Exhibit 10.105


    
      
        

      
Exhibit 10.105

    TRADEMARK
      ASSIGNMENT
      AGREEMENT 

    This
      Trademark Assignment Agreement
      (the “Agreement”) is entered into this 21st day of December,
      2006 (the “Effective Date”) by and between Applied Digital
      Solutions, Inc., a corporation duly organized and existing under the laws of
      the
      State of Missouri and having it principal place of business at 1690 S. Congress
      Avenue, Suite 200, Delray Beach, FL 33445 (“Assignor”) and
      VeriChip Corporation, a corporation duly organized and existing under the laws
      of the State of Delaware and having it principal place of business at 1690
      S.
      Congress Avenue, Suite 200, Delray Beach, FL 33445
      (“Assignee”). 

    A.
      WHEREAS, Assignor owns the entire
      right, title and interest in and to certain U.S. and foreign trademarks and
      services marks, both registered and unregistered, and applications for trademark
      and service mark registrations filed with the United States Trademark Office
      and
      foreign trademark applications, as listed in attached Exhibit A or otherwise
      using the prefix “Veri” (collectively the “Marks”);


    B.
      WHEREAS Assignor owns 100% of the
      outstanding stock of Assignee; 

    C.
      WHEREAS, Assignor and Assignee
      entered into a certain Trademark License Agreement effective the 5th day of
      August, 2005 (the “License Agreement”) which, among other provisions,


    (i)
      granted certain licenses to
      Assignee to use the Marks; 

    (ii)
      provided for termination of the
      License Agreement upon such time as (a) Assignor ceases to own 100% of the
      outstanding stock of Assignee and (b) Assignor and Assignee have failed,
      after good faith negotiations, to reach an agreement providing for, inter
      alia, the payment of royalties; and 

    (iii)
      in Section 12, obligated
      Assignee to discontinue use of the Marks upon termination of the License
      Agreement; 

    D.
      WHEREAS, Assignor is preparing to
      issue stock of Assignee to the public; and 

    E.
      WHEREAS Assignee desires to
      acquire all of Assignor’s right, title and interest, in and to the Marks
      together with all the goodwill of the business symbolized thereby, and Assignor
      desires to assign all such right, title and interest in and to the Marks to
      Assignee, upon the terms and conditions set forth herein. 

    NOW,
      THEREFORE, for good and
      valuable consideration the receipt and sufficiency of which is hereby
      acknowledged by Assignor, the parties agree as follows: 

    1.
      Assignor hereby conveys and
      assigns to Assignee, and Assignee hereby accepts from Assignor, all of
      Assignor’s right, title and interest in and to the Marks, together with the
      goodwill of the business symbolized by the Marks. 

    
    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2.
      Assignor represents and warrants
      that: 

    (i) Assignor
      owns the entire
      right, title and interest in and to the Marks; 

    (ii)
      all registrations for the Marks
      are currently valid and subsisting and in full force and effect; 

    (iii)
      Assignor has not licensed the
      Marks to any other person or entity or granted, either expressly or impliedly,
      any trademark or servicemark rights with respect to the Marks to any other
      person or entity; 

    (iv)
      there are no liens or security
      interests against the Marks; 

    (v)
      Assignor has all authority
      necessary to enter into this Agreement and the execution and delivery of this
      Agreement has been duly and validly authorized; and 

    (vi)
      execution of this Assignment
      and performance of Assignor’s obligations hereunder shall not violate or
      conflict with any other agreement to which Assignor is a party or provision
      of
      Assignor’s Certificate of Incorporation or By-laws. 

    3.
      Assignor shall execute and
      deliver to Assignee on or before the Effective Date the Trademark Assignment
      in
      the form shown in Exhibit B. At any time, and from time to time after the
      Effective Date, at Assignee’s request, Assignor shall execute and deliver such
      other instruments of sale, transfer, conveyance, assignment and confirmation
      and
      take such other action, at Assignor’s expense, as Assignee may reasonably deem
      necessary or desirable in order to perfect or otherwise enable the transfer,
      conveyance and assignment to Assignee and to confirm Assignee’s title to the
      Marks and any and all federal and state trademark registrations thereof or
      applications therefore. Assignor further agrees to assist Assignee and to
      provide such reasonable cooperation and assistance to Assignee, at Assignee’s
      expense, as Assignee may reasonably deem necessary and desirable in exercising
      and enforcing Assignee’s rights in the Marks. 

    4.
      Within 15 days of the execution
      of this Agreement, Assignee will pay Assignor the sum of $10. 

    5.
      After the Effective Date,
      Assignor agrees to make no further use of the Marks or any mark confusingly
      similar thereto, anywhere in the world, except as may be expressly authorized
      by
      the parties in writing, and Assignor agrees to not challenge Assignee’s use or
      ownership, or the validity, of the Marks. 

    6.
      Assignor and Assignee agree that
      the terms of this Agreement shall take precedence over any contrary terms of
      the
      License Agreement, including expressly Section 12 of the License Agreement.


    7.
      This Agreement shall be binding
      on and shall inure to the benefit of the parties to this Agreement and their
      successors and assigns, if any. 

    
    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    8.
      Miscellaneous. 

    (a)
      This Agreement, Exhibit A, and
      the Trademark Assignment whose form is shown in Exhibit B constitute the entire
      agreement of the parties with regard to the subject matter hereof. No
      modifications of or additions to this Agreement shall have effect unless in
      writing and properly executed by both parties, making specific reference to
      this
      Agreement by date, parties, and subject matter. 

    (b)
      This Agreement and the rights
      and obligations of the parties hereunder shall be governed by and construed
      in
      accordance with the laws of Florida, without regard to its conflict of laws
      principles, and shall be enforceable against the parties in the courts of
      Florida. For such purpose, each party hereby irrevocably submits to the
      jurisdiction of such courts, and agrees that all claims in respect of this
      Agreement may be heard and determined in any of such courts. 

    (c)
      This Agreement may be signed by
      each party separately, in which case attachment of all of the parties’ signature
      pages to this Agreement shall constitute a fully-executed agreement.


    (d)
      Any provision of this Agreement
      that is invalid, illegal or unenforceable in any jurisdiction shall, as to
      that
      jurisdiction, be ineffective to the extent of such invalidity, illegality or
      unenforceability, without affecting in any way the remaining provisions of
      this
      Agreement in such jurisdiction or rendering that or any other provision of
      this
      Agreement invalid, illegal or unenforceable in any other jurisdiction.


    IN
      WITNESS WHEREOF, the parties
      hereto have caused this Agreement to be executed by their respective duly
      authorized representatives as of the day and year above written. 

     

    
      	
            	
            	
            	
            	
            
	ASSIGNOR:	 	
            	  	ASSIGNEE:
	
            	
            	
            
	Applied
              Digital Solutions, Inc	 	
            	  	VeriChip
              Corporation
	
            	
            	
            
	By: /s/
              Michael Krawitz                                     
                             	 	
            	  	By: /s/
              Scott
              Silverman                                    
	
            	
            	
            
	Name: Michael
              Krawitz                                       
                           	 	
            	  	Name: Scott
              Silverman                                    
	
            	
            	
            
	Title: Chief
              Executive
              Officer                                       
                   	 	
            	  	Title: Chief
              Executive
              Officer                         


    

    
    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      A


     

    
      	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	
              Serial
                No.

            	  	Country	  	
              Title/Mark

            	  	FILE
              DATE	  	REG.
              No.	  	REG. DATE
	
              78/032295

            	  	US	  	TECHNOLOGY
              THAT CARES	  	10/25/2000	  	
            	  	
            
	
            	
            	
            	
            	
            	
            
	
              78/099039

            	  	US	  	VERICHIP	  	12/19/2001	  	
            	  	
            
	
            	
            	
            	
            	
            	
            
	
              2,425,463

            	  	Argentina	  	VERICHIP	  	4/21/2003	  	680,
              295	  	
            
	
            	
            	
            	
            	
            	
            
	
              825387060

            	  	Brazil	  	VERICHIP	  	4/21/2003	  	
            	  	
            
	
            	
            	
            	
            	
            	
            
	
              1,176,009

            	  	Canada	  	VERICHIP	  	4/25/2003	  	
            	  	
            
	
            	
            	
            	
            	
            	
            
	
              605929

            	  	Chili	  	VERICHIP	  	4/28/2003	  	680295	  	12/3/2003
	
            	
            	
            	
            	
            	
            
	
              3538381

            	  	China	  	VERICHIP	  	4/24/2003	  	
            	  	
            
	
            	
            	
            	
            	
            	
            
	
              03022969

            	  	Colombia	  	VERICHIP	  	4/22/2003	  	
            	  	
            
	
            	
            	
            	
            	
            	
            
	
              002912319

            	  	CTM
(Europe)	  	VERICHIP	  	10/29/2002	  	2912319	  	
            
	
            	
            	
            	
            	
            	
            
	
              131873

            	  	Ecuador	  	VERICHIP	  	3/6/2003	  	23971	  	6/24/2003
	
            	
            	
            	
            	
            	
            
	
              2003-18440

            	  	Korea	  	VERICHIP	  	4/22/2003	  	611263	  	
            
	
            	
            	
            	
            	
            	
            
	
              592475

            	  	Mexico	  	VERICHIP	  	3/14/2003	  	790076	  	4/30/2003
	
            	
            	
            	
            	
            	
            
	
              2003716292

            	  	Russia	  	VERICHIP	  	8/22/2003	  	
            	  	
            
	
            	
            	
            	
            	
            	
            
	
              2004-00069

            	  	South
Africa	  	VERICHIP	  	1/5/2004	  	
            	  	
            
	
            	
            	
            	
            	
            	
            
	
              05801/2003

            	  	Switzerland	  	VERICHIP	  	11/25/2003	  	519350	  	3/18/2004
	
            	
            	
            	
            	
            	
            
	
              092019313

            	  	Taiwan	  	VERICHIP	  	4/22/2003	  	Reg. No. 01091002	  	
            
	
            	
            	
            	
            	
            	
            
	
              3433-2002

            	  	Venezuela	  	VERICHIP	  	3/28/2003	  	
            	  	
            
	
            	
            	
            	
            	
            	
            
	
              78/119040

            	  	US	  	VERIPASS	  	4/2/2002	  	2,807,427	  	1/20/2004
	
            	
            	
            	
            	
            	
            
	
              78/103916

            	  	US	  	GET
              CHIPPED	  	1/21/2002	  	2772634	  	10/7/2003
	
            	
            	
            	
            	
            	
            
	
              826113800

            	  	Brazil	  	VERIMED	  	12/9/2003	  	
            	  	
            
	
            	
            	
            	
            	
            	
            
	
              003542271

            	  	CTM
(Europe)	  	VERIMED	  	12/8/2003	  	
            	  	
            
	
            	
            	
            	
            	
            	
            
	
              633078

            	  	Mexico	  	VERIMED	  	12/8/2003	  	831309	  	
            
	
            	
            	
            	
            	
            	
            
	
              78/259979

            	  	US	  	VERIMED	  	6/9/2003	  	
            	  	
            
	
            	
            	
            	
            	
            	
            
	
              78/882482

            	  	US	  	VERITRACE	  	5/12/2006	  	
            	  	
            


    

    
    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            	
            
	
              Serial
                No.

            	  	Country	  	
              Title/Mark

            	  	FILE
              DATE	  	REG. No.	  	REG. DATE
	
              Not
                yet
                assigned

            	  	Brazil	  	VERIGUARD	  	11/14/2003	  	
            	  	
            
	
            	
            	
            	
            	
            	
            
	
              003574233

            	  	CTM (Europe)	  	VERIGUARD	  	12/8/2003	  	
            	  	
            
	
            	
            	
            	
            	
            	
            
	
              633076

            	  	Mexico	  	VERIGUARD	  	12/8/2003	  	831307	  	
            
	
            	
            	
            	
            	
            	
            
	
              8261138000

            	  	Brazil	  	VERIPAY	  	12/9/2003	  	
            	  	
            
	
            	
            	
            	
            	
            	
            
	
              003574167

            	  	CTM (Europe)	  	VERIPAY	  	12/8/2003	  	
            	  	
            
	
            	
            	
            	
            	
            	
            
	
              633077

            	  	Mexico	  	VERIPAY	  	12/8/2003	  	831309	  	
            
	
            	
            	
            	
            	
            	
            
	
              78/260027

            	  	US	  	VERIPAY	  	6/9/2003	  	
            	  	
            
	
            	
            	
            	
            	
            	
            
	
              826059325

            	  	Brazil	  	VERIKID	  	11/14/2003	  	
            	  	
            
	
            	
            	
            	
            	
            	
            
	
              78/309237

            	  	US	  	VERIKID	  	10/3/2003	  	
            	  	
            


    

    Common
      law marks


    CHIPMOBILETM,
      a
      standard character mark 

    SECURITY
      THROUGH INNOVATIONTM,
      a
      standard character mark 

    THERE
      WHEN YOU NEED ITTM,
      a
      standard character mark 

    
    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Exhibit
      B


    IN
      THE UNITED STATES PATENT
      AND TRADEMARK OFFICE 

    TRADEMARK
      ASSIGNMENT


    WHEREAS,
      Applied Digital Solutions,
      Inc., a corporation duly organized and existing under the laws of the State
      of
      Missouri and having it principal place of business at 1690 S. Congress Avenue,
      Suite 200, Delray Beach, FL 33445 (“Assignor”) owns all the
      right, title and interest in and to the federal trademark registrations of
      the
      marks identified in Schedule A hereto (the “Marks”) and all
      foreign registrations everywhere in the world; and 

    WHEREAS,
      VeriChip Corporation, a
      corporation duly organized and existing under the laws of the State of Delaware
      and having it principal place of business at 1690 S. Congress Avenue, Suite
      200,
      Delray Beach, FL 33445 (“Assignee”), desires to acquire all
      right, title and interest in and to the Marks, the registrations thereof, and
      the goodwill associated therewith. 

    NOW
      THEREFORE, for good and valuable
      consideration, receipt of which is hereby acknowledged, Assignor hereby conveys
      and assigns to Assignee the entire right, title and interest in and to the
      Marks
      together with all goodwill of the business represented and symbolized thereby
      with all rights to sue and recover damages and/or profits for past
      infringements. 

     

     

    
      	
            	
            	
            	
            	
            
	_______________________	  	Applied
              Digital Solutions, Inc.
	
              Date

            	  	
            	  	
            
	
            	
            	
            
	
            	  	By:	  	________________________________
	
            	
            	
            
	
            	  	Name:	  	
            
	
            	
            	
            
	
            	  	Title: