SECURED CONVERTIBLE PROMISSORY NOTE


$ 80,004                                                    Salt Lake City, Utah
                                                   Effective as of March 6, 2006
1.       PROMISE TO PAY.

         FOR VALUE  RECEIVED,  MICROCOR,  INC.,  A UTAH  CORPORATION  ("Maker"),
         promises  to pay to the  order  of  Wescor,  Inc.,  a Utah  corporation
         ("Holder"),  at 459 South Main,  Logan,  Utah  84321,  or at such other
         place as the Holder may from time to time designate in writing, amounts
         designated as Minimum  Royalty  Advances,  or so much thereof as may be
         disbursed to, or for the benefit of the Borrower by Lender  pursuant to
         the terms and conditions of a separate Loan Agreement  between Borrower
         and  Lender as  described  more  fully in  Section 2 below  (the  "Loan
         Agreement").  It is the intent of the  Borrower  and Lender that Lender
         shall advance to Borrower the amount of $6,667 per month  commencing on
         the  Effective  Date  hereof for a period of twelve  months for Minimum
         Royalty Advances as defined in the Loan Agreement.  and such additional
         amounts as may be agreed upon by the parties in writing.

         Subject to the  provisions  of the Loan  Agreement,  the  principal and
         accrued interest  hereunder shall be repaid by Borrower to Lender on or
         before the maturity date. This Note,  sometimes  referred to herein and
         in the Loan Documentation as the Minimum Royalty Advance Note evidences
         the Minimum Royalty  Advances (the "Minimum Royalty Advance Loan") from
         Holder to Maker.

2.       LOAN AGREEMENT.

         This  Note has been  executed  and  delivered  by  Maker to  Holder  in
         conjunction  with a separate  Loan  Agreement  between Maker and Holder
         which  sets  forth  the  terms  and  conditions  of the loan to be made
         hereunder and other  agreements of the parties.  This Note shall at all
         times  be  governed  by and  construed  in  accordance  with  the  Loan
         Agreement.   All  defined  terms  contained  herein  if  not  otherwise
         identified  shall  have  the  same  meaning  as  contained  in the Loan
         Agreement.

3.       CONVERTIBILITY.

         This Note, at the election of Holder,  shall be convertible into shares
         of Maker's  existing  common stock upon the  occurrence of a Conversion
         Event. At such time,  upon election and notice by Holder to Maker,  all
         or any  portion of the  outstanding  principal  and  accrued and unpaid
         interest  then due on this Note shall be converted  (the  "Conversion")
         into fully paid and nonassessable common stock of Maker at a conversion
         price  equal  to the  Conversion  Price.  Provided,  however,  that  no
         fractional  shares shall be issued.  Upon  complete  conversion  of the
         amounts  outstanding  on this Note,  Maker  shall pay to Holder cash in
         lieu of any  fractional  shares.  Such  Conversion  shall be subject to
         compliance with all applicable  securities laws and the execution of an
         Exchange Agreement approved by Maker's counsel.

4.       SECURITY.

         This Note is secured by, among other  things,  the  Security  Agreement
         dated as of even date  herewith  which  creates a lien on that  certain
         property  described  therein.  This Note,  the Loan  Agreement  and the
         Security Agreement are defined herein as the "Loan Documents."

5.       MATURITY DATE.

         Absent the occurrence of an Event of Default  hereunder or under any of
         the Loan Documents,  the unpaid principal  balance hereof and all other
         amounts payable by Maker under the terms of the Loan  Documents,  shall
         be due and  payable  on March 6, 2008  (the  "Maturity  Date").  If the
         Maturity Date should fall (whether by  acceleration  or otherwise) on a
         day that is not a business day,  payment of the  outstanding  principal
         shall be made on the next succeeding business day.

6.       PAYMENT AND PREPAYMENT.

         (A)        At such  time and  from  time to time as  Maker  shall  have
                    generated  revenues  in  excess  of  working  capital  needs
                    ("Excess  Revenues"),  as  determined by Maker's  Board,  on
                    which  Holder shall have a  representative,  Maker shall pay
                    any such Excess  Revenues  to Holder as payments  toward the
                    amounts owing hereunder.

         (b)      Subject to any limitations and penalties contained in the Loan
                  Documents,  Maker may prepay the Loan, in whole or in part, at
                  any time without penalty or premium.

         (c)      Maker shall not be entitled to reborrow amounts prepaid.

5.       INTEREST.

         (a)      This Note shall accrue  interest at an annual rate of interest
                  equal  to two (2)  percentage  points  above  the  prime  rate
                  published  on a daily basis in The Wall Street  Journal as the
                  prime  rate may be  modified  from  time to time  (the  "Prime
                  Rate").

         (b)      Upon the occurrence of an Event of Default (and so long as the
                  Event of Default  shall  continue),  interest will accue at an
                  annual  rate of  interest  equal to the  Prime  Rate plus four
                  percent (4%) (the "Default Interest Rate").

8.       LAWFUL MONEY.

         All amounts  payable under this Note are payable in lawful money of the
United States of America.

9.       APPLICATION OF PAYMENTS/LATE CHARGE.

         (a)      Unless otherwise agreed to, in writing,  or otherwise required
                  by applicable law, payments will be applied first, to payments
                  made by Holder to preserve any collateral  securing this Note;
                  second,  to any other payments made by Holder and provided for
                  in this  Note or in any  documents  securing  payment  of this
                  Note;  third  to any  late  charges;  fourth,  to any  accrued
                  interest; and fifth, to principal.  All payments due hereunder
                  shall be made (i) without  deduction of any present and future
                  taxes, levies, imposts,  deductions,  charges or withholdings,
                  all of which amounts shall be paid by Maker,  and (ii) without
                  any other set off.

         (b)      Upon default,  including  failure to pay upon final  maturity,
                  Holder, at its option, may also, if permitted under applicable
                  law, increase the applicable interest rate on this Note to the
                  Default  Interest  Rate. All such interest shall be calculated
                  on the basis of a 365-day  year.  The  interest  rate will not
                  exceed the maximum rate permitted by applicable law.

10.      EVENT OF DEFAULT.

         The  occurrence of any of the following  shall be deemed to be an event
         of default ("EVENT OF DEFAULT") hereunder:

         (a)      Failure  by  Maker  to  pay  any  monetary   amount  when  due
                  hereunder,  and failure to cure such  default  within ten (10)
                  days;

         (b)      Failure by Maker to perform  any other  obligation  under this
                  Note,  and failure to cure such default  within ten (10) days;
                  or

         (c)      The  occurrence  of an Event of Default under any of the other
                  Loan Documents.

11.      REMEDIES.

         Upon the  occurrence of an Event of Default,  and after any  applicable
         cure  period,  at the  option of the  Holder,  the  entire  balance  of
         principal  together with all accrued  interest  thereon,  and all other
         amounts payable by Maker under the Loan Documents shall, without demand
         or notice,  immediately become due and payable.  Upon the occurrence of
         an  Event  of  Default  (and so long as such  Event  of  Default  shall
         continue),  the entire balance of principal  hereof,  together with all
         accrued interest  thereon,  all other amounts due, and any judgment for
         such principal,  interest, and other amounts shall bear interest at the
         Default  Interest  Rate. No delay or omission on the part of the Holder
         in  exercising  any right under this Note shall  operate as a waiver of
         such right.  Anything in this Note,  the Loan Agreement or the Security
         Agreement to the contrary notwithstanding,  Holder's sole remedy in the
         event of default shall be to proceed against the Collateral

12.      WAIVER.

         Maker  hereby waive  diligence,  demand for  payment,  presentment  for
         payment,  protest,  notice of nonpayment,  notice of protest, notice of
         intent to accelerate,  notice of acceleration,  notice of dishonor, and
         notice of  nonpayment,  and all other  notices  or  demands of any kind
         (except  notices  specifically  provided for in the Loan Documents) and
         expressly  agree that,  without in any way  affecting  the liability of
         Maker,  the Holder may extend any maturity date or the time for payment
         of any installment due hereunder,  otherwise modify the Loan Documents,
         accept additional security,  release any person liable, and release any
         security or guaranty. .

13.      CHANGE, DISCHARGE, TERMINATION, OR WAIVER.

         No provision of this Note may be changed,  discharged,  terminated,  or
         waived except in a writing signed by the party against whom enforcement
         of the change, discharge,  termination, or waiver is sought. No failure
         on the part of the  Holder to  exercise  and no delay by the  Holder in
         exercising  any right or remedy  under this Note or under the law shall
         operate as a waiver thereof.


15.      SEVERABILITY.

         If any provision of this Note is unenforceable,  the  enforceability of
         the other  provisions  shall not be affected  and they shall  remain in
         full force and effect,  provided the essential purposes of the Note are
         not impaired..

16.      INTEREST RATE LIMITATION.

         Holder and Maker agree that none of the terms and provisions  contained
         herein or in any of the Loan  Documents  shall be construed to create a
         contract  for the use,  forbearance  or  detention  of money  requiring
         payment of interest at a rate in excess of the  maximum  interest  rate
         permitted  to be  charged  by the laws of the  State  of Utah.  In such
         event, if any holder of this Note shall collect monies which are deemed
         to constitute  interest  which would  otherwise  increase the effective
         interest  rate on this  Note to a rate in excess  of the  maximum  rate
         permitted to be charged by the laws of the State of Utah, all such sums
         deemed to constitute  interest in excess of such maximum rate shall, at
         the option of the Holder,  be credited to the payment of other  amounts
         payable under the Loan Documents or returned to Maker.

17.      NUMBER AND GENDER.

         In this Note the singular  shall  include the plural and the  masculine
         shall include the feminine and neuter gender, and vice versa.

18.      HEADINGS.

         Headings at the  beginning  of each  numbered  section of this Note are
         intended solely for convenience and are not part of this Note.

19.      CHOICE OF LAW.

         THIS NOTE SHALL BE GOVERNED BY AND  CONSTRUED  IN  ACCORDANCE  WITH THE
         LAWS OF THE STATE OF UTAH  WITHOUT  GIVING  EFFECT TO  CONFLICT OF LAWS
         PRINCIPLES.

20.      INTEGRATION.

         The Loan Documents contain the complete  understanding and agreement of
         the  Holder  and  Maker  and  supersede   all  prior   representations,
         warranties, agreements, arrangements, understandings, and negotiations.

21.      ATTORNEY'S FEES.

         In the event any action or  proceeding  is brought by any party against
         any other party under this  Agreement,  the  prevailing  party shall be
         entitled  to recover  attorney's  fees and costs in such  amount as the
         court may adjudge reasonable.

22.      COUNTERPARTS.

         This document may be executed and acknowledged in counterparts,  all of
         which executed and acknowledged  counterparts shall together constitute
         a single document.


23.      BINDING EFFECT.

         The Loan  Documents  will be binding upon, and inure to the benefit of,
         the Holder, Maker, and their respective successors and assigns.

24.      TIME OF THE ESSENCE.

         Time is of the  essence  with  regard  to each  provision  of the  Loan
Documents as to which time is a factor.

25.      SURVIVAL.

         The  representations,  warranties,  and  covenants  of Maker and Holder
         (Lender) in the Loan Documents shall survive the execution and delivery
         of the Loan Documents and the making of the Loan.

         IN WITNESS  WHEREOF,  Maker has executed and delivered  this Note as of
the day and year first above written.

                                        MAKER:

                                        Microcor, Inc.,
                                        a Utah Corporation


                                        By: __/s/ Wayne K Barlow_____________
                                        Its __President______________________