Exhibit
        3.04
  **Articles
      of Amendment**


**to
      the**


**Designation
      of Right and Preferences of Series A Convertible Redeemable Non-Voting Preferred
      Stock**


**of
      SecureAlert, Inc.**








Pursuant
      to and in accordance with the provisions of Section 16-10a-1006 of the Utah
      Revised Business Corporation Act, as amended, (the “Act”), the undersigned,
      being the duly elected and acting Secretary of SecureAlert, Inc., a Utah
      corporation (the “Corporation”), hereby declares and certifies as
      follows:





1.         The
      name of the Corporation is **SecureAlert, Inc.**




2.         Attached
      hereto as Exhibit A and incorporated herein and made a part hereof is a true
      and
      correct copy of the full text of Amended Designation of Right and Preferences
      of
      Series A Convertible Redeemable Non-Voting Preferred Stock of SecureAlert,
      Inc.




3.         The
      amendment specified above does not provide for an exchange, reclassification,
      or
      cancellation of issued shares of the Corporation.




4.         The
      amendment specified in Exhibit A was adopted as of March 14, 2007, by Unanimous
      Written Consent of the Directors of the Corporation, and in accordance with
      the
      requirements of the Act and the Bylaws of the Corporation and are being filed
      herewith with the Division of Corporation and Commercial Code of the Utah
      Department of Commerce (the “division”) as provided by the Act.




5.         Approval
      of the amendment is required by holders of a majority of the Series A
      Convertible Redeemable Non-Voting Preferred Stock.  There are
      3,590,000 shares of Series A Convertible Redeemable Non-Voting Preferred Stock
      outstanding, of which 2,525,000 shares voted in favor of the Amended Designation
      of Right and Preferences of Series A Convertible Redeemable Non-Voting Preferred
      Stock of SecureAlert, Inc., which was sufficient for the approval of the
      Amendment.




6.         The
      number of authorized shares of the Corporation will not change.




7.         These
      Articles of Amendment to the Designation of Right and Preferences of Series
      A
      Convertible Redeemable Non-Voting Preferred Stock of SecureAlert, Inc., shall
      be
      effective upon filing with the Division.




IN
      WITNESS WHEREOF, this instrument is
      executed this 6th day of July, 2007.





SecureAlert,
                Inc.By:
            /s/
                Michael G. ActonMichael
                G. Acton, Secretary















Exhibit
      A





**SecureAlert,
      Inc.**


**AMENDED**


**DESIGNATION
      OF RIGHTS AND PREFERENCES**


**OF**


**SERIES
      A CONVERTIBLE REDEEMABLE NON-VOTING PREFERRED STOCK**








Pursuant
      to the authority vested in the Board of Directors of SecureAlert, Inc., a Utah
      corporation (the “Company”), in its Articles of Incorporation and as permitted
      by Section 602 of the *Utah Revised Business Corporation Act*, as amended
      (the “Utah Act”), the Company’s Board of Directors does hereby establish a
      series of the Company’s Preferred Stock designated as Series A Convertible
      Redeemable Non-Voting Preferred Stock (“Series A Preferred Stock”) and does
      hereby designate the rights, preferences, privileges and other attributes of
      the
      shares of Series A Preferred Stock, as amended, as follows:





1.
            Designation
                and Number of Shares.





A
      series
      of the Company’s Preferred Stock is hereby established, to be designated and
      known as “Series A Convertible Redeemable Non-Voting Preferred Stock”
(hereinafter referred to as the “Series A Preferred Stock”), consisting of three
      million five hundred and ninety thousand (3,590,000) shares of the authorized
      and unissued shares of the Company’s Preferred Stock, $0.0001 par value per
      share.  The Company shall from time to time, in accordance with the
      laws of the State of Utah, increase the number of shares of its Common Stock,
      $0.0001 par value per share, if at any time the number of shares of the
      Company’s Common Stock remaining unissued and available for issuance shall not
      be sufficient to permit conversion of the Series A Preferred Stock provided
      herein.





2.         Dividends.





The
      holders of shares of Series A Preferred Stock, as a group, shall be entitled
      to
      receive quarterly dividends out of any of the Company’s assets legally available
      therefor, prior and in preference to any declaration or payment of any dividend
      on the Common Stock of the Company, in an amount equal to (i) a fraction, the
      numerator of which is the then issued and outstanding share of Series A
      Preferred Stock of the company and the denominator of which is 3,590,000
      multiplied by (ii) $1.54 per day times the number of the Company’s parolee
      contracts calculated in days during the quarter, divided among the holders
      of
      the Series A Preferred Stock pro rata to their stock ownership.  For
      example, if there were 3,590,000 shares of Series A Preferred Stock issued
      and
      outstanding, and an average of 10,000 parolee contracts outstanding during
      a
      quarter with 90 days, the total dividend would be $1,386,000 (3,590,000 /
      3,590,000) x $1.54 X 90 days X 10,000 contracts), with each shareholder entitled
      to receive a proportionate share of the dividend payable based his or her
      ownership of  shares of Series A Preferred Stock.  Provided,
      however, in no event shall a dividend be paid to the holders of Series A
      Preferred Stock on contracts providing gross revenues to the Company of less
      than $4.50, or more, per day.  At the option of the Company, dividends
      may be paid in either cash or in shares of common stock of RemoteMDx, Inc.
      valued at the lower of (i) the current market price  or (ii) $1.00 per
      share to holders of record of shares of Series A Preferred Stock as they appear
      on the books and records of the Company.  Holders of shares of Series
      A Preferred Stock shall not participate in dividends paid to holders of Common
      Stock.  Except as described below, no dividends shall be paid or
      declared and set apart for payment on any class or series of shares of the
      Company that are junior to the Series A Preferred Stock for any period unless
      full cumulative dividends have been paid or contemporaneously are declared
      and
      paid or set apart for payment on the Series A Preferred Stock.  A
      dividend payable in shares of Common Stock or in shares of another class of
      stock junior to the Series A Preferred Stock may, however, be
      made.  Holders of Series A Preferred Stock shall not participate in
      excess dividends remaining following payment of all accrued and unpaid dividends
      owing to holders of Series A Preferred Stock.








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3.
            Liquidation
                Preference.





(a)        In
      the event of any voluntary or involuntary liquidation, dissolution or winding
      up
      of the Company, the holders of Series A Preferred Stock shall be entitled to
      receive out of the assets of the Company available for distribution to
      shareholders before any distribution or payment is made to holders of shares
      of
      Common Stock, or to holders of any other shares of the Company ranking junior
      upon liquidation to the Series A Preferred Stock, liquidation distributions
      in
      the amount of One Dollars ($1.00) per share plus all accrued and unpaid regular
      or special dividends, if any, multiplied by 150%, before any payment is made
      to
      holders of shares of the Company’s equity securities that are junior to the
      Series A Preferred Stock. If upon any voluntary or involuntary liquidation,
      dissolution or winding up of the Company, the assets of the Company shall be
      insufficient to make the full payment on the Series A Preferred Stock as
      described in the immediately preceding sentence, and similar payments on any
      other class of shares ranking on a parity with the Series A Preferred Stock
      upon
      liquidation, then the holders of the Series A Preferred Stock and of such other
      class of shares will share ratably in any such distribution of assets of the
      Company in proportion to the full respective distributable amounts to which
      they
      are entitled.





(b)        After
      payment to the holders of the Series A Preferred Stock of the amounts set forth
      in subparagraph 3(a) above, the holders of Series A Preferred Stock shall not
      be
      entitled to any further participation in any distribution or payment by the
      Company, and the entire remaining assets and funds of the Company legally
      available for distribution, if any, shall be distributed among the holders
      of
      shares of Common Stock in proportion to the shares of Common Stock then held
      by
      them.





(c)        A
      consolidation or merger of the Company with or into any other corporation or
      corporations, or a sale of all or substantially all of the assets of the Company
      that does not involve a distribution by the Company of cash or other property
      to
      the holders of shares of Common Stock, shall not be deemed to be a liquidation,
      dissolution or winding up of the Company within the meaning of this Section
      3,
      but rather shall be subject to the provisions of Section 6 below.





4.
            Voting
                Rights.





Except
      as
      otherwise expressly provided herein or as required by Utah law, the holders
      of
      Series A Preferred Stock shall not be entitled to voting rights, except that
      without the approval of holders of a majority of the outstanding shares of
      Series A Preferred Stock, the Company shall not (i) authorize, create or issue
      any shares of any class or series ranking senior to the Series A Preferred
      Stock
      as to liquidation rights; (ii) amend, alter or repeal by any means the Company’s
      Articles of Incorporation if the powers, preferences or special rights of the
      Series A Preferred Stock would be materially adversely affected; or (iii) become
      subject to any restriction on the Series A Preferred Stock other than
      restrictions arising solely under the Utah Act or existing under the Company’s
      Articles of Incorporation as in effect on January 28, 2005.  Upon
      conversion of shares of Series A Preferred Stock by holders thereof into Common
      Stock of the Company provided for in Section 5 below, holders (to the extent
      of
      their Common Stock) shall be entitled to voting rights pertaining to the Common
      Stock received upon such conversion.








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5.         Conversion
      of Series A Preferred Stock.  The holders of shares of Series A
      Preferred Stock shall have the following conversion rights.





(a)        Right
      to Convert.  Subject to the Conversion Limitation set forth in
      Section 5(b) below, and  provisions of Section 8, the Series A
      Preferred Stock may be converted, at the holder’s option, at any time into an
      aggregate of a number of shares equal to the product of (i) a fraction, the
      numerator of which is the number of Series A Preferred Stock of the Company
      to
      be converted by the holder and the denominator of which is 3,590,000 multiplied
      by (ii) 20% of the then issued and outstanding common shares of the
      Company.





(b)        Mechanics
      of Conversion.  Each conversion shall be effected by the holder
      surrendering the certificate(s) for the shares of Series A Preferred Stock
      to be
      converted to the Company with a Conversion Certificate executed by the holder
      for not less than $100,000.00 aggregate conversion amount including any accrued
      and unpaid regular and special dividends and accompanied, as required by the
      Company, by proper assignment.  The date of execution of such
      Conversion Certificate and delivery by facsimile to the Company at (801)
      451-6281 shall be defined as the “Conversion Date.”  Upon conversion,
      the Company shall use its reasonable best efforts to deliver to the holder
      certificates evidencing shares of the Company’s Common Stock within ten (10)
      business days following the Conversion Date.  The Company shall use
      its reasonable best efforts to deliver to the holder certificates evidencing
      shares of Series A Preferred Stock that are not converted within ten (10)
      business days following the Conversion date.  In the event a merger,
      consolidation or sale of all or substantially all of the assets of the Company
      or a similar business combination involving the Company, all of the shares
      of
      Series A Preferred Stock, at the option of the holder, may be converted into
      the
      number of shares of Common Stock into which the shares of Series A Preferred
      Stock are convertible at the time of the closing of such
      transaction.  In the event the Company shall fail to deliver
      certificates evidencing shares of the Company’s Common Stock upon any conversion
      of shares of Series A Preferred Stock within five (5) business days of the
      Conversion Date.





(d)        Other
      Distributions.  In the event the Company shall at any time or from
      time to time make or issue, or fix a record date for the determination of
      holders of Common Stock entitled to receive, a dividend or other distribution
      payable in securities of the Company or any of its subsidiaries, if any, then
      in
      each such event a provision shall be made so that the holders of shares of
      Series A Preferred Stock shall receive, upon the conversion thereof, the
      securities of the Company that they would have received had their Series A
      Preferred Stock been converted into shares of Common Stock on the date of such
      event.





(e)        No
      Impairment.  The Company will not, by amendment to its Articles of
      Incorporation or through any reorganization, transfer of assets, consolidation,
      merger, dissolution, issue or sale of securities or any other voluntary action,
      avoid or seek to avoid the observance or performance of any of the terms to
      be
      observed or performed hereunder by the Company, but will at all times in good
      faith assist in the carrying out of all of the provisions of this Section 5
      and
      in the taking of all such action as may be necessary or appropriate in order
      to
      protect the conversion rights of the holders of Series A Preferred Stock against
      impairment.  No amendment shall be made to the Company’s Articles of
      Incorporation that would alter or change the powers, preferences or privileges
      of the shares of Series A Preferred Stock so as to affect them adversely without
      the vote or approval of the holders of at least a majority of the outstanding
      shares of Series A Preferred Stock.





(f)         Certificates
      as to Adjustments.  Upon the occurrence of each adjustment or
      readjustment of the Series A Preferred Stock conversion formula pursuant to
      this
      Section 5, the Company at its expense shall promptly compute such adjustment
      or
      readjustment in accordance with the terms hereof and cause an independent public
      accountant selected by the Company’s Board of Directors to verify such
      computation and prepare and furnish to each holder of Series A Preferred Stock
      a
      certificate setting forth such adjustment or readjustment and showing in detail
      the facts upon which such adjustment or readjustment is based.  The
      Company shall, upon the written request at any time of any holder of Series
      A
      Preferred Stock, furnish or cause to be furnished to such holder a like
      certificate setting forth (i) such adjustments and readjustments; (ii) the
      Series A Preferred Stock conversion formula at the time in effect; and (iii)
      the
      number of shares of Common Stock that at the time would be received upon the
      conversion of shares of Series A Preferred Stock.








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(g)        Notices
      of Record Date.  In the event of any taking by the Company of a
      record of the holders of any class of securities for the purpose of determining
      the holders thereof who are entitled to receive any dividend or other
      distribution, any security or right convertible into or entitling the holder
      thereof to receive additional shares of Common Stock, or any right to subscribe
      for, purchase or otherwise acquire any shares of stock of any class or any
      other
      securities or property or to receive any other right, the Company shall mail
      to
      each holder of Series A Preferred Stock at least ten (10) days prior to the
      date
      specified therein, a notice specifying the date on which any such record is
      to
      be taken for the purpose of such dividend, distribution, security or right,
      and
      the amount and character of such dividend, distribution, security or
      right.





(h)        Issue
      Taxes.  The Company shall pay any and all issue and other taxes
      that may be payable in respect of any issue or delivery of shares of Common
      Stock upon conversion of shares of Series A Preferred Stock pursuant hereto;
      provided, however, that the Company shall not be obligated to pay any transfer
      taxes resulting from any transfer requested by any holder of shares of Series
      A
      Preferred Stock in connection with any such conversion.





(i)         Reservation
      of Stock Issuable upon Conversion.  The Company shall at all times
      reserve and keep available out of its authorized but unissued shares of Common
      Stock, solely for the purpose of effecting the conversion of the shares of
      Series A Preferred Stock, such number of its shares of Common Stock as shall
      from time to time be sufficient to effect the conversion of all of the shares
      of
      issued and outstanding Series A Preferred Stock; and if at any time the number
      of authorized but unissued shares of Common Stock shall not be sufficient to
      effect the conversion of all of the shares of issued and outstanding Series
      A
      Preferred Stock, the Company will take such corporate action as may, in the
      opinion of its counsel, be necessary to increase its authorized but unissued
      shares of Common Stock to such number of shares as shall be sufficient for
      such
      purpose, including, without limitation, engaging in best efforts to obtain
      the
      requisite shareholder approval of any necessary amendment to the Company’s
      Articles of Incorporation.





(j)         Fractional
      Shares.  No fractional share of Common Stock or securities
      representing fractional shares of Common Stock shall be issued upon the
      conversion of any share or shares of Series A Preferred Stock. All shares of
      Common Stock (including fractions thereof) issuable upon conversion of more
      than
      one (1) share of Series A Preferred Stock by a holder thereof shall be
      aggregated for purposes of determining whether the conversion would result
      in
      the issuance of any fractional share. If, after the aforementioned aggregation,
      the conversion would result in the issuance of a fraction of a share of Common
      Stock, the Company shall, in lieu of issuing any fractional share, pay the
      holder otherwise entitled to such fraction, a sum in cash equal to the current
      market value of such fraction on the date of conversion.





(k)        Notices.  Any
      notice required by the provisions of this Section 5 to be given to the holders
      of shares of Series A Preferred Stock shall be deemed given if deposited in
      the
      United States mail, postage prepaid, and addressed to each holder of record
      at
      such holder’s address appearing on the books and records of the
      Company.








5





(l)         Adjustments.  In
      case of any reorganization or any reclassification of the capital stock of
      the
      Company, any consolidation or merger of the Company with or into another
      corporation or corporations, or the conveyance of all or substantially all
      of
      the assets of the Company to another corporation, each share of Series A
      Preferred Stock shall thereafter be convertible into the number of shares of
      stock or other securities or property (including cash) to which a holder of
      the
      number of shares of Common Stock deliverable upon conversion of such shares
      of
      Series A Preferred Stock would have been entitled upon the record date (or
      date
      of, if no record date is fixed) such reorganization, reclassification,
      consolidation, merger or conveyance; any, in any case, appropriate adjustment
      (as determined by the Company’s Board of Directors) shall be made in the
      application of the provisions herein set forth with respect to the rights and
      interests thereafter of the holders of such Series A Preferred Stock, to the
      end
      that the provisions set forth herein shall thereafter be applicable, as nearly
      as equivalent as is practicable, in relation to any shares of stock or the
      securities or property (including cash) thereafter deliverable upon the
      conversion of the shares of such Series A Preferred Stock.





6.         Restrictions
      and Limitations.  So long as any shares of Series A Preferred
      Stock remain issued and outstanding, the Company shall not without the consent
      of the holders of a majority of the shares of Series A Preferred Stock then
      outstanding:





(a)        Purchase,
      redeem, or otherwise acquire (or pay into or set aside for a sinking fund for
      such purpose) any of the Common Stock of the Company; provided, however, that
      this restriction shall not apply to the repurchase of fractional shares, odd
      lots or shares of Common Stock from directors, officers, consultants or
      employees of the Company or any subsidiary, if any; or





(b)        Effect
      any reclassification, recapitalization or other change with respect to any
      outstanding shares of stock that results in the issuance of shares of stock
      having any preference or priority as to dividends, redemption rights,
      liquidation preferences, conversion rights, voting rights or otherwise, that
      are
      superior to any such preference or priority of the Series A Preferred Stock;
      or





(c)        Increase
      or decrease (other than by redemption or conversion) the total number of
      authorized shares of the Company’s Preferred Stock or the total number of shares
      of the Company’s Preferred Stock designated as Series A Preferred Stock;
      or





(d)        Authorize
      or issue, or obligate itself to issue, any other equity security senior to
      the
      Series A Preferred Stock as to dividends, redemption rights, liquidation
      preferences, conversion rights, voting rights or otherwise, or create any
      obligation or security convertible into or exchangeable for, or having any
      option or rights to purchase, any such equity security that is senior to, the
      Series A Preferred Stock.  The consent of the holders of a majority of
      the shares of Series A Preferred Stock shall not be required if any other equity
      security on parity with the Series A Preferred Stock as to dividends, redemption
      rights, liquidation preferences, conversion rights, voting rights, or otherwise
      is to be issued.





7.         No
      Reissuance of Series A Preferred Stock.  No share or shares of
      Series A Preferred Stock acquired by the Company by reason of redemption,
      purchase, conversion or otherwise shall be reissued, and all such shares shall
      be returned to the status of undesignated shares of the Company’s Preferred
      Stock.








6





8.         Redemption.  The
      Company shall have the right at any time to redeem up to 100% of the Series
      A
      Preferred Stock.  The Redemption Price for each investor shall include
      (i) a Fixed Payment equal to the investor’s initial investment increased by 12%
      per annum since the date of purchase of the Series A Preferred Stock multiplied
      by 1.5 plus (ii) a Contingent Payment, to be paid quarterly over a three year
      period from the date of the redemption, equal to (A) a fraction, the numerator
      of which is the then issued and outstanding shares of Series A Preferred Stock
      of the company being redeemed from the investor and the denominator of which
      is
      3,590,000 multiplied by (B) $1.54 per day times the number of the Company’s
      parolee contracts per day during a quarter for contracts providing gross
      revenunesto the Company of $4.50, or more, per day.  By way of
      example, if an investor invested $100,000 two years prior to the redemption,
      the
      Fixed Payment an investor would receive would be $186,000 ($100,000 + (2 X
      .12)
      X 1.5) and if the holder of Series A Preferred Stock owned 1,795,000 shares
      of
      stock which were redeemed and there were a daily average of 10,000 parolee
      contracts outstanding during a quarter having 90 days, the amount of the
      Contingent Payment due to an investor for that quarter would be $693,000
      ((1,795,000 / 3,590,000) x $1.54 X 90 days X 10,000 contracts).  At
      the option of the Company, either or both of the Fixed Payment and Contingent
      Payment, or any portion thereof, may be paid in either cash or in shares of
      RemoteMDx, Inc., common stock valued at the lower of (i) the current market
      price or (ii) $1.00 per share.  The Company shall give the holders of
      the Series A Preferred Stock written notice not less than 30 days prior to
      the
      redemption.  If the Company redeems some but less than all of the
      issued and outstanding shares of Series A Preferred Stock, the Company may
      select those shares to be redeemed by lot or on a pro rata basis or by any
      other
      method deemed by the Company’s Board of Directors to be equitable (with any
      necessary adjustments to avoid fractional shares).  Any shares of
      Series A Preferred Stock for which a written notice of redemption has been
      given
      may not be converted into shares of Common Stock under Section 5 if the
      redemption is completed as provided in the written notice.  Any
      dividends otherwise payable in connection with shares of Series A Preferred
      Stock for which a written notice of redemption has been given shall cease to
      be
      payable upon the date of the notice provided the redemption is completed as
      provided in the written notice, and, upon redemption, such shares shall no
      longer be deemed to be issued and outstanding, and all rights of the holders
      thereof as shareholders of the Company shall cease.





9.         United
      States Dollars.  All references herein to Dollars shall be deemed
      to refer to United


States
      Dollars.





The Corporation executes this Designation of Rights and Preferences
      as of July 6, 2007.








**SecureAlert,
                Inc.**By:
            /s/  Michael
                G. ActonName:
            Michael
                G. ActonTitle:
            Corporate
                Secretary












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