REMOTEMDX,
      INC.





Code
      of Business Conduct and
      Ethics





Introduction





RemoteMDx,
      Inc. is dedicated to
      developing the leading products and services in the remote personal health
      and
      emergency monitoring industry.  The company is committed to the
      highest ethical standards and integrity in its business
      activities.  The company expects this commitment to extend to its
      employees, officers and directors at all levels.





As
      customers and the investing public
      become acquainted with the outstanding products and services offered by
      RemoteMDx and an investment in the company, it is important that they be able
      to
      trust that the operations of the company meet the same high standards as the
      products and services it offers.





While
      every RemoteMDx employee is
      responsible for the consequences of his or her actions, it is executive
      management, the board of directors and the corporate employees, including
      officers, who are the primary guardians of the company’s ethics. The management
      and directors of RemoteMDx have the added responsibility of setting an example
      by their personal performance and an attitude that conveys the company’s ethical
      values of honesty and respect.





Business
      Ethics





It
      is the policy of the company that
      each employee of RemoteMDx, regardless of position or location, shall conduct
      their affairs with uncompromising honesty and integrity. All employees, as
      well
      as executive officers and directors, shall adhere to the highest standard of
      conduct, honesty and integrity, regardless of local custom.  All
      employees, officers and directors are expected to be honest and ethical in
      dealing with each other, with customers, regulators, vendors and other third
      parties.





Employees
      must respect the rights of
      fellow employees and third parties. Their actions must be free from illegal
      discrimination, libel, slander or harassment. Each person must be accorded
      equal
      opportunity, regardless of age, race, sex, sexual preference, color, creed,
      religion, national origin, marital status, veteran's status, handicap or
      disability.





Misconduct
      will not be excused because
      it was directed or requested by another person. Each employee should alert
      management whenever an illegal, dishonest or unethical act is discovered or
      suspected. No person will ever be penalized for reporting such discoveries
      or
      suspicions.  Reports may be made anonymously through procedures
      established by the Board of Directors.





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RemoteMDx
      conducts its affairs
      consistent with the applicable laws and regulations of the jurisdictions where
      it does business. Business practices, customs and laws differ from country
      to
      country. When conflicts arise between the company’s ethical practices, and the
      practices, customs, and the laws of a country or other jurisdiction, the company
      will seek to resolve them consistent with its ethical beliefs. If the conflict
      cannot be resolved consistent with its ethical beliefs, the company will not
      proceed with the proposed action giving rise to the
      conflict.





The
      following statements address various
      standards as applied to frequently raised ethical concerns.A
      violation of the
      standards contained in this Code of Business Conduct and Ethics will result
      in
      corrective action, including possible dismissal.





Public
      Reports




RemoteMDx
      is a public
      company.  The company files periodic and other reports with the
      Securities and Exchange Commission.  Its shares are traded publicly
      and may in the future be listed on one or more national exchanges or included
      in
      the Nasdaq Stock Market.  The reports and other documents filed with
      the SEC (and, when appropriate, the exchanges) are made publicly available
      and
      posted on the company’s corporate website. In addition it is the company’s
      practice to make public announcements on a current basis of material
      developments at the company. The company’s policy and practice will be to
      ensure that all disclosure made in reports and documents and statements that
      RemoteMDx files with, or submits to, the Securities and Exchange Commission
      and
      in other public communications are full, fair, accurate, timely, and
      understandable.




If
      an employee, officer or director is
      responsible for assisting in the preparation or review of any report filed
      under
      applicable state or federal securities laws or other regulatory standards,
      he or
      she must assure that the information contained in the report, particularly
      in
      the section or parts of the reports for which he or she is primarily
      responsible, are complete and accurate and that they are true in every
      respect.  Furthermore these reports must not contain any
      misrepresentation of any fact or omit any fact that might be material to a
      complete understanding of the company’s results of operations or financial
      condition or in any other way be misleading to the public.  Employees,
      officers and directors should report any material misstatement or omission
      or
      any suspected fraud in connection with these reports to management or the Board
      of Directors without fear of reprisal or punishment.





Conflicts
      of
      Interest





Employees,
      as well as executive officers
      and directors, must avoid any personal activity, investment or association
      that
      could appear to interfere with good judgment concerning the best interests
      of
      the company. The Audit Committee of the Board of Directors must review and
      approve all proposed transactions involving the company on the one hand, and
      any
      officer or director or significant shareholder on the other.





2


No
      employee, officer or director may
      exploit his or her position or relationship with the company for personal gain.
      All employees, officers and directors should avoid even the appearance of such
      a
      conflict. For example, there is a likely conflict of interest if an officer,
      director or employee should:




·
            Cause
                the company to engage in
                business transactions with relatives or friends that would not redound
                to
                the benefit of RemoteMDx or that would place the employee, officer,
                or
                director or their relatives or friends in a position of conflict
                with the
                interests of the company;




·
            Use
                nonpublic company, customer,
                or vendor information for personal gain by the employee, officer,
                director
                or their relatives or
                friends




·
            Have
                more than a modest financial
                interest in any vendor, customer or
                competitor;




·
            Receive
                a loan, or guarantee of
                obligations, from the company or a third party as a result of his
                or her
                position at the company; or




·
            Compete,
                or prepare to compete,
                with the company while still employed by RemoteMDx or in violation
                of
                statutory or contractual duties or
                restrictions.




These
      are examples
      only.  There are other situations in which a conflict of interest may
      arise.





Gifts,
      Bribes and
      Kickbacks





Other
      than modest gifts given or
      received in the normal course of business (including travel or entertainment),
      no employee, officer, or director or their respective relatives may give gifts
      to, or receive gifts from, the company's customers, clients and vendors. Other
      gifts may be given or accepted only with prior approval of senior management.
      In
      no event should the employee, officer or director put RemoteMDx or himself
      or
      herself in a position that would be embarrassing if the gift was made
      public.





Dealing
      with government employees is
      often different than dealing with private persons. Many governmental bodies
      strictly prohibit the receipt of any gratuities by their employees, including
      meals and entertainment. Employees, officers and directors must be aware of
      and
      strictly follow these prohibitions.





Any
      employee, officer or director who
      pays or receives bribes or kickbacks will be immediately terminated and
      reported, as warranted, to the appropriate authorities. A kickback or bribe
      includes any item intended to improperly obtain favorable treatment, regardless
      of the appropriateness of such a practice in local custom or
      law.





Loans





No
      officer or director may request or
      accept a loan or advance from RemoteMDx.  As a general rule, the
      company will not make loans or advances, including payroll advances, to any
      employee.





3


Improper
      Use or Theft of Company
      Property





Every
      employee, officer and director is
      expected to safeguard company property from loss or theft, and may not take
      such
      property for personal use. Company property includes confidential information,
      software, computers, office equipment, and supplies. Employees, officers and
      directors must appropriately secure all RemoteMDx property within their control
      to prevent its unauthorized use. Using company computers or communications
      systems to access or distribute personal or "non-business related" information,
      data or graphics in violation of the law, or the employee handbook and related
      policies is strictly prohibited.





Covering
      Up Mistakes; Falsifying
      Records; Document Preservation





Mistakes
      should never be covered up, but
      should be immediately fully disclosed and corrected. Falsification of any
      company, client or third party record is prohibited. The company’s policy for
      preservation of corporate documents must be adhered to.





Abuse
      of Company, Customer, Associate or
      Vendor Information





No
      employee, officer or director may use
      or reveal company, customer, or vendor confidential or proprietary information
      to others. This includes business methods, pricing and marketing data, strategy,
      product information, computer code, screens, forms, experimental research,
      and
      information about the company’s current, former and prospective products,
      markets, or customers.





Gathering
      Competitive
      Information





No
      employee, officer or director may
      accept, use or disclose the confidential information of competitors of the
      company. When obtaining competitive information, employees, officers and
      directors must not violate competitors' rights. Particular care must be taken
      when dealing with competitors' clients, ex-clients and ex-employees. Never
      ask
      for confidential or proprietary information. Never ask a person to violate
      a
      non-compete or non-disclosure agreement.





Sales:
      Defamation and
      Misrepresentation





Aggressive
      selling should not include
      misstatements, innuendo or rumors about our competition or their products and
      financial condition. Do not make unsupportable promises concerning the company’s
      products or services.





Use
      of Company and Third Party
      Software





RemoteMDx
      and third party software may
      be distributed and disclosed only to persons authorized to use it under
      applicable license agreements.





4


RemoteMDx
      and third party software may
      not be copied without specific authorization and may only be used to perform
      assigned responsibilities.





All
      third-party software must be
      properly licensed. The license agreements for such third party software may
      place various restrictions on the disclosure, use and copying of
      software.





Developing
      Software





Employees
      involved in the design,
      development, testing, modification or maintenance of software must not tarnish
      or undermine the legitimacy and "cleanliness" of the company’s products by
      copying or using unauthorized third party software or confidential information.
      Employees may not possess, use or discuss proprietary computer code, output,
      documentation or trade secrets of a non-company party, unless authorized by
      such
      party. Intentional duplication or emulation of the "look and feel" of others'
      software is not permissible.





Fair
      Dealing





No
      employee, officer or director should
      take unfair advantage of anyone through manipulation, concealment, abuse of
      privileged information, misrepresentation of material facts, or any other
      unfair-dealing practice.





Fair
      Competition and Antitrust
      Laws





The
      company (including all employees,
      officers and directors) must comply with all applicable fair competition and
      antitrust laws. These laws attempt to ensure that businesses compete fairly
      and
      honestly and prohibit conduct seeking to reduce or restrain
      competition.





Political
      Contributions





No
      company funds may be given directly
      to political candidates. Employees, officers and directors may, however, engage
      in political activity with their own resources on their own
      time.





Waivers





This
      Code of Business Conduct and Ethics
      applies to all employees, officers and directors. There shall be no waiver
      of
      any part of the Code, except by the Board of Directors or a designated committee
      of the Board of Directors, which will ascertain whether a waiver is appropriate
      and ensure that the waiver is accompanied by appropriate controls designed
      to
      protect the company.





5


In
      the event that any waiver is granted,
      the waiver will be posted on the company’s website, thereby allowing the
      shareholders to evaluate the merits of the particular
      waiver.  Additional disclosure of such a waiver will be contained, to
      the extent required by law, in the company’s filings with the Securities and
      Exchange Commission.





Reporting
      Ethical
      Violations





Individual
      conduct can reinforce an
      ethical atmosphere and positively influence the conduct of fellow employees
      and
      directors. If an individual is powerless to stop suspected misconduct or
      discover it after it has occurred, it should be report to a supervisor or to
      the
      appropriate level of management.





If
      an individual is still concerned
      after speaking with a supervisor and local management or if an individual feels
      uncomfortable speaking with them (for whatever reason), the matter may be
      reported anonymously by sending a note, with relevant documents, to RemoteMDx,
      Inc., Attn: Chief Financial Officer, 150 West Civic Center Drive, Suite 400,
      Sandy, Utah 84120. This report will be dealt with anonymously and confidentially
      and the person submitting any report will be protected from
      retaliation.





Conclusion





Any
      employee who ignores or violates any
      of RemoteMDx's ethical standards, and any manager who penalizes a subordinate
      for trying to follow these ethical standards, will be subject to corrective
      action, including immediate dismissal. However, it is not the threat of
      discipline that should govern an individual’s actions.  The Board of
      Directors, in adopting this code, hopes that all employees, officers and
      directors share the belief that a dedicated commitment to ethical behavior
      is
      the best way to protect the business interests of RemoteMDx, Inc. and its
      stakeholders.










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