**Exhibit4.3**

 

**THE SECURITESREPRESENTED HEREBY, INCLUDING SECURITIES ISSUABLE UPON CONVERSION OF THISDEBENTURE, 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 SECURITIES CANNOT BE SOLD OR TRANSFERRED WITHOUT SUCHREGISTRATION OR QUALIFICATION UNLESS AN EXEMPTION FROM SUCH REGISTRATION ORQUALIFICATION IS THEN AVAILABLE.**

** **

**MEDICOR LTD.**

**FORM OF AMENDMENT TO CONVERTIBLEDEBENTURE**

 

**WHEREAS**, the                                                         (hereinafter, the “Holder”) and **International Integrated Incorporated**(hereinafter, “III”) are parties to aConvertible Debenture(#            ) andConvertible Debenture Loan Agreement dated as of                        ,2002 (collectively, the “Debenture”);

 

**WHEREAS,** the Holder has agreed to extend theMaturity Date as defined in the Debenture to                        ,2004; and

 

**WHEREAS,** the Holder and III wish to modify certain otheraspects of the Debenture.

 

**NOW,THEREFORE,** inconsideration of the premises and of the mutual promises and representationshereinafter contained, it is agreed as follows:

 

1.                                       The Debenture is assigned from III to its successor,MediCor Ltd., a Delaware corporation (“MediCor”), effective as of                        ,2003, with MediCor assuming all obligations of III under the Debenture.

 

2.                                       The MaturityDate as defined in the Debenture is hereby designated as                         , 2004.

 

3.                                       The DebentureShares as defined in the Debenture are hereby changed to be shares of MediCorcommon stock.

 

4.                                       The ConversionPrice as defined in the Debenture is hereby changed to be the greater of: a)Five Dollars ($5.00) per share divided by 1.24268 (the “Multiplier”); or b) Seventy-FivePercent (75%) of the daily weighted average trading price per share of theCompany’s Common Stock over a period of Twenty (20) trading days prior to theConversion Date as noticed to the Company in writing by the Holder not lessthan ten (10) business days prior to the Conversion Date divided by theMultiplier. The Holder hereby agrees that commencing thirty (30) trading daysprior to the Conversion Date as defined in the Debenture and ending on theConversion Date, Holder and any representative under Holder’s direction, willrefrain from any direct or indirect trading in the Company’s Common Stock,including trading of any options or derivative

 

1

----

 

securitiesand lending of any Common Stock or related derivative securities, in order thatthe Conversion Price not be influenced in any way by the Holder.

 

5.                                       Commencing upon                       , 2003, theinterest rate of the Debenture shall be Ten Percent (10%) per annum payable tothe Holder in advance within Ten (10) business days of the receipt by MediCorof this Amendment executed by the Holder.

 

6.                                       The Companyagrees to make and keep public information regarding the Company available asthose terms are understood and defined in Rule 144 promulgated under the Act (“*Rule 144”*),at all times from and after ninety (90) days following the date of theCompany’s initial public offering or the Company’s Common Stock becomingpublicly traded, and to file with the SEC in a timely manner all reports and otherdocuments required of the Company under the Act and the Securities Exchange Actof 1934 (the “*1934 Act”*), at any time after it has become subject to suchreporting requirements. The Company shall at all times reserve and keepavailable out of its authorized but unissued shares of Common Stock, for thepurpose of complying with the terms of Section 1 of this Agreement, suchnumber of its duly authorized shares of Common Stock as shall be sufficient toissue the Debenture Shares to the Holder pursuant to, and in accordance with,the terms of Section 1 hereof.  Ifat any time the number of authorized but unissued shares of Common Stock shallnot be sufficient for the Company to issue additional shares of Common Stock tothe Holder pursuant to, and in accordance with, the terms of Section 1hereof, the Company will forthwith take such corporate action as may benecessary to increase its authorized but unissued shares of Common Stock tosuch number of shares as shall be sufficient for such purposes.

 

7.                                       Nothing in thisAgreement shall in any way prohibit the Company from merging with orconsolidating into another corporation, or from selling or transferring all orsubstantially all of its assets, or from distributing all or substantially allof its assets to its stockholders in liquidation, or from dissolving andterminating its corporate existence, and, in any such event (other than amerger in which the Company is the surviving corporation and under the terms ofwhich the shares of Common Stock outstanding immediately prior to the mergerremain outstanding and unchanged), Holder shall have the right exercisable notless than ten (10) business days prior to the completion of such merger,consolidation, sale or transfer of assets, liquidation or dissolution, to electto: (a) have the outstanding principal amount of the Convertible Debenturerepaid to Holder; or (b) have the entire outstanding principal amount of theConvertible Debenture converted into the Debenture Shares at the ConversionPrice defined in Paragraph 4 hereof. To the extent that Holder’s right toconvert the Convertible Debenture into the Debenture Shares is acceleratedunder this Paragraph 7, the conversion or payment of the entire outstandingprincipal amount of the Convertible Debenture shall be contingent upon theconsummation of such merger, consolidation, sale or transfer of assets,liquidation or dissolution.

 

8.                                       In all otherrespects, the Debenture is hereby ratified, confirmed and approved in itsentirety.

 

**Signatureson next page**

 

2

----

 

**INWITNESS WHEREOF**the parties have set their signatures to this Amendment to ConvertibleDebenture to be effective as of the date first written above.

 

“Holder”

 

 
| By:                 |   |   |   |   |
|---------------------|--------|--------|--------|--------|
|                |
| Titles:             |   |   |   |   |
|                |
|                |
| “MediCor” |
| MEDICOR LTD.        |
|                |
|                |
| By:                 |   |   |
|                |
| Its:                |   |   |
|                     |        |        |        |        |  |  |

 

3

----