TELEMATICS AGREEMENT

         This Telematics Agreement (the "Agreement"), effective as of the date
executed by both parties hereto (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 "RMDx"), and
SecureAlert Telematics, Inc., a Tennessee corporation ("SAT").

                                    RECITALS:

         RMDx previously expended time and expenses in connection with pursuing
the sale of certain products and services as specified in Exhibit A, attached
hereto and incorporated herein by reference ("Products"), to certain customers
in the telematics industry, including those specified in Exhibit A
("Customers"). In connection with the resolution of certain matters, RMDx has
agreed to allow SAT to sell the Products to the Customers upon the terms and
conditions contained herein.

                                   AGREEMENTS:

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

1.                Restrictions. Without RMDx's prior written consent SAT will
                  not sell any products in the PERS or home medical monitoring
                  and personal remote medical monitoring markets.

2.                Intellectual Property. The parties acknowledge that Ron Bishop
                  ("Bishop"), from time to time doing business as a sole
                  proprietor under the name "The Bishop Group") has developed a
                  concept and product known as "TravelPal." RMDx has filed
                  "TravelPal Patent Vehicle-Mounted Wireless Phone, U.S. Patent
                  Application No. 10/202,769 (the "TravelPal Application"). RMDx
                  hereby assigns such application to SAT and agrees to assist
                  SAT in amending such patent application to add Bishop as an
                  inventor thereof, and represents to SAT that RMDx had no
                  deceptive intent when it omitted Bishop as an inventor on the
                  original patent application. . This paragraph shall survive
                  the termination of this Agreement.

3.                Monitoring Revenues. SAT agrees to pay to RMDx ten percent
                  (10%) of SAT's Net Revenues. For purposes of this Agreement,
                  "Net Revenues" means the amount SAT receives from a Customer
                  or an end user who purchased Product from a Customer, reduced
                  by any amount SAT must pay to any Customer with respect to
                  Mobile Security Services. Notwithstanding the foregoing, with
                  respect to each end user, regardless of whether SAT is paid by
                  such end user or a Customer, Net Revenues shall not include
                  any revenues originating from such end user after the
                  expiration of seven (7) years from the date such end user
                  initially activated its Mobile Security Services. For purposes
                  of this Agreement "Mobile Security Services" means the
                  provision by SAT or its affiliates to customers of Customers
                  of access to a live call center specialist for the purposes of
                  locating the customer and connecting the customer with
                  appropriate police, fire, ambulance or roadside assistance in
                  the event of an emergency or related assistance services.
                  Mobile Security Services shall not include any other services
                  sold or provided by SAT. SAT shall pay to RMDx the ten percent
                  (10%) not later than the 30th day of each month for the Net
                  Revenues received in the immediately preceding calendar month,
                  beginning with the first month in which SAT receives Net
                  Revenues.


<PAGE>

4.                MEW Agreement. RMDx agrees that upon execution of this
                  Agreement, Matsushita Electric Works, Ltd. ("MEW") will
                  thereafter be allowed, without further action, to sell
                  telematics products, including Products, to SAT and/or
                  Customers, and further agrees, to the extent necessary, that
                  it will amend its agreement with MEW to comply with the
                  provisions of this paragraph 4. Furthermore, SAT agrees to
                  utilize the TravelPAL products that have been produced by MEW
                  for RMDx up to the date of this agreement to satisfy the
                  demand in new sales channels before new orders are placed with
                  MEW.

5.                Call Center. During the first six (6) months of this
                  Agreement, SAT will have the right to utilize the call center
                  equipment and software located in the Aradiant call center
                  located in San Diego, CA without charge. Provided however,
                  that SAT must enter into a separate agreement with Aradiant to
                  ensure that RMDx will not be billed for services or space
                  utilized by SAT.

6.                Intentions to Share Fixed Costs. SAT and RMDx share the fixed
                  monitoring center employee costs equally in the Aradiant call
                  center. The parties agree to cooperate in a revision to the
                  existing agreement governing the use and cost of the call
                  center. In addition, the parties agree to cooperate in
                  renegotiating the agreement for the provision of conforming
                  and non-conforming mobile identification numbers ("MIN's").
                  SAT and RMDx intend to equally share the minimum monthly fixed
                  retainer cost balance of MIN's under the existing agreement or
                  any modification thereof after each parties' MIN's are
                  deducted.

7.                Payments to Ron Bishop; Investment. RMDx has entered into an
                  agreement dated December 31, 2002 with Bishop for the
                  resolution of certain obligations and arrangements between
                  them, in which RMDx agreed to make certain payments to Bishop.
                  RMDx also entered into an agreement with SecureAlert
                  Entertainment, LLC ("SAE"), as amended, in which SAE agreed to
                  make a portion of the payments required to be made by RMDx to
                  Bishop. SAT hereby agrees to assume liability for the payments
                  to Bishop as hereinafter set forth; provided, however, that
                  SAT shall not be obligated to make any payments to Bishop
                  unless and until SAT successfully raises new debt or equity
                  financing of a minimum of $1,300,000. In such event, SAT will
                  (i) repay SAE amounts paid by SAE to Bishop, and (ii) pay to
                  RMDx the amount RMDx would have received from SAE but for the
                  offset provisions between RMDx and SAE with respect to
                  payments by SAE to Bishop. In the event SAT makes such
                  payments to SAE and/or RMDx, SAT is hereby authorized to
                  offset such payments against any payments due from SAT to RMDx
                  pursuant to paragraph 3 hereof.

8.                Term and Termination.

a.                Term. This Agreement begins upon the Effective Date and shall
                  continue for a period of three (3) years, subject, however, to
                  the continuing payment obligations that extend beyond such
                  date as provided elsewhere herein.

b.                Other Termination for Cause. Either party may terminate this
                  Agreement if the other party breaches any other material
                  covenant or undertaking contained herein, and the breach is
                  not cured within the 30 days following written notice thereof
                  from the other party, provided however, that to the extent
                  another provision sets or otherwise limits the right to cure,
                  such provision shall control any cure rights.

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



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<PAGE>

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

a.                Representations, Warranties and Covenants of SAT. SAT
                  represents, warrants and covenants that it has the right to
                  enter into this Agreement and perform in accordance with the
                  terms of this Agreement, and such actions do not violate any
                  third party agreement or other obligation by which SAT is
                  bound.

b.                Representations, Warranties and Covenants of RMDx. RMDx
                  represents, warrants and covenants that it has the right to
                  enter into this Agreement and perform in accordance with the
                  terms of this Agreement, and such actions do not violate any
                  third party agreement or other obligation by which RMDx is
                  bound

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

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

12.               Miscellaneous.

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

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

c.                  Mediation and Arbitration. In the event of any dispute under
                    this   Agreement,   the  parties   hereto  desire  to  avoid
                    litigation.  Accordingly,  the  aggrieved  party  will  give


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<PAGE>

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

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

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

f.                  Severability.  If any provision of this Agreement is held to
                    be invalid,  illegal or unenforceable by a court,  authority
                    or  arbitrator  of competent  jurisdiction,  such  provision
                    shall be modified by such court,  authority or arbitrator to
                    the minimum  extent  necessary  to make it valid,  legal and
                    enforceable.  If the  provision  cannot be so  modified,  it
                    shall be severed and all other  provisions of this Agreement
                    shall  remain in full force and effect.  If a  provision  is
                    held  illegal,  invalid or  unenforceable,  the parties also
                    agree to  negotiate  reasonably  and in good faith to modify
                    this Agreement with a new provision  that  approximates  the
                    intent and purpose of the  original  provision as closely as
                    possible, without being illegal or unenforceable.



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<PAGE>

g.                Notice. All notices between the parties shall be in writing
                  and shall be sent by certified or registered mail or
                  commercial delivery service, with provisions for a receipt as
                  follows (or to such other address as a party may furnish to
                  the other in writing):

                                   If To RMDx:

                            RemoteMDx and SecureAlert
                 Attn: Michael G. Acton, Chief Financial Officer
                              5095 West 2100 South
                           Salt Lake City, Utah 84120

                                 With a copy to:

                           Durham Jones & Pinegar, PC
                               Attn: Kevin Pinegar
                          111 East Broadway, Suite 900
                            Salt Lake City, UT 84111

         If To SAT:

                          SecureAlert Telematics, Inc.
                          Attn: Brian Boling, President
                             10404 Jackson Oaks Way
                               Knoxville, TN 37922

                                 With a copy to:

                    Egerton, McAfee, Armistead & Davis, P.C.
                           Attn: William E. McClamroch
                              1400 Riverview Tower
                                900 South Gay St.
                               Knoxville, TN 37901

h.                Assignment; Binding Effect. Other than SAT's right to license
                  or assign its rights under the TravelPal Application, neither
                  party hereto may sublicense or assign its rights or delegate
                  its duties or obligations under this Agreement without prior
                  written consent of the other party. This Agreement is binding
                  upon and inures to the benefit of the parties and their
                  respective successors, representatives and permitted assigns.

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



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<PAGE>

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


RemoteMDx, Inc.                           SECUREALERT TELEMATICS, Inc.

By:/s/ David Derrick                      By:Brian Boling

Title:                                    Title:CEO

Date:January 22, 2003                     Date:January 23, 2003

SecureAlert, Inc.

By: /s/ David Derrick
   --------------------------------------------------

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

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





                                       6
<PAGE>








                                    EXHIBIT A

                                    Products

MobilePAL



                                    Customers


ADT
AGI
Delcon
PEP Boys





<PAGE>

                         Addendum to Telematic Agreement

This 1st Amendment to the Telematics Agreement effective as of the date executed
by both parties hereto (the "Effective Date") is entered into by between
SecureAlert Inc. ("SAI") and SecureAlert Telematics Inc. (SATI").

                                    RECITALS:

 SAI and SATI previously agreed in section 6 in the Telematics Agreement to
cooperate in renegotiating the agreement for the provision of conforming and
non-conforming mobile identification numbers ("MIN's") (the "MIN Agreement").
The MIN Agreement has been assigned to AllTel by Cellular XL Associates ("CXL")
in agreement with SAI. In connection with that provision and that assignment,
both parties agree to the terms and conditions below.

                                   AGREEMENTS:

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

SAI agrees to assign the MIN Agreement to SATI with the following provisions:

1)   SATI and SAI agree to share the minimum fixed MIN fees from Alltel on a
     50/50 basis. The calculation for shared expenses each month will be: Fixed
     Cost, less both parties' actual MIN and minute costs, divided by two. For
     example, if the fixed expense required by AllTel was $15,000 and the April
     2003 bill for actual MIN and minute use was $2,000 for SAI and $1,000 for
     SATI, then the shared expense amount due for each party would be $15,000
     -$3,000 = $12,000 / 2 = $6,000. Each party would also owe its own
     individual actual MIN and minute use. In the above example, SAI would pay
     $8,000 and SATI would pay $7,000. If actual MIN and minute use is greater
     than the minimum required by the contract, then each party is responsible
     for paying its own MIN and minute usage.
2)   Both SATI and SAI acknowledge that there is an outstanding $30,000 bill for
     services provided by CXL for the months of January and February 2003. It
     has been represented by SATI to SAI that SATI has negotiated this bill down
     to $20,000. Both parties agree that they will each overnight to CXL a check
     in the amount of $10,000. If the $10,000 check from SATI to CXL is not
     overnighted or if the representation by SATI that the $30,000 amount due
     CXL in fact has not been reduced to $20,000, then this addendum is void.
3)   Both SATI and SAI acknowledge that for services performed in March 2003 by
     Cellular One Associates a bill for a $15,000 will be due. SATI and SAI
     agree that each party will pay their respective share as required in
     section 1 above.
4)   This agreement shall terminate automatically and without further notice to
     the other party in the event that SATI shall make any unauthorized
     assignment for the benefit of creditors, file any petition under the
     bankruptcy or insolvency laws of any jurisdiction, have or suffer a
     receiver or trustee to be appointed for its business or property, or be
     adjudicated a bankrupt or an insolvent.
5)   SATI agrees to re-sell MINs to SAI on a cost basis. The parties agree to
     request to receive their respective MINs directly from AllTel. SAI agrees

<PAGE>

     to pay SATI the amount due as a result of any and all costs associated with
     the MIN Agreement including fixed costs, minutes, and monthly MIN costs
     within the payment terms required by AllTel. SAI will have five days from
     the date such payments are due to cure any payment deficits or SATI will
     have the right to cease the supply of MIN's under section 2 above, and will
     have the right to cancel all existing MIN's registered to SAI. The invoice
     from SATI to SAI will serve as the sole notice of payments due to SATI and
     no additional notice is required. The invoice from SATI to SAI will also
     include a copy of the invoice from AllTel, total MINs and usage for the
     month and a reconciliation of the amount owed to SATI from SAI. Should SATI
     fail to make the required payments to AllTell, SAI can make the required
     payments to AllTel and SATI will have five days from the date such payments
     are due to cure any payment deficits, or the assignment from SAI to SATI
     shall be void and SAI will have the right to cease the supply of MINs and
     also have the right to cancel all existing MINs registered to SATI.
6)   SATI will make best efforts to work with AllTel to separate the MIN
     Agreement so that each SATI and SAI will have a MIN Agreement with AllTel.
     As long as there is only the primary contract with AllTel, SATI will copy
     Michael G. Acton each month by fax on the day the payment is made to
     AllTel.. The fax will include a copy of the invoice and a copy of the
     check. Any legal communication from AllTel to SATI regarding the MIN
     contract must be copied to Michael G. Acton within two working days of
     receipt. In the event SATI is found to be in breach of the MIN Agreement
     with Alltel and does not cure such breach, SATI must assign the MIN
     Contract back to SAI.

                                      TERM

Term. This Agreement begins upon the Effective Date and shall continue until
October 26, 2004, subject, however, to the continuing payment obligations to
Alltel for MIN's being used by both parties that extend beyond the term of the
MIN Agreement and subject to SATI's ability to extend terms on the MIN
Agreement.

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



SecureAlert Inc.                         SecureAlert Telematics Inc.

By:/s/ Michael G. Acton                  By: Brian Boling


Title: Chief Financial Officer           Title:President

Date: March 28, 2003                     Date: March 28, 2003