remotemdx8k112108ex.htm


    
      

      

    

    
      PROMISSORY
NOTE

       

       

      
        	
                Principal
      Amount:

              	
                $1,000,000.00

              	
                Date:
      November 21,
      2008

              
	
                Borrower
      Address:

              	
                RemoteMDx,
      Inc.

              	 
      
	 
      	
                150 West Civic Center
      Drive, Ste. 400

              	 
      
	 
      	
                Sandy, UT
      84070

              	 
      
	 
      	 
      	 
      
	
                Lender
      Address:

              	
                David
      Derrick

              	 
      
	 
      	
                1401 North Highway 89,
      Suite 240

              	 
      
	 
      	
                Farmington, UT
      84025

              	 
      


      

       

      1.         PROMISE
TO PAY AND INTEREST.

       

      For value
received, the undersigned (“Borrower”), promises
to pay to David Derrick, an individual (“Lender”), at its above office, or at
such other place as Lender may designate in writing, in lawful money of the
United States of America, the principal sum of ONE MILLION DOLLARS
($1,000,000.00), with interest thereon from the date advanced at 15% rate per
annum (“Interest
Rate”).  In addition, the Borrower will pay the Lender an
origination fee of 5% of the principal sum in the amount of FIFTY THOUSAND
DOLLARS ($50,000.00) in cash and ONE HUNDRED THOUSAND (100,000) shares of
RemoteMDx restricted common stock.

       

      2.         MATURITY
DATE.

       

      Principal
and interest shall be due and payable upon the Lender receiving cash proceeds of
$1,000,000.00 or more from the sale of common stock or other additional
financing activities or seventy-five (75) days from origination and delivery
herewith, whichever comes first (“Maturity
Date”).

       

      On the
Maturity Date Borrower shall pay to Lender the unpaid principal, all accrued and
unpaid interest, and all other amounts (“Other Amounts”)
payable by Borrower to Lender under the Promissory Note.

       

      Principal,
interest, and Other Amounts not paid when due and any judgment therefor shall
bear interest from its due date or the judgment date, as applicable, until paid
at a rate (“Default
Rate”) equal to eighteen percent (18%) per annum.

       

      All
interest under the Loan Documents shall be computed on the basis of a 360-day
year and accrue on a daily basis for the actual number of days
elapsed.  Borrower agrees to pay an effective rate of interest that is
the sum of (i) the interest rate provided herein and (ii) any additional rate of
interest resulting from any other charges or fees paid or to be paid in
connection herewith that are determined to be interest or in the nature of
interest.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      3.         APPLICATION
OF PAYMENTS.

       

      At the
option of Lender, payments shall be applied to principal, interest, and Other
Amounts in the order Lender determines from time to time.

       

      4.         PREPAYMENT.

       

      Borrower
may prepay the outstanding principal balance hereof, in whole or in part, at any
time prior to the Maturity Date without penalty or premium.  At the
option of Lender, in its absolute and sole discretion, any prepayment shall be
applied to any installments coming due hereunder in the inverse order of their
due dates.

       

      5.         EVENT
OF DEFAULT.

       

      The
occurrence of any of the following shall be deemed to be an event of default
(“Event of
Default”) in the payment of principal or interest when due pursuant to
the terms hereof and the expiration of five (5) days after written notice of
such default from Lender to Borrower.

      


      6.         REMEDIES.

       

      Upon the
occurrence of an Event of Default, then at the option of the holder hereof, the
entire balance of principal together with all accrued interest thereon, and all
other amounts payable by Borrower under the Loan Documents shall, without demand
or notice, immediately become due and payable.  Upon the occurrence of
an Event of Default (and so long as such Event of Default shall continue), the
entire balance of principal hereof, together with all accrued interest thereon,
all other amounts due under the Loan Documents, and any judgment for such
principal, interest, and other amounts shall bear interest at the Default Rate,
subject to the limitations contained in Section 3
hereof.  No delay or omission on the part of the holder hereof in
exercising any right under this Note or under any of the other Loan Documents
hereof shall operate as a waiver of such right.

       

      7.         ATTORNEYS’
FEES.

       

      If this
Note is not paid when due or if any Event of Default occurs, Borrower promises
to pay all costs of enforcement and collection and preparation therefor,
including but not limited to, reasonable attorneys’ fees, whether or not any
action or proceeding is brought to enforce the provisions hereof (including,
without limitation, all such costs incurred in connection with any bankruptcy,
receivership, or other court proceedings (whether at the trial or appellate
level)).

       


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

       

      8.         SEVERABILITY.

       

      If any
provision of this Note is unenforceable, the enforceability of the other
provisions shall not be affected and they shall remain in full force and
effect.

       

      9.         CHOICE
OF LAW.

       

      The Loan
Documents shall be governed by the law of the State of Utah, without giving
effect to conflict of laws principles.

       

      10        BINDING
EFFECT.

       

      The Loan
Documents will be binding upon, and inure to the benefit of, the holder hereof,
Borrower, and their respective successors and assigns.  Borrower may
not delegate its obligations under the Loan Documents.

       

      11.       TIME
OF THE ESSENCE.

       

      Time is
of the essence with regard to each provision of the Loan Documents as to which
time is a factor.

       

      12.       SURVIVAL.

       

      The
representations, warranties, and covenants of the Borrower in the Loan Documents
shall survive the execution and delivery of the Loan Documents and the making of
the Loan.

       

      
        	 
      	
                REMOTEMDX,
      INC. a Utah corporation

              
	 
      	
                By: /s/ John L. Hastings,
      III

              
	 
      	
                Name:  John L.
      Hastings, III

              
	 
      	
                Title:  President

              
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                By: /s/ David
      Derrick

              
	 
      	
                Name:  David
      Derrick

              


      

       

      
 

       

      
        3