Exhibit 10.4
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               AT&T WIRELESS CORPORATE DIGITAL ADVANTAGE AGREEMENT


RemoteMDx, Inc.                                                   (801) 974-9474
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Customer Legal Name ("Customer")               D/B/A              Main Telephone
                                                                  Number

5095 West 2100 South             Salt Lake City             UT           84120
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Street Address                       City                  State       ZIP Code

Michael Acton          macton@remotemdx.com       (801) 908-7766 ext. 113
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Primary Contact Name and Email Address         Primary Contact Telephone Number

Check One: X  Corporation   _ Partnership    _ Limited Liability
_ Company/Partnership

State of          Utah                               Effective Date:  10-14-04
          ---------------                                             --------
Formation                                         (To be completed by AWS only)
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Agreement: This AT&T Wireless Corporate Digital Advantage Agreement between
Customers, on behalf of itself and as agent for its Affiliates, and AWS National
Accounts, LLC ("AWS"), on behalf of itself and as agent for companies who
operate commercial mobile radio telecommunications systems in the geographic
areas covered by the Agreement ("Carriers"), consists of this Cover Page, the
attached AT&T Wireless Corporate Digital Advantage Program Description (the
"Program Description"), and the General Terms and Conditions in effect on the
Effective Date and found at http://www.attws.com/cda (the "General Terms and
Conditions") (collectively, the "Agreement").
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Term: The Agreement is for an initial term beginning on the Effective Date and
continuing for a period of: X Three (3) years At the end of this initial term,
the Agreement will automatically renew for successive one (1) year terms unless
either party gives the other party notice of its intent not to renew at least
ninety (90) days prior to the end of the then current term. Any year of the
term, including any renewal year, is referred to as a "Term Year."
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Initial MAC:
                                                                      $  45,000
(See Program Description 3)                                           ---------

Equipment Discount:                                                         25%
                                                                      ---------
(See Program Description 4)

<PAGE>


By signing below, Customer and AWS agree to be bound by the terms and conditions
of the Agreement.


RemoteMDx, Inc., on behalf of itself and its Affiliates:

By (Authorized Signature):  /s/
                                ------------------------------
Print Name and Title of Person Signing:  Michael G. Acton, CFO
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AWS National Accounts, LLC, on behalf of itself and the Carriers:

By (Authorized Signature):  /s/
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Print Name and Title of Person Signing:  William L. Evans, Sr. Director
                                         -------------------------------

<PAGE>


               AT&T WIRELESS CORPORATE DIGITAL ADVANTAGE AGREEMENT

                               PROGRAM DESCRIPTION

1. Service. AWS, through Carriers, will provide commercial mobile radio services
more particularly described in the Agreement ("Service") to Customer, its
Affiliates and their respective W-2 and/or K-1 employees who either (a) receive
Service under Customer's account ("Corporate Responsibility Users" or "CRUs") or
(b) receive Service under individual accounts in accordance with the AT&T
Wireless Employee Sponsorship Program described herein ("Individual
Responsibility Users" or "IRUs"). CRUs and IRUs are at times referred to
collectively as "End Users." Service includes wireless voice telecommunications
services ("Voice Service") and wireless data telecommunications services
("Wireless Data Service").

2. AT&T Wireless Corporate Digital Advantage Program Eligibility Requirements.
Customer must at all times meet the following program eligibility requirements
in AWS Markets:

         2.1 Minimum End User Requirement. Customer must have at least fifty
(50) End Users receiving Service at all times. If (a) AWS reasonably determines
that Customer, together with its Affiliates, will not achieve this minimum
within ninety (90) days of the Effective Date, or (b) Customer, together with
its Affiliates, fails to maintain this minimum during the term of the Agreement,
then Customer will be in default under 6.1 of the General Terms and Conditions;
provided, however, that for purposes of breach of this section only, the notice
and cure periods set forth in 6.2 of the General Terms and Conditions will be
sixty (60) days.

         2.2 Minimum Revenue Requirement. Customer must use a volume of Service
such that AWS will realize service revenue from Qualified Charges, as defined in
3.3.1 below ("Service Revenue"), of at least $45,000 per Term Year. If Customer
fails to achieve this revenue requirement in any Term Year, Customer will pay to
AWS the difference between $45,000 and the Service Revenue amount that Customer
actually paid in such Term Year.

         2.3 Program Components. In the event of a default under this 2,
Customer is no longer eligible for the Service Discount, the Equipment Discount
(each defined below) or other program components.

3. Service Discount and MAC Contribution. AWS will provide Customer with a
discount on Service (the "Service Discount"). AWS will apply the Service
Discount to CRUs' Qualified Charges. The Service Discount is based on Customer's
minimum annual commitment of Service Revenue ("MAC") and is set in accordance
with the table below. All Service Revenue generated by Customer, its Affiliates
and their respective CRUs contributes towards the MAC. AWS may restrict certain
Plans or certain other discount programs from either contributing to Customer's
MAC or qualifying for the Service Discount or both. AWS will advise Customer
when such restrictions apply.
<PAGE>

             Service                       Service                      Service
   MAC       Discount          MAC        Discount         MAC         Discount
    $45,000        6%     $1,100,000          10%      $4,700,000          14%
   $100,000        7%     $1,600,000          11%      $6,000,000          15%
   $200,000        8%     $2,200,000          12%      $8,000,000          16%
   $400,000        9%     $3,700,000          13%     $11,000,000          17%

         3.1 MAC Modification. Customer's initial MAC is set forth on the Cover
Page. Customer may modify its MAC after each Term Year. Any such modification is
subject to AWS' consent, which will not be unreasonably withheld, and the
parties will memorialize the modification in a signed writing. Customer must
notify AWS of its desire to modify the MAC within thirty (30) days after each
Term Year; however, the authorized modification will become effective as soon
thereafter as reasonably practicable. Customer understands and agrees that, in
connection with any such MAC modification, AWS may (a) modify Customer's Service
Discount and Equipment Discount; and/or (b) permit or restrict Customer's access
to certain other program components. Customer's MAC modification will not affect
the Reconciliation Obligation for the prior Term Year (see 3.2 below).

         3.2 Service Discount Reconciliation. If Customer fails to achieve the
MAC, as modified, Customer will pay AWS the difference between the amount of the
Service Discount received by Customer, and/or End Users, and the amount of the
Service Discount for which Customer would have qualified considering Service
Revenue actually received by AWS during that Term Year (the "Reconciliation
Obligation"). In the event Customer owes the Reconciliation Obligation, AWS may
reduce Customer's Service Discount percentage by an amount sufficient to offset
the Reconciliation Obligation. The amount and duration of this Service Discount
reduction is at AWS' sole discretion, provided that AWS will not offset more
than the total amount of the Reconciliation Obligation. 3.2.1 Ramp Year. During
the first Term Year only, Customer will be deemed to have achieved its MAC for
that first Term Year if AWS receives Service Revenue in an amount equal to
seventy-five percent (75%) of the MAC on or before the first anniversary of the
Effective Date. This 3.2.1 applies only for purposes of determining whether
Customer has achieved its MAC during the first Term Year and does not apply to
or otherwise affect Customer's obligations under 2.2 above or any other
obligations under the Agreement.

         3.3 Certain Other Definitions.

              3.3.1 "Qualified Charges" refers, both for the purposes of
determining the MAC and for determining the amounts against which the Service
Discount is applied, to the following undiscounted Service charges: (a) one-time
charges for Service activation and conversion, (b) monthly wireless access
charges, (c) home wireless usage charges, (d) roaming charges incurred by
Numbers provisioned from AWS Markets while roaming in other AWS Markets and
<PAGE>

using the AWS network, (e) charges for detail billing, (f) charges for tethering
when using the AWS network, and (g) charges for additional wireless service
features such as voice mail when using the AWS network, but excluding enhanced
features such as directory assistance or fee-based information services.

              3.3.2 "Non-Qualified Charges" refers to the following charges to
which the Service Discount will not apply: (a) charges for long distance
service, (b) all charges for local landline interconnect, toll services and
other charges arising from or related to wireless operators providing long
distance service, (c) all charges for Equipment, (d) roaming charges when not
using the AWS network, (e) charges for other goods and services that Customer, a
CRU and/or an IRU authorizes to be charged through the wireless bill; (f)
shipping and handling charges; (g) all Taxes; and (h) all other charges not
described in 3.3.1 above.

4. Equipment. Subject to the restrictions set forth below, AWS will provide
Customer with a discount on select Equipment found at www.attws.com/cda (the
"Equipment Discount"). AWS will apply the Equipment Discount to CRUs'
corresponding Equipment purchases. Customer's Equipment Discount is set forth on
the Cover Page. AWS will only provide Equipment with Service activated. The
Equipment Discount will not apply to upgrade purchases with respect to any CRU
more than two times in any twelve-month period.

5. AT&T Wireless Employee Sponsorship Program ("Sponsorship Program").
Customer's current W-2 and K-1 employees may participate in the Sponsorship
Program. All such W-2 and K-1 employees participating in the Sponsorship Program
will be Individual Responsibility Users under this Agreement. Customer agrees
that all IRUs are current W-2 and K-1 employees of Customer or one of its
Affiliates.

         5.1 Sponsorship Program Activation Processes and Procedures. Each IRU
participating in the Sponsorship Program: (a) must enter into, and be
individually responsible for complying with a separate agreement with AWS for
Service and Equipment (an "IRU Service Agreement") including, without
limitation, the corresponding obligations to comply with all of the terms and
conditions of his or her chosen Plan and to pay all charges incurred under his
or her IRU Service Agreement; and (b) must follow the activation, migration,
upgrade and related procedures and processes established by AWS from time to
time.

         5.2 Sponsorship Program Features. Under the Sponsorship Program: (a)
IRUs may choose from select Service Plans available to Customer within each AWS
Market (provided they qualify for the chosen Plan); (b) AWS will apply the
Service Discount to IRUs' Qualified Charges in accordance with 3 above; (c) AWS
will apply the Equipment Discount to IRUs' corresponding Equipment purchases in
accordance with 4 above, provided, however, that the Equipment Discount will
only apply to IRUs' purchases in connection with initial Service activation; (d)
Service Revenue generated by IRUs contributes to Customer's MAC (subject to 3
above); and (e) IRUs and their usage contribute to Customer's eligibility
requirements set forth in 2 above.
<PAGE>

         5.3 WIN Advantage(R) Software Exclusion. IRUs' account information is
not included in the WIN Advantage software (as defined in 7 below).

         5.4 Marketing Assistance. Customer will participate with AWS in efforts
to obtain eligible employees' participation in the Sponsorship Program.

6. Financial Responsibility. Customer must pay for all charges incurred under
the Agreement, regardless of whether such charges were incurred by Customer, its
Affiliates or their respective CRUs. Notwithstanding the foregoing, Customer is
not liable for any charges incurred by IRUs under this Agreement or any IRU
Service Agreement.

7. Billing Services and Invoicing Options. Customer will receive certain billing
analysis tools using the AT&T Wireless Information Navigator(R) Advantage (WIN
Advantage(R)) software, together with all updates and modifications thereto.
With respect to Service, Customer will have the invoicing options set forth
below.

         7.1 Consolidated Invoicing. Under consolidated invoicing, AWS will
provide an invoice each month through WIN Advantage(R) consolidating all CRUs'
Service charges for the preceding monthly billing cycle, except as may otherwise
be noted in applicable online or printed terms and conditions of an AWS offer,
product, service, or Plan. Customer will promptly notify AWS of any Numbers to
be added or deleted from Customer's invoice.

         7.2 Corporate Responsibility User Invoicing ("End User Invoicing").
Under End User Invoicing, AWS will provide an invoice each month to Customer's
CRUs setting forth such CRUs' Service charges for the preceding monthly billing
cycle.

8. Termination Charge. For termination of the Agreement by AWS pursuant to 6.1
of the General Terms and Conditions, the "Termination Charge" will be an amount
equal to (a) $3,750 times the number of months remaining in the term as of the
termination date plus (b) with respect to each CRU who was active on Service for
less than twelve months, $25 times the number of months less than twelve during
which such CRU was active on Service as of the termination date.

9. Customer's Affiliates. Customer agrees that any of its Affiliates receiving
Service under the Agreement meet, and will continue to meet throughout the term
of the Agreement, the definition of "Affiliate" set forth in 16 of the General
Terms and Conditions.

10. AT&T Wireless GSM National Flat Rate Calling Plan. Notwithstanding anything
to the contrary in the terms and conditions of the AT&T Wireless National Flat
Rate Calling Plan (as detailed in the current calling Plan collateral), AWS and
Customer agree that the Monthly Service Charge, Domestic On-Network Airtime Rate
will be as follows:
<PAGE>
<TABLE>
<CAPTION>

AT&T Wireless GSM National Flat Rate Calling Plan
------------------ ----------------- ----------------- -------------------------- ------------- -------------
                   Monthly Service   Monthly           Monthly Service Charge     On-Net Per    Off-Net Per
                   Charge            Recurring Credit  After Recurring Credit     Minute        Minute
------------------ ----------------- ----------------- -------------------------- ------------- -------------
<S>                   <C>               <C>                   <C>                  <C>           <C>
  GSM National        $12.99            $2.00                 $10.99               $0.15         $0.15
    Flat Rate
------------------ ----------------- ----------------- -------------------------- ------------- -------------
</TABLE>

Only Customer's CRUs are eligible to activate Service on the AT&T Wireless
National Flat Rate Calling Plans. Refer to Plan brochure for additional
information including but not limited to governing terms and conditions,
features and coverage areas. To remain eligible for the AT&T Wireless National
Flat Rate Calling Plan set forth above, Customer must have twenty five percent
(25%) of their End Users on GSM Service by the end of the first term year, and
seventy five percent (75%) of their End Users on GSM Service by the end of the
second term year.

The Mobile-to-Mobile Feature only applies when End Users are in AWS Markets.

11. Activation Fee Waiver. AWS will waive the start of service charge
(Activation Fee) for CRUs activating new service on the AT&T Wireless Voice Rate
Plans found at www.attws.com/cda in AWS Markets for the term of the Agreement.

12. Incorporation of Agreement. The terms, conditions and defined terms set
forth in all document comprising the Agreement including, without limitation,
the Cover Page, this Program Description, the General Terms and Conditions, and
other applicable online terms and conditions, apply throughout all such
documents.