EXHIBIT 4.4

                               THIRD RESTATED
                          ARTICLES OF INCORPORATION
                                     OF
                       APPLIED DIGITAL SOLUTIONS, INC.


                                 ARTICLE ONE

         The name of the Corporation is Applied Digital Solutions, Inc.

                                 ARTICLE TWO

         The address of the Corporation's registered office in this state is
1 Metropolitan Square, Suite 3600, St. Louis, Missouri 63102 and the name of its
agent is Llewellyn Sale III.

                                ARTICLE THREE

                  The aggregate number of shares of all classes of stock which
the Corporation shall have authority to issue is Four Hundred Forty Million
(440,000,000) 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
Four Hundred Thirty-Five Million (435,000,000) 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.

                                ARTICLE FOUR

         No holder of shares of any class of stock of this corporation, either
now or hereafter authorized or issued, shall have a preemptive or preferential
right to subscribe for or purchase any shares of any class of stock of this
corporation, either now or hereafter authorized whether issued for cash,
property or services, or to subscribe for or purchase obligations, bonds, notes,
debentures, other securities or stock convertible into stock of any class of
this corporation other than such right, if any, as the Board of Directors in its
discretion may from time to time determine, and at such prices as the Board of
Directors may from time to time fix.

                                ARTICLE FIVE

         The name and place of residence of the incorporator is as follows:

                            Mr. William E. Evans
                            3254 South Glenhaven
                            Springfield, MO 65804

                                 ARTICLE SIX

         The number of directors to constitute the Board of Directors is seven
(7). Hereafter, the number of directors shall be fixed by, or in the manner
provided in, the By-Laws. Any changes in the number will be reported to the
Secretary of State within thirty (30) calendar days of such change.

                                ARTICLE SEVEN

         The duration of the Corporation is perpetual.

                                ARTICLE EIGHT

         The Corporation is formed for the following purposes: To engage in any
lawful business permitted under The General and Business Corporation Law of
Missouri.


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                                ARTICLE NINE

         The Board of Directors is authorized to make, amend, alter and rescind
the By-Laws of the Corporation.





















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