Exhibit 14
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                                 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.

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

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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.

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

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avoid even the appearance of such a conflict. For example, there is a likely
conflict of interest if an officer, director or employee should:

         o    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;
         o    Use nonpublic company, customer, or vendor information for
              personal gain by the employee, officer, director or their
              relatives or friends
         o    Have more than a modest financial interest in any vendor, customer
              or competitor;
         o    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
         o    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.

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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.

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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.

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

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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, 5095 West
2100 South, Salt Lake City, 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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