**Exhibit
      3.4**





**Certificate
      of Elimination**


**To
      Eliminate**


**the
      Special Voting Preferred Stock,**


**the
      Class B Special Voting Preferred Stock,**


**the
      Series C Convertible Preferred Stock, and**


**the
      Series D Convertible Preferred Stock**


**of**





**APPLIED
      DIGITAL SOLUTIONS, INC.**





Applied
      Digital Solutions, Inc., a company organized and existing under the General
      and
      Business Corporation Law of the State of Missouri (the “Company”), hereby
      certifies:





FIRST:
      That the Board of Directors of the Company adopted the following resolutions
      by
      unanimous consent of the Board of Directors, effective March 22,
      2007:





**“UNANIMOUS
      CONSENT OF THE BOARD OF DIRECTORS OF**


**APPLIED
      DIGITAL SOLUTIONS, INC.**


**IN
      LIEU OF SPECIAL MEETING**





The
      undersigned, constituting all members of the Board of Directors (the “Board of
      Directors”) of APPLIED DIGITAL SOLUTIONS, INC., a Missouri corporation (the
“Company”), do hereby unanimously consent, effective March 22, 2007, in lieu of
      a special meeting of the Board of Directors on such date, to the adoption of
      the
      following resolutions pursuant to Section 351.340 of the General and Business
      Corporation Law of Missouri, which such unanimous consent shall have the same
      force and effect as a unanimous vote at a duly held meeting of the Board of
      Directors.





**WHEREAS** ,
      pursuant to Article Three of the Company’s Fourth Restated Articles of
      Incorporation, as amended, the Company is authorized to issue Five Million
      (5,000,000) shares of preferred stock having a par value of Ten Dollars ($10.00)
      per share; and





**WHEREAS,** pursuant
      to Article Three of the Company’s Fourth Restated Articles of Incorporation, as
      amended, the Board of Directors is vested with the authority to issue such
      preferred stock in one or more series and by resolution or resolutions as to
      each series to fix the designation, dividend rights, voting powers, rights
      on
      liquidation or dissolution and other preferences and relative, participating,
      optional or other special rights, and the qualifications, limitations or
      restrictions of the shares of such series; and


1


**WHEREAS,** the
      Board of Directors has created and authorized the issuance of the following
      series of preferred stock: (i) one (1) share of preferred stock to be designated
      the Special Voting Preferred Stock (“Special Voting Preferred Stock”), as
      authorized by a certificate of designation filed with the Missouri Secretary
      of
      State’s office on June 26, 1998 (“Special Voting Preferred Stock Certificate of
      Designation”); (ii) one (1) share of preferred stock to be designated the Class
      B Special Voting Preferred Stock (“Class B Special Voting Preferred Stock”) as
      authorized by a certificate of designation filed with the Missouri Secretary
      of
      State’s office on November 23, 1998 (“Class B Special Voting Preferred Stock
      Certificate of Designation”); (iii) one hundred thousand (100,000) shares of
      preferred stock to be designated the Series C Convertible Preferred Stock
      (“Series C Convertible Preferred Stock”) as authorized by a certificate of
      designation filed with the Missouri Secretary of State’s office on October 25,
      2000 (“Series C Convertible Preferred Stock Certificate of Designation”); and
      (iv) eighteen thousand (18,000) shares of preferred stock to be designated
      the
      Series D Convertible Preferred Stock (“Series D Convertible Preferred Stock”) as
      authorized by a certificate of designation filed with the Missouri Secretary
      of
      State’s office on June 10, 2005 (“Series D Convertible Preferred Stock
      Certificate of Designation”); and





**WHEREAS,**  the
      Company has exchanged all shares of the authorized and previously issued shares
      of the Special Voting Preferred Stock, the Class B Special Voting Preferred
      Stock, the Series C Convertible Preferred Stock and Series D Convertible
      Preferred Stock (collectively, “Preferred Stock”) and as a result none of the
      authorized shares of Preferred Stock are outstanding; and




**WHEREAS,** the
      Company desires to cancel and eliminate each class and series of Preferred
      Stock
      and eliminate the Special Voting Preferred Stock Certificate of Designation,
      the
      Class B Special Voting Preferred Stock Certificate of Designation, the Series
      C
      Convertible Preferred Stock Certificate of Designation and the Series D
      Convertible Preferred Stock Certificate of Designation (collectively,
“Certificates of Designation”).




**NOW,
      THEREFORE, BE IT RESOLVED,** that
      the Board of Directors deems it advisable and in the best interest of the
      Company that the Company eliminate all classes and series of Preferred Stock
      and
      that, in connection with such elimination of the Preferred Stock, the Company
      eliminate in all respects the Certificates of Designation; and
      further




**RESOLVED,** that for purposes of these resolutions the term “Appropriate Officer” shall mean
      and include the Chief Executive Officer, the Chief Financial Officer, President
      and any Vice President of the Company, and each of them, and shall also mean
      and
      include the Secretary and any Assistant Secretary, and each of them, where
      necessary or convenient to attest to any act of any of the aforesaid officers
      by
      and on behalf of the Company; and further




2


**RESOLVED** ,
      that the elimination of all of the authorized shares of Preferred Stock and
      the
      elimination in all respects of the Certificates of Designation be, and hereby
      are, authorized and approved, and the Appropriate Officers are, and each of
      them
      hereby is, authorized, empowered and directed to execute and acknowledge a
      Certificate of Elimination reflecting the elimination of all of the authorized
      shares of Preferred Stock and the elimination in all respects of the
      Certificates of Designation, and to file such Certificate of Elimination with
      the Secretary of State of the State of Missouri.”




SECOND:
      That the Certificates of Designation with respect to the Preferred Stock were
      filed in the office of the Secretary of State of the State of Missouri on the
      date hereinabove provided. None of the authorized shares of Preferred Stock
      are
      outstanding and none will be issued.




THIRD:
      That in accordance with Section 351.180 of the General and Business Corporation
      Law of the State of Missouri, the Fourth Restated Articles of Incorporation,
      as
      amended, of the Company is hereby amended to eliminate all reference to the
      Preferred Stock.





IN
      WITNESS WHEREOF, the Company has caused this Certificate to be executed as
      of
      March 23, 2007.







APPLIED
      DIGITAL SOLUTIONS, INC.








By:/ s/
      Michael Krawitz


Michael Krawitz, Chief Executive Officer








ATTEST:








By :/s/
      Kay Langsford-Loveland


Kay Langsford-Loveland, Secretary





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