remotemdxsb2ex10-28.htm


    
      

      

    

     

    Exhibit
      10.28

      SIDE
        AGREEMENT

       

      


       

      This
        Side
        Agreement (“Agreement”), dated as of the 11 day of June, 2007,
        is by and between VATAS Holding GmbH, a German limited liability company
        (“VATAS”) and RemoteMDx, Inc., a Utah
        corporation  (the “Company”).  All
        capitalized terms not otherwise defined herein shall have the meanings ascribed
        to such terms in the Securities Purchase Agreement.

       

      
        	
                A.

              	
                WHEREAS,
                  VATAS and the Company (the “Parties”) entered into a
                  certain Securities Purchase Agreement (the “Securities Purchase
                  Agreement”), dated November 9, 2006, whereby VATAS purchased
                  3,000,000 shares (the “Shares”) of the Company’s Common
                  Stock.

              


      

       

      
        	
                B.

              	
                WHEREAS,
                  pursuant to the Securities Purchase Agreement, the Company agreed
                  to
                  register the Shares by the Filing Deadline or pay certain liquidated
                  damages in the form of additional shares of Common Stock of the
                  Company
                  (the “Penalty
                  Shares”).

              


      

       

      
        	
                C.

              	
                WHEREAS,
                  the Company has not yet registered the
                  Shares.

              


      

       

      
        	
                D.

              	
                WHEREAS,
                  as a result of such failure to register, the Company has a current
                  obligation to issue Penalty Shares in such number as is determined
                  pursuant to Section 7 of the Securities Purchase
                  Agreement.

              


      

       

      
        	
                E.

              	
                WHEREAS,
                  the Parties are entering into this Agreement in order to clarify
                  certain
                  matters relating to the Penalty
                  Shares;

              


      

       

      NOW
        THEREFORE, in consideration of the mutual covenants and promises contained
        in
        this Agreement, the Parties agree as follows:

       

      1.             Penalty
        Share Amount.  From the date hereof and up to and including the
        date thirty (30) days after the date of this Agreement (the “Suspension
        Period”), the aggregate amount of Penalty Shares owed to VATAS under
        Section 7 of the Securities Purchase Agreement shall be fixed at 750,000,
        notwithstanding any provision of such Section 7 that would otherwise operate
        during such period to increase the number of Penalty Shares owed.

      


      2.             Registration
        of the Penalty Shares.  The Company shall include all Penalty
        Shares (whether in the number fixed pursuant to Section 1 hereof or otherwise
        payable to VATAS pursuant to Section 7 of the Securities Purchase Agreement)
        for
        registration under the Securities Act in the Registration Statement on the
        same
        terms as specified in respect of the Shares in Section 7 of the Securities
        Purchase Agreement.

      


      3.           Failure
        to register the Penalty Shares. If the Company fails to file the
        Registration Statement on or prior to the end of the Suspension Period, the
        fixed amount of Penalty Shares specified in Section 1 hereof shall no longer
        apply and VATAS shall be owed Penalty Shares as may from time to time be
        determined pursuant to Section 7 of the Securities Purchase Agreement, as
        if the
        Suspension Period had never occurred.

      



      
        
          
          

        

        
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      4.           Counterparts.  This
        Agreement may be executed in any number of counterparts and by different
        parties
        hereto and separate counterparts each of which when so executed shall be
        deemed
        to be an original and all of which taken together shall constitute one and
        the
        same agreement. Delivery of an executed counterpart of a signature page to
        this
        agreement by telecopier or e-mail shall be effective as delivery of a manually
        executed counterpart of this agreement.

      


      5.           Applicability
        of Securities Purchase Agreement.  Except as expressly set forth
        herein, all terms and conditions set forth in the Securities Purchase Agreement
        shall remain in full force and effect.  The provisions of Section 10.1
        and 10.4 through 10.9, inclusive,  of the Securities Purchase
        Agreement shall apply, mutatis mutandis, to this Agreement as if set forth
        herein.

      


      


       

      


      


       

       

      


       

      


       

      


       

      [Remainder
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      IN
        WITNESS WHEREOF,
the parties hereto have duly executed this Agreement as
        of the date
        first written above.

       

      


       

      


       

      
        	 	
                VATAS
                  HOLDING GMBH 

              
	 	 	 
	 	
                By:

              	
                /s/  Lars
                  Windhorst     

              
	 	
                Name:

              	
                Lars
                  Windhorst

              
	
                 

              	
                
                  Title:

                

              	
                Managing
                  Director

              
	 	 	 
	 	
                REMOTEMDX,
                  INC. 

              
	 	
                By:

              	
                /s/
                  David Derrick     

              
	 	
                Name:

              	
                David
                  Derrick

              
	 	
                Title:

              	
                CEO

              


      

      




     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

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