Contract
EXHIBIT
1.2
PROXY
WHEREAS, Xxx Xxx Technology Co., Ltd.
("Xxx Xxx"), an entity of the Republic of China (Taiwan), doing business at Xx.
00, Xxxxx Xx 0xx Xxxxxx, Xxx Xx Xxxxxx, Xxxxxx Xxxxxx 00000, Xxxxxx, Xxxxxxxx xx
Xxxxx, is the owner of 6,043,704 shares (the "InMedica Shares") of restricted
common stock of InMedica Development Corporation, a Utah corporation
("InMedica"); and
WHEREAS, Xxxxx Xxxxx and Xxxxxxx
Xxxxxxxxx, former officers of InMedica, desire to acquire an irrevocable proxy
to be able to vote the InMedica Shares owned by Xxx Xxx in any vote or consent
of InMedica shareholders; and
THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged:
Xxx Xxx hereby appoints Xxxxx Xxxxx and
Xxxxxxx Xxxxxxxxx, and any successors of them, with full power of substitution,
its proxy to vote the InMedica Shares for a period commencing with the date
hereof through and including January 8, 2010, at any shareholders' meeting or
any consent resolution of the shareholders of InMedica, without restriction
except any vote by the proxies must be unanimous. This Proxy is coupled with an
interest in that Xxxxx and Xxxxxxxxx are creditors of InMedica and continue to
forebear collection of amounts owing to them based on, among other things, this
Proxy being granted to enhance their security for debts due to
them. Xx. Xxxxx and Xxxxxxxxx agree that they will be responsible to
report to the U.S. Securities and Exchange Commission any change in their
beneficial ownership in InMedica caused by this Proxy, pursuant to the
appropriate forms under Section 16A of the Securities Exchange Act of 1934 and
the Xxxxxxxx Act of the federal securities laws.
Dated the 10th day of September,
2009.
XXX XXX TECHNOLOGY CO., LTD | |||
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By:
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/s/ Yeou-Xxxx Xxx |
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Xxxx-Xxxx Xxx, President | |||