ASSIGNMENT AND SECURITY AGREEMENT

         THIS  SECURITY  AGREEMENT is made  effective as of February 1, 2004, by
and between INMEDICA DEVELOPMENT CORPORATION, A UTAH CORPORATION ("DEBTOR"), and
WESCOR,  INC., A UTAH  CORPORATION,  whose mailing  address for purposes of this
Security Agreement is 459 South Main, Logan, Utah 84321 ("SECURED PARTY").

RECITALS:

         A. Secured Party and Debtor have entered into a Loan  Agreement of even
date  pursuant to which  Secured  Party has agreed to advance  certain  funds to
Debtor to be  evidenced  by separate  promissory  notes as described in the Loan
Agreement.  Pursuant to the Loan Agreement, Debtor has executed and delivered to
Secured  Party  two  secured  promissory  notes,  captioned  as  the  Technology
Modifications  Note and the Accrued  Expenses Note  (collectively,  the "Secured
Notes")  pursuant to which Secured Party has agreed to extend  certain credit to
Debtor.

         B. It is a  condition  precedent  to  advancing  any  amounts to Debtor
pursuant  to the Loan  Agreement  and the Secured  Notes that Debtor  shall have
entered into this  Security  Agreement  ("AGREEMENT")  granting  Secured Party a
continuing security interest in the collateral described in this Agreement.

         NOW, THEREFORE, in consideration of the covenants and conditions herein
contained, the parties agree as follows:

SECTION 1.        DEFINITIONS.

         All terms used  herein  which are  defined in Article 1 or Article 9 of
the  applicable  Utah Uniform  Commercial  Code ("UCC")  shall have the meanings
given  therein,  unless  otherwise  defined  in this  Agreement  or in the  Loan
Agreement.  In the event of any inconsistency between the definitions herein and
the  definitions  for the same terms in the Loan  Agreement,  the Loan Agreement
shall control. All references to the plural herein shall also mean the singular.
Subject to the  foregoing,  as used herein,  the following  terms shall have the
meanings set forth below:

         "COLLATERAL"  shall mean an assignment and security interest granted to
Lender covering (1) 50% of all proceeds  received by Borrower in the future from
any commercial use of the  Hematocrit  Technology;  and (2) 20% of all new money
raised or borrowed by Debtor from third party  sources;;  provided  however that
the sum of such proceeds  Collateral and new money  Collateral shall in no event
exceed the total amount owing to Lender pursuant to the secured Notes;.


         "LIEN OR ENCUMBRANCE" AND "LIENS AND ENCUMBRANCES" mean,  respectively,
each and all of the  following:  (i) any lease or other  right to use;  (ii) any
assignment as security,  conditional sale or other title retention  agreement or
arrangement, grant in trust, lien (statutory or other), mortgage, deed of trust,
pledge,  security  interest,  hypothecation,   preference,  priority,  or  other
security  agreement or preferential  arrangement,  charge, or encumbrance of any
kind or nature  whatsoever  and any other interest or right securing the payment
of money or the  performance  of any  other  liability  or  obligation,  whether
voluntarily or involuntarily created and whether arising by agreement, document,
or instrument, under any law, ordinance, regulation, or rule (federal, state, or
local), or otherwise;



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         (iii) any option,  right of first refusal,  other right to acquire,  or
other interest or right, and (iv) any financing lease having  substantially  the
same economic  effect as any of the  foregoing,  and the filing of any financing
statement under the UCC or comparable law of any jurisdiction to evidence any of
the foregoing.

         "LOAN  DOCUMENTS"  means this Agreement,  The Loan  Agreement,  and the
Secured  Notes  between  Secured  Party and  Debtor,  and any other  agreements,
documents, or instruments from time to time and signed by the party against whom
the document or instrument is intended to be enforced, evidencing,  guarantying,
securing,  or otherwise  relating to the same as they may be amended,  modified,
extended, renewed, or supplemented from time to time.

         "OBLIGATIONS"   means  any  and  all   indebtedness,   liabilities  and
obligations  of Debtor to Secured  Party  relating to or arising  under the Loan
Documents,  other than the Overhead Advance Note, and any and all extensions and
renewals  thereof  in whole or in  part,  whether  as  principal,  guarantor  or
otherwise,  and or any  supplement  hereto or thereto,  whether now  existing or
hereafter arising, whether direct or indirect, absolute or contingent,  joint or
several,  due or not due,  primary or  secondary,  liquidated  or  unliquidated,
secured  or  unsecured,  original,  renewed or  extended,  and  whether  arising
directly or acquired from others (including, without limitation,  participations
or interests in such obligations to others) and including,  without  limitation,
Secured Party's interest,  and costs chargeable to Debtor in connection with all
of the foregoing.

         "UCC"  means  the  Uniform  Commercial  Code in  effect in the state or
jurisdiction where any applicable  portion of the Collateral is located,  as the
same may be amended and modified from time to time.

SECTION 2.        GRANT OF SECURITY INTEREST.

         For  value  received,  and as  security  for  the  prompt  performance,
observance  and payment in full of all  Obligations,  Debtor  hereby  assigns to
Secured  Party the right to collect and hold payment of (1) fifty  percent (50%)
of all proceeds  received by Borrower in the future from any  commercial  use of
the Hematocrit Technology;  and (2) twenty percent (20%) of all new money raised
or  borrowed  by  Debtor  from  third  party  sources,  the sum of the  proceeds
Collateral  and the new money  Collateral  not to exceed the total amounts owing
under the secured  Notes,  and grants to Secured  Party,  a continuing  security
interest in, lien upon and right of setoff against the Collateral.

SECTION 3.        DEBTOR'S REPRESENTATIONS, WARRANTIES AND GENERAL COVENANTS.

         3.1 Debtor  represents,  warrants and agrees  (which shall  survive the
execution and delivery of this Agreement),  the truth and accuracy of which, and
compliance with, being a continuing  condition of the making of advances of Loan
proceeds by Secured Party under the Loan Agreement:

                  (a) Debtor is and shall be,  with  respect to the  Collateral,
         the owner of such Collateral  free from any Lien or Encumbrance  except
         in  Secured  Party's  favor.  Debtor  will  defend  its  title  to  the
         Collateral  against the claims of all persons.  There are no Form UCC-1
         financing  statements  now  filed  or  recorded  covering  any  of  the
         Collateral or in which Debtor is named or has signed as Debtor,  except
         financing statements related to this Agreement.



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                  (b)  Debtor  will not  directly  or  indirectly  sell,  lease,
         transfer,  abandon  or  otherwise  dispose  of all  or any  substantial
         portion of Debtor's property or assets, without prior written notice to
         Lender.

                  (c) Debtor shall  promptly  notify Secured Party in writing of
         the  details  of  any  loss,  damage,   investigation,   action,  suit,
         proceeding or claim relating to the Collateral or which would result in
         any material adverse change in Debtor's business,  properties,  assets,
         goodwill or condition, financial or otherwise.

                  (d) At Secured Party's option, upon the occurrence of an Event
         of Default  hereunder,  Secured Party shall apply any insurance  monies
         received at any time to the cost of repairs to or  replacement  for the
         Collateral and/or to payment of any of the Obligations,  whether or not
         due,  in any order and in such  manner as  Secured  Party,  in  Secured
         Party's sole discretion, may determine.

                   (e) Debtor shall not waste or destroy the  Collateral  or any
         part  thereof  or any  document  or  record  evidencing  the  same.  In
         addition,  Debtor shall not misuse, cancel or in any way use or dispose
         of any of the  Collateral  unlawfully or contrary to the  provisions of
         this Agreement.

                  (f)  Debtor  shall,  at  Debtor's  own  expense,  protect  the
         Collateral  and  maintain  it at all times for the  benefit  of Secured
         Party.  Debtor shall use the Collateral for lawful purposes only and in
         conformity with applicable laws, ordinances and regulations.

                  (g) The  Collateral is and shall be used in Debtor's  business
         and not for personal, family, or household use.

                  (h) The security interest granted in the Collateral is in good
         faith believed to be (i) legal, valid,  binding, and enforceable,  (ii)
         once filed, a perfected security interest in the Collateral,  and (iii)
         a first priority security interest.

         3.2 Except as  otherwise  provided in this  Agreement,  Debtor will not
permit the  Collateral to be removed from Debtor's  possession,  will not permit
the  Collateral to be attached or other process to be levied  thereon nor create
nor  permit  to be  created  any lien or  encumbrance  or  adverse  claim of any
character whatsoever in Collateral,  whether justified or unjustified,  and will
not  sell,  transfer,  assign or  attempt  to assign  Debtor's  right,  title or
interest in the  Collateral or this Agreement in  contravention  of the security
interests granted herewith.

         3.3 Debtor shall duly  execute and  deliver,  or shall cause to be duly
executed and  delivered,  such further  agreements,  instruments  and documents,
including,  without  limitation,   additional  security  agreements,  collateral
assignments,  Form UCC-1  financing  statements or  amendments or  continuations
thereof, consents to the exercise by Secured Party of all Secured Party's rights
and remedies  hereunder,  under any  supplement  hereto or  applicable  law with
respect to the  Collateral,  and do or cause to be done such further acts as may
be necessary or proper in Secured Party's opinion to evidence, perfect, maintain
and enforce Secured Party's  security  interest and the priority  thereof in the
Collateral  and to  otherwise  effectuate  the  provisions  or  purposes of this
Agreement or any  supplement  hereto.  Where  authorized  by law,  Debtor hereby
authorizes  Secured  Party to execute and file one or more Form UCC-1  financing
statements signed only by Secured Party. Debtor hereby authorizes Secured Party,
upon the occurrence of an Event of Default



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hereunder,  at  Secured  Party's  option to send  written  notice to any and all
customers of Borrower or other  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 such proceeds.

         3.4 Debtor  assumes all  responsibility  and liability  arising from or
relating to Debtor' use, sale or other disposition of the Collateral.

SECTION 4.        SECURED PARTY'S RIGHT TO PROTECT COLLATERAL.

         Secured  Party  may,  in the Event of  Default  by  Debtor,  pay taxes,
assessments,  liens,  fees,  charges  or  encumbrances,  or  spend  any  amounts
necessary to maintain the  Collateral in Debtor's  exclusive  possession  and in
good condition and repair, and all amounts expended by Secured Party shall, with
interest  thereon at the Default  Interest  Rate,  constitute  an  Obligation of
Debtor to  Secured  Party  secured  by the  Collateral  and by the terms of this
Agreement  and  shall  be  immediately  due  and  payable,  but no  such  act or
expenditure by Secured Party shall relieve Debtor from the  consequences of such
default.

SECTION 5.        EVENTS OF DEFAULT.

         Any one of the following shall constitute an "Event of Default":

                  (a) Debtor fails to pay any monetary amount when due under any
         Loan  Document,  and fail to cure such default  within thirty (30) days
         after written notice from Secured Party.

                  (b) Debtor fails to perform any  obligation  not involving the
         payment  of  money,  or to  comply  with any  other  term or  condition
         applicable  to Debtor  under any Loan  Document,  and fail to cure such
         default  within  thirty (30) days after  written  notice  from  Secured
         Party.

                  (c) Debtor  makes a  representation  or  warranty  in any Loan
         Document that is materially false,  incorrect,  or misleading as of the
         date made.

                  (d) Debtor (i) fails to pay when due any monetary  obligation,
         whether  such  obligation  be direct or  contingent,  to any  person in
         excess of One Hundred  Thousand  and No/100  Dollars  ($100,000),  (ii)
         makes a general  assignment  for the  benefit  of  creditors,  or (iii)
         applies  for,  consents  to, or  acquiesces  in, the  appointment  of a
         trustee,  receiver,  or other  custodian  for Debtor or the property of
         Debtor or any part  thereof,  or in the  absence  of such  application,
         consent, or acquiescence,  a trustee,  receiver,  or other custodian is
         appointed  for  Debtor  or the  property  of such  Debtor  or any  part
         thereof.

                  (e)  Commencement of any case under the Bankruptcy Code, Title
         11 of the United States Code, or commencement  of any other  bankruptcy
         arrangement,  reorganization,  receivership,  custodianship, or similar
         proceeding  under any federal,  state, or foreign law by or against any
         of the Debtor.

                  (f) All or any  part of the  Collateral  is  attached,  levied
         upon, or otherwise seized by legal process, and such attachment,  levy,
         or seizure is not quashed,  stayed, or released within twenty (20) days
         of the date thereof.



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                  (g) The  occurrence  of any Event of  Default  under any other
         Loan Document.

                  (h) Debtor abandons any material portion of the Collateral; or

                  (i) Any material  portion of the  Collateral is lost,  stolen,
         suffers  substantial damage or destruction,  or declines  materially in
         value.

SECTION 6.        RIGHTS AND REMEDIES.

         6.1  Upon  the  happening  of any  Event  of  Default,  and  after  any
applicable  cure  period,  Secured  Party  shall have (in  addition to any other
rights Secured Party may have under this  Agreement,  any  supplement  hereto or
otherwise)  the rights,  options,  duties and remedies of a secured  party,  and
Debtor shall have the rights and duties of a debtor,  under the UCC; and without
limitation thereto, Secured Party shall have the following specific rights:

                  (a) To declare any or all of the Obligations to be immediately
         due and payable,  whereupon such  Obligations  shall be immediately due
         and payable;

                   (b) As a matter  of right  and  without  notice  to Debtor or
         anyone claiming under Debtor, Secured Party shall be entitled to orders
         of replevin by a court of any or all Collateral from time to time;

                  (e) At its option,  Secured  Party may send written  notice to
         any and all customers of Borrower or other 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 such  proceeds  and demand that they pay any such
         amounts owing Debtor directly to Secured Party.

                  (f)  At  its  sole  option,   to  retain  the   Collateral  in
         satisfaction  of the obligations  secured  hereunder by sending written
         notice of such election to Debtor;  but,  unless such written notice is
         sent by Secured Party as aforesaid,  retention of said Collateral shall
         not be in satisfaction of any obligation hereunder;

                  (g) To apply the proceeds  realized  from  disposition  of the
         Collateral according to law;

                  (h) To  exercise  any and all other  rights and  remedies of a
secured party.

         6.2  The  enumeration  of the  foregoing  rights  and  remedies  is not
intended to be  exclusive,  and such rights and  remedies are in addition to and
not by way of limitation of any other rights or remedies  Secured Party may have
under the UCC or other  applicable  law.  Secured Party shall have the right, in
Secured Party's sole discretion,  to determine which rights and remedies, and in
which order any of the same,  are to be exercised,  and in which order,  and the
exercise of any right or remedy  shall not  preclude the exercise of any others,
all of which shall be cumulative.

         6.5 No act, failure or delay by Secured Party shall constitute a waiver
of any of Secured  Party's  rights and remedies.  No single or partial waiver by
Secured Party of any provision of this  Agreement or any supplement  hereto,  or
breach or default thereunder, or of any right or remedy



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 which Secured Party may have shall operate as a waiver of any other  provision,
breach,  default,  right or remedy or of the same  provision,  breach,  default,
right or remedy on a future occasion.

         6.6 Debtor waives presentment,  notice of dishonor,  protest and notice
of protest of all  instruments  included in or evidencing any of the Obligations
or the  Collateral  and any and all  notices  or demands  whatsoever  (except as
expressly provided herein).

         6.7 Anything in this Agreement,  the Loan Agreement or the Notes to the
contrary  notwithstanding,  the Secured Party may not proceed  directly  against
Debtor to enforce  payment of the  Obligations  and shall be required to proceed
solely against the Collateral.

SECTION 7.        SETOFF.

         Upon the occurrence of an Event of Default,  or, if in the commercially
reasonable judgment of Secured Party,  Secured Party deems itself insecure,  any
indebtedness  owing from  Secured  Party to Debtor may be set off and applied by
Secured Party on any indebtedness or liability,  secured or unsecured, of Debtor
to  Secured  Party at any time and from  time to time,  either  before  or after
maturity, and without demand upon or notice to anyone.

SECTION 8.        APPLICATION OF PROCEEDS.

           All  Collateral  and all proceeds of  Collateral  received by Secured
Party, before or after an Event of Default,  will be applied by Secured Party to
the  Obligations,  whether  or not  due,  in the  order  set  forth  in the Loan
Documents, subject to any requirements of law. Any Collateral and any balance of
such proceeds remaining after payment of the Obligations in full will be paid to
Debtor,  its  successors  or  assigns,  or as the  law or a court  of  competent
jurisdiction may direct. Any proceeds of Collateral in the form of a check shall
be credited  against the Obligations  only upon the expiration of such period of
time after  receipt  thereof by Secured  Party as Secured  Party  determines  is
reasonably  sufficient  to allow for  clearance  or payment  thereof.  Any other
proceeds of  Collateral  will be  credited  against  the  Obligations  only upon
conversion into cash and receipt of such cash by Secured Party. Each such credit
shall,  however,  be conditional upon final payment to Secured Party of the item
giving rise to such credit.

SECTION 9.        EXPENSES.

         Upon Secured  Party's  request,  Debtor shall pay to Secured Party,  or
reimburse  Secured Party for, all sums,  costs and expenses  which Secured Party
may pay or incur in connection  with or related to the  enforcement  of the Loan
Documents, and the transactions contemplated thereunder, and all efforts made to
defend, protect or enforce the security interest granted therein or in enforcing
payment of the Obligations, including without limitation, appraisal fees, filing
fees and title insurance  premiums,  recording tax, expenses for searches,  wire
transfer fees,  check dishonor  fees, the fees and  disbursements  of counsel to
Secured  Party,  all fees and  expenses  for the  service  and filing of papers,
premiums on bonds and  undertakings,  fees of  marshals,  sheriffs,  custodians,
auctioneers  and others,  travel  expenses  and all court  costs and  collection
charges, all of which shall be part of the Obligations and shall accrue interest
after demand  thereof at a rate equal to the highest rate then payable on any of
the Obligations.

SECTION 10.       LOAN DOCUMENTS.



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         This  Agreement is subject to certain terms and provisions in the other
Loan  Documents,  to which  reference  is made for a statement of such terms and
provisions.

SECTION 11.       CHOICE OF LAW/SEVERABILITY.

         This  Agreement and all  transactions  hereunder  shall be deemed to be
consummated  in the State of Utah and shall be governed by, and  interpreted  in
accordance  with  the  laws of that  State.  If any  part or  provision  of this
Agreement is invalid or in  contravention  of any  applicable law or regulation,
such part or provision shall be severable  without affecting the validity of any
other part or provision of this Agreement.

SECTION 12.       GENERAL.

         12.1  Time is of the  essence  of this  Agreement.  The  acceptance  by
Secured  Party of partial  payments  shall not in any manner modify the terms of
this Agreement,  and such  acceptance  shall not be construed as a waiver of any
subsequent  defaults  on  Debtor'  part nor  shall it waive  the "time is of the
essence" provision.

         12.2  Waiver  of  any  default  shall  not  constitute  waiver  of  any
subsequent default.

         12.3 If this instrument is signed by more than one debtor, the singular
word "Debtor" shall include the plural,  and the  obligations of all such Debtor
shall be joint and  several.  All words used herein  shall be construed to be of
such gender and number as the circumstances require and all references herein to
Debtor shall include all other persons primarily or secondarily liable.

         12.4 Any true and correct carbon,  photographic  or other  reproductive
copy of this Agreement may be filed or recorded as a Financing Statement.

         12.5 This Agreement and all  obligations of Debtor  hereunder  shall be
binding upon the successors and assigns of Debtor and Secured Party,  and shall,
together  with the rights and  remedies of Debtor and Secured  Party  hereunder,
inure to the benefit of Debtor and Secured Party,  respectively and each party's
respective successors and assigns.

12.6 THIS  AGREEMENT  CONSTITUTES  THE ENTIRE  SECURITY  AGREEMENT  BETWEEN  THE
PARTIES  AND MAY NOT BE  ALTERED OR  AMENDED  EXCEPT BY A WRITING  SIGNED BY ALL
PARTIES.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement on
the day and year first above written.

SECURED PARTY:                                       DEBTOR:

WESCOR, INC., a Utah Corporation               INMEDICA DEVELOPMENT CORPORATION,



By:      s/ Wayne K. Barlow                          By:      /s/ Ralph Henson
         President/CEO                                        President


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