EXHIBIT "C"

                                  OVERHEAD NOTE

                           SECURED CONVERTIBLE PROMISSORY NOTE


$____________                                                        Logan, Utah
                                                               February 19, 2004

1.       PROMISE TO PAY.

         FOR  VALUE  RECEIVED,   INMEDICA   DEVELOPMENT   CORPORATION,   A  UTAH
         CORPORATION ("Maker"),  promises to pay to the order of Wescor, Inc., a
         Utah corporation  ("Holder"),  at 459 South Main, Logan, Utah 84321, or
         at such other  place as the Holder may from time to time  designate  in
         writing, amounts designated as Overhead Advances, or so much thereof as
         may be  disbursed  to, or for the  benefit  of the  Borrower  by Lender
         pursuant  to the terms and  conditions  of a  separate  Loan  Agreement
         between  Borrower and Lender as described more fully in Section 2 below
         (the "Loan  Agreement").  It is the intent of the  Borrower  and Lender
         hereunder  to  create a line of  credit  between  Borrower  and  Lender
         whereby  Borrower  may borrow up to $ 75,000 from  Lender for  Overhead
         Advances as defined in the Loan Agreement and such  additional  amounts
         as may be agreed upon by the parties in writing.

         Subject to the  provisions  of the Loan  Agreement  and unless  earlier
         forgiven pursuant to the terms of the Loan Agreement, the principal and
         accrued  interest  hereunder shall be repaid by Borrower to Lender upon
         the earlier to occur of the  following:  (1) on or before the  maturity
         date;  and (2)  immediately  from  50% of any  revenues  received  from
         commercialization of Maker's Hematocrit  Technology or immediately from
         20% of any fund raising or loan  proceeds  received by Maker from third
         parties,  prior to the maturity date. This Note,  sometimes referred to
         herein and in the Loan Documentation as the Overhead Note evidences the
         Overhead Advances (the "Overhead Advance Loan") from Holder to Maker.

2.       LOAN AGREEMENT.

         This  Note has been  executed  and  delivered  by  Maker to  Holder  in
         conjunction  with a separate  Loan  Agreement  between Maker and Holder
         which  sets  forth  the  terms  and  conditions  of the loan to be made
         hereunder and other  agreements of the parties.  This Note shall at all
         times  be  governed  by and  construed  in  accordance  with  the  Loan
         Agreement.  All terms used herein shall have the meanings given herein,
         unless  otherwise  defined 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.

3.       CONVERTIBILITY.

         This Note, at the election of Holder,  shall be convertible into shares
         of Maker's existing common stock. Upon election and notice by Holder to
         Maker, all or any portion of the outstanding  principal and accrued and
         unpaid  interest  then  due  on  this  Note  shall  be  converted  (the
         "Conversion")  into fully paid and nonassessable  common stock of Maker
         at a conversion  price of $.10 per share.  Provided,  however,  that no
         fractional  shares shall be issued.  Upon  complete  conversion  of the
         amounts  outstanding  on this Note,  Maker  shall pay to Holder cash in
         lieu of any fractional shares.



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4.       SECURITY.

         This Note is  unsecured.  This Note and the Loan  Agreement are defined
herein as the "Loan Documents."

5.       MATURITY DATE.

         Absent the occurrence of an Event of Default  hereunder or under any of
         the Loan Documents,  the unpaid principal  balance hereof and all other
         amounts payable by Maker under the terms of the Loan  Documents,  shall
         be due and  payable  on April 1, 2005  (the  "Maturity  Date").  If the
         Maturity Date should fall (whether by  acceleration  or otherwise) on a
         day that is not a business day,  payment of the  outstanding  principal
         shall be made on the next succeeding business day.

6.       PREPAYMENT.

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

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

5.       INTEREST.

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

         (b)      Upon the occurrence of an Event of Default (and so long as the
                  Event of Default  shall  continue),  interest will accue at an
                  annual  rate of  interest  equal to the  Prime  Rate  plus two
                  percent (2%) (the "Default Interest Rate").

8.       LAWFUL MONEY.

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

9.       APPLICATION OF PAYMENTS/LATE CHARGE.

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

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



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10.      EVENT OF DEFAULT.

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

         (a)      Failure  by  Maker  to  pay  any  monetary   amount  when  due
                  hereunder,  and failure to cure such  default  within five (5)
                  days;

         (b)      Failure by Maker to perform  any other  obligation  under this
                  Note,  and failure to cure such default  within five (5) days;
                  or

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

11.      REMEDIES.

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

12.      WAIVER.

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

13.      CHANGE, DISCHARGE, TERMINATION, OR WAIVER.

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

14.      ATTORNEYS' FEES.

         If this Note is not paid when due or if any  Event of  Default  occurs,
         Maker  promises  to pay all costs of  enforcement  and  collection  and
         preparation   therefor,   including  but  not  limited  to,  reasonable
         attorneys' fees,  whether or not any action or proceeding is brought to
         enforce the provisions hereof (including,  without limitation, all such
         costs incurred in connection with any



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         bankruptcy,  receivership,  or other court proceedings  (whether at the
         trial  or  appellate   level))  or  with  regard  to  any   arbitration
         proceeding.

15.      SEVERABILITY.

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

16.      INTEREST RATE LIMITATION.

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

17.      NUMBER AND GENDER.

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

18.      HEADINGS.

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

19.      CHOICE OF LAW.

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

20.      INTEGRATION.

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

21.      COUNTERPARTS.

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




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22.      BINDING EFFECT.

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

23.      TIME OF THE ESSENCE.

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

24.      SURVIVAL.

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

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

                                            MAKER:

                                            InMedica Development Corporation,
                                            a Utah Corporation


                                            By:      /s/ Ralph Henson
                                                     President


















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