License Agreement

           This License Agreement (this "Agreement"), dated effective as of
April __, 2002 (the "Effective Date") is between RemoteMDx, Inc., a Utah
corporation with its principal place of business at 5095 West 2100 South, Salt
Lake City, Utah 84120 ("RemoteMDx"), SecureAlert, Inc., a Utah corporation with
its principal place of business at 109 David Lane, Knoxville, Tennessee 37922, a
wholly owned subsidiary of RemoteMDx, ("SecureAlert") (RemoteMDx and SecureAlert
are sometimes collectively referred to herein as "Licensor") and Matsushita
Electric Works, Ltd., a Japanese company with its principal place of business at
1048 Oaza Kadoma, Kadoma-shi, Osaka-Fu, Japan ("MEW").

                                    Recitals:

         A. RemoteMDx, SecureAlert and MEW are parties to the Letter of Intent
entered into on February 14, 2002 ("LOI") pursuant to which the parties agreed
to negotiate in good faith a definitive license agreement. This Agreement is the
definitive license agreement referenced in the LOI.
         B.       MEW desires to acquire the exclusive worldwide license under
the Patents as defined below.
         C.       Licensor is willing to grant MEW such patent license stated
above upon the terms and conditions hereinafter recited.

         In consideration of the payment of Ten Dollars (US $10.00), the mutual
covenants and agreements of the parties set forth herein, and other good and
valuable consideration, the sufficiency of which the parties acknowledge,
Licensor and MEW agree as follows:

                                   Agreements:
1.       General Definitions

1.1      "Affiliate" of any person means any person that controls, is controlled
         by, or is under common control with such person. As used herein,
         "control" means the possession, directly or indirectly, of the power to
         direct or cause the direction of the management and policies of such
         entity, whether through ownership of voting securities or other
         interests, by contract or otherwise.

1.2      "Business Day" means a day on which banks in the State of Utah, USA are
         open for business.

1.3      "Call Center" means a service center staffed by operators providing
         certain services to Customers, as further described in Section 4.

1.4      "Confidential Information" means the substantive terms of this
         Agreement, non-public business and technology information, trade
         secrets, information about current or proposed products, pricing and
         marketing strategies, competitive or market analysis and data,
         statistics on product performance, customer list and other information
         relating to business plans, strategies and processes of each party, any
         written materials marked as confidential and any other information,
         including visual or oral information, which reasonably should be
         understood to be confidential. Confidential Information does not
         include information that a party can prove: (a) is now or later becomes
         generally available to the public without fault of the party who
         received such information ("Recipient") from the other party
         ("Discloser"); (b) was rightfully in Recipient's possession prior to
         its disclosure by Discloser; (c) is independently developed by
         Recipient without the use of any Confidential Information of Discloser;
         or (d) is obtained by Recipient without obligation of confidentiality
         from a third party who has the right to disclose it.


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1.5      "Customers" mean end-user customers who purchase Products and enter
         into a written agreement to obtain Call Center services, either from
         Licensor or from an unrelated third party.

1.6      "Customer Agreement" means a written agreement, in a commercially
         reasonable form, between each Customer and the party providing Call
         Center services, enabling each Customer to use the Product to receive
         such services. If Licensor (or a third party under contract with
         Licensor) is not the party providing Call Center services to the
         Customer, the Customer Agreement shall contain disclaimers of
         warranties and liabilities, standard for the industry, protecting
         Licensor as the holder of the Patents. If Licensor (or a third party
         under contract with Licensor) is the party providing Call Center
         services to the Customer, the Customer Agreement shall be between
         Licensor and the Customer and shall be in a form approved by Licensor.

1.7      "Net Selling Price" means the gross selling price of the Products as
         invoiced and received by MEW, less credits for returned goods.

1.8      "Patents" means those patents of Licensor listed on the attached
         Exhibit 1 related to wireless telephone devices, and shall include all
         divisions, renewals, continuations, provisionals, continuations-in-part
         of such patents, and all reissues, reexaminations, and extensions
         thereof. Exhibit 1 is incorporated in and made a part hereof by this
         reference and shall be updated from time to time during the term of
         this Agreement.

1.9      "Products" means wireless telephone devices that are manufactured by
         MEW (and its permitted subcontractors or sublicensees) under this
         Agreement, which include inventions covered by the Patents.

1.10     "Resellers" means MEW's distributors, resellers and retailers, who
         enter into an agreement with MEW permitting them to sell Products
         directly or indirectly to end-user Customers.

1.11     "VA" means the United States of America Veteran's Administration.

2.       License

2.1      Grant of License. Licensor grants to MEW a nontransferable, worldwide,
         exclusive (as defined in Section 2.2 below) license under the Patents
         to use, manufacture, have manufactured, market, distribute and sell the
         Products under the terms of this Agreement. The license granted to MEW
         under this Section 2.1 includes the right to grant sublicenses as set
         forth in Section 2.3, below. It is expressly understood by MEW that the
         license granted under this Section 2.1 does not include the license or
         right to use, manufacture, sell or distribute any product utilizing or
         incorporating the Licensor's Travel Guardian III line of wireless
         devices and related technology, and Licensor reserves all rights with
         respect to the Travel Guardian III technology.

2.2      Exclusivity. The license granted to MEW under Section 2.1 above is
         exclusive as to all third parties. As a result, provided that MEW is
         not in breach under this Agreement, during the term of this Agreement,
         Licensor shall not grant any license under the Patents to any third
         party that would conflict or compete with the license granted to MEW
         under Section 2.1, above. Notwithstanding the foregoing, nothing in


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         this Agreement shall be construed to prevent Licensor from directly
         selling its products and services in any market worldwide. .

2.3      MEW's Right to Sublicense. In accordance with provisions as set forth
         in sub-paragraph 2.3.1 and 2.3.2 below, MEW may grant sublicenses to
         third parties under this Agreement. MEW may negotiate the terms and
         conditions of such sublicense arrangements; provided, however, that all
         such arrangements shall be the subject of a written sublicense
         agreement containing terms that are consistent with the rights of MEW
         under this Agreement.

         2.3.1    Sublicenses Relating to Sales of Products to the VA. MEW may
                  grant sublicenses to third parties for the manufacture and
                  sale of Products for sale to or under contracts entered into
                  with, the VA.

         2.3.2    Sublicenses For Non-VA Sales.  Subject to prior approval of
                  Licensor, MEW may grant sublicenses to third parties for the
                  manufacture and sale of Products regardless of the intended
                  end user thereof.  Such approval will not be unreasonably
                  withheld.

         2.3.3    Approval of Sublicensees. If MEW desires to grant a sublicense
                  of part or all of its rights under this Agreement as provided
                  in Section 2.3.2, MEW shall first give written notice thereof
                  to Licensor. The notice under this Section shall identify the
                  proposed sublicensee and the terms and conditions proposed for
                  such sublicense agreement. Licensor shall advise MEW of its
                  decision of approval or disapproval within ten (10) Business
                  Days after receipt of MEW's written notice given under this
                  Section.

2.4      Ownership. Subject to the licenses and rights granted to MEW herein,
         the parties acknowledge that Licensor owns all right, title and
         interest in and to the Patents, all related inventions, ideas,
         processes, software and technology, and all documentation provided by
         Licensor, including all intellectual property rights in the foregoing.
         Nothing in this Agreement shall be construed to grant either party any
         rights in and to any software, technology, intellectual property or
         other property of the other, except as expressly provided herein.
         Licensor reserves all rights not expressly granted herein.

3.       Call Center Services.   Where Licensor is engaged to provide telematics
         services to Customers who purchase a Product through MEW or one of its
         Resellers, and the Customer signs a Customer Agreement with Licensor,
         the following procedures will generally apply: When the Customer
         presses the button on the Product, if the Product is programmed to call
         one of Licensor's Call Centers, the Customer will automatically be
         connected to such Call Center.  Call Centers will be staffed by
         operators who will provide emergency response services, GPS
         location-related services, concierge services (e.g., restaurant
         reservations, phone directory assistance), and/or other agreed-upon
         services, as set forth in the applicable Customer Agreements. The
         parties agree that Licensor will provide Customer support with respect
         to technology or service issues if the Customer is has entered into a
         Customer Agreement under which Licensor is providing the Customer's
         Call Center services, and that MEW or the designated third party Call
         Center shall otherwise be responsible for Customer support.

4.       Provider of MINs. Licensor shall be the preferred provider of mobile
         identification numbers ("MINs") for cellular access, and Call Center
         services for MEW's Products and for other MEW products in the USA.
         Arrangements in connection therewith between the parties hereto shall
         be on terms and conditions of an appropriate agreement ("Call Center
         Services Agreement") to be entered into on a case-by-case basis. MEW
         agrees to introduce the Licensor to all third party purchasers of
         Product as its preferred supplier of MINs and Call Center Services in
         the USA.

5.       Covenants Not to Compete. During the term of this Agreement and for a
         period of eighteen (18) months thereafter, MEW and its Affiliates
         hereby covenant not to compete with Licensor by marketing, distributing
         or selling products competing with the Products to the key customers or
         in the sales channels listed in Exhibit 2, Part A. Such Exhibit 2 may
         be revised or replaced with a new one from time to time based on mutual
         agreement between the parties hereto. Nothing in this Agreement shall
         be construed as limiting Licensor's remedies at law or in equity for a
         breach of this Section 5 and MEW acknowledges that its breach of this


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         covenant may cause irreparable and immediate harm to Licensor.
6.       Public Announcements. Each party has the right to review and approve,
         prior to publication, the content of any press releases or public
         communications issued by the other party relating to this Agreement.
         Approval shall not be unreasonably withheld or delayed beyond five (5)
         Business Days from receipt of finished copy, or an otherwise mutually
         agreed upon time. The parties agree to reasonably cooperate with each
         other in providing appropriate quotes and other requested information
         for press releases.

7.       Consideration.

7.1      Royalties Generally. MEW agrees to pay to Licensor a royalty ("Royalty
         Fee") equal to one percent (1%) of Net Selling Price of all Products
         sold by MEW or its sublicensees, in countries where the Patents or any
         of them are registered and issued, during the term of this Agreement;
         subject, however, to the exceptions set forth below.

7.2      Special Considerations.  Notwithstanding the payment obligations
         established by Section 7.1, the following
         special considerations will alter the terms governing the payment of
         Royalty Fees under this Agreement:

         7.2.1    VA Sales. No Royalty Fee shall be payable with respect to
                  sales of Products to or by agreement with the VA, whether by
                  MEW or any authorized sublicensee of MEW as provided in
                  Section 2.3.1 of this Agreement.

         7.2.2    Call Center Sales and MINs. No Royalty Fee shall be payable
                  (1) with respect to Products incorporating MINs provided by
                  Licensor as described in Section 3 of this Agreement, (2) with
                  respect to Products sold to customers in any market covered by
                  an effective Call Center Services Agreement entered into with
                  Licensor as contemplated by Section 4 of this Agreement or (3)
                  with respect to Products sold to customers in any market
                  covered by a Call Center services provided by a third party
                  who adopts Licensor's Telematics Operating Program owing to
                  MEW's effort.

         7.2.3    Sublicenses. Royalty Fees payable in connection with
                  sublicenses granted by MEW under Section 2.3.2 of this
                  Agreement will be at such rates and on such terms as
                  negotiated and agreed by the parties at the time such
                  sublicense agreements are entered into by MEW. Unless
                  otherwise agreed, the rate of such Royalty Fees payable to
                  Licensor under the sublicenses shall be the same as the rate
                  stated in Section 7.1 of this Agreement.

7.3      Products sold to Licensor. No Royalty Fee shall be payable by MEW with
         respect to Products sold directly to Licensor by MEW or to Licensor
         through Resellers.

7.4      Payment Procedure. All Royalty Fees payable to Licensor under this
         Agreement shall be due and payable within thirty (30) days after the
         end of May and November of each calendar year during the term of this
         Agreement. Each month MEW shall submit to Licensor a written report in
         the English language, setting forth in reasonable detail the number of
         Products sold during the month and the amounts received by MEW in
         connection with the sale or distribution of such Products, specifying
         in each case whether or not Royalty Fees are payable with respect to
         the Products as provided in Sections 7.1 through 7.3, above. All
         amounts shall be shown in Japanese Yen and U.S. dollar equivalents as
         of the date of the report. The report shall be received by Licensor no
         later than fifteen (15) Business Days following the last day of the
         month to which the report relates. Royalty Fees will be accompanied by


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         a report summarizing all information from the monthly reports relevant
         to the six-month period covered by the payment. All payments due under
         this Agreement shall be made in US dollars calculated on the basis of
         the foreign exchange rate adopted by an authorized foreign exchange
         bank in Japan acceptable to Licensor, on the day each such payment is
         made. The parties agree that any payment required under this Agreement
         may be made and remitted by bank wire or electronic funds transfer to
         Licensor's account number as from time to time directed by Licensor;
         provided, however, that receipt of funds is complete no later than the
         date for payment described in the first sentence of this Section 7.4.
         If MEW elects to make payment by bank wire or electronic funds
         transfer, it shall be solely responsible for any and all bank charges
         and other expenses imposed by its bank in connection with the
         remittance of Royalty Fees in such manner. Licensor shall be
         responsible for similar charges imposed by its receiving bank. Any
         Royalty Fee payment that is not received by Licensor within two (2)
         Business Days of the date such payment is due will bear interest at
         twelve percent (12%) per annum or the highest rate permitted by law,
         whichever is less.

7.5      Tax. MEW shall be responsible for the collection and payment of all
         sales, use, excise, value added, and other federal, state or local
         taxes, tariffs, customs, duties or assessments imposed or levied by any
         taxing authority in connection with its sale of Products, excluding,
         however, any income tax imposed on Licensor by the United States or by
         the government of Japan with respect to the Royalty Fees payable under
         this Agreement. MEW shall, if required by applicable law in Japan,
         withhold from the payment of Royalty Fees under this Agreement, amounts
         allowed by treaty between the United States and Japan and shall pay
         such amounts as required by such laws on the account and in the behalf
         of Licensor and for its benefit; provided, however, that MEW shall
         cooperate with Licensor in achieving the lowest effective withholding
         rate permitted under such treaties or laws as may be applicable under
         this Agreement. MEW shall provide Licensor, without delay, a
         certificate showing each such payment of tax issued by the relevant
         authorities of the government of Japan with an accurate English
         translation thereof. MEW shall defend, indemnify, and hold Licensor
         harmless from any and all claims or liability arising out of MEW's
         failure to property withhold or remit such taxes as provided under this
         Section 7.5.

7.6      Record keeping and Audit of Royalty Fees. During the term of this
         Agreement, and for a reasonable period following the termination of
         this Agreement, but in any event not less than five (5) years from the
         end of the calendar year in question, MEW shall keep true and accurate
         records, files and books of account containing all the data reasonably
         required for the full computation and verification of the amounts paid
         each year this Agreement is in effect, including all amounts paid to
         Licensor and the information and documentary support for the
         information included in the reports provided for in Section 7.4 above.
         MEW shall, during the term of this Agreement, permit Licensor or its
         designee to inspect the same for the sole purpose of determining
         accuracy of the amounts of the Royalty Fees paid and payable to
         Licensor by MEW under this Agreement. Any such inspection shall take
         place not more frequently than once each calendar year, at the office
         of MEW during normal business hours and at Licensor's expense;
         provided, however, that in the event such audit reveals that Royalty
         Fees payable under this Agreement were underreported or underpaid by 5%
         or more during any period covered by the audit, then MEW will pay the
         cost of the audit, including the reasonable travel and lodging expenses
         of Licensor's personnel and those of Licensor's auditor who perform
         such audit.

8.       Term and Termination.

8.1      Term. This Agreement shall continue in full force and effect from the
         Effective Date, subject to termination as set forth below, until the
         date of expiration of the last of the Patents to expire.


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8.2      Termination for Cause. Either party may terminate this Agreement if the
         other party commits a material breach of this Agreement and fails to
         cure such breach within sixty (60) days after the receipt of written
         notice of such breach (except for breaches by a party of the
         confidentiality obligations or payment obligations, for which the
         period will be thirty (30) days after receipt by the breaching party of
         written notice of such breach).

8.3      Effect of Termination.  Upon termination of this Agreement, the parties
         agree as follows:

         8.3.1    In the event of termination of this Agreement due to a breach
                  by MEW, all rights of MEW under this Agreement will also
                  terminate and MEW shall cease manufacturing, distributing and
                  marketing of Products to Customers; provided, however that MEW
                  may continue to distribute its inventory of Products in order
                  to dispose of its inventory and to fulfill binding agreements
                  or purchase orders for the Products outstanding at the date of
                  termination.

         8.3.2    In the event of a breach by Licensor, if MEW elects to
                  terminate this Agreement under Section 8.2, then MEW may, for
                  a period of eighteen (18) months following such termination,
                  continue to sell all remaining Products, but without the
                  obligation to pay Royalty Fees.

         8.3.3    Each party shall promptly return to the other party or destroy
                  (and provide evidence of such destruction of) all Confidential
                  Information of the other party then in its possession.

         8.3.4    All Customer Agreements with respect to the Products shall
                  continue to be honored by both parties throughout the
                  remainder of the term of such agreements, provided that the
                  Customer pays all applicable fees.

         8.3.5    In addition to where it is so stated, it is agreed that
                  Sections 2.5, 5, 7.1, 7.2, 7.3 and 7.4 (with respect to unpaid
                  amounts as of the date of termination and any Products
                  distributed after termination), 7.5, 7.6, 8.3, 9.3 (limitation
                  of warranties), and 10 through 15 shall survive termination of
                  this Agreement.

         8.3.6    All sublicenses granted by MEW will terminate on the date this
                  Agreement is terminated for any reason.

8.4      Bankruptcy.  In the event (a) SecureAlert ceases business operations
         generally, (b) SecureAlert makes an assignment for the benefit of
         creditors, (c) an order is entered as to SecureAlert under Title 11 or
         Title 7 of the United States Code (the "Bankruptcy Code"), (d)
         SecureAlert is unable to pay its debts as they come due, (e)
         SecureAlert initiates any action under any insolvency,  bankruptcy, or
         similar law for the purpose of SecureAlert's bankruptcy,
         reorganization, or liquidation, or (f) a general receiver or trustee in
         bankruptcy is appointed for SecureAlert's business, then the license
         granted to MEW licenses under Section 2 of this Agreement shall
         continue for the term set forth in Section 8.1, subject to MEW's
         ongoing compliance with the Royalty Fee payment provisions of Section 7
         of this Agreement. The parties specifically acknowledge that they are
         subject to the provisions of Section 365(n) of the Bankruptcy Code,
         pursuant to which, if SecureAlert's bankruptcy trustee elects to reject
         this Agreement, MEW is nevertheless permitted to elect to retain the
         license as to the Patents, subject to its compliance with the Royalty
         Fee payment obligations with respect thereto.


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9.    Representations and Warranties.

9.1      By Licensor.  Licensor represents and warrants to MEW:

         (a)      that it has the power and authority to perform its obligations
                  under this Agreement, and such performance will not breach any
                  separate agreement by which Licensor is bound;

         (b)      that Licensor is the sole owner of the Patents and that
                  Licensor shall use commercially reasonable efforts to
                  diligently maintain the Patents in good force and keep MEW
                  informed of any change in or action affecting the validity of
                  the Patents during the term of this Agreement.

9.2      By MEW.  MEW warrants and represents to Licensor that:

         (a)      it has the power and authority to perform its obligations
                  under this Agreement, and such performance will not breach any
                  separate agreement by which MEW is bound;

         (b)      it will comply with the laws, rules and regulations of all
                  applicable countries in connection with its distribution of
                  the Products, including all applicable export laws and
                  controls; and

         (c)      it will not make any representations or claims about Licensor
                  or the Patents except those contained in Licensor's
                  promotional literature or specifically authorized in writing
                  by Licensor.

9.3      LIMITATION OF WARRANTIES. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS
         SECTION 9, EACH PARTY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES,
         CONDITIONS AND REPRESENTATIONS, INCLUDING BUT NOT LIMITED TO IMPLIED
         WARRANTIES, CONDITIONS AND REPRESENTATIONS OF FITNESS FOR ANY
         PARTICULAR PURPOSE OR INTENDED USE, NON-INFRINGEMENT OF THIRD PARTY
         RIGHTS, AND MERCHANTABILITY.

10.      Indemnification.

10.1     By Licensor. Licensor will indemnify, defend and hold harmless MEW
         against losses, liabilities, claims, obligations, costs, expenses
         (including reasonable attorneys' fees) which result from, arise in
         connection with or are related in any way to any third party claim
         based upon (a) any breach or alleged breach by Licensor of any of
         Licensor's representations and warranties set forth herein; or (b) the
         misrepresentations, errors or omissions of Licensor or its
         representatives; or (c) any claim or allegation that the Patents
         violate or infringe any United States patent, copyright, or trade
         secret of any third party.

10.2     By MEW. MEW will indemnify, defend and hold harmless Licensor against
         losses, liabilities, claims, obligations, costs, expenses (including
         reasonable attorneys' fees) which result from, arise in connection with
         or are related in any way to any third party claim based upon (a) any
         breach or alleged breach by MEW of any of MEW's representations and
         warranties set forth herein; or (b) the misrepresentation, error or
         omission of MEW or its representatives or (c) any claim or allegation
         that MEW's Products violate or infringe any patent, copyright,
         trademark or trade secret of any third party (other than with respect
         to Licensor's Patents therein, to the extent covered by Section 10.1
         above).

10.3     Procedure. The obligations of this Section 10 are contingent on the
         indemnified party (a) giving the indemnifying party prompt written
         notice of any such claim; (b) providing reasonable cooperation in the


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         defense and all related settlement negotiations; and (c) agreeing that
         the indemnifying party shall have sole control over the litigation or
         settlement of such claim.

10.4     Resolution of Infringement Issues. If any part of the Patents is
         finally held by a court of competent jurisdiction or believed by
         Licensor to infringe a claim for which Licensor is required to
         indemnify MEW under Section 10.1, Licensor shall use commercially
         reasonable efforts to obtain a license under the rights that have been
         infringed, to modify the infringing item so it is non-infringing or to
         provide to MEW a substitute item that is non-infringing; provided that
         if such options are not commercially reasonable, Licensor may terminate
         the license hereunder with respect to the infringing material upon
         written notice to MEW.

10.5     THIS SECTION 10 STATES THE PARTIES' ENTIRE OBLIGATION WITH RESPECT TO
         ANY CLAIM FOR INFRINGEMENT OR MISAPPROPRIATION OF ANY THIRD PARTY
         INTELLECTUAL PROPERTY RIGHTS.

11.      Limitation of Liability. LICENSOR SHALL NOT BE RESPONSIBLE TO MEW OR

         ANY  CUSTOMER  FOR ANY DELAY,  INTERRUPTION,  DEFECT OR FAILURE IN THE
         PATENTS OR SERVICES PROVIDED BY LICENSOR IN CONNECTION  THEREWITH THAT
         ARE  CAUSED  BY   EQUIPMENT   FAILURE,   ACTS  OF   NATURE,   STRIKES,
         TELECOMMUNICATIONS  FAILURES,  ACCESS  PROBLEMS OR OTHER CAUSES BEYOND
         LICENSOR'S REASONABLE CONTROL. IN NO EVENT SHALL LICENSOR BE LIABLE TO
         MEW OR TO ANY  RESELLER,  CUSTOMER OR THIRD PARTY FOR ANY  INCIDENTAL,
         CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF THE PATENTS
         OR LICENSOR'S SERVICES, INCLUDING PERSONAL INJURY, DAMAGES TO PROPERTY
         OR LOST  PROFITS,  WHETHER  LIABILITY  IS ASSERTED IN CONTRACT OR TORT
         (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABLITY) AND IRRESPECTIVE OR
         WHETHER  LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS
         OR DAMAGE.  IN NO EVENT SHALL THE AGGREGATE  LIABILITY OF LICENSOR FOR
         ANY CLAIMS OR  DAMAGES  ARISING  OUT OF OR  RELATED TO THIS  AGREEMENT
         EXCEED THE TOTAL OF THE AMOUNTS  PAID TO LICENSOR BY MEW IN THE TWELVE
         (12) MONTH PERIOD  IMMEDIATELY  PRECEDING THE EVENT WHICH GAVE RISE TO
         THE CLAIM.


12.      Confidential Information.

12.1     Use and Disclosure. Each party (as Recipient of Confidential
         Information from the other party, as Discloser) agrees that it shall
         not disclose to any person or use for any purpose, except as expressly
         permitted by this Agreement, any Confidential Information of Discloser.
         Recipient may disclose Confidential Information only to its employees,
         independent contractors and advisors who need to know such information,
         and who are bound to keep such information confidential. Recipient
         shall give Discloser's Confidential Information at least the same level
         of protection as it gives its own Confidential Information of similar
         nature, but not less than a reasonable level of protection. Recipient
         shall maintain Confidential Information in a safe and secure place and
         shall not copy Confidential Information except to the extent necessary
         for the purposes of this Agreement. All confidentiality obligations
         shall survive until two (2) years after termination of this Agreement.

12.2     Exceptions. In addition to the exclusions set forth in Section 1.4, a
         disclosure of Confidential Information that (i) is required to be
         disclosed by law or judicial order (provided that prior written notice
         of such required disclosure is given to Discloser as soon as
         practicable in order to give Discloser the chance to object to the
         disclosure or to seek a protective order), or (ii) is necessary to


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         establish the rights of either party hereunder, shall not be considered
         to be a breach of this Agreement.

12.3     Injunctive Relief. Each party agrees that money damages would not be a
         sufficient remedy for any breach of the obligations herein and that the
         Discloser shall be entitled to specific injunctive relief as a remedy
         for any such breach by Recipient. Such remedy shall not be deemed to be
         the exclusive remedy for the breach of obligations herein but shall be
         in addition to all other available legal or equitable remedies.

13.      Covenant Not to Solicit or Hire.  Unless otherwise expressly agreed to
         in writing, neither party shall, during the term of this Agreement and
         for a period  of  twenty-four  (24)  months  thereafter,  directly  or
         through  an  Affiliate,  directly  or  indirectly  (a)  encourage  any
         employee of the other party in interest to leave his or her employment
         with the other party, (b) encourage  customer or supplier of the other
         party or its  successors in interest to terminate or adversely  change
         such party's business  relationship  with the other party, (c) employ,
         hire, solicit or cause to be employed,  hired or solicited (other than
         by the other party),  or encourage others to employ or hire any person
         who within  two (2) years  prior  thereto  was  employed  by the other
         party,  or (d)  establish  a business  with,  or  encourage  others to
         establish a business  with,  any person who within two (2) years prior
         thereto was an employee or supplier of the other party.

14.      Choice of Law; Arbitration.

14.1     Choice of Law. The laws of the United States and the State of New York
         will govern this Agreement, without reference to rules governing choice
         of laws. The parties expressly agree that the provisions of the Vienna
         Convention on the Sale of Goods shall not apply to their relationship
         created by this Agreement.

14.2     Arbitration. Any dispute arising out of or in connection with this
         Agreement shall be resolved by binding arbitration. The dispute shall
         be submitted to a panel of three (3) arbitrators, of which one (1)
         shall be appointed by each of the parties, with the third member of the
         panel being appointed by the other two. The arbitration shall be
         conducted in the country of the respondent, in the case of Licensor in
         Salt Lake City, Utah and in the case of MEW in Osaka, Japan. The
         arbitration proceedings shall be conducted in English under the Rules
         of Arbitration of the International Chamber of Commerce, Paris
         ("Rules"). The procedural law of the place of arbitration shall apply
         where the Rules are silent. The panel shall have discretion to award
         damages, costs of arbitration and reasonable attorneys' fees to either
         party, provided that any such damages shall not include any penalty or
         enhanced damages, and shall, as far as legally possible, be limited to
         only those actual compensatory damages that are reasonably related to
         and foreseeable in respect of any breach of this Agreement giving rise
         to such damages. The panel shall make written findings of fact and
         conclusions of law, and the decision of the panel shall be final and
         binding upon the parties. Any decision or award entered by the panel
         may be enforced by application to the courts of the jurisdiction of the
         party against whom enforcement is sought as provided in the Treaty for
         Enforcement Abroad of Judgments and Arbitral Awards.

15.      Miscellaneous.

15.1     Entire Agreement; Amendment. This Agreement and all attached Exhibits
         (which are hereby incorporated by reference) constitute the entire
         agreement between the parties concerning the subject matter hereof and
         supersede all written or oral prior agreements or understandings with
         respect thereto. This Agreement may not be amended except by a written
         document signed by authorized representatives of all parties hereto.


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<PAGE>


15.2     Severability. In case any one or more of the provisions of this
         Agreement is deemed invalid, illegal or unenforceable by a court or
         authority of competent jurisdiction, such provision shall be modified,
         if possible, to the minimum extent necessary to make it valid and
         enforceable, or if it cannot be so modified, then severed, and the
         remaining provisions contained herein shall not in any way be affected
         or impaired.

15.3     Waiver. Neither party's failure to enforce strict performance of any
         provision of this Agreement will constitute a waiver of a right to
         subsequently enforce such a provision. No written waiver of any
         provision of this Agreement shall constitute, or be construed as, a
         waiver of any other obligation or condition of this Agreement.

15.4     Assignment. Neither party may assign this Agreement without the prior
         written consent of the other party, which shall not be unreasonably
         withheld. However, a party may assign this Agreement to a subsidiary,
         Affiliate or other related entity, or to a third party in connection
         with the acquisition of all or substantially all of the assets or stock
         of the assigning party by such third party, upon written notice to the
         other party, provided that the assignee accepts all of the assignor's
         ongoing duties and obligations under this Agreement.

15.5     Notices. All notices between the parties given under any provision of
         this Agreement shall be in writing and shall be sent by certified or
         registered mail or commercial overnight delivery service, with
         provisions for a receipt, to the address of the receiving party first
         set forth above (or to such other address as a party may furnish to the
         other in writing in accordance with this provision). Copies of all
         notices given to Licensor shall also be provided in similar manner to
         Durham Jones & Pinegar, 111 East Broadway, Suite 900, Salt Lake City,
         Utah 84111, USA, Attention: Kevin R. Pinegar, Esq., legal counsel for
         Licensor.

15.6     Force Majeure. Neither party shall be liable for any loss or damage or
         be deemed to be in breach of this Agreement to the extent that
         performance of such party's obligations or attempts to cure any breach
         under this Agreement are delayed or prevented as a result of any event
         or circumstance beyond its reasonable control, including without
         limitation acts of nature, riots, war, acts of public enemies, fires,
         epidemics or labor disputes. However, if such failure or delay exceeds
         six (6) months, then either of the parties hereto may terminate this
         Agreement upon written notice to the other party.

15.7     No Agency. The parties are independent contractors, and this Agreement
         shall not be construed to create any agency, franchise, joint venture,
         or partnership between the parties. Neither party has the authority to
         bind the other or to incur any liability or otherwise act on behalf of
         the other.

15.8     Joint Marketing Arrangement. The parties agree that they will jointly
         market worldwide the Licensor's Telematics Operating Program ("T.O.P.")
         System and that the T.O.P. System may be so marketed as a solution
         included in MEW's suite of telematic products under the terms of an
         appropriate software license or OEM agreement.

15.9     Travel Guardian III. During the term of this Agreement, if MEW notifies
         Licensor in writing that MEW is interested in acquiring a license or
         similar rights to the Travel Guardian III and related technology, the
         parties agree that in good faith they will use commercially reasonable
         efforts to negotiate the terms and conditions mutually acceptable to
         each of them, with a view toward execution of such an agreement.

15.10    Export Restrictions. MEW shall not (a) use, distribute, transfer or
         transmit any Products, software or technical information provided under
         this Agreement except in compliance with U.S. export laws and
         regulations and any other applicable export laws or regulations of any


                                       10

<PAGE>

         other country (the "Export Laws"), or (b) directly or indirectly,
         export or re-export into any country that is then a prohibited country
         under applicable Export Laws (i) any software or technical data
         disclosed or provided to MEW or its Affiliates under this Agreement; or
         (ii) the direct product of such software or technical data.

15.11    Purchase of Products from MEW. It is anticipated that Licensor will
         purchase certain Products from MEW for distribution by Licensor to its
         own resellers and customers, subject to mutually acceptable price,
         quality and performance. With respect to new Products, Licensor shall
         appoint MEW as a sole supplier and refrain from having manufactured and
         purchasing from any third party manufacturer. With respect to existing
         Products, Licensor will purchase from MEW on a non-exclusive basis. The
         terms and conditions for such supply and purchase transactions shall be
         discussed and determined between the parties hereto and set forth in a
         separate agreement (e.g., OEM Agreement) to be entered into between the
         parties.

IN WITNESS WHEREOF, the parties have executed this Agreement this ___ day of
April 2002.

Signatures:

RemoteMDx, Inc.                         Matsushita Electric Works, Ltd.


By:                                         By:
   -----------------------------------         ---------------------------------

Title:                                      Title:
      --------------------------------            ------------------------------

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


SecureAlert, Inc.


By:
   -----------------------------------

Title:
      --------------------------------

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



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<PAGE>




                                    EXHIBIT 1

                             Description of Patents


Patents defined in Section 1.7 are the following patents:

     o   US Patent Number 6,044,257, issued 03-28-2000, the original SecureAlert
         patent entitled "Panic Button Phone." including all of its
         continuations that have yet to be issued.

     o   US Patent Number 6,226,510, issued 05-01-2001, entitled "Emergency
         Phone for Automatically Summoning Multiple Emergency Response
         Services," This patent is a continuation of the original #6,044,257,
         above "Panic Button Phone".

     o   US D440,954 S

     o   WO 01/73960 A1




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<PAGE>



                                    EXHIBIT 2


The following are Licensor's exclusive customers confirmed between the parties
hereto as of the date of this Agreement.

North American Home Security Companies as follows:
    1.         ADT Security Services and its affiliates
    2.         Brinks Home Security
    3.         Security Associates International
    4.         Idemco
    5.         DSC
    6.         ADI
    7.         ITI (based in Canada)
    8.         Linear Security Systems

Original Equipment Manufacturers of Recreational Vehicles as follows:

ALFA LEISURE INC., ARNOLD ENGINEERING, BIGFOOT INDUSTRIES INC., BLUE BIRD WANDER
LODGES,  BONAIR LEISURE  PRODUCTS INC.,  CARRIAGE INC.,  COACH HOUSE,  CENTURION
VEHICLES INC.,  COACHMEN  INDUSTRIES INC.,  CONQUEST,  COUNTRY COACH (SUBSID. OF
NATIONAL RV HOLDINGS),  CROSSROADS RV INC., DAMON  CORPORATION,  D'ELEGANT INC.,
DYNAMAX  CORPORATION,  EURO-LINER LLC, FLEETWOOD  ENTERPRISES INC., FOREST RIVER
INC.,  FORETRAVEL INC.,  FRANKLIN COACH CO. INC.,  GERSTNER  MANUFACTURING INC.,
GULF STREAM COACH INC.,  HAULMARK  INDUSTRIES (DBA HAULMARK),  HI LO TRALER CO.,
HOME & PARK MOTORHOMES,  HI-LINE ENTERPRISES INC., JAYCO INC., KING OF THE ROAD,
KIT MANUFACTURING  COMPANY,  LAZY DAZE INC., MARATHON HOMES CORP.,  MIDWEST VANS
INC.,  MONACO  COACH  CORPORATION,  NATIONAL  RV INC.  (SUBSID.  OF  NATIONAL RV
HOLDINGS), NEWMAR CORPORATION, NU WA INDUSTRIES INC., PACE AMERICAN CORPORATION,
PEAK  MANUFACTURING  INC.,  PLAY-MOR TRAILERS INC.,  PHOENIX USA INC.,  PRESTIGE
MOTORCOACH  CORP. (DBA SECCA CORP.),  REXHALL  INDUSTRIES  INC.,  R-VISION INC.,
SKYLINE  CORPORATION,  STARCRAFT  RV, SUN VALLEY INC.,  SUNLINE  COACH  COMPANY,
SUNNYBROOK  RV INC.,  THOR  INDUSTRIES,  TIFFEN MOTOR HOMES INC.,  TIMBERLAND RV
COMPANY,  TL  INDUSTRIES,  TRAIL  WAGONS INC.,  TRAVEL  SUPREME  INC.,  TRIPLE E
RECREATIONAL  VEHICLES,  WARRIOR  MANUFACTURING,  WESTERN RECREATIONAL  VEHICLES
INC., WINNEBEGO INDUSTRIES INC.

Affinity Group Inc. and its affiliates

Home Shopping Channels as follows: HSN, QVC, Shop NBC, Shop at Home

Personal Emergency Response System Companies as follows: Lifeline, LifeAlert,
and HealthWatch.


                                       13

<PAGE>


United States Postal Service
VistaCare and its affiliates

Philips Medical Products in the USA

Philips affiliates Worldwide

Kaiser Permanente

Visiting Nurses Association

Baptist Health Systems

*This Exhibit 2 may be revised or replaced with a new one from time to time
based on mutual agreement between the parties hereto.





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