Exhibit 10.20
                                 -------------


Citizens

          Bank' Investments' Trust. Insurance www.citizensnational.net

CHANGE IN TERMS AGREEMENT


References  in the shaded  area are for  Lender's  use only and do not limit the
applicability  of this document to any  particular  loan or item. Any item above
containing "***" has been omitted due to text length limitations.

Borrower:

REMOTEMDX, INC.
150 W CIVIC CENTER DRIVE SUITE 400 SANDY,UT 84070

lender:

Citizens National Bank Main Office
127 S Side Square P.O. Box 1279 Macomb,IL 61455

Principal Amount: $4,000,000.00    Initial Rate: 8.250%
Date of Agreement:August 7, 2006

DESCRIPTION OF EXISTING  INDEBTEDNESS.  ORIGINAL  REVOLVING LINE OF CREDIT DATED
6/26/06 IN THE AMOUNT OF $2,000,000,

MONTHLY INTEREST ONLY PAYMENTS, WALL STREET JOURNAL NATIONAL PRIME INTEREST RATE
FLOATING DAILY, MATURING 6/30/07.

DESCRIPTION OF COLLATERAL.  Borrower acknowledges this Change in Terms Agreement
is secured by the  following  collateral  described in the security  instruments
listed within the  Promissory  Note: (AI  inventory,  chattel  paper,  accounts,
equipment and general  intangibles  described in Commercial  Security Agreements
dated June 26, 2006. (BI deposit accounts  described in an Assignment of Deposit
Account dated June 26, 2006.
DESCRIPTION  OF CHANGE IN TERMS.  INCREASE  EXISTING  CREDIT LINE TO $4,000,000,
ADDITIONAL COLLATERAL OF $1,000,000 LETTER OF CREDIT NO. 306S237082 - UNION BANK
OF  CALIFORNIA,  NA DATED AUGUST 8, 2006,  AND  $1,000,000  LETTER OF CREDIT NO.
77-411896-4  --FIRST REPUBLIC BANK, DATED AUGUST 9, 2006. ALL OTHER TERMS REMAIN
THE SAME.

PROMISE  TO  PAY.  REMOTEMDX,  INC.  ("Borrower")  promises  to pay to  Citizens
National  Bank  ("Lender"),  or order,  in lawful money of the United  States of
America,  the principal amount of Four Million & 00/100 Dollars  ($4,000,000.00)
or so  much  as  may be  outstanding,  together  with  interest  on  the  unpaid
outstanding principal balance of each advance. Interest shall be calculated from
the date of each advance until repayment of each advance.
PAYMENT. Borrower will pay this loan in one payment of all outstanding principal
plus all accrued  unpaid  interest on June 30, 2007. In addition,  Borrower will
pay  regular  monthly  payments of all accrued  unpaid  interest  due as of each
payment date, beginning September 1, 2006, with all subsequent interest payments
to be due on the same day of each month after that.  Unless  otherwise agreed or
required by applicable law, payments will be applied first to any accrued unpaid
interest; and then to principal.  Interest on this loan is computed on a 365/365
simple  interest  basis;  that is, by applying the ratio of the annual  interest
rate over the number of days in a year,  multiplied by the outstanding principal
balance,  multiplied  by the  actual  number of days the  principal  balance  is
outstanding. Borrower will pay Lender at Lender's address shown above or at such
other place as Lender may designate in writing.
VARIABLE INTEREST RATE. The interest rate on this loan is subject to change from
time to time based on changes in an independent index which is the Prime Rate as
published in The Wall Street Journal (the "Index"). The Index is not necessarily
the lowest rate charged by Lender on its loans. If the Index becomes unavailable
during the term of this loan,  Lender may  designate  a  substitute  index after
notifying  Borrower.  Lender  will tell  Borrower  the  current  Index rate upon
Borrower's request. The interest rate change will not occur more often than each
day.  Borrower  understands  that  Lender may make loans based on other rates as
well. The Index  currently is 8.250% per annum.  The interest rate to be applied
to the unpaid principal  balance during this loan will be at a rate equal to the
Index,  resulting  in an  initial  rate of 8.250% per  annum.  NOTICE:  Under no
circumstances  will the interest rate on this loan be more than the maximum rate
allowed by applicable law.
PREPAYMENT;  MINIMUM INTEREST CHARGE. In any event, even upon full prepayment of
this  Agreement,  Borrower  understands  that  Lender is  entitled  to a minimum
interest charge of $100.00.  Other than Borrower's obligation to pay any minimum
interest charge, Borrower may pay without penalty all or a portion of the amount
owed earlier than it is due. Early payments will not, unless agreed to by Lender
in  writing,  relieve  Borrower  of  Borrower's  obligation  to continue to make
payments of accrued  unpaid  interest.  Rather,  early  payments will reduce the
principal  balance due. Borrower agrees not to send Lender payments marked "paid
in full",  "without  recourse",  or similar  language.  If Borrower sends such a
payment,  Lender may accept it without losing any of Lender's  rights under this
Agreement,  and Borrower will remain obligated to pay any further amount owed to
Lender. All written  communications  concerning disputed amounts,  including any
check or other payment  instrument  that indicates that the payment  constitutes
"payment in full" of the amount owed or that is tendered  with other  conditions
or limitations or as full  satisfaction  of a disputed  amount must be mailed or
delivered to: Citizens National  Bank,Main Office,  127 S Side Square,  P.O. Box
1279,  Macomb,  IL 61455.  LATE  CHARGE.  If a payment  is 10 days or more late,
Borrower will be charged  5.000% of the regularly  scheduled  payment or $25.00,
whichever is less.
INTEREST  AFTER  DEFAULT.  Upon  default,  including  failure  to pay upon final
maturity,  the  interest  rate on this loan shall be  increased  to 15.000%  per
annum.  However,  in no event will the interest rate exceed the maximum interest
rate limitations under applicable law.
DEFAULT.  Each of the following shall  constitute an Event of Default under this
Agreement:
Payment  Default.  Borrower  fails  to make  any  payment  when  due  under  the
Indebtedness.
Other  Defaults.  Borrower  fails to comply  with or to perform  any other term,
obligation,  covenant or condition  contained in this Agreement or in any of the
Related Documents or to comply with or to perform any term, obligation, covenant
or condition contained in any other agreement between Lender and Borrower. False
Statements.  Any  warranty,  representation  or  statement  made or furnished to
Lender by Borrower or on Borrower's  behalf under this  Agreement or the Related
Documents is false or misleading in any material  respect,  either now or at the
time made or furnished or becomes false or misleading at any time thereafter.
Insolvency.  The  dissolution or termination of Borrower's  existence as a going
business, the insolvency of Borrower, the appointment of a receiver for any part
of Borrower's property, any assignment for the benefit of creditors, any type of
creditor workout,  or the commencement of any proceeding under any bankruptcy or
insolvency laws by or against Borrower.
Creditor or Forfeiture  Proceedings.  Commencement  of foreclosure or forfeiture
proceedings, whether by judicial proceeding, self-help,



<PAGE>


Loan No: 400949881

                      CHANGE IN TERMS AGREEMENT (Continued)

Page 2

repossession  or  any  other  method,  by any  creditor  of  Borrower  or by any
governmental  agency  against any  collateral  securing the  Indebtedness.  This
includes  a  garnishment  of  any  of  Borrower's  accounts,  including  deposit
accounts,  with Lender.  However, this Event of Default shall not apply if there
is a good faith dispute by Borrower as to the validity or  reasonableness of the
claim  which is the  basis  of the  creditor  or  forfeiture  proceeding  and if
Borrower gives Lender  written  notice of the creditor or forfeiture  proceeding
and deposits  with Lender monies or a surety bond for the creditor or forfeiture
proceeding,  in an amount determined by Lender, in its sole discretion, as being
an adequate reserve or bond for the dispute. Events Affecting Guarantor.  Any of
the preceding events occurs with respect to any guarantor,  endorser, surety, or
accommodation  party  of any of the  Indebtedness  or any  guarantor,  endorser,
surety,  or  accommodation  party  dies or  becomes  incompetent,  or revokes or
disputes the validity of, or liability  under,  any Guaranty of the Indebtedness
evidenced by this Note. In the event of a death, Lender, at its option, may, but
shall  not  be   required   to,   permit  the   guarantor's   estate  to  assume
unconditionally   the  obligations  arising  under  the  guaranty  in  a  manner
satisfactory to Lender, and, in doing so, cure any Event of Default.

Change In  Ownership.  Any change in ownership of  twenty-five  percent (25%) or
more of the common stock of Borrower.

Adverse  Change.  A  material  adverse  change  occurs in  Borrower's  financial
condition,  or Lender  believes  the prospect of payment or  performance  of the
Indebtedness is impaired.

Insecurity. Lender in good faith believes itself insecure.

LENDER'S  RIGHTS.  Upon default,  Lender may declare the entire unpaid principal
balance under this Agreement and all accrued unpaid  interest  immediately  due,
and then Borrower will pay that amount.
ATTORNEYS' FEES;  EXPENSES.  Lender may hire or pay someone else to help collect
this  Agreement if Borrower does not pay.  Borrower will pay Lender that amount.
This includes,  subject to any limits under applicable law, Lender's  attorneys'
fees and Lender's legal expenses,  whether or not there is a lawsuit,  including
attorneys'  fees,  expenses for  bankruptcy  proceedings  (including  efforts to
modify  or  vacate  any  automatic  stay or  injunction),  and  appeals.  If not
prohibited  by  applicable  law,  Borrower  also  will pay any court  costs,  in
addition to all other sums provided by law.
JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any
action, proceeding, or counterclaim brought by either Lender or Borrower against
the other.

GOVERNING  LAW.  This  Agreement  will be governed by federal law  applicable to
Lender and, to the extent not preempted by federal law, the laws of the State of
Illinois  without regard to its conflicts of law provisions.  This Agreement has
been accepted by Lender in the State of Illinois.

CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to
submit to the jurisdiction of the courts of McDonough County, State of Illinois.

RIGHT OF SETOFF.  To the extent  permitted by applicable  law, Lender reserves a
right of  setoff in all  Borrower's  accounts  with  Lender  (whether  checking,
savings,  or some other  account).  This  includes all accounts  Borrower  holds
jointly  with  someone  else and all  accounts  Borrower may open in the future.
However,  this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower  authorizes Lender, to the
extent  permitted by  applicable  law, to charge or setoff all sums owing on the
debt against any and all such accounts.  C OllATERAL.  Collateral securing other
loans with Lender may also secure this loan. To the extent collateral previously
has been  given to Lender by any  person  which may  secure  this  Indebtedness,
whether  directly or indirectly,  it is specifically  agreed that, to the extent
prohibited by law, all such  collateral  consisting of household  goods will not
secure this Indebtedness.  In addition, if any collateral requires the giving of
a right of  rescission  under  Truth in  Lending  for  this  Indebtedness,  such
collateral also will not secure this Indebtedness  unless and until all required
notices of that right have been given.

LINE OF CREDIT.  This Agreement  evidences a revolving line of credit.  Advances
under this Agreement may be requested only in writing by Borrower or as provided
in this paragraph. All communications,  instructions, or directions by telephone
or  otherwise to Lender are to be directed to Lender's  office shown above.  The
following  persons  currently  are  authorized,   except  as  provided  in  this
paragraph,  to request advances and authorize  payments under the line of credit
until Lender receives from Borrower,  at Lender's  address shown above,  written
notice of revocation of their authority:  DAVID DERRICK, Chief Executive Officer
of REMOTEMDX,  INC.; CHAD OLSEN,  Controller of REMOTEMDX,  INC.; MICHAEL ACTON,
Chief  Financial  Officer of REMOTEMDX,  INC.;  and JAMES  DALTON,  President of
REMOTEMDX,  INC.  Draws to be taken on approved  invoices  presented to Citizens
National Bank from the following companies: CP Baker Securities, Inc, RemoteMDx,
Inc.,  Dynamic Source  Manufacturing  and Advanta Design Group,  Inc. lender may
advance  funds under this note to (i) pay itself  interest,  (ii) make  deposits
into the  Account  (as  defined  below) if it  contains  less than the  required
compensating balance, and (iii) to pay itself fees and other amounts that may be
owed to it.  Borrower  agrees to be liable for all sums either:  (A) advanced in
accordance with the instructions of an authorized  person or (B) credited to any
of Borrower's  accounts with Lender.  The unpaid principal balance owing on this
Agreement at any time may be evidenced by  endorsements  on this Agreement or by
Lender's internal records, including daily computer print-outs. Lender will have
no  obligation  to advance  funds under this  Agreement  if: (A) Borrower or any
guarantor is in default under the terms of this  Agreement or any agreement that
Borrower or any  guarantor  has with Lender,  including  any  agreement  made in
connection  with the signing of this  Agreement;  (B) Borrower or any  guarantor
ceases  doing  business or is  insolvent;  (C) any  guarantor  seeks,  claims or
otherwise attempts to limit, modify or revoke such guarantor's guarantee of this
Agreement or any other loan with Lender; (D) Borrower has applied funds provided
pursuant to this Agreement for purposes  other than those  authorized by Lender;
or (E) Lender in good faith believes itself insecure.

CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of
the original  obligation or obligations,  including all agreements  evidenced or
securing  the  obligation(s),  remain  unchanged  and in full force and  effect.
Consent  by Lender to this  Agreement  does not waive  Lender's  right to strict
performance of the  obligation(s)  as changed,  nor obligate  Lender to make any
future change in terms. Nothing in this Agreement will constitute a satisfaction
of the obligation(s).  It is the intention of Lender to retain as liable parties
all makers and endorsers of the original obligation(sJ.  including accommodation
parties, unless a party is expressly released by Lender in writing. Any maker or
endorser, including accommodation makers, will not be released by virtue of this
Agreement.  If any person who signed the original  obligation does not sign this
Agreement below,  then all persons signing below acknowledge that this Agreement
is  given  conditionally,  based  on  the  representation  to  Lender  that  the
non-signing  party  consents to the changes and  provisions of this Agreement or
otherwise  will not be  released  by it.  This  waiver  applies  not only to any
initial  extension,  modification  or release,  but also to all such  subsequent
actions.
lETTER OF CREDIT.  In addition to the other  collateral for this Note,  Borrower
acknowledges  and agrees that this Note is secured by a letter of Credit  issued
to lender on its behalf by United  States  Trust  Company,  N.A.  dated June 26,
2006.  The  Change in Terms  Agreement  is  additionally  secured by a letter of
Credit issued to lender on its behalf by Union Bank of  California,  N.A.  dated
August 8,  2006,  and  Letter of Credit  issued to lender on its behalf by First
Republic Bank dated August 9, 2006.  Lender shall return the letter(s) of credit
securing the loan after the applicable preference period following the occurence
of both of the  following  (i) payment in full of all amounts  payable to Lender
under the Note and related  documents and (ii)  Borrower's  acknowledgment  that
Lender has no further  obligation  to loan amounts to Borrower  pursuant to such
documents.



<PAGE>

loan No: 400949881

                      CHANGE IN TERMS AGREEMENT {Continued}

Page 3

ADDITIONAL  REQUIREMENTS.  lender will require  borrower to open their operating
deposit  account and research and  development  account at lenders  institution.
lender will require quarterly profit and loss statements, business balance sheet
and annual tax returns from borrower.  lender will require an amount equal to 5%
of the line of credit as  compensating  balance in the operating  account.  lock
Box: lender will provide a PO Box  specifically  for borrower lock box purposes.
lender will provide daily emails  including  scanned  images of all checks being
deposited.  In addition to and not in  limitation  of other  rights of lender to
payment,  twenty-five (25) percent of all deposits received into the Account (as
defined in the Assignment of Deposit Account described above) will be applied to
the operating  line of credit and  seventy-five  (75) percent will remain in the
borrowers operating deposit account.

SUCCESSORS AND ASSIGNS.  Subject to any limitations  stated in this Agreement on
transfer of Borrower's interest,  this Agreement shall be binding upon and inure
to the benefit of the parties, their successors and assigns. If ownership of the
Collateral  becomes  vested in a person  other than  Borrower,  lender,  without
notice to Borrower,  may deal with Borrower's  successors with reference to this
Agreement  and the  Indebtedness  by way of  forbearance  or  extension  without
releasing Borrower from the obligations of this Agreement or liability under the
Indebtedness.

MISCELLANEOUS PROVISIONS. If any part of this Agreement cannot be enforced, this
fact  will not  affect  the rest of the  Agreement.  lender  may  delay or forgo
enforcing  any of its rights or remedies  under this  Agreement  without  losing
them.  Borrower  and any other  person who signs,  guarantees  or endorses  this
Agreement, to the extent allowed by law, waive presentment,  demand for payment,
and  notice of  dishonor.  Upon any change in the terms of this  Agreement,  and
unless otherwise expressly stated in writing, no party who signs this Agreement,
whether as maker, guarantor,  accommodation maker or endorser, shall be released
from  liability.  All such  parties  agree  that  lender  may  renew  or  extend
(repeatedly  and for any  length  of time)  this  loan or  release  any party or
guarantor or  collateral;  or impair,  fail to realize upon or perfect  lender's
security interest in the collateral;  and take any other action deemed necessary
by lender  without the  consent of or notice to anyone.  All such  parties  also
agree that  lender  may modify  this loan  without  the  consent of or notice to
anyone other than the party with whom the  modification is made. The obligations
under this Agreement are joint and several.

PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD All THE PROVISIONS
OF THIS AGREEMENT,  INCLUDING THE VARIABLE  INTEREST RATE  PROVISIONS.  BORROWER
AGREES TO THE TERMS OF THE AGREEMENT.

BORROWER:

REMOTEMDX, INC.

Executive

Officer

01

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<PAGE>

Citizens

          Bank' Investments 'Trust. Insurance www.citizensnational.net

CHANGE IN TERMS AGREEMENT


References  in the shaded  area are for  Lender's  use only and do not limit the
applicability  of this document to any  particular  loan or item. Any item above
containing "***,, has been omitted due to text length limitations.

Borrower:

REMOTEMDX, INC.
150 W CIVIC CENTER DRIVE SUITE 400 SANDY,UT 84070

Lender:

Citizens National Bank Main Office
127 S Side Square P.O. Box 1279 Macomb,IL 61455

Principal Amount: $4,000,000.00                       Initial Rate: 8.250%
Date of Agreement: August 7, 2006

DESCRIPTION OF EXISTING  INDEBTEDNESS.  ORIGINAL  REVOLVING LINE OF CREDIT DATED
6/26/06 IN THE AMOUNT OF $2,000,000, MONTHLY INTEREST ONLY PAYMENTS, WALL STREET
JOURNAL NATIONAL PRIME INTEREST RATE FLOATING DAILY, MATURING 6/30/07.

DESCRIPTION OF COLLATERAL.  Borrower acknowledges this Change in Terms Agreement
is secured by the  following  collateral  described in the security  instruments
listed within the  Promissory  Note: (A)  inventory,  chattel  paper,  accounts,
equipment and general  intangibles  described in Commercial  Security Agreements
dated June 26, 2006. (B) deposit accounts  described in an Assignment of Deposit
Account dated June 26, 2006.

DESCRIPTION  OF CHANGE IN TERMS.  INCREASE  EXISTING  CREDIT LINE TO $4,000,000,
ADDITIONAL COLLATERAL OF $1,000,000 LETTER OF CREDIT NO. 306S237082 - UNION BANK
OF  CALIFORNIA,  NA DATED AUGUST 8, 2006,  AND  $1,000,000  LETTER OF CREDIT NO.
77-411896-4  --FIRST REPUBLIC BANK, DATED AUGUST 9, 2006. ALL OTHER TERMS REMAIN
THE SAME.

PROMISE  TO  PAY.  REMOTEMDX,  INC.  ("Borrower")  promises  to pay to  Citizens
National  Bank  ("Lender"),  or order,  in lawful money of the United  States of
America,  the principal amount of Four Million & 00/100 Dollars  ($4,000,000.00)
or so  much  as  may be  outstanding,  together  with  interest  on  the  unpaid
outstanding principal balance of each advance. Interest shall be calculated from
the date of each advance until repayment of each advance.
PAYMENT. Borrower will pay this loan in one payment of all outstanding principal
plus all accrued  unpaid  interest on June 30, 2007. In addition,  Borrower will
pay  regular  monthly  payments of all accrued  unpaid  interest  due as of each
payment date, beginning September 1, 2006, with all subsequent interest payments
to be due on the same day of each month after that.  Unless  otherwise agreed or
required by applicable law, payments will be applied first to any accrued unpaid
interest; and then to principal.  Interest on this loan is computed on a 365/365
simple  interest  basis;  that is, by applying the ratio of the annual  interest
rate over the number of days in a year,  multiplied by the outstanding principal
balance,  multiplied  by the  actual  number of days the  principal  balance  is
outstanding. Borrower will pay Lender at Lender's address shown above or at such
other place as Lender may designate in writing.
VARIABLE INTEREST RATE. The interest rate on this loan is subject to change from
time to time based on changes in an independent index which is the Prime Rate as
published in The Wall Street Journal (the "Index"). The Index is not necessarily
the lowest rate charged by Lender on its loans. If the Index becomes unavailable
during the term of this loan,  Lender may  designate  a  substitute  index after
notifying  Borrower.  Lender  will tell  Borrower  the  current  Index rate upon
Borrower's request. The interest rate change will not occur more often than each
day.  Borrower  understands  that  Lender may make loans based on other rates as
well. The Index  currently is 8.250% per annum.  The interest rate to be applied
to the unpaid principal  balance during this loan will be at a rate equal to the
Index,  resulting  in an  initial  rate of 8.250% per  annum.  NOTICE:  Under no
circumstances  will the interest rate on this loan be more than the maximum rate
allowed by applicable law.
PREPAYMENT;  MINIMUM INTEREST CHARGE. In any event, even upon full prepayment of
this  Agreement,  Borrower  understands  that  Lender is  entitled  to a minimum
interest charge of $100.00.  Other than Borrower's obligation to pay any minimum
interest charge, Borrower may pay without penalty all or a portion of the amount
owed earlier than it is due. Early payments will not, unless agreed to by Lender
in  writing,  relieve  Borrower  of  Borrower's  obligation  to continue to make
payments of accrued  unpaid  interest.  Rather,  early  payments will reduce the
principal  balance due. Borrower agrees not to send Lender payments marked "paid
in full",  "without  recourse",  or similar  language.  If Borrower sends such a
payment,  Lender may accept it without losing any of Lender's  rights under this
Agreement,  and Borrower will remain obligated to pay any further amount owed to
Lender. All written  communications  concerning disputed amounts,  including any
check or other payment  instrument  that indicates that the payment  constitutes
"payment in full" of the amount owed or that is tendered  with other  conditions
or limitations or as full  satisfaction  of a disputed  amount must be mailed or
delivered to: Citizens  NationalBank,Main  Office,  127 S Side Square,  P.O. Box
1279, Macomb, IL 61455.
LATE  CHARGE.  If a payment  is 10 days or more late,  Borrower  will be charged
5.000% of the regularly scheduled payment or $25.00, whichever is less.
INTEREST  AFTER  DEFAULT.  Upon  default,  including  failure  to pay upon final
maturity,  the  interest  rate on this loan shall be  increased  to 15.000%  per
annum.  However,  in no event will the interest rate exceed the maximum interest
rate limitations under applicable law.
DEFAULT.  Each of the following shall  constitute an Event of Default under this
Agreement:
Payment  Default.  Borrower  fails  to make  any  payment  when  due  under  the
Indebtedness.
Other  Defaults.  Borrower  fails to comply  with or to perform  any other term,
obligation,  covenant or condition  contained in this Agreement or in any of the
Related Documents or to comply with or to perform any term, obligation, covenant
or condition contained in any other agreement between Lender and Borrower. False
Statements.  Any  warranty,  representation  or  statement  made or furnished to
Lender by Borrower or on Borrower's  behalf under this  Agreement or the Related
Documents is false or misleading in any material  respect,  either now or at the
time made or furnished or becomes false or  misleading  at any time  thereafter.
Insolvency.  The  dissolution or termination of Borrower's  existence as a going
business, the insolvency of Borrower, the appointment of a receiver for any part
of Borrower's property, any assignment for the benefit of creditors, any type of
creditor workout,  or the commencement of any proceeding under any bankruptcy or
insolvency laws by or against Borrower.

Creditor or Forfeiture  Proceedings.  Commencement  of foreclosure or forfeiture
proceedings,  whether by judicial  proceeding,  self-help,  repossession  or any
other method, by any creditor of Borrower or by any governmental  agency against
any collateral securing the Indebtedness.  This includes a garnishment of any of
Borrower's  accounts,  including deposit accounts,  with Lender.  However,  this
Event of Default shall not apply if there is a good faith dispute by Borrower as
to the  validity  or  reasonableness  of the  claim  which  is the  basis of the
creditor or forfeiture proceeding and if Borrower gives Lender written notice of



<PAGE>

Loan No: 400949881

                      CHANGE IN TERMS AGREEMENT (Continued)

Page 2


the  creditor or  forfeiture  proceeding  and deposits  with Lender  monies or a
surety bond for the creditor or forfeiture  proceeding,  in an amount determined
by Lender, in its sole discretion,  as being an adequate reserve or bond for the
dispute.  Events  Affecting  Guarantor.  Any of the preceding events occurs with
respect to any guarantor, endorser, surety, or accommodation party of any of the
Indebtedness or any guarantor,  endorser, surety, or accommodation party dies or
becomes incompetent, or revokes or disputes the validity of, or liability under,
any  Guaranty  of the  Indebtedness  evidenced  by this Note.  In the event of a
death,  Lender,  at its option,  may, but shall not be required  to,  permit the
guarantor's estate to assume  unconditionally  the obligations arising under the
guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of
Default.  Change In Ownership.  Any change in ownership of  twenty-five  percent
(25%) or more of the  common  stock of  Borrower.  Adverse  Change.  A  material
adverse change occurs in Borrower's financial condition,  or Lender believes the
prospect of payment or performance of the Indebtedness is impaired.

Insecurity. Lender in good faith believes itself insecure.
LENDER'S  RIGHTS.  Upon default,  Lender may declare the entire unpaid principal
balance under this Agreement and all accrued unpaid  interest  immediately  due,
and then Borrower will pay that amount.
ATTORNEYS' FEES;  EXPENSES.  Lender may hire or pay someone else to help collect
this  Agreement if Borrower does not pay.  Borrower will pay Lender that amount.
This includes,  subject to any limits under applicable law, Lender's  attorneys'
fees and Lender's legal expenses,  whether or not there is a lawsuit,  including
attorneys'  fees,  expenses for  bankruptcy  proceedings  (including  efforts to
modify  or  vacate  any  automatic  stay or  injunction),  and  appeals.  If not
prohibited  by  applicable  law,  Borrower  also  will pay any court  costs,  in
addition to all other sums provided by law.
JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any
action, proceeding, or counterclaim brought by either Lender or Borrower against
the other.
GOVERNING  LAW.  This  Agreement  will be governed by federal law  applicable to
Lender and, to the extent not preempted by federal law, the laws of the State of
Illinois  without regard to its conflicts of law provisions.  This Agreement has
been accepted by Lender in the State of Illinois.

CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to
submit to the jurisdiction of the courts of McDonough County, State of Illinois.
RIGHT OF SETOFF.  To the extent  permitted by applicable  law, Lender reserves a
right of  setoff in all  Borrower's  accounts  with  Lender  (whether  checking,
savings,  or some other  account).  This  includes all accounts  Borrower  holds
jointly  with  someone  else and all  accounts  Borrower may open in the future.
However,  this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower  authorizes Lender, to the
extent  permitted by  applicable  law, to charge or setoff all sums owing on the
debt against any and all such accounts.

COLLATERAL.  Collateral  securing  other  loans with Lender may also secure this
loan. To the extent collateral previously has been given to Lender by any person
which may secure  this  Indebtedness,  whether  directly  or  indirectly,  it is
specifically  agreed that, to the extent  prohibited by law, all such collateral
consisting of household goods will not secure this Indebtedness. In addition, if
any  collateral  requires  the giving of a right of  rescission  under  Truth in
Lending  for this  Indebtedness,  such  collateral  also  will not  secure  this
Indebtedness  unless  and until all  required  notices  of that  right have been
given.
LINE OF CREDIT.  This Agreement  evidences a revolving line of credit.  Advances
under this Agreement may be requested only in writing by Borrower or as provided
in this paragraph. All communications,  instructions, or directions by telephone
or  otherwise to Lender are to be directed to Lender's  office shown above.  The
following  persons  currently  are  authorized,   except  as  provided  in  this
paragraph,  to request advances and authorize  payments under the line of credit
until Lender receives from Borrower,  at Lender's  address shown above,  written
notice of revocation of their authority:  DAVID DERRICK, Chief Executive Officer
of REMOTEMDX,  INC.; CHAD OLSEN,  Controller of REMOTEMDX,  INC.; MICHAEL ACTON,
Chief  Financial  Officer of REMOTEMDX,  INC.;  and JAMES  DALTON,  President of
REMOTEMDX,  INC.  Draws to be taken on approved  invoices  presented to Citizens
National Bank from the following companies: CP Baker Securities, Inc, RemoteMDx,
Inc.,  Dynamic Source  Manufacturing  and Advanta Design Group,  Inc. Lender may
advance  funds under this note to (i) pay itself  interest.  (ii) make  deposits
into the  Account  (as  defined  below) if it  contains  less than the  required
compensating balance, and (iii) to pay itself fees and other amounts that may be
owed to it.  Borrower  agrees to be liable for all sums either:  (A) advanced in
accordance with the instructions of an authorized  person or (B) credited to any
of Borrower's  accounts with Lender.  The unpaid principal balance owing on this
Agreement at any time may be evidenced by  endorsements  on this Agreement or by
Lender's internal records, including daily computer print-outs. Lender will have
no  obligation  to advance  funds under this  Agreement  if: (A) Borrower or any
guarantor is in default under the terms of this  Agreement or any agreement that
Borrower or any  guarantor  has with Lender,  including  any  agreement  made in
connection  with the signing of this  Agreement;  (B) Borrower or any  guarantor
ceases  doing  business or is  insolvent;  (C) any  guarantor  seeks,  claims or
otherwise attempts to limit, modify or revoke such guarantor's guarantee of this
Agreement or any other loan with Lender; (D) Borrower has applied funds provided
pursuant to this Agreement for purposes  other than those  authorized by Lender;
or (E) Lender in good faith believes itself insecure.
CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of
the original  obligation or obligations,  including all agreements  evidenced or
securing  the  obligation(s),  remain  unchanged  and in full force and  effect.
Consent  by Lender to this  Agreement  does not waive  Lender's  right to strict
performance of the  obligation(s)  as changed,  nor obligate  Lender to make any
future change in terms. Nothing in this Agreement will constitute a satisfaction
of the obligation(s).  It is the intention of Lender to retain as liable parties
all makers and endorsers of the original obligation(s),  including accommodation
parties, unless a party is expressly released by Lender in writing. Any maker or
endorser, including accommodation makers, will not be released by virtue of this
Agreement.  If any person who signed the original  obligation does not sign this
Agreement below,  then all persons signing below acknowledge that this Agreement
is  given  conditionally,  based  on  the  representation  to  Lender  that  the
non-signing  party  consents to the changes and  provisions of this Agreement or
otherwise  will not be  released  by it.  This  waiver  applies  not only to any
initial  extension,  modification  or release,  but also to all such  subsequent
actions.
LETTER OF CREDIT.  In addition to the other  collateral for this Note,  Borrower
acknowledges  and agrees that this Note is secured by a Letter of Credit  issued
to Lender on its behalf by United  States  Trust  Company,  N.A.  dated June 26,
2006.  The  Change in Terms  Agreement  is  additionally  secured by a Letter of
Credit issued to Lender on its behalf by Union Bank of  California,  N.A.  dated
August 8,  2006,  and  Letter of Credit  issued to Lender on its behalf by First
Republic Bank dated August 9, 2006.  Lender shall return the letter(s) of credit
securing the loan after the applicable preference period following the occurence
of both of the  following  (i) payment in full of all amounts  payable to Lender
under the Note and related  documents and (ii)  Borrower's  acknowledgment  that
Lender  has no  further obligation to  loan amounts to Borrower pursuant to such
documents.



<PAGE>

loan No: 400949881

                      CHANGE IN TERMS AGREEMENT {Continued}

Page 3


ADDITIONAL  REQUIREMENTS.  Lender will require  borrower to open their operating
deposit  account and research and  development  account at lenders  institution.
Lender will require quarterly profit and loss statements, business balance sheet
and annual tax returns from borrower.  Lender will require an amount equal to 5%
of the line of credit as  compensating  balance in the operating  account.  Lock
Box: Lender will provide a PO Box  specifically  for borrower lock box purposes.
Lender will provide daily emails  including  scanned  images of all checks being
deposited.  In addition to and not in  limitation  of other  rights of Lender to
payment,  twenty-five (25) percent of all deposits received into the Account (as
defined in the Assignment of Deposit Account described above) will be applied to
the operating  line of credit and  seventy-five  (75) percent will remain in the
borrowers operating deposit account.
SUCCESSORS AND ASSIGNS.  Subject to any limitations  stated in this Agreement on
transfer of Borrower's interest,  this Agreement shall be binding upon and inure
to the benefit of the parties, their successors and assigns. If ownership of the
Collateral  becomes  vested in a person  other than  Borrower,  Lender,  without
notice to Borrower,  may deal with Borrower's  successors with reference to this
Agreement  and the  Indebtedness  by way of  forbearance  or  extension  without
releasing Borrower from the obligations of this Agreement or liability under the
Indebtedness.
MISCELLANEOUS PROVISIONS. If any part of this Agreement cannot be enforced, this
fact  will not  affect  the rest of the  Agreement.  Lender  may  delay or forgo
enforcing  any of its rights or remedies  under this  Agreement  without  losing
them.  Borrower  and any other  person who signs,  guarantees  or endorses  this
Agreement, to the extent allowed by law, waive presentment,  demand for payment,
and  notice of  dishonor.  Upon any change in the terms of this  Agreement,  and
unless otherwise expressly stated in writing, no party who signs this Agreement,
whether as maker, guarantor,  accommodation maker or endorser, shall be released
from  liability.  All such  parties  agree  that  Lender  may  renew  or  extend
(repeatedly  and for any  length  of time)  this  loan or  release  any party or
guarantor or  collateral;  or impair,  fail to realize upon or perfect  Lender's
security interest in the collateral;  and take any other action deemed necessary
by Lender  without the  consent of or notice to anyone.  All such  parties  also
agree that  Lender  may modify  this loan  without  the  consent of or notice to
anyone other than the party with whom the  modification is made. The obligations
under this Agreement are joint and several.

PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS
OF THIS AGREEMENT,  INCLUDING THE VARIABLE  INTEREST RATE  PROVISIONS.  BORROWER
AGREES TO THE TERMS OF THE AGREEMENT.

BORROWER:

REMOTEMDX, INC.

By: COpy
--------
DAVID DERRICK, Chief REMOTEMDX, INC.

Executive

Officer

of

LASER PRO L"d'og.  V".  5.32.10.003  Cop,. """od F'o'od,'  SO'""oo,.  '00. 1997.
2006. All Righ" R.,.,..d. - IL G"eFIILPLlD2De.Fe 7R-2625 PR-29