Exhibit 3.01(2)
                                ---------------



                        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, RemoteMDx, Inc. (the "Corporation") hereby declares and
certifies as follows:

         1.   The name of the Corporation is RemoteMDx, Inc.

         2.   The text of the amendment to the Articles of  Incorporation of the
              Corporation  adopted by Unanimous Written Consent of the Directors
              of the  Corporation  and  recommended to the  shareholders  of the
              Corporation is as follows:

         The first paragraph of "Article III,  Capital Stock," is hereby amended
by substituting the following paragraph in its place:

         "The  Corporation  is  authorized  to issue two classes of shares to be
designated, respectively, "Common Stock" and "Preferred Stock." The total number
of shares of  Common  Stock  authorized  to be  issued  is one  hundred  million
(100,000,000) and the total number of shares of Preferred Stock authorized to be
issued is ten million  (10,000,000).  The Common Stock and the  Preferred  Stock
shall each have a par value of $0.0001 per share."

         3.   The  amendment  specified  above does not provide for an exchange,
              reclassification,   or   cancellation  of  issued  shares  of  the
              Corporation.

         4.   The amendment  specified above was adopted as of March 10, 2004 by
              Unanimous  Written  Consent  of  the  Board  of  Directors  of the
              Corporation,  and in accordance  with the  requirements of the Act
              and  the  Bylaws  of  the  Corporation.  The  Board  of  Directors
              unanimously   recommended   approval  of  the   amendment  by  the
              shareholders  of the  Corporation.  On May 5, 2004, such amendment
              specified  above was approved by a vote of  shareholders  owning a
              majority of the issued and  outstanding  voting  securities of the
              Corporation,  who  also  approved  the  adoption  of the  attached
              Amended and Restated  Articles of Incorporation as the articles of
              incorporation of the Corporation effective with the filing thereof
              with  the Utah  Division  of  Corporations  and  Commercial  Code.
              Approval of the amendment and the Amended and Restated Articles of
              Incorporation was as follows:

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<PAGE>
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------
                         OUTSTANDING SHARES     TOTAL     VOTES CAST FOR  VOTES CAST AGAINST
  DESIGNATION OF STOCK                       VOTES CAST   AMENDMENT AND     AMENDMENT OR
                                                           RESTATEMENT       ABSTAINING
--------------------------------------------------------------------------------------------
<S>                         <C>              <C>           <C>                 <C>
 Common Stock and Series
B Voting Preferred Stock    29,616,148       21,063,665    20,316,106          747,559
--------------------------------------------------------------------------------------------
</TABLE>

         Such votes cast were  sufficient  for  approval  of the  Amendment  and
adoption of the Amended and Restated Articles of Incorporation.

         IN WITNESS WHEREOF,  this Amendment to the Articles of Incorporation of
the Corporation is executed as of the 3rd day of October 2005.

                                        RemoteMDx, Inc.,
                                        a Utah corporation


                                        By /s/ Michael G. Acton
                                           --------------------

                                        Name:  Michael G. Acton
                                               ----------------

                                        Title:  CFO/Secretary
                                                -------------


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