Applied Digital Solutions, Inc. Form 10-Q Exhibit 4.3


Exhibit 4.3


APPLIED
DIGITAL SOLUTIONS, INC.




AMENDMENT OF SECOND RESTATED

ARTICLES OF INCORPORATION





               Pursuant  to the  provisions  of The  General  and  Business  Corporation  Law of  Missouri,  the
undersigned corporation certifies the following:


               (1)
        The present name of the  corporation is Applied Digital  Solutions,  Inc. The name under
which it was originally organized was Applied Cellular Technology, Inc.


               (2)
        The following  amendment to the  corporation's  Articles of Incorporation was adopted by
the shareholders on June 23, 2001.


               (3)
        Article Three is hereby amended to read as follows:


ARTICLE THREE



               The aggregate number of shares of all classes of stock which the Corporation shall
have authority to issue is Three Hundred Fifty Million (350,000,000) shares, of
which Five Million (5,000,000) shares shall be preferred stock (“Preferred
Stock”) having a par value of $10.00 per share and Three Hundred Forty-Five
Million (345,000,000) shares shall be common stock (“Common Stock”)
having a par value of $.001 per share. A statement of the preferences,
qualifications, limitations, restrictions, and the special or relative rights,
including convertible rights, in respect of the shares of each class is as
follows: 


               A.
        Preferred Stock.


               Subject to the requirements of the laws of the State of Missouri, authority is hereby
vested in the Board of Directors from time to time to issue 5,000,000 shares of
Preferred Stock in one or more series and by resolution or resolutions as to
each series: 

               (a)
        to fix the distinctive serial designation of the shares of such series;


               (b)
        to fix the rate per annum at which the holders of the shares of such series
shall be entitled to receive dividends, the dates on which said dividends shall
be payable, and, if the directors determine that the dividends with respect to
said series shall be cumulative, the date or dates from which such dividends
shall be cumulative; 


               (c)
        to  determine  whether the shares of such series shall have voting  power,  and, if
     so, the extent and definition of such voting power;


               (d)
        to fix the price or prices at which the shares of such series may be redeemed,
and to determine whether the shares of such series may be redeemed in whole or
in part or only as a whole; 


               (e)
         to fix  the  amounts  payable  on the  shares  of  such  series  in  the  event  of
     liquidation, dissolution, or winding up of the Corporation;


               (f)
        to determine whether or not the shares of any such series shall be made
convertible into or exchangeable for shares of any other class or classes of
stock of the Corporation or of any other series of Preferred Stock and the
conversion price or prices, or the rate or rates of exchange at which such
conversion or exchange may be made; 


               (g)
        to determine the amount of the sinking fund,  purchase fund, or any analogous fund,
     if any, to be provided with respect to each such series; and


               (h)
        to fix preferences and relative, participating, optional, or other special
rights, and qualifications, limitations or restrictions thereof, applicable to
each such series. 

               B.
        Common Stock.

               Each share of Common Stock shall be identical with each other share of Common Stock,
except as the holders thereof shall otherwise expressly agree in writing.
Subject to the prior rights of the Preferred Stock from time to time issued and
outstanding, as hereinbefore set forth, the holders of Common Stock shall be
entitled to receive such sums as the Board of Directors may from time to time
declare as dividends thereon, or authorize as distributions thereon, out of any
sums available to be distributed as dividends and to receive any balance
remaining in case of the dissolution, liquidation or winding up of the
Corporation after satisfying the prior rights of the Preferred Stock, if any be
then outstanding. Each share of Common Stock shall have one vote for all
corporate purposes. 


               (4)
        Of the 198,816,319 shares of common stock currently outstanding, 143,445,529 shares of
common stock were entitled to vote on such amendment.


               (5)
       The number of shares voted for and against the amendment was as follows:


	 Number of Shares
Voted For

	Number of Shares
Voted Against


	86,962,896  	 15,281,125



               (6)
        The  amount  in  dollars  of  authorized  shares  having  a  par  value  as  changed  is
$50,345,000.


               IN WITNESS  WHEREOF,  the undersigned,  Senior Vice President and General  Counsel,  has executed
this  instrument  and its Senior Vice  President  and Assistant  Secretary has attested to said  instrument on this
13th day of July, 2001.


	  	APPLIED DIGITAL SOLUTIONS, INC. 


	(CORPORATE SEAL) 	  
	  	By:   /s/   DAVID I. BECKETT
             
	ATTEST:

	     David I. Beckett
     Senior Vice President and General Counsel


	/s/   MICHAEL KRAWITZ             	  
	Michael Krawitz
Senior Vice President and Assistant Secretary 	  





	STATE OF FLORIDA 	)  
	   	)   ss.  
	COUNTY OF PALM BEACH 	)  



                I, Lynn  Anderson,  a notary  public,  do  hereby  certify  that on this 13th day of July,  2001,
personally appeared before me David I. Beckett,  who, being by me first duly sworn,  declared that he is the Senior
Vice President and General Counsel of Applied  Digital  Solutions,  Inc., that he signed the foregoing  document as
Senior Vice President and General Counsel of the corporation, and that the statements therein contained are true.


	[SEAL] 	/s/   Lynn Anderson         
               
	  

	            Notary Public 


	  	My Commission Expires  August 22, 2004          
 
	  	My County of Commission   Palm Beach