1st AMENDMENT TO
                   CONSUMER ELECTRONICS DISTRIBUTION AGREEMENT

         This 1ST Amendment to Distribution Agreement (the "Agreement"),
effective January 12, 2003 (the "Effective Date"), is entered into by RemoteMDx,
Inc., a Utah corporation ("RemoteMDx"), SecureAlert, Inc., a Utah corporation
and wholly owned subsidiary of RemoteMDx ("SecureAlert"), (RemoteMDx and
SecureAlert are sometimes referred to collectively herein as the "Company"),
SecureAlert Entertainment, LLC, a Tennessee limited liability company
("Distributor"), Brian Boling ("Boling") and Tim Welch ("Welch").

                                    RECITALS:

         The parties entered into a Consumer Electronics Distribution Agreement
dated January 2, 2003 ("Original Agreement"). The parties hereto now desire to
amend the Original Agreement as provided herein, to provide for payments made by
Distributor directly to manufacturers and suppliers.

                                   AGREEMENTS:

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

1. Amendments. (a) Sub-Sections 4.1, 4.1.1, 4.1.2, 4.1.3, 4.1.4, 4.1.5 , 4.1.6
and 4.5 are hereby deleted and the following new Sub-Sections 4.1 and 4.5 are
inserted in lieu thereof:

         4.1 Pricing and Payment Terms. Company shall sell Products to
         Distributor at a price equal to Company's cost for such Products plus
         seven percent (7%) of such cost. All payments for Products will be made
         directly by Distributor to manufacturers and suppliers in compliance
         with the payment terms and conditions established by such manufacturers
         and suppliers. Distributor shall pay to Company the seven percent (7%)
         markup for Products sold during any month not later than the 10th day
         of the next month, beginning on February 10, 2003. Simultaneous with
         the delivery of payment to Company, Distributor shall deliver to
         Company a report (certified by the appropriate officer of the
         Distributor) setting forth the cost of all Products sold by Distributor
         pursuant to this Agreement during the immediately preceding month based
         on Company's cost for Products sold. Once payment has been made by
         Distributor to manufacturer or supplier, then Distributor shall notify
         the Company in writing within 10 days of such payment. In the event
         Distributor has failed to make timely payment to a manufacturer or
         supplier, the Company can make payment directly to such supplier or
         manufacturer and, upon presentment of appropriate written documentation
         to Distributor evidencing such payment, Distributor shall reimburse
         Company therefore. If Distributor fails to reimburse Company for any
         payment made by Company directly to the manufacturer or supplier within
         five (5) days of the date Company provides written documentation to
         Distributor of its payment to the manufacturer or supplier, such
         failure will be deemed a breach of this Agreement and the Company may
         immediately and without further notice to Distributor terminate the
         Agreement and all of Distributor's rights hereunder. Notwithstanding
         the foregoing, all parties hereto acknowledge that in connection with
         the execution and delivery of this Agreement Remote MDx, SecureAlert,
         Distributor and others have executed and delivered an Agreement dated
         as of even date pursuant to which two promissory notes in favor of Dr.

<PAGE>

         Ed Boling and Thomas Natale will be modified by execution and delivery
         of two new promissory notes, each in the principal amounts of
         $261,439.40. In the event any payment is not made pursuant to either of
         such promissory notes, without regard to any notice or cure periods
         contained therein, then Distributor is hereby authorized to the extent
         of such nonpayment to withhold payment to Company pursuant to this
         subsection and make payment directly to Dr. Ed Boling or Thomas Natale,
         as the case may be.

         4.5 Returns. Company is responsible for returns and non-conforming
         product until ownership transfers to Distributor or Distributor's
         Customer in accordance with the terms specified in the freight
         contract. After the transfer of ownership, all returns and
         non-conforming product will be the responsibility of Distributor.

                  (b) Sub-Section 4.6 is hereby amended by deleting , in the
         fifth line from the end of such Sub-Section, the reference to "Section
         4.1.2" and inserting in lieu thereof a reference to "Section 4.1."

2. Ratification. Except as specifically modified hereby, the terms and
provisions of the Original Agreement are hereby ratified and confirmed and
remain in full force and effect.

3. Entire Agreement; Amendment; Waiver. The complete and exclusive statement of
the agreement between the parties relating to this subject shall consist of the
Original Agreement and this Agreement. For example, any written, typed or
preprinted terms contained on a purchase order shall be superseded by the terms
of this Agreement, unless both parties specifically agree in writing to the
different terms. The waiver by either party of any default or breach of the
Original Agreement or this Agreement, or any obligation hereunder, shall be
ineffective unless in writing. No failure to exercise any right or power under
the Original Agreement or this Agreement or to insist on strict compliance by
the other party shall constitute a waiver of the right subsequently to exercise
such right or power or to insist on strict compliance. This Agreement may not be
amended except by a written document signed by an authorized representative of
both parties.

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


REMOTEMDX, INC.                           SECUREALERT ENTERTAINMENT, LLC

By:/s/ David Derrick                      By:/s/ Jim Steinmeyer
                                          Title: Chief Manager
Title:President
                                          Attest:

SECUREALERT, INC.                         By:/s/ Tim Welch
                                             Title: Secretary-Treasurer


By:/s/ David Derrick


<PAGE>

/s/ James Steinmeyer
-----------------------------------------
James Steinmeyer
Title: Chief Manager

/s/ Brian Boling
-----------------------------------------
Brian Boling
Title:  ____________________________________

/s/ Tim Welch
-----------------------------------------
Tim Welch
Title:  ____________________________________



<PAGE>



                                2nd AMENDMENT TO
                   CONSUMER ELECTRONICS DISTRIBUTION AGREEMENT

         This 2nd Amendment to Distribution Agreement (the "Agreement"),
effective January 21, 2003 (the "Effective Date"), is entered into by RemoteMDx,
Inc., a Utah corporation ("RemoteMDx"), SecureAlert, Inc., a Utah corporation
and wholly owned subsidiary of RemoteMDx ("SecureAlert"), (RemoteMDx and
SecureAlert are sometimes referred to collectively herein as the "Company"),
SecureAlert Entertainment, LLC, a Tennessee limited liability company
("Distributor"), Brian Boling ("Boling") and Tim Welch ("Welch").

                                    RECITALS:

         The parties entered into a Consumer Electronics Distribution Agreement
dated January 2, 2003 ("Original Agreement"). Company also entered into an
agreement with Ron Bishop ("Bishop") providing for, among other things, the
termination of certain agreements between the Company and Bishop. In connection
with the execution of the agreement between the Company and Bishop, Distributor
has agreed to make certain payments to Bishop and Company has agreed to allow
Distributor to offset such payments to Bishop against payments owed by
Distributor to Company pursuant to the Original Agreement. The parties hereto
now desire to amend the Original Agreement as provided herein, to provide for
the offset of payments to Bishop, and to enter into the other agreements
provided herein as consideration for the resolution of certain matters among the
parties.

                                   AGREEMENTS:

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

1. Amendment. The following new subsection 4.1.7 is hereby added to the Original
Agreement.

                  4.1.7 Notwithstanding anything to the contrary contained in
                  this Section 4, Distributor shall have the right to make
                  payments to Bishop in an amount not to exceed $25,555.33 per
                  month beginning January 20, 2003 and continuing on the same
                  day of each month thereafter through March 20, 2003. Beginning
                  in February of 2003, Distributor shall have the right to
                  offset up to $15,000 per month of such payments to Bishop
                  against payments required under Section 4 of the Agreement, as
                  amended, until such time as Distributor has fully offset all
                  payments made by Distributor hereunder to Bishop, or until
                  such time as Distributor has received repayment of such
                  amounts from SecureAlert Telematics, Inc. ("SAT"), whichever
                  occurs first. Distributor agrees to provide Company with a
                  written statement and such other evidence as Company may
                  reasonably request to evidence the amount and dates of
                  Distributor's payments to Bishop under this Section 4.1.7.

2. Registration. In connection with the Agreement and Plan of Merger among
Volu-Sol, Inc., SecureAlert Incorporated and SecureAlert II, Inc. dated June 14,
2001, as the same has been amended from time to time ("Merger Agreement"),
RemoteMDx has issued stock and warrants to the former SecureAlert II, Inc.
shareholders. Company hereby agrees that it will include all shares of RemoteMDx
common stock issued to former SecureAlert II, Inc. shareholders pursuant to the
Merger Agreement, including shares of common stock issued or issuable pursuant
to any warrants issued under the Merger Agreement, on any registration statement
filed by RemoteMDx or any affiliate with respect to the registration of such
affiliates' common stock of RemoteMDx following execution of this Agreement.
Nothing in this paragraph 2 shall alter any obligations of Boling or Welch
pursuant to Section 3 of that certain agreement entered into by and among
RemoteMDx, SecureAlert, ADP Management Corporation, David Derrick, Jim Dalton,
Tom Natale, Boling, Welch, Dr. Ed Boling, Distributor and SAT dated as of
December 31, 2002.


<PAGE>

3. Ratification. Except as specifically modified hereby, the terms and
provisions of the Original Agreement are hereby ratified and confirmed and
remain in full force and effect.

4. Entire Agreement; Amendment; Waiver. The complete and exclusive statement of
the agreement between the parties relating to this subject shall consist of the
Original Agreement and this Agreement. For example, any written, typed or
preprinted terms contained on a purchase order shall be superseded by the terms
of this Agreement, unless both parties specifically agree in writing to the
different terms. The waiver by either party of any default or breach of the
Original Agreement or this Agreement, or any obligation hereunder, shall be
ineffective unless in writing. No failure to exercise any right or power under
the Original Agreement or this Agreement or to insist on strict compliance by
the other party shall constitute a waiver of the right subsequently to exercise
such right or power or to insist on strict compliance. This Agreement may not be
amended except by a written document signed by an authorized representative of
both parties.

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



REMOTEMDX, INC.                           SECUREALERT ENTERTAINMENT, LLC

By:/s/ David Derrick                      By: /s/ Jim Steinmeyer

Title:President                           Title: President

Date:January 22, 2003                     Date:

                                          Attest:


                                          By:/s/ Tim Welch

                                          Title: Secretary-Treasurer
SECUREALERT, INC.

By: David Derrick
   --------------------------------------------------

Title:President
      -----------------------------------------------

Date: January 22, 2003
     ------------------------------------------------


/s/ James Steinmeyer
----------------------------------------
James Steinmeyer

/s/ Brian Boling
---------------------------------------
Brian Boling

/s/ Tim Welch
---------------------------------------
Tim Welch


<PAGE>




                                3rd AMENDMENT TO
                   CONSUMER ELECTRONICS DISTRIBUTION AGREEMENT

         This 3rd Amendment to Distribution Agreement (the "Agreement"),
effective February 12, 2003 (the "Effective Date"), is entered into by
RemoteMDx, Inc., a Utah corporation ("RemoteMDx"), SecureAlert, Inc., a Utah
corporation and wholly owned subsidiary of RemoteMDx ("SecureAlert"), (RemoteMDx
and SecureAlert are sometimes referred to collectively herein as the "Company"),
SecureAlert Entertainment, LLC, a Tennessee limited liability company
("Distributor"), Brian Boling ("Boling") and Tim Welch ("Welch").

                                    RECITALS:

         The original Consumer Electronics Distribution Agreement dated January
2, 2003, as amended, is hereby amended to provide that Distributor will purchase
from Company 24 Toshiba 43A62 PTVs at $800 per unit and 12 Samsung 54 inch PTVs
at $910 per unit, all of which Company will have boxed in saleable condition
ready for pick up by Distributor not later than March 8, 2003. As partial
payment for the units, Company authorizes Distributor to wire $30,000 to
Cellular XL Associates, L.P. as payment on Company's account with Cellular XL
Associates, L.P. The balance of the purchase price shall be paid within 10 days
to Company. In the event Company fails to have the units ready for pick up by
Distributor in salable condition by March 8, 2003, then Distributor may
immediately offset the full purchase price against any amounts owed to Company
under the original agreement.

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

REMOTEMDX, INC.                           SECUREALERT ENTERTAINMENT, LLC

By:/s/ Tom Natale                         By:/s/ Tim Welch

Title:President                           Title: Secretary

Date:____________________________________ Date:________________________________

SECUREALERT, INC.

By: Tom Natale
   --------------------------------------------------

Title:President
      -----------------------------------------------

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


/s/ James Steinmeyer
James Steinmeyer

/s/ Brian Boling
---------------------------------------
Brian Boling

/s/ Tim Welch
---------------------------------------
Tim Welch




<PAGE>

[4th Amendment]


         I hereby authorize SecureAlert Entertainment LLC to pay Belmont
Distributing and Samsung directly for the shipments on January 3rd 2003 and this
will constitute an amendment to the Consumer Electronics Distribution Agreement
between RemoteMDx, Inc., SecureAlert Entertainment LLC and others dated January
1st, 2003.

Agreed:  /s/ Tom Natale
           Tom Natale
           President RemoteMDx

<PAGE>


                               AMENDMENT NO. 5 TO
                   CONSUMER ELECTRONICS DISTRIBUTION AGREEMENT

         This Fifth Amendment to Distribution Agreement (the "Agreement"), is
entered into effective June 30, 2003 (the "Effective Date") by RemoteMDx, Inc.,
a Utah corporation ("RemoteMDx"), SecureAlert, Inc., a Utah corporation and
wholly owned subsidiary of RemoteMDx ("SecureAlert"), (RemoteMDx and SecureAlert
are sometimes referred to collectively herein as the "Company"), SecureAlert
Entertainment, LLC, a Tennessee limited liability company ("Distributor"), Brian
Boling ("Boling") and Tim Welch ("Welch").

                                    RECITALS:

         The parties entered into a Consumer Electronics Distribution Agreement
dated January 2, 2003 ("Original Agreement"). The parties hereto now desire to
amend the Original Agreement as provided herein, and to enter into the other
agreements provided herein as consideration for the resolution of certain
matters among the parties.

                                   AGREEMENTS:

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

         1. Amendment. Sections 4.1, 4.2, 4.3, 4.5, 5.2, and 5.3, of the
Original Agreement are hereby amended and superseded in their entirety as
provided below. In addition, Section 4.1.7 shall be renumbered as Section 4.7.

     4.1  Pricing and Payment  Terms.  Distributor  shall pay to Company a price
          for Products equal to Company's  actual cost for such Products plus an
          amount  up to or  equal  to seven  percent  (7%) of such  cost for all
          Products sold by Distributor. All purchase orders will be submitted to
          the Company in writing by  Distributor  (via mail,  email or fax).  If
          submitted  by e-mail,  the order  shall be  confirmed  by mail or fax.
          Company shall be obligated to fill purchase  orders in accordance with
          the terms contained therein.  The Company will designate  suppliers of
          Products,  provided that such suppliers are acceptable to Distributor.
          Company  may at its  discretion  require  payment  either  directly to
          Company or directly to certain Product  manufacturers and suppliers in
          compliance  with the payment terms and conditions  established by such
          manufacturers  and suppliers.  In the event Company  requires  payment
          directly to Company, then Company shall establish and maintain in full
          force and  effect a letter of  credit  in favor of  Distributor  in an
          amount  not  less  than  One  Million  Dollars  ($1,000,000)  securing
          Company's  obligation to pay manufacturers  and suppliers  strictly in
          compliance  with the payment terms and conditions  established by such
          manufacturers   and   suppliers.   Such  letter  of  credit  shall  be
          irrevocable,   issued  by  a  financial  institution  satisfactory  to
          Distributor   in   Distributor's   sole   discretion   and   otherwise
          satisfactory to Distributor in Distributor's sole discretion. Further,
          such  letter  of  credit  shall  provide  for  draws  by   Distributor
          immediately upon Company's failure to strictly comply with the payment
          terms and conditions  established by such manufacturers and suppliers.
          Distributor  shall pay Company for Product  costs  within  thirty (30)
          days of the date of  Company's  invoice to  Distributor.  In the event
          Company  either fails to establish  and maintain a letter of credit as
          aforesaid or requires  payment  directly to Product  manufacturers  or
          suppliers,  Distributor  shall pay to such  manufacturers or suppliers
          the Product costs in compliance  with the payment terms and conditions
          established by such  manufacturers  and suppliers.  Distributor  shall

<PAGE>

          also  remit to the  Company an amount  equal to the  margin  described
          hereinabove (of up to seven percent (7%) of the cost) for all Products
          sold  during  any  month,  no later  than 10 days after the end of the
          month.  Notwithstanding the foregoing, the Company shall remain solely
          responsible  for the  payment of all  amounts  owed to  suppliers  and
          manufacturers.  At  least  monthly  on or  before  the 10th day of the
          month, Distributor shall deliver to Company a report (certified by the
          appropriate  officer  of  the  Distributor)  itemizing  all  sales  by
          Distributor   pursuant  to  this  Agreement   during  the  immediately
          preceding  month.  Notwithstanding  anything  contained  herein to the
          contrary,  all parties hereto  acknowledge that in connection with the
          execution and delivery of the 1st Amendment to the Original  Agreement
          RemoteMDx, SecureAlert,  Distributor and others executed and delivered
          an Agreement pursuant to which two promissory notes in favor of Dr. Ed
          Boling and Thomas Natale will be modified by execution and delivery of
          two  new  promissory   notes,   each  in  the  principal   amounts  of
          $261,439.40.  In the event any payment is not made  pursuant to either
          of such promissory notes, without regard to any notice or cure periods
          contained therein, then Distributor is hereby authorized to the extent
          of such  nonpayment  to withhold  payment to Company  pursuant to this
          subsection  and make  payment  directly  to Dr.  Ed  Boling  or Thomas
          Natale, as the case may be.

     4.2  Intentionally omitted.

     4.3  Shipment. To the extent the Distributor or a customer does not arrange
          shipment, Company shall arrange for shipment of Products sold to or by
          Distributor, which may include shipment directly from the manufacturer
          or supplier to the  consumer or purchaser on such terms and subject to
          such conditions as may be agreed among the Company,  Distributor,  the
          supplier and the  purchaser.  Unless  otherwise  agreed,  title to the
          Product shall pass to the purchaser based on shipping terms.

     4.5  Returns.   Company  is  responsible   for  all  Product   returns  and
          non-conforming  Product in accordance  with the terms specified in the
          applicable freight contracts.  In addition,  the Company shall process
          all warranty claims for defective or  non-performing  Products for the
          time the  Company  owns the  product.  Company  will pass  through  to

<PAGE>

          consumers  the warranty and return  provisions  made  available by the
          manufacturers of the Products.

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

     5.3  Defective Product. The Company purchases product with a manufacturer's
          warranty and passes that warranty to Distributor and to customers. The
          Company to the  satisfaction  of its customers  will resolve  problems
          arising  outside  of  manufacturer's   warranty  and  hereby  appoints
          Distributor  to  coordinate  and assist  Company  with  respect to the
          return of defective products sold by Company; provided,  however, that
          all such returns shall be handled as provided in Section 4.5, above.

2.   Ratification.  Except  as  specifically  modified  hereby,  the  terms  and
     provisions of the Original  Agreement are hereby ratified and confirmed and
     remain in full force and effect.

3.   Entire Agreement;  Amendment;  Waiver. The complete and exclusive statement
     of the agreement between the parties relating to this subject shall consist
     of the Original  Agreement as previously  amended and this  Agreement.  For
     example,  any written,  typed or preprinted  terms  contained on a purchase
     order  shall be  superseded  by the terms of this  Agreement,  unless  both
     parties specifically agree in writing to the different terms. The waiver by
     either  party of any default or breach of the  Original  Agreement  or this
     Agreement,  or any obligation  hereunder,  shall be  ineffective  unless in
     writing.  No  failure to  exercise  any right or power  under the  Original
     Agreement or this Agreement or to insist on strict  compliance by the other
     party shall constitute a waiver of the right  subsequently to exercise such
     right or power or to insist on strict compliance. This Agreement may not be
     amended except by a written document signed by an authorized representative
     of both parties.

4.   No Default;  Waiver.  All parties  acknowledge  that this  Agreement has an
     effective  date of June 30, 2003,  but is being  executed and  delivered on
     September  30,  2003.  Accordingly  as of  September  30,  2003 all parties
     represent and warrant to all other parties that no default, or other breach
     or  violation  of, the  Original  Agreement  as amended has occurred and is
     continuing.  No party  hereto knows of any  circumstances,  facts or events
     which could lead to the  occurrence of such a default,  breach or violation
     and hereby  acknowledges  that all parties are entering into this Agreement
     in reliance upon the  representations  and warranties  made herein.  To the
     extent  any  default,  breach or  violation  occurred  under  the  Original
     Agreement as amended prior to September 30, 2003, all parties hereto hereby
     waive and release all other  parties  from any  liability or claim of every
     nature with respect to any and all such pre  September  30, 2003  defaults,
     breaches or  violations.  This  paragraph 4 shall survive the expiration or
     other termination of the Original Agreement.



<PAGE>

5.   Modification of 2nd Amendment. Paragraph 2 of the 2nd Amendment to Consumer
     Electronics  Distribution  Agreement  dated  January  21,  2003  is  hereby
     modified to state that the  obligations  of Company  thereunder  to,  among
     other things, include all shares of RemoteMDx common stock issued to former
     SecureAlert  II, Inc.  shareholders  on any  registration  statement,  will
     survive the expiration or other  termination of the Original  Agreement and
     continue in full force and effect  until such time as such shares of common
     stock are registered. Nothing herein shall release any individual otherwise
     subject to a lock-up or similar restrictive  covenant from the restrictions
     and limitations contained in such covenant.

         IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.
5 to the Original Agreement as of the Effective Date, notwithstanding the
parties have executed the Amendment on the dates indicated below their
respective signatures below.

REMOTEMDX, INC.                         SECUREALERT ENTERTAINMENT, LLC

By: David Derrick                       By: Tim Welch
   -----------------------------------     -----------------------------------

Title:                                  Title: Secretary

Date: October 17, 2003                  Date: October 16, 2003
     ---------------------------------       ---------------------------------


SECUREALERT, INC.

By: David Derrick
   --------------------------------------------------

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

Date: October 17, 2003
     ------------------------------------------------