IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

Reference is made to that certain Convertible Debenture (the "Convertible Debenture"), dated the date hereof, by and between Medical Care Technologies, Inc., a corporation organized under the laws of Nevada (the "Company"), and the Holders set forth on Schedule I attached thereto (collectively the "Holder"), pursuant to which the Holder has loaned certain amounts to the Company, which shall be convertible into shares of the Company's common stock, par value $.00001 per share (the "Common Stock"). The shares of Common Stock to be converted thereunder plus interest which may be converted into Common Stock and any Liquidated Damages, which may be converted into Common Stock thereunder are referred to herein as the "Conversion Shares." This letter shall serve as our irrevocable authorization and direction to you (provided that you are the transfer agent of the Company at such time) to issue the Conversion Shares in shares of the Company's Common Stock, in the event the Holder has elected to have the interest of the Convertible Debenture, paid in Common Stock (the "Interest Shares"), to the Holder from time to time upon surrender to you of a properly completed and duly executed Conversion Notice, in the form attached hereto as Exhibit I, delivered on behalf of the Company by Jonathan D. Leinwand, P.A..

 

Specifically, upon receipt by the Company of a copy of a Conversion Notice, the Company shall, as soon as practicable, but in no event later than one (1) Trading Day (as defined below) after receipt of such Conversion Notice, send, via facsimile a Conversion Notice, which such document shall constitute an irrevocable instruction to you to process such Conversion Notice in accordance with the terms of these instructions. Upon your receipt of a copy of the executed Conversion Notice, you shall use your best efforts to, within three (3) Trading Days following the date of receipt of the Conversion Notice, (A) issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled as set forth in the Conversion Notice ("Trading Day" shall mean any day on which the Nasdaq Market is open for customary trading.)

The Company hereby confirms to you and the Holder that certificates representing the Conversion Shares, the Interest Shares and/or the Liquidated Damages Shares shall not bear any legend restricting transfer of the Conversion Shares thereby and should not be subject to any stop-transfer restrictions and shall otherwise be freely transferable on the books and records of the Company provided that the Company counsel delivers an opinion of counsel in the form set forth in attached hereto, and that if the Conversion Shares, the Interest Shares, and/or the Liquidated Damages Shares are not registered for sale under the Securities Act of 1933, as amended, or not eligible for resale pursuant to Rule 144, then the certificates for the Conversion Shares shall bear the following legend:

The Company hereby confirms and you acknowledge that in the event Counsel to the Company does not issue an opinion of counsel as required to issue the Conversion Shares and the Interest Shares free of legend the Company authorizes and you will accept an opinion of Counsel from Jonathan D. Leinwand, P.A.

 

The Company hereby confirms to you and the Holder that no instructions other than as contemplated herein will be given to you by the Company with respect to the Conversion Shares or the Interest Shares. The Company hereby agrees that it shall not replace you as the Company's transfer agent without the prior written consent of the Holder.

 

Unless the Company is in breach of its agreement with the Transfer Agent, any attempt by the Transfer Agent to resign as the Company's transfer agent hereunder shall not be effective until such time as the Company provides to the Transfer Agent written notice that a suitable replacement has agreed to serve as transfer agent and to be bound by the terms and conditions of these Irrevocable Transfer Agent Instructions.

IN WITNESS WHEREOF, the parties have caused this letter agreement regarding Irrevocable Transfer Agent Instructions to be duly executed and delivered as of the date first written above.

The undersigned hereby irrevocably elects to convert $                                 of the principal amount of the above Note into Shares of Common Stock of Medical Care Technologies., according to the conditions stated therein. as of the Conversion Date written below.