DEVELOPMENT, LICENSING AND
                             MANUFACTURING AGREEMENT


      This Development,  Licensing and Manufacturing  Agreement ("Agreement") is
made as of the 10th day of May,  2001, by INMEDICA  DEVELOPMENT  CORPORATION,  a
Utah corporation  ("InMedica"),  and CHI LIN TECHNOLOGY CO., LTD., a corporation
duly organized and existing under the laws of the Republic of China ("Chi Lin").

RECITALS

      The  parties  are  executing  this  Agreement  is  connection  with  their
execution  of a Stock  Purchase  Agreement  dated  the 10th day of May 2001 (the
"Stock  Purchase  Agreement"),  by which Chi Lin is purchasing from InMedica and
InMedica is issuing to Chi Lin stock in InMedica and MicroCor.  The execution of
this Agreement is a condition  precedent to the parties'  obligations  under the
Stock Purchase Agreement.

      InMedica is a medical products  research and development  company.  It has
developed a method for  measuring  hematocrit  non-invasively  (without  drawing
blood) and has  applied  for and/or  received  three (3)  patents  from the U.S.
Patent and Trademark Office. As of February 15, 1995, InMedica'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 term of 17 years.
InMedica 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, InMedica received
a first office action notice of allowance on a third patent,  "System and Method
for Invivo Hematocrit Measurement Using Impedance 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  "InMedica  Hematocrit
Technology".

      Chi Lin is a  manufacturing  company.  It has  access to  researchers  and
engineers  to  develop  products  for  manufacture.  It has  the  financial  and
managerial  assets and experience to be capable of developing and  manufacturing
medical products.

      The parties desire to enter into this Agreement for the joint  development
of products based on the InMedica Hematocrit Technology,  for the manufacture of
such products,  and for the distribution and sale of such products.  The parties
anticipate  that  they  will  develop  (I) a  product  that  performs  the basic
functions and delivers the results of the hematocrit  measurement  (the "Primary
Product"),  (II) a product that is used in conjunction  with the Primary Product
in the hematocrit  measurement  process on one patient and then disposed of (the
"Disposable  Product"),  and (III) other products using the InMedica  Hematocrit
Technology or supporting the functions of the Primary Product and the Disposable
Product (the "Secondary  Product").  The Primary Product, the Disposable Product
and  any  Secondary  Product  are  collectively  referred  to  herein  as  the "
Products".  This  Agreement  is  intended to cover the  development,  licensing,
manufacture, distribution and sale of the Products.

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AGREEMENT


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

1. DEVELOPMENT

1.1 PRODUCT SPECIFICATIONS

InMedica and Chi Lin shall cooperate to develop product specifications that will
incorporate  the  InMedica   Hematocrit   Technology  into  the  Products.   The
specifications  shall include all aspects of such Products,  including,  but not
limited to, size, materials, color, style, design, components, and functionality
and must be  approved  in  writing by both Chi Lin and  InMedica.  Prior to mass
production  of the Products to be sold to  InMedica,  InMedica and Chi Lin shall
have a production  agreement in written form as to the  specifications and as to
the  proposed  and  estimated  product  costs and prices as further  detailed in
Section 3.3 for Products to be sold to InMedica.  The production agreement shall
be reviewed and updated by both parties yearly and as needed.

1.2 CONTRACTS WITH THIRD PARTIES

Chi Lin shall  have the right to  contract,  at its  expense,  with the  Medical
Physics,  Inc.,  Salt Lake City, Utah and Biomedical  Engineering  Center of the
Industrial   Technology   Research   Institute,   Taiwan,  or  any  other  party
(collectively,  the "Research  Partners") for assistance with the engineering of
the Products and the development of the final specifications.

1.3 REGULATORY APPROVALS

The parties acknowledge that, for both legal and marketing purposes,  regulatory
approvals and certifications from various governmental agencies (the "Regulatory
Approvals")  of the Products will be required,  including,  without  limitation,
approval  of the  U.S.  Food & Drug  Administration,  "ISO"  certification,  and
approval for a "CE" mark.

In areas outside of the Licensed Areas (as defined in Section 3.1 (a)), InMedica
shall  determine  which  Regulatory  Approvals  are  necessary  (the  "Necessary
Approvals") for its plans to market, distribute and sell the Products.  InMedica
shall arrange for and perform, at its expense, all necessary clinical testing of
the  performance  of the Product  reasonably  necessary to obtain the  Necessary
Approvals.  Chi Lin shall obtain the Necessary Approvals to the extent that they
relate to the Products' design, development and manufacture processes.

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<PAGE>

In areas within the Licensed Areas,  Chi Lin shall determine which are necessary
for its plans to  market,  distribute  and sell the  Products.  Chi Lin shall be
responsible for obtaining such Regulatory Approvals within the Licensed Areas.

The parties shall have the right to contract,  at their separate  expense,  with
third  parties for  assistance  in performing  their  obligations  to obtain the
Necessary  Approvals.  The  parties  shall  cooperate  with  each  other  in the
performance of their obligations under this Section to facilitate  obtaining the
Necessary Approvals.

1.4 MANUFACTURE LICENSE OF THE INMEDICA HEMATOCRIT TECHNOLOGY

InMedica hereby grants to Chi Lin,  pursuant to the terms of this  Agreement,  a
worldwide license to the InMedica  Hematocrit  Technology,  including any future
addition and enhancement to it by InMedica or its contracted  Research Partners,
to develop and manufacture the Products (the "Manufacture  License").  Except as
described in the licenses and other agreements  attached hereto as Schedule 1.4,
the  Manufacture  License  shall  be  exclusive,  and  during  the  term  of the
Manufacture License, Chi Lin shall be the sole manufacture of the Products.  Chi
Lin shall have the right to contract any third  contractor(s) to manufacture the
Products.

1.5 DISCLOSURE OF THE INMEDICA HEMATOCRIT TECHNOLOGY

InMedica shall disclose to Chi Lin all aspects of its research and findings with
respect to the InMedica Hematocrit Technology, including any future addition and
enhancement to it by InMedica or its contracted Research Partners. Chi Lin shall
have the right to use such  information as set forth in this Agreement.  Chi Lin
shall keep all such information  confidential and shall not disclose any of such
information to third parties except to the extent allowed hereunder.

1.6 TECHNOLOGY OWNERSHIP

This development  agreement does not constitute the transfer of the ownership of
the InMedica Hematocrit  Technology by InMedica to Chi Lin. InMedica retains the
ownership of the InMedica Hematocrit  Technology,  including any future addition
and enhancement to it by InMedica or its contracted Research Partners,  with Chi
Lin acquiring only the licenses described herein to use the InMedica  Hematocrit
Technology.  InMedica has the right to use such technology in other applications
if the practice will not in any way create a competition in any potential market
of the Products.

Any  future  additions,  enhancements,  or  improvements  jointly  developed  or
discovered  by  InMedica  and Chi  Lin,  with  or  without  contracted  Research
Partners,  for the purpose of developing  and  manufacturing  the Products shall
become the shared  property of both  parties.  No royalty  shall be collected by
either  party  from  the  other  for  using  such  information  to  develop  and
manufacture  the  Products.   Both  parties  shall  not  disclose  any  of  such
information to third parties or use any of such  information  for other purposes
without  first  obtaining a written  approval  from the other party except where
contractually obligated by prior licenses attached hereto as Schedule 1.4.

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<PAGE>

Chi Lin retains the ownership of the  development  findings that are obtained by
Chi Lin alone, with or without contracted research partners. No royalty shall be
collected by Chi Lin from  InMedica for its use of such  information  to develop
and manufacture the Products.  Chi Lin has the right to use such developments in
other  applications  if the practice will not in any way create a competition in
any potential  market of the Products.  InMedica  shall not disclose any of such
information to third parties or use any of such  information  for other purposes
without obtaining a written approval or license from Chi Lin.

2. MANUFACTURING

2.1 APPROVAL; CHI LIN TO MANUFACTURE

Upon the completion of the final  specifications of the Products,  Chi Lin shall
promptly begin  manufacture such approved  Products as set forth in this Section
2. All costs of  manufacturing  shall be the  responsibility  of Chi Lin and the
manufactured  Products  shall  be  the  property  of  Chi  Lin,  subject  to the
limitations of the Distribution License described below.

2.2 FORECASTS

InMedica  shall  deliver  to Chi  Lin at  least  thirty  (30)  days  before  the
commencement of manufacturing of a Product, and at least thirty (30) days before
each calendar quarter  thereafter,  a written estimate of the number of units of
each  Product  InMedica  in good faith  believes it will  purchase  from Chi Lin
during such quarter (the "Forecast").  Chi Lin shall be obligated to manufacture
and/or to make available from Chi Lin's  inventory at least the Forecast  number
of Products  for delivery to InMedica  during such  quarter.  InMedica  shall be
obligated to purchase at least seventy-five percent (75%) of the Forecast number
of  Products  during  such  quarter.  Chi Lin  shall  use its  best  efforts  to
manufacture and /or to make available from its inventory and deliver to InMedica
such  number of  Products  that  InMedica  may  order in excess of the  Forecast
number.  The first Forecast shall be included in the product agreement as stated
in Section 3.3 and the following Forecasts shall be reasonably acceptable to Chi
Lin.

3. SALE AND DISTRIBUTION

3.1 DISTRIBUTION LICENSE

      (a) License.  InMedica hereby grants to Chi Lin,  pursuant to the terms of
this  Agreement,  an exclusive  license to sell and distribute the Products (the
"Distribution  License")  only  within  the  following  geographical  areas (the
"License  Areas"):  Australia,  New Zealand and the countries of Asia (including
without limitation,  Indonesia, Malaysia and the island countries of the Western
Pacific Rim; but excluding  Russia,  Turkey and the countries of the Middle East
from Iran and to the  west).  During the term of this  Agreement,  Chi Lin shall
have the exclusive  right to sell and distribute or to further  license to other
parties  the right to sell and  distribute,  the  Products  only in the  License
Areas.  InMedica  shall  not  grant any  license  to any third  party to sell or
distribute  the  Products  in the  License  Areas  nor  shall  Chi  Lin  sell or
distribute  the  Products  outside of the  License  Areas  (other  than  through
InMedica  as set  forth  herein)  during  the term  hereof.  InMedica  expressly
reserves the exclusive  right for itself to sell and  distribute,  or to further
license to other parties the right to sell and distribute,  the Products outside
of the License Areas.

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<PAGE>

      (b)  Royalty.  During  the term  hereof  Chi Lin shall pay to  InMedica  a
royalty for each Product sold or  distributed  within the License Areas pursuant
to the Distribution  License. The royalty for the Primary Product shall be 4% of
the net  selling  price sold per unit.  No royalty  shall be  collected  for the
Disposable  Product.  Net selling price used in this Section 3.1(b) shall be the
amount paid to Chi Lin for the Product less any freight, insurance,  tariffs and
duties. The royalty for the Secondary Products shall be determined by good-faith
negotiations  between the parties  after  developing  but before  beginning  the
manufacture of each new Secondary Product.  Within sixty (60) days following the
end of each calendar quarter, Chi Lin shall deliver to InMedica a report listing
the number of sales of each Product during the quarter then ending, and shall at
the same time send payment to InMedica of the  royalties  due hereunder for such
quarter.

3.2 SUPPLY TO INMEDICA

In the event Chi Lin is unable to manufacture  enough Products to meet worldwide
demand,  Chi Lin shall fill orders  placed by InMedica  first  before  supplying
Products to other  distributors or to itself for  distribution and sale. Chi Lin
shall  manufacture  and/or make available  from its inventory to InMedica,  on a
priority basis, the Products  ordered by InMedica  pursuant to the Forecasts and
the provisions of Section 2.2.

3.3 PRODUCT COST and PRICING OF PRODUCTS

Chi Lin shall sell the  Products to InMedica at the prices to be  determined  in
this Section.

It is  recognized  by both  InMedica  and Chi Lin (i)  that  the  investment  on
manufacturing   facilities  represent  a  significant  portion  of  the  overall
manufacturing  cost, (ii) that, to maintain the competition edge and to meet the
need of  different  market  sectors,  it is the  intention  of both  parties  to
continuously  improve and expand their product line,  and (iii) that the product
prices will affect market acceptance and sales volume, and, hence, it may not be
practical  to  generate  profit  from some of the  initial  operations  and (iv)
InMedica has made a substantial investment in the Hematocrit Technology over the
past 12 years and is entitled to a fair and reasonable profit margin on its sale
of the Products.

 Costs and pricing shall be determined by InMedica and Chi Lin together based on
the market  strategy,  Product costs and reasonable  profit margin  requirements
shall be reviewed by both parties not less frequently than quarterly.  It is the
responsibility  of Chi Lin to devote  its every  effort to lower the  production
cost and, hence, the product sales prices to InMedica by continuously  improving
its production  methods,  operational  efficiency,  quality control,  and taking
advantage of changing costs of electronic parts and other  materials.  And it is
the  responsibility of InMedica to help Chi Lin with its efforts by continuously
conducting  necessary  market analysis and provide its best, most updated market
and technology information to Chi Lin.

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<PAGE>

Prior to the mass production of each Product,  InMedica and Chi Lin shall have a
production  agreement as also stated in Section 1.1.  Included in the  agreement
shall be the Product cost to InMedica  agreed upon by both  parties.  Hereafter,
quarterly,  Chi Lin shall notify InMedica in writing of the updated new price of
the Products at least thirty (30) days prior to it taking  effect.  If the price
set for the immediate past quarter proves to have been too high or too low, then
Chi  Lin  shall  adjust  the  price  for  the  next  quarter  to  equalize  such
discrepancy.

3.4 PAYMENT

InMedica  shall pay to Chi Lin the purchase  price for the Products as set forth
herein within sixty (60) days of the receipt of such Products for the first year
after the first  shipment of the Product.  One year after the first  shipment of
the Product the InMedica  shall pay Chi Lin the  purchase  price of the Products
within thirty (30) days of the receipt to such Products. InMedica shall have the
right to apply any unpaid  royalties under Section 3.1(b) to offset payments due
under this Section 3.5.

3.5  MANUFACTURING COST CONTROLS

      (a)  Competitive  Bids.  Beginning five (5) years after the date the first
Product is  manufactured  and sold to  InMedica,  InMedica  shall have the right
annually to present the Product specifications, without disclosure of technology
shared by both  parties or solely owned by Chi Lin as defined in Section 1.6, to
third parties for the purpose of obtaining  bids (the "  Competitive  Bids.") to
manufacture  the  Products  for sale to  InMedica.  Such third  parties  must be
responsible,  financially capable,  experienced and reasonably likely to be able
to  manufacture  the  Product(s)  in the same  country or area  wherein  Chi Lin
manufacture the Products, according to the specifications,  in the same quantity
and within the same time frame as Chi Lin reasonably proposes to manufacture the
Product(s) in the year to come.  InMedica shall give Chi Lin written notice if a
Competitive  Bid shall present an offer to  manufacture  any Product(s) for less
than ninety  percent (90%) of the selling price of the  Product(s) as determined
under this  Agreement.  Such notice shall  contain all relevant  information  to
enable Chi Lin to evaluate the basis of the third party's  offer.  Within thirty
(30) days of  receipt  of such  notice,  Chi Lin shall  give  InMedica a written
notice either:

      (i)  stating  the Chi Lin is  willing  to reduce  the price to a price not
exceeding 11% of the  Competitive  Bid Price,  in which case such price shall be
effective  immediately  and  shall  supersede  for one (1) year  the  provisions
contained  in this  Agreement  with  respect  to  calculating  the  price of the
relevant Product.  At least ninety (90) days prior to the end of each successive
one-year period,  Chi Lin shall notify InMedica in writing of the price at which
it is willing to sell such  Product to InMedica  for the next  one-year  period.
InMedica shall then have the right to seek Competitive Bid again pursuant to the
same procedure as described in Section 3.5(a).

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<PAGE>

      or

      (ii)  reasonably  describing and justifying the reasons why Chi Lin cannot
or is not  willing  to reduce  the price,  it being  understood  that Chi Lin is
entitled to a reasonable profit margin, and that the allowed discrepancy between
Chi  Lin's  price  and the  Competitive  Bid is  intended  to  allow  Chi Lin to
recapture a reasonable portion of its research and development  expenses. If the
reasons given by Chi Lin under this clause (ii) of Section 3.5(a) are deemed, in
InMedica's sole discretion,  to be  unreasonable,  then the parties shall submit
this  dispute  to an  arbitrator  whose  decision  thereon  shall be final.  The
arbitrator shall be a person  experienced in  manufacturing,  agreed by InMedica
and Chi Lin.  The  costs of the  arbitration  shall  be  borne  equally  by both
parties.  The purpose of the arbitration  shall be to determine  whether Chi Lin
has taken all  reasonable  steps to reduce  its  Product  prices to as low as is
possible. The parties shall act in good faith to resolve this dispute as quickly
as  possible,  with  the  arbitrator  being  instructed  that a  presumption  of
unreasonableness  is appropriate  against a party who is delaying the resolution
of the dispute.

            (A)  If  the   arbitrator   determines   that  Chi  Lin's  price  is
            unreasonably  high,  then InMedica  shall have the right to move the
            manufacture of the relevant Product(s) to the third party making the
            relevant  Competitive  Bid,  which right it shall exercise by giving
            Chi Lin sixty (60) days prior written notice thereof.  At the end of
            such sixty-day  period,  (i) the Manufacture  License granted to Chi
            Lin hereunder shall cease to be an exclusive license with respect to
            the Product(s) to be manufactured by the third party,  (ii) InMedica
            shall have no obligation to purchase such  Product(s)  from Chi Lin,
            and (iii) nothing  herein shall prohibit  InMedica from  contracting
            with the third party for the manufacture and sale of the Product(s).

            (B) If the arbitrator  determines  that Chi Lin's Product pricing is
            reasonable,   then  InMedica   shall  have  no  right  to  move  the
            manufacture  of the relevant  Product(s) to the third party pursuant
            to this Section 3.5(a).

      (b) Audit of  Financial  Records.  InMedica  shall have the right,  at its
expense,  at all reasonable times and from time to time, to review, or engage an
independent auditor to review, the accounting and operational records of Chi Lin
to determine the accuracy of the sales under the Distribution  License for which
royalties are payable, the accuracy and reasonableness of the operating cost and
production  estimates,  and to  verify  actual  results  as well as  other  data
relevant to the operation of Chi Lin and to the  provisions  of this  Agreement.
Chi Lin shall keep and maintain  accurate  records of its  accounting  data that
shall  reasonably and accurately  reflect its operations and shall maintain such
records  for at least  three (3)  years  following  the  close of each  relevant
period.  Chi Lin shall make all such  information  available  to  InMedica  upon
InMedica's  written  request  either by  providing  access  thereto at Chi Lin's
offices,  or by copying all such  information  and  delivering  it to  InMedica.
Whether to review such information by visiting Chi Lin's Offices or by requiring
the delivery of copies shall be at the election of InMedica. InMedica shall have
the  right to  terminate  this  Agreement  if Chi Lin (i) fails to  perform  its
obligations under this Section,  (ii) provides inaccurate or false records under
this  Section,  or (iii)  provides  false  or  unreasonably  inaccurate  cost or
production estimates or other information upon which the pricing of the Products
is based.

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3.6 NO OBLIGATION TO PURCHASE

Notwithstanding  anything to the contrary  contained in this Agreement,  nothing
herein shall be construed to require InMedica to purchase any number of Products
beyond the  amounts  set forth in Section  2.2,  or to repay any  portion of Chi
Lin's research and development expenses.

3.7 MARKETING

      (a) InMedica and Chi Lin shall develop  marketing  and sales  materials or
programs to promote the  Products.  Both parties shall use their best efforts to
market,  generate  demand for,  and sell the Products in the areas as defined in
Section 3.1, provided however,  that if, in each party's sole discretion,  it is
determines that  distributing or selling the Products in any particular  country
would be unprofitable or not profitable enough, then the party in question shall
have no obligation to distribute or sell the Products in such country.

      (b)  Examples  of any  marketing  or  promotional  materials  or  programs
developed  by InMedica  or Chi Lin shall be provided to the other party  without
charge.  Both parties  reserve the right to require the other party to change or
stop  using  such  materials  if any  of  the  two  parties,  in its  reasonable
discretion, finds the materials to contain inaccurate or misleading information,
to portray any of the parties in an  inappropriate  manner,  or to be  otherwise
objectionable.  Both parties  agree that they shall  immediately  change or stop
using such materials upon written notice received from the other party.

3.8 ACCEPTANCE OF PRODUCTS

The receipt of any Products by InMedica shall be deemed  conditional  and not an
acceptance  thereof.  Acceptance  shall be deemed to occur only  after  InMedica
shall  have had a  reasonable  period  (which  shall be not less than  three (3)
business days) to review the Products to assure  conformity with  specifications
and  that  such  Products  have  not  been  damaged  or  are  functioning.   Any
nonconforming, damaged or non-functioning Products may, at InMedica's option, be
returned  to Chi Lin at Chi  Lin's  expense,  and the  price  thereof  shall  be
credited  against the purchase price InMedica would otherwise have paid for such
shipment of Products.

3.9 WARRANTIES

Chi Lin  represents  and warrants  that each Product  shipped  shall (i) for the
period of the  specified  shelf  life  from the date of  delivery  to  InMedica,
conform to the specifications approved by InMedica, and be free of any defect in
material or workmanship, and (ii) for the useful life of the Product, be free of
any liens, and adverse claims of ownership.

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3.10 INDENIFICATION

Chi Lin shall  indemnify and hold InMedica  harmless from all claims for damages
arising from any third party's use of a Product based on faulty manufacturing of
the Product,  unless such claim is  determined  to be caused by  InMedica's  own
gross negligence or flawed Product specifications supplied by InMedica.  Damages
indemnified hereby shall include, without limitation, all costs of defending and
appealing  such claims  including  attorney  fees,  court costs,  arbitrator and
mediator fees, judgments,  awards, penalties,  fines, investigation fees, expert
fees, and similar costs.

3.11 PROUDCT LIABILITY INSURANCE

From the date on which it first manufactures a Product hereunder,  Chi Lin shall
procure  and  maintain  in force at all times until the  termination  hereof,  a
policy of insurance  covering  product  liability  claims with  coverage in such
commercially  reasonable  amounts as the parties may mutually  agree,  but in no
event shall limits of such coverage be less than  $2,000,000  per  occurrence or
claim.  Such  policy  shall list  InMedica  as an  additional  insured and shall
provide that it cannot be  terminated  without  giving  InMedica at least thirty
(30) days prior written notice. Chi Lin shall deliver a certificate of insurance
for such policy to InMedica  prior to delivering  the first Product  manufacture
hereunder.

4. TERMINATON

This Agreement and the  Manufactures  License and  Distribution  License granted
hereunder shall terminate (i) upon the date that is ten (10) years from the date
of the first commercial  invoice of the Primary Product sold to InMedica,,  (ii)
at InMedica's option, if no Primary Product or Disposable Product as agreed on a
production  agreement according to Section 3.3 has been developed,  manufactured
and  delivered to InMedica  within two (2) years from the date of the closing of
the Stock Purchase Agreement,, (iii) at InMedica 's option, if Chi Lin is unable
to  manufacture  or make  available  out of its  inventory  for two  consecutive
quarters any Product in the quarterly  quantities set forth in any Forecast,  to
the extent ordered by InMedica up to and including the Forecast number,  (iv) at
either  InMedica's  or Chi  Lin's  option,  if  measurements  based on  InMedica
Hematocrit  Technology are not accurate enough to meet the needs of the targeted
applications, (v) at Chi Lin's option, if InMedica fails to make any payment for
Products delivered hereunder within thirty (30) days of the date such payment is
due, (vi) at either party's option,  if the other party has materially  breached
any provision of this Agreement and such breach has not been cured within thirty
(30) days after  written  notice  thereof has been  delivered  to the  breaching
party, or (vii) upon the mutual  agreement of the Parties.  Upon the termination
of this  Agreement Chi Lin shall deliver to InMedica all Product  specifications
and other  documents  describing the  development and engineering of the Product
from the  InMedica  Hematocrit  Technology,  and shall cease  manufacturing  all
Product.  Chi Lin shall have the right to continue to sell and distribute in the
License Areas any Products it still has in inventory for a period of ninety (90)
days following  termination.  If this Agreement is terminated by a party because
of a breach of the Agreement by the other party,  the terminating  party's right
to pursue all legal remedies will survive such termination unimpaired.

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5. GENERAL PROVISIONS

5.1 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 transactions
contemplated hereby, including all fees and expenses of agents, representatives,
counsel, and accountants.

5.3 CONDITIONS PRECEDENT

The obligations  pursuant to this Agreement of both parties shall be conditioned
upon the closing of the Stock Purchase Agreement as set forth therein..

5.4 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):

InMedica
           Mr. Ralph Henson, President
           InMedica  Development  Corporation 825 North 300 West Salt Lake City,
           Utah 84103 U.S.A.

           Facsimile No.: (801) 497-9445

Chi Lin:
           Mr. Richard Soong, President
           Chi Lin Technology Co. Ltd.
           No. 71, Te Lun Road,
           Jen Te Hsian, Tainan County,
           Taiwan, the Republic of China


           Facsimile No.: (06) 279-1194


5.5 JURISDICTION; SERVICE OF PROCESS

Any action or  proceeding  seeking to enforce any  provision of, or based on any
right  arising  out of, this  Agreement  by Chi Lin  against  InMedica  shall be
brought 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

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courts  (and  of the  appropriate  appellate  courts)  in  any  such  action  or
proceeding  and  waives  any  objection  to venue  laid  therein.  Any action or
proceeding  seeking to enforce any  provision  of, or based on any right arising
out of,  this  Agreement  by  InMedica  against  Chi Lin shall be brought in the
district  court of Tainan,  Taiwan,  Republic of China,  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.

5.6 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.  Both parties agree to use their best
efforts to fulfill their  obligations  hereunder in timely and efficient manner,
including  without  limitation,  the  development and design of the Products and
obtaining the necessary FDA Approvals.

5.7 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
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.

5.8 ENTIRE AGREEMENT AND MODIFICATION

This Agreement  supersedes all prior agreement  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.

5.9 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.

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5.10 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.

5.11 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.

5.12 TIME OF ESSENCE

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

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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5.14 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.



               InMedica Development Corporation, a
               Utah corporation


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


           Chi Lin Technology Co., Ltd., a
           corporation organized and existing under
           the laws of the Republic of China



           By: /s/ Richard Soong
           ---------------------
           Name:   Richard Soong
           Title : President


           By: /s/ Robert Chiang
           ---------------------
           Name:   Robert Chiang
           Title : Vice President

                                       13
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<PAGE>


                                   ATTACHMENTS



Schedule 1.4

1.    Wantagh - License and Royalty Agreement

2.    Wantagh - Joint Development Agreement

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