AMENDMENT NO. 1 TO MINIMUM BORROWING NOTE, REVOLVING NOTE AND SECURITY AGREEMENT

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Exhibit 4.4

AMENDMENT NO. 1 TO MINIMUM BORROWING NOTE, REVOLVING NOTE AND
SECURITY AGREEMENT

March 23, 2004

        Reference is made to (i) that certain Secured Minimum Borrowing Convertible Note dated August 28, 2003 (as amended, modified or supplemented from time to time, the "Minimum Borrowing Note"), made by Digital Angel Corporation, a Delaware corporation (the "Borrower"), in favor LAURUS MASTER FUND, LTD., c/o Ironshore Corporate Services Ltd., P.O. Box 1234 G.T., Queensgate House, South Church Street, Grand Cayman, Cayman Islands ("Laurus") in the original principal amount of One Million Five Hundred Thousand Dollars ($1,500,000), (ii) that certain Secured Revolving Convertible Note dated August 28, 2003 (as amended, modified or supplemented from time to time, the "Revolving Note" and, together with the Minimum Borrowing Note, the "Notes") made by the Borrower in favor of Laurus in the original principal amount of Three Million Five Hundred Thousand Dollars ($3,500,000) and (iii) that certain Security Agreement, dated as of August 28, 2003 (as amended, modified or supplemented from time to time, the "Security Agreement"), between the Borrower and Laurus. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the applicable Note or, if not defined therein, in the Security Agreement.

        WHEREAS, the Borrower and Laurus have agreed to amend, pursuant to this Amendment No. 1 (this "Amendment"), each Note and the Security Agreement to change certain terms of each Note and the Security Agreement, and the Borrower desires to make such changes;

        NOW, THEREFORE, in consideration for the execution and delivery by the Borrower of this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

I.     Amendments to Minimum Borrowing Note.     

        1.     Section 2.2 of the Minimum Borrowing Note is hereby deleted in its entirety and the text "[Intentionally Deleted]" is inserted in lieu thereof.

        2.     Section 3.1 of the Minimum Borrowing Note is hereby amended by deleting the text "at the conversion price set forth in Section 3.2 (the "Conversion Price")" set forth therein and inserting the text "at the then applicable Fixed Conversion Price (as defined below)" in lieu thereof.

        3.     Section 3.2 of the Minimum Borrowing Note is hereby deleted in its entirety and the following new Section 3.2 is inserted in lieu thereof:

        "3.2.     Conversion Price Adjustment.     For purposes of this Note, the initial " Fixed Conversion Price " shall mean $2.64, provided that such Fixed Conversion Price may be adjusted as provided i