Exhibit
3-10
  ARTICLES
OF AMENDMENT
 TO THE
ARTICLES OF INCORPORATION
 OF
 REMOTEMDX,
INC.
 
 
 Pursuant
to and in accordance with the provisions of Section 16-10a-1006 of the Utah
Revised Business Corporation Act, as amended, (the "Act"), the undersigned,
being the duly elected and acting Secretary of RemoteMDx, Inc., a Utah
corporation (the "Corporation") hereby declares and certifies as
follows:
  1.           The
name of the Corporation is RemoteMDx, Inc.
  2.           Attached
hereto as Exhibit A and incorporated herein and made a part hereof is a true and
correct copy of the full text of the Certificate of Designation of the Relative
Rights and Preferences of the Series D Convertible Preferred Stock of the
Corporation.
  3.           The
amendment specified above does not provide for an exchange, reclassification, or
cancellation of issued shares of the Corporation.
  4.           The
amendment specified in Exhibit A was adopted and approved on November 18, 2009,
by a majority of the Board of Directors of the Corporation present at a meeting,
which majority constituted a quorum, which meeting was held in accordance with
the requirements of the Act and the Bylaws of the Corporation and are being
filed herewith with the Division of Corporations and Commercial Code of the Utah
Department of Commerce (the “Division”) as provided by the Act.  Such
votes cast were sufficient for approval of the amendment.
  5.           The
amendment was adopted without shareholder action and shareholder action was not
required.
  6.           The
number of authorized shares of the Corporation will not change.
  7.           These
Articles of Amendment and the attached Certificate of Designation of the
Relative Rights and Preferences of the Series D Convertible Preferred Stock of
the Corporation shall be effective upon filing with the Division.
  IN
WITNESS WHEREOF, this Amendment to the Articles of Incorporation of the
Corporation is executed this 3rd
day of December, 2009.
 
 RemoteMDx,
      Inc.,a
      Utah corporationBy /s/  David G.
      DerrickDavid G. Derrick, Chief Executive
  Officer














CERTIFICATE
OF DESIGNATION


OF
THE


RELATIVE
RIGHTS AND PREFERENCES


OF
THE


SERIES
D CONVERTIBLE PREFERRED STOCK


OF


REMOTEMDX,
INC.




The
undersigned, the Chief Executive Officer of RemoteMDx, Inc., a Utah corporation
(the “Company”), in
accordance with the provisions of the Utah Revised Business Corporation Act does
hereby certify that, pursuant to the authority conferred upon the Board of
Directors by the Articles of Incorporation of the Company, the following
resolution creating a series of preferred stock, designated as Series D
Convertible Preferred Stock, was duly adopted on November 18, 2009, as
follows:




RESOLVED,
that pursuant to the authority expressly granted to and vested in the Board of
Directors of the Company by provisions of the Articles of Incorporation of the
Company (the “Articles
of Incorporation”), there hereby is created out of the shares of the
Company’s preferred stock, par value $0.0001 per share, authorized in the
Articles of Incorporation, as amended (the “Preferred Stock”), a
series of Preferred Stock of the Company, to be named “Series D Convertible
Preferred Stock,” consisting of fifty thousand (50,000) shares, which
series shall have the following designations, powers, preferences and relative
and other special rights and the following qualifications, limitations and
restrictions:




1.      
      Designation and Rank.
The designation of such series of the Preferred Stock shall be the Series D
Convertible Preferred Stock, par value $0.0001 per share (the “Series D Preferred
Stock”). The maximum number of shares of Series D Preferred Stock shall
be fifty thousand (50,000) shares. The Series D Preferred Stock shall rank
senior as to liquidation rights to the Company’s common stock, par value $0.0001
per share (the “Common
Stock”), and all other classes and series of equity securities of the
Company which by their terms do not rank senior to the Series D Preferred Stock
(collectively with the Common Stock, the “Junior Stock”). The
Series D Preferred Stock shall be subordinate to and rank junior to all
indebtedness of the Company now or hereafter outstanding.




2.       
     Payment of Dividends.
Any dividends declared by the Company shall be payable on the Series D Preferred
Stock on a pro rata
basis with the Common Stock and all other equity securities of the Company
ranking pari passu with
the Common Stock as to the payment of dividends, before any Distribution (as
defined below) shall be paid on, or declared and set apart for Junior Stock,
other than the Common Stock.




(a)           So
long as any shares of Series D Preferred Stock are outstanding, the Company
shall not declare, pay or set apart for payment any dividend or make any
Distribution on any Junior Stock, other than the Common Stock (other than
dividends or Distributions payable in additional shares of Junior Stock, other
than the Common Stock), unless, at the time of such dividend or Distribution,
the Company shall have paid all unpaid dividends on the outstanding shares of
Series D Preferred Stock.




1




(b)           In
the event of a voluntary conversion pursuant to Section 5(a)
hereof, all unpaid dividends on the Series D Preferred Stock being converted
shall be, at the option of the Company, either payable in cash on the Voluntary
Conversion Date (as defined in Section 5(a)(ii)(1) hereof), or paid in
shares of the Company’s Common Stock as provided in Section 9(a)
hereof.




(c)           For
purposes hereof, unless the context otherwise requires, “Distribution” shall
mean the transfer of cash or property without consideration, whether by way of
dividend or otherwise, payable other than in shares of Common Stock or other
equity securities of the Company, or the purchase or redemption of shares of the
Company (other than repurchases of Common Stock held by employees or consultants
of the Company upon termination of their employment or services pursuant to
agreements providing for such repurchase or upon the cashless exercise of
options held by employees or consultants) for cash or property.




3.  
          Voting Rights. Except
as otherwise required by Utah law and in Section 6
hereof, the Series D Preferred Stock shall vote with the Common Stock on an
as-converted basis. The Common Stock into which the shares of Series D Preferred
Stock are convertible shall, upon issuance, have all of the same voting rights
as other issued and outstanding Common Stock of the Company.




4.
            Liquidation
Preference.




(a)           In
the event of the liquidation, dissolution or winding up of the affairs of the
Company (including in connection with a permitted sale of all or substantially
all of the Company’s assets), whether voluntary or involuntary, the holders of
shares of Series D Preferred Stock then outstanding shall be entitled to
receive, out of the assets of the Company available for Distribution to its
stockholders, an amount per share equal to Original Issue Price (as defined
below), as adjusted to reflect any stock split, stock dividend, combination,
recapitalization and the like with respect to the Series D Preferred Stock, (the
“Series D Liquidation
Preference Amount”) before any payment shall be made or any assets
distributed to the holders of the Common Stock or any other Junior Stock. If the
assets of the Company are not sufficient to pay in full the Series D Liquidation
Preference Amount payable to the holders of outstanding shares of the Series D
Preferred Stock and any series of Preferred Stock or any other class of stock
ranking pari passu, as
to rights on liquidation, dissolution or winding up, with the Series D Preferred
Stock, then all of said assets will be distributed among the holders of the
Series D Preferred Stock and the other classes of stock ranking pari passu with the Series D
Preferred Stock, if any, ratably in accordance with the respective amounts that
would be payable on such shares if all amounts payable thereon were paid in
full. The liquidation payment with respect to each outstanding fractional share
of Series D Preferred Stock shall be equal to a ratably proportionate amount of
the liquidation payment with respect to each outstanding share of Series D
Preferred Stock. All payments for which this Section 4(a) provides shall be
in cash, property (valued at its fair market value as determined by an
independent appraiser reasonably acceptable to the holders of a majority of the
Series D Preferred Stock) or a combination thereof; provided, however, that no
cash shall be paid to holders of Junior Stock unless each holder of the
outstanding shares of Series D Preferred Stock has been paid in cash the full
Series D Liquidation Preference Amount to which such holder is entitled as
provided herein. After payment of the full Series D Liquidation Preference
Amount to which each holder is entitled, such holders of shares of Series D
Preferred Stock will also participate in any Distribution of the remaining
assets of the Company to the holders of the Company’s Common Stock, on an
as-converted basis.




2




(b)           A
consolidation or merger of the Company with or into any other corporation or
corporations, or a sale of all or substantially all of the assets of the
Company, or the effectuation by the Company of a transaction or series of
related transactions in which more than fifty percent(50%) of the voting shares
of the Company that are outstanding immediately prior to the consummation of
such transaction or series of transactions is disposed of or conveyed, shall be
deemed to be a liquidation, dissolution, or winding up within the meaning of
this Section 4, and
no consolidation, merger, sale of assets or sale or disposition of the
outstanding shares shall have a result which is inconsistent with this Section 4.




(c)           The
Company shall provide written notice of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Company, stating a
payment date and the place where the distributable amounts shall be payable, by
mail, postage prepaid, no less than twenty (20) days prior to the payment
date stated therein, to the holders of record of the Series D Preferred Stock at
their respective addresses as the same shall appear on the books of the Company,
which notice shall also state the amount per share of Series D Preferred Stock
that will be paid or distributed on such redemption or liquidation, dissolution
or winding up, as the case may be.




(d)           The
term “Original Issue
Price” shall mean (i) the purchase price originally actually paid for one
(1) share of Series D Preferred Stock if the purchase price was paid in cash or,
(ii) if the shares were acquired through an exchange and conversion of the
Company’s debt, then the amount of One Thousand Dollars ($1,000) per
share.




5.             Conversion. The
holder of Series D Preferred Stock shall have the following conversion rights
(the “Conversion
Rights”):




(a)
           Voluntary
Conversion.




(i) 
          Conversion Ratio
Defined.  The “Conversion Ratio”
shall be 6,000 shares of Common Stock for each one (1) share of Series D
Preferred Stock, subject to adjustment as provided in Section 5(b),
below.  At any time on or after the ninetieth (90th) day
following the initial issuance of the Series D Preferred Stock (the “Issuance Date”), the
holder of any such shares of Series D Preferred Stock may, at such holder’s
option elect to convert (a “Voluntary
Conversion”) all or any portion of the shares of Series D Preferred Stock
held by such person into shares of fully paid and nonassessable shares of Common
Stock with six thousand (6,000) shares of Common Stock being issued for each
such share of Series D Preferred Stock converted, subject to the adjustment
provided for under Section 5(b)
hereof.  In the event of a liquidation, dissolution or winding up of
the Company, the Conversion Rights shall terminate at the close of business on
the last full day preceding the date fixed for the payment of any such amounts
distributable on such event to the holders of Series D Preferred Stock.




(ii)           The
Voluntary Conversion of Series D Preferred Stock shall be conducted in the
following manner:




3




(1)           Holder’s Delivery
Requirements. To convert Series D Preferred Stock into full shares of
Common Stock on any date (the “Voluntary Conversion
Date”), the holder thereof shall (A) transmit by facsimile (or
otherwise deliver), for receipt on or prior to 5:00 p.m., New York time on such
date, a copy of a fully executed notice of conversion in the form attached
hereto as Exhibit I (the
“Conversion
Notice”), to the Company at its then principal offices, Attention: Chief
Financial Officer, and (B) surrender to a common carrier for delivery to
the Company, as soon as practicable following such Voluntary Conversion Date,
the original certificates representing the shares of Series D Preferred Stock
being converted (or an indemnification undertaking with respect to such shares
in the case of their loss, theft or destruction) (the “Preferred Stock
Certificates”) and the originally executed Conversion
Notice.




(2)           Company’s Response.
Upon receipt by the Company of a facsimile copy of a Conversion Notice and the
Preferred Stock Certificates, the Company shall immediately send, via facsimile,
a confirmation of receipt of such Conversion Notice to such holder. Upon receipt
by the Company of a copy of the fully executed Conversion Notice and the
Preferred Stock Certificates, the Company or its designated transfer agent (the
“Transfer
Agent”), as applicable, shall, within three (3) business days
following the date of receipt by the Company of the fully executed Conversion
Notice and Preferred Stock Certificates, issue and deliver to the Depository
Trust Company (“DTC”) account on the
holder’s behalf via the Deposit Withdrawal Agent Commission System (“DWAC”) as specified
in the Conversion Notice, certificates registered in the name of the holder or
its designee, representing the number of shares of Common Stock to which the
holder shall be entitled. Notwithstanding the foregoing to the contrary, the
Company or its Transfer Agent shall only be obligated to issue and deliver the
shares to the DTC on a holder’s behalf via DWAC if a registration statement
providing for the resale of the shares of Common Stock issuable upon conversion
of the Series D Preferred Stock is effective. If the number of shares of
Preferred Stock represented by the Preferred Stock Certificate(s) submitted for
conversion is greater than the number of shares of Series D Preferred Stock
being converted, then the Company shall, as soon as practicable and in no event
later than three (3) business days after receipt of the Preferred Stock
Certificate(s) and at the Company’s expense, issue and deliver to the holder a
new Preferred Stock Certificate representing the number of shares of Series D
Preferred Stock of such holder not converted.




(3)           Dispute Resolution.
In the case of a dispute as to the arithmetic calculation of the number of
shares of Common Stock to be issued upon conversion, the Company shall cause its
Transfer Agent to promptly issue to the holder the number of shares of Common
Stock that is not disputed and shall submit the arithmetic calculations to the
holder via facsimile as soon as possible, but in no event later than two
(2) business days after receipt of such holder’s Conversion Notice. If such
holder and the Company are unable to agree upon the arithmetic calculation of
the number of shares of Common Stock to be issued upon such conversion within
one (1) business day of such disputed arithmetic calculation being
submitted to the holder, then the Company shall within one (1) business day
thereafter submit via facsimile the disputed arithmetic calculation of the
number of shares of Common Stock to be issued upon such conversion to the
Company’s independent, outside accountant. The Company shall cause the
accountant to perform the calculations and notify the Company and such holder of
the results no later than seventy-two (72) hours from the time it receives
the disputed calculations. Such accountant’s calculation shall be binding upon
all parties absent manifest error. The reasonable expenses of such accountant in
making such determination shall be paid by the Company, in the event the
holder’s calculation was correct, or by the holder, in the event the Company’s
calculation was correct, or equally by the Company and the holder in the event
that neither the Company’s or the holder’s calculation was correct. The period
of time in which the Company is required to effect conversions or redemptions
under this Certificate of Designation shall be tolled with respect to the
subject conversion or redemption pending resolution of any dispute by the
Company made in good faith and in accordance with this Section 5(a)(ii)(3).




4




(4)            Record Holder. The
person or persons entitled to receive the shares of Common Stock issuable upon a
conversion of the Series D Preferred Stock shall be treated for all purposes as
the record holder or holders of such shares of Common Stock from and after the
Voluntary Conversion Date.




(5) 
          Company’s Failure to Timely
Convert. If within five (5) business days of the Company’s receipt
of an executed copy of the Conversion Notice (so long as the applicable
Preferred Stock Certificates and original Conversion Notice are received by the
Company on or before such third (3rd)
business day) (the “Delivery Date”) the
Transfer Agent shall fail to issue and deliver to a holder the number of shares
of Common Stock to which such holder is entitled upon such holder’s conversion
of the Series D Preferred Stock or to issue a new Preferred Stock Certificate
representing the number of shares of Series D Preferred Stock to which such
holder is entitled pursuant to Section 5(a)(ii)
(a “Conversion
Failure”), in addition to all other available remedies which such holder
may pursue hereunder and under the Series D Convertible Preferred Stock Purchase
Agreement (the “Purchase Agreement”)
among the Company and the initial holders of the Company’s Series D Preferred
Stock, the Company shall pay additional damages to such holder on each business
day after such third (3rd) business
day that such conversion is not timely effected in an amount equal to 0.5% of
the product of (A) the sum of the number of shares of Common Stock not
issued to the holder on a timely basis pursuant to Section 5(a)(ii)
and to which such holder is entitled and, in the event the Company has failed to
deliver a Preferred Stock Certificate to the holder on a timely basis pursuant
to Section 5(a)(ii),
the number of shares of Common Stock issuable upon conversion of the shares of
Series D Preferred Stock represented by such Preferred Stock Certificate, as of
the last possible date which the Company could have issued such Preferred Stock
Certificate to such holder without violating Section 5(a)(ii) and
(B) the price of the Common Stock on the last possible date which the
Company could have issued such Common Stock and such Preferred Stock
Certificate, as the case may be, to such holder without violating Section 5(b)(ii).
If the Company fails to pay the additional damages set forth in this Section 5(a)(ii)(5)
within five (5) business days of the date incurred, then such payment shall
bear interest at the rate equal to the lower of 1.5% per month (pro rated
for partial months) or the maximum amount allowed by applicable law until such
payments are made.




(6)           Buy-In Rights. In
addition to any other rights available to the holders of Series D Preferred
Stock, if the Company fails to cause its Transfer Agent to transmit to a holder
a certificate or certificates representing the shares of Common Stock issuable
upon conversion of the Series D Preferred Stock on or before the Delivery Date,
and if after such date the holder is required by its broker to purchase (in an
open market transaction or otherwise) shares of Common Stock to deliver in
satisfaction of a sale by the holder of the shares of Common Stock issuable upon
conversion of Series D Preferred Stock which the holder anticipated receiving
upon such conversion (a “Buy-In”), then the
Company shall (1) pay in cash to the holder the amount by which
(x) the holder’s total purchase price (including brokerage commissions, if
any) for the shares of Common Stock so purchased exceeds (y) the amount
obtained by multiplying (A) the number of shares of Common Stock issuable
upon conversion of Series D Preferred Stock that the Company was required to
deliver to the holder in connection with the conversion at issue multiplied by
(B) six thousand (6,000), as adjusted in accordance with the provisions set
forth herein, and (2) at the option of the holder, either (i) reinstate the
shares of Series D Preferred Stock and equivalent number of shares of Common
Stock for which such conversion was not honored or (ii) deliver to the holder
the number of shares of Common Stock that would have been issued had the Company
timely complied with its conversion and delivery obligations hereunder. For
example, if the holder purchases Common Stock having a total purchase price of
$11,000 in order to cover a Buy-In with respect to an attempted conversion of
shares of Common Stock with an aggregate sale price giving rise to such purchase
obligation of $10,000, under clause (1) of the immediately preceding
sentence the Company shall be required to pay to the holder $1,000. The holder
shall provide the Company written notice indicating the amounts payable to the
holder in respect of the Buy-In, together with applicable confirmations and
other evidence reasonably requested by the Company.




5




(b)           Adjustments of Conversion
Ratio.




(i) 
          Adjustments for Stock Splits
and Combinations. If the Company shall, at any time or from time to time
after the Issuance Date and prior to conversion of the Series D Preferred Stock
to Common Stock as provided herein, effect a split of the outstanding Common
Stock, the Conversion Ratio shall be proportionately increased. If the Company
shall, at any time or from time to time after the Issuance Date, combine the
outstanding shares of Common Stock, the Conversion Ratio shall be
proportionately decreased. Any adjustments under this Section 5(b)(i)
shall be effective at the close of business on the date the stock split or
combination becomes effective.




(ii)           Adjustments for Certain
Dividends and Distributions. If the Company shall, at any time or from
time to time after the Issuance Date, make or issue or set a record date for the
determination of holders of Common Stock entitled to receive a dividend or other
Distribution payable in shares of Common Stock, then, and in each event, the
Conversion Ratio shall be decreased as of the time of such issuance or, in the
event such record date shall have been fixed, as of the close of business on
such record date, the Conversion Ratio then in effect shall be multiplied by a
fraction:




(1) 
          the numerator of
which shall be the total number of shares of Common Stock issued and outstanding
immediately prior to the time of such issuance or the close of business on such
record date plus the number of shares of Common Stock issuable in payment of
such dividend or Distribution; and




(2) 
          the denominator of
which shall be the total number of shares of Common Stock issued and outstanding
immediately prior to the time of such issuance or the close of business on such
record date.




(iii)           Adjustment for Other
Dividends and Distributions. If the Company shall, at any time or from
time to time after the Issuance Date, make or issue or set a record date for the
determination of holders of Common Stock entitled to receive a dividend or other
Distribution payable in securities of the Company other than shares of Common
Stock, then, and in each event, an appropriate adjustment to the applicable
Conversion Ratio shall be made and provision shall be made (by adjustments of
the Conversion Ratio or otherwise) so that the holders of Series D Preferred
Stock shall receive upon conversion thereof, in addition to the number of shares
of Common Stock receivable thereon, the number of securities of the Company
which they would have received had their Series D Preferred Stock been converted
into Common Stock on the date of such event and had such holder thereafter,
during the period from the date of such event to and including the Voluntary
Conversion Date, retained such securities (together with any Distributions
payable thereon during such period), giving application to all adjustments
provided for during such period under this Section 5(b)(iii)
with respect to the rights of the holders of the Series D Preferred Stock; provided, however, that if such
record date shall have been fixed and such dividend is not fully paid or if such
Distribution is not fully made on the date fixed therefor, the Conversion Ratio
shall be adjusted pursuant to this paragraph as of the time of actual payment of
such dividends or Distributions; and provided further, however, that no such
adjustment for a holder of Series D Preferred Stock shall be made if such holder
simultaneously receives (i) a dividend or other Distribution of shares of
Common Stock in a number equal to the number of shares of Common Stock as they
would have received if all outstanding shares of Series D Preferred Stock had
been converted into Common Stock on the date of such event or (ii) a
dividend or other Distribution of shares of Series D Preferred Stock which are
convertible, as of the date of such event, into such number of shares of Common
Stock as is equal to the number of additional shares of Common Stock being
issued with respect to each share of Common Stock in such dividend or
Distribution.




6




(iv)           Adjustments for
Reclassification, Exchange or Substitution. If the number of shares of
Common Stock issuable upon conversion of the Series D Preferred Stock at any
time or from time to time after the Issuance Date shall be changed to the same
or different number of shares of any class or classes of stock, whether by
reclassification, exchange, substitution or otherwise (other than by way of a
stock split or combination of shares or stock dividends provided for in Sections 5(b)(i),
(ii) and (iii), or a reorganization, merger, consolidation, or sale
of assets provided for in Section 5(b)(v)),
then, and in each event, an appropriate adjustment to the Conversion Ratio shall
be made and provisions shall be made (by adjustments of the Conversion Ratio or
otherwise) so that the holder of each share of Series D Preferred Stock shall
have the right thereafter to convert such share of Series D Preferred Stock into
the kind and amount of shares of stock and other securities receivable upon
reclassification, exchange, substitution or other change, by holders of the
number of shares of Common Stock into which such share of Series D Preferred
Stock might have been converted immediately prior to such reclassification,
exchange, substitution or other change, all subject to further adjustment as
provided herein.




(v)           Adjustments for
Reorganization, Merger, Consolidation or Sales of Assets. If at any time
or from time to time after the Issuance Date there shall be a capital
reorganization of the Company (other than by way of a stock split or combination
of shares or stock dividends or Distributions provided for in Section 5(b)(i),
(ii) and (iii), or a reclassification, exchange or substitution of
shares provided for in Section 5(b)(iv)),
or a deemed liquidation, dissolution or winding up of the Company as provided in
Section 4(c)
above, (an “Organic
Change”), then as a part of such Organic Change an appropriate adjustment
to the Conversion Ratio shall be made if necessary and provision shall be made
if necessary (by adjustments of the Conversion Ratio or otherwise) so that the
holder of each share of Series D Preferred Stock shall have the right thereafter
to convert such share of Series D Preferred Stock into the kind and amount of
shares of stock and other equity or property of the Company or any successor
entity resulting from such Organic Change that was received or is to that number
of shares of Common Stock into which such share of Series D Preferred Stock was
convertible immediately prior to giving effect to such Organic Change. In any
such case, appropriate adjustment shall be made in the application of the
provisions of this Section 5(b)(v)
with respect to the rights of the holders of the Series D Preferred Stock after
the Organic Change to the end that the provisions of this Section 5(b)(v)
(including any adjustment in the Conversion Ratio then in effect and the number
of shares of stock or other securities deliverable upon conversion of the Series
D Preferred Stock) shall be applied after the Organic Change in as nearly an
equivalent manner as may be practicable as determined by the Company’s Board of
Directors.




7




(c) 
          No Impairment. The
Company shall not, by amendment of its Articles of Incorporation or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed
hereunder by the Company, but shall at all times in good faith assist in the
carrying out of all the provisions of this Section 5 and in
the taking of all such action as may be necessary or appropriate in order to
protect the Conversion Rights of the holders of the Series D Preferred Stock
against impairment. In the event a holder shall elect to convert any shares of
Series D Preferred Stock as provided herein, the Company shall not refuse
conversion based on any claim that such holder or anyone associated or
affiliated with such holder has been engaged in any violation of law, unless
(i) the Company receives an order from the Securities and Exchange
Commission (“SEC”) prohibiting
such conversion, or (ii) an injunction from a court, on notice, restraining
and/or adjoining conversion of all or of said shares of Series D Preferred Stock
shall have been issued.




(d)           Certificates as to
Adjustments. Upon occurrence of each adjustment or readjustment of the
Conversion Ratio or number of shares of Common Stock issuable upon conversion of
the Series D Preferred Stock pursuant to this Section 5, the
Company at its expense shall promptly compute such adjustment or readjustment in
accordance with the terms hereof and furnish to each holder of Series D
Preferred Stock a certificate setting forth such adjustment and readjustment,
showing in detail the facts upon which such adjustment or readjustment is based.
The Company shall, upon written request of the holder of such affected Series D
Preferred Stock, at any time, furnish or cause to be furnished to such holder a
like certificate setting forth such adjustments and readjustments, the
Conversion Ratio in effect at the time, and the number of shares of Common Stock
and the amount, if any, of other securities or property which at the time would
be received upon the conversion of a share of such Series D Preferred Stock.
Notwithstanding the foregoing, the Company shall not be obligated to deliver a
certificate unless such certificate would reflect an increase or decrease of at
least one percent of such adjusted amount.




(e)           
Issue Taxes.
The Company shall pay any and all issue and other taxes, excluding federal,
state or local income taxes, that may be payable in respect of any issue or
delivery of shares of Common Stock on conversion of shares of Series D Preferred
Stock pursuant hereto; provided, however, that the
Company shall not be obligated to pay any transfer taxes resulting from any
transfer requested by any holder in connection with any such
conversion.




8




(f) 
          Notices. All notices
and other communications hereunder shall be in writing and shall be deemed given
if delivered (A) personally or (B) by facsimile or (C) by certified or
registered mail, postage prepaid, return-receipt requested, addressed to the
holder of record at its address appearing on the books of the Company, in which
case such notice shall be effective five (5) business days following such
mailing. The Company will give written notice to each holder of Series D
Preferred Stock at least ten (10) days prior to the date on which the
Company closes its books or takes a record (I) with respect to any dividend
or Distribution upon the Common Stock, (II) with respect to any pro rata subscription offer
to holders of Common Stock or (III) for determining rights to vote with
respect to any Organic Change, dissolution, liquidation or winding-up; provided, however, in no event
shall such notice be provided to such holder prior to such information being
made known to the public. The Company will also give written notice to each
holder of Series D Preferred Stock at least ten (10) days prior to the date
on which any Organic Change, dissolution, liquidation or winding-up will take
place; provided, however, in no event
shall such notice be provided to such holder prior to such information being
made known to the public.




(g)           Fractional Shares. No
fractional shares of Common Stock shall be issued upon conversion of the Series
D Preferred Stock. In lieu of any fractional shares to which the holder would
otherwise be entitled, the Company shall round the number of shares to be issued
upon conversion up to the nearest whole number of shares.




(h)           Reservation of Common
Stock. The Company shall, so long as any shares of Series D Preferred
Stock are outstanding, reserve and keep available out of its authorized and
unissued Common Stock, solely for the purpose of effecting the conversion of the
Series D Preferred Stock, such number of shares of Common Stock equal to at
least one hundred ten percent (110%) of the aggregate number of shares of
Common Stock as shall from time to time be sufficient to effect the conversion
of all of the shares of Series D Preferred Stock then outstanding. The initial
number of shares of Common Stock reserved for conversions of the Series D
Preferred Stock and any increase in the number of shares so reserved shall be
allocated pro rata
among the holders of the Series D Preferred Stock based on the number of shares
of Series D Preferred Stock held by each holder of record at the time of
issuance of the Series D Preferred Stock or increase in the number of reserved
shares, as the case may be. In the event a holder shall sell or otherwise
transfer any of such holder’s shares of Series D Preferred Stock, each
transferee shall be allocated a pro rata portion of the
number of shares of Common Stock reserved for such transferor. Any shares of
Common Stock reserved and which remain allocated to any person or entity which
does not hold any shares of Series D Preferred Stock shall be allocated to the
remaining holders of Series D Preferred Stock, pro rata based on the number
of shares of Series D Preferred Stock then held by such holder.




(i)
           Retirement of Series D
Preferred Stock. Conversion of Series D Preferred Stock shall be deemed
to have been effected on the Voluntary Conversion Date or upon the Automatic
Conversion Date as provided herein. Upon conversion of only a portion of the
number of shares of Series D Preferred Stock represented by a certificate
surrendered for conversion, the Company shall issue and deliver to such holder,
at the expense of the Company, a new certificate for the number of shares of
Series D Preferred Stock representing the unconverted portion of the certificate
so surrendered.




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(j) 
           Regulatory
Compliance. If any shares of Common Stock to be reserved for the purpose
of conversion of Series D Preferred Stock require registration or listing with
or approval of any governmental authority, stock exchange or other regulatory
body under any federal or state law or regulation or otherwise before such
shares may be validly issued or delivered upon conversion, the Company shall, at
its sole cost and expense, in good faith and as expeditiously as possible,
endeavor to secure such registration, listing or approval, as the case may
be.




6.  
          Voting
Rights.




(a) 
          Except as provided
in Section
6(b), below, the holders of the Series D Preferred Stock shall have the
right to vote with the holders of the Common Stock of the Company as a class on
an as-converted basis on all matters for which shareholder approval is required
or sought by the Company.




(b)           With
respect to any combination of the Company’s issued and outstanding Common Stock
and with respect to an increase in the number of shares of Common Stock the
Company is authorized to issue pursuant to the Articles of Incorporation, the
holders of the Series D Preferred Stock as a class shall be deemed to hold sixty
percent (60%) of the issued and outstanding shares of Common Stock for purposes
of calculating the voting power of the Series D Preferred Stock as a class under
this Section
6(b), notwithstanding the number of shares of Common Stock then
outstanding or the Conversion Ratio then in effect.




(c) 
          The affirmative vote
at a meeting duly called and held for such purpose or the written consent
without a meeting, of the holders of not less than a majority of the then
outstanding shares of Series D Preferred Stock (in addition to any other
corporate approvals then required to effect such action), shall be required
(i) for any change to this Certificate of Designation or the Company’s
Articles of Incorporation which would amend, alter, change or repeal any of the
powers, designations, preferences and rights of the Series D Preferred Stock,
(ii) for the issuance of shares of Series D Preferred Stock other than
pursuant to the Series D Preferred Stock Purchase Agreement, provided, however,
that nothing hereunder shall prevent or limit the Company from issuing shares of
Series D Preferred Stock in exchange for the conversion of the Company’s debt as
contemplated by such Stock Purchase Agreement; or (iii) for the Company to
authorize, create, issue or increase the authorized or issued amount of any
class or series of stock, which shares rank senior to, or have preference,
privilege or priority to, the Series D Preferred Stock. Notwithstanding the
foregoing to the contrary, no such affirmative vote or written consent pursuant
to this Section 6 shall
be required for the events set forth in this Section 6(c) in
the event of a closing of a liquidation, dissolution, or winding up of the
Company which would result in payment to the holders of Series D Preferred Stock
of the Series D Liquidation Preference Amount.




(d)           Any
of the designations, powers, preferences, rights, privileges or provisions of
this Certificate of Designation may be waived by the Board of Directors of the
Company and the affirmative vote at a meeting duly called and held for such
purpose or the written consent without a meeting, of the holders of not less
than a majority of the then outstanding shares of Series D Preferred
Stock.




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7.  
          Lost or Stolen
Certificates.  In the event that a share certificate
representing shares of Series D Preferred Stock to be converted has been lost or
destroyed, and upon receipt by the Company of evidence satisfactory to the
Company of the loss, theft, destruction or mutilation of any Series D Preferred
Stock Certificates representing the shares of Series D Preferred Stock, and, in
the case of loss, theft or destruction, the receipt by the Company of any
indemnification undertaking by the holder in a form satisfactory to the Company,
and, in the case of mutilation, upon surrender and cancellation of the Series D
Preferred Stock Certificate(s), the Company shall execute and deliver new Series
D Preferred Stock Certificate(s) of like tenor and date; provided, however, that the
Company shall not be obligated to re-issue Series D Preferred Stock Certificates
if the holder contemporaneously requests the Company to convert such shares of
Series D Preferred Stock into Common Stock.




8. 
           Equitable
Ownership.  On the date of the occurrence of a Voluntary
Conversion Date, each holder of record of shares of Series D Preferred Stock
shall be deemed to be the holder of record of the Common Stock issuable upon
such conversion, notwithstanding that the certificates representing such shares
of Series D Preferred Stock shall not have been surrendered at the office of the
Company, that notice from the Company shall not have been received by any holder
of record of shares of Series D Preferred Stock, or that the certificates
evidencing such shares of Common Stock shall not then be actually delivered to
such holder. The Company shall, as soon as practicable after such delivery, or
after such agreement and indemnification, issue and deliver at such office to
such holder of Series D Preferred Stock, a certificate or certificates for the
number of shares of Common Stock to which he shall be entitled as aforesaid and
a check payable to the holder in the amount of any cash amounts payable as the
result of a conversion into fractional shares of Common Stock, plus any declared
and unpaid dividends on the converted Series D Preferred Stock. Such conversion
shall be deemed to have been made immediately prior to the close of business on
the date of such surrender of the shares of Series D Preferred Stock to be
converted, and the person or persons entitled to receive the shares of Common
Stock issuable upon such conversion shall be treated for all purposes as the
record holder or holders of such shares of Common Stock on such date; provided, however, that if the
conversion is in connection with an underwritten offer of securities registered
pursuant to the Securities Act or a merger, sale, financing, or liquidation of
the Company or other event, the conversion may, at the option of any holder
tendering Series D Preferred Stock for conversion, be conditioned upon the
closing of such transaction or upon the occurrence of such event, in which case
the person(s) entitled to receive the Common Stock issuable upon such conversion
of the Series D Preferred Stock shall not be deemed to have converted such
Series D Preferred Stock until immediately prior to the closing of such
transaction or the occurrence of such event.




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9.  
          Dividends.




(a) 
          Holders of Series D
Preferred Stock shall be entitled to receive, when and as declared by the Board
of Directors, either out of funds legally available therefor or through the
issuance of shares of the Company’s Common Stock, and the Company shall accrue,
quarterly in arrears on March 31, June 30, September 30, and December 31 of each
year, commencing on the earlier of December 31, 2009, or any Conversion Date,
cumulative dividends on the Series D Preferred Stock at the rate per share (as a
percentage of the Original Issue Price per share, as the case may be) equal to
eight percent (8%) per annum, payable in cash or shares of Common Stock at the
sole discretion of the Company.  If a dividend is paid in shares of
Common Stock of the Company, the number of shares to be issued shall be based on
the average per share market price of the Common Stock for the 14-day period
immediately preceding the applicable accrual date (i.e., March 31, June 30,
September 30, or December 31, as the case may be).  Dividends
hereunder shall be paid quarterly, no later than the thirtieth (30th) day
following the end of the accrual period.  The Company may pay, at its
option, accrued dividends at any time while the Series D Preferred Stock remains
outstanding.  The Company shall pay all accrued and unpaid dividends
within thirty (30) days following either (a) the conversion of all of the Series
D Preferred Stock or (b) the redemption by the Company of all of the remaining
outstanding shares of Series D Preferred Stock.  Dividends on the
Series D Preferred Stock shall be calculated on the basis of a 360-day year,
shall accrue daily commencing on the Issuance Date, and shall be deemed to
accrue on such date whether or not earned or declared and whether or not there
are profits, surplus or other funds of the Company legally available for the
payment of dividends.  The person holding the Series D Preferred Stock
on an applicable record date for any dividend payment will be entitled to
receive such dividend payment and any other accrued and unpaid dividends which
accrued prior to such dividend payment date, without regard to any sale or
disposition of such Series D Preferred Stock subsequent to the applicable record
date but prior to the applicable dividend payment date.  Except as
otherwise provided herein, if at any time the Company pays less than the total
amount of dividends then accrued on account of the Series D Preferred Stock,
such payment shall be distributed ratably among the Holders of the Series D
Preferred Stock based upon the number of shares then held by each Holder in
proportion to the total number of shares of Series D Preferred Stock then
outstanding.




(b) 
          Notwithstanding
anything to the contrary contained herein, the Company may not issue shares of
Common Stock in payment of dividends on the Series D Preferred Stock (and must
deliver cash in respect thereof) if:  (i)  the number of
shares of Common Stock at the time authorized, unissued and unreserved for all
purposes, or held as treasury stock, is either insufficient to issue such
dividends in shares of Common Stock or the Company has not duly reserved for
issuance in respect of such dividends a sufficient number of shares of Common
Stock, or (ii) the Company shall have failed to timely satisfy its obligations
pursuant to any Conversion Notice.




10.           Optional
Redemption.




(a) 
          At any time on or
after December 1, 2010, the Company shall have the right, exercisable at its
option, to redeem from funds legally available therefor all or any portion of
the then-outstanding and unconverted shares of the Series D Preferred Stock at a
price equal to the Redemption Price (defined below) multiplied by the Applicable
Percentage (defined below).  Any redemption of less than all of the
Series D Preferred Stock shall be pro rata among the holders of
the Series D Preferred Stock based on the number of shares of Series D Preferred
Stock held by each holder of record at the time of such partial
redemption.  Any redemptions pursuant to this Section 9(a) shall be
effected by the delivery of a notice to each holder of Series D Preferred Stock
to be redeemed, which notice shall indicate the number of shares of Series D
Preferred Stock of each holder to be redeemed and the date that such redemption
is to be effected, which shall be the twentieth (20th)
business day after the date such notice is deemed delivered (the “Optional Redemption
Date”).  All redeemed shares of Series D Preferred Stock shall
cease to be outstanding and shall have the status of authorized but unissued
preferred stock.  The Redemption Price under this Section shall be
paid in cash on the Optional Redemption Date.




12




(b)           If
any portion of the Redemption Price is not paid by the Company on or prior to
the Optional Redemption Date, the redemption shall be declared null and void,
and the issuer will lose its redemption rights under this Section
10.




(c)           The
Redemption Price for each share of Series D Preferred Stock shall be an amount
equal to the Original Issue Price per share multiplied by One hundred twenty
(120) percent.




(d)           Notwithstanding
the foregoing, upon receipt of a Redemption Notice, but prior to the Redemption
Date stated in such Notice, the holder of the Series D Preferred Stock may give
notice of a Voluntary Conversion and convert its shares of Series D Preferred
Stock into Common Stock; provided, however,
that such conversion shall be effected no later than ten (10) business days from
the date of notice of Voluntary Conversion given under this
Section.




11.           Remedies, Characterizations,
Other Obligations. The remedies provided in this Certificate of
Designation shall be cumulative and in addition to all other remedies available
under this Certificate of Designation, at law or in equity (including a decree
of specific performance and/or other injunctive relief), no remedy contained
herein shall be deemed a waiver of compliance with the provisions giving rise to
such remedy and nothing herein shall limit a holder’s right to pursue actual
damages for any failure by the Company to comply with the terms of this
Certificate of Designation. Amounts set forth or provided for herein with
respect to payments, conversion and the like (and the computation thereof) shall
be the amounts to be received by the holder thereof and shall not, except as
expressly provided herein, be subject to any other obligation of the Company (or
the performance thereof).




12.           Specific Shall Not Limit
General; Construction. No specific provision contained in this
Certificate of Designation shall limit or modify any more general provision
contained herein. This Certificate of Designation shall be deemed to be jointly
drafted by the Company and all initial purchasers of the Series D Preferred
Stock and shall not be construed against any person as the drafter
hereof.




13.           Failure or Indulgence Not
Waiver. No failure or delay on the part of a holder of Series D Preferred
Stock in the exercise of any power, right or privilege hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any such power,
right or privilege preclude other or further exercise thereof or of any other
right, power or privilege.







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remainder of this Page is intentionally left blank.]








13




IN
WITNESS WHEREOF, the undersigned has executed and subscribed this Certificate
and does affirm the foregoing as true this 3rd day
of December, 2009.







REMOTEMDX,
      INC.By:
            /s/
      David G.
      DerrickName:
            David
      G. DerrickTitle:
            Chief
      Executive Officer









14




EXHIBIT
I




REMOTEMDX,
INC.


CONVERSION
NOTICE






Reference
is made to the Certificate of Designation of the Relative Rights and Preferences
of the Series D Convertible Preferred Stock of RemoteMDx, Inc. (the “Certificate
of Designation”). In accordance with and pursuant to the Certificate of
Designation, the undersigned hereby elects to convert the number of shares of
Series D Preferred Stock, par value $0.0001 per share (the “Preferred
Shares”), of RemoteMDx, Inc., a Utah corporation (the “Company”),
indicated below into shares of Common Stock, $0.0001 par value per share (the
“Common
Stock”), of the Company, by tendering the stock certificate(s)
representing the share(s) of Preferred Shares specified below as of the date
specified below.







Date
      of Conversion:Number
      of Preferred Shares to be converted:Stock
      certificate no(s). of Preferred Shares to be converted:The
      Common Stock has been sold pursuant to the Registration Statement:
      YES o NO oPlease
      confirm the following information:Conversion
      Ratio:Number
      of shares of Common Stock
              to
      be issued:Number
      of shares of Common Stock beneficially owned or deemed beneficially owned
      by the Holder on the
              Date
      of Conversion:Please
      issue the Common Stock into which the Preferred Shares are being converted
      and, if applicable, any check drawn on an account of the Company in the
      following name and to the following address:Issue
      to:Facsimile
      Number:Authorization:By:Title:Dated:







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