MEDCARE TECHNOLOGIES, INC.
            IRREVOCABLE INSTRUCTIONS TO TRANSFER AGENT
    
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                         MEDCARE TECHNOLOGIES, INC.

                 IRREVOCABLE INSTRUCTIONS TO TRANSFER AGENT

    These Irrevocable Instructions to Transfer Agent ("Irrevocable 
Instructions"), dated as of June 20, 1997, are made by and among Medcare 
Technologies, Inc., a Delaware corporation (the "Company"), Holladay Stock 
Transfer (the "Transfer Agent"), and those holders (the "Holders") of the
Company's Series A Preferred Stock (together with Series A Preferred Stock of 
the Company issuable upon exercise of Warrants to Purchase Series A Preferred 
Stock of the Company held by Holders, the "Preferred Stock"), with respect to 
the following:
    
                               R E C I TA L S
    
     A.  The Company is offering (the "Offering") to sell up to three hundred 
(300) shares of the Preferred Stock for an aggregate purchase price of up to 
Three Million Dollars ($3,000,000) under the terms set forth in the Certificate 
of Designation of Series A Preferred Stock (the "Certificate of Designation") 
and the Regulation D Securities Subscription Agreements (the "Subscription
Agreement(s)") executed by the Company and the Holders, copies of each of which 
are annexed to these Irrevocable Instructions as Exhibits A and B, respectively.
    
     B.  Any Holder issued Preferred Stock pursuant to a Subscription Agreement,
including Preferred Stock issuable upon exercise of Warrants to Purchase Series 
A Preferred Stock of the Company, is entitled to convert its Preferred Stock 
into shares of common stock of the Company, $.001 par value (the "Common 
Stock"), on the terms and conditions set forth in the Certificate of 
Designation.
    
     C.  The terms of the Certificate of Designation and the Subscription 
Agreement provide that the Transfer Agent shall issue shares of Common Stock to 
the Holders, which shall not bear any restrictive legend assuming that a 
registration statement covering the resale of such shares of Common Stock (the 
"Registration Statement") is effective or the shares of Common Stock are
eligible for resale under Rule 144, without volume limitations, provided that a 
Holder delivers, within the applicable Unrestricted Conversion Period (as 
defined below), to the Company and the Transfer Agent a Notice of Conversion 
and Resale substantially in the form of Exhibit N to the Subscription Agreements
(the "Notice of Conversion") as follows (a "Conversion"): 
    
     the record Holder of the Preferred Stock shall be entitled to convert any 
     or all of the aggregate number of shares of Preferred Stock initially 
     issued to such Holder at any time beginning on the date that is four (4) 
     months following the date of the last closing of a purchase and sale of 
     Preferred Stock that occurs pursuant to the Offering (the "Last Closing
     Date"):
    
The period beginning four (4) months after the Last Closing Date and any time 
thereafter is referred to as the "Unrestricted Conversion Period".
    
     D.  Any conversion of the Preferred Stock shall be at the conversion rate 
(the "Conversion Rate") specified in Section 5(a) of the Certificate of 
Designation. Any such conversion shall be accomplished by delivering the shares 
of Preferred Stock to be converted along with the Notice of Conversion to the 
Transfer Agent or the Company. lithe shares of Preferred Stock so delivered will
be converted into Common Stock.
    
     E.  Pursuant to the terms of the Subscription Agreement, the Holders will 
acquire Warrants (the "Conversion Warrants") to purchase Common Stock and the 
Company and the 

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Transfer Agent have agreed that the Transfer Agent will issue shares of Common 
Stock upon exercise of the Conversion Warrants pursuant to the terms hereof.
    
     F.  The Transfer Agent has agreed to act as transfer agent on behalf of the
Company on the terms and conditions set forth in these Irrevocable Instructions.
    
                                   TERMS
    
    NOW, THEREFORE, in consideration of the premises, the parties hereto agree 
and the Company irrevocably instructs the Transfer Agent as follows:
    
     1.  ISSUANCE OF UNRESTRICTED COMMON STOCK. Subject to the Company's valid
exercise of redemption rights under Section 6(a) of the Certificate of 
Designation, upon receipt of (i) a Notice of Conversion specifying the number of
shares of Common Stock to which the Holder is entitled (determined in accordance
with the Certificate of Designation) and (ii) the original certificates 
representing the Preferred Stock being converted (during the Unrestricted 
Conversion Period as to such Preferred Stock, as defined above) by the Transfer 
Agent from one or more of the Holders of the outstanding Preferred Stock (the 
documents to be delivered under subclauses (i) and (ii) hereinafter are referred
to collectively as "Conversion Documents"), the Transfer Agent, shall no later 
than two (2) business days after the receipt of the Conversion Documents from 
the Holder(s), issue and deliver certificates (without a restrictive legend 
assuming that a Registration Statement (as defined in the Subscription 
Agreement) is effective or the shares of Common Stock are eligible for resale 
under Rule 144, without volume limitations) representing the number of shares
of Common Stock to which the Holder(s) are entitled to a common courier for 
overnight (if in the U.S.) or two-day delivery to the Holder(s).
    
     2.  LIMITED EXCEPTIONS TO IRREVOCABLE INSTRUCTIONS TO CONVERT PREFERRED 
STOCK. Notwithstanding anything contained herein to the contrary:
    
     (a)  RESTRICTED PERIODS. The Transfer Agent shall not issue any shares of 
Common Stock prior to the Unrestricted Conversion Period, as applicable, with 
respect to the Preferred Stock to be converted. In the event the Transfer Agent 
receives Conversion Documents with respect to the Preferred Stock prior to the 
applicable Unrestricted Conversion Period, the Transfer Agent shall return the 
Conversion Documents to the Holder within three (3) business days of its receipt
thereof and shall notify the Company of such actions. 
    
     (b)  DISPUTE. In the event that the number of shares of Common Stock that 
the Transfer Agent reasonably determines to be due to a Holder upon conversion 
of the Preferred Stock is different from the number of shares claimed by the 
Holder, by virtue of the conversion price or other information set forth in its 
Notice of Conversion, the Transfer Agent shall issue and deliver to Holder a 
number of shares equal to the lesser of the two (2) numbers as set forth above 
and, with respect to the issuability of the remaining disputed number of shares 
of Common Stock, shall submit the dispute via facsimile within three (3) 
business days to the Company's usual outside accounting firm ("Accountant") for 
determination of the number of shares of Common Stock to be issued. In the event
of such a dispute, the Company agrees to instruct Accountant, at the Company's 
expense, to resolve any such dispute and notify the parties, including the 
Transfer Agent, of the result by facsimile within forty-eight (48) hours after 
receipt of notice of such dispute. Within two (2) business days of its receipt 
of Accountant's results, the Transfer Agent shall issue and deliver to Holder 
any additional shares to which the Holder is entitled, based upon Accountant's 
results. The Transfer Agent is authorized to rely on Accountant's results. 
    
     (c)  MAXIMUM NUMBER OF SHARES OF PREFERRED STOCK CONVERTIBLE DURING A ONE 
MONTH PERIOD.  Beginning on the date that is four (4) months following the Last 
Closing Date, the right of  
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a Holder to convert into Common Stock using the Variable Conversion Price (as 
defined in the Certificate of Designation) initially shall be limited to a 
maximum of fifteen percent (15%) of the aggregate number of shares of the 
Preferred Stock initially issued to such Holder, and for each one (l) month 
period which expires thereafter, the Holder shall accrue the right to convert 
into Common Stock an additional fifteen percent (15%) of the aggregate number of
shares of the Preferred Stock initially issued to such Holder (the number of 
shares that may be converted at any given time at the Variable Conversion Price,
in the aggregate, is referred to hereinafter as the "Conversion Quota"); and 
provided, further, in the event that the Holder elects not to convert its full 
Conversion Quota during any one (1) month period, the unconverted amount shall 
be carried forward and added to the Conversion Quota, and thereafter each Holder
may, from time to time, convert any portion of the Conversion Quota at the 
Variable Conversion Price; and provided, further, that subsequent to the date 
that is ten (10) months following the Last Closing Date, there shall be no 
restrictions on the aggregate number of shares of the Preferred Stock that may 
be converted into Common Stock using the Variable Conversion Price.
    
     (d)  ADDITIONAL UNRESTRICTED CONVERSIONS. Notwithstanding the above, under
certain circumstances as contemplated by the Certificate of Designation, each 
Holder shall be entitled to convert its shares of Preferred Stock into Common 
Stock, without the conversion restrictions set forth above, pursuant to the 
terms of Sections 4(c), 5(d)(iii), 12 and 13 of the Certificate of Designation.
    
     3.  AUTOMATIC CONVERSION OR REDEMPTION. Each share of Preferred Stock 
outstanding on the date which is three (3) years after the Last Closing Date or,
if not a business day, the first business day thereafter (`'Termination Date") 
automatically shall, at the option of the Company, either (i) be converted 
("Automatic Conversion") into Common Stock on such date at the Conversion Rate 
then in effect (calculated in accordance with the formula in Section 5(a) of the
Certificate of Designation), or (ii) be redeemed ("Automatic Redemption") by the
Company for cash in an amount equal to the Stated Value (as defined in the 
Certificate of Designation) of the Preferred Stock being redeemed. If the 
Company elects to redeem, on the Termination Date, the Company shall send to
the Holders of outstanding Preferred Stock notice (the "Automatic Redemption 
Notice") via facsimile, with a copy to the Transfer Agent, of its intent to 
effect an Automatic Redemption of the outstanding Preferred Stock. If the 
Company does not send such notice to a Holder on such date, an Automatic 
Conversion shall be deemed to have occurred. If an Automatic Conversion occurs, 
the Transfer Agent shall, within three (3) business days of the Termination 
Date, mail to each Holder of the Preferred Stock as of the Termination Date at 
the address set forth on the books and records of the Company, a notice of the 
number of shares of Common Stock into which such Holder's Preferred Stock are 
convertible, and instruct such Holder to surrender such Holder's Preferred Stock
to the Transfer Agent (in a self-addressed envelope to be provided by the 
Transfer Agent). Upon receipt of such surrendered Preferred Stock certificates, 
the Transfer Agent shall issue certificates representing the Common Stock 
issuable upon conversion of the Preferred Stock, without restrictive legends, 
registered in the name of the Holder of the Preferred Stock. If the Company 
elects to redeem under Section 5(c) of the Certificate of Designation, and the 
Company fails to pay the Holders the redemption price within five (5) days of 
the Termination Date as required by Section 5(c) of the Certificate of 
Designation, then an Automatic Conversion shall be deemed to have occurred, and,
upon notice of such failure and receipt of the Preferred Stock Certificates by 
the Company or the Transfer Agent, the Transfer Agent shall immediately deliver 
to the Holders the certificates representing the number of shares of Common 
Stock to which the Holders would have been entitled upon Automatic Conversion.

     4.  OPTIONAL CASH REDEMPTION.
    
     (a)  COMPANY'S OPTION UPON RECEIPT OF NOTICE OF CONVERSION.  Pursuant to
Section 6(a) of the Certificate of Designation, the Company is entitled, at its 
option, to redeem any Preferred Stock for cash following the submission of a 
Notice of Conversion if the Conversion 
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Price (as defined in the Certificate of Designation) of the Common Stock is less
than the Fixed Conversion Price (as defined in the Certificate of Designation). 
If the Company elects to redeem any Preferred Stock for cash pursuant to the 
terms of Section 6(a) of the Certificate of Designation, the Company shall 
notify the Transfer Agent by providing the Transfer Agent with a copy of the 
notice of Company's intention to redeem for cash ("Redemption Notice Response") 
simultaneously with providing such notice to the Holder(s). Following receipt of
the Company's Redemption Notice Response within the required time period, the 
Transfer Agent shall not issue any Common Stock with respect to the Preferred 
Stock selected for redemption for cash to such Holder(s) of the Preferred Stock 
pursuant to Section I above (notwithstanding the receipt of a Notice of 
Conversion and the Preferred Stock certificates).
    
     (b)  COMPANY'S FAILURE TO PAY REDEMPTION PRICE. Notwithstanding the above, 
if the Company elects to redeem for cash pursuant to Section 6(a) of the 
Certificate of Designation, and the Holder notifies the Transfer Agent that the 
Company has failed to pay Holder the redemption price, within the time frame as 
required by Section 6(d) of the Certificate of Designation (and the Company, 
after being notified in writing, has failed to certify to the Transfer Agent in 
a writing executed by an officer of the Company, within two (2) business days of
receipt of such notice, that such redemption payment has been made), then the 
Transfer Agent shall issue shares of Common Stock to any such Holder who has 
submitted a Notice of Conversion in compliance with Section S(b) of the 
Certificate of Designation. The number of shares to be issued to the Holder 
pursuant to this provision shall be determined pursuant to Section 5(a) of the 
Certificate of Designation at a Conversion Rate calculated using the lowest 
Conversion Price (as defined in the Certificate of Designation) in effect during
the period beginning on the date the Holder sends its Notice of Conversion to 
the Company or Transfer Agent via facsimile and ending on the date the Transfer
Agent issues Common Stock pursuant to this Section 4(b).
    
     5.  EXERCISE OF THE CONVERSION WARRANTS. Upon exercise of a Conversion 
Warrant in accordance with its terms and payment of the exercise price, the 
Transfer Agent shall, no later than two (2) business days after the Company's 
receipt from a Holder of a Conversion Warrant and appropriate exercise form 
substantially in the form of Exhibit A to the Conversion Warrant, issue and 
deliver to the Holder of the Conversion Warrant so exercised certificate(s) 
representing the shares of Common Stock obtained on exercise of the Conversion 
Warrant (the "Warrants Shares") (without a restrictive legend assuming that a 
Registration Statement (as defined in the Subscription Agreements) is effective 
or the shares of Common Stock are eligible for resale under Rule 144, without 
volume limitations).
    
     6.  FEES. The Company hereby agrees to pay the Transfer Agent for all 
services rendered hereunder.
    
     7.  NOTICES.  Any notice or demand to be given or that may be given under 
these Irrevocable Instructions shall be in writing and shall be transmitted by 
facsimile and (a) delivered by hand, or (b) delivered through or by expedited 
mail or package service, in each case with personal delivery acknowledged, 
addressed to the parties as follows (or at such other address as may be provided
in writing from time to time): 
    
     As to the Company:
    
             Attn: Harmel S. Rayat
             Medcare Technologies, Inc.
             608 S. Washington Street, Suite 101
             Naperville, Illinois 60540
             Telephone: (630) 428-2862
             Facsimile: (630) 428-2864
    
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     As to the Transfer Agent:

              Attn: Tom Lauck or Sharon Owen
              Holladay Stock Transfer
              4350 East Camelback Road
              Suite 100F
              Phoenix, Arizona 85018
              Telephone: (602) 840-9019
              Facsimile: (602) 852-3648
    
     As to the Holders:

     To the respective addresses of the Holders as set forth in the books and 
records of the Company.
    
     8.  INDEMNIFICATION. The Company agrees to indemnify and hold harmless the 
Transfer Agent, each officer, director, employee and agent of the Transfer 
Agent, and each person, if any, who controls the Transfer Agent within the 
meaning of the Securities Act of 1933, as amended (the "Act") or the Securities 
Exchange Act of 1934, as amended (the "Exchange Act") against any losses, 
claims, damages or liabilities, joint or several, to which it, they or any of 
them, or such controlling person, may become subject, under the Act or 
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon the performance by the Transfer 
Agent of its duties pursuant to these Irrevocable Instructions; and will 
reimburse the Transfer Agent, and each officer, director, employee and agent of 
the Transfer Agent, and each such controlling person for any legal or other 
expenses reasonably incurred by it or any of them in connection with 
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the Company will not be liable in any case if such loss,
claim, damage or liability arises out of or is based upon any action not taken 
in good faith, or any action or omission that constitutes gross negligence or 
willful misconduct. 
    
     If a claim is made against the Company under this Section, then promptly 
after receipt by an indemnified party under this Section of notice of the 
commencement of any action, such indemnified party will notify the Company, in 
writing, of the commencement thereof. The failure to so notify the Company will 
relieve the Company from any liability under this Section as to the particular 
item for which indemnification is then being sought, but not from any other 
liability which it may have to any indemnified party. In case any such action is
brought against any indemnified party, and it notifies the Company of the 
commencement thereof, the Company will be entitled to participate with the other
indemnifying party, similarly notified, to assume the defense thereof, with 
counsel who shall be to the reasonable satisfaction of such indemnified party, 
and after notice from indemnifying party to such indemnified party under this 
Section for any legal or other expenses subsequently incurred by such 
indemnified party in connection with the defense thereof other than reasonable
costs of investigation. The Company shall not be liable to any such indemnified 
party on account of any settlement of any claim of action effected without the 
consent of the Company.
    
     9.  GOVERNING LAW. These Irrevocable Instructions shall be governed by and 
construed in accordance with the laws of the State of Delaware, without giving 
effect to conflicts of law provisions.
    
     10.  SUCCESSORS AND ASSIGNS. These Irrevocable Instructions shall inure to 
the benefit of, and be binding upon, the successors and assigns of the parties 
hereto. The Company hereby agrees that it will not unilaterally terminate its 
relationship with the Transfer Agent for any reason prior to the date which is 
three (3) years after the Last Closing Date. In the event that the Company's 
agency relationship with the Transfer Agent should be terminated for any 

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other reason prior to the date which is three (3) years after the Last Closing 
Date, the Transfer Agent hereby agrees to continue acting as transfer agent 
pursuant to the terms hereof until such time that a successor transfer agent 
(i) is appointed by the Company, (ii) is approved by seventy-five percent (75%) 
of the Holders of outstanding shares of Preferred Stock, and (iii) executes and 
agrees to be bound by the terms hereof.
    
     11.  ENTIRE AGREEMENT; AMENDMENTS. These Irrevocable Instructions, together
with the Exhibits hereto, the Subscription Agreement and the Certificate of 
Designation constitute the full and entire understanding of the parties with 
respect to the subject matter hereof. Neither these Irrevocable Instructions nor
any term hereof may be amended, waived, discharged, or terminated other than by 
a written instrument signed by the party against whom enforcement of any such
amendment, waiver, discharge, or termination is sought. No provision herein 
that adversely affects the rights of the Holders of the Preferred Stock or the 
Common Stock issuable upon conversion of the Preferred Stock may be amended 
without the consent of all Holders of the then outstanding Preferred Stock.
    
     12.  COUNTERPARTS. These Irrevocable Instructions and any certificate or 
other instrument required hereunder may be executed in two (2) or more 
counterparts, each of which shall be deemed an original, but all of which 
together shall constitute one and the same instrument. 
    
     13.  ARBITRATION. Any controversy or claim arising out of or related to 
these Irrevocable Instructions or the breach thereof, shall be settled by 
binding arbitration in Delaware in accordance with the Expedited Procedures 
(Rules 53-57) of the Commercial Arbitration Rules of the American Arbitration 
Association ("AAA"). A proceeding shall be commenced upon written demand by
Company, the Transfer Agent or any Holder to the other. The arbitrator(s) shall 
enter a judgment by default against any party which fails or refuses to appear 
in any properly noticed arbitration proceeding. The proceeding shall be 
conducted by one (l) arbitrator, unless the amount alleged to be in dispute 
exceeds two hundred fifty thousand dollars ($250,000), in which case three (3)
arbitrators shall preside. The arbitrator(s) will be chosen by the parties from 
a list provided by the AAA, and if they are unable to agree within ten (10) 
days, the AAA shall select the arbitrator(s). The arbitrators must be experts 
in securities law and financial transactions. The arbitrators shall assess
costs and expenses of the arbitration, including all attorneys' and experts' 
fees, as the arbitrators believe is appropriate in light of the merits of 
parties' respective positions in the issues in dispute. Each party submits 
irrevocably to the jurisdiction of any state court sitting in Wilmington, 
Delaware, or to the United States District Court sitting in Delaware for 
purposes of enforcement of any discovery order, judgment or award in connection 
with such arbitration. The award of the arbitrator(s) shall be final and binding
upon the parties and may be enforced in any court having jurisdiction. The 
arbitration shall be held in such place as set by the arbitrator(s) in 
accordance with Rule 55.
    
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     IN WITNESS WHEREOF, the undersigned have executed these Irrevocable 
Instructions as of the date first written above.
    
                                               COMPANY:

                                               MEDCARE TECHNOLOGIES, INC.
    
                                               By:__________________________
                                               _____________________________
                                               Date Signed: ________________
    
                                               TRANSFER AGENT:
    
                                               HOLLADAY STOCK TRANSFER

                                               By:__________________________
                                               Name:________________________
                                               Its:_________________________
    
                                               HOLDER:
    
                                               NAME OF HOLDER:______________

                                               By:__________________________
                                               Name:________________________
                                               Its:_________________________
    
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