8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                                    FORM 8-K

                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported) September 7, 2004

                        INMEDICA DEVELOPMENT CORPORATION
       ------------------------------------------------------------------
               (Exact name of registrant as specified in charter)



        Utah                          0-12968                    87-0397815
- --------------------------------------------------------------------------------
   (State or other juris-           (Commission                (IRS Employer
  diction of incorporation)          File Number)            Identification No.)


                           825 N. 300 West, Suite N132
                           Salt Lake City, Utah 84103
                    (Address of principal executive offices)

        Registrant's telephone number, including area code: (801)521-9300
                                                            -------------





ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS
- ---------------------------------------------

                  Effective September 7, 2004, InMedica Development  Corporation
("InMedica")  and its subsidiary,  MicroCor,  Inc.  ("MicroCor")  entered into a
Joint  Development  Agreement  pursuant to which  Wescor,  Inc.,  a Utah medical
technology company ("Wescor") purchased 15% of the issued and outstanding common
stock of MicroCor on a pro-rata  basis from InMedica and from Chi Lin Technology
Co, Ltd of Tainan,  Taiwan, ("Chi Lin") for $375,000.  Prior to the consummation
of the transaction  InMedica held 80% of the issued and outstanding common stock
of MicroCor and Chi Lin owned 20%.  Following the  transaction,  InMedica  holds
68%, Chi Lin holds 17% and Wescor holds 15% of the issued and outstanding  stock
of MicroCor.  The purchase  monies will be paid $300,000 to InMedica and $75,000
to Chi Lin,  payable  in  installments  over 18 months.  Twenty  percent of each
payment made to InMedica will be applied to outstanding debt owing from InMedica
to Wescor in the present  amount of   $114,969.93.   MicroCor  has also  granted
certain royalty and revenue royalty rights to InMedica and Chi Lin.

              MicroCor is the principal  asset of InMedica and  presently  holds
four  patents  on  InMedica's  non-invasive  hematocrit  technology  as  well as
confidential technical information regarding the technology.  In connection with
the  transaction,  InMedica  transferred  all of its  additional  rights  in the
non-invasive  hematocrit technology to MicroCor and Chi Lin licensed to MicroCor
all rights relating to the non-invasive  technology  owned by Chi Lin.  Further,
Wescor assumed the  responsibility  to manage the day to day affairs of MicroCor
and to continue  the  development  of the  non-invasive  hematocrit  technology.
Wescor may earn  additional  shares of  MicroCor  stock (up to a total of 49% of
MicroCor) in three phases as follows: (Phase1) completion of a working prototype
capable of meeting FDA GMP requirements, (Phase 2) completion of clinical trials
for  obtaining  the FDA's  clearance  to market  such  products  and,  (Phase 3)
manufacturing  and  initial  introduction  into the US market of such  products.
Further,  Wescor  has also been  granted  an option to  purchase  all  remaining
MicroCor stock owned by InMedica and Chi Lin upon successful completion of Phase
2 and again upon  successful  completion of Phase 3, as well as a right of first
refusal in the event of a bona fide outside offer to acquire MicroCor.

              Wescor, a private  corporation with  headquarters in Logan,  Utah,
has  been  developing,   manufacturing,   and  marketing  medical   instruments,
appliances,  and related products for the diagnostic  laboratory market for more
than three decades.  Wescor's  Biomedical  Products  Division has  established a
reputation  for quality  products as well as quality  technical  support for its
products. Wescor is a leader in the laboratory diagnosis of cystic fibrosis with
its Macroduct(R) and Nanoduct(R) Sweat Testing Systems.  The Aerospray(R) family
of  automatic  slide  stainer-cytocentrifuges  of  Wescor  are  widely  used  in
hematology and  microbiology  laboratories,  providing the newest  technology in
microscope slide staining as well as cytocentrifugation. Wescor is also a leader
in osmometry  with its Vapro(R) Vapor Pressure  Osmometer.  The Wescor  Membrane
Osmometer makes a direct  measurement of Colloid Osmotic Pressure in whole blood
or serum.

                                       2



              Chi Lin is a principal  shareholder  of InMedica and has the right
to nominate two  directors to serve on InMedica's  board of directors.  Further,
all inter-company  obligations  between InMedica and MicroCor will be eliminated
in connection with the  transaction as follows:  InMedica will assume $54,912 of
accrued  liabilities of MicroCor and MicroCor will forgive  $489,869.85 of loans
owed by InMedica to MicroCor.  The MicroCor  shares issued to Wescor were valued
by  MicroCor's  board of directors  based upon arms length  negotiations  of the
parties and considering  InMedica's need for additional  funding and development
capability.  The transaction is subject to shareholder  approval by the InMedica
shareholders,  however Chi Lin,  Larry E.  Clark,  Richard  Bruggeman  and Ralph
Henson (who collectively own more than 50% of the outstanding stock of InMedica)
have each agreed to vote their shares in favor of the transaction as a condition
of the agreement.  During the term of the Joint Development Agreement,  InMedica
will  continue to appoint  three of five  members of the board of  directors  of
MicroCor  and Chi Lin and Wescor  will each be  entitled  to  appoint  one board
member.

            Financial  statements  required  by this  report  will be  filed  by
amendment within 60 days.


ITEM 7.  EXHIBITS.
         --------

Exhibit (10)      The Joint Development  Agreement of InMedica  Development
                  Corporation,  Chi Lin Technology Co. Ltd,  MicroCor,  Inc. and
                  Wescor Inc. effective September 7, 2004

Exhibit (99)      Press Release of September 8, 2004  announcing  the Joint
                  Development Agreement

Exhibit (99)      Articles of Incorporation of MicroCor, Inc.

Exhibit (99)      Bylaws of MicroCor, Inc.











                                       3








                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this Report to be signed on its behalf by the
undersigned hereunto duly authorized.

                        INMEDICA DEVELOPMENT CORPORATION
                                  (Registrant)

DATED: September 13, 2004           By:   /s/ Ralph Henson
                                          Ralph Henson, President







                                       4





                                  EXHIBIT INDEX
                        INMEDICA DEVELOPMENT CORPORATION
                                FORM 8-K EXHIBITS

Exhibit (10)      The Joint Development  Agreement of InMedica  Development
                  Corporation,  Chi Lin Technology Co. Ltd,  MicroCor,  Inc. and
                  Wescor Inc. effective September 7, 2004

Exhibit (99)      Press Release of September 8, 2004  announcing  the Joint
                  Development Agreement

Exhibit (99)      Articles of Incorporation of MicroCor, Inc.

Exhibit (99)      Bylaws of MicroCor, Inc.







                                       5

EX-10

                           JOINT DEVELOPMENT AGREEMENT

         This  JOINT  DEVELOPMENT   AGREEMENT   ("Agreement")  is  entered  into
effective as of the "Effective Date" (as defined below), by and between INMEDICA
DEVELOPMENT  CORPORATION,  a Utah corporation  ("InMedica"),  CHI LIN TECHNOLOGY
CO.,  LTD.  (formerly  known  as Chi  Lin  Plastics  Industrial  Co.,  Ltd.),  a
corporation  duly organized and existing under the laws of the Republic of China
("Chi Lin"), MICROCOR, INC., a Utah corporation ("MicroCor"), and WESCOR INC., a
Utah corporation ("Wescor"). The "Effective Date" shall be the date on which the
last of the  above-named  parties  executes  this  Agreement as evidenced by the
dates set forth on the signature page hereof.

                                    RECITALS

         InMedica  is a  medical  products  research  and  development  company.
Through  its  subsidiary,  MicroCor,  it has  developed  a method for  measuring
hematocrit  non-invasively  (without  drawing  blood)  and has  applied  for and
received  four (4) patents  from the U.S.  Patent and  Trademark  Office.  As of
December 12, 1995,  MicroCor's  application  for a patent  entitled  "Method and
Apparatus for  Non-Invasively  Determining  Hematocrit"  was allowed by the U.S.
Patent and Trademark Office,  and such patent issued on June 18, 1996, as Patent
No.  5,526,808 with a term of 17 years and an expiration  date of June 18, 2013.
MicroCor has been issued three additional patents, Patent No. 5,642,734,  Patent
No.  6,128,518  and Patent No.  6,766,191,  each of which claims  priority  from
October 4, 1990, the date of the first patent's filing, and each of which has an
expiration date of October 4, 2010.

         Pursuant to a Development,  Licensing and Manufacturing Agreement dated
May 10, 2001 (the "2001  Agreement"),  Chi Lin and InMedica  pursued  additional
development  on  the  non-invasive   hematocrit  technology.   The  methods  and
procedures to measure hematocrit  non-invasively,  including without limitation,
the patents and technologies incorporated in the patents and patent applications
described above and the development work pursued by Chi Lin and/or InMedica, are
collectively referred to herein as the "Hematocrit Technology."

         InMedica  is  a  publicly  traded  corporation.  Chi  Lin  is  a  major
shareholder of InMedica,  owning one-third of the issued and outstanding  shares
of  InMedica's  common  stock.  MicroCor is a privately  held  corporation  with
5,000,000  shares of common stock (the "MicroCor  Stock")  authorized  under its
Articles  of  Incorporation  and no other  class or series of stock  authorized.
InMedica  and Chi  Lin  own all of the  issued  and  outstanding  shares  of the
MicroCor Stock (147,101  shares),  with InMedica owning 117,681 shares (80%) and
Chi Lin owning 29,420 shares (20%). In order to facilitate  further  development
of the Hematocrit  Technology described in this Agreement,  InMedica and Chi Lin
propose to  transfer,  assign,  or license  their  respective  interests  in the
Hematocrit Technology to MicroCor.

         Wescor  employs or has access to  researchers  and engineers to develop
medical devices,  equipment and products based on the Hematocrit Technology (the
"Products"),  and to conduct  clinical  trials of such products with the results
thereof to be submitted to the U.S. Food and Drug  Administration (the "FDA") to
obtain  clearance for marketing in the United  States.  It has the financial and
managerial  assets  and  experience  to be capable of  managing  the  process of
developing and manufacturing the Products.

         The  parties  desire to enter  into this  Agreement  with the intent of
accomplishing  the following  purposes (as more fully described  below):  (1) to
transfer to MicroCor all rights relating to the Hematocrit  Technology now owned
by InMedica;  (2) to license to MicroCor all rights  relating to the  Hematocrit
Technology  now  owned by Chi Lin;  (3) to  provide  for the sale to Wescor of a
portion of the shares of the  MicroCor  Stock owned by InMedica and Chi Lin; (4)
to assign  to Wescor  the  rights  and  duties of  managing  the  operations  of
MicroCor; (5) to assign to Wescor the rights and duties to continue, or to cause
MicroCor to  continue,  the  development  of the  Hematocrit  Technology  and to
thereby  earn  additional  shares of the  MicroCor  Stock in phases upon (a) the
completion  of a working  prototype  of the  Products  capable  of  meeting  FDA
requirements,   (b)  the  completion  of  clinical  trials  for  such  Products,
submission of the results  thereof to the FDA, and obtaining the FDA's clearance
to market such Products, and (c) manufacturing and initial introduction into the
U.S.  market of such  Products;  (6) to provide for the granting of an option to
Wescor  to  purchase  the  MicroCor  Stock  held by  InMedica  and Chi Lin  upon
completion  of the  final two  phases  (described  in (b) and (c)  above) of the
development of the Products; (7) to provide for the granting of a right of first
refusal to Wescor in the event MicroCor or its shareholders  receive a bona fide



offer to acquire MicroCor or its assets; and (8) to provide for an option on the
part of InMedica and Chi Lin to purchase  Wescor's  MicroCor  Stock in the event
the exercise of the option  granted to Wescor is deemed to be at a price that is
too low.

                                    AGREEMENT

         In  consideration  of the  foregoing  recitals,  the  mutual  covenants
described  herein and other good and  valuable  consideration,  the  receipt and
sufficiency  of which are hereby  acknowledged,  the  parties,  intending  to be
legally bound, hereby agree as follows:

         1. Ownership and Licensing of Hematocrit Technology.

                  1.1  Transfer  of  Hematocrit   Technology.   InMedica  hereby
         transfers,  assigns and conveys to MicroCor all of its right, title and
         interest  in  and to  the  Hematocrit  Technology  and  any  derivative
         thereof,   including,   without   limitation,   ownership,   licensing,
         marketing,  sales, distribution and manufacturing rights. The foregoing
         transfer, assignment and conveyance is intended by the parties to cover
         all of the rights,  title and  interests of InMedica in the  Hematocrit
         Technology and any derivative  thereof,  whether such rights,  title or
         interests are held jointly or separately by InMedica,  and whether such
         rights, title or interests are in and to a part or whole of any element
         of the Hematocrit  Technology.  The obligation of InMedica to transfer,
         assign and convey as described in this Section 1.1 shall  include,  but
         not be limited  to, the  obligation  to cause any  agents,  independent
         contractors and research partners (including Medical Physics, Inc., and
         Billings & Associates)  to transfer,  assign and convey to MicroCor any
         such  rights  in  the  Hematocrit   Technology,   including  rights  to
         government grants. The parties acknowledge and agree that no royalty or
         other  compensation  is due or payable  to  InMedica  arising  from the
         Hematocrit  Technology or any Product  developed  therefrom,  except as
         expressly  set  forth  herein in  Section  6.  Upon  execution  of this
         Agreement,  InMedica acknowledges and agrees that the 2001 Agreement is
         hereby  superceded  and  terminated  and  that all  obligations  of the
         parties thereunder have been performed, waived, fulfilled, or otherwise
         relieved.

                  1.2 License of Hematocrit Technology. Chi Lin hereby grants to
         MicroCor,   its  successors  and  assigns,  an  exclusive,   worldwide,
         royalty-free right and license (the "Chi Lin License") in and to all of
         its right,  title and interest in and to the Hematocrit  Technology and
         any derivative  thereof,  to make, have made, use, sell, offer to sell,
         and import  Products and to practice  methods covered by or included in
         the Hematocrit Technology for the life of any protectable rights in the
         Hematocrit  Technology.  MicroCor  shall have the right to  sublicense,
         assign or transfer  the Chi Lin License to third  parties.  The Chi Lin
         License is intended  by the parties to cover all of the rights,  title,
         and  interests  of  Chi  Lin  in  the  Hematocrit  Technology  and  any
         derivative thereof,  whether such rights,  title, or interests are held
         jointly or  separately by Chi Lin, and whether such rights,  title,  or
         interests  are in  and  to a  part  or  whole  of  any  element  of the
         Hematocrit  Technology.  Chi Lin agrees  that it shall take all actions
         reasonably necessary to maintain the rights included within the Chi Lin
         License and to diligently and vigorously defend and protect such rights
         from infringement,  improper use, depreciation,  or other loss of right
         due to the acts of third  parties or the public in general,  including,
         without limitation,  pursuing  appropriate patents and other applicable
         protections;  provided,  however,  that  any  and  all  reasonable  and
         appropriate  costs and expenses  incurred in the defense and protection
         of such rights, including but not limited to legal fees, shall be borne
         by MicroCor if Chi Lin obtains  MicroCor's prior written consent before
         incurring  any such  costs and  expenses,  which  consent  shall not be
         unreasonably  withheld  in view  of the  cost  involved  and in view of
         MicroCor's products, business and marketing practices, and business and
         marketing  plans.   Notwithstanding  the  foregoing,  Chi  Lin  has  no
         obligations  to take any action to protect or defend any right included
         within the Chi Lin  License if  MicroCor  does not  consent to bear the
         costs and expenses to be incurred in such defense and  protection.  Chi
         Lin further  agrees that it shall take no action,  with  respect to the
         rights included within the Chi Lin License,  that would have the effect
         of negatively impacting the right of MicroCor to use exclusively,  such
         rights.  In the event Chi Lin or MicroCor learns of any event,  any act
         of a third party, or any action or proceeding,  whether such event, act
         or action has occurred,  been  commenced or is being  threatened,  that
         would negatively  impact the rights included within the Chi Lin License
         (a  "Negative  Action"),  then such party  shall  give the other  party
         written  notice  of such  Negative  Action.  Chi Lin  agrees  to retain
         counsel  acceptable  to  MicroCor,   at  MicroCor's  expense  and  with
         MicroCor's prior written consent,  to take all reasonable and necessary
         steps to protect or defend  against such  Negative  Action.  If Chi Lin

                                       2


         fails to retain  counsel  or to take  other  reasonable  and  necessary
         protective  and  defensive   actions  within  five  (5)  business  days
         following  the  date  MicroCor  delivers  written  notice  to  Chi  Lin
         requesting  such  actions,  MicroCor  shall have the right,  at its own
         expense,  to take such actions in the name of Chi Lin or in  MicroCor's
         own  name,  as may  be  appropriate.  Nothing  herein  shall  authorize
         MicroCor  to settle such  Negative  Actions  without the prior  written
         consent of Chi Lin, if by any such  settlement  Chi Lin is obligated to
         make any monetary payment, to assume any other obligation, to part with
         any property or any interest therein,  to be subject to any injunction,
         or to grant  any  license  or any  right  included  within  the Chi Lin
         License.  Notwithstanding the foregoing,  Chi Lin has no obligations to
         take any action to protect or defend  against  any  Negative  Action if
         MicroCor does not consent to bear the costs and expenses to be incurred
         in such defense and  protection,  nor does Chi Lin have any obligations
         to take any  action to defend  against  any  action,  threat,  claim or
         proceeding  alleging  that the Products  have  infringed  any patent or
         other intellectual  property right of any third party due to any causes
         other  than  the  rights  included  within  the  Chi Lin  License.  The
         obligation of Chi Lin to license the rights included within the Chi Lin
         License shall  include,  but not be limited to, the obligation to cause
         any agents,  independent contractors,  and research partners (including
         Medical Physics,  Inc., and Billings & Associates) to similarly license
         to MicroCor any such rights. The parties acknowledge and agree that the
         rights included within the Chi Lin License do not include any rights in
         new  developments,  discoveries or other  intellectual  property rights
         developed or  discovered as a result of future work done by MicroCor or
         Chi Lin, their agents,  independent contractors,  and research partners
         after the execution of this Agreement pursuant to any government grants
         concerning the Hematocrit  Technology,  and that all such developments,
         discoveries and intellectual property rights shall be the sole property
         of MicroCor.  The rights included  within the Chi Lin License  include,
         without  limitation,  any rights  still  remaining  under any  licenses
         granted  to it under  the 2001  Agreement  to sell and  distribute  the
         Products  in  "Asia,"  as  defined  in  Section   6.2.4.   The  parties
         acknowledge  and agree that no royalty or other  compensation is due or
         payable  to Chi Lin  arising  from  the  Hematocrit  Technology  or any
         Product  developed  therefrom,  except as expressly set forth herein in
         Section 6. Upon execution of this Agreement,  Chi Lin  acknowledges and
         agrees that the 2001 Agreement is hereby  superceded and terminated and
         that all  obligations of the parties  thereunder  have been  performed,
         waived, fulfilled, or otherwise relieved.

         2. MicroCor  Finances and Capital  Structure.  InMedica  shall take all
reasonable  action, or cause MicroCor to take all reasonable  action, as soon as
is reasonably  practicable before or upon the execution of this Agreement to (i)
terminate any agreements,  resolve any disputes, pay any liabilities and perform
any  obligations of MicroCor  existing as of the time  immediately  prior to the
effectiveness  of this  Agreement  such that,  after the  transfer  described in
Section 1,  MicroCor's  only  assets  and  liabilities  shall be the  Hematocrit
Technology and the related rights and duties described in or reasonably  arising
from this  Agreement;  (ii) effect a  restructuring  and split of the issued and
outstanding  shares  of the  MicroCor  Stock  so  that  immediately  after  such
restructuring  and split  the  total  outstanding  shares  of  MicroCor  will be
2,500,000  shares  with  InMedica  owning  2,000,000  shares  and Chi Lin owning
500,000  shares  of the  MicroCor  Stock;  and  (iii)  recall  all  certificates
representing  issued and  outstanding  shares of MicroCor Stock and re-issue new
certificates to the holders of such shares in the new share amounts described in
the  preceding  clause (ii) and include on such new  certificates  a conspicuous
reference to the existence of this  Agreement and the fact that it restricts the
transfer of the shares and affects the management of MicroCor.  All certificates
representing  shares  of the  MicroCor  Stock  issued  during  the  term of this
Agreement  shall  include  a  conspicuous  reference  to the  existence  of this
Agreement  and the fact that it restricts the transfer of the shares and affects
the management of MicroCor.  Chi Lin shall reasonably cooperate with InMedica to
the extent necessary to accomplish the purposes described in this Section.

         3. Stock Restrictions. During the term of this Agreement:

                  3.1. Transfers Prohibited. Without obtaining the prior written
         consent of all parties  hereto,  each of  InMedica,  Chi Lin and Wescor
         shall   be   prohibited   from   transferring,   conveying,   pledging,
         hypothecating or otherwise assigning, and each of InMedica, Chi Lin and
         Wescor  hereby  covenants  and  warrants  that it shall  not  transfer,
         convey, pledge, hypothecate or otherwise assign, any part or all of its
         interest  in any  shares of the  MicroCor  Stock,  whether  now held or
         hereafter  acquired,  to or for the benefit of any party or third party
         except as expressly provided herein. The provisions of this Section are
         subject to the provisions of Section 3.4.

                                       3


                  3.2.  Newly  Authorized  or Issued Stock  Prohibited.  Without
         obtaining the prior  written  consent of all parties  hereto,  MicroCor
         shall be prohibited  from  authorizing or issuing,  and MicroCor hereby
         covenants and warrants that it shall not authorize or issue, any shares
         of  MicroCor  Stock or any  shares of any other  class or series of the
         capital  stock of  MicroCor to or for the benefit of any party or third
         party except as expressly provided herein.

                  3.3.  MicroCor  Board  Composition.  During  the  term of this
         Agreement, regardless of the number of shares of MicroCor Stock held by
         the  parties,  the Board of  Directors  of  MicroCor  shall  consist of
         exactly  five (5)  directors,  three  (3) of whom  shall be  chosen  by
         InMedica, one (1) of whom shall be chosen by Chi Lin, and the remaining
         one (1)  director  shall be chosen  by  Wescor.  InMedica,  Chi Lin and
         Wescor  shall  take  all  necessary  action,  in  their  capacities  as
         shareholders  of MicroCor,  to accomplish  the foregoing  provisions of
         this Section.  Only upon the written  consent of InMedica,  Chi Lin and
         Wescor, may the size or composition of MicroCor's Board of Directors be
         changed during the term of this Agreement.

                  3.4.  Right of First  Refusal.  The provisions of this Section
         3.4 shall apply in the event the parties have received an offer for the
         acquisition  of MicroCor  that  InMedica and Chi Lin have  approved and
         intend to accept (an "Acquisition Offer"). An Acquisition Offer must be
         a bona fide offer from a qualified  third party to (i)  purchase all of
         the outstanding  MicroCor Stock, (ii) purchase all or substantially all
         the assets of MicroCor,  or (iii) merge or otherwise  combine  MicroCor
         with one or more entities upon the consummation of which the holders of
         MicroCor  Stock  immediately  prior thereto would hold less than 50% of
         the  shares of the voting  stock or other  ownership  interests  in the
         surviving  entity.  The  value  equivalent  in the case of a merger  or
         combination or where the  consideration is other than cash as set forth
         in the  Acquisition  Offer  must be  supported  by a  fairness  opinion
         rendered by a recognized business valuation expert. Upon the receipt of
         an  Acquisition  Offer,  InMedica and Chi Lin shall give Wescor written
         notice (the "Acquisition  Offer Notice") thereof and of their intent to
         accept the Acquisition Offer.  InMedica and Chi Lin hereby grant Wescor
         a right of first  refusal (the "First  Refusal  Right") to purchase all
         (but not less than all) of the MicroCor Stock held by both InMedica and
         Chi  Lin.  Any  First  Refusal  Right  shall  exist  from  the date the
         Acquisition  Offer Notice is delivered to Wescor and shall expire sixty
         (60) days thereafter.  To exercise a First Refusal Right, Wescor shall,
         prior to its expiration,  give InMedica and Chi Lin written notice (the
         "Exercise  Notice") of Wescor's  intent to exercise  the First  Refusal
         Right. The terms of such First Refusal Right shall be as follows:

                           3.4.1.   Purchase   Price.   The  purchase  price  of
                  InMedica's  and Chi Lin's  MicroCor  Stock shall be calculated
                  as: (x) the total  number of shares of MicroCor  Stock held by
                  InMedica   and  Chi  Lin  divided  by  the  total   number  of
                  outstanding  shares of MicroCor  Stock,  (y) multiplied by the
                  purchase  price  (or its  value  equivalent  in the  case of a
                  merger or combination or where the consideration is other than
                  cash) set forth in the  Acquisition  Offer,  (z) multiplied by
                  90%.

                           3.4.2.  Purchase  Terms.  Terms  for  payment  of the
                  purchase  price  shall be, at  Wescor's  option,  either:  (i)
                  twenty percent (20%) of the purchase price paid within 60 days
                  following the delivery of the Exercise Notice, and the balance
                  paid  in  equal  monthly  payments  over  twelve  (12)  months
                  (beginning  one month  following the 20%  payment),  with such
                  balance bearing interest at an annual rate of two percent (2%)
                  plus the Prime Rate;  or (ii)  payment  terms that are no less
                  favorable  to InMedica  and Chi Lin than they would be for the
                  acquirer  as set forth in the  Acquisition  Offer.  As used in
                  this  Agreement,  the term "Prime  Rate" shall mean the "prime
                  rate" as  reported  in the  Wall  Street  Journal  on the date
                  closest to the date the installment payments begin.

                           3.4.3. Merger  Alternative.  As an alternative to the
                  payment of the purchase  price,  InMedica,  Chi Lin and Wescor
                  agree to  negotiate  in good  faith to attempt to agree upon a
                  merger of InMedica, MicroCor and Wescor. In such a merger, the
                  value  attributed to MicroCor  shall be the purchase price (or
                  value equivalent) in the Acquisition Offer without reducing by
                  multiplying  by 90% as  described  in  clause  (z) of  Section
                  3.4.1; the respective values attributed to InMedica and Wescor
                  shall be  established  by a  fairness  opinion  rendered  by a
                  recognized  business  valuation expert, as to whom none of the
                  parties has a reasonable objection.

                                       4


                           3.4.4.  Agreement Terminated.  In the event the First
                  Refusal Right is exercised, this Agreement shall be terminated
                  except  for the  royalty  provisions  described  in Section 6,
                  which shall survive.

                  3.5 Disclosure of Potential Acquisition Transactions.  Each of
         InMedica, Chi Lin and Wescor covenant and agree that during the term of
         this  Agreement  if it intends to solicit an offer or if it receives an
         offer  or other  indication  of  interest  from a third  party  that is
         reasonably  likely to  develop  into a serious  offer or  agreement  to
         purchase or acquire a substantial  portion of the assets of MicroCor or
         of the  MicroCor  Stock,  or to  combine  or  merge  with  MicroCor  (a
         "Potential  Acquisition  Transaction"),  then it shall  give the  other
         parties  to this  Agreement  notice  of  such  solicitation,  offer  or
         interest as soon as is reasonably  possible and shall  continue to give
         such  other  parties   notice  of  changes  or   developments   in  the
         negotiations  concerning such Potential Acquisition  Transaction.  Such
         notices  shall  include  details  as to the  terms  of  such  Potential
         Acquisition  Transactions.  The  parties  agree that if a party  hereto
         shall  fail to  give  the  notices  required  under  this  Section  the
         Potential Acquisition Transaction shall not be entered into without the
         written  consent of any party who did not receive the required  notice.
         The parties  acknowledge  that during the term of this  Agreement  each
         party is permitted to solicit offers from and  communicate  interest to
         third parties concerning Potential Acquisition  Transactions,  although
         the consummation of such transactions can only be accomplished pursuant
         to the express  terms set forth in other  sections  of this  Agreement.
         Nothing in this Section shall be  interpreted to give a party any right
         to  enter  into a  transaction  that is  otherwise  prohibited  by this
         Agreement.

         4. Wescor Purchase of MicroCor Stock.

                  4.1. From InMedica. InMedica hereby sells to Wescor and Wescor
         hereby  purchases from InMedica  300,000 shares of MicroCor  Stock.  As
         partial  consideration  for such  purchase  and sale,  Wescor shall pay
         InMedica  $300,000 as follows:  (i) $30,000 upon the  execution of this
         Agreement,  and (ii) 18 monthly payments of $15,000 with the first such
         monthly payment due and payable on the first day of the month following
         the Effective Date and each successive monthly payment due on the first
         day of each successive month until all 18 payments are made.

                  4.2.  From Chi Lin.  Chi Lin hereby sells to Wescor and Wescor
         hereby  purchases  from Chi Lin 75,000  shares of  MicroCor  Stock.  As
         partial  consideration for such purchase and sale, Wescor shall pay Chi
         Lin  $75,000  as  follows:  (i)  $7,500  upon  the  execution  of  this
         Agreement,  and (ii) 18 monthly  payments of $3,750 with the first such
         monthly payment due and payable on the first day of the month following
         the Effective Date and each successive monthly payment due on the first
         day of each successive month until all 18 payments are made.

                  4.3.  Special  Provision  for  Repayment  of Loan to InMedica.
         InMedica  and  Wescor  acknowledge  and agree  that  Wescor  has loaned
         InMedica certain sums of money which remain  outstanding as of the date
         this  Agreement is executed (the "Wescor  Loans").  InMedica  shall pay
         Wescor 20% of each installment  payment  (including the initial payment
         due upon  execution)  due from Wescor to InMedica  under Section 4.1 as
         partial  performance of its repayment  obligations of the Wescor Loans.
         At InMedica's  election,  InMedica may direct Wescor to pay only 80% of
         each such installment payment in satisfaction of InMedica's  obligation
         under this Section.

         5.  Management of MicroCor;  Issuance of New Stock;  Options to Acquire
Remainder of MicroCor.

                  5.1. Management Rights and Duties of Wescor. InMedica, Chi Lin
         and Wescor,  as the current and future  (pursuant  to the terms of this
         Agreement) majority shareholders of MicroCor, agree that upon execution
         of this  Agreement  Wescor shall assume the  management  of MicroCor as
         described in this Section 5.1.

                           5.1.1. Rights and Duties. Wescor shall have the right
                  and  obligation  to  manage  the   day-to-day   operations  of
                  MicroCor,  including the hiring and firing of its officers and
                  employees  and   contracting   for  employees  or  independent
                  contractors.  Wescor  shall  use its  best  efforts  with  all

                                       5


                  reasonable  speed and  efficiency to develop or cause MicroCor
                  to  develop  the  Products  as  described   herein.   Wescor's
                  obligation  to fund  the  expenses  of  MicroCor's  operations
                  ("Wescor Funding Obligations") shall be as follows: (i) Wescor
                  shall not be responsible for funding  expenses  related solely
                  to   manufacturing   or   sales   and   marketing   operations
                  ("Manufacturing  and  Sales  Expenses");  (ii)  except  to the
                  extent   that   expenses   are   reasonably    includable   as
                  Manufacturing and Sales Expenses,  Wescor shall be responsible
                  for and shall  contribute  funds to MicroCor  to pay  expenses
                  incurred by  MicroCor  for  research  and  development  of the
                  Products  ("R&D  Expenses"),  including,  but not  limited to,
                  costs  related to  development  of the  Prototype  (as defined
                  below),  costs  related to obtaining FDA Clearance (as defined
                  below),  and R&D  Expenses  related  to First  Production  (as
                  defined  below).  Notwithstanding  the fact that Wescor has no
                  obligation to fund  Manufacturing  and Sales Expenses,  Wescor
                  agrees to exercise its commercially reasonable best efforts to
                  arrange  for the  financing  of the  Manufacturing  and  Sales
                  Expenses and of any royalty payment  obligations under Section
                  6 ("Wescor Financing Commitment"),  subject to approval of the
                  Board of MicroCor. In arranging for any such financing, Wescor
                  shall  not  be  obligated  to  loan  any  funds  itself  or to
                  separately guarantee or provide separate security for any such
                  loans which are arranged for MicroCor by Wescor.

                           5.1.2. Board Authority. MicroCor's Board reserves the
                  authority to approve or disapprove  actions by MicroCor (or by
                  Wescor on  MicroCor's  behalf)  (i) to  acquire  or dispose of
                  capital  assets,  or to incur capital  expenditures or debt if
                  such actions would involve in the aggregate  more than $20,000
                  during any  12-month  period;  (ii) to  contract  with a third
                  party to perform part or all of the  manufacturing,  marketing
                  and selling  functions  necessary to accomplish  the intent of
                  this  Agreement;  or  (iii)  to  assign,  transfer,   license,
                  sub-license,  pledge as collateral,  mortgage,  hypothecate or
                  otherwise encumber part or all of the Hematocrit Technology or
                  any other intellectual  property interest owned by or licensed
                  to MicroCor.  MicroCor (or Wescor on MicroCor's  behalf) shall
                  not  take  any  action  described  in the  preceding  sentence
                  without first  delivering  to all members of MicroCor's  Board
                  written notice of its intent to take such action.  If no Board
                  member objects within fifteen (15) business days of receipt of
                  such notice by delivering a written  notice to Wescor,  Wescor
                  may proceed to take such action.  If a Board  member  objects,
                  Wescor  shall not take such  action  until after the Board has
                  acted to  determine  whether  to consent  to such  action.  In
                  addition to other forms of notice permitted by this Agreement,
                  the  giving  of  notices  and   communicating   of  objections
                  described  in this  Section may be  accomplished  by facsimile
                  machine   transmission  or  by  email  if  a  confirmation  of
                  successful delivery or transmission is received by the sender.

                           5.1.3.  Termination  of  Management  Duties.  If  not
                  earlier  terminated  hereunder,  if (i) no Prototype  has been
                  completed  (as defined and  described  in Section  5.2) by the
                  date that is twelve (12) months  following the Effective Date,
                  (ii) no FDA  Clearance  (as described in Section 5.3) has been
                  received  by the date that is eighteen  (18) months  following
                  the  Effective  Date  (subject to the extension of such period
                  pursuant  to  Section  5.3),  (iii)  there  has  been no First
                  Production  (as defined in Section  5.4.1) of a Product by the
                  date that is twenty four (24) months  following  the Effective
                  Date  (subject to the  extension  of such  period  pursuant to
                  Section  5.3),  or (iv)  Wescor has not  fulfilled  the Wescor
                  Funding  Obligations  within a reasonable period following the
                  date such  obligations  become due from time to time, then the
                  Board of Directors of MicroCor  shall have the right to review
                  Wescor's  actions  in  fulfilling  its  obligations  to manage
                  MicroCor, and shall have the right to make such changes in the
                  management as it deems  appropriate.  The parties  acknowledge
                  and agree that such  changes  may, in the Board's  discretion,
                  include termination of this Agreement, in which case the Board
                  of Directors of MicroCor  shall  thereafter  have complete and
                  autonomous  control  over the  management  and  operations  of
                  MicroCor.  The parties  further  acknowledge  and agree that a
                  failure  by  Wescor  to comply  with its  covenants  under the
                  Wescor  Financing  Commitment  may result in MicroCor's  Board
                  assuming  the  rights  and  duties  pertaining  to the  Wescor
                  Financing  Commitment  and  terminating  Wescor's  rights  and
                  duties thereunder.

                  5.2.   Development  of  FDA  Prototype;   Stock  Purchase  and
         Issuance.  Wescor shall use its best efforts with all reasonable  speed
         and efficiency to develop, or cause MicroCor to develop, a prototype or

                                       6


         prototypes of the Product(s) (the "Prototype")  suitable for conducting
         the  clinical  trials  necessary  to  prepare  for  submission  or  the
         Product(s) to the FDA for  regulatory  review and marketing  clearance.
         Upon such completion of the Prototype,  MicroCor shall issue to Wescor,
         500,000 new shares of MicroCor Stock. The  consideration for the shares
         issued to Wescor shall be the amounts  contributed  to MicroCor to fund
         the Wescor  Funding  Obligations  incurred to the date of completion of
         the  Prototype.  Such shares shall be deemed fully paid and not subject
         to any assessment.

                  5.3. FDA Clearance. Wescor shall use its best efforts with all
         reasonable  speed and  efficiency  to conduct  and  complete,  or cause
         MicroCor  to conduct  and  complete,  such  actions  as are  reasonably
         necessary  to gather data and prepare a 510(k)  Premarket  Notification
         submission  to the  FDA  covering  the  Product(s)  and to  obtain  the
         necessary  clearances  from the FDA to market  such  Product(s)  in the
         United States market ("FDA  Clearance").  In the event MicroCor's Board
         of  Directors  determines  that  Wescor  has acted in good faith in the
         performance  of its  obligations  to obtain FDA  Clearance but such FDA
         Clearance  has not been  obtained,  and the Board of Directors  further
         determines  that it is reasonable to expect that FDA Clearance  will be
         obtained in the future,  the Board of Directors  may extend for six (6)
         months the period  described  in clause  (ii) of Section  5.1.3,  which
         extension  would also  automatically  extend the  period  described  in
         clause (iii).  Upon subsequent  identical  determinations by MicroCor's
         Board of Directors,  additional  six-month extensions may be granted in
         the Board's discretion.

                           5.3.1. Stock Issuance.  Upon obtaining FDA Clearance,
                  MicroCor shall issue to Wescor, 500,000 new shares of MicroCor
                  Stock. The consideration for the shares issued to Wescor shall
                  be the  amounts  contributed  to  MicroCor  to fund the Wescor
                  Funding  Obligations  incurred  to the date of  obtaining  FDA
                  Clearance.  Such  shares  shall be deemed  fully  paid and not
                  subject to any assessment.

                           5.3.2.  Option and Trump  Option to Acquire  MicroCor
                  Stock.  Upon  obtaining FDA  Clearance,  Wescor shall have the
                  option (the  "Option") to purchase all (but not less than all)
                  of the MicroCor Stock held by InMedica and Chi Lin pursuant to
                  the provisions of this Section 5.3.2. To exercise the Option:

                                    a. Notice.  Wescor  shall  deliver a written
                           notice  (the  "Option  Notice")  of its  election  to
                           exercise  the  Option  to both  InMedica  and Chi Lin
                           within  ninety  (90) days  following  receipt  of the
                           first   formal   notice  of  FDA   Clearance  of  the
                           Product(s).

                                    b. Purchase Price.  The purchase price under
                           the Option shall be the pro rata portion of the total
                           value of MicroCor attributable to the total shares of
                           MicroCor  Stock  held  by  InMedica  and  Chi Lin (as
                           compared to the total outstanding  shares of MicroCor
                           Stock).  The value of MicroCor (the "MicroCor  Option
                           Value") shall be  determined  as follows:  (i) Wescor
                           may choose to pay for and obtain an  appraisal of the
                           value (the "Option Appraisal Value") of MicroCor from
                           a nationally  recognized  appraisal  firm, as to whom
                           neither  InMedica  nor  Chi  Lin  have  a  reasonable
                           objection,  and the MicroCor Option Value shall equal
                           the Option Appraisal Value multiplied by 90%; or (ii)
                           Wescor may suggest a  reasonable  value for  MicroCor
                           (the  "Option  Suggested  Value"),  and the  MicroCor
                           Option Value shall equal the Option  Suggested  Value
                           (not multiplied by 90%). Wescor shall,  within thirty
                           (30)  days  following  the  delivery  of  the  Option
                           Notice,  deliver  to  InMedica  and Chi  Lin  written
                           notice (the  "Option  Value  Notice") of the MicroCor
                           Option  Value and all reports  and data that  support
                           its  determination  of such value.  InMedica  and Chi
                           Lin, at their expense, shall have the right to obtain
                           a  fairness  opinion  ("Fairness   Opinion")  from  a
                           recognized  business  valuation  expert  as  to  whom
                           Wescor has no  reasonable  objection  concerning  the
                           Option Appraisal Value or the Option Suggested Value,
                           as appropriate.  If the Fairness  Opinion  determines
                           that either the Option  Appraisal Value or the Option
                           Suggested Value, as applicable,  is not within a fair
                           range of value,  the Option shall  terminate.  In the
                           event the  Option is  exercised,  any  holders of the
                           MicroCor  Stock other than  InMedica and Chi Lin, who
                           have obtained  MicroCor shares in compliance with the
                           provisions  of Section  3.1,  shall have the right to
                           require  Wescor to purchase  their  MicroCor Stock at
                           the same pro rata price per share.


                                       7

                                    c. Trump  Option.  Notwithstanding  Wescor's
                           right to  exercise  the Option,  upon  receipt of the
                           Option  Value  Notice,  or, if a Fairness  Opinion is
                           obtained,  upon  receipt of a Fairness  Opinion  that
                           does not terminate  the Option,  InMedica and Chi Lin
                           jointly,  or  InMedica  by itself (but not Chi Lin by
                           itself)  shall  then  have  the  option  (the  "Trump
                           Option") to terminate  Wescor's  Option by purchasing
                           all (but not less  than  all) of the  MicroCor  Stock
                           held by Wescor. To exercise the Trump Option,  either
                           InMedica  or  InMedica  and Chi Lin  together,  shall
                           deliver a written notice (the "Trump Option  Notice")
                           to  Wescor  within  thirty  (30) days  following  the
                           receipt of the Option  Value  Notice.  In the event a
                           Fairness Opinion is being obtained, the period during
                           which a Trump Option Notice may be given shall extend
                           to  thirty  (30)  days  following   receipt  of  such
                           Fairness Opinion.  The purchase price under the Trump
                           Option  shall be the pro rata  portion  of the  total
                           value of MicroCor attributable to the total shares of
                           MicroCor  Stock  held by Wescor (as  compared  to the
                           total  outstanding  shares of  MicroCor  Stock).  The
                           total  value of  MicroCor  for  purposes of the Trump
                           Option shall be 110% of the Option Appraisal Value or
                           the Option  Suggested  Value, as appropriate,  as set
                           forth in Wescor's  Option Value Notice.  The purchase
                           price under the Trump  Option shall be paid to Wescor
                           as follows: 20% within thirty (30) days following the
                           delivery  of  the  Trump  Option   Notice,   and  the
                           remainder in equal monthly  installments of principle
                           and  interest  on the  first  day of each  successive
                           month for thirty six (36) months.  Interest  accruing
                           on such  remainder  shall be an annual  rate equal to
                           two percent  (2%) plus the Prime  Rate.  In the event
                           InMedica  and  Chi  Lin  exercise  the  Trump  Option
                           jointly,   they   shall   participate   in  the  same
                           proportions as their individual ownership of MicroCor
                           Stock bears to their aggregate  ownership of MicroCor
                           Stock.  If  the  Trump  Option  is  exercised,   this
                           Agreement shall then automatically terminate.

                                    d.  Option  Revival.   Notwithstanding   the
                           provisions of the preceding Paragraph c, Wescor shall
                           have the  right  to  revive  an  Option  (an  "Option
                           Revival")   terminated   by  the   Trump   Option  by
                           increasing by at least ten percent (10%) the purchase
                           price  provision  of the Option and  delivering a new
                           Option  Value  Notice to InMedica  and Chi Lin within
                           fifteen (15) days  following  the delivery of a Trump
                           Option  Notice.  Such new Option  Value  Notice shall
                           terminate the Trump  Option,  and shall be treated as
                           if it were an original Option Value Notice under this
                           Agreement. InMedica, or InMedica and Chi Lin jointly,
                           shall  again  have the  right to  exercise  the Trump
                           Option   pursuant  to   Paragraph  c,  based  on  the
                           increased  purchase price provision in the new Option
                           Value  Notice.  The Option,  Trump  Option and Option
                           Revival   may  be   repeated  as  many  times  as  is
                           necessary.

                                    e. Option Payment  Terms.  If a Trump Option
                           Notice is not  delivered  within the time  allowed by
                           InMedica or by InMedica and Chi Lin, the Trump Option
                           shall  expire.  Wescor  shall  then be  obligated  to
                           exercise  the  Option by paying  the  purchase  price
                           under the Option as follows:  20% within  thirty (30)
                           days  following  the  deadline  for the Trump  Option
                           Notice,   and  the   remainder   in   equal   monthly
                           installments  of principle  and interest on the first
                           day of each  successive  month  for  thirty  six (36)
                           months.  Interest accruing on such remainder shall be
                           an annual  rate  equal to two  percent  (2%) plus the
                           Prime Rate.

                                    f. Merger Alternative.  As an alternative to
                           the payment of the  purchase  price under the Option,
                           InMedica,  Chi Lin and Wescor  agree to  negotiate in
                           good  faith  to  attempt  to agree  upon a merger  of
                           InMedica,  MicroCor and Wescor. In such a merger, the
                           value  attributed to MicroCor shall be 100% of either
                           the Option  Appraisal  Value or the Option  Suggested
                           Value; the respective  values  attributed to InMedica
                           and Wescor shall be established by appraisals  from a
                           recognized  appraisal  firm,  as to whom  none of the
                           parties  has  a  reasonable  objection.  The  parties

                                       8


                           acknowledge that InMedica shall have no obligation to
                           agree  to  a  merger  the  terms  of  which  are  not
                           determined to be fair pursuant to a fairness  opinion
                           from a  recognized  business  valuation  expert as to
                           whom none of the parties has a reasonable objection.

                                    g. Effect on Agreement. If the Option is not
                           exercised,  this  Agreement  shall  continue  in full
                           force and effect.  If the Option is  exercised,  this
                           Agreement shall be  automatically  terminated  except
                           for the  royalty  provisions  set forth in Section 6,
                           which shall  survive,  and the Board of  Directors of
                           MicroCor   shall   thereafter   have   complete   and
                           autonomous control over the management and operations
                           of MicroCor.

                  5.4. Product Launched in Market. After obtaining FDA Clearance
         of a Product,  Wescor shall use its best  efforts  with all  reasonable
         speed  and  efficiency  to  cause  MicroCor  to  begin   manufacturing,
         marketing  and selling such Product in the market.  The  manufacturing,
         marketing and selling  functions shall be the right and  responsibility
         of MicroCor,  which may, in the  discretion  of its Board of Directors,
         contract  with  third  parties  for  part or all of the  manufacturing,
         marketing and selling of the Products.

                           5.4.1.  Stock  Issuance.  Upon  the  first  completed
                  production  run  of  units  of  the  Products  for  which  FDA
                  Clearance has been received and upon preparation of such units
                  for sale (the  "First  Production"),  MicroCor  shall issue to
                  Wescor,   700,000   new   shares  of   MicroCor   Stock.   The
                  consideration  for the  shares  issued to Wescor  shall be the
                  amounts  contributed  to MicroCor  to fund the Wescor  Funding
                  Obligations incurred to the date of the First Production. Such
                  shares  shall be  deemed  fully  paid and not  subject  to any
                  assessment.

                           5.4.2.  Second  Option  and Trump  Option to  Acquire
                  MicroCor Stock. After the First Production and issuance of the
                  shares to Wescor pursuant to section 5.4.1 Wescor shall have a
                  second  option  (the  "Second  Option"),  subject to the Trump
                  Option,  pursuant  to the  same  terms as  described  above in
                  Section  5.3.2,   except  that  the  Second  Option  shall  be
                  triggered  by the  First  Production,  and the  Second  Option
                  Notice shall be delivered  within  ninety (90) days  following
                  the date of the First Production.

                           5.4.3.  Termination  of  Management.  Upon the  First
                  Production:  (i) Wescor's  rights and duties under Section 5.1
                  to manage MicroCor,  including the Wescor Funding  Obligations
                  and the  Wescor  Financing  Obligations,  shall  automatically
                  terminate,  (ii)  MicroCor  shall  operate  as  a  stand-alone
                  company  subject  to the  autonomous  control  of its Board of
                  Directors,  and (iii) the size and  composition  of MicroCor's
                  Board of Directors shall thereafter be determined  pursuant to
                  applicable  corporate  law,  provided that the parties to this
                  Agreement hereby agree that shareholders  shall have the right
                  to vote their shares  cumulatively in subsequent  elections of
                  MicroCor's  Board of Directors.  InMedica,  Chi Lin and Wescor
                  shall  take  all  necessary  action,  in their  capacities  as
                  shareholders   of  MicroCor,   to  accomplish   the  foregoing
                  provision of this Section.

         6. Grant of Royalties.

                  6.1. Minimum Royalty.  MicroCor hereby grants and shall pay to
         InMedica and Chi Lin a minimum annual  royalty (the "Minimum  Royalty")
         as defined and divided  below in Sections  6.1.1 and 6.1.2 as a minimum
         amount  until the Revenue  Royalty (as defined in Section  6.2) reaches
         the amounts described below.

                           6.1.1.  InMedica  Minimum  Royalty.  MicroCor  hereby
                  grants to  InMedica  a portion  of the  Minimum  Royalty  (the
                  "InMedica  Minimum  Royalty").  The InMedica  Minimum  Royalty
                  shall be in the amount of $160,000 per year, but shall be paid
                  in equal monthly royalty payments, with the first such monthly
                  royalty  payment  beginning  and first due on the date that is
                  eighteen  (18)  months   following  the  Effective  Date.  The
                  InMedica Minimum Royalty shall have the same term of existence
                  as the Revenue  Royalty (as defined in Section 6.2), and shall
                  terminate  on the same date the  Revenue  Royalty  terminates.
                  InMedica  shall pay  Wescor 20% of each such  monthly  royalty

                                       9


                  payment due under this Section 6.1.1 as partial performance of
                  its repayment  obligations of the Wescor Loans until such time
                  as the Wescor Loans are fully repaid. At InMedica's  election,
                  InMedica  may  direct  Wescor  to pay  only  80% of each  such
                  monthly  royalty  payment with the remaining 20% thereof being
                  credited against InMedica's obligation under the Wescor Loans.

                           6.1.2.  Chi  Lin  Minimum  Royalty.  MicroCor  hereby
                  grants to Chi Lin the remaining portion of the Minimum Royalty
                  (the "Chi Lin Minimum  Royalty").  The Chi Lin Minimum Royalty
                  shall be in the amount of $40,000 per year,  but shall be paid
                  in equal monthly royalty payments, with the first such monthly
                  royalty  payment  beginning  and first due on the date that is
                  eighteen (18) months following the Effective Date. The Chi Lin
                  Minimum  Royalty  shall have the same term of existence as the
                  Revenue  Royalty  (as  defined  in  Section  6.2),  and  shall
                  terminate on the same date the Revenue Royalty terminates.

                  6.2. Revenue Royalty.  MicroCor hereby grants and shall pay to
         InMedica and Chi Lin an annual royalty (the "Revenue Royalty") based on
         "Revenues"  (as defined in Section  6.2.1) as divided in Sections 6.2.3
         and 6.2.4. The Revenue Royalty shall be effective immediately and shall
         continue  for all  Revenues  received  or  accrued  through  the latest
         expiration  date  of  the  currently   existing  U.S.  Patents  on  the
         Hematocrit Technology,  which the parties acknowledge and agree include
         the following U.S.  Patents with the following  expiration  dates:  (i)
         Patent No. 5,526,808  expiring June 18, 2013, (ii) Patent No. 5,642,734
         expiring October 4, 2010,  (iii) Patent No. 6,128,518  expiring October
         4, 2010, and (iv) Patent No. 6,766,191 expiring October 4, 2010.

                           6.2.1    Revenues Defined.  "Revenues" shall mean the
                  sum of (i) Royalty  Revenues,  and  (ii) Sales  and  Licensing
                  Revenues.

                                    a.  Royalty  Revenues.   "Royalty  Revenues"
                           shall mean  payments  received  by  MicroCor  and its
                           assignees  and  successors in the nature of royalties
                           from licensees, sub-licensees and other third-parties
                           ("Third-Party  Licensees")  based  on  sales or other
                           dispositions by Third-Party  Licensees of Products or
                           any other goods or services incorporating any portion
                           of the Hematocrit Technology.

                                    b. Sales and Licensing Revenues.  "Sales and
                           Licensing  Revenues" shall mean revenues  received by
                           MicroCor and its  assignees and  successors  that are
                           (i)  net  sales  revenues  from  the  sale  or  other
                           disposition  of all  Products  or any other  goods or
                           services  incorporating any portion of the Hematocrit
                           Technology,  (ii)  revenues from the licensing of any
                           portion of the Products or the Hematocrit  Technology
                           (where such revenues are not Royalty  Revenues),  and
                           (iii)  any  other  revenues  (but  excluding  Royalty
                           Revenues)  generated by the Products,  the Hematocrit
                           Technology,  or any right or  interest  therein.  Net
                           sales revenues, as a component of Sales and Licensing
                           Revenues,  shall be the invoice price of all Products
                           sold less (i) standard  trade  discounts  and returns
                           actually allowed, (ii) all sales commissions or sales
                           discounts actually allowed, (iii) taxes applicable to
                           such sales, and (iv) shipping charges which are to be
                           paid by MicroCor or its assignees or  successors  and
                           not separately  invoiced.  Revenue from only one arms
                           length sale of the same  Product unit may be included
                           in Sales and Licensing Revenues,  and, in cases where
                           a  Product  unit is sold  more  than  once,  only the
                           revenue  from the first arms  length sale (the "First
                           Sale") of such Product unit will be included in Sales
                           and Licensing Revenues;  that is, revenue from a sale
                           of a Product  unit by a purchaser  of such unit shall
                           not be  included in Sales and  Licensing  Revenues if
                           the revenue from the sale of such Product unit to the
                           purchaser  (or to a prior  seller) has  already  been
                           included in Sales and Licensing Revenues. Further, if
                           the Product or use of the  Hematocrit  Technology  is
                           only a portion of a larger product or system, or if a
                           license is granted to include a Product or use of the
                           Hematocrit  Technology in a larger product or system,
                           then  only that  portion  of the  revenue  reasonably
                           attributable to the Product or Hematocrit  Technology
                           (as  part of a  larger  product  or  system)  will be
                           included  in Sales and  Licensing  Revenues.  In such
                           instances   where  a  larger  product  or  system  is
                           involved,  the parties  may  further  agree as to the
                           portion of revenues  from such product or system that
                           is to be included in Sales and Licensing Revenues.


                                       10


                           6.2.2 Calculation and Payment of Revenue Royalty. The
                  total Revenue Royalty payments payable by MicroCor,  including
                  both the InMedica Revenue Royalty (described in Section 6.2.3)
                  and the Chi Lin Revenue  Royalty  (described in Section 6.2.4)
                  (the  "Total  Revenue  Royalties"),  shall  be  calculated  as
                  follows:  The  sum of (i) in any  given  calendar  year,  four
                  percent (4%) of the first  $5,000,000  in Sales and  Licensing
                  Revenues,  three percent (3%) of Sales and Licensing  Revenues
                  in amounts exceeding $5,000,000 but not exceeding $20,000,000,
                  and two  percent  (2%) of  Sales  and  Licensing  Revenues  in
                  amounts exceeding  $20,000,000;  plus (ii) twenty five percent
                  (25%) of all Royalty Revenues.  Revenue Royalty payments shall
                  be paid by MicroCor  to InMedica  and/or Chi Lin by the end of
                  each month following the month in which there are any Revenues
                  to which the Revenue Royalty  applies.  In order to verify the
                  Revenues  described in this Section  6.2,  MicroCor  agrees to
                  make or cause the accounting books and records of MicroCor and
                  its assignees and successors available to InMedica and Chi Lin
                  or  to  their  agents,   including  independent  auditors,  in
                  reasonable form and at reasonable times and places.

                           6.2.3.  InMedica  Revenue  Royalty.  MicroCor  hereby
                  grants to  InMedica  a portion  of the  Revenue  Royalty  (the
                  "InMedica Revenue Royalty").  The InMedica Revenue Royalty for
                  any given  period  shall  equal the  Total  Revenue  Royalties
                  multiplied  by a  fraction,  the  numerator  of  which  is the
                  worldwide  Revenues  less the "Asian  Revenues" (as defined in
                  Section 6.2.4) for such period,  and the  denominator of which
                  is the  worldwide  Revenues  for  such  period.  The  InMedica
                  Revenue  Royalty  shall be  effective  immediately  and  shall
                  continue  for  all  non-Asian  Revenues  received  or  accrued
                  through  the date of  termination  of the  Revenue  Royalty as
                  described in Section 6.2 above.

                           6.2.4.  Chi  Lin  Revenue  Royalty.  MicroCor  hereby
                  grants to Chi Lin the remaining portion of the Revenue Royalty
                  (the "Chi Lin Revenue  Royalty").  The Chi Lin Revenue Royalty
                  for any given period shall equal the Total  Revenue  Royalties
                  multiplied by a fraction, the numerator of which is the "Asian
                  Revenues"  (as  defined  below)  for  such  period,   and  the
                  denominator  of  which  is the  worldwide  Revenues  for  such
                  period.  "Asian  Revenues"  shall  mean (i)  Royalty  Revenues
                  received  from a  Third-Party  Licensee  for  sales  or  other
                  dispositions  made by such Third-Party  Licensee in "Asia" (as
                  defined below), (ii) Sales and Licensing Revenues that are net
                  sales  revenues  from a First Sale made in Asia where,  at the
                  time of such First Sale, the seller does not  reasonably  know
                  that the ultimate  sale to the end user will be to a purchaser
                  outside of Asia,  (iii) Sales and Licensing  Revenues that are
                  net sales  revenues  from a First  Sale made  outside  of Asia
                  where,  at the time of such First Sale, the seller  reasonably
                  knows  that the  ultimate  sale to the end  user  will be to a
                  purchaser  in Asia,  and (iv) any other  Sales  and  Licensing
                  Revenues  that are not net sales  revenues  that are  received
                  from a Third-Party  Licensee whose main office or headquarters
                  is  located  in  Asia.   "Asia"   shall  mean  the   following
                  geographical areas:  Australia,  New Zealand and the countries
                  of Asia (including without limitation, Indonesia, Malaysia and
                  the island countries of the Western Pacific Rim; but excluding
                  Russia,  Turkey and the countries of the Middle East from Iran
                  and to the west). No Chi Lin Revenue Royalty shall be owed for
                  any month in which  there are no Asian  Revenues.  The Chi Lin
                  Revenue  Royalty  shall be  effective  immediately  and  shall
                  continue for all Asian  Revenues  received or accrued  through
                  the date of termination of the Revenue Royalty as described in
                  Section 6.2 above.

                           6.2.5 Asian Marketing  Right. Chi Lin, at its option,
                  and upon giving  thirty (30) days written  notice to MicroCor,
                  Wescor and InMedica, shall have the right to terminate the Chi
                  Lin  Revenue   Royalty   and  the  Chi  Lin  Minimum   Royalty
                  permanently in exchange for the exclusive  right to distribute
                  and sell the Products in Asia (the "Asian  Marketing  Right").
                  Chi Lin shall exercise the foregoing right to exchange the Chi
                  Lin Revenue Royalty and the Chi Lin Minimum Royalty rights for
                  the  Asian  Marketing  Right,  if at all,  by the date that is
                  eighteen (18) months  following the Effective  Date. The Asian
                  Marketing   Right,   if  elected,   shall  then  be  effective
                  immediately and shall continue through the date of termination
                  of the Revenue  Royalty as described in Section 6.2 above.  In
                  the event Chi Lin  exchanges  the Chi Lin Revenue  Royalty and
                  the Chi Lin  Minimum  Royalty  rights for the Asian  Marketing
                  Right,  the InMedica Revenue Royalty payable to InMedica shall
                  be based on only non-Asian Revenues.

                                       11


                  6.3. Minimum Royalty Credit.  Notwithstanding  anything to the
         contrary in this Section 6, the parties  acknowledge and agree that the
         Revenue  Royalty  payments  are intended to be in place of - and not in
         addition  to - the  Minimum  Royalty  payments,  to the extent that the
         Revenue  Royalty   payments   exceed  the  Minimum  Royalty   payments.
         Accordingly,  (i) InMedica  Minimum Royalty  payments made in any given
         calendar  year  shall  be a credit  against  InMedica  Revenue  Royalty
         payments in such calendar year, and InMedica  Revenue Royalty  payments
         shall only be paid to the extent that they exceed the InMedica  Minimum
         Royalty  payments  for such  calendar  year;  and (ii) Chi Lin  Minimum
         Royalty  payments  made in any given  calendar  year  shall be a credit
         against Chi Lin Revenue Royalty payments in such calendar year, and Chi
         Lin Revenue Royalty payments shall only be paid to the extent that they
         exceed the Chi Lin Minimum Royalty payments for such calendar year.

                  6.4 Royalty Buyout Right.  In the event of the occurrence of a
         "MicroCor  Change of Control," the provisions of this Section 6.4 shall
         apply.  "MicroCor  Change of Control" shall mean the acquisition by any
         party or third party of more than eighty percent (80%) of the assets or
         equity securities of MicroCor, or the merger of MicroCor with any party
         or third party where the parties to this Agreement own in the aggregate
         less  than  twenty  percent  (20%)  of  the  equity  securities  of the
         surviving entity.  Upon the occurrence of a MicroCor Change of Control,
         MicroCor,  or its  successors  or  assigns,  shall  have the right (the
         "Buyout  Right"),  notwithstanding  any  contrary  provisions  in  this
         Section 6, to purchase and terminate the Minimum  Royalty,  the Revenue
         Royalty and, if applicable, the Asian Marketing Right from InMedica and
         Chi Lin.  MicroCor (or its  successors or assigns)  shall  exercise the
         Buyout  Right,  if at all,  within  twelve  (12) months  following  the
         occurrence of a MicroCor  Change of Control by giving  InMedica and Chi
         Lin thirty (30) days prior  written  notice of its intent to  exercise,
         and by paying to  InMedica  and Chi Lin,  upon the  expiration  of such
         thirty (30) days, the following amounts:

                  (i) to InMedica, the greater of:
                           (a)      $800,000, or
                           (b)      80% of five (5) times the sum of the Minimum
                                    Royalty payments payable for the immediately
                                    preceding   twelve   (12)  months  plus  the
                                    Revenue  Royalty  payments  payable  for the
                                    immediately preceding twelve (12) months;
                  and
                  (ii) to Chi Lin:
                           (A)      if Chi Lin has not  exercised its option for
                                    the Asian Marketing  Right,  the greater of:
                                    (a)     $200,000, or
                                    (b)     20% of five (5) times the sum of the
                                            Minimum  Royalty  payments   payable
                                            for the immediately preceding twelve
                                            (12) months plus the Revenue Royalty
                                            payments payable for the immediately
                                            preceding twelve (12) months, or
                           (B)      if Chi Lin has  exercised its option for the
                                    Asian Marketing  Right,  the greater of:
                                    (a)     $200,000  or
                                    (b)     one (1) times the gross revenue  Chi
                                            Lin has generated in the immediately
                                            preceding twelve (12) months through
                                            its exercise of the  Asian Marketing
                                            Right.

         In order to verify the relevant  values  described in this Section 6.4,
         the  parties  agree that they shall  make  their  accounting  books and
         records  available to each other or to the parties'  agents,  including
         independent  auditors,  in reasonable form and at reasonable  times and
         places.

         7. Title to  Hematocrit  Technology.  Notwithstanding  anything  to the
contrary  contained  herein,  this  Agreement  shall  not be  construed  to be a
transfer of the Hematocrit Technology to Wescor, and the parties acknowledge and
warrant that subject to Section 1 hereof, the Hematocrit  Technology is and will
be owned  by or  licensed  to  MicroCor  at all  times  during  the term of this
Agreement.  The  term  "Hematocrit  Technology"  shall  include  the  Hematocrit
Technology as presently  constituted  plus any and all additions,  enhancements,
improvements,  and  developments,  whether  developed or discovered by MicroCor,
Wescor,  InMedica,  Chi Lin, or any  employee,  agent,  contractor,  subsidiary,
successor or assignee thereof.

                                       12


         8.  Disclosure  of  Hematocrit  Technology.  InMedica and Chi Lin shall
disclose  to  MicroCor  and Wescor all aspects of their  existing  research  and
findings,  as well as the research and findings in their possession performed by
others,  with respect to the  Hematocrit  Technology.  MicroCor and Wescor shall
keep all such  information  confidential  and  shall  not  disclose  any of such
information to third parties except to the extent allowed  hereunder or required
by law. Nothing herein shall be construed to be, and InMedica and Chi Lin hereby
expressly  disclaim  any,  warranty  or  representation  as to  the  current  or
potential function, success, accuracy, marketability,  profitability or possible
sales of the Hematocrit  Technology or any Products.  Wescor and MicroCor hereby
acknowledge that they have not relied on any such warranty or representation and
further  acknowledge  that  there  is a  significant  amount  of risk  that  the
Hematocrit Technology and the Products will not be developable, will not receive
FDA Clearance, or cannot be manufactured and marketed profitably, and that there
are other significant risk factors involving research, regulatory,  business and
economic  variables  over which  InMedica and Chi Lin have no control that could
negatively impact the success of the Hematocrit Technology and the Products.

         9.  Condition  Precedent.  Notwithstanding  anything  to  the  contrary
contained  herein,  the rights  granted and  obligations  assumed  hereunder are
conditioned   upon  the  approval  by  the   shareholders  of  InMedica  of  the
transactions  described herein.  InMedica  represents and warrants that it shall
act with all reasonable speed and diligence to obtain such approval  pursuant to
all applicable  corporate and securities  laws and regulations as advised by its
legal  counsel.  Chi Lin,  Larry E. Clark,  Ralph  Henson and Richard  Bruggeman
covenant and agree that they shall each vote their respective shares of InMedica
stock in favor of approving the transactions  described  herein.  InMedica shall
deliver to the other parties to this  Agreement a written  notice of the results
of seeking  shareholder  approval  within ten (10) days  following  the relevant
shareholder  action. If InMedica delivers a notice stating that its shareholders
have not approved the transactions,  or if no written notice  (regardless of its
contents) has been  delivered by the date that is forty five (45) days following
the date this  Agreement  is  executed  by all  parties,  this  Agreement  shall
automatically  terminate.  Before  the  end  of  such  45-day  period  (and  any
successive  45-day extension  period),  InMedica may deliver a written notice to
the  other  parties  extending  such  deadline  by forty  five  (45) days if the
Securities and Exchange  Commission has not acted on InMedica's request that the
appropriate  information statement and/or proxy statement be approved for use in
connection with seeking the shareholder  approval described in this Section.  In
the event of such automatic  termination,  the parties shall take all reasonable
actions to return any items,  repay any funds or  otherwise  put each other back
into the same situation they were in prior to the execution of this Agreement.

         10. Audit of Financial Records. For purposes of confirming  performance
of obligations under this Agreement,  InMedica and Chi Lin shall have the right,
at their expense,  at all reasonable times and from time to time, to review,  or
engage an independent  auditor to review, the accounting and operational records
of MicroCor and Wescor.  MicroCor  and Wescor  shall keep and maintain  accurate
records of their  accounting data that shall  reasonably and accurately  reflect
their  operations  and shall  maintain such records for at least three (3) years
following  the close of each  relevant  accounting  period.  MicroCor and Wescor
shall  make all such  information  available  to  InMedica  or Chi Lin upon such
party's  written  request  either by providing  access thereto at the offices of
MicroCor or Wescor,  or by copying all such information and delivering it to the
requesting  party.  Either InMedica or Chi Lin shall have the right to terminate
this  Agreement if either  MicroCor or Wescor  fails to perform its  obligations
under this Section, or provides inaccurate or false records under this Section.

         11. Miscellaneous.

                  11.1. Expenses. Except as otherwise expressly provided in this
         Agreement,  each  party to this  Agreement  shall  bear its  respective
         expenses  incurred in connection with the preparation,  execution,  and
         performance of this Agreement and the transactions contemplated hereby,
         including  all fees and expenses of agents,  representatives,  counsel,
         and accountants.

                  11.2.  Notices.  All  notices,  consents,  waivers,  and other
         communications  under this  Agreement  must be in  writing  and will be
         deemed to have been duly given when (a) delivered by hand,  (b) sent by
         facsimile  machine,  provided that a copy is mailed by registered mail,
         return receipt  requested,  or (c) when received by the  addressee,  if
         sent by a nationally  recognized  overnight  delivery service,  in each
         case to the  appropriate  addresses  and  facsimile  machine  telephone
         numbers  set forth  below (or to such  other  addresses  and  facsimile
         machine  telephone  numbers as a party may  designate  by notice to the
         other parties):

                                       13


                           InMedica:  /s/ Ralph Henson
                                   Mr. Ralph Henson, President
                                   InMedica Development Corporation
                                   825 North 300 West
                                   Salt Lake City, Utah 84103

                                   Facsimile No.: (801) 497-9445

                           Chi Lin:  /s/ Mao-Song Lee



                                   Facsimile No.:

                           MicroCor:



                                   Facsimile No.:


                           Wescor:



                                   Facsimile No.:


                  11.3.   Jurisdiction;   Service  of  Process.  Any  action  or
         proceeding  seeking to enforce any  provision of, or based on any right
         arising out of, this  Agreement  shall be brought  only in the state or
         federal courts  located in the County of Salt Lake,  State of Utah, and
         each of the parties hereby consents and agrees to the sole jurisdiction
         of such courts (and of the  appropriate  appellate  courts) in any such
         action or  proceeding  and waives any  objection to venue laid therein.
         Process  in any  action  or  proceeding  referred  to in the  preceding
         sentence may be served on any party anywhere in the world.

                  11.4.  Further  Assurances.  The parties  agree (a) to furnish
         upon request to each other such further information, (b) to execute and
         deliver to each other  such other  documents,  and (c) to do such other
         acts and things,  all as the other party may reasonably request for the
         purpose of carrying out the intent of this  Agreement and the documents
         and  transactions  referred to in this Agreement.  Each party agrees to
         use its best efforts in good faith to fulfill its obligations hereunder
         in a timely and efficient manner.

                  11.5.  Waiver.  The rights and remedies of the parties to this
         Agreement are cumulative and not  alternative.  Neither the failure nor
         any delay by any party in  exercising  any right,  power,  or privilege
         under this  Agreement or the  documents  referred to in this  Agreement
         will operate as a waiver of such right,  power,  or  privilege,  and no
         single or partial exercise of any such right,  power, or privilege will
         preclude  any  other or  further  exercise  of such  right,  power,  or
         privilege or the exercise of any other right,  power, or privilege.  To
         the maximum extent  permitted by applicable  law, (a) no claim or right
         arising  out of this  Agreement  or the  documents  referred to in this
         Agreement  can be  discharged  by one party,  in whole or in part, by a
         waiver or  renunciation  of the claim or right unless in writing signed
         by the other party;  (b) no waiver that may be given by a party will be
         applicable  except in the specific  instance for which it is given; and
         (c) no notice  to or demand on one party  will be deemed to be a waiver
         of any  obligation  of such  party or of the right of the party  giving
         such notice or demand to take further  action  without notice or demand
         as  provided in this  Agreement  or the  documents  referred to in this
         Agreement.

                                       14


                  11.6.   Entire   Agreement;   Modification.   This   Agreement
         supersedes all prior agreements between the parties with respect to its
         subject matter and constitutes (along with the documents referred to in
         this Agreement) a complete and exclusive  statement of the terms of the
         agreement between the parties with respect to its subject matter.  This
         Agreement may not be amended except by a written agreement  executed by
         the party to be charged with the amendment.

                  11.7.  Assignment;  Successors;  No Third-Party Rights. Except
         for  MicroCor's  right to  sublicense,  assign or transfer  the Chi Lin
         License  described  in Section  1.2,  and  except for any other  rights
         described in this  Agreement that by their express terms are assignable
         or  transferable,  no party  hereto may assign any of its rights  under
         this Agreement  without the prior written consent of the other parties.
         Subject to the preceding  sentence,  this Agreement  shall apply to, be
         binding  in  all  respects  upon,  and  inure  to  the  benefit  of the
         successors and permitted  assigns of the parties.  Nothing expressed or
         referred to in this Agreement  shall be construed to give any person or
         entity other than the parties to this  Agreement any legal or equitable
         right,  remedy, or claim under or with respect to this Agreement or any
         provision of this  Agreement.  This Agreement and all of its provisions
         and conditions are for the sole and exclusive benefit of the parties to
         this Agreement and their successors and assigns.

                  11.8. Severability. If any provision of this Agreement is held
         invalid or  unenforceable by any court of competent  jurisdiction,  the
         other  provisions  of this  Agreement  shall  remain in full  force and
         effect.  Any provision of this Agreement held invalid or  unenforceable
         only in part or degree  shall  remain in full  force and  effect to the
         extent not held invalid or unenforceable.

                  11.9. Section Headings; Construction. The headings of Sections
         in this Agreement are provided for convenience only and will not affect
         its  construction  or  interpretation.  All  references to "Section" or
         "Sections"  refer to the  corresponding  Section  or  Sections  of this
         Agreement.  All words used in this Agreement will be construed to be of
         such gender or number as the  circumstances  require.  Unless otherwise
         expressly  provided,  the word "including" does not limit the preceding
         words or terms.

                  11.10.  Time of  Essence.  With  regard  to all dates and time
         periods  set forth or  referred  to in this  Agreement,  time is of the
         essence.

                  11.11.  Governing Law. This Agreement shall be governed by the
         laws  of the  State  of  Utah  without  regard  to  conflicts  of  laws
         principles.

                  11.12. Counterparts.  This Agreement may be executed in one or
         more counterparts,  each of which will be deemed to be an original copy
         of this Agreement and all of which, when taken together, will be deemed
         to  constitute  one and the same  agreement.  Execution and delivery of
         this  Agreement  by facsimile  machine  shall be deemed as effective as
         delivery of an original, signed document.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       15



         IN WITNESS  WHEREOF,  the parties  have  executed  and  delivered  this
Agreement as of the date(s) set forth below, to be effective as of the Effective
Date defined in Section 9.

                                  INMEDICA DEVELOPMENT CORPORATION, a Utah
                                        corporation


Date:  9/7/04                     By:/s/ Ralph Henson
                                  Name:  Ralph Henson
                                  Title: President


                                  CHI LIN TECHNOLOGY CO., LTD., a corporation
                                        organized and existing under the laws of
                                        the Republic of China

Date:2004/9/7                     By:/s/ Mao Song Lee
                                  Name:  Mao-Song Lee
                                  Title: President


                                  MICROCOR, INC., a Utah corporation

Date:9/7/04                       By:/s/ Ralph Henson
                                  Name:  Ralph Henson
                                  Title: President


                                  WESCOR INC., a Utah corporation

Date: 7 Sep 2004                  By:/s/ Wayne K. Barlow
                                  Name:  Wayne K. Barlow
                                  Title: President/CEO


By signing below, the following individuals indicate their agreement to be bound
only  by the  provisions  expressly  referring  to  them  in  Section  9 of this
Agreement,  and acknowledge  that their agreement to be so bound is supported by
adequate consideration.


Date: 9/5/04                      /S/ LARRY E. CLARK
                                  LARRY E. CLARK


Date: 9/5-04                      /S/ RALPH HENSON
                                  RALPH HENSON


Date: 5 Sept 2004                 /S/ RICHARD BRUGGEMAN
                                  RICHARD BRUGGEMAN




                                       16

EX-99

InMedica Development Corp. Enters into Joint Development  Agreement with Wescor,
Inc.

SOURCE: INMEDICA DEVELOPMENT CORPORATION

SALT LAKE CITY,  September 9 - InMedica  Development  Corporation  (OTC Bulletin
Board:  IMDD), of Salt Lake City,  Utah, Chi Lin Technology Co., Ltd. of Tainan,
Taiwan,  and Wescor,  Inc. of Logan, Utah announced today that they have entered
into a definitive Joint Development Agreement to continue the development of the
Non-Invasive  Hematocrit Technology for which InMedica,  through its subsidiary,
MicroCor, has been issued four patents.

Under terms of the Agreement, Wescor will purchase 15% of the outstanding shares
of MicroCor from InMedica and from Chi Lin for $375,000 and will be assigned the
rights and duties of managing the day-to-day operations of MicroCor.  Wescor may
earn  additional  shares of MicroCor  stock in phases upon:  (1) completion of a
working prototype capable of meeting FDA GMP requirements, (2) the completion of
clinical  trials for obtaining the FDA's  clearance to market such products and,
(3) the  manufacturing  and  initial  introduction  into the US  market  of such
products.

Wescor has also been granted an option to purchase all of the remaining MicroCor
stock,  owned by InMedica and Chi Lin, upon successful  completion of phase (2),
and again upon the successful completion of phase (3), above, as well as a first
refusal right in the event of a bona fide outside offer to acquire MicroCor.

"We are very  pleased to have Wescor as a partner in  MicroCor  and to have them
take the active  leadership role in the  development of MicroCor's  Non-Invasive
Hematocrit  Technology,"  said  Ralph  Henson,  President  and CEO of  InMedica.
"Wescor's   technical  expertise  and  history  of  successful  medical  product
development should add value to MicroCor."

"Wescor's relationship with InMedica has been collegial and productive since our
first  meeting,"  said  Wayne  Barlow,  President  and  CEO of  Wescor.  "We are
impressed with the potential of the Non-Invasive  Hematocrit  Technology.  Total
hematocrit  measurement is of fundamental  importance in health assessment.  The
InMedica  proprietary  technology,  if fully  developed and legally  cleared for
market  introduction,  would  augment  and  perhaps  even  supplant  traditional
invasive testing methodologies.  Wescor will apply its significant  engineering,
product  development,  manufacturing  and marketing  skills to carry the project
forward."

"This performance-based  agreement with Wescor gives InMedica the opportunity to
advance its Non-Invasive Hematocrit research and patented technology to the next
level without the need to raise additional  capital at this time," said Larry E.

                                                                               1


Clark,  Chairman of InMedica.  "It offers an opportunity for a win-win situation
for all three of MicroCor's equity participants and their shareholders."

InMedica,  through its subsidiary MicroCor,  Inc., is engaged in the development
of a patented technology that measures hematocrit, the percentage of whole blood
made  up  of  red  cells,  non-invasively  through  the  skin  using  electrical
impedance.  Other methods of hematocrit  measurement require blood be drawn from
the  person  to be  tested  through a  finger,  ear or  venous  (arm)  puncture.
Hematocrit is measured as a test for the presence of anemia (low hematocrit),  a
primary  symptom for a large number of disease  states as well as  malnutrition.
Because of the large number of diseases  for which anemia is a primary  symptom,
hematocrit is one of the most frequently ordered diagnostic tests.

From its facilities in Logan,  Utah,  Wescor,  a private  corporation,  has been
developing,  manufacturing,  and marketing unique instruments,  appliances,  and
related  products  for the  diagnostic  laboratory  market  for more than  three
decades.  Its Biomedical Products Division has established a reputation for high
quality products as well as quality  technical  support to back up its products.
Wescor is the unchallenged  global leader in the laboratory  diagnosis of cystic
fibrosis  with its  Macroduct(R)  and  Nanoduct(R)  Sweat Testing  Systems.  The
company's Aerospray(R) family of automatic slide  stainer-cytocentrifuges are in
daily use in hematology  and  microbiology  laboratories  throughout  the world,
providing  the  newest  technology  in  microscope  slide  staining  as  well as
cytocentrifugation. Wescor is a long-established global leader in osmometry with
its unique  Vapro(R) Vapor Pressure  Osmometer.  The Wescor  Membrane  Osmometer
makes a direct measurement of Colloid Osmotic Pressure in whole blood or serum.

Chi Lin Technology,  Co., Ltd. is one of fourteen major  subsidiaries of the Chi
Mei Group. Chi Mei Corporation is the world's largest ABS plastics  producer and
Chi  Mei   Opto-Electronics  is  one  the  of  the  leading  flat-panel  display
manufacturers in Taiwan.

This press release contains  forward-looking  statements.  These forward-looking
statements are subject to risks,  uncertainties,  and other  factors,  which may
cause the Company's results to differ materially from expectations.  These risks
include,  but are not limited to,  risks  relating  to the  abilities  to obtain
funding,  regulatory  approval,  market  acceptance,  as well as other  risks as
detailed from time to time in the Company's SEC filings.






                                                                               2

EX-99

                              ARTICLE OF AMENDMENT

                                       TO

                            ARTICLES OF INCORPORATION

                                       OF

                               ALTA SYSTEMS, INC.


         Pursuant to Section 16-10-57 of the Utah Business  Corporation Act, the
undersigned corporation hereby adopts the following amendment to its Articles of
Incorporation.

         FIRST: The name of the Corporation is Alta Systems, Inc.

         SECOND:  The following  amendment to the Articles of Incorporation  was
duly adopted by the shareholders of the Corporation:

         1. Article I of the Corporation's current Articles of Incorporation, is
hereby  amended by striking the entire  Article I and isnerting the following in
lieu thereof:

                                    ARTICLE I

         The name of this Corporation shall be MicroCor, Inc.

         THIRD:  The foregoing  amendment to the Articles of  Incorporation  was
adopted  unanimously  by the  vote  of all  117,681  shares  held  by all of the
shareholders of the Corporation by unanimous  consent dated February 14, 1985 in
accordance with Section 16-10-38 of the Utah Business Corporation Act.

         FOURTH: No other class was entitled to vote on the amendment.

         IN WITNESS WHEREOF, the foregoing Articles of Amendment to the Articles
of  Incorporation  of Alta  Systems,  Inc.  has been  executed  this 14th day of
February, 1985.

         ATTEST:                                     ALTA SYSTEMS, INC.


         By___/S/_________________        By___/S/____________________
              Steven Castleton                              Allan Kaminsky
                 Vice President                                  President






         STATE OF UTAH                      )
                                            :
         COUNTY OF SALT LAKE                )

                  On February 14,  1985,  before me, the  undersigned,  a notary
         public in and for said  county and state,  personally  appeared  Steven
         Castleton and Allan Kaminsky,  who, being by me duly sworn,  did state,
         each for himself that he, Allan Kaminsky, is the President and that he,
         Steven Castleton,  is the Vice President, of Alta Systems, Inc., a Utah
         corporation,  and that  the  foregoing  Articles  of  Amendment  to the
         Articles of Incorporation of Alta Systems, Inc. was signed on behalf of
         such corporation by authority of a resolution of its Board of Directors
         and that the statements contained therein are true.

                  WITNESS my hand and official seal.



                                                /S/
                                                --------------------------------
                                                Notary Public
                                                Residing in Salt Lake City
                                                --------------------------------

         My Commission Expires:

                 11-87
         ----------------------









                            ARTICLES OF INCORPORATION
                                       OF
                               ALTA SYSTEMS, INC.

         We the undersigned, natural persons being more than twenty-one years of
age, acting as incorporators of a corporation  pursuant to the provisions of the
Utah  Business  Corporation  Act,  do hereby  adopt the  following  Articles  of
Incorporation for such corporation:

                                    ARTICLE I

                                      NAME

              The name of the Corporation hereby created shall be:

                               ALTA SYSTEMS, INC.

                                   ARTICLE II

                                    DURATION

         The Corporation shall continue in existence  perpetually  unless sooner
dissolved according to law.

                                   ARTICLE III

                                    PURPOSES

         The purpose or purposes for which the corporation is organized are:

         1. To design,  manufacture,  assemble and market computer  hardware and
assembled systems;

         2. To provide custom programming and/or programming  systems; and




         3. To engage in any other  business or enterprise and any other acts or
activities for which  corporations  may be organized under the laws of the State
of Utah and to  Exercise  such other  powers and engage in all  transactions  as
permitted by the laws of the State of Utah.


                                   ARTICLE IV

                                 CAPITALIZATION

         The  aggregate  number of shares  which  this  Corporation  shall  have
authority  to issue is  5,000,000  shares of  capital  stock with a par value of
$0.01 per  share.  Each share  shall  have equal  rights as to voting and in the
event of dissolution or liquidation.

                                    ARTICLE V

                                 PAID IN CAPITAL

         The Corporation  shall not commence  business until  consideration of a
value of at  least  $1,000  has been  received  by it as  consideration  for the
issuance of its shares.

                                   ARTICLE VI

                                PREEMPTIVE RIGHTS

         Shareholders  of the Corporation  shall not have  preemptive  rights to
purchase any shares of the Corporation hereafter issued.

                                   ARTICLE VII

                        OFFICERS AND DIRECTORS CONTRACTS

         No contract or other transaction between this Corporation and any other
firm or corporation  shall be affected by the fact that a director of officer of



this Corporation has an interest in, or is a director or officer of such firm or
other corporation. Any officer, or director, individually or with others, may be
a party to, or may have an interest in, any  transaction of this  Corporation or
any  transaction in which this  Corporation is a party or has an interest.  Each
person who is now or may become an officer or  director of this  Corporation  is
hereby relieved from liability that he might otherwise  obtain in the event such
officer or director  contracts with this  Corporation for the benefit of himself
or any firm or other corporation in which he may have an interest, provided such
officer or director acts in good faith.

                                  ARTICLE VIII

                                    DIRECTORS

         The  Corporation  shall have not less than three (3) nor more than nine
(9) directors as determined,  from time to time, by the Board of Directors.  The
original Board of Directors  shall be comprised of three (3) persons.  The names
and  addresses  of the  persons  who are to serve as  directors  until the first
annual  meeting of  Shareholders  and until  their  successors  are  elected and
qualify  are as  follows:

               Allan L. Kaminsky               3709 East Blue Jay Lane
                                               Salt Lake City, Utah 84121

               Stephen Castleton               503 East Wasatch
                                               Midvale, Utah 84047

               Christia Kaminsky               3709 East Blue Jay Lane
                                               Salt Lake City, Utah 84121




                                   ARTICLE IX

                           REGISTERED OFFICE AND AGENT

         The address of the initial registered office of the Corporation is:

                               620 Kearns Building
                              136 South Main Street
                           Salt Lake City, Utah 84101

         and the name of its initial registered agent at such address is:

                            Scott K. Zimmerman, Esq.

                                    ARTICLE X

                                  INCORPORATORS

         The name and addresses of the incorporators are:

                   Terrell W. Smith                   620 Kearns Building
                                                      136 South Main Street
                                                      Salt Lake City, Utah 84101

                   Sandy Janes                        620 Kearns Building
                                                      136 South Main Street
                                                      Salt Lake City, Utah 84101

                   Scott K. Zimmerman                 620 Kearns Building
                                                      136 South Main Street
                                                      Salt Lake City, Utah 84101

         Dated this 12th day of October, 1981.


                                                     /S/
                                                     ---------------------------
                                                     Terrell W. Smith


                                                     /S/
                                                     ---------------------------
                                                     Sandy Janes


                                                     /S/
                                                     ---------------------------
                                                     Scott K. Zimmerman




         STATE OF UTAH                      )
                                            :
         COUNTY OF SALT LAKE                )

         Subscribed and sworn to before me on this 12th day of October, 1981.


                                             /S/
                                             ---------------------------
                                             NOTARY PUBLIC
                                             Residing in Salt Lake County, Utah

         My commission expires:
                 2-20-84
         ----------------------

EX-99

                                   THE BYLAWS
                                       OF
                                 MICROCOR, INC.



         The  following  Bylaws are adopted  effective the 1st day of September,
2004:


                     ARTICLE I. OFFICES - BOOKS AND RECORDS

A.       PRINCIPAL OFFICES

         The principal place of business of the Corporation in the State of Utah
shall be located at 825 N 300 West, Salt Lake City, Utah 84103.  The Corporation
may also have an office  or  offices  at such  other  place or places  within or
without  the  State of Utah as the  Board  of  Directors  may from  time to time
designate or the business of the Corporation requires.

B.       Registered Agent and Registered Office

         The Registered Agent of the Corporation is Richard Bruggeman, 825 N 300
West, Salt Lake City, Utah 84103,  and the Registered  Office of the Corporation
in the State of Utah shall be located at the same address.

C.       Books and Records

         The Corporation shall keep at its registered office the following books
and records:

1.       Minutes of  meetings  and  Consents of the Board of  Directors  and any
         committees thereof;

2.       Minutes of meetings and Consents of the Shareholders;

3.       Record of  Shareholders  which shall give their names and addresses and
         the number and class of the shares held by each; and

4.       Articles of Incorporation and Bylaws as originally executed and adopted
         together with all subsequent amendments thereto.

         All  other  books  and  records  of  account   shall  be  kept  at  the
Corporation's  principal  place of  business  or as  determined  by the Board of
Directors.


                                                                          Page 1




                               ARTICLE II. BYLAWS

A.       AMENDMENTS

         These  Bylaws  may,  if  consistent  with  and in  compliance  with the
Articles of Incorporation,  be altered, amended or repealed or new Bylaws may be
adopted by the Board of Directors.

B. Provisions Contrary to or Inconsistent With Provisions of Law A.

         Any article,  section,  subsection,  subdivision,  sentence,  clause or
phrase of these  Bylaws  which,  upon being  construed  in the  manner  provided
herein,  shall  be  determined  to be  contrary  to  or  inconsistent  with  any
applicable  provisions of law, shall not apply so long as said provisions of law
shall  remain in  effect,  but such  result  shall not affect  the  validity  or
applicability  of any other portions of these Bylaws,  it being hereby  declared
that these Bylaws would have been adopted and each article, section, subsection,
subdivision,  sentence, clause or phrase thereof,  irrespective of the fact that
any one (1) or more articles, sections,  subsections,  subdivisions,  sentences,
clauses or phrases is construed to be illegal.


                           ARTICLE III. SHAREHOLDERS

A.       Annual Meeting

         Annual  meetings of the  Shareholders  shall be held for the purpose of
electing  Directors and for the  transaction  of such other business as may come
before the meeting.

B.       Special Meetings

         Special meetings of the Shareholders,  for any purpose or purposes, may
be  called  by the  President  or by any  Director,  and  shall be called by the
President  at the request of the  holders of not less than ten percent  (10%) of
all the outstanding shares of the Corporation entitled to vote at the meeting.

C.       Meetings by Telecommunications

         Shareholders may participate in any Shareholder meeting by any means of
communication  in which  all  persons  participating  can  hear  each  other.  A
Shareholder participating in a meeting by this means is considered to be present
in person at the meeting.

D.       Place of Meeting

         The Board of  Directors  may  designate  the place of  meeting  for any
annual  meeting  called by the Board of Directors.  A waiver of notice signed by
all of the  Shareholders  entitled to vote at a meeting may  designate any other
place,  either within or without the State of Utah, as the place for the holding
of such meeting.


                                                                          Page 2


E.       Notice of Meeting

         Written notice stating the place,  day and hour of the meeting,  and in
case of a special  meeting,  the  purpose or  purposes  for which the meeting is
called shall be delivered  not less than ten (10) nor more than twenty (20) days
before the date of the meeting,  by or at the  direction of the President or the
Director calling the meeting,  to each Shareholder of record entitled to vote at
such meeting.

F.       Quorum

         A majority of the  outstanding  shares of the  Corporation  entitled to
vote,  represented in person or by proxy, shall constitute a quorum at a meeting
of  Shareholders.  If  less  than a  majority  of  the  outstanding  shares  are
represented at any meeting,  a majority of the shares so represented may adjourn
the meeting from time to time without further notice.  At such adjourned meeting
at  which a  quorum  shall  be  present  or  represented,  any  business  may be
transacted  which might have been  transacted at the meeting as  originally  set
forth in the notice.  The Shareholders  present at a duly organized  meeting may
continue to transact business until adjournment,  notwithstanding the withdrawal
of enough Shareholders to leave less than a quorum.

G.       Proxies

         At all meetings of the  Shareholders,  a Shareholder may vote by proxy,
executed  in writing  by the  Shareholder.  Such  proxy  shall be filed with the
Secretary  of the  Corporation  before or at the time of the  meeting.  No proxy
shall be valid  after three (3) months  from the date of its  execution,  unless
otherwise provided in the proxy.

H.       Voting of Shares

         Each  outstanding  share  entitled to vote shall be entitled to one (1)
vote upon each matter submitted to a vote at a meeting of Shareholders.

I.       Cumulative Voting

         Cumulative  voting of  shareholders  in  elections  of directors is not
authorized.

J.       Informal Action by Shareholders

         Any action  required to be taken at a meeting of the  Shareholders,  or
any other  action  which may be taken at a meeting of the  Shareholders,  may be
taken  without a meeting if a consent in  writing,  setting  forth the action so
taken, shall be signed by all of the Shareholders  entitled to vote with respect
to the subject matter thereof.


                         ARTICLE IV. BOARD OF DIRECTORS

A.       GENERAL POWERS

         The business and affairs of the Corporation  shall be managed under the
direction  of its Board of  Directors.  The Board of Directors  shall  determine
matters of  corporate  policy and perform  such duties as are  required of it by
law.

                                                                          Page 3


B.       Number, Tenure and Qualifications

          The number of Directors  of the  Corporation  shall be five (5).  Each
Director  shall  hold  office  until a  successor  shall have been  elected  and
qualify. Directors need not be residents of the State of Utah.

C.       Regular Meetings

         A regular  meeting  of the  Board of  Directors  shall be held  without
notice,  immediately  after,  and at the same  place as the  annual  meeting  of
Shareholders.  The Board of Directors may provide,  by  resolution  the time and
place, either within or without the State of Utah, for the holding of additional
regular meetings without other notice than such resolution.

D.       Special Meetings

         Special  meetings of the Board of Directors  may be called by or at the
request  of the  President  or any two (2)  Directors.  The  person  or  persons
authorized  to call  special  meetings of the Board of  Directors  shall fix the
place for holding any special meeting of the Board of Directors called by them.

E.       Notice

         Notice of any special  meeting shall be given at least two (2) business
days prior thereto by written notice  delivered  personally,  faxed or mailed to
each  Director at his  business  address.  Any  Director may waive notice of any
meeting.  The attendance of a Director at a meeting shall constitute a waiver of
notice of such  meeting,  except  where a  Director  attends  a meeting  for the
express  purpose of objecting  to the  transaction  of any business  because the
meeting  is  not  lawfully  called  or  convened.  Neither  the  business  to be
transacted at nor the purpose of any regular or special  meeting of the Board of
Directors need be specified in the notice or waiver of notice of such meeting.

F.       Quorum

         A majority of the Directors then elected shall  constitute a quorum for
the  transaction  of business at any meeting of the Board of  Directors,  but if
less than such  majority are present at a meeting,  a majority of the  Directors
may  adjourn the  meeting  from time to time  without  further  notice.  At such
adjourned  meeting  at  which a quorum  shall be  present  or  represented,  any
business may be  transacted  which might have been  transacted at the meeting as
originally  set forth in the notice.  The Directors  present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough Directors to leave less than a quorum.

G.       Manner of Acting

         The act of the majority of the Directors  present at a meeting at which
a quorum is present shall be the act of the Board of  Directors.  Minutes of the
proceedings of Board of Directors'  meetings shall be prepared and shall be made
available to the Shareholders.

                                                                          Page 4


H. Chairman of the Board - Powers and Duties

         The Chairman of the Board of Directors, if there be one, shall have the
power to preside at all meetings of the Board of  Directors  and shall have such
other powers and shall be subject to such other duties as the Board of Directors
may from time to time prescribe.

I.       Removal

         At any special meeting of the  Shareholders  duly called as provided in
these  Bylaws,  any Director or Directors  may, by the  affirmative  vote of the
holders of a majority of all shares of stock  outstanding  and  entitled to vote
for the election of  Directors,  be removed from office,  either with or without
cause, and his successor or their successors may be elected at such meeting.

J.       Resignation

         A Director may resign at any time by giving written notice to the Board
of Directors and the President.  Unless otherwise  specified in the notice,  the
resignation  shall take  effect  upon  receipt  thereof  by the  Board,  and the
acceptance of the resignation shall not be necessary to make it effective.

K.       Vacancies

         Any vacancy  occurring in the Board of  Directors  may be filled by the
affirmative  vote of a majority of the remaining  Directors,  though less than a
quorum of the Board of Directors.  A Director elected to fill a vacancy shall be
elected for the unexpired term of his predecessor in office. Any directorship to
be filled by reason of an increase in the number of Directors shall be filled by
election at an annual meeting or at a special meeting of Shareholders called for
that purpose,  unless at such meeting the  Shareholders  delegate the filling of
such vacancy to the Board of Directors.

L.       Compensation

         No compensation  shall be paid to Directors for their services as such,
but by  resolution of the Board of Directors a fixed sum and expenses for actual
attendance  at each regular or special  meeting of the Board of Directors may be
authorized. Nothing herein contained shall be construed to preclude any director
from serving the  Corporation in any other  capacity and receiving  compensation
therefore.

M.       Presumption of Assent

         A Director of the  Corporation who is present at a meeting of the Board
of  Directors,  at which  action on any  corporate  matter  is  taken,  shall be
presumed  to have  assented  to the action  taken  unless his  dissent  shall be
entered in the  minutes  of the  meeting,  or unless he shall  file his  written
dissent to such action with the person  acting as the  Secretary  of the meeting
before the adjournment thereof, or shall forward such dissent by registered mail
to the Secretary of the  Corporation  immediately  after the  adjournment of the
meeting.  Such right to dissent shall not apply to a Director who voted in favor
of such action.

                                                                          Page 5


N.       Informal Action by Directors

         Any action  required  or  permitted  to be taken at any  meeting of the
Board of  Directors  or  committee  thereof may be taken  without a meeting if a
written  consent  thereto  is  signed  by all  Members  of the  Board  or of the
Committee,  as the  case may be,  and such  written  consent  is filed  with the
minutes of proceedings of the Board or Committee.

O.       Directors Conduct

         No  contracts or other  transactions  between the  Corporation  and any
other trust,  organization or corporation  shall be void by the fact that any of
the  Directors  of the  Corporation  are  financially  or  otherwise  interested
therein,   or  are  trustees,   directors  or  officers  of  such  other  trust,
organization or corporation.

         Any Director,  individually,  or any trust, organization or corporation
with  which  any  Director  may  be  associated,  may  be a  party  to or may be
financially  or otherwise  interested  in any contracts or  transactions  of the
corporation,  provided  that the fact  that he or such  trust,  organization  or
corporation is so interested, shall be disclosed or shall have been known to the
Board of Directors or a majority thereof.

         Any  Director  of the  Corporation  who is also a trustee,  director or
officer of such other trust, organization or corporation or who is so interested
may be counted in  determining  the  existence of a quorum at any meeting of the
Board of Directors of the  Corporation  which shall authorize any such contracts
or  transactions  with  like  force and  effect as if he were not such  trustee,
director or officer of such other trust, organization or corporation,  or not so
interested.

         In all other  matters,  the general  standards of conduct for Directors
shall be governed by the applicable laws of the state of Utah.

                              ARTICLE V. OFFICERS

A.       NUMBER

         The  Officers of the  Corporation  may consist of a  President,  a Vice
President,  a Secretary  and a  Treasurer,  each of whom shall be elected by the
Board of Directors.  Such other officers and assistant officers as may be deemed
necessary may be elected or appointed by the Board of Directors.  Any two (2) or
more offices may be held by the same individual.

B.       Election and Term of Office

         The Officers of the Corporation  shall be elected annually by the Board
of Directors beginning at the first meeting of the Board of Directors held after
each annual  meeting of the  Shareholders.  Each Officer shall hold office until
his successor  shall have been duly elected and shall have  qualified,  or until
his death or until he shall  resign or shall  have been  removed  in the  manner
hereinafter provided.


                                                                          Page 6


C.       Removal

         Any Officer or agent elected or appointed by the Board of Directors may
be  removed  by the  Board of  Directors  whenever,  in its  judgment,  the best
interests of the Corporation would be served thereby,  but such removal shall be
without prejudice to the contract rights, if any, of the person so removed.

D.       Vacancies

         A  vacancy  in any  office  because  of  death,  resignation,  removal,
disqualification or otherwise,  the duties of such Officer shall be performed by
the  President,  if that position has been filled by the Board of Directors,  or
may be filled by the Board of Directors for the unexpired portion of the term.

E.       President

         If  there  is no  Chief  Executive  Officer  elected  by the  Board  of
Directors,  the  President  shall  be the  principal  executive  officer  of the
Corporation,  and  subject  to the  control of the Board of  Directors  shall in
general  supervise and control all of the business  affairs of the  Corporation.
The President  shall have power to assign work,  hire and  discharge  employees,
determine the compensation of employees,  purchase  supplies,  allocate vacation
periods, grant leaves to employees,  collect outstanding accounts,  borrow money
in the ordinary  course of business and to do all acts  necessary to the conduct
of the  business of the  Corporation.  He shall,  when  present,  preside at all
meetings of the  Shareholders  and of the Board of Directors.  He may sign, with
the Secretary or any other proper  officer of the  Corporation  so authorized by
the Board of Directors,  certificates for shares of the Corporation,  any deeds,
mortgages,  bonds,  contracts, or other instruments which the Board of Directors
have  authorized to be executed  except in cases where the signing and execution
thereof  shall be  expressly  delegated  by the Board of  Directors  or by these
Bylaws to some other Officer or agent of the Corporation or shall be required by
law to be otherwise signed or executed,  and in general shall perform all duties
as may be prescribed by the Chief Executive  Officer and Board of Directors from
time to time.

F.       The Vice President

         In the absence of the President or in the event of his death, inability
or refusal to act, the Vice President shall assume the day-to-day  duties of the
President  and shall have power to assign work,  hire and  discharge  employees,
determine the compensation of employees,  purchase  supplies,  allocate vacation
periods, grant leaves to employees, collect outstanding accounts and do all acts
necessary to the conduct of business in the ordinary course. Other powers of the
President set forth in these Bylaws shall be performed by the Vice  President in
the absence of the  President  only with the approval of the Board of Directors.
The Vice  President  at all times shall  perform such duties as are from time to
time assigned by the President.

G.       The Secretary

         The Secretary shall:

         1.       Keep the minutes of the  Shareholders' and Board of Directors'
                  meetings in one (1) or more books provided for that purpose;

                                                                          Page 7


         2.       See that all  notices  are duly given in  accordance  with the
                  provisions of these Bylaws or as required by law;

         3.       Keep  a  register   of  the  post   office   address  of  each
                  Shareholder, which shall be furnished to the Secretary by each
                  Shareholder;

         4.       Sign with the  President or Vice  President  certificates  for
                  shares of the  Corporation,  the  issuance of which shall have
                  been authorized by resolution of the Board of Directors;

         5.       Have  general  charge  of  the  share  transfer  books  of the
                  Corporation; and

         6.       In  general,  perform  all  duties  incident  to the office of
                  Secretary  and such  other  duties as from time to time may be
                  assigned by the President or by the Board of Directors.

H.       The Treasurer

         If required by the Board of Directors,  the Treasurer shall give a bond
for the  faithful  discharge  of his duties in such sum and with such  surety or
sureties as the Board of  Directors  shall  determine.  He shall have charge and
custody of and be responsible  for all funds and securities of the  Corporation,
receive and give receipts for monies due and payable to the Corporation from any
source  whatsoever and deposit all such monies in the name of the Corporation in
such  banks,  trust  companies  or other  depositories  as shall be  selected in
accordance with the provisions of Article 5 of these Bylaws. The Treasurer shall
perform such other duties as from time to time may be assigned by the President,
Vice President and Board of Directors.

I.       Salaries

         The  salaries of the  Officers  shall be fixed from time to time by the
Board of Directors and no Officer shall be prevented  from receiving such salary
by reason of the fact that he is also a Director of the Corporation.


                          ARTICLE VI. GENERAL MANAGER

         The Board of Directors may employ and appoint a General Manager who may
or may not be one of the Officers or Directors of the  Corporation.  The General
Manager shall be the Chief Operating  Officer of the Corporation and, subject to
the directions of the Board of Directors, shall:

         1.       Have  general  charge  of  the  business   operations  of  the
                  Corporation  and general  supervision  over its  employees and
                  agents;

         2.       Employ all  employees  of the  Corporation,  or delegate  such
                  employment to subordinate  officers,  and shall have authority
                  to discharge any person so employed;

                                                                          Page 8


         3.       Make a report to the  President and  Directors  quarterly,  or
                  more often if required to do so,  setting  forth the result of
                  the  operations  under his charge  together  with  suggestions
                  looking to the  improvement and betterment of the condition of
                  the Corporation; and

         4.       Perform  such  other  duties as the Board of  Directors  shall
                  require.


               ARTICLE VII. CONTRACTS, LOANS, CHECKS AND DEPOSITS

A.       CONTRACTS

         The Board of Directors may authorize any officer or officers,  agent or
agents to enter into any contract or execute and deliver any  instrument  in the
name of and on behalf of the  Corporation,  and such authority may be general or
confined to specific instances.

B.       Loans

         The Board of Directors  shall have the following  powers or duties with
respect to the lending of funds:

         1.       To lend money in  furtherance  of any of the  purposes  of the
                  Corporation,   to  invest  and   reinvest  the  funds  of  the
                  Corporation  from  time  to  time  and to take  and  hold  any
                  property  as  security  for the  payment of funds so loaned or
                  invested.

         2.       To sign all  checks,  drafts or other order for the payment of
                  money, notes or other evidences of indebtedness  issued in the
                  name of the  Corporation by such officer(s) or agent(s) of the
                  Corporation  and in such  manner as shall from time to time be
                  determined by resolution of the Board of Directors.

         3.       All funds of the Corporation  not otherwise  employed shall be
                  deposited  from time to time to the credit of the  Corporation
                  in such banks,  trust  companies or other  depositories as the
                  Board of Directors may select.


            ARTICLE VIII. CERTIFICATES FOR SHARES AND THEIR TRANSFER

A.       CERTIFICATES FOR SHARES

         Certificates  representing  shares of the Corporation  shall be in such
form as shall be determined by the Board of Directors.  Such certificates  shall
be signed by the President and by the  Secretary.  All  certificates  for shares
shall be consecutively numbered or otherwise identified. The name and address of
the person to whom the shares represented thereby are issued, with the number of
shares and date of issue,  shall be entered on the share transfer records of the
Corporation.  All certificates surrendered to the Corporation for transfer shall
be cancelled and no new certificate shall be issued until the former certificate
for a like number of shares shall have been  surrendered  and cancelled,  except
that in case of a lost,  destroyed  or mutilated  certificate,  a new one may be
issued  therefore  upon such terms and  indemnity to the  Corporation  as herein
provided.


                                                                          Page 9


B.       Lost, Stolen or Destroyed Certificates

         The Corporation shall issue a new stock certificate in the place of any
certificate theretofore issued where the holder of record of the certificate:

         1.       Claim.  Makes proof in  affidavit  form that it has been lost,
                  destroyed or wrongfully taken;

         2.       Timely  Request.  Requests the  issuance of a new  certificate
                  before the  Corporation  has notice that the  certificate  has
                  been  acquired  by a  purchaser  for  value in good  faith and
                  without notice of any adverse claim;

         3.       Bond.  Gives a bond in such  form,  and with  such  surety  or
                  sureties,  with fixed or open penalty,  as the Corporation may
                  direct,  to indemnify the  Corporation  against any claim that
                  may be made on account of the  alleged  loss,  destruction  or
                  theft of the certificates; and

         4.       Other    Requirements.    Satisfies   any   other   reasonable
                  requirements  imposed by the Corporation not inconsistent with
                  applicable law.

         When a certificate  has been lost,  apparently  destroyed or wrongfully
taken,  and the  holder  of  record  fails to notify  the  Corporation  within a
reasonable  time  after  he,  she or it had  notice of it,  and the  Corporation
registers  a  transfer  of the shares  represented  by this  certificate  before
receiving such  notification,  the holder of record is precluded from making any
claim against the Corporation for the transfer or for a new certificate.

C.       Transfer of Shares

         Transfer of shares of the  Corporation  shall be made only on the share
transfer  records of the  Corporation  by the holder of record thereof or by his
legal  representative,  who  shall  furnish  proper  evidence  of  authority  to
transfer,  or by his attorney  thereunto  authorized  by power of attorney  duly
executed and filed with the Secretary of the  Corporation,  and on surrender for
cancellation of the certificate for such shares. The person in whose name shares
stand on the books of the  Corporation  shall be deemed by the Corporation to be
the owner thereof for all purposes.

D.       Transfer Defined

         As used in this  Agreement,  to  "Transfer"  Shares of the  Corporation
shall mean to dispose of or assign, with or without  consideration,  voluntarily
or  involuntarily,  any legal or equitable  interest in such Shares.  A Transfer
shall  include,   without   limitation,   a  sale,   gift,   exchange,   pledge,
hypothecation,  encumbrance,  transfer in trust or contract or option to sell or
transfer.

                                                                         Page 10



                             ARTICLE IX. ACCOUNTING

         Full and accurate  books of account  shall be kept in  accordance  with
generally  accepted  accounting  practices.  Such  books  of  account  shall  be
available for inspection by any Shareholder at all reasonable times.

                           ARTICLE X. INDEMNIFICATION

A.       THIRD PARTY ACTIONS

         The Corporation  shall indemnify any person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative or investigative,
including  all appeals  (other than an action,  suit or  proceeding by or in the
right of the  Corporation)  by reason of the fact that he is or was a  director,
officer or employee of the  Corporation,  or is or was serving at the request of
the  Corporation  as  a  director,  trustee,  officer  or  employee  of  another
Corporation,  partnership,  joint venture,  trust or other  enterprise,  against
expenses including attorneys' fees,  judgments,  decrees,  fines,  penalties and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action,  suit or  proceeding if he acted in good faith and in a manner
which he  reasonably  believed to be in or not opposed to the best  interests of
the Corporation  and, with respect to any criminal action or proceeding,  had no
reasonable  cause to believe his conduct was unlawful.  The  termination  of any
action, suit or proceeding by judgment, order, settlement,  conviction or upon a
plea of NOLO  CONTENDERE  or its  equivalent,  shall  not of  itself,  create  a
presumption  that the person did not act in good faith and in a manner  which he
reasonably  believed  to be in or  not  opposed  to  the  best  interest  of the
Corporation  and,  with  respect  to any  criminal  action  or  proceeding,  had
reasonable cause to believe that his conduct was unlawful.

B.       Derivative Actions

         The Corporation  shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit,  including all appeals, by or in the right of the Corporation to procure a
judgment  in its  favor  by  reason  of the fact  that he is or was a  director,
officer or  employee  of the  Corporation  as a  director,  trustee,  officer or
employee of another  Corporation,  partnership,  joint  venture,  trust or other
enterprise,  against expenses including  attorneys' fees actually and reasonably
incurred by him in  connection  with the defense or settlement of such action or
suit if he acted in good faith and in a manner he  reasonably  believed to be in
or not  opposed  to the  best  interests  of the  Corporation,  except  that  no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such person shall have been finally  adjudged to be liable for  negligence
or misconduct in the performance of his duty to the Corporation  unless and only
to the extent  that the court in which  such  action or suit was  brought  shall
determine upon application  that despite the  adjudication of liability,  but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as such court shall deem proper.


                                                                         Page 11


C.       Rights After Successful Defense

         To the extent that a director,  trustee,  officer or employee  has been
successful  on the  merits  or  otherwise  in  defense  of any  action,  suit or
proceeding referred to in Article 10.1 or 10.2 or in defense of any claim, issue
or matter therein, he shall be indemnified against expenses including attorneys'
fees, actually and reasonably incurred by him in connection therewith.

D.       Other Determination of Rights

         Except in a situation  governed by Article  10.3,  any  indemnification
under  Article  10.1 or 10.2,  unless  ordered by a court,  shall be made by the
Corporation  only as authorized in the specific case upon a  determination  that
indemnification of the director,  trustee,  officer or employee is proper in the
circumstances because he has met the applicable standard of conduct set forth in
Article 10.1 or 10.2. Such determination shall be made:

         1.       By a majority vote of directors acting at a meeting at which a
                  quorum  consisting  of directors  who were not parties to such
                  action, suit or proceeding is present;

         2.       If such a quorum is not obtainable or even if obtainable and a
                  majority of disinterested  directors so direct, by independent
                  legal  counsel  compensated  by the  Corporation  in a written
                  opinion; or

         3.       By the  affirmative  vote in person or by proxy of the holders
                  of a majority of the shares  entitled to vote in the  election
                  of  directors,  without  regard  to  voting  power  which  may
                  thereafter exist upon a default, failure or other contingency.

         E.       Advances of Expenses

         Expenses of each person  indemnified  hereunder incurred in defending a
civil,  criminal,  administrative or investigative  action,  suit or proceedings
including all appeals thereof,  may be paid by the Corporation in advance of the
final disposition of such action,  suit or proceeding as authorized by the Board
of Directors,  whether a disinterested  quorum exists or not, upon receipt of an
undertaking  by or on behalf of the  director,  trustee,  officer or employee to
repay such amount unless it shall  ultimately be determined  that he is entitled
to be indemnified by the Corporation.

F.       Non-exclusiveness; Heirs

         The  indemnification  provided  by this  Article  shall  not be  deemed
exclusive  of any other  rights to which those  seeking  indemnification  may be
entitled as a matter of law or under the Articles,  these Bylaws, any agreement,
vote of Shareholders,  any insurance  purchased by the Corporation or otherwise,
both as to action in his official  capacity and as to action in another capacity
while holding such office and shall continue as to a person who has ceased to be
director,  trustee,  officer or  employee  and shall inure to the benefit of the
heirs, executors and administrators of such a person.

                                                                         Page 12


G.       Purchase of Insurance

         The  Corporation  may purchase and maintain  insurance on behalf of any
person who is or was a director,  officer or employee of the Corporation,  or is
or was serving at the request of the Corporation as a director, trustee, officer
or employee of another corporation,  partnership,  joint venture, trust or other
enterprise against any liability asserted against him and incurred by him in any
such  capacity,  or  arising  out of his  status  as  such,  whether  or not the
Corporation  would have the power to indemnify him against such liability  under
the provisions of this Article or under Utah law.


                             ARTICLE XI. DIVIDENDS

         The  Board  of  Directors  may  from  time  to  time  declare,  and the
Corporation may pay dividends on its  outstanding  shares in the manner and upon
the terms and conditions provided by law and its Articles of Incorporation.


                          ARTICLE XII. GENERAL COUNSEL

         The Board of Directors  may appoint a General  Counsel who shall advise
and represent the Corporation generally in all legal matters and proceedings and
shall act as counsel to the Board of Directors and the Executive Committee.  The
General Counsel may sign and execute pleadings, powers of attorney pertaining to
legal matters and any other contracts and documents in the regular course of his
duties.


                         ARTICLE XIII. WAIVER OF NOTICE

         Whenever  any  notice is  required  to be given to any  Shareholder  or
Director of the  Corporation  under the  provisions of these Bylaws or under the
provisions of the Articles of Incorporation or under the provisions of Utah law,
a waiver  thereof,  in writing  and signed by the person or persons  entitled to
such notice,  whether before or after the time stated  therein,  shall be deemed
equivalent to the giving of such notice.


                        ARTICLE XIV. GENERAL PROVISIONS

A.       HEADINGS

         All headings  set forth in these  Bylaws are  intended for  convenience
only and shall not control or affect the meaning,  construction or intent hereof
or any provision hereof.

B.       Gender

         As used herein,  all pronouns  shall include the  masculine,  feminine,
neuter, singular and plural thereof, wherever the context and facts require such
construction.

                                                                         Page 13


C.       Governing Law and Jurisdiction

         These Bylaws and the application or  interpretation  thereof,  shall be
governed  exclusively  by its terms  and by the laws of the  State of Utah.  The
parties agree that in any action  relating to or arising from these Bylaws,  the
courts of the State of Utah are hereby  designated the proper  jurisdiction  and
venue to hear such action.


                            CERTIFICATE OF SECRETARY


I, the undersigned, do hereby certify:

         1. That I am the duly elected and acting Secretary of MicroCor, Inc., a
Utah corporation; and

         2. That these Bylaws  constitute the Bylaws of said Corporation as duly
adopted by the Board of Directors thereof as of the 1st day of September, 2004.


/s/ Richard Bruggeman
Secretary













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