LOAN AGREEMENT

         This  Agreement is entered  into  effective as of the 6th day of March,
2006, between MICROCOR, INC., a Utah corporation ("Borrower"), and WESCOR, INC.,
a Utah corporation ("Lender").

         WHEREAS, Borrower has requested that Lender advance certain funds to or
on behalf of Borrower, specifically detailed as follows:

                  a.  Borrower  is  the  owner,   by  assignment  from  InMedica
         Development  Corporation,  a Utah corporation  ("InMedica") of a method
         for measuring hematocrit  non-invasively  (without drawing blood) which
         includes four (4) patents from the U.S.  Patent and  Trademark  Office,
         including a patent  entitled  "Method and Apparatus for  Non-Invasively
         Determining Hematocrit" issued by the U.S. Patent and Trademark Office,
         on June 18, 1996, as Patent No.  5,526,808 with a term of 17 years; two
         additional  patents,  5,642,734 and 6,128,518 which claim priority from
         October 4, 1990.  Borrower  has also  received  a first  office  action
         notice of allowance on a fourth  patent,  "System and Method for Invivo
         Hematocrit  Measurement  Using Impedance and Pressure  Plethysmography"
         which Borrower expects to be issued shortly. 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
         InMedica and Chi Lin  Technology  Co. Ltd. ("Chi Lin") all of which has
         been assigned and  transferred  by Chi Lin and InMedica to Borrower are
         collectively referred to herein as the "Hematocrit Technology."

                  b. Pursuant to that certain Joint Development  Agreement among
         Lender,  Borrower,  InMedica and Chi Lin (the "Development  Agreement")
         Borrower,  as the assignee of the Hematocrit  Technology from InMedica,
         is required to pay certain minimum  royalties to InMedica (the "Minimum
         Royalties").

                  c. Lender has agreed to loan to Borrower  during the months of
         March,  2006  through  February,  2007 an  amount  of up to $ 6,667 per
         month,  up to a total amount of $80,004,  in order to allow Borrower to
         pay  a  portion  of  the  Minimum   Royalties  (the  "Minimum   Royalty
         Advances").

         WHEREAS,  Lender is willing to loan the  Minimum  Royalty  Advances  to
Borrower subject to the terms and conditions of this Loan Agreement. In exchange
therefore,  Borrower  is willing to execute  and deliver to Lender a Note in the
form of Exhibit "A" attached  hereto and  incorporated  herein by this reference
(the "Minimum  Royalty  Advance Note") and to grant to Lender  certain  security
interests and otherwise comply with the terms of this Loan Agreement.

         NOW, THEREFORE, the parties hereto do hereby agree as follows:

SECTION 1.        DEFINITIONS

         1.1 Defined Terms. As used in this Agreement, the following terms shall
have the following meanings, unless the context otherwise requires:

         "Business Day" shall mean a day other than a Saturday, Sunday, or legal
         holiday for commercial banks under the laws of the State of Utah.

         "Collateral"  shall mean an assignment and security interest granted to
         Lender by Borrower covering 20% of all proceeds received by Borrower in
         the future from any  commercial  use of the  Hematocrit  Technology  or
         proceeds  of any  license  or  investment  by any party  other than the
         participants in the Joint Development Agreement;  provided however that
         such proceeds shall in no event exceed the total amount owing to Lender
         pursuant to the secured Note;.

         "Conversion Events" shall have the meaning set forth in Section 6.1.

         "Conversion Price" shall have the meaning set forth in Section 6.2.

         "Effective Date" shall be the date hereof.

         "Event of Default" shall mean any of the events  specified in Section 7
         hereof,  provided  that there has been  satisfied  any  requirement  in
         connection  with such  event  for the  giving of notice or the lapse of
         time, or the happening of any further condition, event or act.

         "Interest  Rate" shall mean the rate of interest to accrue on the Note,
         which rate shall be equal to Two (2) points above the Prime Rate.

         "Loan"  shall mean the  advance of funds to  Borrower  pursuant  to the
         terms of this Agreement and represented by the Notes.

         "Loan  Documentation"  shall mean the following  documents  executed in
         connection with this transaction: (a) this Agreement; (b) the Note; (c)
         the Security Agreement;  (d) other documentation  delivered by Borrower
         or Lender  pursuant to this  Agreement  and signed by the party against
         whom the document is intended to be enforced.

         "Note"  shall mean the  Minimum  Royalty  Advance  Note which  shall be
         convertible, upon the occurrence of certain events described herein, at
         the option of Lender, into shares of Borrower's common stock based upon
         the  amount  owing  on the  particular  Note or  Notes  at the  time of
         conversion,  including  principal,  accrued interest and penalties at a
         conversion price set forth herein.

         "Obligations"  shall mean the  principal and the interest on the Notes,
         and all other liabilities of Borrower (including  liabilities for fees,
         expenses and charges) now or hereafter arising under or out of the Loan
         Documentation.

         "Prime  Rate" shall mean an annual rate of interest  equal to the prime
         rate published on a daily basis in the Wall Street Journal,  which rate
         is subject to change from time to time.

         "Security  Agreement" shall mean the Assignment and Security  Agreement
         attached hereto as Exhibit "B."

         "Termination  Date"  shall be March 6,  2008,  being the date under the
         Loan Documentation when all unpaid principal and accrued interest shall
         be due and payable.

         1.2 Use of Defined  Terms.  All terms defined in this  Agreement  shall
have the defined  meanings when used in any Note,  certificate,  report or other
document  made or  delivered  pursuant  to this  Agreement,  unless the  context
otherwise requires.

SECTION 2.        AMOUNT AND TERMS OF LOAN

         2.1 Loan  Commitment.  Subject  to the  terms  and  conditions  of this
Agreement,  Lender  has  agreed to extend  credit to  Borrower  for the  Minimum
Royalty Advances, as provided in the Minimum Royalty Advance Note and subject to
the terms and conditions of this Agreement.

         2.2 Promissory  Notes. The Loan made pursuant to subsection 2.1 of this
Agreement shall be evidenced by the Note.

         2.3 Minimum  Payments.  As provided in the Note,  at such time and from
time to time as  Borrower  shall have  generated  revenues  in excess of working
capital  needs  ("Excess  Revenues"),  as  determined  by  Borrower's  board  of
directors,  on which Lender shall have a representative,  Borrower shall pay any
such Excess Revenues to Lender as payments toward the amounts owing on the Loan.

         2.4  Voluntary  Prepayment.  Borrower  may at its option at any time or
from time to time prepay the Notes in whole without penalty or premium.

         2.5  Payments.  All  payments  (including  prepayments)  by Borrower on
account of principal and interest shall be made to Wescor, Inc., 459 South Main,
Logan, Utah 84321.

         2.6 Computation of Interest.  Interest shall be calculated on the basis
of actual days elapsed and a year of three  hundred  sixty five days (365) days.
Any  change in the  interest  rate on the Notes  resulting  from a change in the
Prime Rate shall  become  effective  as of the opening of the same  Business Day
that such change in Prime Rate is  announced.  Lender is under no  obligation to
notify Borrower of such change.

         2.7 Use of  Proceeds.  The  proceeds  of the Loans shall be utilized by
Borrower to apply  against the Minimum  Royalties  as  described in the recitals
above.

SECTION 3.        SECURITY

         3.1 Collateral Security.  As collateral for the payment and performance
by Borrower of all of the  obligations  of Borrower  contained in this Agreement
and the Note,  Borrower  shall  grant and  convey to Lender a lien and  security
interest in the Collateral. Borrower agrees to execute and deliver to Lender the
Security Agreement.

         3.2 Other  Documentation.  Borrower  agrees  to  execute  any  security
agreements,  financing statements or equivalent security or lien instruments and
any  continuation  statements  that  Lender may  reasonably  require and further
agrees  to cause the same to be duly  recorded  and filed  whenever  Lender  may
reasonably direct.

         3.3 Obligations Secured. The security interest herein granted to Lender
by  Borrower  shall  secure all  Obligations  of Borrower  hereunder  to Lender,
including   all   covenants  to  be   performed  by  Borrower   under  the  Loan
Documentation,  and the repayment of all funds advanced to Borrower from time to
time, including future advances,  together with all accrued interest,  costs and
other fees and expenses  properly  chargeable  to Borrower  hereunder.  All such
advances  shall be  deemed  to be a Loan or Loans to  Borrower,  whether  or not
evidenced  by  instruments  or  documents  other than this  Agreement  or by the
records of Lender.

SECTION 4.        CONDITIONS OF LOAN

         4.1  Conditions  of Loan.  Lender  shall not be required to advance any
amounts of the Loan unless:

                  (a) Borrower shall have supplied to Lender the following:

                           (i)      The executed Loan Documentation;

                           (ii)  Original  documents   reasonably  requested  by
Lender.

                  (b)  Borrower  is  in  compliance   with  all  the  terms  and
         provisions set forth herein on its part to be observed or performed and
         no Event of Default as specified herein nor any event which upon notice
         or  lapse  of  time  or  both or  upon  the  further  happening  of any
         condition, event or act would constitute such an Event of Default shall
         have occurred and be continuing at the time of the Loan.

                  (c) No material,  adverse change has occurred in the condition
         of Borrower or in the condition of the Collateral.

Making of the Loan under  subsection 2.1 shall  constitute a  representation  by
Borrower that the foregoing conditions (a) through (c) have been satisfied.

         4.2  Consents  to   Assignment.   Borrower   shall  deliver  to  Lender
notifications and  acknowledgments (if required) with respect to the assignments
and  security  interests  granted  unto  Lender  by the  terms  of the  Security
Agreement.


SECTION 5.        AFFIRMATIVE COVENANTS

         Borrower  covenants and agrees as  hereinafter  set forth that,  except
with the prior written consent of Lender,  so long as the Loan is outstanding in
whole or in part:

         5.1 Notices.  Borrower  covenants  that it will  promptly  give written
notice to Lender of:

                  (a) The occurrence of any Default or Event of Default, and the
         occurrence  of any  default  under the  provisions  of any  other  loan
         agreement,  security  agreement or instrument of  indebtedness to which
         Borrower is a defaulting party.

                  (b)  Any  litigation  or  proceedings  affecting  any  of  the
         Collateral,  which,  if adversely  determined,  might have a materially
         adverse effect upon the financial condition,  business or operations of
         Borrower or the Collateral.

                  (c)  Any  dispute  between   Borrower  and  any   governmental
         regulatory  body,  or other  party which  might  materially  affect the
         Collateral  or the  transactions  contemplated  by  this  Agreement  or
         materially interferes with the normal business operation of Borrower.

                  (d) Any other  event  which  might  materially  and  adversely
         affect the Collateral.

         5.2  Compliance  with Law;  Maintenance  of Existence  and  Properties.
Borrower covenants that Borrower will pay all of its respective  obligations and
liabilities when due, including (without limitation) all taxes,  assessments and
governmental  charges or levies imposed upon it or upon its income or profits or
upon any property  belonging to it, and  maintain  appropriate  reserves for the
accrual of the same in accordance with generally accepted accounting principles;
provided,  however,  that (unless and until an event of default under any of the
Loan  Documentation)  nothing in this  subsection 5.2 shall require  Borrower to
observe or conform to any requirement of a governmental authority, or to pay any
obligation or liability,  so long as the validity  thereof shall be contested in
good faith by appropriate proceedings diligently prosecuted.

         5.3 Right to Inspect.  Borrower  will permit any person  designated  in
writing by Lender to inspect  any of the books and  records  and  operations  of
Borrower and to discuss the affairs,  finances and accounts of Borrower,  all at
such reasonably times and as often as Lender may reasonably request,  upon prior
notice to and  subject to any  reasonable  conditions  imposed by Borrower as to
confidentiality and trade secrets. As long as no Default shall have occurred and
be continuing,  such visits,  inspections  and  discussions  shall be at Lender'
expense and risk.

SECTION 6.        CONVERSION RIGHTS OF LENDER.

         6.1  Conversion  Events.  Upon the  occurrence  of any of the following
events  ("Conversion  Events"),  at the option of Lender,  Lender shall have the
right to immediately demand payment in full of the Note,  including interest and
fees as  applicable,  or to convert  the amount  then owing on the Note to newly
issued common stock of Borrower:

                  (a)  Lender  has   exercised   its  option  to  purchase   all
         outstanding  shares of Borrower  from  InMedica and Chi Lin pursuant to
         the terms of the  Development  Agreement  but shall not have  closed on
         such purchase.

                  (b) InMedica has  exercised  its right to purchase from Lender
         all  outstanding  shares of  Borrower  owned by Lender  pursuant to the
         terms of the  Development  Agreement,  which  shares to be purchased by
         InMedica  shall  include  all shares  acquired  by Lender  pursuant  to
         exercise of its conversion rights as set forth herein.

                  (c) A third party  enters into an  agreement  to purchase  all
         outstanding shares of Borrower from Lender, InMedica and Chi Lin, which
         shares to be  purchased  shall  include  all shares  acquired by Lender
         pursuant to exercise of its conversion rights as set forth herein.

                  (d) The occurrence of an uncured Event of Default as described
         in Section 7.1 subsections (c) through (i) .

         6.2 Conversion  Price. In the event that any of the events described in
Section 6.1 occur and Lender elects to convert the  outstanding  Note balance to
shares of Borrower  common stock as provided  therein,  the terms of  conversion
(the "Conversion Price") shall be as follows:

                  (a)  The  first   $40,000   owing  under  the  Note  shall  be
         convertible at a conversion price of $1.00 per share.

                  (b) All  amounts  owing  under the Note  above  $40,000  up to
         $80,000 shall be convertible at a conversion price of $1.50 per share.

                  (c) All  amounts  owing  under the Note in  excess of  $80,000
         shall be convertible at a conversion price of $ 2.00 per share.


SECTION 7.        EVENTS OF DEFAULT

         7.1 Events of Default  Defined.  If any of the following events (herein
called  "Events of Default")  shall occur and shall not have been remedied after
giving thirty (30) days written notice to Borrower (except that said thirty (30)
day  written  notice  is not  required  for the  Events  of  Default  set out in
subparagraphs (a), (g) and (h)):

                  (a)  Failure to pay any  amounts due under the Note within ten
         (10) days after  written  notice from Lender to Borrower  that any such
         sums have not been paid,  including  failure to pay the Note in full on
         or before the  Termination  Date.  Provided,  that Lender,  at its sole
         option, may extend the Termination Date.

                  (b)  Occurrence of a Conversion  Event as described in Article
         VI and failure by Borrower to perform its obligations  provided therein
         within ten (10) days after written notice from Lender to Borrower.

                  (c) Default by Borrower in the  observance or  performance  of
         any of the  covenants  or  agreements  contained  in  Section 5 of this
         Agreement,  and the continuation of the same unremedied for a period of
         thirty (30) days after notice thereof shall have been given to Borrower
         by Lender, provided, however, that if any such event is something which
         may not be cured  within  thirty (30) days,  there shall be no event of
         default if Borrower  commence action to remedy such event within thirty
         (30) days,  and  continues to proceed  diligently  and in good faith to
         remedy such event;

                  (d) Default by Borrower in the  observance or  performance  of
         any other covenant or agreement contained in the Loan Documentation and
         the continuance of the same unremedied for a period of thirty (30) days
         after notice thereof shall have been given to Borrower by Lender;

                  (e) Any of the Loan Documentation  under this Agreement shall,
         except with the prior consent of Lender,  for any reason cease to be in
         full force and effect;

                  (f) Filing by Borrower of a voluntary  petition in  bankruptcy
         or  a  voluntary   petition  or  an  answer   seeking   reorganization,
         arrangement,  readjustment  of its debts or for any other  relief under
         the Bankruptcy  Act, as amended,  or under any other  insolvency act or
         law,  state or federal,  now or  hereafter  existing,  or any action by
         Borrower  indicating their consent to, approval of, or acquiescence in,
         any such petition or  proceeding;  the  application  by Borrower or the
         appointment  by consent or  acquiescence  of, a receiver  or trustee of
         Borrower for all or a substantial part of their property; the making by
         Borrower or Dalebout of an assignment for the benefit of creditors; the
         admission of Borrower in writing of its inability to pay their debts as
         they mature;

                  (g) Filing of an  involuntary  petition  against  Borrower  in
         bankruptcy or seeking reorganization,  arrangement, readjustment of its
         debts or for any other relief under the Bankruptcy Act, as amended,  or
         under  any  other  insolvency  act or law,  state  or  federal,  now or
         hereafter  existing;  or the  involuntary  appointment of a receiver or
         trustee of Borrower or for all or a substantial part of their property;
         or the  issuance  of a warrant  of  attachment,  execution  or  similar
         process against any substantial  part of the property of Borrower;  and
         the continuance of any of such events for sixty (60) days  undismissed,
         unbonded or undischarged;

                  (h) All or any  substantial  part of the  property of Borrower
         shall be  condemned,  seized or otherwise  appropriated,  or custody or
         control of such property shall be assumed by any governmental agency or
         any court of competent jurisdiction at the instance of any governmental
         agency without just compensation or payment of value therefor and shall
         be  retained  for a period  of  thirty  (30)  days  such  that,  in the
         reasonable  estimation  of  Lender,  a  substantial  impairment  of the
         Collateral results;

                  (i) The  issuance of a writ of  attachment,  or  execution  or
         garnishment or warrant of distraint against all or any substantial part
         of the Collateral which continues  unstayed and unreleased for a period
         of sixty (60) days;


Then, and in any such event, Lender may, by notice of default given to Borrower;
(1) terminate  forthwith the Borrower's rights under the Loan Agreement;  and/or
(2) declare the Notes  outstanding  hereunder to be  forthwith  due and payable,
whereupon the principal  amount of the  outstanding  Notes together with accrued
interest thereon,  shall become immediately due and payable without presentment,
demand,  protest or other notice of any kind, all of which are hereby  expressly
waived,   anything   contained   herein   or  in  the   Note  to  the   contrary
notwithstanding;  and/or (3)  proceed to enforce any of its  remedies  under the
Loan Documentation, including this Agreement, and the Security Agreement.

         All parties  hereto do agree that this Loan  Agreement  is entered into
along with the other Documents  including the Notes and the Security  Agreement,
and further,  all parties hereto do acknowledge  that a default under any one of
the above  documents  including  the Documents  constitutes  an event of default
under  all  of the  other  Documents  including  those  listed  above  and  this
Agreement.

         7.2      Remedies.  Lender shall have the following remedies:

                  (a)  Upon  Default  by  Borrower  in any of the  covenants  or
         agreements  contained  in the  Loan  Documentation  providing  for  the
         payment  of  taxes,  or other  liens or  encumbrances  relating  to the
         Collateral,  Lender may, in its sole discretion and for its account (1)
         pay and discharge any taxes,  liens or  encumbrances on the Collateral,
         and (2) take any other  steps they may deem  necessary  to protect  its
         security  interest  in the  Collateral.  All sums  advanced  or paid by
         Lender for such  purposes  shall be payable  by  Borrower  to Lender on
         demand,  as borrowings from Lender under this  Agreement,  and shall be
         part of the Obligations.

                  (b) If an Event of Default  set forth in  Subsections  7.1 (a)
         above shall occur and be continuing,  Lender's  remedy shall be limited
         to collection of amounts due under the Collateral. Borrower agrees that
         in such event Lender shall have, to the extent  permitted by applicable
         law,  the  right  to send  notice  to any and  all  parties  who may be
         obligated to pay Borrower any  consideration  for the commercial use of
         the Hematocrit Technology,  to advise such parties that Lender claims a
         security  interest in proceeds to be paid  Borrower for any  commercial
         use of the Hematocrit Technology.  The proceeds of the Collateral shall
         be applied to the  satisfaction  of the  Obligations  then due and only
         after such  application  of the  proceeds  and the payment of any other
         amounts  required  by  applicable  law  shall  Lender  pay any  surplus
         proceeds  to  Borrower.  Borrower  agrees that if any  notification  of
         intended  disposition of any of the Collateral is required by law, such
         notification shall be deemed reasonably and properly given if deposited
         in the mails,  first class  postage  prepaid,  addressed as provided in
         Section 8.1 of this Agreement.

                  (c) If an Event of Default  set forth in  Subsections  7.1 (b)
         through (i) above shall occur and be continuing, Lender may declare the
         Obligations  to be  immediately  due  and  payable,  whereupon  all the
         Obligations   (and  any  Notes   evidencing   the  same)  shall  become
         immediately due and payable,  without presentment,  demand,  protest or
         other notice of any kind and Lender may exercise all remedies available
         at law.  Without  limiting the  generality of the  foregoing,  Borrower
         agrees that in such event Lender shall have, to the extent permitted by
         applicable law, the right to send notice to any and all parties who may
         be obligated to pay Borrower any  consideration  for the commercial use
         of the Hematocrit Technology, to advise such parties that Lender claims
         a security  interest in proceeds to be paid Borrower for any commercial
         use of the Hematocrit Technology.  The proceeds of the Collateral shall
         be applied to the  satisfaction  of the  Obligations  then due and only
         after such  application  of the  proceeds  and the payment of any other
         amounts  required  by  applicable  law  shall  Lender  pay any  surplus
         proceeds  to  Borrower.  Borrower  agrees that if any  notification  of
         intended  disposition of any of the Collateral is required by law, such
         notification shall be deemed reasonably and properly given if deposited
         in the mails,  first class  postage  prepaid,  addressed as provided in
         Section 8.1 of this Agreement.

                  (d) Borrower hereby waives presentment, demand, protest or any
         notice of any kind in connection with the Note.

         7.3 No Waiver;  Cumulative Remedies. No failure or delay on the part of
Lender in exercising any right,  power or privilege  hereunder or under any Note
shall operate as a waiver thereof,  nor shall any single or partial  exercise of
any right,  power or  privilege  hereunder or  thereunder  preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
The rights and remedies  herein provided are cumulative and not exclusive of any
rights or remedies provided by law.

SECTION 8.        MISCELLANEOUS

         8.1  Notices.  Any  Notice  will be deemed  effective  on the date such
Notice is placed,  first class postage prepaid,  in the U.S. Mail,  addressed to
the party to which Notice is being given, as follows:

                  Borrower:                 Microcor, Inc.
                                            825 North 300 West, #420
                                            Salt Lake City, Utah 84103-1414

                  Lender:                   Wescor, Inc.
                                            459 South Main
                                            Logan, Utah 84321

                  With a copy to:           Charles R. Brown
                                            Clyde Snow Sessions & Swenson
                                            201 So. Main, Suite 1300
                                            Salt Lake City, Utah 84111

         8.2  Successors and Assigns.  This agreement  shall be binding upon and
inure to the benefit of Borrower and Lender and their respective  successors and
assigns,  except that neither party may assign or transfer its rights  hereunder
without the prior written consent of the other.

         8.3  Construction.  This  Agreement,  the Notes and all  documents  and
instruments  associated  herewith  shall  be  governed  by,  and  construed  and
interpreted in accordance  with, the laws of the State of Utah and Borrower does
hereby  irrevocably  consent to the  jurisdiction of any Utah court of competent
jurisdiction  for the purposes of  enforcement  of and the seeking of any remedy
pursuant to this Agreement and any of the Loan Documentation  including, but not
limited to the Security Agreement.

         8.4      Time is of Essence.  Time is of the essence hereof.

            8.5  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.

         8.6 Provisions Hereof Separable.  Any provision of this Agreement,  the
Notes, or other documents associated herewith, which may be found to be invalid,
shall be  deemed  separable  and  shall  not  invalidate  the  remainder  of the
provisions provided the essential purposes of said documents are not impaired..

         8.7 Other Agreements. All agreements and other documents to be supplied
to Lender hereunder, shall be in such form and substance, and Borrower agrees to
execute and deliver  such other and further  agreements  and  documents,  and to
provide  such other  information  and  documentation,  as Lender may  reasonably
require and in such form and substance as Lender may reasonably require.

         8.8  Counterparts.  This  Agreement  may be  signed  in any  number  of
counterparts,  each of which shall be deemed an original,  and such counterparts
together shall constitute one and the same instrument.

         8.9 Amendment.  This Agreement shall be deemed to express,  embody, and
supersede  any  previous  understanding,  agreements,  or  commitments,  whether
written or oral,  between the parties with respect to the general subject matter
hereof and fully and  finally to set forth the entire  agreement  between  them.
This  Agreement  may not be amended or modified  except in a writing,  signed by
Borrower and Lender.

         8.10 Miscellaneous. Any requests made or consent given hereunder at any
time by the then holder of any Note shall be binding on any  transferee  of such
Note.  The  singular  of any term used in this  Agreement  or in any of the Loan
Documents shall include the plural as appropriate.

         IN WITNESS  WHEREOF,  the parties have caused this Agreement to be duly
executed and  delivered by their proper and duly  authorized  officers as of the
date and year first above written.

                             BORROWER:

                             Microcor, Inc.,
                             a Utah Corporation


                             By: __/s/__Wayne K Barlow_________________
                             Its: _President___________________________

                             LENDER:

                             Wescor, Inc., a Utah Corporation


                             By: __/s/_Janice Wallentine______________
                             Its: _CFO________________________________