Exhibit 1



                              CONVERSION AGREEMENT

     AN  AGREEMENT  made  the  day  of ,  1996  by  and  between  the  Preferred
Stockholder  (hereinafter  "Holder")  whose name is  subscribed  below and whose
name,  address and  shareholdings  are identified on Appendix I attached hereto,
and InMedica  Development  Corporation,  a Utah corporation,  with its principal
place of  business  at 60 South 600 East,  Suite  150,  Salt  Lake  City,  Utah,
(hereinafter, "InMedica" or the "Company").

                                    RECITALS

     Whereas  the  Preferred  Stock of the  Company  by its  terms is  presently
convertible to common stock of the Company at the conversion  rate of six shares
of common stock per one share of Preferred Stock; and

     Whereas  the  Company  desires  to afford the  Holder  the  opportunity  to
consider  and  give  notice  of  conversion  as  required  by  the  Articles  of
Incorporation of the Company if the Holder desires to do so; and

     Whereas the undersigned Holder is knowledgeable regarding the business, and
affairs  of the  Company,  has had  opportunity  to ask and  receive  answers to
questions  regarding the Company,  and has reviewed or had opportunity to review
disclosure documents regarding the Company and now considers himself to be fully
informed and in possession of every material fact he deems necessary in order to
consider the  exercise of his  conversion  rights with respect to the  Preferred
Stock;

     NOW THEREFORE,  in consideration of the mutual agreements contained herein,
the parties agree as follows:

          1. Notice and  Exchange.  Holder  hereby gives notice of conversion of
his  Preferred  shares to common stock of the Company on the basis of six common
shares per each Preferred  share  presently  outstanding.  Holder will deliver a
signed copy of this agreement and his Preferred  Stock  Certificate  endorsed in
blank to the Company.


          2.  Issuance  of Shares.  Upon  receipt by the  Company of this signed
Agreement and the Preferred  Stock  certificate of the Holder,  the Company will
issue to Holder six restricted  common shares,  $.001 par value,  of the Company
for each preferred  share presently  outstanding in the preferred  shareholder's
name.

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          3. Effective Date and Dividends. Holder and the Company agree that the
exchange  transaction  contemplated by this Agreement,  shall be effective as of
November 1, 1996, upon the acceptance by the Company of the Holders'  Agreement,
notwithstanding   the  actual  date  of   delivery  of  the  stock   certificate
representing  the Shares.  The parties  further agree that the Company shall pay
dividends on the  preferred  stock to Holder only  through the third  quarter of
1996.

          4.  Conditions.  The   consummation   of   the  exchange   transaction
contemplated by this Agreement is expressly conditioned upon the satisfaction or
waiver of the following conditions precedent and subsequent:

4.1  The full and due execution and delivery of this Agreement by
Holder and the Company;

4.2 The execution and delivery by Holder of the  Questionnaire  attached to this
Agreement as Exhibit "F" and made a part hereof;

4.3 The continued accuracy and validity of the representations and warranties of
Holder set forth in Section 5 and elsewhere in this Agreement;

4.4  The approval of this Agreement by InMedica;


          5.  Representations  and  Warranties of Holder.  Holder hereby agrees,
represents and, to the extent the context shall require, warrants to the Company
as set  forth  below  and  agrees  that  such  agreements,  representations  and
warranties shall expressly survive the consummation of the exchange  transaction
contemplated  hereby and shall be  unaffected by any  investigation  made by any
party at any time;

5.1 Holder  understands  that the  Preferred  Stock is being  exchanged  and the
Shares are being issued without registration under the Federal Securities Act of
1933,  as  amended  (the  "Federal  Act"),  in  reliance  upon an  exemption  or
exemptions  available  under the Federal Act,  including  those  available under
Section 3(a)(9) and/or Section 4(2) and/or Regulation D thereof.  Holder further
understands that the Preferred Stock is being exchanged and the Shares are being
issued  pursuant  to an  exemption  from  the  registration  provisions  of  the
applicable  state laws and understands that the availability of the exemption or
exemptions from  registration  and  qualification  under the Federal Act and the
state laws depend in part upon the  accuracy of certain of the  representations,
declarations and warranties  contained  herein,  and those which are made in the
Questionnaire attached as Exhibit "F" hereto, executed by Holder with the intent
that  the  same  may be  relied  upon by the  Company  in  determining  Holder's
suitability as

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an investor in the Company.  Holder further  acknowledges  that this transaction
has not been and will not be reviewed by the Securities and Exchange  Commission
nor by the securities administrator of any state.

5.2 Holder is a resident and domiciliary, not a temporary or transient resident,
of the State shown as part of Holder's address in Holder's Questionnaire.

5.3 Holder is acquiring  the Shares to be issued for  investment  and not with a
view to the  public  resale or  distribution  thereof.  The  undersigned  has no
contract,  undertaking,  agreement  or  arrangement  with  any  person  to sell,
transfer  or pledge to such  person or  anyone  else the  Shares or any  portion
thereof or interest  therein,  and the undersigned has no present plans to enter
into such contract, undertaking, agreement or arrangement.

5.4 Holder acknowledges that the certificate  evidencing the Shares, and any and
all replacements thereof,  shall bear and be subject to legends in substantially
the  following  form  affecting the  transferability  of the Shares and that the
Company will place appropriate stop transfer orders with its transfer agent:

"The shares of stock  evidenced  by this  certificate  have not been  registered
under the Securities  Act of 1933, as amended,  and have been issued in reliance
upon  one or  more  exemptions  from  the  requirements  for  such  registration
including  an  exemption  for  non-public  offerings.   Accordingly,  the  sale,
transfer,  pledge,  hypothecation  or other  disposition of the shares evidenced
hereby or any portion thereof or interest therein may not be accomplished in the
absence of an effective  registration statement under that act, or an opinion of
counsel  satisfactory  in form and  substance  to the Company to the effect that
such a registration is not required."

5.5  Holder  further  understands  and  agrees  that if he  desires  to make any
transfer  of the Shares,  the  Company is in a position to impede such  transfer
through prior stop orders  placed with its transfer  agent or otherwise and that
the Company will promptly remove such impediments placed by it only when:

(i) The Company  has  received a  satisfactory  opinion of counsel to the effect
that the  proposed  transfer  does not  require  registration  or  qualification
pursuant to the Federal Act or the state laws by reason of an exemption provided
thereunder and a representation and agreement of the proposed transferee in form
and substance  satisfactory  to the Company,  and the Company shall have advised
Holder that such opinion,  representation  and agreement are satisfactory to the
Company; or

(ii) The Company has  received a  satisfactory  opinion of counsel to the effect
that the proposed transfer complies with the provisions

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of Rule 144 under the Federal Act and the Company  shall have advised the Holder
that such counsel and such opinion are satisfactory to the Company; or

(iii) A  Registration  statement  covering the proposed  transfer has been filed
with the Securities and Exchange Commission and has been declared effective.

5.6 Holder agrees that, in any event,  Holder will not attempt to dispose of the
Shares or any  portion or  interest  therein,  unless and until the  Company has
determined to its  satisfaction  that the proposed  disposition does not violate
the registration or qualification  requirements of the Federal Act or applicable
state laws.

5.7 Holder  understands  that the  Company has no  obligation  or  intention  to
register or qualify the Shares in order to permit  sales  thereof in  accordance
with the  registration  or  qualification  provisions  of the Federal Act or the
applicable state laws.

5.8 Holder hereby  agrees to indemnify the Company and its officers,  directors,
agents and attorneys and to hold the Company and such persons  harmless from any
liability, costs or expenses (including reasonable attorneys' fees) arising as a
result of the sale or  distribution  of the  Shares or any  portion  thereof  or
interest  therein by him in  violation  of the Federal Act or  applicable  state
laws.

5.9 Holder  agrees to  indemnify  the Company and its  officers  and  directors,
agents and attorneys and to hold the Company and such persons  harmless from and
against any and all loss,  damage,  liabilities,  costs or  expenses  (including
reasonable  attorneys'  fees)  to which  they may be put or which  they may have
incurred  by  reason  of or in  connection  with any  misrepresentation  made by
Holder,  for any breach of any of Holder's  warranties  or  Holder's  failure to
fulfill any of Holder's covenants or agreements under this Agreement.

5.10 Holder hereby  confirms that all  statements in the Holder's  Questionnaire
attached as Exhibit  "F" hereto were and remain true and correct and  undertakes
to  immediately  notify the Company of any material  changes  occurring  thereto
prior to consummation of this exchange transaction.

5.11 Holder acknowledges that Holder and/or Holder's  professional  advisor have
had the  opportunity to ask questions of, and receive  answers from the Company,
and has/have had access to all  information  concerning the terms and conditions
of this exchange and the financial and operating condition of the Company and to
obtain  additional  information  to verify  the  accuracy  of such  information.
Further,  Holder  has  reviewed  the  disclosure  materials  included  herewith,
including the financial statements contained

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therein and is familiar with their contents and further
acknowledges that Holder has had the opportunity and access to
obtain further information from the Company regarding such
financial, business and management information.  Disclosure
materials attached hereto are as follows:

Form 10-KSB for the Year Ended 12/31/95 ..........Exhibit A

Articles of Incorporation of InMedica Development
 Corporation, including Series "A" Preferred Stock
 Amendment........................................Exhibit B

Bylaws of InMedica Development Corporation........Exhibit C

Additional Material Information...................Exhibit D

Risk Factors......................................Exhibit E

Questionnaire.....................................Exhibit F

Form 10-QSB for the Quarter Ended 6/30/96.........Exhibit G

Form 8-K dated September 20, 1996.................Exhibit H

5.12 Holder  understands  that, as indicated above, the Shares to be issued will
be restricted securities and, as such, and in addition to the other restrictions
described above,  the Shares may be subsequently  transferred only in accordance
with the  provisions  of Rule 144 under the  Federal Act which  requires,  among
other things,  that the Shares be held for not less than two years, known as the
"holding period", including the tacking of any prior holding period permitted by
Rule 144.

5.13 Holder  understands that by its terms,  this exchange is made at the option
of the  Holder,  and the  Holder,  is free to accept or reject  this  Conversion
Agreement.

5.14 The number of shares of the  Preferred  Stock held by Holder as of the date
shown,  is accurate and  represents  the full number of shares of the  Preferred
Stock held by the Holder and that all dividends  owning on the  Preferred  Stock
have been paid in full and Holder waives and forever  relinquishes any dividends
on the  Preferred  Stock  accruing  following  the  third  quarter  of 1996  and
thereafter.

5.15 Holder  understands  that Larry E. Clark,  the  Company's  Chief  Executive
Officer,  purchased from Allan L. Kaminsky,  then CEO of the Company,  1,000,000
shares of the Company's common stock for $100,000 ($.10 per share) during April,
1995 and that other  transactions  or exchanges in the securities of the Company
have  occurred  in  which  the  common  stock  of  the  Company  was  valued  at
substantially less than the arbitrary $.75 per share conversion  ratio  utilized

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in this  transaction (see Exhibit A, Form 10-KSB for the year ended December 31,
1995,  "Preferred  Stock,"  "Debentures" and "Price Range for Common Stock").

5.16 Holder acknowledges that the Company makes no representations or assurances
as to the federal or state income tax implications,  either to the Holder or the
Company,  of this  Exchange  Agreement.  The  Company  has offered no opinion or
advice  in this  respect  and  Holder  acknowledges  that  the  Company  and its
management  have urged Holder to consult  with his  professional  advisors  with
respect to any such tax implications.

5.17 Holder  acknowledges that no  representations or assurances have been given
to Holder by the  Company  or anyone  acting in its  behalf as to the  continued
operations of the Company or the  financial or other success  thereof and Holder
recognizes that the Shares  represent a speculative  investment and involve risk
factors  including,  but not limited to, those set forth in the Exhibits  hereto
including the risk of loss of Holder's entire investment in the Company.

5.18 Holder has not assigned or transferred  the Preferred Stock or any interest
therein  and the  exchange  thereof  by  Holder  under  this  Agreement,  to the
knowledge  of  Holder,  will  not  result  in any  breach  of any of the  terms,
conditions or provisions  of, or  constitute a default  under,  or result in the
creation  of any lien,  charge or  encumbrance  on, the  Preferred  Stock or the
Shares  pursuant to any  agreement,  contract or other  instrument  to which the
Holder or the Preferred Stock is or may be bound.

5.19  Holder  acknowledges  that the  conversion  ratio for the  Exchange of the
Preferred  Stock for the Shares has been  arbitrarily  determined by the Company
and  bears  no  relationship  to book  value,  present  or  future  tangible  or
intangible  assets  of the  Company  or  earnings  of the  Company  or any usual
investment criteria.

         6. Loss of Priority.  Holder  acknowledges  that under the terms of the
Preferred Stock,  conversion is at the option of the Preferred  Stockholder.  If
the Holder  does not  convert  and execute  this  Exchange  Agreement,  then the
Preferred  Stock will continue to pay or accrue  dividends at the rate of 8% per
annum and the Preferred  Stock would have a preference in any liquidation of the
Company  over the common  stockholders.  If the Holder  exchanges  the  Holder's
Preferred Stock,  the Holder forever  relinquishes any priority the Holder would
have had as compared to the common shareholders in a liquidation of the Company.


     7. Further Assurances. Each party shall, at any time and from time to time,
at the other's request, execute, acknowledge and deliver any instrument that may
be necessary or proper to carry out the provisions of this Agreement.

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        8.  Time of the Essence.  Time shall be of the essence in satisfying the
terms and conditions of this Agreement.

        9.  Attorneys'  Fees. In the event a dispute arises with respect to this
Agreement,   and  such  dispute  is  not  resolved   prior  to  final   judicial
determination, the party prevailing in such dispute shall be entitled to recover
all expenses,  including,  without  limitation,  reasonable  attorneys' fees and
expenses.

      10. Complete Agreement of the Parties.  This Agreement  supersedes any and
all other  agreements,  either  oral or in writing,  between  the  parties  with
respect to the subject  matter  hereof and  contains  all of the  covenants  and
agreements between the parties with respect to such subject matter in any manner
whatsoever.  Each party to this Agreement  acknowledges that no representations,
inducements,  promises or agreements,  oral or otherwise,  have been made by any
party, or anyone herein,  and that no other agreement,  statement or promise not
contained in this  Agreement  shall be valid or binding.  This  Agreement may be
changed or amended only by an amendment in writing  signed by all of the parties
or their respective successors in interest.

     11.  Assignment.  This  Agreement and the rights and  obligations of Holder
hereunder are personal to Holder and may not be transferred or assigned  without
the prior written consent of the Company.

     12. Binding. Subject to the provisions of Section 11 hereof, this Agreement
shall be binding  upon and inure to the benefit of the  successors  in interest,
assigns and personal representatives of the respective parties.

    13.  Number  and  Gender.  Whenever  the  singular  number  is  used in this
Agreement and when  required by the context,  the same shall include the plural,
and the masculine  gender shall include the feminine and neuter  genders and the
word "person"  shall include  corporation,  firm,  partnership  or other form of
association.

    14.  Failure to Object  Not a Waiver.  The  failure of either  party to this
Agreement  to object to, or to take  affirmative  action  with  respect  to, any
conduct of the other which is in violation of the terms of this Agreement, shall
not be  construed  as a waiver  of the  violation  or  breach  or of any  future
violation, breach or wrongful conduct.

     15.  Unenforceable  Terms.  Any  provision  hereof  prohibited  by  law  or
unenforceable  under any  applicable  law of any  jurisdiction  shall as to such
jurisdiction  be  ineffective  without  affecting  any other  provision  of this
Agreement.  To the full extent,  however, that the provisions of such applicable
law may be waived,  they are  hereby  waived to the end that this  Agreement  be
deemed to be a valid and binding enforceable agreement in  accordance  with  its
terms
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    16.  Miscellaneous  Provisions.  The various headings and numbers herein and
the  groupings  of  provisions  of this  Agreement  into  separate  articles and
paragraphs are for the purpose of convenience only and shall not be considered a
part hereof.  The language in all parts of this Agreement  shall in all cases be
construed in accordance to its fair meaning as if prepared by all parties to the
Agreement and not strictly for or against any of the parties.

    EXECUTED AS OF THE DATE FIRST ABOVE WRITTEN


                                                INMEDICA DEVELOPMENT CORPORATION
 (Holder Signature)

 (Print Name)                                   By Larry E. Clark, President




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