Exhibit
      3.03




**Articles
      of Amendment**


**to
      the**


**fourth
      amended and restated**


**Designation
      of Right and Preferences of Series A 10% Convertible Non-Voting Preferred
      Stock**


**of
      RemoteMDx, 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 RemoteMDx, Inc., a Utah
      corporation (the “Corporation”), hereby declares and certifies as
      follows:





1.   
        The name of the Corporation is
**RemoteMDx,  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 Fourth Amended and
      Restated Designation of Right and Preferences of Series A 10% Convertible
      Non-Voting Preferred Stock of RemoteMDx, 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 4,439.32 shares of Series A Convertible Redeemable
      Non-Voting Preferred Stock outstanding, of which 4,335.87 shares voted in favor
      of the Fourth Amended Restated Designation of Right and Preferences of Series
      A
      10% Convertible Non-Voting Preferred Stock of RemoteMDx, 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 Fourth Amendment to the Designation of
      Right and Preferences of Series A 10% Convertible Non-Voting Preferred Stock
      of
      RemoteMDx, Inc., shall be effective upon filing with the Division.













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





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






















































































2





Exhibit
      A








**REMOTEMDX,INC.**





**FOURTH
      AMENDED AND RESTATED**


**DESIGNATION
      OF RIGHTS AND PREFERENCES**


**OF**


**SERIES
      A 10% CONVERTIBLE NON-VOTING PREFERRED STOCK**





Pursuant
      to the authority vested in the
      Board of Directors of RemoteMDx, 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 herby establish a series of the Company’s
      Preferred Stock Designated as Series A 10% Convertible Non-Voting Preferred
      Stock (“Stock 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 10% Convertible Non-Voting Preferred Stock” (hereinafter referred to
      as the “series A Preferred Stock”), consisting of forty thousand (40,000) 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 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 shall be entitled to receive
      an Annual
      dividend out of any of the Company’s assets legally available therefore, prior
      and in preference to any declaration or payment of any dividend on the Common
      Stock of the Company, at the rate of ten percent (10%) per annum on the stated
      value of the Series A Preferred Stock (or $200.00 per share of Series A
      Preferred Stock).  Dividends will be paid either in cash of in
      additional shares of Series A Preferred stock at the discretion of the Board
      of
      Directors to holders of record of shares of Series A Preferred Stock as they
      appear on the books and records of the Company on such record dates not less
      than ten (10) days nor more than sixty (60) days preceding the payment dates
      thereof, as may be fixed by the Board of Directors of the
      Company.  Dividends shall be fully cumulative and shall accrue from
      the date of original issuance of the Series A Preferred Stock.  Once
      dividends are paid on the Series A Preferred Stock, holders of shares of Series
      A Preferred Stock will 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 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 shares junior to the Series A Preferred Stock may,
      however, be made.  Dividends on the Series A Preferred Stock may, at
      the option of the Company’s Board of Directors, be paid in either cash or in
      additional shares of Series A Preferred Stock.  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.








3





3.
            Liquidation
                Preference.





winding
      up of the Company, the holders of Series A Preferred Stock shall be entitled
      to
      receive out of the assts of the Company available for distribution to
      shareholders before any distribution of 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 Two Dollars ($2.00) per share plus all accrued and unpaid regular
      or special dividends, if any , multiplied by 133%, 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 will 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 of other property
      to
      the holders of shares of Common Stock, shall 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 will 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, references 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 June 12, 2000.  Upon
      conversion of shares of Series A Preferred Stock by holders thereof into Common
      Stock of the Company, holders (to the extent of their Common Stock) shall be
      entitles to voting rights pertaining to the Common Stock received upon such
      conversion.








4





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.  Each share of Series A Preferred Stock may be
      converted at the holder’s option at any time at the rate of 370 shares of common
      stock for each share of Series A Preferred Stock converted (the “Conversion
      Factor”).





(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 $25,000.00 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 such Conversion
      Certificate and delivery by facsimile to the Company at (801) 974-9553 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 five (5) business days of the
      Conversion Date.  The Company shall use reasonable best efforts to
      deliver to the holder certificates evidencing shares of Series A Preferred
      Stock
      that are not converted within three (3) business days of 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 even 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, the Company shall pay the holder daily liquidated
      damages in an amount equal to one percent (1%) of the principal amount of the
      shares of Series A Preferred Stock converted into Common Stock for each day
      beyond said five (5) business days.





(c)   Adjustments
      for Combinations of Subdivisions of Common Stock.  In the event
      the Company at any time or from time to time after the date on which a share
      of
      Series A Preferred Stock was first issued shall declare or pay any dividend
      on
      the Common Stock payable in shares of Common Stock or in any right to acquire
      shares of Common Stock, or shall effect a subdivision of the outstanding shares
      of Common Stock into a greater number of shares of Common Stock (by stock split,
      reclassification or otherwise), or in the event the outstanding shares of Common
      Stock shall be combined or consolidated, by reclassification or otherwise,
      into
      a lesser number of shares of Common Stock, then the Series A Preferred Stock
      conversion formula set forth in Section 5(a) above in effect immediately prior
      to such even shall, concurrently with the effectiveness of such event, be
      proportionately increased or decreased, as appropriate.








5





(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 of other distribution
      payable in securities of the Company of 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 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 or 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 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 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 tie 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.





(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 entitles 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 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 any such conversion.








6





(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 ant 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
      share holder approval of any necessary amendment to the Company’s Articles of
      Incorporation.





(j)    Fractional
      Shares. No fractional shares 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 faction 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.





(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 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.








7





6.
            Merger
                or Consolidation.





(a) At
      any
      time, in the event of:





(i)
            Any
                transaction or series of related transitions (including, without
                limitation, any reorganization prior to such transaction not holding
                (by
                virtue of such shares or securities issued solely with respect thereto)
                at
                least fifty percent (50%) of the voting power of the surviving or
                continuing entity; or


(ii)
            A
                sale of all or substantially all of the assets of the Company, unless
                the
                Company’s shareholders immediately prior to such sale will, as a result of
                such sale, hold (by virtue of securities issued as consideration
                for the
                Company’s sale) at least fifty percent (50%) of the voting power of the
                purchasing entity;





(the
      foregoing events are individually referred to herein as a “Sales Transaction”),
      then, holders of the Series A Preferred Stock of record as of the date of
      consummation of the Sales Transaction shall be entitled to receive, prior and
      in
      preference to any payment of consideration to the holders of Common Stock,
      in
      cash or in securities received from the acquiring corporation, or in a
      combination hereof, at the closing of any such Sales Transaction, at the
      holder’s discretion, an amount per share equal to Two Hundred Dollars ($200.00)
      per share, as adjusted for any combinations, consolidations, stock distributions
      or stock dividends with respect to such shares), plus all declared or
      accumulated but unpaid dividends on such shares as of the date of closing of
      such Sales Transaction.  In the event the proceeds of the Sales
      Transaction are not sufficient to make full payment of the aforementioned
      preferential amounts to the holders of the Series A Preferred Stock in
      accordance herewith, then the entire amount payable in respect of the proposed
      Sales Transaction shall be distributed ratably among the holders of the Series
      A
      Preferred Stock in proportion to the product of the liquidation preference
      of
      each such share and the number of such shares owned by each such
      holder.  Upon completion of the payment to the holders of Series A
      Preferred Stock as provided above, the remaining proceeds of such Sales
      Transaction shall be distributed among the holders of record (as of the date
      of
      the consummation of the Sales Transaction) of shares of Common Stock in
      proportion to the number of shares of Common Stock then held.  Unless
      otherwise consented to by the holders of a majority of the outstanding shares
      of
      Series A Preferred Stock, such payments shall be made with respect to the Series
      A Preferred Stock and to holders of Common Stock by purchase of such shares
      of
      Series A Preferred Stock and Common Stock by the surviving corporation, entity
      or person, or by redemption of such shares by the Company, in the discretion
      of
      the Company.





(b)   Any
      securities to be delivered to the holders of Series A Preferred Stock pursuant
      to Section 6(a) above shall be valued as follows:





(i)
            Securities
                not subject to investment letter or other similar restrictions on
                free
                marketability as provided for in subsection (ii)
                below:





(A)   If
      traded on a securities exchange or reported on the NASDAQ SmallCap Market,
      the
      value shall be deemed to be the average of the closing prices of the securities
      on such exchange over the thirty (30) day period ending three (3) days prior
      to
      the closing;








8





(B)   If
      actively traded over-the-counter, the value shall be deemed to be the average
      of
      the closing bid or sale prices (whichever is applicable) over the thirty (30)
      day period ending three (3) days prior to the closing; and





(C)   If
      there is no active public market, the value shall be the fair market value
      thereof, as mutually determined by the Company’s Board of Directors and the
      holders of a majority of the outstanding shares of the Series A Preferred
      Stock.





(iii)
         The method of valuation of securities subject to investment
      letter of other restriction son free marketability (other than restriction
      arising solely by virtue of a shareholder’s status as an affiliate or former
      affiliate of the Company) shall be to make an appropriate discount from the
      market value determined in Section 6(b)(i)(A), (B) or (C) above to reflect
      the
      approximate fair market value thereof, as mutually determined by the Company
      and
      the holders of a majority of the outstanding shares of Series A Preferred
      Stock.





(c)   In
      the
      event the requirements of Section 6(a) above are not complied with, the Company
      shall forthwith either:





(i)     Cause such closing to be postponed until such
      time as the requirements of this Section 6 have been complied with;
      or





(ii)    Cancel such transaction, in which event the rights,
      preferences and privileges of the holders of Series A Preferred Stock shall
      revert to and be the same as such rights, preferences and privileges existing
      immediately prior to the date of the first notice referred to in Section 6(d)
      below.





(d)   The
      company shall give each holder of record of Series A Preferred Stock written
      notice of such impending transaction not later than ten (10) days prior to
      the
      shareholders’ meeting called to approve such transaction. The notice shall
      describe the material terms and conditions of the impending transaction and
      the
      provisions of section 6, and the Company shall thereafter give such holders
      prompt notice of any material to the impending transaction. The transaction
      shall in no event take place soon after twenty (20) days after the Company
      has
      given the notice provided for herein or sooner then ten (10) days after the
      Company has given the notice of any material changes in the impending
      transactions as provided for herein; provided, however, that such periods may
      be
      shortened upon the written consent of the holders of a majority of the
      outstanding shares of A Preferred Stock.





7.      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








9





(b)   Effect
      and reclassification, recapitalization or any 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 or 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 or 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 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 to
      be
      issued.





8.      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.





9.      Redemption.
      The Company shall have the right to call for redemption up to 66-2/3% of the
      total number of shares of Series A Preferred stock initially issued at its
      option at any time. Notwithstanding what the Market Price or the Conversion
      Factor may be at any time, the Company may designate a different and lower
      conversion price (the “New Conversion Price”) and the call price for all shares
      of Series A Preferred Stock for redemption by the Company shall be a minimum
      of
      133% of the New Conversion Price. The Company’s call option shall be assignable,
      in whole or in part, and shall be exercised in writing with payment to accompany
      the exercise notice or to be paid within two (2) business days thereafter.
      If
      less then all 66-2/3% of the issued and outstanding shares of Series A Preferred
      Stock are to be redeemed, the Company will 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 be converted into shares of Common Stock at any
      time before the close of business on the date fixed for the redemption of such
      shares of Series A Preferred Stock. After the date fixed for redemption,
      dividends on shares of Series A Preferred stock called for redemption shall
      cease to accrue, 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 unless the Company defaults on the payment of the redemption
      price.








10





10.    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.








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




















































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