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Exhibit 4.12


THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER
HEREOF, BY PURCHASING SUCH SECURITIES AGREES FOR THE BENEFIT OF THE COMPANY THAT
SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE
COMPANY, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT, OR (C) IF REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE
SECURITIES LAWS. IN ADDITION, A SECURITIES PURCHASE AGREEMENT, DATED AS OF THE
DATE HEREOF, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL
EXECUTIVE OFFICE, CONTAINS CERTAIN ADDITIONAL AGREEMENTS AMONG THE PARTIES,
INCLUDING, WITHOUT LIMITATION, PROVISIONS WHICH (A) LIMIT THE CONVERSION RIGHTS
OF THE HOLDER, (B) SPECIFY VOLUNTARY AND MANDATORY REPAYMENT, PREPAYMENT AND
REDEMPTION RIGHTS AND OBLIGATIONS AND (C) SPECIFY EVENTS OF DEFAULT FOLLOWING
WHICH THE REMAINING BALANCE DUE AND OWING HEREUNDER MAY BE ACCELERATED.


No.  1                                                                $1,250,000

                              12% CONVERTIBLE NOTE
                                       of


         Miracor Diagnostics, Inc., a Utah corporation (together with its
successors, the "Company"), for value received hereby promises to pay to:

                       GLOBAL CAPITAL FUNDING GROUP, L.P.

(the "Holder") and registered assigns, the principal sum of One Million Two
Hundred Fifty Thousand Dollars ($1,250,000) or, if less, the principal amount of
this Note then outstanding, on the Maturity Date by wire transfer of immediately
available funds to the Holder in such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts, and to pay interest, which shall begin to accrue on
the date of this Note, quarterly in arrears, on (i) the last day of March, June,
September and December of each year until the Maturity Date, commencing
September 30, 2003 (unless such day is not a Business Day, in which event on the
next succeeding Business Day) (each an "Interest Payment Date"), (ii) the
Maturity Date, (iii) each Conversion Date, as hereafter defined, and (iv) the
date the principal amount of the Convertible Note shall be declared to be or
shall automatically become due and payable, on the principal sum hereof
outstanding in like coin or currency, at the rates per annum set forth below,
from the most recent Interest Payment Date to which interest has been paid on
this Convertible Note, or if no interest has been paid on this Convertible Note,
from the date of this Convertible Note until payment in full of the principal
sum hereof has been made. The Maturity Date is June 17, 2007.

         The interest rate shall be twelve percent (12%) per annum (the
"Interest Rate") or, if less, the maximum rate permitted by applicable law. Past
due amounts (including interest, to the extent permitted by law) will also
accrue interest at the Interest Rate plus 2% per annum or, if less, the maximum
rate permitted by applicable law, and will be payable on demand ("Default
Interest"). Interest on this Convertible Note will be calculated on the basis of
a 360-day year of twelve 30 day months. All payments of principal and interest
hereunder shall be made in cash for the benefit of the Holder pursuant to the
terms of the Agreement (hereafter defined). At the option of the Holder,
interest may be paid in cash or in shares of Common Stock.

         This Convertible Note (this "Convertible Note") is one of a duly
authorized issuance of $1,250,000 aggregate principal amount Convertible Note
made by the Company referred to in that certain Securities Purchase Agreement
dated as of the date hereof between the Company and the Purchaser named therein
(the "Agreement"). The Agreement contains certain additional agreements among
the parties with respect to the terms of this Convertible Note, including,

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without limitation, provisions which (A) limit the conversion rights of the
Holder, (B) specify voluntary and mandatory redemption rights and obligations
and (C) specify Events of Default following which the remaining balance due and
owing hereunder may be accelerated. All such provisions are an integral part of
this Convertible Note and are incorporated herein by reference. This Convertible
Note is transferable and assignable to one or more Persons, in accordance with
the limitations set forth in the Agreement.

         The Company shall keep a register (the "Register") in which shall be
entered the names and addresses of the registered holder of this Convertible
Note and particulars of this Convertible Note held by such holder and of all
transfers of this Convertible Note. References to the Holder or "Holders" shall
mean the Person listed in the Register as registered holder of such Convertible
Notes. The ownership of this Convertible Note shall be proven by the Register.

         1) CERTAIN TERMS DEFINED. All terms defined in the Agreement and not
otherwise defined herein shall have for purposes hereof the meanings provided
for in the Agreement.

         2) COVENANTS. The Company covenants and agrees to observe and perform
each of its covenants, obligations and undertakings contained in the Agreement,
which obligations and undertakings are expressly assumed herein by the Company
and made for the benefit of the holder hereof.

         3) PAYMENT OF PRINCIPAL.

         a)       PREPAYMENT OF NOTE. For so long as no Event of Default shall
                  have occurred and is continuing and the Company is not in
                  receipt of a Notice of Conversion from the Holder of the Note,
                  the Company may, at its option, prepay, in whole or in part,
                  this Convertible Note for a pre-payment price (the "Prepayment
                  Price") equal to the outstanding principal amount of the Note,
                  plus all accrued and unpaid interest. The Company shall not be
                  entitled to send any notice of prepayment and begin the
                  prepayment procedure unless it has (i) the full amount of the
                  Prepayment Price, in cash, available in a demand or other
                  immediately available account in a bank or similar financial
                  institution or (ii) immediately available credit facilities,
                  in the full amount of the Prepayment Price, with a bank or
                  similar financial institution on the date the prepayment
                  notice is sent to the Holders of this Convertible Note.
                  Provided, however, the Company will process any Notice of
                  Conversion received prior to the issuance of a notice of
                  prepayment; and further provided that, after a notice of
                  prepayment has been issued, the Holder may issue a Notice of
                  Conversion which will not be honored unless the Company fails
                  to make the prepayment payment when due. In the event of such
                  failure, the Notice of Conversion will be honored as of the
                  date of the Notice of Conversion

         b)       PAYMENT ON MATURITY DATE. The Company shall repay the
                  remaining unpaid balance of this Convertible Note along with
                  any unpaid interest on the Maturity Date.

         4) CONVERSION.

         a) CONVERSION OF CONVERTIBLE NOTE. Subject to Section 5 hereof, the
         Holder shall have the right, at its option, at any time from and after
         the third anniversary of the date of issuance of this Convertible Note,
         convert the principal amount of this Convertible Note, or any portion
         of such principal amount, into that number of fully paid and
         nonassessable shares of Common Stock (as such shares shall then be
         constituted) determined pursuant to this Section 4.1; provided,
         however, this Convertible Note shall be immediately convertible, at the
         option of the Holder, upon an Event of Default. The number of shares of
         Common Stock to be issued upon each conversion of this Convertible Note
         shall be determined by dividing the Conversion Amount (as defined
         below) by the Conversion Price in effect on the date (the "Conversion
         Date") a Notice of Conversion is delivered to the Company, as
         applicable, by the Holder by facsimile or other reasonable means of
         communication dispatched prior to 5:00 p.m., E.S.T. The term
         "Conversion Amount" means, with respect to any conversion of this
         Convertible Note, the sum of (1) the principal amount of this
         Convertible Note to be converted in such conversion plus (2) accrued


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<PAGE>

         and unpaid interest, if any, on such principal amount at the interest
         rates provided in this Convertible Note to the Conversion Date plus (3)
         Default Interest, if any, on the interest referred to in the
         immediately preceding clause (2) plus (4) at the Holder's option, any
         amounts owed to the Holder pursuant to Section 4.3 hereof, Section 10.1
         of the Agreement or Section 10.4 of the Agreement.

         b) CONVERSION PRICE. At the option of the Holder, any portion or all of
         the outstanding principal amount of this Convertible Note shall be
         converted into a number of shares of Common Stock at the conversion
         price (the "Conversion Price") equal to $0.25.

         c) AUTHORIZED SHARES.

                  i) Consistent with Section 7.11 of the Agreement, the Company
         (i) shall promptly irrevocably instruct the Company's transfer agent to
         issue certificates for the Common Stock issuable upon conversion of
         this Convertible Note and (ii) agrees that its issuance of this
         Convertible Note shall constitute full authority to its officers and
         agents who are charged with the duty of executing stock certificates to
         execute and issue the necessary certificates for shares of Common Stock
         in accordance with the terms and conditions of this Convertible Note.

                  ii) If at any time a Holder of this Convertible Note submits a
         Notice of Conversion (x) the Company does not have sufficient
         authorized but unissued shares of Common Stock available to effect such
         conversion in full in accordance with the provisions of this Article 4
         or (y) the Company is prohibited by the applicable rules of the OTC
         Bulletin Board or the National Market on which the Common Shares are
         listed and traded at that time to effect such conversion in full as
         provided in subsection (d) below, without stockholder approval (each, a
         "Conversion Default"), the Company shall issue to the Holder all of the
         shares of Common Stock which are then available to effect such
         conversion. The portion of this Convertible Note which the Holder
         included in its Conversion Notice and which exceeds the amount which is
         then convertible into available shares of Common Stock (the "Excess
         Amount") shall, notwithstanding anything to the contrary contained
         herein, not be convertible into Common Stock in accordance with the
         terms hereof until (and at the Holder's option at any time after) the
         date additional shares of Common Stock are authorized by the Company,
         or its stockholders, as applicable. The Company shall pay to the Holder
         payments ("Conversion Default Payments") for a Conversion Default in
         the amount of (N/365) x .24 x the Excess Amount on the Conversion Date
         in respect of the Conversion Default (the "Conversion Default Date"),
         where N = the number of days from the Conversion Default Date to the
         date (the "Authorization Date") that the Company, or its stockholders,
         as applicable, authorizes a sufficient number of shares of Common Stock
         to effect conversion of the full outstanding principal balance of this
         Convertible Note. The Company shall use its best efforts to authorize,
         or cause its stockholders to authorize within 40 days of the occurrence
         of a Conversion Default, a sufficient number of shares of Common Stock
         as soon as practicable following the earlier of (i) such time that the
         Holder notifies the Company or that the Company otherwise becomes aware
         that there are or likely will be insufficient shares to allow full
         conversion thereof and (ii) a Conversion Default. The Company shall
         send notice to the Holder of the authorization of additional shares of
         Common Stock, the Authorization Date and the amount of Holder's accrued
         Conversion Default Payments. The accrued Conversion Default Payments
         for each calendar month shall be paid in cash or shall be convertible
         into Common Stock (at such time as there are sufficient authorized
         shares of Common Stock) at the Market Price, at the Holder's option, as
         follows:

                           (1) In the event the Holder elects to take such
                  payment in cash, cash payment shall be made to Holder by the
                  fifth Business Day of the month following the month in which
                  it has accrued; and

                           (2) In the event the Holder elects to take such
                  payment in Common Stock, the Holder may convert such payment
                  amount into Common Stock at the Market Price (as in effect at
                  the time of conversion) at any time after the fifth Business
                  Day of the month following the month in which it has accrued
                  (at such time as there are sufficient authorized shares of
                  Common Stock) in accordance with the terms of this Article 4.

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                  (c) The Holder's election pursuant to this Section 4.3 shall
         be made in writing to the Company at any time prior to 5:00 p.m.,
         E.S.T., on the third Business Day of the month following the month in
         which Conversion Default payments have accrued. If no election is made,
         the Holder shall be deemed to have elected to receive cash. Nothing
         herein shall limit the Holder's right to pursue actual damages (to the
         extent in excess of the Conversion Default Payments) due to the
         Company's failure to maintain a sufficient number of authorized shares
         of Common Stock.

                  (d) In no event shall the Company issue more than the Maximum
         Number of Shares upon conversion of this Convertible Note, unless the
         Company shall have obtained approval by the stockholders of the Company
         ("Stockholder Approval") or a waiver of such requirement by the OTC
         Bulletin Board or the National Market on which the Common Shares are
         listed and traded at that time. Once the Maximum Number of Shares has
         been issued (the date of which is hereinafter referred to as the
         "Maximum Conversion Date"), unless the Company shall have obtained
         Stockholder Approval or a waiver of such requirement by the OTC
         Bulletin Board or the National Market on which the Common Shares are
         listed and traded at that time within 40 days of the Maximum Conversion
         Date, the Company shall pay to the Holder within five (5) Business Days
         of the expiration of such 40 day period, the Redemption Price plus
         accrued and unpaid Default Interest, if any. The Maximum Number of
         Shares shall be subject to adjustment from time to time for stock
         splits, stock dividends, combinations, capital reorganizations and
         similar events relating to the Common Stock occurring after the date
         hereof as contemplated by Article XI of the Agreement. In the event
         that the Company obtains Stockholder Approval, approval of the OTC
         Bulletin Board or the National Market on which the Common Shares are
         listed and traded at that time, or otherwise is able to increase the
         number of shares to be issued above the Maximum Number of Shares (such
         increased number being the "New Maximum Number of Shares"), the
         references to Maximum Number of Shares above shall be deemed to be,
         instead, references to the New Maximum Number of Shares.

         d) METHOD OF CONVERSION.

                  (a) Notwithstanding anything to the contrary set forth herein,
         upon conversion of this Convertible Note in accordance with the terms
         hereof, the Holder shall not be required to physically surrender this
         Convertible Note to the Company unless the entire unpaid principal
         amount of this Convertible Note is so converted. Rather, records
         showing the principal amount converted (or otherwise repaid) and the
         date of such conversion or repayment shall be maintained on a ledger
         substantially in the form of Annex A attached hereto (a copy of which
         shall be delivered to the Company or transfer agent with each Notice of
         Conversion). It is specifically contemplated that the Holder hereof
         shall act as the calculation agent for conversions and repayments. In
         the event of any dispute or discrepancies, such records maintained by
         the Holder shall be controlling and determinative in the absence of
         manifest error or failure of Holder to record the principal amount
         converted (or otherwise repaid) from time to time, in which events the
         record of the Company shall be controlling and determinative. The
         Holder and any assignee, by acceptance of this Convertible Note,
         acknowledge and agree that, by reason of the provisions of this
         paragraph, following a conversion of a portion of this Convertible
         Note, the principal amount represented by this Convertible Note will be
         the amount indicated on ANNEX A attached hereto (which may be less than
         the amount stated on the face hereof).

                  (b) The Company shall not be required to pay any tax which may
         be payable in respect of any transfer involved in the issuance and
         delivery of shares of Common Stock or other securities or property on
         conversion of this Convertible Note in a name other than that of the
         Holder (or in street name), and the Company shall not be required to
         issue or deliver any such shares or other securities or property unless
         and until the person or persons (other than the Holder or the custodian
         in whose street name such shares are to be held for the Holder's
         account) requesting the issuance thereof shall have paid to the Company
         the amount of any such tax or shall have established to the
         satisfaction of the Company that such tax has been paid.

                  (c) Subject to Section 5 hereof, upon receipt by the Company
         of a Notice of Conversion, the Holder shall be deemed to be the holder
         of record of the Common Stock issuable upon such conversion, the
         outstanding principal amount and the amount of accrued and unpaid
         interest on this Convertible Note shall be deemed reduced to reflect
         such conversion, and, unless the Company defaults on its obligations


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         under this Article 4, all rights with respect to the portion of this
         Convertible Note being so converted shall forthwith terminate except
         the right to receive the Common Stock or other securities, cash or
         other assets, as herein provided, on such conversion. Subject to
         Section 5 hereof, if the Holder shall have given a Notice of Conversion
         as provided herein, the Company's obligation to issue and deliver the
         certificates for shares of Common Stock shall be absolute and
         unconditional, irrespective of the absence of any action by the Holder
         to enforce the same, any waiver or consent with respect to any
         provisions thereof, the recovery of any judgment against any person or
         any action by the Holder to enforce the same, any failure or delay in
         the enforcement of any other obligation of the Company to the Holder of
         record, or any setoff, counterclaim, recoupment, limitation or
         termination, or any breach or alleged breach by the Holder of any
         obligation to the Company, and subject to Section 4.4(a) irrespective
         of any other circumstance which might otherwise limit such obligation
         of the Company to the Holder in connection with such conversion. The
         date of receipt (including receipt via telecopy) of such Notice of
         Conversion shall be the Conversion Date so long as it is received
         before 5:00 p.m., E.S.T., on such date.

                  (d) Notwithstanding the foregoing, if a Holder has not
         received certificates for all shares of Common Stock prior to the
         expiration of the Deadline with respect to a conversion of any portion
         of this Convertible Note for any reason, then (unless the Holder
         otherwise elects to retain its status as a holder of Common Stock by so
         notifying the Company), the Holder shall regain the rights of a Holder
         of this Convertible Note with respect to such unconverted portions of
         this Convertible Note and the Company shall, as soon as practicable,
         return such unconverted Convertible Note to the holder or, if the
         Convertible Note has not been surrendered, adjust its records to
         reflect that such portion of this Convertible Note not been converted.
         In all cases, the Holder shall retain all of its rights and remedies
         including, without limitation, the right to receive Conversion Default
         Payments to the extent required thereby for such Conversion Default and
         any subsequent Conversion Default.

                  (e) In lieu of delivering physical certificates representing
         the Common Stock issuable upon conversion, provided the Company's
         transfer agent is participating in the Depository Trust Company ("DTC")
         Fast Automated Securities Transfer program, upon request of the Holder
         and its compliance with the provisions contained in Section 4.1 and in
         this Section 4.4, the Company shall use its best efforts to cause its
         transfer agent to electronically transmit the Common Stock issuable
         upon conversion to the Holder by crediting the account of Holder's
         Prime Broker with DTC through its Deposit Withdrawal Agent Commission
         System.

         5) REDEMPTION BY COMPANY.

         a) MANDATORY REDEMPTION. In accordance with the provisions of the
         Purchase Agreement, the Company may be required under certain
         circumstances, to redeem in whole or in part, the remaining unpaid
         principal amount of this Convertible Note, for cash at a redemption
         price (the "Redemption Price") equal to the greater of (A) the
         applicable Prepayment Price and (B) (x) the number of shares of Common
         Stock into which this Convertible Note is then convertible, times (y)
         the average Closing Bid Price of Common Stock for the five (5) Trading
         Days as reported by Bloomberg L.P. immediately preceding the date that
         this Convertible Note is called for redemption, plus accrued and unpaid
         interest.

         b) MECHANICS OF REDEMPTION. The Company shall effect each such
         redemption within 10 business days of receiving a notice to redeem by
         facsimile with a copy by either overnight or 2-day courier from the
         Holder of this Convertible Note. Such redemption notice shall indicate
         whether the Company is required to redeem all or part of such portion
         of the Convertible Note and the applicable Redemption Price.

         c) PAYMENT OF REDEMPTION PRICE. The Redemption Price shall be paid to
         the Holder of this Convertible Note within 10 business days of the
         delivery of the notice of such redemption to such Holder.

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         6) MISCELLANEOUS. This Convertible Note shall be deemed to be a
         contract made under the laws of the State of California, and for all
         purposes shall be governed by and construed in accordance with the laws
         of said State. The parties hereto, including all guarantors or
         endorsers, hereby waive presentment, demand, notice, protest and all
         other demands and notices in connection with the delivery, acceptance,
         performance and enforcement of this Convertible Note, except as
         specifically provided herein, and asset to extensions of the time of
         payment, or forbearance or other indulgence without notice. The Company
         hereby submits to the exclusive jurisdiction of the United States
         District Court for the State of California and any state court sitting
         in San Diego, California for purposes of all legal proceedings arising
         out of or relating to this Convertible Note. The Company irrevocably
         waives, to the fullest extent permitted by law, any objection which it
         may now or hereafter have to the laying of the venue of any such
         proceeding brought in such a court and any claim that any such
         proceeding brought in such a court has been brought in an inconvenient
         forum. The Company hereby irrevocably waives any and all right to trial
         by jury in any legal proceeding arising out of or relating to this
         Convertible Note.

         The Holder of this Convertible Note by acceptance of this Convertible
Note agrees to be bound by the provisions of this Convertible Note which are
expressly binding on such Holder.



                             SIGNATURE PAGE FOLLOWS





         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

         Dated:  June 17, 2003



                                              MIRACOR DIAGNOSTICS, INC.


                                              By:
                                              Name:_____________________________
                                              Title:____________________________



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