Exhibit 10.6

# COLLATERALIZED
GUARANTY

This Collateralized
Guaranty (as amended, supplemented or otherwise modified from time to time, this
Collateralized Guaranty) which supercedes and replaces any previous
guaranty by and between the parties is hereby executed as of the 23rd day of
May, 2001 by each of the parties listed on the signature pages hereof
(individually a Guarantor and jointly the Guarantors),
on behalf of APPLIED DIGITAL SOLUTIONS, INC.(Borrower), in
favor of IBM Credit Corporation (IBM Credit) with an office
located at North Castle Drive, Armonk, NY 10504.

1.        
In consideration of credit and financing accommodations granted or to be granted
by IBM Credit to Borrower which is in the best interest of each Guarantor and
for other good and valuable consideration received, the Guarantors jointly and
severally guaranty to IBM Credit, from property held separately, jointly or in
community, the prompt and unconditional performance and payment by Borrower of
the Obligations within the meaning of the Second Amended and
Restated Term and Revolving Credit Agreement dated as of October 17, 2000 as
amended, supplemented or otherwise modified from time to time hereafter, the
Credit Agreement) between the Borrower and others, on the one hand,
and IBM Credit, on the other and the obligations of each Guarantor hereunder
(collectively the Obligations), whether the Obligations are
individual, joint, several, primary, secondary, direct, contingent or otherwise,
provided, however, that if IBM Credit shall enforce this Guaranty, the total
liability of the Guarantors taken together to IBM Credit shall not exceed the
aggregate amount owed by the Guarantors to the Borrower on the day IBM Credit
delivers written notice to Borrower that an Event of Default exists under the
Credit Agreement (the Guarantors Obligations). Subject to such
limitation, each Guarantor hereby agrees to indemnify IBM Credit and hold
harmless IBM Credit, its affiliates that are parties to the Credit Agreement,
and each of its officers, directors, agents and assigns (collectively, the
Indemnified Persons) against all losses, claims, damages,
liabilities or other expenses (including reasonable attorneys fees and
court costs now or hereinafter arising from the enforcement of this Agreement,
the Losses) to which any of them may become subject insofar as such
Losses arise out of or are based upon any event, circumstance or condition in
respect to the Credit Agreement. Notwithstanding the foregoing, no Guarantor
shall be obligated to indemnify the Indemnified Persons for any Losses incurred
by it to the extent caused by Indemnified Persons gross negligence or
willful misconduct.

2.        
Upon the occurrence and during the continuance of an Event of Default pursuant
to Section 6 of this Collateralized Guaranty which has not been waived in
writing by IBM Credit, IBM Credit may, in its sole discretion, take any or all
of the following actions, without prejudice to any other rights it may have at
law or under the Credit Agreement to enforce its claims against the Borrower:
declare all Obligations to be immediately due and payable (except that in the
Event of Default consists of an entry of an order for relief under the
Bankruptcy Code with respect to any Event of Default set forth in Section 9.1(E)
of the Credit Agreement, in which case all Obligations shall automatically
become immediately due and payable, and the Guarantors shall then pay upon
demand the full amount of the Guarantors Obligations owed to IBM Credit by
Borrower, together with all apportioned expenses, including reasonable
attorneys fees.

3.        
The liability of each Guarantor is direct and unconditional and shall not be
affected by any extension, renewal or other change in the terms of payment of
any security agreement or any other agreement between IBM Credit and Borrower,
or any change to the manner, place or terms of payment or performance thereof,
or the release, settlement or compromise of or with any party liable for the
payment or performance thereof, the release or non-perfection of any security
thereunder, any change in Borrowers financial condition, or the
interruption of business relations between IBM Credit and Borrower. This
Guaranty shall continue for so long as any sums owing to IBM Credit by Borrower
remain outstanding and unpaid, unless terminated in the manner provided below.
Each Guarantor acknowledges that its obligations hereunder are in addition to
and independent of any agreement or transaction between IBM Credit and Borrower
or any other person creating or reserving any lien, encumbrance or security
interest in any property of Borrower or any other person as security for any
obligation of Borrower. IBM Credit needs not exhaust its rights or recourse
against Borrower or any other person or any security IBM Credit may have at any
time before being entitled to payment from any of the Guarantors.

Page 1 of 9

4.        
To secure payment of all of the Guarantors current and future debts and
obligations to IBM Credit, whether under this Guaranty or any other agreement
between IBM Credit and any of the Guarantors, whether direct or contingent, each
Guarantor grants to IBM Credit a security interest in all of its inventory,
equipment, fixtures, accounts, chattel paper, instruments, documents of title,
deposit accounts and general intangibles now owned or hereafter acquired, and
all attachments, parts, accessories, accessions, substitutions, and replacements
thereto and all proceeds thereof, and to the extent related to the property
described above, all books, correspondence, credit files, records, invoices and
other papers and documents, including without limitation, to the extent so
related, all tapes, cards, computer runs, computer programs and other papers and
documents in its possession or control or any computer bureau from time to time
acting for it, and, to the extent so related, all rights in, to and under all
polities of insurance, including claims of rights to payments thereunder and
proceeds therefrom, including, any credit insurance, and all proceeds thereof
(the Collateral). This security interest is also granted to secure
any Guarantors debts to IBM Credit.

5.        
(A)    Each Guarantor hereby agrees to maintain books and records pertaining
to the Collateral in such detail, form and scope as is consistent with good
business practice, and agree that such books and records will reflect IBM
Credits interest in the Collateral.

(B)        
Each Guarantor hereby agrees that IBM Credit or its agents may enter upon the
premises of any of the Guarantors at any time and from time to time, during
normal business hours and upon reasonable notice under the circumstances, and at
any time at all on and after the occurrence and during the continuance of an
Event of Default for the purposes of (i) inspecting the Collateral,
(ii) inspecting and/or copying (at such Guarantors expense) any and
all records pertaining thereto, (iii) discussing the affairs, finances and
business of such Guarantor with its officers or with the Guarantors
auditors and (iv) verifying Collateral. Each Guarantor hereby also agrees
to provide IBM Credit with such reasonable information and documentation that
IBM Credit may reasonably deem necessary to conduct the foregoing activities,
including, without limitation, reasonably requested samplings of purchase
orders, invoices and evidences of delivery or other performance. IBM Credit
shall exercise their rights under this section with a view towards not
interrupting any Guarantors routine business operations and functions.

Upon the occurrence and
during the continuance of an Event of Default pursuant to Section 6 of the
Collateralized Guaranty which has not been waived by IBM Credit in writing, IBM
Credit may conduct any of the foregoing activities upon twenty four hours notice
and beginning during normal business hours in any manner that IBM Credit deem
reasonably necessary.

6.        
The occurrence of an Event of Default within the meaning of the Credit Agreement
shall constitute an Event Default with the meaning of this Collateralized
Guaranty.

(A)        
Upon the occurrence and during the continuance of any Event of Default which has
not been waived in writing by IBM Credit and the acceleration of the Obligations
in accordance with Section 2 of this Collateralized Guaranty, IBM Credit may,
subject to the limitations herein-above, exercise all rights and remedies of a
secured party under the U.C.C., or any other provisions, laws or statutes as
applicable. Without limiting the generality of the foregoing, IBM Credit may:
(i) remove from any premises where same may be located any and all
documents, instruments, files and records (including the copying of any computer
records), and any receptacles or cabinets containing same, relating to the
accounts, or IBM Credit may use (at the expense of the Guarantors) such of the
supplies or space of any Guarantor at such Guarantors place of business or
otherwise, as may be necessary to properly administer and control the accounts
or the handling of collections and realizations thereon provided in all events,
IBM Credit shall not hinder or limit access by any Guarantor to all of such
records and shall make all of such records available to the Guarantor;
(ii) bring suit, in the name of any Guarantor or IBM Credit and generally
have all other rights respecting said accounts, including without limitation the
right to accelerate or extend the time of payment, settle, compromise, release
in whole or in part any amounts owing on any accounts and issue credits in the
name of such Guarantor or IBM Credit; (iii) sell, assign and deliver the
accounts and any returned, reclaimed or repossessed merchandise, with or without
advertisement, at public or private sale, for cash, on credit or otherwise, at
IBM Credits sole option and discretion, and IBM Credit may bid or become a
purchaser at any such sale; and (iv) foreclose the security interests
created pursuant to this Collateralized Guaranty by any available judicial
procedure, or to take possession of any or all of the Collateral without
judicial process and to enter any premises where any Collateral may be located
for the purpose of taking possession of or removing the same.

Page 2 of 9

(B)        
Upon the occurrence of any Event of Default, each Guarantor hereby agrees to
provide to IBM Credit (i) within three (3) business days after request by
IBM Credit, any written certificates, schedules and reports together with all
supporting documents relating to the Collateral or any Guarantor or any
Guarantors business affairs and financial condition; and (ii) the
name, address and phone number of each of its account debtors primary
contacts for each account if requested by IBM Credit. Upon the occurrence and
during the continuance of any Event of Default which has not been waived in
writing by IBM Credit, and the acceleration of the Obligations in accordance
with Section 2 of this Collateralized Guaranty, IBM Credit shall have the right
to sell, lease, or otherwise dispose of all or any part of the Collateral,
whether in its then condition or after further preparation or processing, in the
name of any Guarantor or IBM Credit, or in the name of such other party as IBM
Credit may designate, either at public or private sale or at any brokers
board, in lots or in bulk, for cash or for credit, with or without warranties or
representations, and upon such other terms and conditions as IBM Credit in its
sole discretion may deem advisable, and IBM Credit shall have the right to
purchase at any such sale.

If IBM Credit, in its sole
discretion determines that any of the Collateral requires rebuilding, repairing,
maintenance or preparation, IBM Credit shall have the right, at its option, to
do such of the aforesaid as it deems necessary for the purpose of putting such
Collateral in such saleable form as IBM Credit shall deem appropriate. Each
Guarantor hereby agrees that any disposition by IBM Credit of any Collateral to
and in accordance with the terms of a repurchase agreement between IBM Credit
and the manufacturer or any supplier of such Collateral constitutes a
commercially reasonable sale. Each Guarantor hereby agrees, at the request of
IBM Credit, to assemble the Collateral and to make it available to IBM Credit at
places which IBM Credit shall select, whether at the premises of the Guarantor
or elsewhere, and to make available to IBM Credit the premises and facilities of
the Guarantor for the purpose of IBM Credits taking possession of,
removing or putting such Collateral in saleable form. If notice of intended
disposition of any Collateral is required by law, it is agreed that ten (10)
business days notice shall constitute reasonable notification.

(C)        
Unless expressly prohibited by the licensor thereof, if any, IBM Credit is
hereby granted by each Guarantor, upon the occurrence and during the continuance
of any Event of Default which has not been waived in writing by IBM Credit, an
irrevocable, non-exclusive license to use, assign, license or sublicense all
computer software programs, data bases, processes and materials used by the
Guarantor in its businesses or in connection with any of the Collateral.

(D)        
The net cash proceeds resulting from IBM Credits exercise of any of the
foregoing rights (after deducting all charges, costs and expenses, including
reasonable attorneys fees) shall be applied by IBM Credit to the payment
of the Guarantors Obligations, whether due or to become due, in such order
as IBM Credit may in its sole discretion elect. Each Guarantor shall remain
liable to IBM Credit for any deficiencies only for the Guarantors
Obligations, and IBM Credit in turn agrees to remit to the Guarantors or their
successors or assigns, any surplus resulting therefrom.

(E)        
The enumeration of the foregoing rights is not intended to be exhaustive and the
exercise of any right shall not preclude the exercise of any other rights, all
of which shall be cumulative.

(F)        
Each Guarantor waives and releases: (i) any and all claims and causes of action
which it may now or ever have against IBM Credit as a result of any possession,
repossession, collection or sale by IBM Credit of any of the Collateral,
notwithstanding the effect of such possession, repossession, collection or sale
upon its business; (ii) all rights of redemption from any such sale; and (iii)
the benefit of all valuation, appraisal and exemption laws.

Page 3 of 9

(G)        
Each Guarantor appoints IBM Credit or any person IBM Credit may delegate as its
duly authorized Attorney-in-Fact (without notifying any Guarantor) to do, in IBM
Credits sole discretion, any of the following: (i) sell, assign, transfer,
negotiate or pledge any and all accounts, chattel paper, or contract rights;
(ii) endorse the Guarantors name on any and all notes, checks, drafts, or other
forms of exchange received as payment on any accounts, chattel paper and
contract rights, for deposit in IBM Credits account; (iii) grant any
extension, rebate or renewal on any and all accounts, chattel paper or contract
rights, or enter into any settlement thereof; (iv) demand, collect and receive
any and all amounts due on accounts, chattel paper and contract rights; and (v)
exercise any and all rights it has in the Collateral; and

(H)        
In the event any Guarantor brings any action or asserts any claim against IBM
Credit which arises out of this Guaranty, any other agreement or any business
dealings between it and IBM Credit, in which such Guarantor does not prevail,
such Guarantor agrees to pay IBM Credit all court costs and all costs and
expenses of IBM Credits defense of such action of claim, including, but
not limited to, attorneys fees.

IBM Credit agrees that it
shall exercise the power of attorney granted to it under paragraph (G) above
only after the occurrence and during the continuance of an Event of Default.

7.        
IBM Credit has and will always possess all the rights and remedies of a secured
party under law, and IBM Credits rights and remedies are and will always
be cumulative. Each Guarantor acknowledges and agrees that the Collateral is the
subject of widely distributed standard price quotations and is customarily sold
in a recognized market. Each Guarantor agrees that a private sale by IBM Credit
of any of the Collateral to a dealer in those types of Collateral is a
commercially reasonable sale. Further, each Guarantor agrees that IBM
Credits delivery of any of the Collateral to a distributor or
manufacturer, with a request that it repurchase Collateral, as provided in any
repurchase agreement with IBM Credit, is a commercially reasonable disposition
or sale.

8.        
Each Guarantor represents, warrants and covenants that (a) the Collateral is and
shall remain free from all claims and liens other than Permitted Liens as
defined in Section 13 of this Guaranty; (b) it shall defend the Collateral
against all other claims and demands; and (c) it shall notify IBM Credit before
it signs, or authorizes the signing of any financing statement regardless of its
coverage. IBM Credit may perfect IBM Credits security interest in the
Collateral by filing a financing statement signed only by IBM Credit. Each
Guarantor will execute any and all documents IBM Credit may request to confirm
or perfect IBM Credits title or security interest in the Collateral.

9.        
Each Guarantors principal place of business and chief executive office are
listed in Exhibit A attached hereto. Each Guarantor agrees to notify IBM Credit
immediately of any change in identity, name, form of ownership or executive
management, and of any change in its principal place of business, chief
executive office or any additions or discontinuances of other business locations
at which a material amount of tangible Collateral is located.

10.        
The Collateral shall be kept at each Guarantors principal places of
business and at the locations listed in Exhibit A attached hereto. Each
Guarantor will immediately notify IBM Credit if a material amount of tangible
Collateral is kept at or the chief executive office of any Guarantor is moved to
any other address. This paragraph is for IBM Credits informational
purposes only, and is not in any way or manner intended to limit the extent of
IBM Credits security interest in the Collateral.

11.        
Except as set forth in Exhibit A, no Guarantor has done business during the last
six (6) months only under the corporate names first written above.

Page 4 of 9

12.        
Each Guarantor will pay all taxes, license fees, assessments and charges on the
Collateral when due except where: the due date therefor has been extended; the
subject item is being contested in good faith by appropriate proceedings; or the
failure to make such payment will not have a Material adverse effect (as that
term is defined in the Credit Agreement). Each Guarantor will be responsible for
any loss of Collateral for any reason whatsoever. Each Guarantor will keep the
Collateral insured for its full insurable value against loss or damage by fire,
wind, theft and for combined additional coverage, including vandalism and
malicious mischief, and for other risks as IBM Credit may require from such
companies, and in such amounts as is commercially reasonably prudent to obtain
and will cause IBM Credit to be named lender loss payee on any insurance which
covers any of the Collateral. Each Guarantor further agrees to provide IBM
Credit with written evidence of the required insurance coverage and endorsement
clause. From and after the occurrence of an Event of Default and the
acceleration of the Obligations (or the entry of an order for relief under the
Bankruptcy Code with respect to Guarantor) or if any Guarantor fails to initiate
an insurance claim within sixty (60) days of any Guarantors knowledge of
any loss, theft or destruction of or damage to all or a substantial portion of
the Collateral, IBM Credit may, upon notice to such Guarantor, thereupon file
all papers, forms and documents to file such claim on such Guarantors
behalf, and each Guarantor gives IBM Credit a limited power of attorney for that
purpose. If any Guarantor fails to pay any of the above-referenced costs,
charges or any insurance premiums, or if it fails to insure the Collateral, IBM
Credit may pay such costs, charges or any insurance premiums, and the amounts
paid shall be considered an additional debt owed by the Guarantors to IBM
Credit.

13.        
Each Guarantor:

(i)        will  keep  the  Collateral  owned by that  Guarantor  free  and  clear of all  liens or
encumbrances other than Permitted liens,

(ii)        will conduct its business in all material  respects in  compliance  with all  applicable
laws including environmental and labor laws,

(iii)        will not change  its  general  line of  business  without  prior  written  notice to IBM
Credit,

(iv)        will not sell,  transfer  or  dispose  of any  assets  other  than (a) sale or rental of
inventory in the ordinary  course of business,  (b) voluntary  disposition  of assets  obsolete and worn out in the
ordinary  course of business,  and (c) Permitted  Dispositions  provided,  however,  that no Permitted  Disposition
shall  represent an amount in excess of fifteen  percent of the combined  assets of the Customers and  Subsidiaries
without the prior consent of IBM Credit, and

(v)        will not maintain or acquire any  investment in any Person other than those  Investments
permitted  under Section 8.6 of the Credit  Agreement with the  understanding  Customer used in that Section of the
Credit Agreement shall mean the Guarantor for the purpose hereof.

Capitalized terms used in
this Section 13 not otherwise defined in this Collateralized Guaranty shall have
the meanings ascribed to such terms in the Credit Agreement.

14.        
This Guaranty is assignable by IBM Credit, shall be construed liberally in IBM
Credits favor, and shall inure to the benefit of and bind IBM
Credits and each Guarantors respective successor, personal
representatives and assigns.

15.        
If Borrower hereafter is acquired by a corporation, dissolved, or otherwise
undergoes any change in its management, ownership, identity, or organizational
structure, this Guaranty shall continue to extend to any Obligations of the
Borrower or such resulting corporation, dissolved corporation, or new or changed
legal entity, or identity to IBM Credit.

Page 5 of 9

16.        
Each Guarantor waives: notice of the acceptance of this Guaranty, and of
presentment, demand and protest; notices of nonpayment, nonperformance, any
right of contribution from other guarantors, and dishonor; notices of amount of
indebtedness of Borrower outstanding at any time; notices of the number and
amount of advances made by IBM Credit to Borrower in reliance on this Guaranty;
notices of any legal proceedings against Borrower; notice and hearing as to any
prejudgment remedies; and any other demands and notices required by law. Each
Guarantor further waives all rights of setoff and all counterclaims against IBM
Credit or Borrower. Each Guarantor also waives any and all rights in and notices
or demands relating to any collateral now or hereafter securing any of the
Obligations, including, but not limited to, all rights, notices or demands
relating, whether directly or indirectly, to the sale or other disposition of
any or all of such collateral or the manner of such sale or other disposition.
All waivers by each Guarantor herein shall survive any termination or revocation
of this Guaranty.

17.        
Each Guarantor authorizes IBM Credit, following the occurrence of an Event of
Default and the acceleration of the Obligations (or the entry of any order of
relief under the Bankruptcy Code with respect to the Guarantors), to sell at
public or private sale or otherwise realize upon the collateral now or hereafter
securing any of the Obligations, in such manner and upon such terms and
conditions as IBM Credit deems to be in a commercially reasonable manner. Each
Guarantor further authorizes IBM Credit to deal with the proceeds of such
Collateral as provided in IBM Credits agreement with Borrower, without
prejudice to IBM Credits claim for any deficiency and free from any right
or redemption on the part of Borrower, any Guarantor or any third parties, which
right or redemption is hereby waived together with every formality prescribed by
custom or by law in relation to any such sale or other realization.

18.        
Each Guarantor further agrees that all of its right, title and interest in, to
and under any loans, notes, debts and all other liabilities and obligations
whatsoever owed by Borrower to such Guarantor, whether heretofore or hereafter
created or incurred and for whatever amount, and all security therefor, shall be
now and hereafter at all times fully subordinated to all Obligations. No
Guarantor, following the occurrence of an Event of Default and the acceleration
of the Obligations (or the entry of any order of relief under the Bankruptcy
Code with respect to the undersigned), will ask, demand or sue for, or take or
receive payment of, all or any part of such loans, notes, debts or any other
liabilities or obligations whatsoever or any security therefor, until and unless
all of the obligations are paid, performed and fully satisfied.

19.        
Each Guarantor has made an independent investigation of the financial condition
of Borrower and gives this Guaranty based on that investigation and not upon any
representations made by IBM Credit. Each Guarantor acknowledges that it has
access to current and future Borrower financial information which will enable
each Guarantor to continuously remain informed of Borrowers financial
condition. Each Guarantor also consents to and agrees that the obligations under
this Guaranty shall not be affected by IBM Credits subsequent increases or
decreases in the credit line that IBM Credit may grant to Borrower;
substitutions, exchanges or releases of all or any part of the collateral now or
hereafter securing any of the Obligations; sales or other dispositions of any or
all of the collateral now or hereafter securing any of the Obligations without
demands, advertisement or notice of the time or place of the sales or other
dispositions; realizing on the Collateral to the extent IBM Credit, in its sole
discretion, deems proper; or purchases of all or any part of the Collateral for
IBM Credits own account.

20.        
Upon the execution and delivery by any other Person of an instrument in the form
of Annex I hereto, such Person shall become a Guarantor
hereunder with the same force and effect as if originally named as a
Guarantor herein. The execution and delivery of any such instrument
shall not require the consent of any Guarantor hereunder. The rights and
obligations of each Guarantor hereunder shall remain in full force and effect
notwithstanding the addition of any new Guarantor as a party to this
Collateralized Guaranty.

21.        
This Guaranty and any and all obligations, liabilities, terms and provisions
herein shall survive any and all bankruptcy or insolvency proceedings, actions
and/or claims brought by or against Borrower, whether such proceedings, actions
and/or claims are federal and/or state.

Page 6 of 9

22.        
This Guaranty is submitted by each Guarantor to IBM Credit (for IBM
Credits acceptance or rejection thereof) at IBM Credit at its address
first written above; as an offer by each Guarantor to guaranty the credit and
financial accommodations provided by IBM Credit to Borrower. If accepted, this
Guaranty shall be deemed to have been made at IBM Credits above-specified
office. This Guaranty and all obligations pursuant thereto, shall be governed
and controlled as to interpretation, enforcement, validity, construction, effect
and, in all other respects by the laws of the state of New York. Each Guarantor,
to induce IBM Credit to accept this Guaranty, agrees that all actions or
proceedings arising directly or indirectly in connection with, out of, related
to or from this Guaranty may be litigated, at IBM Credits sole discretion
and election, in courts located in New York City, New York. Each Guarantor
consents and submits to the jurisdiction of any local, state or federal court
located within that state. Each Guarantor waives any right to transfer or change
the venue of any litigation brought against any Guarantor by IBM Credit in
accordance with this paragraph.

23.        
Any delay by IBM Credit, or IBM Credits successors, affiliates or assigns
in exercising any or all rights granted IBM Credit under this Guaranty shall not
operate as a waiver of those rights. Furthermore, any failure by IBM Credit, IBM
Credits successors, affiliates or assigns, to exercise any or all rights
granted IBM Credit under this Guaranty shall not operate as a waiver of IBM
Credits right to exercise any or all of them later.

24.        
This document contains the full agreement of the parties concerning the guaranty
of Borrowers Obligations and can be varied only by a document signed by
all of the parties hereto. Any Guarantor may terminate this Guaranty by notice
to IBM Credit in writing, the termination to be effective sixty (60) days after
receipt and acknowledgment thereof by IBM Credit, but the termination shall in
no manner terminate such Guarantors guaranty of Obligations arising prior
to the effective date of termination. Guarantor shall be deemed to
refer to all thereof and the obligations of all thereof hereunder shall be joint
and several.

25.        
EACH GUARANTOR AGREES THAT ANY ACTION, SUIT OR PROCEEDING, RELATING DIRECTLY OR
INDIRECTLY TO THIS GUARANTY, OR THE RELATIONSHIP BETWEEN IBM CREDIT AND ANY
GUARANTOR, WILL BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE WITHOUT
A JURY. THUS, EACH GUARANTOR HEREBY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY SUCH
ACTION, SUIT OR PROCEEDING.

|WITNESS                  |  | SYSCOMM INTERNATIONAL CORPORATION    
|------------------------ |  | -------------------------------------
|/s/  M. BROOKS           |  | By:  /s/  DAVID A. LOPPERT           
|Print Name:M. Brooks     |  | Print Name:    David A. Loppert      
|Address:107 Pembroke Dr. |  | Title:    Chief Executive Officer    
|Palm Beach Gardens, FL   |  |                                      
|33418                    |  |                                      
|WITNESS                  |  | INFORMATION TECHNOLOGY SERVICES, INC.
|/s/  M. BROOKS           |  | By:  /s/  DAVID A. LOPPERT           
|Print Name:M. Brooks     |  | Print Name:    David A. Loppert      
|Address:                 |  | Title:  Chief Executive Officer      
|WITNESS                  |  | INFORMATION PRODUCTS CENTER, INC.    
|/s/  M. BROOKS           |  | By:  /s/  DAVID A. LOPPERT           
|Print Name:    M. Brooks |  | Print Name:    David A. Loppert      
|Address:                 |  | Title:    Chief Executive Officer    

Page 7 of 9

# ATTACHMENT A TO

COLLATERALIZED GUARANTY

|I. | Locations of Offices, Books and Records and Collateral:                                     
|-- | --------------------------------------------------------------------------------------------
|   | (A)     Principal Place of Business and Chief Executive Office:                             
|   | SysComm International Corporation
         20 Precision Drive
         Shirley, NY 1 1987   
|   | Information Technology Services, Inc.
         20 Precision Drive
         Shirley, NY 11967
|   | Information Products Center, Inc.
         7 Kingsbridge Road
         Fairfield, NJ 10774  
|   | (B)     Locations of Other Assets, Inventory and Equipment (including warehouses):          

|Guarantor                     | Location                                                | Leased (Y/N)
|----------------------------- | ------------------------------------------------------- | ------------
|InformationTechnologyServices | 420 Lexington Avenue, Suite 2450New York City, NY 10170 | Y           
|                              | 1 Greentree Center, Suite 201Marlton, NJ 08053          | Y           

|II. | Fictitious Names:                                                                                                   
|--- | --------------------------------------------------------------------------------------------------------------------
|    | Information Technology Services. Inc. d/b/a InfoTech or InfoTech USA                                                
|    | Information Products Center. Inc. d/b/a ADS-Information Products Center or IPC or Applied Digital
         Solutions

Page 8 of 9

# Annex I to
Collateralized Guaranty

SUPPLEMENT, dated as of  (this Supplement), to the Collateralized Guaranty dated as of
May ___, 2001 (as amended, supplemented or otherwise modified from time to time,
the Collateralized Guaranty) executed by the Guarantors thereunder
in favor of IBM Credit Corporation (IBM Credit).

WHEREAS, pursuant to
paragraph 20 of the Collateralized Guaranty, the undersigned is becoming a
Guarantor under the Collateralized Guaranty, and

WHEREAS, the undersigned
Guarantor desires to become a Guarantor under the Collateralized Guaranty in
order to induce IBM Credit to continue to extend financing under the Credit
Agreement (as defined in the Collateralized Guaranty):

NOW, THEREFORE, in
consideration of the premises and for other consideration (the receipt and
sufficiency of which is hereby acknowledged), the undersigned agrees, for the
benefit of IBM Credit, as follows:

1.         All capitalized terms
used herein without definition shall have the meanings ascribed to such terms in
or pursuant to the Collateralized Guaranty.

2.          In accordance with the
terms of the Collateralized Guaranty, by its signature below, the undersigned
hereby irrevocably agrees to become a Guarantor under the Collateralized
Guaranty with the same force and effect as if it were an original signatory
thereto, and the undersigned Guarantor hereby (a) agrees to be bound by and
comply with all of the terms and provisions of the Collateralized Guaranty
applicable to it as a Guarantor and (b) represents and warrants that the
representations and warranties made by it as a Guarantor thereunder are true and
correct as of the date hereof. Each reference to a Guarantor in the
Collateralized Guaranty shall be deemed to include the undersigned Guarantor.

3.          The undersigned
Guarantor hereby represents and warrants that this Supplement has been duly
authorized, executed and delivered by it and that this Supplement and the
Collateralized Guaranty constitute the legal, valid and binding obligation of
the undersigned, enforceable against it in accordance with its terms.

4.         Except as  expressly  supplemented  hereby,  the  Collateralized  Guaranty  shall remain in full force and
effect in accordance with its terms.

5.        
 This Supplement is executed and shall be construed in accordance with the local laws of New York.

6.          This Supplement may be
executed by the Parties hereto in several counterparts, each of which shall be
deemed to be an original and all of which shall constitute together but one and
the same agreement. IN WITNESS WHEREOF, the Parties hereto have caused this
Supplement to be duly executed and delivered by their respective officers as of
the date and year first above written.

[Name of the Additional SysComm Subsidiary Guarantor

By:____________________________
Name:_________________________
Title:___________________________

Accepted by:

IBM Credit Corporation

By:____________________________
Name:_________________________
Title:___________________________

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