that have
been charged to or paid by the Company, if any.

5.4REPRESENTATION LETTERS. Before the Closing, Buyer shall have received a letter from each of Beisang and Ersek
substantially in form and substance asExhibit Aattached hereto (the "Representation Letters")
with respect to the assignment by Sellers and each of them to the Company of all of their Intellectual Property and related rights.

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5.5FURTHER ASSURANCES. Promptly upon the request of Buyer, Sellers further agree to execute and deliver, and cause each of
Kingsley, Beisang, Ersek or other Person to execute and deliver, such additional documents and take such other action as may be necessary or desirable to continue, maintain, enforce, secure, defend,
register, confirm, evidence and otherwise give full effect to and to perfect the rights of Buyer under this Agreement to the Common Stock and to give full effect to and perfect the rights of the
Company to the Intellectual Property, and each Seller hereby authorizes and appoints Buyer and grants Buyer full power of attorney to execute, deliver, file and otherwise process, in the name and on
behalf of Seller and each Seller agrees to cause each of Kingsley, Beisang, Ersek or any other Person to execute, deliver, file and otherwise process, all such documents necessary to perfect, affirm,
record and maintain title in Buyer, its successors, assigns or other legal representatives to the Common Stock and in the Company, its successors, assigns or other legal representatives to any of the
Intellectual Property. Without limiting the foregoing, Sellers agree to, and to cause Beisang and Ersek to, take such action as is necessary to prosecute the patentable rights of Intellectual Property
that have been disclosed to Sellers' or Beisang's or Ersek's patent counsel that and for which a patent application has yet to be filed.

6.1EXPENSES. Whether or not the transactions contemplated by this Agreement are consummated, Buyer shall be responsible for
and pay, all of its costs and expenses in connection with this Agreement or the transactions contemplated hereby, including, investment bankers' attorneys', accountants', and consultants' fees and
expenses and travel expenses.

The
obligation of Buyer to purchase the Securities is subject to the satisfaction on or before the Closing of each of the following conditions, any of which may be waived by Buyer, in
whole or in part in its sole discretion:

7.1REPRESENTATIONS AND WARRANTIES OF SELLERS. All representations and warranties of Sellers contained in this Agreement and
the information in the Schedules shall be true and correct in all material respects on the Closing Date with the same effect as though made at such date.

7.2REPRESENTATIONS AND WARRANTIES OF BEISANG AND ERSEK. All representations and warranties of Beisang and Ersek contained in
the Representation Letters shall be true and correct in all material respects on the Closing Date with the same effect as though made at such date.

7.3COVENANTS OF SELLERS. Sellers shall have performed in all material respects all covenants required by this Agreement to
be performed by them on or before the Closing.

7.4DELIVERY OF DOCUMENTS. Buyer shall have received the consents of all Persons that are identified or required to be
identified inSchedule 3.5.

7.5RESIGNATIONS. Buyer shall have received written resignations, effective as of the Closing, from all of the directors of
the Company and such officers of the Company as Buyer shall have requested in writing at least three business days before the Closing.

7.6INJUNCTIONS. None of Buyer, Sellers, the Company or any of their affiliates shall be subject to any order, decree or
injunction of any court or agency of competent jurisdiction which prevents or delays the consummation of any of the transactions contemplated by this Agreement.

7.7ABSENCE OF CERTAIN CHANGES. Since March 18, 2003:



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7.8INTELLECTUAL PROPERTY ASSIGNMENTS. Sellers, Kingsley, Beisang and Ersek shall have caused to be properly filed with the
United States Patent and Trademark Office, the United States Copyright Office and any other governmental agency all assignments of any registered patents, trademarks, copyrights constituting part of
the Intellectual Property, perfecting thereby title thereto in the Company.

7.9CERTIFICATES. Buyer shall have received such certificates of officers of the Company or others and such other documents
to evidence fulfillment of the conditions set forth in thisSection 7as Buyer may reasonably request.

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The
obligations of Sellers to sell the Securities to Buyer are subject to satisfaction on or before the Closing of the following conditions, any of which may be waived by Sellers, in
whole or in part in their sole discretion:

8.1REPRESENTATIONS AND WARRANTIES OF BUYER. All representations and warranties of Buyer contained in this Agreement shall be
true in all material respects on the Closing Date with the same effect as though made at such date.

8.2COVENANTS OF BUYER. Buyer shall have performed in all material respects all of its covenants required by this Agreement
to be performed by Buyer on or before the Closing.

8.3INJUNCTIONS. None of Buyer, Sellers, the Company or any of their affiliates shall be subject to any order, decree or
injunction of a court or agency of competent jurisdiction which prevents or delays the consummation of any of the transactions contemplated by this Agreement.

8.4CERTIFICATES. Buyer shall have furnished Sellers with certificates of its officers or others and such other documents to
evidence fulfillment of the conditions set forth in thisSection 8as Sellers may reasonably request.

9.1TERMINATION EVENTS. This Agreement may be terminated by written notice given before the Closing:



9.2EFFECT OF TERMINATION. Buyer's or Sellers' right of termination under Section 9.1is in addition to any other rights any party may have under this Agreement or
otherwise, and the exercise of a right of termination
will not be an election of remedies. If this Agreement is terminated pursuant toSection 9.1, all further obligations of the parties under this
Agreement will terminate, except that the obligations inSections 9.2, and10, will survive. However, if
this Agreement is terminated by a party because of a breach of this Agreement by another party or because one or more of the conditions to the terminating party's obligations under this Agreement is
not satisfied as a result of another party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination
unimpaired.

10.1SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Except for the representations and warranties contained in Sections 3.1,3.3,3.9, 3.10and3.22which shall survive for the applicable statute of limitations, all representations and
warranties in this Agreement shall survive three years from the Closing.

10.2SELLERS' INDEMNIFICATION OBLIGATION. Sellers hereby, jointly and severally, indemnify, defend, and hold
Buyer and the respective directors, officers, employees and agents of the foregoing Persons ("Buyer Indemnified Parties") harmless against any and all
liabilities, obligations, losses, costs, expenses, damages, judgments, awards, claims, causes of action, actions, liens and deficiencies which exist, or which are imposed on, incurred by or asserted
against any one or more of

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the
Buyer Indemnified Parties, based upon, resulting from or arising out of (i) any material breach of any representation, warranty or statement by Sellers, in this Agreement and
(ii) any breach of or default in the performance of any agreement, covenant or obligation of any Seller under this Agreement, or any certificate or document delivered by any Seller in
connection herewith or therewith. Claims for indemnification hereunder may be made regardless of whether or not the matter giving rise to such claims would constitute a breach of a representation or
warranty made inSection 3hereof. No Buyer Indemnified Party shall be required to make any claim or demand against any Seller or any other
Person prior to the making of any claim or demand for indemnification or at any other time. The rights of the Buyer Indemnified Parties under this Section 10are in addition to such other rights
and remedies which they may have under this Agreement or otherwise.

10.3PROCEDURE FOR INDEMNIFICATION CLAIMS.



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Each
party hereto shall cooperate in good faith with, make its relevant files and records available for inspection and copying by, and make its employees available or otherwise render
reasonable assistance to, the other party in its defense of any such claim. In the event Sellers shall fail promptly to defend, contest or otherwise protect against the imposition of any such damages
as to any such claim, the Buyer Indemnified Party shall have the right, but not the obligation, to defend, contest or assert any cross-claim or counter-claim or otherwise protect against such claim
and may make any compromise or settlement thereof and recover and be indemnified for the entire cost thereof including, without limitation, from legal expenses, disbursements and all amounts paid as a
result of such matter.

11.1PROSECUTION OF PATENTS. After the Closing Date Buyer or the Company shall have the sole right to file for,
obtain, maintain, register and extend patent and other intellectual property protection for any and all of the Intellectual Property and to control the prosecution (including the abandonment of such
prosecution) of applications or registrations therefor.

11.2INFRINGEMENT NOTICE. For a period of one year after the Closing Date, Sellers shall or shall cause Beisang
or Ersek to promptly inform Buyer by sending a notice in writing of any suspected infringement or misappropriation of any of the Intellectual Property.

11.3ENFORCEMENT OF RIGHTS. If Buyer institutes suit or any other action against any Person with respect to any
suspected infringement or misappropriation of any Intellectual Property, Sellers, at the request of Buyer, shall or shall cause Beisang or Ersek to cooperate in the defense or settlement of such suit
or action. Such defense shall be conducted solely by and at the direction of Buyer and Buyer shall exercise all control over such defense or settlement.

12.1HEADINGS. Section and other headings contained in this Agreement are included solely for convenience and
reference and shall not affect in any way the meaning or interpretation of this Agreement.

12.2GOVERNING LAW. The validity, construction and interpretation of this Agreement, all disputes among the
parties arising out of this Agreement or the transactions contemplated hereby, and all matters related to but not covered by this Agreement shall be governed by the law of the State of Delaware
without regard to the conflicts of law provisions thereof.

12.3ENTIRE AGREEMENT. This Agreement, including any exhibits, schedules and the certificates delivered and to
be delivered pursuant to this Agreement (which are incorporated into this Agreement by this reference and are made a part hereof) embody the entire agreement and understanding between and among the
parties pertaining to their subject matter, and supersede all prior and contemporaneous agreements, understandings, negotiations, representations and discussions, whether written or oral, pertaining
to their subject matter.

12.4ASSIGNMENT. Neither this Agreement nor any rights or obligations under this Agreement may be assigned,
hypothecated or otherwise transferred by any party without the prior written consent of Sellers, for an assignment by Buyer, or Buyer, for any assignment by Sellers, providedthat Buyer may assign this
Agreement or any rights under this Agreement to another entity that is controlled by, controls or is under common
control with Buyer or any entity which Buyer merges with or into, if Buyer remains obligated after the date of such assignment to guarantee all payment and performance obligations of the assignee
hereunder. Any assignment by a party of rights under this Agreement that does not conform strictly with the provisions of thisSection 12.4shall
be null and void and shall not vest in any assignee any rights as against a non-assigning party.

12.5BINDING EFFECT. The provisions of this Agreement shall bind and inure to the benefit of the parties and
their respective successors and permitted assigns.

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12.6PARTIES IN INTEREST. Nothing in this Agreement, expressed or implied, is intended to confer on any Person
other than the parties to this Agreement, any right or remedy under or by reason of this Agreement.

12.7NOTICES. Any notice or communication required or permitted by this Agreement shall be deemed sufficiently
given if in writing and, if delivered personally, when it is delivered or, if delivered in another manner, the earlier of when it is actually received by the Person to which it is directed, or when
the period set forth below expires (whether or not it is actually received):



12.8COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an
original, but all of which together will constitute a single agreement.

12.9AMENDMENT AND WAIVER. This Agreement may not be amended except by an instrument in writing signed on
behalf of all parties. At any time before the Closing: (i) Buyer may extend the time for the performance of any of the obligations or other acts of Sellers or waive compliance with any of the
agreements of Sellers or with any conditions to its own obligations; (ii) Sellers may extend the time for the performance of any of the obligations or other acts of Buyer or waive compliance
with any of the agreements of Buyer or with any conditions to Sellers' obligations.

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Any
agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. No waiver of any provision of this
Agreement shall be deemed or shall constitute a waiver of any other provisions (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided, nor
shall any forbearance by a party to seek a remedy for noncompliance or breach by another party be construed as a waiver of any right or remedy with respect to such noncompliance or breach.

12.10SEVERABLE PROVISIONS. If any provision of this Agreement is determined to be illegal or otherwise
unenforceable, in whole or in part, the remaining provisions, and any partially enforceable provisions to the extent enforceable, shall nevertheless be binding and enforceable.

12.11RULES OF CONSTRUCTION. This Agreement has been negotiated by the parties and is to be interpreted
according to its fair meaning as if the parties had prepared it together and not strictly for or against any party. References in this Agreement to Sections and Schedules are to Sections and Schedules
of this Agreement unless expressly indicated otherwise. At each place in this Agreement where the context so requires, the masculine, feminine or neuter gender includes the others and the singular or
plural number includes the other. "Including" means "including without limitation."

12.12EXCLUSIVE CONSENT TO JURISDICTION. Each of the parties hereto: (i) consents to submit itself to
the exclusive personal jurisdiction of the state and federal courts of the State of Delaware with respect to any and all disputes arising out of: (A) this Agreement, including the validity
construction and interpretation hereof and thereof and the rights and remedies of the parties hereunder and thereunder; (B) any of the transactions contemplated by this Agreement; and
(C) any matters related to but not covered hereby, in each case to the extent such court would have subject matter jurisdiction with respect to such dispute; (ii) agrees that it will not
attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court; (iii) agrees that any suit, action or other legal proceeding arising out
of this Agreement shall be brought in any court of general jurisdiction in the County of New Castle, Delaware; (iv) consents to the jurisdiction of any such court; (v) waives objection
which such party shall have to the laying of venue of any such suit, action or proceeding in any such court (vi) agrees that service of process in any such suit, action or proceeding may be
effected by notice by any of the means provided inSection 12.7; and (vii) agrees that nothing herein shall affect the right to effect
service of process in any other manner permitted by law.

12.13WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH PARTY
HEREBY WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM WITH RESPECT TO ANY ISSUE, CLAIM, DEMAND, ACTION OR CAUSE
OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER SOUNDING IN TORT OR CONTRACT OR OTHERWISE.

[SIGNATURE
PAGE FOLLOWING]

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IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first written above.

|BUYER:   |  | MEDICOR LTD.,
a Delaware corporation         
|-------- |  | ---------------------------------------------
|         |  | By:                                          
|         |  |                                              
|         |  |                                              
|SELLERS: |  | GRAECO2, LIMITED,
a Texas limited partnership
|         |  | By:                                          
|         |  |                                              
|         |  |                                              
|         |  | AAB CORPORATION,
a Minnesota corporation     
|         |  | By:                                          
|         |  |                                              
|         |  |                                              

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SCHEDULE 2.2(a)SECURITIES OWNED BY SELLERS

|Seller's Name     |  | Common Stock
Owned by Each Seller |  | Number of Shares
of Buyer's Stock
|----------------- |  | --------------------------------- |  | ---------------------------------
|GRAECO2, LIMITED. |  | 1                                 |  | 300,000                          
|AAB CORPORATION   |  | 1                                 |  | 300,000                          

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SCHEDULE 3.5THIRD PARTY CONSENTS OR APPROVALS

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SCHEDULE 3.9INTELLECTUAL PROPERTY

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SCHEDULE 3.13PERMITS

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SCHEDULE 3.17INSURANCE

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EXHIBIT A

FORM REPRESENTATION LETTER

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Exhibit A

March 18,
2003

MediCor Ltd.
4560 S. Decatur Blvd., Suite 300
Las Vegas, NV 89103
Attention: Donald K. McGhan



Ladies
and Gentlemen:

Pursuant
to this letter, the undersigned desires to represent and warrant to MediCor Ltd., a Delaware corporation ("Buyer") that I
and each of the Sellers (as defined below) have assigned all of our rights, title and interest in and to all research, technology, inventions, patents, trademarks, service marks, trade names,
copyrights, trade secrets, information, proprietary rights and processes, and other intellectual property (collectively, "Intellectual Property")
related to the development and manufacture of medical device technologies, materials, processes or products, created, invented, developed, owned, licensed or otherwise controlled by us or any person
or entity employed by, affiliated with or owned by us, to Intellectual Property International Inc., a Delaware corporation (the "Company"). The
Company has all of the Intellectual Property owned, licensed, developed or otherwise controlled by us which is necessary for, related to, or competitive with the business of Sellers, Kingsley (as
defined in the Agreement), or the Company. The undersigned also hereby makes in favor of Buyer the representations and warranties of Sellers set forth in Section 3.9of the Agreement as if set
forth in full herein.

I
acknowledge that the delivery of this letter is a material inducement for Buyer to enter into that certain Securities Purchase Agreement (the
"Agreement"), dated as of March 18, 2003, by and among Buyer and Graeco2, Limited, a Texas limited partnership, and AAB Corporation, a Minnesota
corporation (collectively, "Sellers"), pursuant to which Buyer will acquire all of the outstanding equity securities of the Company from Sellers.

I
further represent and warrant that all of my representations and warranties set forth in this letter are true and correct in all material respects as of the date of this letter.



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