EXHIBIT 4.5  AMENDMENT
NO. 2 TO AMENDED AND RESTATED RIGHTS AGREEMENT  This Amendement No. 2, dated as of April 1,
2002 (this Amendment), amends the Amended and Restated Rights Agreement,
dated as of November 16, 1999 (the Original Rights Agreement), entered into
by and between Inamed Corporation (the Company) and U.S. Stock Transfer
Corporation, as Rights Agent (the "Rights Agent), as amended by Amendment
No. 1 to Amended and Restated Rights Agreement, dated as of December 22, 1999
(Amendment No. 1, together with the Original Rights Agreement, the Rights
Agreement).  Terms which are
capitalized but not defined herein and which are defined in the Rights
Agreement shall have the meanings ascribed to them in the Rights Agreement.  WHEREAS,
the Board of Directors of the Company (the Board) has deemed it desirable and
in the best interests of the Company and its stockholders that certain
provisions of the Rights  Agreement be
amended in the manner set forth herein; and  WHEREAS,
Section 27 of the Rights Agreement permits the Rights Agreement to be amended
in the manner set forth herein without the consent of the holders of the Rights
(except that the consent of Appaloosa Management L.P. is required with respect
to the amendment of provision (iv) and provision (v) of Section 1 (a) of the
Rights Agreement).  NOW,
THEREFORE, the Rights Agreement is hereby amended as follows:  1.Section 1 (a)
is hereby amended by deleting Section 1 (a) in its entirety and substituting
the following therefor:  (a)           Acquiring Person shall mean any
Person (as such term is hereinafter defined) who or which, together with all
Affiliates and Associates (as such terms are hereinafter defined) of such
Person, after June 2, 1997, shall become the Beneficial Owner (as such term is
hereainafter defined) of 15% or more of the Common Shares of the Company then
outstanding, but shall not include the Company, any Subsidiary (as such term is
hereinafter defined) of the Company, any employee benefit plan of the Company
or of any Subsidiary of the Company, or any entity holding Common Shares of the
Company for or pursuant to the terms of any such plan.  Notwithstanding anything in this Agreement
that might otherwise be deemed to the contrary: (i) no Person shall become an
Acquiring Person as the result of an acquisition of Common Shares of the
Company by the Company which, by reducing the number of shares outstanding,
increases the proportionate number of shares beneficially owned by such Person
to 15% or more of the Common Shares of Company then outstanding, provided,
however, that if a Person shall become the Beneficial Owner of 15% or more of
the Common Shares of the Company then outstanding by reason of share purchases
by the Company and shall, after such share purchases by the Company, become the
Beneficial Owner of any additional Common Shares of the Company, then such
Person shall be deemed to be an Acquiring Person; (ii) if the Board of
Directors of the Company determines in good faith that a Person who would
otherwise be an Acquiring Person has become such inadvertently, and such Person
divest as promptly as practicable a sufficient number of Common Shares so that
such Person would no longer be an Acquiring Person, then such Person shall not
be  1 
   deemed to be an Acquiring Person for any purposes of this Agreement;
and (iii) Appaloosa Management L.P., together with its Affiliates and
Associates (collectively, Appaloosa), shall not be deemed an Acquiring Person
for any purpose of this Agreement with respect to its beneficial ownership of
15% or more of the outstanding Common Shares of the Company so long as
Appaloosa does not become the Beneficial Owner of Shares of the Company in an
amount in excess of the Appaloosa Threshold (as defined below).  For purposes of this Agreement, the
Appaloosa Threshold as at any date shall mean an amount equal to the sum of (A)
all Common Shares of the Company beneficially by owned by Appaloosa as of March
1, 1999 (the Grandfather Date), including any Common Shares of the Company
which may be deemed to be beneficially owned by Appaloosa through Warrants or
other similar rights held by Appaloosa as of the Grandfather Date, plus (B) an
additional 875,000 Common Shares of the Company (adjusted for stock splits,
stock dividends and other similar transactions) of which Appaloosa may acquire
beneficial ownership after the Grandfather Date, plus (C) all Common Shares of
the Company in which Appaloosa may acquire beneficial ownership after the
Grandfather Date through the exercise of any preemptive or similar rights held
by Appaloosa.  The provision of the
clause (iii) above shall not apply to (x) any third party transferees not
Affiliated with Appaloosa, or (y) any Common Shares of the Company in which
Appaloosa may acquire Beneficial Ownership after the Grandfather Date other
than as described under (B) or (C) of the preceeding sentence.  2.             Section 1(b) hereby amended by deleting Section 1(b) in
its entirety and substituting the following therefor:  (b)           Affiliate and Association shall have
the respective meanings ascribed to such terms in Rule 12b-2 of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended
(the Exchange Act), as in effect on the date of this Agreement, except that,
notwithstanding the definition of Associate set forth in Rule 12b-2 of the
Exchange Act, a corporation or organization shall not be deemed to be an
Associate of a Person solely by reason of such Person being, directly or
indirectly, the Beneficial Owner of 35% of any class of equity securities of
such corporation or organization unless such Person is also an officer,
director or partner of such corporation or organization.  3.             Section 27 is hereby amended by deleting Section 27 in
its entirety and substituting the following therefor:  Section 27. SUPPLEMENTS AND
AMENDMENTS.  The Company may (the Rights
Agent shall at the direction of the Company) from time to time supplement or
amend this Agreement without the approval of any holders of Right Certificates
in order to cure any ambiguity, to correct or supplement any provision
contained herein which may be defective or inconsistent with any other
provisions herein, or to make any provisions with respect to the Rights which
the Company may deem necessary or desirable, any such supplement or amendment
to be evidenced by a writing signed by the Company and the Rights Agent;
provided, however, that from and after such time as any Person becomes an
Acquiring Person, this Agreement shall not be amended to supplemented in any
manner which would adversely affect the interests of the holders of Rights
(other than Acquiring Person or Affiliate or   2 
    Associate of
an Acquiring Person).  Upon delivery of
a certificate from an appropriate officer of the Company which states that the
proposed supplement or amendment is in compliance with the terms of this
Section 27, the Rights Agent shall execute such supplement or amendment.  Notwithstanding the foregoing, the Company shall
not amend, modify, supplement or replace provision (iii) of Section 1(a) or
otherwise amend, modify or supplement any other provision of this Agreement
which adversely affects the rights and benefits of Appaloosa under such
provision, in any such case without the prior written consent of Appaloosa, it
is understood and agreed that Appaloosa is a third party beneficiary to this
Rights Agreement and may enforce the provisions of this Section as if it were a
party to the Rights Agreement.  3.             This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.  [signature page follows]   3 
   IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be executed as of the day and year first above
written.  INAMED
  CORPORTIONBy:Name: Nicholas E. TetiTitle:   Chief Executive OfficerU.S.
  STOCK TRANSFER CORPORATIONBy:Name: Richard C. BrownTitle:   Vice President   4