CONSUMER ELECTRONICS DISTRIBUTION AGREEMENT


         This Distribution Agreement (the "Agreement"), effective January 1,
2003 (the "Effective Date"), is entered into by RemoteMDx, Inc., a Utah
corporation ("RemoteMDx"), SecureAlert, Inc., a Utah corporation and wholly
owned subsidiary of RemoteMDx ("SecureAlert"), (RemoteMDx and SecureAlert are
sometimes referred to collectively herein as the "Company"), and SecureAlert
Entertainment, LLC, a Tennessee limited liability company ("Distributor").

                                    RECITALS:

         A. Company is the licensed distributor of Magnavox brand consumer
electronics products under agreements with the manufacturer.

         B. Distributor desires to purchase and distribute consumer electronic
products on an exclusive basis in the Territory defined in this Agreement, and
Company desires to grant Distributor such right, pursuant to the terms and
conditions of this Agreement.

         C. The parties acknowledge that Distributor's compliance with quality
specifications, and the compulsory acquisition of certain consumer electronic
products from Company or from an undertaking specified by Company, will be
required to ensure that Company's rights and reputation are properly protected.

                                   AGREEMENTS:

         In consideration of the mutual covenants and agreements contained
herein, the sufficiency of which is hereby acknowledged, the parties agree as
follows:

1.       General Definitions.

     1.1  "Products,"  means all products sold in the  Territory by  Distributor
          hereunder.

          1.2  "Territory" means the manufactured homes marketing channel within
               the United States of America,  including without limitation those
               firms listed on the attached Exhibit A.

2. Appointment.

     2.1  Appointment  as  Distributor.  Company  appoints  Distributor  as  its
          distributor  of the Products  within the Territory.  This  appointment
          will be exclusive as to the Territory  during the term hereof provided
          that  Distributor at all times is in compliance with all provisions of
          this Agreement.  During the exclusive term of this Agreement,  Company
          will not sell or appoint any other distributor to sell Products in the
          Territory.

     2.2  Restrictions.

          2.2.1Except  as   specifically   provided  in  this   Section   2.2.1,
               Distributor  will not sell any  services or products  (including,
               without  limitation  the  Products)  in the PERS or home  medical
               monitoring  and  personal  remote  medical  monitoring   markets.
               Notwithstanding the foregoing, Distributor may sell in any market
               the 3000  Uniden  GPS 1000's and 2200  ASC911A's  transferred  to
               Distributor by Company  pursuant to that certain  Agreement among
               Company, Distributor and others dated as of even date.
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2.2.2                               Distributor may purchase Products on a
                                    non-exclusive basis from the Company or
                                    other manufacturers for sale in markets
                                    outside the Territory. Company may directly
                                    or indirectly sell Products outside the
                                    Territory.

     2.3  Appointment  of  Dealers.  Distributor  may  exercise  its  marketing,
          distribution  and selling  rights both directly and through  qualified
          dealers  authorized  by  Distributor  to market and sell the  Products
          within the Territory.  Distributor  shall be responsible  for ensuring
          that its dealers  comply with all  applicable  terms and  restrictions
          under this Agreement.

     2.4  Commercially  Reasonable  Efforts.  Distributor shall use commercially
          reasonable,  good faith  efforts to  continually  promote and sell the
          Products in the Territory.

3.   Assignment of Certain Property. To assist Distributor in the development of
     its business hereunder, Company hereby transfers and assigns to Distributor
     the fixed  assets  listed on the  attached  Exhibit B free and clear of all
     liens or encumbrances.

4.   Order and Purchase Terms.

     4.1  Pricing and Payment Terms.  Company shall sell Products free and clear
          of all  liens  or  encumbrances  to  Distributor  at a price  equal to
          Company's cost for such Products plus seven percent (7%) of such cost.
          All payment for product  will be  deposited in a lock box account (the
          "Account")  in the name of Company with a bank selected by Company and
          acceptable to Distributor ("Bank"). Bank shall hold all funds pursuant
          to an agreement with the following provisions:

          4.1.1Distributor shall pay into the Account the actual cost payable to
               manufacturers  and  suppliers  for  all  Products   purchased  by
               Distributor  in compliance  with the payment terms and conditions
               established by the manufacturer or supplier in sufficient time to
               allow Bank to disburse  payment to the  manufacturer  or supplier
               according to such terms and conditions.

          4.1.2Distributor  shall pay into the  Account the seven  percent  (7%)
               markup for Products  purchased  during any month for disbursement
               to  Company  not  later  than the  10th  day of the  next  month,
               beginning on February 10, 2003.  Notwithstanding  the  foregoing,
               all  parties  hereto  acknowledge  that in  connection  with  the
               execution and delivery of this Agreement RemoteMDx,  SecureAlert,
               Distributor  and others have  executed and delivered an Agreement
               dated as of even date pursuant to which two  promissory  notes in
               favor of Dr. Ed Boling  and Thomas  Natale  will be  modified  by
               execution and delivery of two new promissory  notes,  each in the
               principal amounts of $261,439.4.  In the event any payment is not
               made pursuant to either of such promissory notes,  without regard
               to any notice or cure periods contained therein, then Distributor
               is hereby authorized to the extent of such nonpayment to withhold
               payment  into the Account  pursuant to this  subsection  and make
               payment directly to Dr. Ed. Boling or Thomas Natale,  as the case
               may be.

          4.1.3Bank shall be authorized to make  disbursements  from the Account
               to   manufacturers,    suppliers   and   Company,   respectively,
               immediately upon receipt of funds from Distributor.

          4.1.4Company  shall have no right to alter the terms of the Account or
               make or authorize withdrawals, subject, however to Section 4.1.5.



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          4.1.5In the event  Distributor  has failed to make timely payment into
               the Account  pursuant to Section  4.1.1,  the Company may, in its
               sole   discretion,   make  payment  directly  to  a  supplier  or
               manufacturer  and, upon  presentment  of  documentation  to Bank,
               satisfactory to Bank,  evidencing such payment,  Company shall be
               reimbursed  therefore from the Account.  If Distributor  fails to
               make a payment  into the Account to cover any payment made by the
               Company directly to the manufacturer  within five (5) days of the
               date Company  notifies  Distributor  in writing of its payment to
               the  manufacturer,  such  failure will be deemed a breach of this
               Agreement  and the Company may  immediately  and without  further
               notice  to  Distributor   terminate  the  Agreement  and  all  of
               Distributor's rights hereunder.

          4.1.6On or  before  the 10th of each  month  beginning  with  February
               2003,  Distributor  shall prepare and deliver to Company a report
               setting  forth  the  cost of all  Products  sold  by  Distributor
               pursuant to this Agreement during the immediately preceding month
               based on Company's cost for Products sold.

     4.2  Orders.  Distributor shall place orders for the Products (or any other
          item  purchased by  Distributor  from Company in connection  with this
          Agreement)  by  written  purchase  order,   signed  by  an  authorized
          representative of Distributor. Purchase orders may be mailed, e-mailed
          or faxed to the  manufacturer  or supplier with a copy provided in the
          same manner to Company.  No additional or different  terms in purchase
          orders that conflict with the terms of this Agreement shall be binding
          upon Company unless specifically agreed to in writing by an authorized
          Company  representative.  Any modifications or additions to previously
          received  purchase  orders  must be in writing and must be accepted in
          writing by Company.

     4.3  Shipment.  Distributor  shall  arrange for shipment  directly from the
          manufacturer or supplier and will negotiate all shipping  charges with
          the  manufacturer  or  supplier.  Product  will not be  shipped  to or
          received  by  Company.  Company  shall not be liable for any  shipping
          charges or Products damaged in shipping.

     4.4  Taxes.  Distributor shall be responsible for all property,  use, value
          added and other taxes, governmental duties or assessments, arising out
          of this  Agreement,  other  than taxes on  Company's  net  income.  If
          requested by Company,  Distributor  shall supply  Company with a valid
          resale or tax exemption certificate.

     4.5  Returns.   All  returns  shall  be  handled  by  Distributor  and  the
          manufacturers  or  suppliers.  Company  shall  have  no  liability  to
          Distributor with respect to non-conforming Product.

     4.6  Accounts Payable.  On or about December 31, 2002, Company will deliver
          to Distributor a schedule indicating all vendor accounts payable as of
          December  31,  2002,  with  their  respective  due  dates and terms of
          payment.  Such schedule shall be attached to this Agreement as Exhibit
          C.  Distributor  hereby assumes the Allison  Erwin,  CED, Inc. and RGI
          Marketing accounts and Company hereby assigns to Distributor
          those specific accounts  receivable listed in Exhibit B free and clear
          of all liens or  encumbrances;  provided that to the extent
          the total amount realized by Distributor from such accounts receivable
          exceeds  the  amount  due on the three  accounts  payable  assumed  by
          Distributor,  then  Distributor  shall  immediately pay such excess to
          Company.  Company will make all other payments listed on Exhibit C. To
          the extent Distributor receives a payment with respect to an
          account receivable assigned to Distributor, then Distributor is hereby
          authorized  to cash and deposit such payment to its credit  regardless
          of  such  payment  being  in  the  name  of  Company.  To  the  extent
          Distributor  receives a payment with respect to an account  receivable
          not  assigned  to  Distributor,  then  Distributor  shall  immediately
          forward  such  payment to Company.  To the extent  Company  receives a
          payment  with  respect  to any  account  receivable  not  retained  by


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          Company,  then  Company  shall  immediately  forward  such  payment to
          Distributor.  Distributor  will  obtain the  signature  of Tom Natale,
          President of RemoteMDx and SecureAlert  prior to cashing or depositing
          any checks made payable to the Company; provided, however, that if Mr.
          Natale is not  available,  then the  signature  of another  authorized
          officer  of the  Company  will be  accepted,  and  Company  agrees  to
          authorize its officers to sign checks as provided herein.  Distributor
          shall provide the Company with a monthly report in form  acceptable to
          the Company,  detailing all payments  received directly by Distributor
          with respect to the assigned  accounts  receivable  hereunder.  In the
          event  Distributor  becomes  aware of a vendor  claiming  payment  for
          obligations of Company incurred prior to January 1, 2003,  Distributor
          will give the Company written notice of the obligation. If the Company
          fails to pay when due any  obligation  identified on Exhibit C, or any
          valid  obligation  of which it  receives  notice from  Distributor  as
          provided in the preceding sentence, within five (5) business
          days of receipt of notice from Distributor,  then Distributor may make
          the required  payments  and offset the amounts  paid by retaining  the
          Company's markup payable under Section 4.1.2. All shipments  occurring
          on or after  January 2, 2003 shall be for  Distributor's  account  and
          Company hereby assigns to Distributor all purchase orders  outstanding
          as of December 31, 2002;  provided,  however,  that Distributor  shall
          issue to  Company a  purchase  order or  vendor's  statement  for such
          orders, which will be subject to the provisions of Section 4.1, above.

5.   Initial Fees and Other Consideration. In addition to the purchase terms set
     forth above,  Distributor  shall pay to Company,  in consideration  for the
     rights and licenses granted in this Agreement, the following fees and other
     consideration:

     5.1  Initial Fee. In consideration of the rights granted  Distributor under
          this Agreement,  and in settlement of certain  obligations owed by the
          Company under that certain Agreement and Plan of Merger dated July 31,
          2001 entered into with the former  SecureAlert  II, Inc.,  Distributor
          will  transfer  or  cause  to  be   transferred  to  the  Company  for
          cancellation,  400,000  shares  of  the  common  stock  of  RemoteMDx.
          Distributor and Company agree that Distributor will be responsible for
          any federal or state tax reporting  requirements  with respect to such
          transfer  and  Company  will not issue any forms 1099 with  respect to
          such transfer.

     5.2  Audit Rights.  Distributor  shall maintain  complete books and records
          regarding its operations,  including, without limitation, all sales of
          the Products  distributed  by  Distributor  and fees paid hereunder to
          Company,  for 5 years  from the time  period  to  which  such  records
          relate.  Company has the right,  at its expense,  to inspect and audit
          these  books  and  records   upon  five   business   days'  notice  to
          Distributor.   If  an  audit  shows  that  any  fees  were  underpaid,
          Distributor shall promptly pay the additional amount due plus interest
          as set forth above. If the  underpayment  was 5% or more of the total,
          Distributor shall pay the actual cost of the audit.

     5.3  Defective  Product.  Distributor  agrees coordinate and assist Company
          with respect to the return of defective products sold by Company.

     5.4  Purchase of Inventory. Distributor agrees to purchase from the Company
          the existing inventory listed on the attached Exhibit D free and clear
          of all liens or encumbrances at the cost and markup and on the payment
          terms  contained  on  said  exhibit.  Payment  shall  be in cash or by
          assumption and payment of the account payable for the inventory to the
          extent the Company has not fully paid the purchase price thereof.

6.   Noncompetition. So long as Distributor remains in compliance with the terms
     and  conditions  of this  Agreement,  neither  Company nor its  officers or
     directors shall,  during the term hereof and for a period of five (5) years


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     after the date of termination  (except where such termination is due to the
     default  or  breach  of  this  Agreement  by   Distributor),   directly  or
     indirectly,  (a)  engage,  without  the prior  express  written  consent of
     Distributor,   in  any  business  or  activity,  whether  as  an  employee,
     consultant, partner, member, principal, agent, representative,  stockholder
     or in any other individual, corporate or representative capacity, or render
     any  services or provide any advice to any  business,  activity,  person or
     entity, if such business,  activity, service, person or entity, directly or
     indirectly,  is engaged in  selling  any  Products  in the  Territory,  (b)
     meaningfully  assist, help or otherwise support,  without the prior express
     written  consent  of  Distributor,   any  person,  business,   corporation,
     partnership,   or  other  entity  or  activity,  whether  as  an  employee,
     consultant,  partner, principal, agent,  representative,  stockholder or in
     any other  individual,  corporate or  representative  capacity,  to create,
     commence  or  otherwise  initiate,  or to  develop,  enhance  or  otherwise
     further, any business or activity if such business or activity, directly or
     indirectly,  is engaged in selling  any  Products  in the  Territory.  This
     Section 6 shall survive the termination of this  Agreement,  subject to the
     terms  of  Section  7.4.  Notwithstanding  the  foregoing,  if  Distributor
     breaches this Agreement  without curing such breach in accordance  with the
     terms  hereof,  then if and to the extent that any employee or affiliate of
     Distributor   (including,    without   limitation,    its   president   and
     secretary-treasurer who execute this Agreement on the Distributor's behalf)
     enters into a covenant not to compete with  Distributor,  Company  shall be
     deemed a  third-party  beneficiary  of such covenant and said covenant will
     survive the termination of this Agreement.

7.                Term and Termination.

     7.1  Term.  The initial term of this  Agreement  begins upon the  Effective
          Date and shall continue for a period of one year, subject, however, to
          the  continuing  payment  obligations  that extend beyond such date as
          provided elsewhere herein.

     7.2  Termination  for Cause.  Either party may terminate  this Agreement if
          the other party  breaches any other  material  covenant or undertaking
          contained  herein,  and the  breach  is not cured  within  the 60 days
          following  written  notice  thereof  from the  other  party,  provided
          however, that to the extent another provision sets or otherwise limits
          the right to cure, such provision shall control any cure rights.

     7.3  Other.  This  Agreement  shall  terminate  automatically  and  without
          further notice to the other party in the event that either party shall
          make any  unauthorized  assignment for the benefit of creditors,  file
          any  petition  under  the   bankruptcy  or  insolvency   laws  of  any
          jurisdiction, have or suffer a receiver or trustee to be appointed for
          its  business  or  property,  or  be  adjudicated  a  bankrupt  or  an
          insolvent.

     7.4  Effect of  Termination.  Upon  termination  of this  Agreement for any
          reason both  parties  shall  return all  proprietary  information  and
          property  of the  other  party  in  their  possession  at the  date of
          termination.  Termination shall not affect Distributor's obligation to
          pay Company all amounts due as of the effective  date of  termination.
          Provisions  of  this  Agreement  expressly  intended  to  survive  the
          termination  hereof  shall not be affected by the  termination  of the
          Agreement  in  accordance   with  their  terms.  In  addition  to  the
          foregoing, if the Agreement is terminated in accordance with its terms
          for cause by the  Company,  Distributor  shall  immediately  cease and
          forever  discontinue  all  offer  and  sale  of  the  Products  in the
          Territory.  In the event  Distributor  terminates  this  Agreement  in
          accordance with its terms for cause,  then it may continue to sell the
          Products in the Territory free any  continuing  obligations to Company
          under this Agreement, subject to the provisions of this Section 7.4.

8.   Certain  Rights.  After the initial  12-month term hereof  Distributor  may
     approach  Philips  and  MemCorp to obtain  direct  distribution  rights for
     Magnavox-branded home security products.



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9.   Warranties; Indemnification; Limitations of Warranties and Damages.

     9.1  Representations,  Warranties and Covenants of Distributor. Distributor
          represents, warrants and covenants as follows:

          9.1.1Distributor  has the  right  to enter  into  this  Agreement  and
               perform in accordance with the terms of this Agreement,  and such
               actions  do not  violate  any  third  party  agreement  or  other
               obligation by which Distributor is bound.

          9.1.2The  Products   will  be  marketed,   distributed   and  sold  in
               compliance with all applicable  laws and  regulations  (including
               without limitation local labor laws).

     9.2  Representations,   Warranties   and  Covenants  of  Company.   Company
          represents, warrants and covenants as follows:

          9.2.1Company has the right to enter into this Agreement and perform in
               accordance with the terms of this Agreement,  and such actions do
               not violate  any third party  agreement  or other  obligation  by
               which Company is bound.

          9.2.2Company hereby assigns to  Distributor  any warranty  provided by
               the manufacturers or suppliers with respect to Products.  Company
               makes no other warranty to Distributor with respect to Products.

     9.3  Indemnification.  Each party agrees to indemnify,  defend and hold the
          other party harmless from and against any and all claims, liabilities,
          judgments,   costs,   damages  and  expenses   (including   reasonable
          attorneys' fees) arising out of any breach of such party's warranties,
          covenants and  representations in this Agreement,  and any act by such
          party in  violation  of this  Agreement.  With  respect  to any claims
          falling within the scope of this indemnification  obligation, (i) each
          party agrees to promptly  notify the other of any claim or lawsuit for
          which  it  believes  it  is  entitled  to  be  indemnified;   (b)  the
          indemnifying  party shall assume, at its sole expense,  the defense of
          such claim or lawsuit;  and (c) the party being indemnified shall have
          the right to  participate  in the defense of any such claim or lawsuit
          with separate counsel, at its sole expense.

     9.4  Limitation of Warranties and Damages. EXCEPT AS OTHERWISE SPECIFICALLY
          SET FORTH IN THIS AGREEMENT,  NEITHER PARTY MAKES ANY  REPRESENTATIONS
          OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO
          ITS  PRODUCTS,  COMPONENTS  OR  OTHER  MATERIALS,   INCLUDING  WITHOUT
          LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT
          AND FITNESS FOR A  PARTICULAR  PURPOSE.  IN NO EVENT SHALL  COMPANY OR
          DISTRIBUTOR  BE LIABLE FOR, AND EACH PARTY  COVENANTS NOT TO BRING ANY
          CLAIM FOR,  SPECIAL,  CONSEQUENTIAL  OR  INDIRECT  DAMAGES  (INCLUDING
          EXEMPLARY  OR  PUNITIVE  DAMAGES),  WHETHER OR NOT SUCH  DAMAGES  WERE
          FORESEEABLE.

10.      Miscellaneous.

     10.1 Entire  Agreement;  Amendment;  Waiver.  The  complete  and  exclusive
          statement  of the  agreement  between  the  parties  relating  to this
          subject shall  consist of this  Agreement.  For example,  any written,
          typed or  preprinted  terms  contained  on a purchase  order  shall be
          superseded  by the  terms  of  this  Agreement,  unless  both  parties
          specifically  agree in writing to the different  terms.  The waiver by
          either  party of any  default  or  breach  of this  Agreement,  or any


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          obligation  hereunder,  shall be  ineffective  unless in  writing.  No
          failure to  exercise  any right or power  under this  Agreement  or to
          insist on strict  compliance  by the other  party shall  constitute  a
          waiver of the right subsequently to exercise such right or power or to
          insist on strict compliance.  This Agreement may not be amended except
          by a written document signed by an authorized  representative  of both
          parties.

     10.2 Legal  Proceedings.  This Agreement shall be governed by and construed
          in accordance  with the laws of the state of Utah  (without  regard to
          conflicts of laws provisions).

     10.3 Mediation  and  Arbitration.  In the event of any  dispute  under this
          Agreement, the parties hereto desire to avoid litigation. Accordingly,
          the aggrieved party will give notice of the dispute to the other party
          and both  parties  will  attempt  to settle  the  dispute  during  the
          thirty-day  period  following  such notice.  If such  dispute  remains
          unsettled, the parties agree to then submit such dispute to mediation.
          If the parties cannot agree on a mediator, each will select a mediator
          and the two chosen  mediators  will select a third  mediator who shall
          alone hear the dispute. Such mediation will, if possible, be conducted
          during the sixty-day  period  following  expiration of the  thirty-day
          period.  If such mediation  fails to resolve the dispute,  the parties
          agree such dispute will be submitted to final and binding  arbitration
          in accordance with the rules of the American Arbitration  Association.
          Unless otherwise directed by the arbitrator,  such arbitration must be
          concluded  within one hundred  ninety (190) days of the  expiration of
          the  sixty-day  period  previously  specified  for  mediation.  If the
          parties  cannot  agree on a single  arbitrator,  each  will  select an
          arbitrator,  and  the  two  chosen  arbitrators  will  select  a third
          arbitrator  who shall  alone  decide the  dispute.  Any  mediation  or
          arbitration  conducted  hereunder will be conducted in Dallas,  Texas.
          The costs of mediation (including the mediator's fees and expenses and
          costs directly related to the conduct of the mediation,  but excluding
          each party's  direct costs for  transportation,  attorneys,  etc., for
          which each will be responsible) will be shared equally by the parties.

     10.4 Attorney  Fees  and  Other  Arbitration  Expenses.  If a party  hereto
          resorts  to  arbitration  to  remedy a breach of this  Agreement,  the
          prevailing party in the arbitration, in addition to any other remedies
          available under this Agreement or by law, may collect all or a portion
          of its  reasonable  attorney  fees and  other  costs and  expenses  of
          arbitration  at the discretion of the  arbitrator,  who shall consider
          both the  reasonableness  of the attorney fees and other costs and the
          relative  merits of each  party's  position.  It is the  intent of the
          parties hereto to avoid  arbitration  without  preventing a party from
          seeking redress for a valid dispute.  To that end, the parties express
          their intent and agreement that  unreasonable  attorney fees and costs
          not be awarded,  and that all or a portion of reasonable attorney fees
          and  costs be  awarded  when in the  arbitrator's  opinion  the  party
          against whom such fees and costs are awarded has maintained  positions
          which have significantly less merit compared to the prevailing party's
          positions.  Further,  it is all parties' intent that any party seeking
          redress  through  litigation  despite  the fact  that  arbitration  is
          required  by this  Agreement  shall not be  entitled  to  recover  any
          attorney  fees or  costs  for  such  litigation  or in any  subsequent
          arbitration,   regardless  of  the  outcome  of  such   litigation  or
          subsequent arbitration.

     10.5 Force Majeure.  Neither party shall be liable for any failure or delay
          in  performing  hereunder,  if such  failure  or  delay is due to war,
          strike, government requirements,  acts of nature, acts or omissions of
          carriers,  or other cause(s) beyond its reasonable control;  provided,
          however,  that if a party's  performance of any material obligation is
          reasonably  expected to be delayed more than six (6) months due to any
          such cause,  the other party may terminate  this Agreement upon thirty
          (30) days' prior written notice.

     10.6 Severability.  If any  provision  of  this  Agreement  is  held  to be
          invalid,  illegal or unenforceable by a court, authority or arbitrator
          of competent  jurisdiction,  such provision  shall be modified by such
          court, authority or arbitrator to the minimum extent necessary to make


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          it  valid,  legal  and  enforceable.  If the  provision  cannot  be so
          modified,  it  shall  be  severed  and all  other  provisions  of this
          Agreement  shall  remain in full force and effect.  If a provision  is
          held  illegal,  invalid or  unenforceable,  the parties  also agree to
          negotiate reasonably and in good faith to modify this Agreement with a
          new provision that approximates the intent and purpose of the original
          provision  as  closely  as   possible,   without   being   illegal  or
          unenforceable.

     10.7 Notice.  All notices between the parties shall be in writing and shall
          be  sent by  certified  or  registered  mail  or  commercial  delivery
          service,  with provisions for a receipt,  or by an e-mail or facsimile
          (confirmed in writing  thereafter),  to the address of the other party
          listed  above (or to such other  address as a party may furnish to the
          other in writing).

     10.8 Assignment;  Binding Effect.  Distributor may not sublicense or assign
          its rights or delegate its duties or obligations  under this Agreement
          (excepting  the  limited   rights   permitted  to  be  sublicensed  to
          Distributor's  dealers)  without  prior  written  consent of  Company.
          Company agrees to not unreasonably withhold its consent to a requested
          assignment  of  this   Agreement,   provided  that  the  proposed  new
          Distributor  is  not a  competitor  of  Company  and  meets  Company's
          reasonable  requirements  with  respect to  financial  capability  and
          stability,  experience,  business skills, and the like. This Agreement
          is binding  upon and inures to the  benefit of the  parties  and their
          respective successors, representatives and permitted assigns.

     10.9 No  Agency,  Franchise,   Partnership  or  Other  Relationship.   This
          Agreement    shall   not   be   construed   to   create   an   agency,
          employer/employee  relationship,  franchisor/franchisee  relationship,
          joint venture relationship or partnership between the parties. Neither
          party has the  authority to bind the other,  to incur any liability or
          otherwise  act on behalf of the other,  or to direct the  employees of
          the  other.   The  parties   expressly  agree  that  no  franchise  or
          partnership  laws are intended to or shall apply to this  Agreement or
          to the relationship of the parties.

                            [Signature Page Follows]


                                       8
<PAGE>



         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date specified above.



RemoteMDx, Inc.                           SECUREALERT ENTERTAINMENT, LLC


By:______________________________________ By:_________________________________
Title:___________________________________ Title: President

Date:____________________________________ Date:_______________________________

                                          Attest:


                                          By:
                                             ---------------------------------
                                             Title: Secretary-Treasurer
SecureAlert, Inc.


By:
   --------------------------------------------------
Title:
      -----------------------------------------------

Date:
     ------------------------------------------------





                                       9
<PAGE>


                                    EXHIBIT A
                               Permitted Customers
                           Comprising the "Territory"

Oakwood
Fleetwood
Champion
Palm Harbor
Style Crest
Clayton
Cavalier


                                       10
<PAGE>


                                    EXHIBIT B
                         Assets Assigned to Distributor





                                       11
<PAGE>


                                    EXHIBIT C
                             Form of Assignment and
                          Schedule of Accounts Payable






                                       12
<PAGE>


                                    EXHIBIT D
                   List of Inventory Purchased By Distributor