Exhibit 10.23
                                 -------------




                     SETTLEMENT AGREEMENT AND MUTUAL RELEASE
                     ---------------------------------------

         This Settlement Agreement and Mutual Release (the "Agreement") dated as
of  February  1, 2007 (the  "Effective  Date"),  is entered  into by and between
RemoteMDx,  Inc., a Utah corporation  ("RMDx"),  and  SecureAlert,  Inc., a Utah
corporation ("SecureAlert"), on the one hand and Michael Sibbett ("Sibbett") and
HGR Enterprises, a Utah Limited Liability Company ("HGR"), on the other hand.

         As used herein,  "Plaintiffs"  refers  collectively to Sibbett and HGR,
"Defendants" refers  collectively to RMDx and SecureAlert,  and "Parties" refers
collectively to Plaintiffs and Defendants. The Parties enter into this Agreement
based on the following recitals.

                                    RECITALS
                                    --------


         A.  In or  about  January  2006,  Defendants  and HGR  entered  into an
"Agreement  for  Services"  (the  "Services  Agreement"),  pursuant to which HGR
agreed to, inter alia, assist  Defendants in securing  contracts for the sale of
electronic  location  monitoring  devices  to  potential  purchasers,  including
various states and government agencies.

         B. On or about  September  20,  2006,  Plaintiffs  commenced  an action
against  Defendants in the Third Judicial District Court for Salt Lake County in
the  State of Utah  styled  Sibbett  v.  RemoteMDx,  Civil  No.  060915336  (the
"Lawsuit"),  premised  primarily on the allegation that Defendants  breached the
Services Agreement.

         C. In the Amended  Complaint  filed on or about October 23, 2006 in the
Lawsuit,  Plaintiffs  asserted  claims  against  Defendants  for:  (1) Breach of
Contract and Wrongful Termination; (2) Breach of Covenant of Good Faith and Fair
Dealing;  (3) Tortious  Interference With Contract And/Or  Prospective  Economic
Advantage;  (4)  Unjust  Enrichment;   (5)  Declaratory  Judgment  And  Specific
Performance; (6) Constructive Trust; and (7) Equitable Estoppel.

         D. Defendants deny and dispute  Plaintiffs'  allegations and claims and
also deny liability and damages.

         E. To avoid the risk and  expense of further  litigation,  the  Parties
desire  to  settle  their  differences  and,  without  admitting  any  liability
whatsoever, enter into this Agreement.

                                  Page 1 of 11
<PAGE>

                                    AGREEMENT
                                    ---------

         NOW,  THEREFORE,  without any admission of liability on the part of any
of the Parties or their  affiliates and in consideration of the mutual covenants
and undertakings set forth below and other good and valuable consideration,  the
receipt and  sufficiency of which is hereby  acknowledged,  the Parties agree as
follows:

         1.   CONSIDERATION
              -------------

              1.1  Dismissal of Lawsuit:  Within five (5)  business  days of the
Effective Date, Plaintiffs shall deliver to Defendants' counsel a fully executed
Stipulation  for  Dismissal  of the  entire  Lawsuit,  as to all  parties,  with
prejudice. A copy of the Stipulation for Dismissal is attached hereto as Exhibit
1.  Defendants  will not file the Stipulation for Dismissal in the Lawsuit until
the payment  referenced  in Section  1.2,  below,  and the stock  referenced  in
Section 1.3, below, have been issued.

              1.2 Payment By  Defendants:  Within ten (10)  business days of the
Effective Date, Defendants shall pay Plaintiffs the sum of four hundred thousand
dollars ($400,000), payable to HGR Enterprises LLC.

              1.3 Issuance of RMDx Stock:  Within  twenty (20)  business days of
the  Effective  Date,  RMDx will cause to be issued One Hundred  Sixty  Thousand
(160,000)  shares of RMDx common stock (the "Shares") to HGR. RMDx's issuance of
the Shares is  contingent  on HGR's prior  execution  and  delivery to RMDx of a
Nondistribution  Letter in the form  provided  in the  attached  Exhibit  2. The
Shares are being issued in reliance on HGR's  representations and warranties set
forth in the Nondistribution Letter.

                     (a) Piggyback  Registration Rights.  Whenever RMDx proposes
to  register  any of its common  equity  securities  under the Act (other than a
registration  statement  on Form S-8 or on Form S-4 or any  similar  Form or any
successor Forms thereto),  whether for its own account or for the account of one
or more  stockholders of RMDx, and the registration  form to be used may be used
for any  registration  of the Shares (a  "Piggyback  Registration"),  RMDx shall
promptly give notice thereof to HGR and include in such  registration and in any



                                  Page 2 of 11

<PAGE>

underwriting  involved therein, all the Shares specified in a written request or
requests  made  within ten (10) days after the  issuance  of such notice to HGR,
subject to  reduction  as set forth  below.  RMDx may  postpone or withdraw  the
filing or the effectiveness of a Piggyback  Registration at any time in its sole
discretion.

                              (i)  Priority  on  Primary  Registrations.   If  a
Piggyback  Registration  is an  underwritten  primary  registration on behalf of
RMDx, and the managing underwriters advise RMDx in writing that in their opinion
the number of securities  requested to be included in such registration  exceeds
the number which can be sold in such  offering  and/or that the number of Shares
proposed to be  included in any such  registration  would  adversely  affect the
price per share of RMDx's  equity  securities to be sold in such  offering,  the
Company shall  include in such  registration:  (1) first,  the  securities  RMDx
proposes to sell, and (2) second,  the Shares issued to HGR under this Agreement
and any other securities  requested to be included in such registration pro rata
among all the  holders of such  securities  on the basis of the number of Shares
requested to be  registered  by such  holders or as such  holders may  otherwise
agree.

                              (ii)  Priority on  Secondary  Registrations.  If a
Piggyback  Registration is an underwritten secondary registration on behalf of a
holder  of RMDx's  securities,  and the  managing  underwriters  advise  RMDx in
writing that in their opinion the number of securities  requested to be included
in such  registration  exceeds  the  number  which can be sold in such  offering
and/or  that  the  number  of  Shares  proposed  to  be  included  in  any  such
registration  would  adversely  affect  the price  per  share of  RMDx's  equity
securities to be sold in such offering, RMDx shall include in such registration:
(1) unless  otherwise  provided by a relevant  agreement,  first, the securities
RMDx proposes to sell, (2) unless  otherwise  provided by a relevant  agreement,
second,  the equity securities  requested to be included in such registration by
any  shareholders  exercising  demand  registration  rights,  and (3) third, the
Shares issued to HGR under this Agreement and any other securities  requested to
be  included  in such  registration  pro  rata  among  all the  holders  of such
securities  on the basis of the number of Shares  requested to be  registered by
such holders or as such holders may otherwise agree.


                                  Page 3 of 11
<PAGE>

                              (iii) Selection of Underwriters.  If any Piggyback
Registration is an underwritten primary offering,  RMDx shall have the right, in
its sole  discretion,  to select the managing  underwriter  or  underwriters  to
administer any such offering.

                              (iv) Termination of Piggyback Registration Rights.
The  Piggyback  Registration  Rights under this  Section 1.3 shall  terminate 12
months after the Effective Date or such earlier date upon which HGR can sell all
of the Shares in a three month period in  accordance  with Rule 144  promulgated
under the Securities Act of 1933, as amended (the "Securities  Act"),  including
pursuant to Rule 144(k).

                              (v) Underwriting. With respect to any registration
under  this  Section  involving  an  underwriting  (which  shall  be at the sole
discretion  of  RMDx),  the  right  of HGR to  registration  hereunder  shall be
conditioned upon its  participation in such  underwriting,  and the inclusion of
all of the Shares in the underwriting to the extent provided  herein.  HGR shall
(together  with  RMDx and any  other  security  holder  distributing  securities
through  such  underwriting)  enter  into an  underwriting  agreement  with  the
representative  of the underwriter or underwriters  selected for underwriting by
RMDx,  containing  customary  (1)  terms  of offer  and sale of the  securities,
payment   provisions,   underwriting   discounts   and   commissions;   and  (2)
representations,  warranties,  covenants and  indemnities.  Notwithstanding  any
other provision hereof,  if the  representative of an underwriter in any primary
registration  by RMDx  determines  that  marketing  factors  require a  "lock-up
period," HGR agrees not to transfer any of their Shares  (other than pursuant to
the Registration  Statement for such offering) during the thirty (30) day period
prior  to the  effective  date  of  the  Registration  Statement  and  for  such
additional  period as may be  required  by the  underwriters,  up to one hundred
eighty (180) days after the effectiveness of the Registration  Statement. If HGR
disapproves of the terms of any such underwriting,  HGR shall withdraw therefrom
upon  written  notice to the  Company and the  underwriter.  Any Shares or other
securities  excluded or withdrawn from such underwriting shall be withdrawn from
such registration.


                                  Page 4 of 11
<PAGE>


                              (vi) Expenses of  Registration.  The  Registration
Expenses of RMDx shall be borne by RMDx. All Selling Expenses and other expenses
of HGR,  including  without  limitation HGR's attorney's fees, shall be borne by
HGR.  Registration  Expenses  shall  mean  all  expenses  incurred  by  RMDx  in
connection  with  a  registration   under  this  Section,   including,   without
limitation,  all  registration  and filing  fees,  printing  expenses,  fees and
disbursements of counsel for RMDx, blue sky fees and expenses and the expense of
any  special  audits  incident  to or  required  by any such  registration  (but
excluding the compensation of regular  employees of RMDx, which shall be paid in
any event by RMDx).  Selling Expenses shall mean all underwriting  discounts and
selling commissions applicable to the sale of the Shares.

                              (vii) Indemnification.  To the extent permitted by
law, HGR will, if Shares held by them are included in the securities as to which
registration,  qualification  or compliance is being  effected,  indemnify RMDx,
each  of  its  directors,   officers,   agents  and   representatives  and  each
underwriter, if any, and each person controlling RMDx or such underwriter within
the meaning of Section 15 of the  Securities  Act  against  all claims,  losses,
damages and liabilities (or actions in respect  thereof) arising out of or based
on any untrue  statement  (or  alleged  untrue  statement)  of a  material  fact
contained in any such Registration Statement,  prospectus,  offering circular or
other  document  made by HGR, or any  omission  (or alleged  omission)  to state
therein a material fact  required to be stated  therein or necessary to make the
statements by HGR therein not misleading, or that arise out of or are based upon
any  violation  (or alleged  violation) of the  Securities  Act, the  Securities
Exchange  Act of 1934,  as  amended,  any  state  securities  law or any rule or
regulation  promulgated  under any of the  foregoing  applicable to HGR and will
reimburse  RMDx  and  such   directors,   officers,   agents,   representatives,
underwriters or control  persons for any legal or any other expenses  reasonably
incurred in connection  with  investigating  or defending any such claim,  loss,
damage, liability or action, in each case to the extent, but only to the extent,
that such untrue statement (or alleged untrue statement) or omission (or alleged
omission) is made in such Registration Statement,  prospectus, offering circular



                                  Page 5 of 11

<PAGE>

or other  document in reliance upon and in conformity  with written  information
furnished  to  RMDx by HGR  and  stated  to be  specifically  for  use  therein;
provided,  however, that the obligations of HGR hereunder shall be limited to an
amount equal to the proceeds to HGR from  securities  sold in the  registration.
The  indemnification  obligations  of HGR under this Section  shall  survive the
termination  of this  Agreement or the completion of any offering of Shares in a
Registration Statement under this Agreement or otherwise.

                              (viii)  The  right  to  cause  RMDx  to   register
securities  hereunder  may not be  assigned or  transferred  in whole or in part
without the prior written consent of RMDx.

              1.4 Accounting By Plaintiffs: Within ten (10) business days of the
Effective Date,  Plaintiffs will provide  Defendants with an accounting of their
costs,  expenses, and investments incurred in performing their obligations under
the  Services  Agreement.  This  accounting  will not affect any of the Parties'
other rights and/or obligations under this Agreement,  including the obligations
set forth in this Section 1.

              1.5 Services  Agreement:  As of the Effective  Date, to the extent
enforceable  and not already  terminated,  the  Services  Agreement  is revoked,
rescinded,  and null and void ab  initio,  with no Party  having  any  rights or
obligations thereunder.

         2.   RELEASES
              --------

              2.1 Plaintiffs' Releases: For good and valuable consideration, the
receipt and sufficiency of which is hereby  acknowledged  by Plaintiffs,  and in
further  consideration  of the  release  of  Defendants  by  Plaintiffs  herein,
effective  on the  Effective  Date  and  with  the  exception  of the  executory
provisions  of this  Agreement  set forth in Section 1,  above,  Plaintiffs  for
themselves,   their  predecessors,   divisions,   subsidiaries,   parents,   and
affiliates,  and  their  respective  current  and  former  officers,  directors,
shareholders,  owners, members,  employees,  servants,  agents, and attorneys do
hereby forever release,  acquit, and discharge  Defendants,  their predecessors,
divisions,  subsidiaries,  parents, and affiliates, and their respective current
and  former  officers,  directors,  shareholders,  owners,  members,  employees,
servants,  agents,  and  attorneys,  of and  from any and all  claims,  demands,


                                  Page 6 of 11

<PAGE>

obligations,  actions,  causes of action, rights,  damages, costs, expenses, and
compensation  of any nature  whatsoever,  whether at law or in equity,  known or
unknown,  that they  have,  had or may have at any time in the past,  present or
future  arising  out of or  relating  in any  way  to  the  Services  Agreement,
including  without  limitation  all  claims,  assertions,  or  causes  of action
asserted in or related in any way to the Lawsuit.

              2.2 Defendants' Releases: For good and valuable consideration, the
receipt and sufficiency of which is hereby  acknowledged  by Defendants,  and in
further  consideration  of the  release  of  Plaintiffs  by  Defendants  herein,
effective  on the  Effective  Date  and  with  the  exception  of the  executory
provisions  of this  Agreement  set forth in Section 1,  above,  Defendants  for
themselves,   their  predecessors,   divisions,   subsidiaries,   parents,   and
affiliates,  and  their  respective  current  and  former  officers,  directors,
shareholders,  owners, members,  employees,  servants,  agents, and attorneys do
hereby forever release,  acquit, and discharge  Plaintiffs,  their predecessors,
divisions,  subsidiaries,  parents, and affiliates, and their respective current
and  former  officers,  directors,  shareholders,  owners,  members,  employees,
servants,  agents,  and  attorneys  of and  from  any and all  claims,  demands,
obligations,  actions,  causes of action, rights,  damages, costs, expenses, and
compensation  of any nature  whatsoever,  whether at law or in equity,  known or
unknown,  that they  have,  had or may have at any time in the past,  present or
future  arising  out of or  relating  in any  way  to  the  Services  Agreement,
including  without  limitation  all  claims,  assertions,  or  causes  of action
asserted in or related in any way to the Lawsuit.

         3.   WARRANTY OF CAPACITY
              --------------------

         The person or persons  who enter into and  execute  this  Agreement  on
behalf of each of the Parties  warrants and  represents  that he or she has been
duly authorized to do so.

         4.   DENIAL OF LIABILITY
              -------------------

         The Parties  agree and  acknowledge  that this  Agreement is a full and
complete  compromise of matters  involving  disputed issues of fact and law, and
that neither  payment of any amounts or issuance of the Stock,  nor  negotiation

                                  Page 7 of 11

<PAGE>


for or agreement to this Agreement  (including all  statements,  admissions,  or
communications  or exchange of  documents) by the Parties,  or their  respective
representatives, shall be considered admissions by the Parties.

         5.    REPRESENTATION OF COMPREHENSION OF DOCUMENT
               -------------------------------------------

         The Parties  each  expressly  warrant and  represent  that:  (1) before
executing  this  Agreement,  they have  received  independent  legal advice from
attorneys of their choice with respect to the  advisability  of making the above
Agreement,  or have had full and fair  opportunity  to do so;  and (2) they have
fully informed themselves of its terms,  contents,  conditions,  and effect, and
that they  voluntarily  agree to the terms of this Agreement.  The Parties agree
that this instrument is executed as their voluntary act and deed.

         6.   SUCCESSORS
              ----------

         This  Agreement  shall be binding  upon and inure to the benefit of the
representatives, successors and assigns, trustees, agents, attorneys, heirs, and
legal  representatives  of the  Parties,  as  well  as any of  their  respective
officers,  directors,  members,  employees,  parents,  subsidiaries,  divisions,
partners, affiliates, agents, and heirs.

         7.   COUNTERPARTS AND FACSIMILE SIGNATURES
              -------------------------------------

         This  Agreement  may be executed in one or more  counterparts,  each of
which shall be deemed to be an original  and all of which shall  constitute  one
and the same Agreement.  Facsimile  copies of signatures on this Agreement shall
be deemed valid and original.

         8.   ENTIRE AGREEMENT
              ----------------

         This  Agreement  contains  the entire  agreement  between and among the
Parties  with  regard to the  matters  set forth in it and may only be  amended,
modified  or waived  by a written  instrument  executed  by each of the  Parties
hereto. The terms of this Agreement are contractual and not merely recitals. The
mutual  obligations and undertakings of the Parties  expressly set forth in this
Agreement  are the sole  and  only  consideration  for  this  Agreement,  and no
representations,  promises,  or inducements of any nature  whatsoever  have been
made by the Parties other than those expressly appearing in this Agreement. Each
party and counsel for each party has reviewed and revised  this  Agreement,  and


                                  Page 8 of 11

<PAGE>

accordingly, any rule of construction that a document is to be construed against
the  drafting  party  shall  be  inapplicable  to  any  interpretation  of  this
Agreement.  This portion of the Agreement,  like all other portions, was subject
to negotiation.

         9.   WAIVER AND SEVERABILITY
              -----------------------

         The  Parties  agree  that a  waiver  of any term or  condition  of this
Agreement will not be deemed to be, and may not be construed as, a waiver of any
other term or condition hereof.  The Parties agree that if any provision of this
Agreement is adjudicated  to be  unenforceable  or invalid for any reason,  that
part will be severed  from the balance of this  Agreement  and the  validity and
enforceability  of the remainder of this Agreement will in no way be affected or
impaired.

         10.  GOVERNING LAW
              -------------

         This  Agreement  shall be governed  by, and  construed  and enforced in
accordance  with, the internal  substantive  laws of the State of Utah,  without
regard to  principles  of choice or  conflicts  of laws  except  for  provisions
applying Utah substantive law and granting  jurisdiction and venue to the courts
of Utah.

         11.  HEADINGS
              --------

         Paragraph  headings  contained  in this  Agreement  are  for  reference
purposes only and shall not in any way affect the meaning or  interpretation  of
this Settlement Agreement.

12.      NOTICES

         All notices or other  communications  under this Agreement  shall be in
writing and deemed to be duly  delivered if  delivered  in person,  by overnight
mail, by certified mail, or by registered mail.

      If to RMDx:
      -----------
      RemoteMDx, Inc.                     and  Helen L. Duncan, Esq.
      150 W. Civic Center Dr., Ste. 400        Fulbright & Jaworski L.L.P.
      Sandy, UT  84070                         555 S. Flower St., 41st Fl.
      Attn:  President                         Los Angeles, CA  90071



Page 9 of 11

<PAGE>


      If to SecureAlert:
      ------------------
      SecureAlert, Inc.                   and  Helen L. Duncan, Esq.
      150 W. Civic Center Dr., Ste. 400        Fulbright & Jaworski L.L.P.
      Sandy, UT  84070                         555 S. Flower St., 41st Fl.
      Attn:  President                         Los Angeles, CA  90071

      If to HGR:
      ----------
      HGR Enterprises, LLC                and  Scott R. Ryther, Esq.
      560 East 200 South, Suite 300            Howard, Phillips & Andersen, P.C.
      Salt Lake City, Utah 84102               560 East 200 South, Suite 300
      Attn:  Kevin A. Howard                   Salt Lake City, UT  84102


      If to Sibbett:
      --------------
      Michael Sibbett                     and  Scott R. Ryther, Esq.
      560 East 200 South, Suite 300            Howard, Phillips & Andersen, P.C.
      Salt Lake City, Utah 84102               560 East 200 South, Suite 300
                                               Salt Lake City, UT  84102

         Each of the foregoing  shall be entitled to specify a different  person
and/or address by giving notice thereof pursuant to this section.

         13.  SURVIVAL OF TERMS
              -----------------

         If any paragraph, section, sentence, clause or phrase contained in this
Agreement shall be, or become  illegal,  null, or void, or against public policy
for any reason,  and shall be held by any court of competent  jurisdiction to be
illegal,  null, or void, or against  public  policy,  the remaining  paragraphs,
sections,  sentences,  clauses or phrases contained herein shall not be affected
thereby. All covenants, agreements, representations and warranties, made herein,
shall survive the closing of this Agreement.

         14.   ENFORCEMENT
               -----------

         In the event  that any Party to this  Agreement  institutes  or defends
against any action or proceeding,  including,  but not limited to, litigation or
arbitration (to the extent the Parties agree to arbitrate), to preserve, protect
or enforce any claim or right arising under this Agreement, the prevailing Party
in such action or  proceeding  shall be entitled  to, in addition to any and all
other relief granted  therein,  to an award in said action or proceeding of that

                                  Page 10 of 11

<PAGE>

sum of money which represents the reasonable  attorneys fees, costs and expenses
(including  expert  expenses)  incurred by the  prevailing  Party therein in the
prosecution or defense of said action or proceeding.

         THIS AGREEMENT IS MADE AND ENTERED INTO as of the Effective Date and is
effective as of that date.

APPROVED AND AGREED:

REMOTEMDX, INC.                          MICHAEL SIBBETT


By:      /s/  Michael G. Acton           /s/  Michael Sibbett
      ------------------------           --------------------
Name:    Michael G. Acton                Date:    February 1, 2007
Title:   CFO
Date:    February 2, 2007


SECUREALERT, INC.                        HGR ENTERPRISES, LLC


By:      /s/  James Dalton               By:      /s/  Kevin A. Howard
      ---------------------                 --------------------------
Name:    James Dalton                    Name:    Kevin A. Howard
Title:   CEO of SecureAlert              Title:   Managing Member / President
Date:    February 2, 2007                Date:    February 1, 2007

APPROVED AS TO FORM:

FULBRIGHT & JAWORSKI, LLP                HOWARD, PHILLIPS & ANDERSEN, P.C.
Counsel for RemoteMDx, Inc. and          Counsel for Michael Sibbett and
SecureAlert, Inc.                        HGR Enterprises, LLC.


By:      /s/  Helen L. Duncan            By:      /s/  Scott R. Ryther
     ------------------------                -------------------------
Name:    Helen L. Duncan                 Name:    Scott R. Ryther
Date:    February 5, 2007                Date:    February 5, 2007







                                  Page 11 of 11