AN AGREEMENT made the 23rd day of April , 1996 by and between the Preferred Stockholder (hereinafter
"Holder") whose name is subscribed below and InMedica Development Corporation, a Utah corporation, with
its principal place of business at 495 East 4500 South, Suite 230, Salt Lake City, Utah, (hereinafter, "InMedica"
or the "Company").
Whereas Holder owns 5,243 shares of the Series A Convertible Preferred Stock, par value $4.50 per share,
(the "Preferred Stock") of InMedica; and
Whereas the Preferred Stock by its terms is presently convertible to common stock of the Company at the
conversion rate of six shares of common stock per one share of Preferred Stock; and
Whereas the undersigned Holder has given notice of conversion as required by the Articles of Incorporation of
the Company and is entitled to 31,458 shares of the Common Stock of the Company (the "Shares") in exchange
for the 5,243 Preferred shares presently held by him; and
Whereas the undersigned Holder is knowledgeable regarding the business, and affairs of the Company, has had
opportunity to ask and receive answers to questions regarding the Company, and has reviewed or had
opportunity to review disclosure documents regarding the Company and now considers himself to be fully
informed and in possession of every material fact he deems necessary in order consider the exercise of his
conversion rights with respect to the Preferred Stock;
NOW THEREFORE, in consideration of the mutual agreements contained herein, the parties agree as follows:
1. Exchange. Holder hereby exhanges his 5,243 Preferred shares for 31,458 restricted common shares of
InMedica as permitted by the Articles of Incorporation of the Company. Holder will deliver a signed copy of this
agreement and his Preferred Stock Certificate endorsed in blank to the Company.
2. Issuance of Shares. Upon receipt by the Company of this signed Agreement and the Preferred Stock
certificate of the Holder, the Company will issue to Ho