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| 1.           | I have reviewed this      quarterly report on Form 10-Q of RemoteMDx, Inc.;                                                                                                                                                                                                                                                                                        |
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| 2.      | Based on my knowledge, this      report does not contain any untrue statement of a material fact or omit to      state a material fact necessary to make the statements made, in light of      the circumstances under which such statements were made, not misleading      with respect to the period covered by this report;                                     |
| 3.      | Based on my knowledge, the      financial statements, and other financial information included in this      report, fairly present in all material respects the financial condition,      results of operations and cash flows of the registrant as of, and for, the      periods presented in this report;                                                        |
| 4.      | The registrant's other      certifying officer(s) and I are responsible for establishing and      maintaining disclosure controls and procedures (as defined in Exchange Act      Rules 13a-15(e) and 15d-15(e)) and internal control over financial      reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for      the registrant and have:   |
|    | (a)                                                                                                                                                                                                                                                                                                                                                                | Designed such disclosure      controls and procedures, or caused such disclosure controls and procedures      to be designed under our supervision, to ensure that material information      relating to the registrant, including its consolidated subsidiaries, is      made known to us by others within those entities, particularly during the      period in which this report is being prepared;   |
|    | (b)                                                                                                                                                                                                                                                                                                                                                                | Designed such internal      control over financial reporting, or caused such internal control over      financial reporting to be designed under our supervision, to provide      reasonable assurance regarding the reliability of financial reporting and      the preparation of consolidated financial statements for external purposes      in accordance with generally accepted accounting principles;  |
|    | (c)                                                                                                                                                                                                                                                                                                                                                                | Evaluated the effectiveness      of the registrant's disclosure controls and procedures and presented in      this report our conclusions about the effectiveness of the disclosure      controls and procedures, as of the end of the period covered by this      report based on such evaluation; and   |
|    | (d)                                                                                                                                                                                                                                                                                                                                                                | Disclosed in this report any      change in the registrant's internal control over financial reporting that      occurred during the registrant's most recent fiscal quarter (the      registrant's fourth fiscal quarter in the case of an annual report) that      has materially affected, or is reasonably likely to materially affect, the      registrant's internal control over financial reporting; and   |
| 5.      | The registrant's other      certifying officer(s) and I have disclosed, based on our most recent      evaluation of internal control over financial reporting, to the      registrant's auditors and the audit committee of the registrant's board of      directors (or persons performing the equivalent functions):                                             |
|    | (a)                                                                                                                                                                                                                                                                                                                                                                | All significant deficiencies      and material weaknesses in the design or operation of internal control      over financial reporting which are reasonably likely to adversely affect      the registrant's ability to record, process, summarize and report      financial information; and   |
|    | (b)                                                                                                                                                                                                                                                                                                                                                                | Any fraud, whether or not      material, that involves management or other employees who have a      significant role in the registrant's internal control over financial      reporting.   |

| Date:      May 18, 2009 | /s/ Michael G.    Acton  |
|-------------------------|-------------------------------|
|                    | Michael      G. Acton         |
|                    | Chief      FinancialOfficer   |

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