LETTER OF INTENT


         This 28th day of January 2004, INMEDICA DEVELOPMENT CORPORATION, a Utah
corporation  ("InMedica") and WESCOR, INC, a Utah corporation  ("Wescor") hereby
express their intent to carry out the transactions described below.

                                R E C I T A L S:

                  WHEREAS,  InMedica  is  the  inventor  and  owner  of  certain
proprietary  technical  information in oral, written,  visual and physical form,
related to non-invasive hematocrit (the "Hematocrit Technology");

                  WHEREAS,  certain of the Hematocrit  Technology is the subject
of patent  applications  and/or  patents in the United  States and the  European
community (the "Patent Rights"); and

                  WHEREAS,  InMedica and Wescor wish to pursue certain  business
transactions  between the  parties,  including  the  delivery of the  Hematocrit
Technology  to Wescor in order to allow  Wescor to evaluate the  commercial  and
technical utility of the Hematocrit  Technology,  the advancing of certain funds
by Wescor to InMedica,  and pursuit of a possible  business  venture between the
parties, all as more fully described below.




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         1.  InMedica will deliver to Wescor all of the  Hematocrit  Technology,
including all prototypes and technical information in the possession of InMedica
and all  prototype  and  technical  information  in the  possession  of  Medical
Physics, Inc., a consultant to InMedica.

         2.  Wescor  and  its  technical   staff  will  analyze  the  Hematocrit
Technology  and may undertake  modifications  and  enhancement to the Hematocrit
Technology,  with the  agreement  and  approval  of  InMedica,  to  improve  the
commercial  and technical  utility of the  Hematocrit  Technology and the Patent
Rights.  In conducting  its due diligence on the Hematocrit  Technology,  Wescor
may, at its  discretion,  contract  with Dr. Gail Billings and Dr. Justin Clark,
principals of Medical Physics, Inc. who have been involved in the development of
the Hematocrit Technology.  All Due Diligence relating to the Technology will be
the responsibility of Wescor.  Only modifications and improvements  agreed to in
advance by  InMedica  and  accepted by InMedica  (the  "Technology  Modification
Expenses") will be subject to any  reimbursement of Wescor's expenses which will
be secured by a promissory note as detailed in paragraph 9.

3. Wescor agrees to loan to InMedica during the months of January,  February and
March, 2004 an amount of up to $25,000 per month in order to maintain InMedica's
overhead and status as a public company.  Wescor has presently agreed to advance
to InMedica  those  specific  amounts  identified in the category  identified as
Expenses  for the months of January,  February and March in Exhibit "A" attached
hereto (the  "Overhead  Advances").  Any  modifications  to the agreed  Overhead
Advances to be advanced  by Wescor as  identified  in Exhibit "A" must be agreed
upon in  writing in advance by Wescor  and  InMedica.  Provided,  however,  that
Wescor may  terminate its  commitment  to loan Overhead  Advances to InMedica by


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providing  written notice to InMedica.  In the event Wescor provides such notice
of  termination  to  InMedica,  Wescor  shall not be  required  to loan any more
Overhead Advances to InMedica except those Expenses set forth on Exhibit "A" for
the month during which the notice of termination is sent.

4. Wescor agrees to loan to InMedica during the months of January,  February and
March,  2004 an amount of up to  $20,011.15 in order to pay  InMedica's  accrued
expenses as of  12/31/2003,  shown as Payables  on  attached  Exhibit  "A," (the
"Accrued Expense  Advances") not including accrued payroll expenses  consulting,
and dividend  expenses.  Any additions to the agreed Accrued Expense Advances to
be  advanced  by Wescor as  identified  in  Exhibit  "A" must be agreed  upon in
writing in advance by Wescor and InMedica.

         5. InMedica and Wescor will enter into due  diligence and  negotiations
to pursue
a possible  business  venture between the companies.  The principal terms of the
anticipated  business  venture  will  be  negotiated  and  defined  as  soon  as
practicable, to establish a reasonable basis for decisions of both companies for
expenditures as described in paragraphs 2 and 3.

         6.  At  such  time as the  parties  have  negotiated  and  defined  the
principal terms of the anticipated business venture, as discussed in paragraph 5
above,  subject to an appropriate  level of due  diligence,  Wescor and InMedica
shall cause to be prepared an Agreement (the "Agreement")  pursuant to which the
parties shall enter into a binding contract to conform with the intention of the
parties  as  expressed  in this  Letter of Intent  and to set forth  such  other
representations,  warranties,  covenants and agreements as may be agreed upon by
all parties.



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                                                                      /s/ WKB RH
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         7.  InMedica  agrees not to (i) solicit,  initiate,  or  encourage  the
submission of any proposal or offer from any person  relating to the acquisition
of any rights in the  Hematocrit  Technology,  any capital stock or other voting
securities, or any substantial portion of the assets, of InMedica (including any
acquisition structured as a merger,  consolidation,  or share exchange), or (ii)
participate other than with Wescor 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   (collectively,   the  "Stand-Off").   InMedica  will  notify  Wescor
immediately if any person makes any proposal,  offer,  inquiry,  or contact with
respect to any of the  foregoing.  InMedica  will deal  exclusively  with Wescor
notwithstanding any third party proposals. The Stand Off will expire on April 1,
2004,  unless extended by agreement of InMedica and Wescor or unless  terminated
earlier by Wescor by written  notice of  termination  to InMedica as provided in
paragraph 3 above.

         8.  InMedica and Wescor will  exchange all  necessary  and  appropriate
information   regarding   each  company,   including  all  available   financial
information,  in order to allow the  principals of both companies to investigate
the terms of a possible business venture.

         9. The Overhead  Advances from Wescor to InMedica,  the Accrued Expense
Advance,  and  any  Technology   Modification  Expenses  will  be  evidenced  by
convertible promissory notes which will bear interest at an annual rate equal to
the prime  rate  published  on a daily  basis in the Wall  Street  Journal  (the
"Overhead Note",  the "Accrued  Expense Note" and the "Technology  Modifications
Note").  The resolution of the Notes will be specified in the Agreement.  In the


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event the  Agreement is not executed,  the Overhead Note will be forgiven,  but,
the Accrued  Expense Note and Technology  Modifications  Note shall continue and
will be repaid by InMedica  pursuant to its terms.  The Accrued Expense Note and
the Technology Modifications Note shall be secured by an assignment and security
interest granted to Wescor covering 50% of all proceeds  received by InMedica in
the future from any commercial use of the  Hematocrit  Technology.  The security
interest shall be evidenced by a Security  Agreement and related UCC-1 financing
statement (the "Security Documents"). Provided, however, at Wescor's option, any
or all of the Notes may be  converted  into shares of InMedica  stock based on a
conversion price of $.10 per share.

         10.  InMedica will not be responsible for any of Wescor's Due Diligence
Expenses except the Technology  Modification  Expenses as described in Paragraph
2, above.

         11. As soon as practicable,  before Wescor advances any of the Overhead
Advances,  Accrued  Expense  Advance or the  Technology  Modification  Expenses,
Wescor and InMedica  shall cause to be prepared the Overhead  Note,  the Accrued
Expense Note,  the  Technology  Modifications  Note and the Security  Documents,
which shall be executed by  InMedica as a condition  of the  advancement  of the
Overhead  Advances,  Accrued Expense  Advance,  and the Technology  Modification
Expenses by Wescor.

         12. Except for the Overhead  Advance,  the Accrued  Expense Advance and
the Technology Modification Expenses as described above, each party hereto shall
pay all of its own costs  associated with  consummation of the Agreement  unless
such costs are expressly assumed by the other party in writing.



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         13. All parties  will use their best efforts to proceed to a closing of
the transactions  contemplated herein as soon as reasonably practicable.  Wescor
and InMedica  acknowledge  that  execution of the Agreement  will be conditioned
upon the results of their respective due diligence  investigations.  The parties
further  acknowledge  that not all  matters to be set out in the  Agreement  are
mentioned in this Letter of Intent.  The results of due diligence and the advice
of  professionals  engaged by each party may result in additional  terms not set
out herein.

         14. The existence and terms and conditions of this Letter of Intent are
strictly  confidential  and may not be  disclosed  to anyone  other  than to the
directors, officers and advisers of InMedica and Wescor who shall have fiduciary
or  legal  responsibilities  to  keep  such  information  confidential,   unless
disclosure is required by applicable  securities  laws. The parties  acknowledge
and agree  that  they are  parties  to a mutual  non-disclosure  agreement,  and
continue to be bound by the terms thereof.

         15.  This  Letter  of  Intent  is only an  expression  of intent by the
parties to enter  into  binding  contracts  as soon as  practicable.  Except for
paragraphs 7, 9 and 14 above, this letter itself does not constitute a contract,
and no person,  firm, company or corporation may take any action or refrain from
taking any action to its or their detriment in reliance upon such expression.


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                                                                      /s/ WKB RH
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                                    INMEDICA:

                                    InMedica DEVELOPMENT CORPORATION,
                                    a Utah Corporation


                                    By:      /s/ Ralph Henson
                                    Its:     President

                                    WESCOR:

                                    WESCOR, INC, a Utah Corporation


                                    By:      /s/ Wayne K. Barlow
                                    Its:     President/CEO


















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