0000950138-02-000031 Sample Contracts

December 30, 2001 Mr. Garrett Sullivan c/o Applied Digital Solutions, Inc. 400 Royal Palm Way, Ste. 410 Palm Beach, FL 33480 Dear Garrett:
Applied Digital Solutions Inc • February 11th, 2002 • Wholesale-computers & peripheral equipment & software

Reference is made to your Employment Agreement, dated March 23, 1999, between you and Applied Digital Solutions, Inc. (f/k/a Applied Cellular Technology, Inc.) (“ADS”), as modified from time to time, including by the letter agreement, dated December 31, 2001 (the “Employment Agreement”).

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EMPLOYMENT AND NON-COMPETE AGREEMENT
Employment and Non-Compete Agreement • February 11th, 2002 • Applied Digital Solutions Inc • Wholesale-computers & peripheral equipment & software • Florida

AGREEMENT, effective as of the 7th day of June 2000, between Applied Digital Solutions, Inc. a Missouri corporation (the "Company"), and Kevin H. McLaughlin, a resident of the state of Georgia (the "Executive");

EMPLOYMENT AND NON-COMPETE AGREEMENT
Employment and Non-Compete Agreement • February 11th, 2002 • Applied Digital Solutions Inc • Wholesale-computers & peripheral equipment & software • Florida

This Employment and Non-Compete Agreement (“Employment Agreement”) is made this 22nd day of December, 1999 by and between Applied Digital Solutions, Inc., a Missouri corporation, with its principal office located at 400 Royal Palm Way, Suite 410, Palm Beach, Florida 33480 (the “Employer”) and Peter Y. Zhou (the “Employee”).

AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED TERM AND REVOLVING CREDIT AGREEMENT
Term and Revolving Credit Agreement • February 11th, 2002 • Applied Digital Solutions Inc • Wholesale-computers & peripheral equipment & software • New York

This Amendment No. 4 (this "Amendment") to Second Amended and Restated Term and Revolving Credit Agreement is dated as of December 31, 2001 by and among IBM Credit Corporation, a Delaware corporation ("IBM Credit"), IBM Financing, a division of IBM Canada Limited ("IBM Canada") (each a "Lender" and jointly the "Lenders"), Applied Digital Solutions, Inc. (the "USA Customer") and Ground Effects Ltd. (the "Canadian Customer") (USA Customer and Canadian Customer are each referred to herein as a "Customer" or, collectively, the "Customers").

AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED TERM AND REVOLVING CREDIT AGREEMENT
Term and Revolving Credit Agreement • February 11th, 2002 • Applied Digital Solutions Inc • Wholesale-computers & peripheral equipment & software • New York

This Amendment No. 4 (this "Amendment") to Second Amended and Restated Term and Revolving Credit Agreement is dated as of January 31, 2002 by and among IBM Credit Corporation, a Delaware corporation ("IBM Credit"), IBM Financing, a division of IBM Canada Limited ("IBM Canada") (each a "Lender" and jointly the "Lenders"), Applied Digital Solutions, Inc. (the "USA Customer") and Ground Effects Ltd. (the "Canadian Customer") (USA Customer and Canadian Customer are each referred to herein as a "Customer" or, collectively, the "Customers").

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