STOCK PURCHASE AGREEMENT



         This Stock Purchase Agreement  ("Agreement") is made as of the 10th day
of May,  2001, by INMEDICA  DEVELOPMENT  CORPORATION,  a Utah  corporation  (the
"Company"), MicroCor, Inc., a Utah Corporation, a wholly owned subsidiary of the
Company, (the "Subsidiary") and CHI LIN TECHNOLOGY CO., LTD., a corporation duly
organized and existing under the laws of the Republic of China ("Buyer").

                                    RECITALS

         The Company and the Subsidiary  desires to issue,  and Buyer desires to
purchase,  5,328,204 shares (the "Shares") of the authorized but unissued shares
of its common  stock of the  Company,  $0.001  per share par  value,  as well as
29,420 shares of the authorized  but unissued  shares of the common stock of the
Subsidiary,  for the consideration and on the terms set forth in this Agreement.
Upon the issuance of the Shares,  Buyer shall own  one-third  (33.3333%)  of the
issued and outstanding common stock of the Company as well as one-fifth (20%) of
the common stock of the Subsidiary.

         An integral part of this Agreement is the execution by the parties of a
Development,  Licensing  and  Manufacturing  Agreement  in the form set forth as
Exhibit 7.5 (the  "Development  Agreement")  for products based on the Company's
noninvasive  hematocrit  technology (the "Hematocrit  Technology").  The parties
intend to execute such an agreement in connection with the Closing  described in
this Agreement.

                                    AGREEMENT

         The parties, intending to be legally bound, agree as follows:

1. DEFINITIONS

For purposes of this Agreement,  the following terms have the meanings specified
or referred to in this Section 1:

"Anti-Dilution Right"-as defined in Section 2.1.

"Best Efforts"-the  efforts that a prudent Person desirous of achieving a result
would use in similar  circumstances  to ensure  that such  result is achieved as
expeditiously  as possible;  provided,  however,  that an obligation to use Best
Efforts  under  this  Agreement  does not  require  the  Person  subject to that
obligation to take actions that would result in a materially  adverse  change in
the benefits to such Person of this Agreement and the Contemplated Transactions.

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"Board Resolution"-as defined in Section 2.1(c).

"Breach"-a  "Breach" of a representation,  warranty,  covenant,  obligation,  or
other provision of this Agreement or any instrument  delivered  pursuant to this
Agreement  will be  deemed  to have  occurred  if  there  is or has been (a) any
material  inaccuracy  in or breach  of, or any  material  failure  to perform or
comply with,  such  representation,  warranty,  covenant,  obligation,  or other
provision,  or (b) any claim (by any Person) or other occurrence or circumstance
that  is or was  inconsistent  with  such  representation,  warranty,  covenant,
obligation, or other provision, and the term "Breach" means any such inaccuracy,
breach, failure, claim, occurrence, or circumstance.

"Buyer"-as defined in the preamble of this Agreement.

"Closing"-as defined in Section 2.3.

"Closing Date"-the date and time as of which the Closing actually takes place.

"COBRA"-means  the  requirements of Part 6 of Subtitle B of Title I of ERISA and
Code Section 4980B.

"Code"-means the Internal Revenue Code of 1986, as amended.

"Company"-as defined in the preamble of this Agreement.

"Consent"-any approval,  consent,  ratification,  waiver, or other authorization
(including any Governmental Authorization).

"Contemplated   Transactions"-all  of  the  transactions  contemplated  by  this
Agreement, including:

      (a) the issuance of the Shares by the Company to Buyer;

      (b) Buyer's payment of the Purchase Price;

      (c) the  execution,  delivery,  and  performance  of the  Development,
          Manufacturing  and  Distribution Agreement; and

      (d) the performance by Buyer and the Company of their respective covenants
          and obligations under this Agreement.

"Contract"-any agreement, contract, obligation, promise, or undertaking (whether
written or oral and whether express or implied) that is legally binding.

"Damages"-any  loss,   liability,   claim,  damage  (including   incidental  and
consequential  damages),  expense  (including costs of investigation and defense
and reasonable attorney fees) or diminution of value, whether or not involving a
third-party claim.

"Development Agreement"-as defined in the Recitals of this Agreement.

"Disclosure Schedule"-has the meaning set forth in Article 6 below.

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"Employee  Benefit  Plan"-means any (a)  nonqualified  deferred  compensation or
retirement plan or arrangement,  (b) qualified defined  contribution  retirement
plan or  arrangement  which is an Employee  Pension  Benefit Plan, (c) qualified
defined  benefit  retirement  plan or arrangement  which is an Employee  Pension
Benefit Plan (including any Multiemployer Plan), or (d) Employee Welfare Benefit
Plan or material fringe benefit or other retirement, bonus, or incentive plan or
program.

"Employee Pension Benefit Plan"-has the meaning set forth in ERISA Section 3(2).

"Employee Welfare Benefit Plan"-has the meaning set forth in ERISA Section 3(2).

"Encumbrance"-any   charge,  claim,  community  property  interest,   condition,
equitable  interest,  lien, option,  pledge,  security interest,  right of first
refusal,  or restriction of any kind,  including any restriction on use, voting,
transfer, receipt of income, or exercise of any other attribute of ownership.

"Environmental,  Health, and Safety Requirements"-shall mean all federal, state,
local and foreign statutes, regulations,  ordinances and other provisions having
the  force  or  effect  of law,  all  judicial  and  administrative  orders  and
determinations, all contractual obligations and all common law concerning public
health and safety,  worker health and safety, and pollution or protection of the
environment,  including  without  limitation all those relating to the presence,
use, production,  marketing,  generation, handling,  transportation,  treatment,
storage,  disposal,  distribution,  labeling,  testing,  processing,  discharge,
release,  threatened release,  control,  or cleanup of any hazardous  materials,
substances or wastes, chemical substances or mixtures,  pesticides,  pollutants,
contaminants,  toxic  chemicals,  petroleum  products or  byproducts,  asbestos,
polychlorinated  biphenyls,  noise or  radiation,  each as amended and as now or
hereafter in effect.

"ERISA"-means the Employee Retirement Income Security Act of 1974, as amended.

"Escrow Agent" -Scott Jenkins, 60 South Main St.,Suite 800, Salt Lake City, Utah
84111

"Financial  Statements"-has  the meaning  set forth in  Paragraph 7 of Exhibit 3
attached hereto.

"GAAP"-generally  accepted  United States  accounting  principles,  applied on a
basis consistent with the basis on which the financial statements referred to in
Section 3.4 were prepared.

"Governmental  Authorization"-any approval, consent, license, permit, waiver, or
other authorization  issued,  granted,  given, or otherwise made available by or
under  the  authority  of  any  Governmental  Body  or  pursuant  to  any  Legal
Requirement.

"Governmental Body"-any:

         (a) nation,  state,  county,  city, town, village,  district,  or other
         jurisdiction of any nature;

         (b) federal, state, local, municipal, foreign, or other government;

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         (c)  governmental  or   quasi-governmental   authority  of  any  nature
         (including any governmental agency,  branch,  department,  official, or
         entity and any court or other tribunal);

         (d) multi-national organization or body; or

         (e) body  exercising,  or entitled  to  exercise,  any  administrative,
         executive,  judicial,   legislative,   police,  regulatory,  or  taxing
         authority or power of any nature.

"Hematocrit  Technology"-  a  method  developed  by the  Company  for  measuring
hematocrit  non-invasively  (without drawing blood), and the Company has applied
for and/or received four (4) patents from the U.S. Patent and Trademark  Office.
As of December 12, 1995, the Company'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.  5526808 with a term of 17 years.  The Company filed an  application  for an
additional  patent which claims  priority from October 4, 1990,  the date of the
first patent's filing. The second patent was issued on July 1 1997 as patent No.
5,642,734,  Method and Apparatus for Noninvasively Determining Hematocrit. As of
December  21,  1999,  the  Company  received  a first  office  action  notice of
allowance  on  a  third  patent,   "System  and  Method  for  Invivo  Hematocrit
Measurement  Using Impedence and Pressure  Plethysmography."  On October 3, 2000
this patent was issued as patent No. 6,128,518.  On May 16, 2000 InMedica filled
for a fourth patent System and Method for In-Vivo  Hematocrit  Measurement Using
Impedance and Pressure  Plethysmography.  This patent  application  is currently
pending.  The  methods  and  procedures  to measure  hematocrit  non-invasively,
including without limitation,  the patents and technologies  incorporated in the
three patents and patent applications described above, are collectively referred
to herein as the "Hematocrit Technology."

"Intellectual   Property"-means   (a)  all  inventions  (whether  patentable  or
unpatentable and whether or not reduced to practice),  all improvements thereto,
and all patents, patent applications, and patent disclosures,  together with all
reissuances,  continuations,  continuations-in-part,  revisions, extensions, and
reexaminations  thereof, (b) all trademarks,  service marks, trade dress, logos,
trade names, and corporate names,  together with all translations,  adaptations,
derivations,  and  combinations  thereof and including  all goodwill  associated
therewith,  and all  applications,  registrations,  and  renewals in  connection
therewith,  (c) all copyrightable  works, all copyrights,  and all applications,
registrations,  and renewals in connection therewith, (d) all mask works and all
applications, registrations, and renewals in connection therewith, (e) all trade
secrets and confidential  business  information  (including ideas,  research and
development,  know-how,  formulas,  compositions,  manufacturing  and production
processes and techniques,  technical data,  designs,  drawings,  specifications,
customer  and supplier  lists,  pricing and cost  information,  and business and
marketing plans and proposals),  (f) all computer  software  (including data and
related documentation), (g) all other proprietary rights, and (h) all copies and
tangible  embodiments  thereof (in  whatever  form or  medium),  relating to the
"Hematocrit Technology".

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"Knowledge"-an  individual  will be deemed to have  "Knowledge"  of a particular
fact or other matter if:

         (a) such individual is actually aware of such fact or other matter; or

         (b) a prudent  individual  could be expected  to discover or  otherwise
         become aware of such fact or other matter in the course of conducting a
         reasonably comprehensive investigation concerning the existence of such
         fact or other matter.

A Person  (other than an  individual)  will be deemed to have  "Knowledge"  of a
particular fact or other matter if any individual who is serving,  or who has at
any time served, as a director,  officer, partner,  executor, or trustee of such
Person (or in any similar  capacity) has, or at any time had,  Knowledge of such
fact or other matter.

"Legal   Requirement"-any    federal,   state,   local,   municipal,    foreign,
international,  multinational, or other administrative order, constitution, law,
ordinance, principle of common law, regulation, statute, or treaty.

"Liability"-means  any  liability,  whether  known or  unknown,  asserted or not
asserted,   absolute  or  contingent,   accrued  or  unaccrued,   liquidated  or
unliquidated,  and whether due or to become due,  including  any  liability  for
Taxes.

"Order"-any award, decision,  injunction,  judgment, order, ruling, subpoena, or
verdict entered, issued, made, or rendered by any court,  administrative agency,
or other Governmental Body or by any arbitrator.

"Organizational  Documents"-(a) the articles or certificate of incorporation and
the bylaws of a corporation;  (b) the partnership agreement and any statement of
partnership of a general partnership;  (c) the limited partnership agreement and
the  certificate  of  limited  partnership  of a  limited  partnership;  (d) the
articles of  organization  and the  operating  agreement of a limited  liability
company; (e) any charter or similar document adopted or filed in connection with
the creation,  formation,  or organization of a Person; and (f) any amendment to
any of the foregoing.

"Person"-any  individual,  corporation  (including any non-profit  corporation),
general  or limited  partnership,  limited  liability  company,  joint  venture,
estate,  trust,  association,  organization,  labor  union,  or other  entity or
Governmental Body.

"Proceeding"-any action, arbitration, audit, hearing, investigation, litigation,
or suit (whether civil, criminal,  administrative,  investigative,  or informal)
commenced,  brought,  conducted,  or heard by or before, or otherwise involving,
any Governmental Body or arbitrator.

"Representative"-with  respect to a particular  Person,  any director,  officer,
employee,  agent,  consultant,  advisor, or other representative of such Person,
including legal counsel, accountants, and financial advisors.

"Securities   Act"-the  Securities  Act  of  1933  or  any  successor  law,  and
regulations and rules issued pursuant to that Act or any successor law.

"Shares"-as defined in the Recitals of this Agreement.

"Subsidiary"-as defined in the preamble of this Agreement.

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"Tax"-means  any federal,  state,  local,  or foreign  income,  gross  receipts,
license, payroll,  employment,  excise, severance,  stamp, occupation,  premium,
windfall  profits,  environmental  (including  taxes  under Code  Section  59A),
customs duties, capital stock, franchise, profits, withholding,  social security
(or similar), unemployment, disability, real property, personal property, sales,
use,  transfer,  registration,  value  added,  alternative  or  add-on  minimum,
estimated, or other tax of any kind whatsoever, including any interest, penalty,
or addition thereto, whether disputed or not.

"Tax  Return"-means  any  return,  declaration,  report,  claim for  refund,  or
information  return or statement  relating to Taxes,  including  any schedule or
attachment thereto, and including any amendment thereof.

"Threatened"-a  claim,  Proceeding,  dispute,  action,  or other  matter will be
deemed to have  been  "Threatened"  if any  demand  or  statement  has been made
(orally or in writing) or any notice has been given  (orally or in writing),  or
if any other event has  occurred or any other  circumstances  exist,  that would
lead a  prudent  Person to  conclude  that  such a claim,  Proceeding,  dispute,
action, or other matter is likely to be asserted, commenced, taken, or otherwise
pursued in the future.

"Triggering Person"-as defined in Section 2.1.

2. ISSUANCE AND TRANSFER OF SHARES; CLOSING

2.1 SHARES; OPTIONS; BOARD OF DIRECTORS

Subject to the terms and  conditions  of this  Agreement,  at the  Closing,  the
Company shall:

         (a) issue and transfer the Shares to Buyer.

         (b) grant to Buyer the right  (the  "Anti-Dilution  Right")  to receive
         that  number  of  additional  shares  of  the  Company's  common  stock
         necessary to maintain Buyer's percentage  ownership of the common stock
         (as a percentage  of the total number of  outstanding  shares of common
         stock)  equal to the  lesser of (A) the  percentage  ownership  held by
         Buyer  immediately  prior to any issuance  described in clauses (i) and
         (ii) below, or (B) the percentage  ownership held by Buyer  immediately
         following the Closing Date. The Anti-Dilution  Right shall be triggered
         by the Company  issuing  shares of its common stock to any Person other
         than Buyer, or Buyer's successors or permitted assignees (a "Triggering
         Person"),  during the period  beginning  on the Closing Date and ending
         five (5) years thereafter.  After such period the  Anti-Dilution  Right
         shall expire.

              (i)  If  the  Company  issues  shares  of its  common  stock  to a
         Triggering  Person pursuant to any option,  warrant or other right held
         by such  Triggering  Person  existing  on or  before  the  date of this
         Agreement,   then  Buyer   shall  have  the  right  to   exercise   the
         Anti-Dilution Right at no cost or other obligation to Buyer.

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              (ii)  If the  Company  issues  shares  of its  common  stock  to a
         Triggering  Person by any means other than that described in clause (i)
         above,  then Buyer shall have the right to exercise  the  Anti-Dilution
         Right by payment of the same price and  pursuant to the same terms upon
         which the shares are being issued to such Triggering Person.

      and

         (c)  appoint  two (2)  individuals,  as  designated  in  writing to the
         Company by Buyer prior to the Closing, to fill the two vacancies on the
         Company's  Board of  Directors.  The Buyer  shall  submit the names and
         credentials  of four persons from which the  selection of the two board
         members  shall be made by the InMedica  board of directors  which shall
         also act as a  nominating  committee.  InMedica  shall not increase the
         size of its board to more than 5 persons  without the prior  consent of
         Buyer.

2.2 PURCHASE PRICE

The purchase price (the  "Purchase  Price") for the Shares shall be Five hundred
thousand and No/100s Dollars ($500,000.00) for the shares in the Company plus an
additional  Five hundred  thousand  and No/100s  Dollars  ($500,000.00)  for the
shares of  MicroCor,  Inc.  The  Purchase  Price shall be paid in U.S.  currency
pursuant to the payment schedule, Schedule 3.7 attached hereto.

2.3 CLOSING

The purchase and issuance (the  "Closing")  provided for in this Agreement shall
take place on a date to be agreed to in writing by the parties, but in any event
such date shall be on or before May 31,  2001.  The parties may agree in writing
to change the Closing Date.  Subject to the  provisions of Section 9, failure to
consummate the purchase and issuance  provided for in this Agreement on the date
and time and at the  place  determined  pursuant  to this  Section  2.3 will not
result in the  termination  of this  Agreement and will not relieve any party of
any obligation under this Agreement.

2.4 CLOSING OBLIGATIONS

      (a) Prior to or at the Closing,  (i) the Company  shall  deliver to Escrow
Agent  certificates  representing  the Shares,  duly  executed by the  Company's
appropriate  and authorized  officers and issued in the name of Buyer;  and (ii)
Buyer shall  deliver to Escrow  Agent the Full  Purchase  Price in the form of a
Note  payable to the Company for the shares in the Company and a Note payable to
the  Subsidiary  for the  shares in the  Subsidiary  according  to the  attached
schedule.  . Upon receiving both the certificates and the Purchase Price, Escrow
Agent shall promptly deliver the certificates to Buyer and the Purchase Price to
the  Company  and  Subsidiary.  If  Escrow  Agent  has  not  received  both  the
certificates  and the Purchase  Price by two (2)  business  days  following  the
Closing Date,  Escrow Agent shall return any certificates it has received to the
Company and  Subsidiary  and shall return any Purchase  Price it has received to
the Buyer. Escrow Agent's  responsibilities  shall be expressly limited to those
described  in this  Section  2.4(a) and the parties  hereby  agree to  indemnify
Escrow  Agent  against  any  costs or  expenses  it  incurs,  including  without
limitation,  attorney  fees  and  court  costs,  in the  event  of  any  dispute
concerning the matters described herein.

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      (b) At the Closing,  (i) Buyer shall  deliver to the Company a certificate
executed  by Buyer  representing  and  warranting  to the  Company  that each of
Buyer's  representations  and  warranties in this  Agreement was accurate in all
respects as of the date of this  Agreement and is accurate in all respects as of
the Closing Date as if made on the Closing Date; (ii) the Company and Subsidiary
shall  deliver to Buyer a copy of the fully  executed  Board  Resolution,  and a
certificate  executed by the Company and Subsidiary  representing and warranting
to  Buyer  that  each of the  Company's  and  Subsidiaries  representations  and
warranties in this Agreement was accurate in all respects as of the date of this
Agreement  and is accurate in all  respects as of the Closing Date as if made on
the Closing Date; and (iii) the parties shall execute the Development Agreement.

2.5 POST-CLOSING COVENANTS

In the event the Closing takes place:

         (a) Buyer  covenants  that for a period of five (5) years  beginning on
         the  Closing  Date it shall  not take any  action  either  directly  or
         indirectly to increase its  representation  on the  Company's  Board of
         Directors such that the number of members thereof  appointed or elected
         by Buyer exceed (as a percentage  of the total number of members of the
         Board of Directors) forty percent (40%).

         (b) The Company  covenants that it shall take no action either directly
         of  indirectly  to hold a  shareholders  meeting  for the  election  of
         directors until at least twelve (12) months following the Closing Date.

3. REPRESENTATIONS,  WARRANTIES AND COVENANTS OF THE COMPANY

The Company  represents and warrants that the statements  contained in Exhibit 3
are correct and  complete as of the date of this  Agreement  and will be correct
and complete as though made then,  except set forth in the Disclosure  Schedule.
Nothing in the  Disclosure  Schedule  shall be deemed  adequate  to  disclose an
exception to a  representation  or warranty made herein,  unless the  Disclosure
Schedule  identifies the exception with reasonable  particularity  and describes
the relevant facts in reasonable detail.

4. REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to the Company and Subsidiary as follows:

4.1 ORGANIZATION AND GOOD STANDING

Buyer is a corporation duly organized,  validly  existing,  and in good standing
under the laws of the Republic of China (Taiwan).

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4.2 AUTHORITY; NO CONFLICT

         (a) This Agreement constitutes the legal, valid, and binding obligation
         of Buyer,  enforceable  against Buyer in accordance with its terms. The
         Development Agreement, when executed, will constitute the legal, valid,
         and  binding  obligation  of  Buyer,   enforceable   against  Buyer  in
         accordance  with its terms.  Buyer has the  absolute  and  unrestricted
         right,  power,  authority,  and  authority  to execute and deliver this
         Agreement  and to  perform  its  obligations  hereunder.  All  required
         authorizations,  resolutions, consents and other actions of the Buyer's
         board of directors and shareholders have been given, made or performed.

         (b) The  execution and delivery of this  Agreement and the  Development
         Agreement,  and the  consummation  and performance of the  Contemplated
         Transactions  will not,  directly or indirectly (with or without notice
         or lapse of time):

              (i) contravene, conflict with, or result in a violation of (A) any
         provision  of  the  Organizational  Documents  of  Buyer,  or  (B)  any
         resolution  adopted by the board of  directors or the  stockholders  of
         Buyer; or

              (ii)  contravene,  conflict  with, or result in a violation of, or
         give any  Governmental  Body or other Person the right to challenge any
         of the  Contemplated  Transactions  or to exercise any remedy or obtain
         any relief under, any Legal Requirement or any Order to which Buyer, or
         any of the assets owned or used by Buyer, may be subject.

Buyer is not and will  not be  required  to give any  notice  to or  obtain  any
Consent from any Person in  connection  with the  execution and delivery of this
Agreement  or the  consummation  or  performance  of  any  of  the  Contemplated
Transactions.

4.3 INVESTMENT INTENT

Buyer is  acquiring  the Shares for its own account and not with a view to their
distribution  within the meaning of Section 2(11) of the  Securities  Act. Buyer
acknowledges the  restrictions  placed upon the resale of the Shares by Rule 144
of the Securities Act, including a restrictive legend, which will affect Buyer's
ability to liquidate its investment

4.4 CERTAIN PROCEEDINGS

There is no pending  Proceeding  that has been commenced  against Buyer and that
challenges,  or may have the effect of preventing,  delaying, making illegal, or
otherwise  interfering  with, any of the Contemplated  Transactions.  To Buyer's
Knowledge, no such Proceeding has been Threatened.

5. COVENANTS OF THE COMPANY PRIOR TO CLOSING DATE

5.1 ACCESS AND DUE DILIGENCE

Between the date of this  Agreement and the Closing Date,  the Company will, and
will cause its  Representatives to, (a) permit Buyer and its Representatives and
prospective lenders and their Representatives (collectively, "Buyer's Advisors")
full and free  access  at all  reasonable  times  to all  premises,  properties,
personnel,  books and records  (including Tax record),  and other  documents and
data of or  pertaining to the Company,  (b) furnish  Buyer and Buyer's  Advisors
with copies of all such books and records, and other existing documents and data
as Buyer may reasonably request, and (c) furnish Buyer and Buyer's Advisors with
such additional  financial,  operating,  and other data and information as Buyer
may reasonably request.

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<PAGE>

5.2 NOTIFICATION

Between the date of this  Agreement  and the  Closing  Date,  the  Company  will
promptly  notify  Buyer in writing if the Company  becomes  aware of any fact or
condition  that  causes  or  constitutes  a  Breach  of  any  of  the  Company's
representations  and  warranties  as of the  date of this  Agreement,  or if the
Company becomes aware of the occurrence  after the date of this Agreement of any
fact  or  condition  that  would  (except  as  expressly  contemplated  by  this
Agreement) cause or constitute a Breach of any such  representation  or warranty
had such  representation  or warranty  been made as of the time of occurrence or
discovery of such fact or  condition.  During the same period,  the Company will
promptly  notify  Buyer of the  occurrence  of any Breach of any covenant of the
Company in this  Section 5 or of the  occurrence  of any event that may make the
satisfaction of the conditions in Section 7 impossible or unlikely.

5.3 BEST EFFORTS

Between the date of this  Agreement and the Closing  Date,  the Company will use
its Best Efforts to cause the conditions in Section 7 to be satisfied.

5.4 PRESERVATION OF BUSINESS

Between the date of this  Agreement and the Closing Date,  the Company will keep
its  business  and  properties   substantially  intact,  including  its  present
operations,  physical  facilities,  working  conditions,  and relationships with
lessors, licensors, suppliers, customers, and employees.

5.5 EXCLUSIVITY

Between the date of this  Agreement and the Closing  Date,  the Company will not
(i) solicit, initiate, or encourage the submission of any proposal or offer from
any Person  relating to the  acquisition  of any capital  stock or other  voting
securities,  or any substantial portion of the assets, of the Company (including
any  acquisition  structured as a merger,  consolidation,  or share exchange) or
(ii)  participate in any  discussions  or  negotiations  regarding,  furnish any
information  with respect to,  assist or  participate  in, or  facilitate in any
other  manner  any  effort  or  attempt  by any  Person to do or seek any of the
foregoing. The Company will notify the Buyer immediately if any Person makes any
proposal, offer, inquiry, or contact with respect to any of the foregoing.

5.6 FURTHER ASSURANCES

In case at any time  after  the  Closing  any  further  action is  necessary  or
desirable to carry out the purposes of this Agreement,  each of the Parties will
take such further  action  (including the execution and delivery of such further
instruments and documents) as any other Party reasonably may request, all at the
sole cost and expense of the requesting  Party (unless the  requesting  Party is
entitled  to  indemnification  therefore  under  Article 10 below).  The Company
acknowledges  and  agrees  that  from and after the  Closing  the Buyer  will be
entitled to possession of all documents, books, records (including Tax records),
agreements, and financial data of any sort relating to the Company.

                                       10
<PAGE>

6. COVENANTS OF BUYER PRIOR TO CLOSING DATE

Between the date of this Agreement and the Closing Date, Buyer will use its Best
Efforts to cause the conditions in Section 8 to be satisfied.

7. CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE

Buyer's obligation to purchase the Shares and to take the other actions required
to be taken by Buyer at the Closing is subject to the satisfaction,  at or prior
to the Closing, of each of the following  conditions (any of which may be waived
by Buyer, in whole or in part):

7.1 ACCURACY OF REPRESENTATIONS

All of the Company's  representations and warranties in this Agreement must have
been  accurate in all material  respects as of the date of this  Agreement,  and
must be accurate in all  material  respects as of the Closing Date as if made on
the Closing Date.

7.2 THE COMPANY'S PERFORMANCE

         (a) All of the covenants and  obligations  that the Company is required
         to perform or to comply with pursuant to this  Agreement at or prior to
         the Closing  must have been duly  performed  and  complied  with in all
         material respects.

         (b) Each document required to be delivered pursuant to Section 2.4 must
         have been delivered, and each of the other covenants and obligations in
         Section 5.3 must have been performed and complied with in all respects.

7.3 NO PROCEEDINGS

Since  the  date of this  Agreement,  there  must  not have  been  commenced  or
Threatened  against  Buyer,  or against any Person  affiliated  with Buyer,  any
Proceeding (a) involving any challenge to, or seeking damages or other relief in
connection with, any of the Contemplated Transactions,  or (b) that may have the
effect of preventing,  delaying,  making illegal, or otherwise  interfering with
any of the Contemplated Transactions.

7.4 BOARD RESOLUTION

The Company's and Subsidiary's Boards of Directors shall have executed the Board
Resolution  in a form  reasonably  acceptable  to  Buyer,  and the  Company  and
Subsidiary shall have delivered a copy thereof to Buyer.

                                       11
<PAGE>

7.5 DEVELOPMENT AGREEMENT

Buyer  and the  Company  shall be in a  position  to  execute  and  perform  the
Development  Agreement in the form attached  hereto as Exhibit 7.5  simultaneous
with the execution of this Agreement.

7.7 ACTIONS AND DOCUMENTS

All corporate  actions  necessary to consummate  the  transactions  contemplated
hereby and all documents and instruments  incident to such transactions shall be
satisfactory  in  substance  and form to the  Buyer,  and the Buyer  shall  have
received  all such  counterpart  originals  or certified or other copies of such
documents as it may reasonably request.

7.8 OWNERSHIP OF TECHNOLOGY

The Buyer shall have received from the Company all documents and other materials
requested by Buyer for the purpose of examining  and  determining  the Company's
rights  in  and to  Intellectual  Property  relating  to  Hematocrit  Technology
developed and to be developed,  and the status of the Company's ownership rights
in and to all such  Intellectual  Property shall be reasonably  satisfactory  to
Buyer under this Agreement.

7.9 DUE DILIGENCE APPROVED BY THE BUYER

The transactions  contemplated  under this Agreement shall have been approved by
the Buyer. Buyer shall provide a copy of the Chi Lin Board resolution  approving
this transaction certified by an officer of Chi Lin.

8. CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATION TO CLOSE

The  Company's  obligation  to issue the  Shares  and to take the other  actions
required  to be  taken  by  the  Company  at  the  Closing  is  subject  to  the
satisfaction,  at or prior to the Closing,  of each of the following  conditions
(any of which may be waived by the Company, in whole or in part):

8.1 ACCURACY OF REPRESENTATIONS

All of Buyer's  representations  and warranties in this Agreement must have been
accurate in all material  respects as of the date of this  Agreement and must be
accurate  in all  material  respects  as of the  Closing  Date as if made on the
Closing Date.

8.2 BUYER'S PERFORMANCE

         (a) All of the  covenants  and  obligations  that Buyer is  required to
         perform or to comply with pursuant to this Agreement at or prior to the
         Closing  must have been  performed  and  complied  with in all material
         respects.

         (b) Buyer must have  delivered  each of the  documents  required  to be
         delivered by Buyer  pursuant to Section 2.4 and must have made the cash
         payment required to be made by Buyer pursuant to Section 2.4(a).

                                       12
<PAGE>

8.3 NO INJUNCTION

There must not be in effect any Legal  Requirement  or any  injunction  or other
Order that (a) prohibits the issuance of the Shares by the Company to Buyer, and
(b) has been adopted or issued,  or has otherwise  become  effective,  since the
date of this Agreement.

8.5 DEVELOPMENT AGREEMENT

Buyer  and the  Company  shall be in a  position  to  execute  and  perform  the
Development  Agreement in the form attached  hereto as Exhibit 7.5  simultaneous
with the execution of this Agreement.

9. TERMINATION

9.1 TERMINATION EVENTS

This Agreement may, by notice given prior to or at the Closing, be terminated:

         (a) by either Buyer or the Company and Subsidiary if a material  Breach
         of any  provision  of this  Agreement  has been  committed by the other
         party and such Breach has not been  waived or cured  within a period of
         30 days after the notice of breach.

         (b) (i) by Buyer if any of the  conditions  in  Section  7 has not been
         satisfied as of the Closing Date or if satisfaction of such a condition
         is or becomes  impossible  (other than  through the failure of Buyer to
         comply with its  obligations  under this  Agreement)  and Buyer has not
         waived such  condition  on or before the Closing  Date;  or (ii) by the
         Company and  Subsidiary,  if any of the conditions in Section 8 has not
         been  satisfied  as of the Closing  Date or if  satisfaction  of such a
         condition is or becomes  impossible  (other than through the failure of
         the Company to comply with their  obligations under this Agreement) and
         the Company and  Subsidiary  has not waived such condition on or before
         the Closing Date;

         (c) by mutual consent of Buyer and the Company and Subsidiary; or

         (d) by either  Buyer or the Company and  Subsidiary  if the Closing has
         not occurred  (other than  through the failure of any party  seeking to
         terminate  this  Agreement to comply fully with its  obligations  under
         this Agreement) on or before the date set forth in Section 2.3, or such
         later date as the parties may agree upon in writing.

9.2 EFFECT OF TERMINATION

Each party's right of termination  under Section 9.1 is in addition to any other
rights it may have under this  Agreement  or  otherwise,  and the  exercise of a
right of termination  will not be an election of remedies.  If this Agreement is
terminated pursuant to Section 9.1, all further obligations of the parties under
this Agreement will terminate,  except that the obligations in Sections 11.1 and

                                       13
<PAGE>

11.3 will survive; provided,  however, that if this Agreement is terminated by a
party  because of the Breach of the  Agreement by the other party or because one
or more of the  conditions to the  terminating  party's  obligations  under this
Agreement is not  satisfied as a result of the other  party's  failure to comply
with its  obligations  under this Agreement,  the  terminating  party's right to
pursue all legal remedies will survive such termination unimpaired.

10. INDEMNIFICATION; REMEDIES

10.1 SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY WAIVER

All representations,  warranties,  covenants, and obligations in this Agreement,
the certificates delivered pursuant to Section 2.4(b), and any other certificate
or document delivered  pursuant to this Agreement will survive the Closing.  The
waiver of any condition based on the accuracy of any representation or warranty,
or on the performance of or compliance with any covenant or obligation, will not
affect the right to  indemnification,  payment of Damages, or other remedy based
on such representations, warranties, covenants, and obligations.

10.2 INDEMNIFICATION AND PAYMENT OF DAMAGES BY THE COMPANY

The Company will  indemnify and hold Buyer  harmless,  and will pay to Buyer the
amount of any Damages  arising,  directly or  indirectly,  from or in connection
with (a) any Breach of any  representation  or  warranty  made by the Company in
this Agreement or in any certificate  delivered by the Company  pursuant to this
Agreement,  (b) any Breach by the Company of any covenant or  obligation  of the
Company  in this  Agreement,  or (c) any claim by any Person  for  brokerage  or
finder's fees or  commissions  or similar  payments  based upon any agreement or
understanding  alleged to have been made by such Person with the Company (or any
Person  acting  on its  behalf)  in  connection  with  any  of the  Contemplated
Transactions.

10.3 INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER

Buyer will indemnify and hold the Company harmless,  and will pay to the Company
the amount of any Damages arising, directly or indirectly, from or in connection
with (a) any  Breach of any  representation  or  warranty  made by Buyer in this
Agreement or in any  certificate  delivered by Buyer pursuant to this Agreement,
(b) any  Breach  by  Buyer  of any  covenant  or  obligation  of  Buyer  in this
Agreement,  or (c) any claim by any Person for  brokerage  or  finder's  fees or
commissions  or similar  payments  based  upon any  agreement  or  understanding
alleged to have been made by such Person with Buyer (or any Person acting on its
behalf) in connection with any of the Contemplated Transactions.

11. GENERAL PROVISIONS

11.1 EXPENSES

Except as otherwise  expressly  provided in this  Agreement,  each party to this
Agreement  will bear its  respective  expenses  incurred in connection  with the
preparation,  execution,  and performance of this Agreement and the Contemplated
Transactions,  including  all  fees and  expenses  of  agents,  representatives,
counsel, and accountants.

                                       14
<PAGE>

11.2 PUBLIC ANNOUNCEMENTS

No notices to third parties or other publicity  concerning this Agreement or the
Contemplated  Transactions  shall be issued or released by either  party  hereto
without the prior written consent of the other party, which consent shall not be
unreasonably  withheld.  This provision  shall not be interpreted to bar a party
from  making  any  disclosure  required  of it by law,  but if  such  disclosure
mentions the other party,  then the  disclosing  party shall give the  mentioned
party the opportunity to review the disclosure prior to its release.

11.3 CONFIDENTIALITY

Between the date of this  Agreement and the Closing Date,  Buyer and the Company
will maintain in confidence, and will cause the directors,  officers, employees,
agents,  and  advisors of Buyer and the Company to  maintain in  confidence  any
written information stamped  "confidential" when originally furnished by another
party in connection with this Agreement or the Contemplated Transactions, unless
(a) such  information is already known to such party or to others not bound by a
duty of confidentiality  or such information  becomes publicly available through
no  fault  of  such  party,  (b) the use of such  information  is  necessary  or
appropriate  in making any filing or obtaining any consent or approval  required
for the consummation of the Contemplated Transactions,  or (c) the furnishing or
use of such information is required by legal proceedings.

If the Contemplated Transactions are not consummated,  each party will return or
destroy as much of such written  information  as the other party may  reasonably
request.

11.4 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  telecopier,  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 telecopier  numbers set forth below (or to such other
addresses and telecopier numbers as a party may designate by notice to the other
parties):

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

       Facsimile No.: (801) 497-9445

with a copy to:
       Scott Jenkins
       60 South Main St., Suite 800
       Salt Lake City, Utah 84111

       Facsimile No. (801) 531-3394

                                       15
<PAGE>

Buyer:
       Richard Soong
       Chi Lin Technology Co. Ltd.
       717 No. 71 Te Lun Road
       Jen Te Hsian,
       Tainan County Taiwan, R.O.C
       Facsimile No.:   (06) 279-1194

with a copy to:

       Robert S. Chiang
       Chi Lin Technology Co. Ltd.
       717 No. 71 Te Lun Road
       Jen Te Hsian,
       Tainan County Taiwan, R.O.C
       Facsimile No.:   (06) 279-1194

11.5 JURISDICTION; SERVICE OF PROCESS

Any action or  proceeding  seeking to enforce any  provision of, or based on any
right arising out of, this  Agreement may be brought  against any of the parties
in the courts of the State of Utah,  County of Salt  Lake,  or, if it has or can
acquire  jurisdiction,  in the  United  States  District  Court for the  Central
District of Utah, and each of the parties  consents to the  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.

11.6 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 referred to in this Agreement.

11.7 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

                                       16
<PAGE>

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.

11.8 ENTIRE AGREEMENT AND MODIFICATION

This Agreement  supersedes all prior agreements between the parties with respect
to its subject matter (including the Proposal of Joint Venture between Buyer and
the Company  dated April 27,  2000) 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.

11.9 ASSIGNMENTS, SUCCESSORS, AND NO THIRD-PARTY RIGHTS

Neither  party may assign any of its rights  under this  Agreement  without  the
prior written  consent of the other party.  Subject to the  preceding  sentence,
this  Agreement will 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 will be construed to give any Person
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.

11.10 SEVERABILITY

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

11.11 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.

                                       17
<PAGE>

11.12 TIME OF ESSENCE

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

11.13 GOVERNING LAW

This  Agreement will be governed by the laws of the State of Utah without regard
to conflicts of laws principles.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       18
<PAGE>

11.14 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.

       IN  WITNESS  WHEREOF,  the  parties  have  executed  and  delivered  this
Agreement as of the date first written above.

                   THE COMPANY:

                   INMEDICA DEVELOPMENT CORPORATION, a Utah corporation

                   By: /s/ Ralph Henson
                   --------------------
                   Name:   Ralph Henson
                   Title:  President


                   BUYER:

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

                   By:
                      --------------------------------------------------
                   Name:
                        ------------------------------------------------
                   Title:
                         -----------------------------------------------


                   By:
                      --------------------------------------------------
                   Name:
                        ------------------------------------------------
                   Title:
                         -----------------------------------------------

                                       19
<PAGE>

LIST OF EXHIBITS AND SCHEDULES


SCHEDULE 2 of Exhibit 3            Description  of  Contracts  relating  to  the
                                   issuance,  sale,  or  transfer  of any equity
                                   securities or other securities of the Company

SCHEDULE 7 of Exhibit 3            Financial Statements

SCHEDULE 13 of Exhibit 3           List of all  licensing  agreements  or  other
                                   Contracts    with    respect   to    patents,
                                   trademarks, copyrights, or other intellectual
                                   property    relating   to   the    Hematocrit
                                   Technology, including agreements with current
                                   or   former   employees,    consultants,   or
                                   contractors  regarding the  appropriation  or
                                   the  non-disclosure  of any of the  Company's
                                   intellectual  property assets relating to the
                                   Hematocrit Technology

Exhibit 3                          Representations,  Warranties and Covenants of
                                   the Company

EXHIBIT 7.5                        Development,   Licensing  and   Manufacturing
                                   Agreement

                                       20
<PAGE>

                                  SCHEDULE 3.3


     Description of Contracts relating to the issuance, sale, or transfer of
            any equity securities or other securities of the Company



                    See Section 3, Due Diligence Request List

                                       21
<PAGE>

                                  SCHEDULE 3.4


                              Financial Statements



                   See Section 5., Due Diligence Request List

                                       22
<PAGE>

                                  SCHEDULE 3.6


            List of all licensing agreements or other Contracts with
        respect to patents, trademarks, copyrights, or other intellectual
      property relating to the Hematocrit Technology, including agreements
          with current or former employees, consultants, or contractors
              regarding the appropriation or the non-disclosure of
                any of the Company's intellectual property assets
                      relating to the Hematocrit Technology



                 See Section 8., 10, Due Diligence Request List

                                       23
<PAGE>



<PAGE>

                                   EXHIBIT 7.5


               Development, Licensing and Manufacturing Agreement

                                       24
<PAGE>