**Exhibit 10.99****SECOND AMENDMENT TO COMMON STOCK PURCHASE WARRANT**This Second Amendment to Common Stock Purchase Warrant (this “**Amendment**”), effective as ofFebruary 29, 2008, by and between Applied Digital Solutions, Inc., a Delaware corporation (the“**Company**”), Laurus Master Fund, Ltd. (“**Laurus**”), PSource Structured Debt Limited, a Guernseylimited liability closed-ended company (“**PSource**”) and Valens U.S. SPV I, LLC (“**VON**” and togetherwith Laurus and PSource, the “**Purchasers**” and each, a “**Purchaser**”), amends that certain CommonStock Purchase Warrant, issued as of August 24, 2006, as amended on August 31, 2007, by the Companyin favor of Laurus Master Fund, Ltd. and exercisable into up to 1,719,745 shares of Common Stock ofthe Company (as amended, modified or supplemented from time to time, the “**Warrant**”). Capitalizedterms used but not defined herein shall have the meanings given them in the Securities PurchaseAgreement, dated as of August 24, 2006, by and between the Company and Laurus (as amended, modifiedor supplemented from time to time, the “**Purchase Agreement**”).**PREAMBLE****WHEREAS**, pursuant to the terms of the Purchase Agreement, the Company issued and sold theWarrant to Laurus;**WHEREAS**, Laurus subsequently assigned a portion of the Warrant to each of VON and PSource, inthe amount of 43,007 shares of Common Stock of the Company and1,676,738 shares of Common Stock of the Company, respectively; and**WHEREAS**, the Warrant was previously amended on August 31, 2007 and the Purchasers and theCompany again desire to amend the Warrant in connection with the Amendment of Warrants andConditional Consent to Asset Sales made and entered into effective as of February 29, 2008, by andamong Kallina Corporation, a Delaware corporation, Laurus, VON, Valens Offshore SPV I, Ltd.,PSource, Valens Offshore SPV II, CORP., a Delaware corporation, and the Company.**NOW, THEREFORE**, in consideration of the covenants, agreements and conditions hereinafter setforth, and other good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto agree as follows:1. The definition of “Exercise Price” in the Warrant is hereby deleted and replaced by thefollowing:The “Exercise Price” applicable under this Warrant shall be the price of $0.70 per share foreach share acquired hereunder.2. This Amendment shall be effective as of the date hereof following the execution anddelivery of this Amendment by each of the Company, Laurus, VON and PSource (the “**AmendmentEffective Date**”).
 
 

 
3. Except as specifically set forth in this Amendment, there are no other amendments,modifications or waivers to the Warrant, and all of the other forms, terms and provisions of theWarrant remains in full force and effect.4. From and after the Amendment Effective Date, all references in the Purchase Agreement andthe Related Agreements referred to therein to the “Warrant” shall be deemed to be references to the“Warrant” as modified hereby.5. This Amendment shall be binding upon the parties hereto and their respective successors andpermitted assigns and shall inure to the benefit of and be enforceable by each of the partieshereto and their respective successors and permitted assigns. **THIS AMENDMENT SHALL BE CONSTRUEDAND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.**This Amendmentmay be executed in any number of counterparts, each of which shall be an original, but all of whichshall constitute one instrument.[signature page follows]
 
 

 
**IN WITNESS WHEREOF**, each of the parties hereto has executed this Amendment or has caused thisAmendment to be executed on its behalf by a representative duly authorized, all as of the datefirst above set forth.       COMPANY: PURCHASER:       APPLIED DIGITAL SOLUTIONS, INC. LAURUS MASTER FUND, LTD.       By: /s/ Lorraine M. Breece By: /s/ Scott Bluestein       Name: Lorraine M. Breece Name: Scott Bluestein       Title: Senior VP and Acting CFO Title: Authorized Signatory                  VALENS U.S. SPV I, LLC           By: /s/ Scott Bluestein           Name: Scott Bluestein           Title: Authorized Signatory                  PSOURCE STRUCTURED DEBT LIMITED           By: /s/ Scott Bluestein           Name: Scott Bluestein           Title: Authorized Signatory       
 Second Amendment to Common Stock Purchase Warrant