Exhibit 4.01
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                                REMOTE MDX, INC.
                        2006 EQUITY INCENTIVE AWARD PLAN

                                   ARTICE 1

                                    PUPOSE

         The purposes of the RemoteMDx, Inc., 2006 Equity Incentive Award Plan
(the "Plan") are to:

         (1)  Closely associate the interests of management, employees,
              directors and consultants of RemoteMDx, Inc., a Utah corporation
              (the "Company"), with the shareholders of the Company by
              reinforcing the relationship between participants' rewards and
              shareholder gains;

         (2)  Provide management and employees with an equity ownership in the
              Company commensurate with Company performance, as reflected in
              increased shareholder value;

         (3)  Maintain competitive compensation levels; and

         (4)  Provide an incentive to management and employees to remain in
              continuing employment with the Company and to put forth maximum
              efforts for the success of its business.

         The Plan is further intended to provide flexibility to the Company in
its ability to motivate, attract, and retain the services of members of the
Board, Employees and Consultants upon whose judgment, interest, and special
effort the successful conduct of the Company's operation is largely dependent.

                                   ARTICLE 2

                          DEFINITIONS AND CONSTRUCTION

         Wherever the following terms are used in the Plan they shall have the
meanings specified below, unless the context clearly indicates otherwise. The
singular pronoun shall include the plural where the context so indicates.

         2.1 "Award" means an Option, a Restricted Stock award, a Stock
Appreciation Right award, a Performance Share award, a Performance Unit award, a
Dividend Equivalents award, a Stock Payment award, a Deferred Stock award, a
Restricted Stock Unit award, an Other Stock-Based Award, or a Performance-Based
Award granted to a Participant pursuant to the Plan.

         2.2 "Award Agreement" means any written agreement, contract, or other
instrument or document evidencing an Award.

         2.3 "Board" means the Board of Directors of the Company.
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         2.4 "Change in Control" means the occurrence of any of the following in
one or a series of related transactions: (i) an acquisition after the date
hereof by an individual or legal entity or "group" (as described in Rule
13d-5(b)(1) under the Exchange Act) of more than thirty percent (30%) of the
voting rights or equity interests in the Company; (ii) a replacement, during a
24-month period, of more than one-half of the members of the Board that is not
approved by those individuals who are members of the Board on the date hereof
(or other directors previously approved by such individuals); (iii) consummation
of a merger or consolidation of the Company or any Subsidiary or a sale of more
than one-half of the assets of the Company in one or a series of related
transactions, unless following such transaction or series of transactions, the
holders of the Company's securities prior to the first such transaction continue
to hold at least one-half of the voting rights and equity interests of the
surviving entity or acquirer of such assets; (iv) a recapitalization,
reorganization or other transaction involving the Company or any Subsidiary that
constitutes or results in a transfer of more than one-half of the voting rights
or equity interests in the Company; or (v) consummation of a "Rule 13e-3
transaction" as defined in Rule 13e-3 under the Exchange Act with respect to the
Company.

         2.5 "Code" means the Internal Revenue Code of 1986, as amended.

         2.6 "Committee" means the committee of the Board described in Article
12.

         2.7 "Consultant" means any consultant or adviser if:

              (a) The consultant or adviser renders bona fide services to the
Company;

              (b) The services rendered by the consultant or adviser are not in
connection with the offer or sale of securities in a capital-raising transaction
and do not directly or indirectly promote or maintain a market for the Company's
securities; and

              (c) The consultant or adviser is a natural person who has
contracted directly with the Company to render such services.

         2.8 "Covered Employee" means an Employee who is, or may be, as
determined by the Committee, a "covered employee" within the meaning of Section
162(m) of the Code.

         2.9 "Deferred Stock" means a right to receive a specified number of
shares of Stock during specified time periods pursuant to Article 8.

         2.10 "Disability" means that the Participant qualifies to receive
long-term disability payments under the Company's long-term disability insurance
program, as it may be amended from time to time.

         2.11 "Dividend Equivalents" means a right granted to a Participant
pursuant to Article 8 to receive the equivalent value (in cash or Stock) of
dividends paid on Stock.

         2.12 "Effective Date" shall have the meaning set forth in Section 13.1.

         2.13 "Eligible Individual" means any person who is an Employee, a
Consultant or a member of the Board, as determined by the Committee.

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         2.14 "Employee" means any officer or other employee (as defined in
accordance with Section 3401(c) of the Code) of the Company or any Subsidiary.

         2.15 "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

         2.16 "Fair Market Value" means, as of any given date, the fair market
value of a share of Stock on the date determined by such methods or procedures
as may be established from time to time by the Committee. Unless otherwise
determined by the Committee, the Fair Market Value of a share of Stock as of any
date shall be (i) the mean between the highest and lowest selling price of a
share of Common Stock on the principal exchange on which shares of Common Stock
are then trading, if any, on such date, or if shares were not traded on such
date, then on the closest preceding date on which a trade occurred; or (ii) if
Common Stock is not traded on an exchange, the mean between the closing
representative bid and asked prices for the Common Stock on such date as
reported by NASDAQ or, if NASDAQ is not then in existence, by its successor
quotation system; or (iii) if Common Stock is not publicly traded, the Fair
Market Value of a share of Common Stock as established by the Committee acting
in good faith.

         2.17 "Incentive Stock Option" means an Option that is intended to meet
the requirements of Section 422 of the Code or any successor provision thereto.

         2.18 "Independent Director" means a member of the Board who is not an
Employee of the Company.

         2.19 "Non-Employee Director" means a member of the Board who qualifies
as a "Non-Employee Director" as defined in Rule 16b-3(b)(3) of the Exchange Act,
or any successor definition adopted by the Board.

         2.20 "Non-Qualified Stock Option" means an Option that is not intended
to be an Incentive Stock Option.

         2.21 "Option" means a right granted to a Participant pursuant to
Article 5 of the Plan to purchase a specified number of shares of Stock at a
specified price during specified time periods. An Option may be either an
Incentive Stock Option or a Non-Qualified Stock Option.

         2.22 "Other Stock-Based Award" means an Award granted or denominated in
Stock or units of Stock pursuant to Section 8.7 of the Plan.

         2.23 "Participant" means any Eligible Individual who, as a member of
the Board or Employee or Consultant, has been granted an Award pursuant to the
Plan.

         2.24 "Performance-Based Award" means an Award granted to selected
Covered Employees pursuant to Articles 6 and 8, but which is subject to the
terms and conditions set forth in Article 9. All Performance-Based Awards are
intended to qualify as Qualified Performance-Based Compensation.

         2.25 "Performance Criteria" means the criteria that the Committee
selects for purposes of establishing the Performance Goal or Performance Goals
for a Participant for a Performance Period. The Performance Criteria that will
be used to establish Performance Goals are limited to the following: net
earnings (either before or after interest, taxes, depreciation and
amortization), economic value-added (as determined by the Committee), sales or
revenue, net income (either before or after taxes), operating earnings, cash
flow (including, but not limited to, operating cash flow and free cash flow),

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cash flow return on capital, return on net assets, return on stockholders'
equity, return on assets, return on capital, stockholder returns, return on
sales, gross or net profit margin, productivity, expense, margins, operating
efficiency, customer satisfaction, working capital, earnings per share, price
per share of Stock, and market share, any of which may be measured either in
absolute terms or as compared to any incremental increase or as compared to
results of a peer group. The Committee shall, within the time prescribed by
Section 162(m) of the Code, define in an objective fashion the manner of
calculating the Performance Criteria it selects to use for such Performance
Period for such Participant.

         2.26 "Performance Goals" means, for a Performance Period, the goals
established in writing by the Committee for the Performance Period based upon
the Performance Criteria. Depending on the Performance Criteria used to
establish such Performance Goals, the Performance Goals may be expressed in
terms of overall Company performance or the performance of a division, business
unit, or an individual. The Committee, in its discretion, may, adjust or modify
the calculation of Performance Goals for such Performance Period in order to
prevent the dilution or enlargement of the rights of Participants (a) in the
event of, or in anticipation of, any unusual or extraordinary corporate item,
transaction, event, or development, or (b) in recognition of, or in anticipation
of, any other unusual or nonrecurring events affecting the Company, or the
financial statements of the Company, or in response to, or in anticipation of,
changes in applicable laws, regulations, accounting principles, or business
conditions.

         2.27 "Performance Period" means the one or more periods of time, which
may be of varying and overlapping durations, as the Committee may select, over
which the attainment of one or more Performance Goals will be measured for the
purpose of determining a Participant's right to, and the payment of, a
Performance-Based Award.

         2.28 "Performance Share" means a right granted to a Participant
pursuant to Article 8, to receive Stock, the payment of which is contingent upon
achieving certain Performance Goals or other performance-based targets
established by the Committee.

         2.29 "Performance Unit" means a right granted to a Participant pursuant
to Article 8, to receive units of value, including dollar value of shares of
Stock, the payment of which is contingent upon achieving certain Performance
Goals or other performance-based targets established by the Committee.

         2.30 "Plan" means this RemoteMDx, Inc., 2006 Equity Incentive Award
Plan, as it may be amended from time to time.

         2.31 "Qualified Performance-Based Compensation" means any compensation
that is intended to qualify as "qualified performance-based compensation" as
described in Section 162(m)(4)(C) of the Code.

         2.32 "Restricted Stock" means Stock awarded to a Participant pursuant
to Article 6 that is subject to certain restrictions and may be subject to risk
of forfeiture.

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         2.33 "Restricted Stock Unit" means an Award granted pursuant to Section
8.6.

         2.34 "Section 409A Award" shall have the meaning set forth in Section
15.1.

         2.35 "Securities Act" shall mean the Securities Act of 1933, as
amended.

         2.36 "Stock" means the common stock of the Company, par value $.001 per
share, and such other securities of the Company that may be substituted for
Stock pursuant to Article 11.

         2.37 "Stock Appreciation Right" or "SAR" means a right granted pursuant
to Article 7 to receive a payment equal to the excess of the Fair Market Value
of a specified number of shares of Stock on the date the SAR is exercised over
the Fair Market Value on the date the SAR was granted as set forth in the
applicable Award Agreement.

         2.38 "Stock Payment" means (a) a payment in the form of shares of
Stock, or (b) an option or other right to purchase shares of Stock, as part of
any bonus, deferred compensation or other arrangement, made in lieu of all or
any portion of the compensation, granted pursuant to Article 8.

         2.39 "Subsidiary" means any "subsidiary corporation" as defined in
Section 424(f) of the Code and any applicable regulations promulgated thereunder
or any other entity of which a majority of the outstanding voting stock or
voting power is beneficially owned directly or indirectly by the Company.

                                   ARTICLE 3

                           SHARES SUBJECT TO THE PLAN

         3.1 Number of Shares.

              (a) Subject to Article 11 and Section 3.1(b), the aggregate number
of shares of Stock which may be issued, transferred or reserved for issuance
pursuant to Awards under the Plan shall be ten million (10,000,000) shares. In
order that the applicable regulations under the Code relating to Incentive Stock
Options be satisfied, the maximum number of shares of Stock that may be
delivered upon exercise of Incentive Stock Options shall be the number specified
in this Section 3.1(a). Shares of stock that may be issued upon exercise of
Options under the Plan shall be authorized and unissued shares of Common Stock,
par value $.001 per share, of the Company ("Common Stock"). In the absence of an
effective registration statement under the Securities Act of 1933 (the "Act"),
all Options granted and shares of Common Stock subject to their exercise will be
restricted as to subsequent resale or transfer, pursuant to the provisions of
Rule 144, promulgated under the Act.

              (b) To the extent that an Award terminates, expires, or lapses for
any reason, any shares of Stock subject to the Award shall again be available
for the grant of an Award pursuant to the Plan. Additionally, any shares of
Stock tendered or withheld to satisfy the grant or exercise price or tax
withholding obligation pursuant to any Award shall again be available for the
grant of an Award pursuant to the Plan. To the extent permitted by applicable

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law or any exchange rule, shares of Stock issued in assumption of, or in
substitution for, any outstanding awards of any entity acquired in any form of
combination by the Company or any Subsidiary shall not be counted against shares
of Stock available for grant pursuant to this Plan. The payment of Dividend
Equivalents in conjunction with any outstanding Awards shall not be counted
against the shares available for issuance under the Plan.

         3.2 Stock Distributed. Any Stock distributed pursuant to an Award may
consist, in whole or in part, of authorized and unissued Stock, treasury Stock
or Stock purchased on the open market.

         3.3 Limitation on Number of Shares Subject to Awards. Notwithstanding
any provision in the Plan to the contrary, and subject to Article 11, (a) the
maximum number of shares of Stock with respect to one or more Awards that may be
granted to any one Participant during a one-year period (measured from the date
of any grant) shall be 1,000,000, and (b) the maximum dollar value payable to
any one Participant during a one-year period with respect to awards of
Performance Units shall be $500,000.

                                   ARTICLE 4

                          ELIGIBILITY AND PARTICIPATION

         4.1 Eligibility. Each Eligible Individual shall be eligible to be
granted one or more Awards pursuant to the Plan.

         4.2 Participation. Subject to the provisions of the Plan, the Committee
may, from time to time, select from among all Eligible Individuals, those to
whom Awards shall be granted and shall determine the nature and amount of each
Award. No Eligible Individual shall have any right to be granted an Award
pursuant to this Plan.

         4.3 Foreign Participants. In order to assure the viability of Awards
granted to Participants employed in foreign countries, the Committee may provide
for such special terms as it may consider necessary or appropriate to
accommodate differences in local law, tax policy, or custom. Moreover, the
Committee may approve such supplements to, or amendments, restatements, or
alternative versions of, the Plan as it may consider necessary or appropriate
for such purposes without thereby affecting the terms of the Plan as in effect
for any other purpose; provided, however, that no such supplements, amendments,
restatements, or alternative versions shall increase the share limitations
contained in Sections 3.1 and 3.3 [see comment above regarding Section 3.3] of
the Plan.

                                   ARTICLE 5

                                  STOCK OPTIONS

         5.1 General. The Committee is authorized to grant Options to
Participants on the following terms and conditions:

              (a) Exercise Price. The exercise price per share of Stock subject
to an Option shall be not less than 100% of the Fair Market Value of a share of
Stock on the date of the grant.

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              (b) Time and Conditions of Exercise. Each Option shall be fully
exercisable at any time within the period beginning not earlier than six months
after the date of the option grant and ending not later than ten years after the
date of such grant (the "Option Term"), unless the Committee specifies
otherwise. In no event, however, shall the Option Term extend beyond ten years
after the date of the grant. No Option shall be exercisable after the expiration
of the Option Term. The Committee shall also determine the performance or other
conditions, if any, that must be satisfied before all or part of an Option may
be exercised.

              (c) Payment The Committee shall determine the methods by which the
exercise price of an Option may be paid, the form of payment, including, without
limitation: (i) cash, (ii) promissory note bearing interest at no less than such
rate as shall preclude the imputation of interest under the Code, (iii) shares
of Stock having a Fair Market Value on the date of delivery equal to the
aggregate exercise price of the Option or exercised portion thereof, or (iv)
other property acceptable to the Committee (including through the delivery of a
notice that the Participant has placed a market sell order with a broker with
respect to shares of Stock then issuable upon exercise of the Option, and that
the broker has been directed to pay a sufficient portion of the net proceeds of
the sale to the Company in satisfaction of the Option exercise price; provided
that payment of such proceeds is then made to the Company upon settlement of
such sale), and the methods by which shares of Stock shall be delivered or
deemed to be delivered to Participants. Notwithstanding any other provision of
the Plan to the contrary, no Participant who is a member of the Board or an
"executive officer" of the Company within the meaning of Section 13(k) of the
Exchange Act shall be permitted to pay the exercise price of an Option by means
of a personal loan or other credit extended by the Company or in any other
method which would violate Section 13(k) of the Exchange Act.

              (d) Evidence of Grant. All Options shall be evidenced by a written
Award Agreement between the Company and the Participant. The Award Agreement
shall include the number of shares of Common Stock subject to the Option, the
exercise date, the Option Term, and such additional provisions as may be
specified by the Committee.

         5.2 Incentive Stock Options. The terms of any Incentive Stock Options
granted pursuant to the Plan must comply with the conditions and limitations
contained Section 13.2 and this Section 5.2.

              (a) Eligibility. The Committee may grant one or more Incentive
Stock Options to employees of the Company or any "subsidiary corporation"
thereof (within the meaning of Section 424(f) of the Code and the applicable
regulations promulgated thereunder). The date an Incentive Stock Option is
granted shall mean the date selected by the Committee as of which the Committee
shall allot a specific number of shares to a participant pursuant to the Plan.

              (b) Individual Dollar Limitation. The aggregate Fair Market Value
(determined as of the time the Option is granted) of all shares of Stock with
respect to which Incentive Stock Options are first exercisable by a Participant
in any calendar year may not exceed $100,000 or such other limitation as imposed
by Section 422(d) of the Code, or any successor provision. Multiple Incentive
Stock Options may be granted to an Optionee in any calendar year.

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              (c) Ten Percent Owners. The Committee may determine to grant an
Incentive Stock Option to an employee who is also an individual who owns, at the
date of grant, directly or indirectly according to the stock ownership
attribution rules of Section 424(d) of the Code, stock possessing more than ten
percent of the total combined voting power of all classes of Stock of the
Company. However, the exercise price of such Option granted shall not be less
than 110% of Fair Market Value on the date of grant. Furthermore, the Option may
be exercisable for no more than five years from the date of grant.

              (d) Notice of Disposition. The Participant shall give the Company
prompt notice of any disposition of shares of Stock acquired by exercise of an
Incentive Stock Option within (i) two years from the date of grant of such
Incentive Stock Option or (ii) one year after the transfer of such shares of
Stock to the Participant. In order to obtain the favorable tax treatment
available for Incentive Stock Options under Section 422 of the Code, the
Optionee is prohibited from the sale, exchange, transfer, pledge, hypothecation,
gift or other disposition of the shares of Common Stock underlying the Incentive
Stock Options until the later of either two (2) years after the date of grant of
the Incentive Stock Option, or one (1) year after the transfer to the Optionee
of such underlying Common Stock after the Optionee's exercise of such Incentive
Stock Option. Should Optionee choose to make a premature disposition of such
underlying Common Stock contrary to such restrictions, the Options related to
such Common Stock shall be treated as Non-qualified Stock Options pursuant to
the terms of the Plan.

              (e) Right to Exercise. During a Participant's lifetime, an
Incentive Stock Option may be exercised only by the Participant.

         5.3 Substitution of Stock Appreciation Rights. The Committee may
provide in the Award Agreement evidencing the grant of an Option that the
Committee, in its sole discretion, shall have the right to substitute a Stock
Appreciation Right for such Option at any time prior to or upon exercise of such
Option, subject to the provisions of Section 7.2 hereof; provided that such
Stock Appreciation Right shall be exercisable with respect to the same number of
shares of Stock for which such substituted Option would have been exercisable.

         5.4 Paperless Exercise. In the event that the Company establishes, for
itself or using the services of a third party, an automated system for the
exercise of Options, such as a system using an internet website or interactive
voice response, then the paperless exercise of Options by a Participant may be
permitted through the use of such an automated system.

         5.5 Granting of Options to Independent Directors. The Board may from
time to time, in its sole discretion, and subject to the limitations of the
Plan:

              (a) Select from among the Independent Directors (including
Independent Directors who have previously been granted Options under the Plan)
such of them as in its opinion should be granted Options;

              (b) Subject to Section 3.3, determine the number of shares of
Stock that may be purchased upon exercise of the Options granted to such
selected Independent Directors; and

              (c) Subject to the provisions of this Article 5, determine the
terms and conditions of such Options, consistent with the Plan.

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Options granted to Independent Directors shall be Non-Qualified Stock Options.

                                   ARTICLE 6

                             RESTRICTED STOCK AWARDS

         6.1 Grant of Restricted Stock. The Committee is authorized to make
Awards of Restricted Stock to any Participant selected by the Committee in such
amounts and subject to such terms and conditions as determined by the Committee.
All Awards of Restricted Stock shall be evidenced by a written Restricted Stock
Award Agreement.

         6.2 Issuance and Restrictions. Restricted Stock shall be subject to
such restrictions on transferability and other restrictions as the Committee may
impose (including, without limitation, limitations on the right to vote
Restricted Stock or the right to receive dividends on the Restricted Stock).
These restrictions may lapse separately or in combination at such times,
pursuant to such circumstances, in such installments, or otherwise, as the
Committee determines at the time of the grant of the Award or thereafter.

         6.3 Forfeiture. Except as otherwise determined by the Committee at the
time of the grant of the Award or thereafter, upon termination of employment or
service during the applicable restriction period, Restricted Stock that is at
that time subject to restrictions shall be forfeited; provided, however, that
the Committee may (a) provide in any Restricted Stock Award Agreement that
restrictions or forfeiture conditions relating to Restricted Stock will be
waived in whole or in part in the event of terminations resulting from specified
causes, and (b) in other cases waive in whole or in part restrictions or
forfeiture conditions relating to Restricted Stock.

         6.4 Certificates for Restricted Stock. Restricted Stock granted
pursuant to the Plan may be evidenced in such manner as the Committee shall
determine. If certificates representing shares of Restricted Stock are
registered in the name of the Participant, certificates must bear an appropriate
legend referring to the terms, conditions, and restrictions applicable to such
Restricted Stock, and the Company may, at its discretion, retain physical
possession of the certificate until such time as all applicable restrictions
lapse.

                                   ARTICLE 7

                            STOCK APPRECIATION RIGHTS

         7.1 Grant of Stock Appreciation Rights. A Stock Appreciation Right may
be granted to any Participant selected by the Committee. A Stock Appreciation
Right may be granted (a) in connection and simultaneously with the grant of an
Option, (b) with respect to a previously granted Option, or (c) independent of
an Option. A Stock Appreciation Right shall be subject to such terms and
conditions not inconsistent with the Plan as the Committee shall impose and
shall be evidenced by an Award Agreement.

         7.2 Coupled Stock Appreciation Rights.

              (a) A Coupled Stock Appreciation Right ("CSAR") shall be related
to a particular Option and shall be exercisable only when and to the extent the
related Option is exercisable, provided, however, that the exercise price for

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any CSAR shall not be less than 100% of the Fair Market Value on the date of
grant; and provided, further, that, the Committee in its sole and absolute
discretion may provide that the CSAR may be exercised subsequent to a
termination of employment or service, as applicable, or following a Change in
Control of the Company, or because of the Participant's retirement, death or
disability, or otherwise.

              (b) A CSAR may be granted to a Participant for no more than the
number of shares subject to the simultaneously or previously granted Option to
which it is coupled.

              (c) A CSAR shall entitle the Participant (or other person entitled
to exercise the Option pursuant to the Plan) to surrender to the Company the
unexercised portion of the Option to which the CSAR relates (to the extent then
exercisable pursuant to its terms) and to receive from the Company in exchange
therefor an amount determined by multiplying the difference obtained by
subtracting the Option exercise price from the Fair Market Value of a share of
Stock on the date of exercise of the CSAR by the number of shares of Stock with
respect to which the CSAR shall have been exercised, subject to any limitations
the Committee may impose.

         7.3 Independent Stock Appreciation Rights.

              (a) An Independent Stock Appreciation Right ("ISAR") shall be
unrelated to any Option and shall have a term set by the Committee. An ISAR
shall be exercisable in such installments as the Committee may determine. An
ISAR shall cover such number of shares of Stock as the Committee may determine.
The exercise price per share of Stock subject to each ISAR shall be set by the
Committee; provided, however, that the exercise price for any ISAR shall not be
less than 100% of the Fair Market Value on the date of grant; and provided,
further, that, the Committee in its sole and absolute discretion may provide
that the ISAR may be exercised subsequent to a termination of employment or
service, as applicable, or following a Change in Control of the Company, or
because of the Participant's retirement, death or disability, or otherwise.

              (b) An ISAR shall entitle the Participant (or other person
entitled to exercise the ISAR pursuant to the Plan) to exercise all or a
specified portion of the ISAR (to the extent then exercisable pursuant to its
terms) and to receive from the Company an amount determined by multiplying the
difference obtained by subtracting the exercise price per share of the ISAR from
the Fair Market Value of a share of Stock on the date of exercise of the ISAR by
the number of shares of Stock with respect to which the ISAR shall have been
exercised, subject to any limitations the Committee may impose.

         7.4 Payment and Limitations on Exercise.

              (a) Subject to Section 7.4(b) and (c), payment of the amounts
determined under Sections 7.2(c) and 7.3(b) above shall be in cash, in Stock
(based on its Fair Market Value as of the date the Stock Appreciation Right is
exercised) or a combination of both, as determined by the Committee.

              (b) To the extent payment for a Stock Appreciation Right is to be
made in cash, the Award Agreement shall, to the extent necessary to comply with
the requirements of Section 409A of the Code, specify the date of payment, which

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may be different than the date of exercise of the Stock Appreciation Right. If
the date of payment for a Stock Appreciation Right is later than the date of
exercise, the Award Agreement may specify that the Participant be entitled to
earnings on such amount until paid.

              (c) To the extent any payment under Section 7.2(c) or 7.3(b) is
effected in Stock it shall be made subject to satisfaction of any applicable
provisions of Article 5 above pertaining to Options.

                                   ARTICLE 8

                              OTHER TYPES OF AWARDS

         8.1 Performance Share Awards. Any Participant selected by the Committee
may be granted one or more Performance Share awards which shall be denominated
in a number of shares of Stock and which may be linked to any one or more of the
Performance Criteria or other specific performance criteria determined
appropriate by the Committee, in each case on a specified date or dates or over
any period or periods determined by the Committee. In making such
determinations, the Committee shall consider (among such other factors as it
deems relevant in light of the specific type of award) the contributions,
responsibilities and other compensation of the particular Participant.

         8.2 Performance Units. Any Participant selected by the Committee may be
granted one or more Performance Unit awards which shall be denominated in units
of value, including dollar value of shares of Stock, and which may be linked to
any one or more of the Performance Criteria or other specific performance
criteria determined appropriate by the Committee, in each case on a specified
date or dates or over any period or periods determined by the Committee. In
making such determinations, the Committee shall consider (among such other
factors as it deems relevant in light of the specific type of award) the
contributions, responsibilities and other compensation of the particular
Participant.

         8.3 Dividend Equivalents.

              (a) Any Participant selected by the Committee may be granted
Dividend Equivalents based on the dividends declared on the shares of Stock that
are subject to any Award, to be credited as of dividend payment dates, during
the period between the date the Award is granted and the date the Award is
exercised, vests or expires, as determined by the Committee. Such Dividend
Equivalents shall be converted to cash or additional shares of Stock by such
formula and at such time and subject to such limitations as may be determined by
the Committee. Note that paying dividend equivalents on exercise of Options or
SARs may result in the treatment of the Option or SAR as deferred compensation
under IRC 409A.

              (b) Dividend Equivalents granted with respect to Options or SARs
that are intended to be Qualified Performance-Based Compensation shall be
payable, with respect to pre-exercise periods, regardless of whether such Option
or SAR is subsequently exercised.

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         8.4 Stock Payments. Any Participant selected by the Committee may
receive Stock Payments in the manner determined from time to time by the
Committee. The number of shares shall be determined by the Committee and may be
based upon the Performance Criteria or other specific performance criteria
determined appropriate by the Committee, determined on the date such Stock
Payment is made or on any date thereafter.

         8.5 Deferred Stock. Any Participant selected by the Committee may be
granted an award of Deferred Stock in the manner determined from time to time by
the Committee. The number of shares of Deferred Stock shall be determined by the
Committee and may be linked to the Performance Criteria or other specific
performance criteria determined to be appropriate by the Committee, in each case
on a specified date or dates or over any period or periods determined by the
Committee. Stock underlying a Deferred Stock award will not be issued until the
Deferred Stock award has vested, pursuant to a vesting schedule or performance
criteria set by the Committee. Unless otherwise provided by the Committee, a
Participant awarded Deferred Stock shall have no rights as a Company stockholder
with respect to such Deferred Stock until such time as the Deferred Stock Award
has vested and the Stock underlying the Deferred Stock Award has been issued.

         8.6 Restricted Stock Units. The Committee is authorized to make Awards
of Restricted Stock Units to any Participant selected by the Committee in such
amounts and subject to such terms and conditions as determined by the Committee.
At the time of grant, the Committee shall specify the date or dates on which the
Restricted Stock Units shall become fully vested and nonforfeitable, and may
specify such conditions to vesting as it deems appropriate. At the time of
grant, the Committee shall specify the maturity date applicable to each grant of
Restricted Stock Units which shall be no earlier than the vesting date or dates
of the Award and may be determined at the election of the grantee. On the
maturity date, the Company shall, subject to Section 10.5(b), transfer to the
Participant one unrestricted, fully transferable share of Stock for each
Restricted Stock Unit scheduled to be paid out on such date and not previously
forfeited. The Committee shall specify the purchase price, if any, to be paid by
the grantee to the Company for such shares of Stock.

         8.7 Other Stock-Based Awards. Any Participant selected by the Committee
may be granted one or more Awards that provide Participants with shares of Stock
or the right to purchase shares of Stock or that have a value derived from the
value of, or an exercise or conversion privilege at a price related to, or that
are otherwise payable in shares of Stock and which may be linked to any one or
more of the Performance Criteria or other specific performance criteria
determined appropriate by the Committee, in each case on a specified date or
dates or over any period or periods determined by the Committee. In making such
determinations, the Committee shall consider (among such other factors as it
deems relevant in light of the specific type of Award) the contributions,
responsibilities and other compensation of the particular Participant.

         8.8 Term. Except as otherwise provided herein, the term of any Award of
Performance Shares, Performance Units, Dividend Equivalents, Stock Payments,
Deferred Stock, Restricted Stock Units or Other Stock-Based Award shall be set
by the Committee in its discretion.

                                       12
<PAGE>

         8.9 Exercise or Purchase Price. The Committee may establish the
exercise or purchase price, if any, of any Award of Performance Shares,
Performance Units, Deferred Stock, Stock Payments, Restricted Stock Units or
Other Stock-Based Award; provided, however, that such price shall not be less
than the par value of a share of Stock on the date of grant, unless otherwise
permitted by applicable state law.

         8.10 Exercise Upon Termination of Employment or Service. An Award of
Performance Shares, Performance Units, Dividend Equivalents, Deferred Stock,
Stock Payments, Restricted Stock Units and Other Stock-Based Award shall only be
exercisable or payable while the Participant is an Employee, a Consultant, or a
member of the Board, as applicable; provided, however, that the Committee in its
sole and absolute discretion may provide that an Award of Performance Shares,
Performance Units, Dividend Equivalents, Stock Payments, Deferred Stock,
Restricted Stock Units or Other Stock-Based Award may be exercised or paid
subsequent to a termination of employment or service, as applicable, or
following a Change in Control of the Company, or because of the Participant's
retirement, death or disability, or otherwise; provided, however, that any such
provision with respect to Performance Shares or Performance Units shall be
subject to the requirements of Section 162(m) of the Code that apply to
Qualified Performance-Based Compensation.

         8.11 Form of Payment. Payments with respect to any Awards granted under
this Article 8 shall be made in cash, in Stock or a combination of both, as
determined by the Committee.

         8.12 Award Agreement. All Awards under this Article 8 shall be subject
to such additional terms and conditions as determined by the Committee and shall
be evidenced by a written Award Agreement.

                                   ARTICLE 9

                            PERFORMANCE-BASED AWARDS

         9.1 Purpose. The purpose of this Article 9 is to provide the Committee
the ability to qualify Awards other than Options and SARs and that are granted
pursuant to Articles 6 and 8 as Qualified Performance-Based Compensation. If the
Committee, in its discretion, decides to grant a Performance-Based Award to a
Covered Employee, the provisions of this Article 9 shall control over any
contrary provision contained in Articles 6 or 8; provided, however, that the
Committee may in its discretion grant Awards to Covered Employees that are based
on Performance Criteria or Performance Goals but that do not satisfy the
requirements of this Article 9.

         9.2 Applicability. This Article 9 shall apply only to those Covered
Employees selected by the Committee to receive Performance-Based Awards. The
designation of a Covered Employee as a Participant for a Performance Period
shall not in any manner entitle the Participant to receive an Award for the
period. Moreover, designation of a Covered Employee as a Participant for a
particular Performance Period shall not require designation of such Covered
Employee as a Participant in any subsequent Performance Period and designation
of one Covered Employee as a Participant shall not require designation of any
other Covered Employees as a Participant in such period or in any other period.

                                       13
<PAGE>

         9.3 Procedures with Respect to Performance-Based Awards. To the extent
necessary to comply with the Qualified Performance-Based Compensation
requirements of Section 162(m)(4)(C) of the Code, with respect to any Award
granted under Articles 6 and 8 which may be granted to one or more Covered
Employees, no later than ninety (90) days following the commencement of any
fiscal year in question or any other designated fiscal period or period of
service (or such other time as may be required or permitted by Section 162(m) of
the Code), the Committee shall, in writing, (a) designate one or more Covered
Employees, (b) select the Performance Criteria applicable to the Performance
Period, (c) establish the Performance Goals, and amounts of such Awards, as
applicable, which may be earned for such Performance Period, and (d) specify the
relationship between Performance Criteria and the Performance Goals and the
amounts of such Awards, as applicable, to be earned by each Covered Employee for
such Performance Period. Following the completion of each Performance Period,
the Committee shall certify in writing whether the applicable Performance Goals
have been achieved for such Performance Period. In determining the amount earned
by a Covered Employee, the Committee shall have the right to reduce or eliminate
(but not to increase) the amount payable at a given level of performance to take
into account additional factors that the Committee may deem relevant to the
assessment of individual or corporate performance for the Performance Period.

         9.4 Payment of Performance-Based Awards. Unless otherwise provided in
the applicable Award Agreement, a Participant must be employed by the Company or
a Subsidiary on the day a Performance-Based Award for such Performance Period is
paid to the Participant. Furthermore, a Participant shall be eligible to receive
payment pursuant to a Performance-Based Award for a Performance Period only if
the Performance Goals for such period are achieved.

         9.5 Additional Limitations. Notwithstanding any other provision of the
Plan, any Award which is granted to a Covered Employee and is intended to
constitute Qualified Performance-Based Compensation shall be subject to any
additional limitations set forth in Section 162(m) of the Code (including any
amendment to Section 162(m) of the Code) or any regulations or rulings issued
thereunder that are requirements for qualification as qualified
performance-based compensation as described in Section 162(m)(4)(C) of the Code,
and the Plan shall be deemed amended to the extent necessary to conform to such
requirements.

                                   ARTICLE 10

                         PROVISIONS APPLICABLE TO AWARDS

         10.1 Stand-Alone and Tandem Awards. Awards granted pursuant to the Plan
may, in the discretion of the Committee, be granted either alone, in addition
to, or in tandem with, any other Award granted pursuant to the Plan. Awards
granted in addition to or in tandem with other Awards may be granted either at
the same time as or at a different time from the grant of such other Awards.

         10.2 Award Agreement. Awards under the Plan shall be evidenced by
written Award Agreements that shall set forth the terms, conditions, limitations

                                       14
<PAGE>

and award type for each Award which may include the term of an Award, the
provisions applicable in the event the Participant's employment or service
terminates, and the Company's authority to unilaterally or bilaterally amend,
modify, suspend, cancel or rescind an Award.

         10.3 Limits on Transfer. Except as otherwise provided by the Committee,
no right or interest of a Participant in any Award may be pledged, encumbered,
or hypothecated to or in favor of any party other than the Company or a
Subsidiary, or shall be subject to any lien, obligation, or liability of such
Participant to any other party other than the Company or a Subsidiary. Except as
otherwise provided by the Committee, during the life of the recipient, such
award shall be exercisable only by such person or by such person's guardian or
legal representative.

         10.4 Death of Optionee.

              (a) Options. Notwithstanding Section 10.3, upon the death of the
Optionee while either in the Company's employ or within six months after
termination of Optionee's employment, any rights to the extent exercisable on
the date of death may be exercised by the Optionee's estate, or by a person who
acquires the right to exercise such Option by bequest or inheritance or by
reason of the death of the Optionee, provided that such exercise occurs within
both the remaining effective term of the Option and one year after the
Optionee's death. A beneficiary, legal guardian, legal representative, or other
person claiming any rights pursuant to the Plan is subject to all terms and
conditions of the Plan and any Award Agreement applicable to the Participant,
except to the extent the Plan and Award Agreement otherwise provide, and to any
additional restrictions deemed necessary or appropriate by the Committee. If no
beneficiary has been designated or survives the Participant, payment shall be
made to the person entitled thereto pursuant to the Participant's will or the
laws of descent and distribution. Subject to the foregoing, a beneficiary
designation may be changed or revoked by a Participant at any time provided the
change or revocation is filed with the Committee.

              (b) Incentive Stock Options. Upon the death of the Optionee while
in the Company's employ or within not more than 90 days after termination of
Optionee's employment, any Incentive Stock Option exercisable on the date of
death may be exercised by the Optionee's estate or by a person who acquires the
right to exercise such Incentive Stock Option by bequest or inheritance or by
reason of the death of the Optionee, provided that such exercise occurs within
both the remaining Option Term of the Incentive Stock Option and one year after
the Optionee's death.

         10.5 Retirement or Disability.

              (a) Options. Upon termination of the Optionee's employment by
reason of retirement or permanent disability, the Optionee may, within 36 months
from the date of termination, exercise any Options to the extent such Options
are exercisable during such 36-month period.

              (b) Incentive Stock Options. Upon termination of the Optionee's
employment by reason of retirement or permanent disability, the Optionee may,
within 36 months from the date of termination, exercise any Incentive Stock
Options to the extent such Incentive Stock Options are exercisable during such

                                       15
<PAGE>

36-month period. However, the tax treatment available pursuant to Section 422 of
the Code will not be available to an Optionee who exercises any Incentive Stock
Option more than (i) 12 months after the date of termination of employment due
to permanent disability, or (ii) three months after the date of termination of
employment due to retirement.

         10.6 Termination for Other Reasons. Except as provided herein or except
as otherwise determined by the Committee, all Options shall terminate ninety
(90) days after the termination of the Optionee's employment with the Company.

         10.7 Leaves of Absence and Performance Targets. The Committee shall be
entitled to make such rules, regulations and determinations as it deems
appropriate under the Plan in respect of any leave of absence taken by the
recipient of any award. Without limiting the generality of the foregoing, the
Committee shall be entitled to determine (i) whether or not any such leave of
absence shall constitute a termination of employment within the meaning of the
Plan and (ii) the impact, if any, of such leave of absence on awards under the
Plan theretofore made to any recipient who takes such leave of absence. The
Committee shall also be entitled to make such determination of performance
targets, if any, as it deems appropriate.

         10.8 Newly Eligible Employees. The Committee shall be entitled to make
such rules, regulations, determinations and awards as it deems appropriate in
respect of any employee who becomes eligible to participate in the Plan or any
portion thereof, after the commencement of an award or incentive period.

         10.9 Stock Certificates; Book Entry Procedures. As soon as practicable
after receipt of payment, the Company shall deliver to the Optionee a
certificate(s) for such shares of Common Stock. Upon receipt of such
certificate(s), the Optionee shall become a shareholder of the Company with
respect to Common Stock represented by share certificates so issued and as such
shall be fully entitled to receive dividends, to vote and to exercise all other
rights of a shareholder. All Stock certificates delivered pursuant to the Plan
are subject to any stop-transfer orders and other restrictions as the Committee
deems necessary or advisable to comply with federal, state, or foreign
jurisdiction, securities or other laws, rules and regulations and the rules of
any national securities exchange or automated quotation system on which the
Stock is listed, quoted, or traded. The Committee may place legends on any Stock
certificate to reference restrictions applicable to the Stock. In addition to
the terms and conditions provided herein, the Board may require that a
Participant make such reasonable covenants, agreements, and representations as
the Board, in its discretion, deems advisable in order to comply with any such
laws, regulations, or requirements. The Committee shall have the right to
require any Participant to comply with any timing or other restrictions with
respect to the settlement or exercise of any Award, including a window-period
limitation, as may be imposed in the discretion of the Committee.

                                       16
<PAGE>

                                   ARTICLE 11

                          CHANGES IN CAPITAL STRUCTURE

         11.1 Adjustments.

              (a) In the event of any stock dividend, stock split, combination
or exchange of shares, merger, consolidation, spin-off, recapitalization,
distribution of Company assets to stockholders (other than normal cash
dividends), or any other corporate event affecting the Stock or the share price
of the Stock, the Committee may make such proportionate adjustments, if any, as
the Committee in its discretion may deem appropriate to reflect such changes
with respect to (i) the aggregate number and type of shares that may be issued
under the Plan (including, but not limited to, adjustments of the limitations in
Sections 3.1 and 3.3); (ii) the terms and conditions of any outstanding Awards
(including, without limitation, any applicable performance targets or criteria
with respect thereto); and (iii) the grant or exercise price per share for any
outstanding Awards under the Plan. Any adjustment affecting an Award intended as
Qualified Performance-Based Compensation shall be made consistent with the
requirements of Section 162(m) of the Code.

              (b) In the event of any transaction or event described in Section
11.1(a) or any unusual or nonrecurring transactions or events affecting the
Company, any affiliate of the Company, or the financial statements of the
Company or any affiliate (including without limitation any Change in Control),
or of changes in applicable laws, regulations or accounting principles, and
whenever the Committee determines that action is appropriate in order to prevent
the dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan or with respect to any Award under the Plan, to
facilitate such transactions or events or to give effect to such changes in
laws, regulations or principles, the Committee, in its sole discretion and on
such terms and conditions as it deems appropriate, either by amendment of the
terms of any outstanding Awards or by action taken prior to the occurrence of
such transaction or event and either automatically or upon the Participant's
request, is hereby authorized to take any one or more of the following actions:

                     (i) To provide for either (A) termination of any such Award
in exchange for an amount of cash and/or other property, if any, equal to the
amount that would have been attained upon the exercise of such Award or
realization of the Participant's rights (and, for the avoidance of doubt, if as
of the date of the occurrence of the transaction or event described in this
Section 11.1(b) the Committee determines in good faith that no amount would have
been attained upon the exercise of such Award or realization of the
Participant's rights, then such Award may be terminated by the Company without
payment) or (B) the replacement of such Award with other rights or property
selected by the Committee in its sole discretion;

                     (ii) To provide that such Award be assumed by the successor
or survivor corporation, or a parent or subsidiary thereof, or shall be
substituted for by similar options, rights or awards covering the stock of the
successor or survivor corporation, or a parent or subsidiary thereof, with
appropriate adjustments as to the number and kind of shares and prices; and

                                       17
<PAGE>

                     (iii) To make adjustments in the number and type of shares
of Stock (or other securities or property) subject to outstanding Awards, and in
the number and kind of outstanding Restricted Stock or Deferred Stock and/or in
the terms and conditions of (including the grant or exercise price), and the
criteria included in, outstanding options, rights and awards and options, rights
and awards which may be granted in the future;

                     (iv) To provide that such Award shall be exercisable or
payable or fully vested with respect to all shares covered thereby,
notwithstanding anything to the contrary in the Plan or the applicable Award
Agreement; and

                     (v) To provide that the Award cannot vest, be exercised or
become payable after such event.

         11.2 Outstanding Awards - Other Changes. In the event of any other
change in the capitalization of the Company or corporate change other than those
specifically referred to in this Article 11, the Committee may, in its absolute
discretion, make such adjustments in the number and kind of shares or other
securities subject to Awards outstanding on the date on which such change occurs
and in the per share grant or exercise price of each Award as the Committee may
consider appropriate to prevent dilution or enlargement of rights.

         11.3 No Other Rights. Except as expressly provided in the Plan, no
Participant shall have any rights by reason of any subdivision or consolidation
of shares of stock of any class, the payment of any dividend, any increase or
decrease in the number of shares of stock of any class or any dissolution,
liquidation, merger, or consolidation of the Company or any other corporation.
Except as expressly provided in the Plan or pursuant to action of the Committee
under the Plan, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number of shares
of Stock subject to an Award or the grant or exercise price of any Award.

                                   ARTICLE 12

                                 ADMINISTRATION

         12.1 Committee. Pursuant to Utah Code Annotated Section 16-10a-624, and
consistent with the provisions of Section 12.3 below, the Board may appoint a
Committee consisting of two or more Non-Employee Directors to administer the
Plan, as constituted from time to time.

         12.2 Committee Appointee Duration. Once appointed, the Committee shall
continue to serve until otherwise directed by the Board. From time to time, the
Board may increase or change the size of the Committee, and appoint new members
thereof, remove members (with or without cause) and appoint new members in
substitution, fill vacancies, however caused, or remove all members of the
Committee; provided, however, that at no time shall any person administer the
Plan who is not otherwise a Non-Employee Director.

         12.3 Action by the Board. Unless and until the Board delegates
administration of the Plan to a Committee as set forth below, the Plan shall be
administered by the full Board, and for such purposes the term "Committee" as
used in this Plan shall be deemed to refer to the Board. The Board, at its
discretion or as otherwise necessary to comply with the requirements of Section
162(m) of the Code, Rule 16b-3 promulgated under the Exchange Act or to the

                                       18
<PAGE>

extent required by any other applicable rule or regulation, shall delegate
administration of the Plan to a Committee. The Committee shall consist solely of
two or more members of the Board each of whom is both an "outside director,"
within the meaning of Section 162(m) of the Code and any other applicable rules
and regulations, and a Non-Employee Director. Notwithstanding the foregoing: (a)
the full Board, acting by a majority of its members in office, shall conduct the
general administration of the Plan with respect to all Awards granted to
Independent Directors and, for purposes of such Awards, the term "Committee" as
used in this Plan shall be deemed to refer to the Board and (b) the Committee
may delegate its authority hereunder to the extent permitted by Section 12.5.
Appointment of Committee members shall be effective upon acceptance of
appointment. The Board may abolish the Committee at any time and revest in the
Board the administration of the Plan. Committee members may resign at any time
by delivering written notice to the Board. Vacancies in the Committee may only
be filled by the Board.

         12.4 Action by the Committee. A majority of the Committee shall
constitute a quorum. The acts of a majority of the members present at any
meeting at which a quorum is present, and acts approved in writing by a majority
of the Committee in lieu of a meeting, shall be deemed the acts of the
Committee. Each member of the Committee is entitled to, in good faith, rely or
act upon any report or other information furnished to that member by any officer
or other employee of the Company or any Subsidiary, the Company's independent
certified public accountants, or any executive compensation consultant or other
professional retained by the Company to assist in the administration of the
Plan.

         12.5 Authority of Committee. Subject to any specific designation in the
Plan, the Committee has the exclusive power, authority and discretion to:

              (a) Designate Participants to receive Awards;

              (b) Determine the type or types of Awards to be granted to each
Participant;

              (c) Determine the number of Awards to be granted and the number of
shares of Stock to which an Award will relate;

              (d) Determine the terms and conditions of any Award granted
pursuant to the Plan, including, but not limited to, the exercise price, grant
price, or purchase price, any reload provision, any restrictions or limitations
on the Award, any schedule for lapse of forfeiture restrictions or restrictions
on the exercisability of an Award, and accelerations or waivers thereof, any
provisions related to non-competition and recapture of gain on an Award, based
in each case on such considerations as the Committee in its sole discretion
determines;

              (e) Determine whether, to what extent, and pursuant to what
circumstances an Award may be settled in, or the exercise price of an Award may
be paid in, cash, Stock, other Awards, or other property, or an Award may be
canceled, forfeited, or surrendered;

              (f) Prescribe the form of each Award Agreement, which need not be
identical for each Participant;

                                       19
<PAGE>

              (g) Decide all other matters that must be determined in connection
with an Award;

              (h) Establish, adopt, or revise any rules and regulations as it
may deem necessary or advisable to administer the Plan;

              (i) Interpret the terms of, and any matter arising pursuant to,
the Plan or any Award Agreement; and

              (j) Make all other decisions and determinations that may be
required pursuant to the Plan or as the Committee deems necessary or advisable
to administer the Plan.

The Committee may delegate to one or more of its members or to one or more
agents such administrative duties as it may deem advisable.

         12.6 Decisions Binding. The Committee's interpretation of the Plan, any
Awards granted pursuant to the Plan, any Award Agreement and all decisions and
determinations by the Committee with respect to the Plan are final, binding, and
conclusive on all parties.

         12.7 Delegation of Authority. To the extent permitted by applicable
law, the Committee may from time to time delegate to a committee of one or more
members of the Committee or the Board or one or more officers of the Company the
authority to grant or amend Awards to Participants other than (a) senior
executives of the Company who are subject to Section 16 of the Exchange Act, (b)
Covered Employees, or (c) officers of the Company (or members of the Board) to
whom authority to grant or amend Awards has been delegated hereunder. Any
delegation hereunder shall be subject to the restrictions and limits that the
Committee specifies at the time of such delegation, and the Committee may at any
time rescind the authority so delegated or appoint a new delegatee. At all
times, the delegatee appointed under this Section 12.5 shall serve in such
capacity at the pleasure of the Committee.

         12.8 Committee Administration. One member of the Committee shall be
elected by the Board as chairman. The Committee shall hold its meetings at such
times and places as it shall deem advisable. The Committee may appoint a
secretary and make such rules and regulations for the conduct of its business as
it shall deem advisable, and shall keep minutes of its meetings.

         12.9 Liability. No member of the Board or Committee shall be liable for
any action taken or decision or determination made in good faith with respect to
any Option, the Plan, or any award thereunder.

                                   ARTICLE 13

                          EFFECTIVE AND EXPIRATION DATE

         13.1 Effective Date. The Plan is effective as of the date the Plan is
approved by a majority of the Board (the "Effective Date"). The Plan, however,
shall be subject to approval by the stockholders. The Plan will be deemed to be
approved by the stockholders if it receives the affirmative vote of the holders
of a majority of the shares of stock of the Company present or represented and

                                       20
<PAGE>

entitled to vote at a meeting duly held in accordance with the applicable
provisions of the Company's Bylaws, but, in any event, held no later than 12
months after adoption on the Effective Date.

         13.2 Expiration Date. The Plan will expire on, and no Incentive Stock
Option or other Award may be granted pursuant to the Plan after, the tenth
anniversary of the Effective Date. Any Awards that are outstanding on the tenth
anniversary of the Effective Date shall remain in force according to the terms
of the Plan and the applicable Award Agreement.

                                   ARTICLE 14

                    AMENDMENT, MODIFICATION, AND TERMINATION

         14.1 Amendment, Modification, And Termination. The Committee may at any
time and from time to time terminate or modify or amend the Plan in any respect,
except that (a) to the extent necessary and desirable to comply with any
applicable law, regulation, or stock exchange rule, the Company shall obtain
shareholder approval of any Plan amendment or any modification of any Options
that would be deemed a re-pricing under applicable rules, in such a manner and
to such a degree as required, and (b) without shareholder approval the Committee
may not (i) increase the maximum number of shares of Common Stock which may be
issued under the Plan (other than increases pursuant to Section 4.10), (ii)
extend the period during which any Award may be granted or exercised, (iii)
amend to the Plan to permit the Committee to grant Options with an exercise
price that is below Fair Market Value on the date of grant, or (iv) extend the
term of the Plan. The termination or any modification or amendment of the Plan,
except as provided in subsection (a), shall not without the consent of a
participant, affect his or her other rights under an award previously granted to
him or her.

         14.2 Awards Previously Granted. No termination, amendment, or
modification of the Plan shall adversely affect in any material way any Award
previously granted pursuant to the Plan without the prior written consent of the
Participant.

                                   ARTICLE 15

                    COMPLIANCE WITH SECTION 409A OF THE CODE

         15.1 Awards subject to Code Section 409A. Any Award that constitutes,
or provides for, a deferral of compensation subject to Section 409A of the Code
(a "Section 409A Award") shall satisfy the requirements of Section 409A of the
Code and this Article 15, to the extent applicable. The Award Agreement with
respect to a Section 409A Award shall incorporate the terms and conditions
required by Section 409A of the Code and this Article 15.

         15.2 Distributions under a Section 409A Award.

              (a) Subject to subsection (b), any shares of Stock or other
property or amounts to be paid or distributed upon the grant, issuance, vesting,
exercise or payment of a Section 409A Award shall be distributed in accordance
with the requirements of Section 409A(a)(2) of the Code, and shall not be
distributed earlier than:

                                       21
<PAGE>

                     (i) the Participant's separation from service, as
determined by the Secretary of the Treasury;

                     (ii) the date the Participant becomes disabled;

                     (iii) the Participant's death;

                     (iv) a specified time (or pursuant to a fixed schedule)
specified under the Award Agreement at the date of the deferral compensation;

                     (v) to the extent provided by the Secretary of the
Treasury, a change in the ownership or effective control of the Company or a
Parent or Subsidiary, or in the ownership of a substantial portion of the assets
of the Company or a Parent or Subsidiary; or

                     (vi) the occurrence of an unforeseeable emergency with
respect to the Participant.

              (b) In the case of a Participant who is a "specified employee,"
the requirement of paragraph (a)(i) shall be met only if the distributions with
respect to the Section 409A Award may not be made before the date which is six
months after the Participant's separation from service (or, if earlier, the date
of the Participant's death). For purposes of this subsection (b), a Participant
shall be a "specified employee" if such Participant is a key employee (as
defined in Section 416(i) of the Code without regard to paragraph (5) thereof)
of a corporation any stock of which is publicly traded on an established
securities market or otherwise, as determined under Section 409A(a)(2)(B)(i) of
the Code and the Treasury Regulations thereunder.

              (c) The requirement of paragraph (a)(vi) shall be met only if, as
determined under Treasury Regulations under Section 409A(a)(2)(B)(ii) of the
Code, the amounts distributed with respect to the unforeseeable emergency do not
exceed the amounts necessary to satisfy such unforeseeable emergency plus
amounts necessary to pay taxes reasonably anticipated as a result of the
distribution, after taking into account the extent to which such unforeseeable
emergency is or may be relieved through reimbursement or compensation by
insurance or otherwise or by liquidation of the Participant's assets (to the
extent the liquidation of such assets would not itself cause severe financial
hardship).

              (d) For purposes of this Section, the terms specified therein
shall have the respective meanings ascribed thereto under Section 409A of the
Code and the Treasury Regulations thereunder.

         15.3 Prohibition on Acceleration of Benefits. The time or schedule of
any distribution or payment of any shares of Stock or other property or amounts
under a Section 409A Award shall not be accelerated, except as otherwise
permitted under Section 409A(a)(3) of the Code and the Treasury Regulations
thereunder.

         15.4 Elections under Section 409A Awards.

              (a) Any deferral election provided under or with respect to an
Award to any Eligible Individual, or to the Participant holding a Section 409A
Award, shall satisfy the requirements of Section 409A(a)(4)(B) of the Code, to

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<PAGE>

the extent applicable, and, except as otherwise permitted under paragraph (i) or
(ii) below, any such deferral election with respect to compensation for services
performed during a taxable year shall be made not later than the close of the
preceding taxable year, or at such other time as provided in Treasury
Regulations.

                     (i) In the case of the first year in which an Eligible
Individual or a Participant holding a Section 409A Award, becomes eligible to
participate in the Plan, any such deferral election may be made with respect to
services to be performed subsequent to the election with thirty days after the
date the Eligible Individual, or the Participant holding a Section 409A Award,
becomes eligible to participate in the Plan, as provided under Section
409A(a)(4)(B)(ii) of the Code.

                     (ii) In the case of any performance-based compensation
based on services performed by an Eligible Individual, or the Participant
holding a Section 409A Award, over a period of at least twelve months, any such
deferral election may be made no later than six months before the end of the
period, as provided under Section 409A(a)(4)(B)(iii) of the Code.

              (b) In the event that a Section 409A Award permits, under a
subsequent election by the Participant holding such Section 409A Award, a delay
in a distribution or payment of any shares of Stock or other property or amounts
under such Section 409A Award, or a change in the form of distribution or
payment, such subsequent election shall satisfy the requirements of Section
409A(a)(4)(C) of the Code, and:

                     (i) such subsequent election may not take effect until at
least twelve months after the date on which the election is made,

                     (ii) in the case such subsequent election relates to a
distribution or payment not described in Section 10.2(a)(ii), (iii) or (vi), the
first payment with respect to such election may be deferred for a period of not
less than five years from the date such distribution or payment otherwise would
have been made, and

                     (iii) in the case such subsequent election relates to a
distribution or payment described in Section 10.2(a)(iv), such election may not
be made less than twelve months prior to the date of the first scheduled
distribution or payment under Section 10.2(a)(iv).

         15.5 Compliance in Form and Operation. A Section 409A Award, and any
election under or with respect to such Section 409A Award, shall comply in form
and operation with the requirements of Section 409A of the Code and the Treasury
Regulations thereunder.

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<PAGE>

                                   ARTICLE 16

                               GENERAL PROVISIONS

         16.1 No Rights to Awards. No Eligible Individual or other person shall
have any claim to be granted any Award pursuant to the Plan, and neither the
Company nor the Committee is obligated to treat Eligible Individuals,
Participants or any other persons uniformly.

         16.2 No Stockholders Rights. The recipient of any award under the Plan
shall have no rights as a shareholder with respect thereto unless and until
certificates for shares of Common Stock are issued to him or her.

         16.3 Withholding. The Company or any Subsidiary shall have the
authority and the right to deduct or withhold, or require a Participant to remit
to the Company, an amount sufficient to satisfy federal, state, local and
foreign taxes (including the Participant's FICA obligation) required by law to
be withheld with respect to any taxable event concerning a Participant arising
as a result of this Plan. The Committee may in its discretion and in
satisfaction of the foregoing requirement allow a Participant to elect to have
the Company withhold shares of Stock otherwise issuable under an Award (or allow
the return of shares of Stock) having a Fair Market Value equal to the sums
required to be withheld. Notwithstanding any other provision of the Plan, the
number of shares of Stock which may be withheld with respect to the issuance,
vesting, exercise or payment of any Award (or which may be repurchased from the
Participant of such Award within six months (or such other period as may be
determined by the Committee) after such shares of Stock were acquired by the
Participant from the Company) in order to satisfy the Participant's federal,
state, local and foreign income and payroll tax liabilities with respect to the
issuance, vesting, exercise or payment of the Award shall be limited to the
number of shares which have a Fair Market Value on the date of withholding or
repurchase equal to the aggregate amount of such liabilities based on the
minimum statutory withholding rates for federal, state, local and foreign income
tax and payroll tax purposes that are applicable to such supplemental taxable
income.

         16.4 No Right to Employment or Services. Nothing in the Plan or any
Award Agreement shall interfere with or limit in any way the right of the
Company or any Subsidiary to terminate any Participant's employment or services
at any time, nor confer upon any Participant any right to continue in the employ
or service of the Company or any Subsidiary.

         16.5 Unfunded Status of Awards. The Plan is intended to be an
"unfunded" plan for incentive compensation. With respect to any payments not yet
made to a Participant pursuant to an Award, nothing contained in the Plan or any
Award Agreement shall give the Participant any rights that are greater than
those of a general creditor of the Company or any Subsidiary.

         16.6 Indemnification. To the extent allowable pursuant to applicable
law, each member of the Committee or of the Board shall be indemnified and held
harmless by the Company from any loss, cost, liability, or expense that may be
imposed upon or reasonably incurred by such member in connection with or
resulting from any claim, action, suit, or proceeding to which he or she may be
a party or in which he or she may be involved by reason of any action or failure

                                       24
<PAGE>

to act pursuant to the Plan and against and from any and all amounts paid by him
or her in satisfaction of judgment in such action, suit, or proceeding against
him or her; provided he or she gives the Company an opportunity, at its own
expense, to handle and defend the same before he or she undertakes to handle and
defend it on his or her own behalf. The foregoing right of indemnification shall
not be exclusive of any other rights of indemnification to which such persons
may be entitled pursuant to the Company's Certificate of Incorporation or
Bylaws, as a matter of law, or otherwise, or any power that the Company may have
to indemnify them or hold them harmless.

         16.7 Relationship to other Benefits. No payment pursuant to the Plan
shall be taken into account in determining any benefits pursuant to any pension,
retirement, savings, profit sharing, group insurance, welfare or other benefit
plan of the Company or any Subsidiary except to the extent otherwise expressly
provided in writing in such other plan or an agreement thereunder.

         16.8 Expenses. The expenses of administering the Plan shall be borne by
the Company and its Subsidiaries.

         16.9 Titles and Headings. The titles and headings of the Sections in
the Plan are for convenience of reference only and, in the event of any
conflict, the text of the Plan, rather than such titles or headings, shall
control.

         16.10 Fractional Shares. No fractional shares of Stock shall be issued
and the Committee shall determine, in its discretion, whether cash shall be
given in lieu of fractional shares or whether such fractional shares shall be
eliminated by rounding up or down as appropriate.

         16.11 Limitations Applicable to Section 16 Persons. Notwithstanding any
other provision of the Plan, the Plan, and any Award granted or awarded to any
Participant who is then subject to Section 16 of the Exchange Act, shall be
subject to any additional limitations set forth in any applicable exemptive rule
under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of
the Exchange Act) that are requirements for the application of such exemptive
rule. To the extent permitted by applicable law, the Plan and Awards granted or
awarded hereunder shall be deemed amended to the extent necessary to conform to
such applicable exemptive rule.

         16.12 Government and Other Regulations. The obligation of the Company
to make payment of awards in Stock or otherwise shall be subject to all
applicable laws, rules, and regulations, and to such approvals by government
agencies as may be required. The Company shall be under no obligation to
register pursuant to the Securities Act of 1933, as amended, any of the shares
of Stock paid pursuant to the Plan. If the shares paid pursuant to the Plan may
in certain circumstances be exempt from registration pursuant to the Securities
Act of 1933, as amended, the Company may restrict the transfer of such shares in
such manner as it deems advisable to ensure the availability of any such
exemption.

         16.13 Governing Law. The Plan and all Award Agreements shall be
construed in accordance with and governed by the laws of the State of Utah.

                                       25
<PAGE>

                                    * * * * *

         I hereby certify that the foregoing Plan was duly adopted by the Board
of Directors of RemoteMDx, Inc., on May 18, 2006.

                                    * * * * *

         I hereby certify that the foregoing Plan was approved by the
stockholders of RemoteMDx, Inc., on July 10, 2006.

         Executed on this 12th day of July, 2006.


                                              /s/ Michael Acton
                                              -----------------
                                              Corporate Secretary


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