TECHNOLOGY LICENSE AGREEMENT

This Technology  License Agreement  ("AGREEMENT") is made and entered into as of
the 19th day of October,  2000,  between  Applied  Digital  Solutions,  Inc.,  a
Missouri  corporation ("ADS") and MCY Music World, Inc., a Delaware  corporation
("MCY").

In  consideration  of the mutual  covenants  and  conditions  contained  in this
Agreement, the parties agree as follows:

1.       LICENSE.

1.1      ADS hereby  grants to MCY a perpetual  (unless  terminated as set forth
         herein),  non-exclusive,  nontransferable,  worldwide, paid-up license,
         subject  to the  terms and  conditions  of this  Agreement,  to use all
         proprietary  software of ADS relating to ADS's Net-Vu(TM) software (the
         "LICENSED MATERIALS").

1.2      The  license  granted to MCY  hereunder  shall  entitle  MCY to use the
         Licensed  Materials  solely in  connection  with any  entertainment  or
         sports activity.For  purposes of this Agreement,  any "ENTERTAINMENT OR
         SPORTS  ACTIVITY"  shall  mean any  activity,  business  or  enterprise
         related to music,  theatre,  film,  dance or other performing arts; any
         type  of  gaming;   interactive   or  video  games  or  other  form  of
         entertainment;  books and  magazines  (including  in either  printed or
         electronic  form); any type of sporting event,  (whether as a spectator
         or  participant);  and any other  leisure  activity  regardless  of the
         medium  or  mode  of  communication  or  distribution,  whether  now in
         existence or hereafter created or conceived,  including but not limited
         to, live  performances,  print  media,  television,  cable  television,
         audio,  radio,  satellite,  compact disks, video disks, the Internet or
         other electronic or digital platform or means of distribution.

1.3      Any computer programs included as part of the Licensed  Materials shall
         be provided  in both  source  code and object code form,  and MCY shall
         have the right to receive related technical  documentation for any such
         software.  The license  granted  hereunder shall entitle MCY to receive
         any new releases,  or other  modifications or alterations to any of the
         Licensed  Materials,  made at any  time  after  delivery  by ADS to MCY
         hereunder and offered by ADS to its customers generally, where any such
         releases or other  modifications  are not priced by ADS as separate new
         products or options.  MCY acknowledges that it shall be responsible for
         making all necessary  arrangements at its own expense for obtaining any
         other  modifications  or alterations  to the Licensed  Materials or for
         obtaining other products to be used with the Licensed  Materials,  that
         may be  necessary  to  ensure  that  the  Licensed  Materials  have any
         features or meet any standards  that may be required by MCY or that are
         required  by MCY to enable  it to use the  Licensed  Materials  for the
         purposes  intended by MCY. Any modifications or alterations made solely
         by or on behalf of MCY to any of the Licensed Materials supplied by ADS
         shall  belong to MCY,  but shall be  subject  to the  restrictions  and
         conditions set out in this Agreement.

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1.4      MCY shall be entitled  pursuant to the license granted hereunder to use
         the  Licensed  Materials  solely  for  its  internal  use  and  not  to
         sublicense the Licensed Materials to others,  provided,  however,  that
         MCY  shall  be  entitled  to  grant   sublicense  for  any  plug-in  or
         downloadable  module  that  any end  user  requires  for  access  to or
         interaction  with any MCY platform on which the Licensed  Materials are
         installed.  Except as otherwise expressly stated in this Agreement, MCY
         shall not be entitled to rent,  lease,  loan or  otherwise  transfer or
         grant any rights in or to the Licensed  Materials to any other  person,
         and MCY  shall not  disassemble,  decompile  or  reverse  engineer  the
         Licensed Materials.  MCY shall not use any of the Licensed Materials in
         any way not expressly provided for in this Agreement.  MCY acknowledges
         that  there  are no  implied  licenses  and that MCY  shall not use the
         Licensed  Materials  in any manner  that would  exceed the scope of the
         license granted herein.

1.5      MCY shall not reproduce,  duplicate, copy, sell, or otherwise disclose,
         or   disseminate   the   Licensed   Materials,    including   operating
         instructions,  user  manuals,  and  training  materials,  in any medium
         except  as  authorized  herein.  MCY may make  copies  of the  Licensed
         Materials,  in machine  readable form, only as is reasonably  necessary
         for its use of the  Licensed  Materials  as  permitted  herein  and for
         archival, testing and backup purposes.

1.6      The right to use the Licensed  Materials granted to MCY hereunder shall
         include use of the Licensed  Materials by any Affiliate (as hereinafter
         defined) of MCY and any  successor  of any  Affiliate.  For purposes of
         this Agreement,  "AFFILIATE" means any entity or person which, directly
         or  indirectly,  controls,  is controlled by or is under common control
         with MCY. MCY shall cause any Affiliate or successor to comply with the
         terms and  conditions of this  Agreement in the same manner as MCY, and
         shall indemnify ADS for any loss,  damage or expense incurred by ADS as
         a result of any non-compliance  with this Agreement by any Affiliate or
         successor.

1.7      Except as expressly  provided  herein,  the license granted to MCY with
         respect to the Licensed  Materials  does not include the right to grant
         sublicenses to any portion of the Licensed  Materials without the prior
         written  authorization of ADS, which  authorization  may be withheld by
         ADS at its sole  discretion.  In each case in which  MCY is  authorized
         under  this  Agreement  to grant  such  sublicenses,  or in  which  ADS
         expressly permits MCY to grant any such sublicenses,  MCY shall require
         each sublicensee,  before it may use or install the sublicensed portion
         of the Licensed  Materials,  to execute a written license  agreement in
         form and  substance  that is  approved  by ADS,  and that at a  minimum
         contains the same  restrictions  and conditions  that are applicable to
         the use of the Licensed  Materials by MCY, as set forth hereunder.  MCY
         shall  indemnify  ADS for all losses,  costs,  damages,  expenses,  and
         liabilities  caused by a  sublicensee's  failure  to honor the terms of
         such  sublicense,  or by MCY's failure to include the required terms in
         its sublicense agreements with its sublicensees.

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2.       PAYMENT, PRICES.

2.1      In  consideration  of the  rights  and  licenses  granted by ADS to MCY
         hereunder, MCY shall pay ADS a one-time license fee of U.S. $10,000,000
         (the  "LICENSE  FEE").  The  License  Fee  shall be paid in cash in the
         amount of $9,000,000, and in shares of the common stock of MCY having a
         value  of  $1,000,000,  all  in  accordance  with a  certain  agreement
         entitled the "ADS  Agreement" made between MCY,  MCY.com,  Inc. and ADS
         dated even date herewith (the "ADS AGREEMENT").

2.2      The License Fee is exclusive of any federal, state, municipal, or other
         governmental taxes,  duties, fees, excises, or tariffs now or hereafter
         imposed in connection with the production,  storage,  licensing,  sale,
         transportation,  import,  export,  use or  modification of the Licensed
         Materials,  or  otherwise  arising  out of or in  connection  with this
         Agreement.  MCY shall be responsible  for, and where ADS is required to
         collect any such  amounts,  shall  reimburse  ADS for,  all such taxes,
         duties,  fees, excises, or tariffs, but MCY shall not be liable for any
         governmental or local taxes imposed on ADS's corporate income.

3.       DELIVERY OF LICENSED MATERIALS

3.1      ADS shall  deliver  to MCY the  Licensed  Materials  promptly  upon the
         execution  hereof  by MCY.  All  deliveries  will be made to MCY at the
         address of MCY set forth in this Agreement.  MCY acknowledges  that the
         Licensed Materials may be provided in printed and/or electronic form.

3.2      MCY  acknowledges  that  the  Licensed  Materials  do not  include  any
         software, specifications,  designs, documentation or any other products
         belonging to any third party, other than such as may be licensed to ADS
         and that ADS is entitled to  sublicense  to MCY as part of the Licensed
         Materials,  and  MCY  shall  be  responsible  at its  own  expense  for
         obtaining  directly  from any third party such licenses or other rights
         to any  software or other third party  products  that MCY will  require
         from  time to time  for use in  conjunction  with  any of the  Licensed
         Materials and for  installing  configuring,  maintaining  and using any
         such products.  ADS does not warrant which  software  products that MCY
         will  require in order to use the Licensed  Materials  for its intended
         purposes, nor does ADS make any representation or warranty to MCY as to
         the  availability  or prices of any software or other products that MCY
         will require for use with the Licensed  Materials,  provided,  however,
         that  upon  request  by MCY and at  MCY's  expense,  ADS  will  provide
         reasonable  information to assist MCY in obtaining  such products.  MCY
         also  acknowledges  that it will be  responsible at its own expense for
         selecting, procuring, configuring and maintaining any hardware products
         that  will be  required  by MCY for use  with the  Licensed  Materials,
         provided  that  upon  request  by MCY and at  MCY's  expense,  ADS will
         provide   reasonable   information  to  assist  MCY  in  selecting  and
         configuring hardware products to be used with the Licensed Materials.

4.       SERVICES FOR MAINTENANCE AND/OR MODIFICATION OF LICENSED MATERIALS.

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4.1      Except as provided in Section  1.3,  ADS shall not be  responsible  for
         providing  or causing to provide any  services or  performing  any work
         that may be  requested  or  required  by MCY with  respect  to the use,
         maintenance, support, modification, enhancement or alteration of any of
         the Licensed  Materials.  MCY acknowledges  that its ability to use any
         software or any other  components  of the  Licensed  Materials  for its
         intended  purposes may require MCY to enter into agreements with ADS or
         the developers of the applicable  components of the Licensed Materials,
         or with other third parties,  including  agreements for the support and
         maintenance  of any  software  products  forming  part of the  Licensed
         Materials.  MCY  shall be solely  responsible  for  entering  into such
         agreements or otherwise  making any such  arrangements,  and for paying
         any fees required in connection therewith.

5.       TITLE TO LICENSED MATERIALS.

5.1      MCY  acknowledges  that ADS or its licensors  own all right,  title and
         interest,  including all copyright,  patent rights,  trademark  rights,
         trade secret rights and all other intellectual  property rights, in and
         to the Licensed Materials.

5.2      MCY shall include in any copies of the Licensed Materials or associated
         documentation  made by MCY,  including  any copies of any  modified  or
         altered versions of the Licensed  Materials made by MCY, such copyright
         or other  proprietary  rights notices as may be contained on the copies
         of the Licensed Materials  originally provided by ADS to MCY, or as may
         be reasonably requested by ADS from time to time.

6.       WARRANTY.

6.1      ADS does not provide any  representation  or warranty that the Licensed
         Materials  will have any  features  or meet any  standards  that may be
         requested by MCY, or will otherwise meet MCY's requirements.

6.2      ADS represents and warrants to MCY that it is the owner of the Licensed
         Materials or  otherwise  has the right to grant to MCY the licenses set
         forth in this  Agreement  without  violating  any  rights  of any third
         party,  and that there is  currently  no actual or  threatened  suit or
         claim by any such third  party  based on an alleged  violation  of such
         right by ADS provided,  however,  that MCY's sole and exclusive remedy,
         and ADS's  sole and  exclusive  obligation  to MCY,  for breach of this
         warranty shall be to provide the Intellectual Property  Indemnification
         set forth in Section 8 below.

6.3      THE  WARRANTIES  CONTAINED  IN THIS  SECTION 6 ARE IN LIEU OF ALL OTHER
         WARRANTIES  AND  CONDITIONS,  EXPRESSED OR IMPLIED,  AND ADS  EXPRESSLY
         DISCLAIMS ANY IMPLIED  WARRANTIES  OR  CONDITIONS  OF  MERCHANTABILITY,
         FITNESS FOR A  PARTICULAR  PURPOSE,  TITLE,  OR

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         NON-INFRINGEMENT   WITH  RESPECT  TO  THE  LICENSED  MATERIALS  OR  THE
         PERFORMANCE OF ANY OBLIGATIONS HEREUNDER.

7.       LIMITATION OF LIABILITY.

7.1      ADS's aggregate  liability to ADS under this Agreement or for any other
         reason  relating  to the  products  and  services  provided  under this
         Agreement,  including claims for contribution or indemnity, and whether
         the claim is in contract,  breach of warranty,  strict liability,  tort
         (including negligence) or otherwise,  shall be limited to not more than
         $250,000.  NEITHER  PARTY  SHALL BE LIABLE  TO THE  OTHER FOR  SPECIAL,
         INCIDENTAL,  OR  CONSEQUENTIAL  DAMAGES,  INCLUDING  BUT NOT LIMITED TO
         DAMAGES FOR LOST  PROFITS OR LOSS OF USE, OR FOR ANY LOSS OF DATA,  FOR
         ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,  EVEN IF
         THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.       INTELLECTUAL PROPERTY RIGHTS INDEMNITY.

8.1      If notified promptly in writing of any action brought against MCY based
         on a claim that the Licensed Materials infringe any valid United States
         patent,  copyright,  trademark or trade  secret of a third  party,  ADS
         shall  indemnify,  defend  and  hold  harmless  MCY and  its  officers,
         directors  and  employees  against such action at ADS's expense and pay
         all  damages  finally  awarded  in such  action or  settlement  and any
         expenses (including  reasonable attorneys' fees) which are attributable
         to such claim.  ADS shall have sole  control of the defense of any such
         action and all negotiations for its settlement or compromise. MCY shall
         cooperate reasonably with ADS in the defense,  settlement or compromise
         of any such action.  Such cooperation shall be at ADS's expense. In the
         event that a final  injunction  is  obtained  against  MCY's use of the
         Licensed Materials, or if ADS reasonably believes that MCY's use of the
         Licensed Materials could be so enjoined,  or if in ADS's opinion any of
         the Licensed  Materials is likely to become the subject of a successful
         claim of such infringement,  ADS shall, at its expense, (i) procure for
         MCY the right to continue  using the Licensed  Materials as provided in
         this Agreement,  (ii) replace or modify the Licensed  Materials so that
         they  become  non-infringing  (so  long  as  the  functionality  of the
         Licensed  Materials is essentially  unchanged) or, in the event neither
         of the  previous  two options can be effected by ADS,  (iii)  terminate
         this Agreement  with respect to the applicable  portion of the Licensed
         Materials  and  the  rights  granted  hereunder,  and  refund  to MCY a
         reasonable amount on account of that portion of the License Fee paid to
         ADS for the applicable portion of the Licensed Materials.  This Section
         states  ADS's  entire   liability  and  MCY's   exclusive   remedy  for
         infringement.

8.2      Notwithstanding the foregoing, ADS shall have no liability to MCY under
         this Section 8 to the extent that any  infringement or claim thereof is
         based upon (i) the operation or use of any of the Licensed Materials in
         combination  with any  equipment  or software not

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         supplied  by ADS  where the  Licensed  Materials  would  not  itself be
         infringing,   (ii)   compliance   with   designs,   specifications   or
         instructions provided by MCY, (iii) use of any of Licensed Materials in
         an  application  or  environment  for which it was not designed or (iv)
         modifications of any of the Licensed Materials by anyone other than ADS
         where the  unmodified  version of the Licensed  Materials  would not be
         infringing.

8.3      THE FOREGOING INDEMNIFICATION  PROVISIONS STATE THE ENTIRE LIABILITY OF
         ADS WITH RESPECT TO  INFRINGEMENT  OR ALLEGED  INFRINGEMENT OF PATENTS,
         COPYRIGHTS,   TRADEMARKS,  TRADE  SECRETS  AND  OTHER  INTELLECTUAL  OR
         PROPRIETARY RIGHTS BY THE LICENSED MATERIALS OR THEIR USE.

9.       CONFIDENTIALITY AND NONDISCLOSURE.

9.1      Each party may have  access to  Confidential  Information  (as  defined
         below) of the other party (the "DISCLOSING PARTY"),  during the term of
         this  Agreement.  Each party agrees that it will not use or disclose to
         any third party any  Confidential  Information  except as  permitted by
         this Agreement or as authorized by the Disclosing Party's prior written
         consent.  Each party that is a recipient  of  Confidential  Information
         (the  "RECIPIENT")  shall employ the same degree of care in  preventing
         the  disclosure of the  Confidential  Information  to a third party (or
         parties) as it uses with regard to its own confidential  information of
         similar  importance,  provided  that in no event  shall  the  Recipient
         employ  less than a  reasonable  degree of care.  The  Recipient  shall
         disclose  Confidential  Information  only to those of its employees who
         have a need  to know  the  Confidential  Information  for  purposes  of
         performing or exercising  rights granted under this Agreement and shall
         not use the  Confidential  Information of the other except for purposes
         of performing or exercising  rights granted under this  Agreement.  The
         Recipient   may  disclose   Confidential   Information   to  regulatory
         authorities with jurisdiction over the Recipient  provided it gives the
         other party prior notice of such disclosure. Neither party will use the
         other party's name or otherwise refer to the other party in any written
         materials  without the prior written consent of the other party in each
         instance.

9.2      For  purposes  of  this  Agreement,  "CONFIDENTIAL  INFORMATION"  means
         non-public  information.  Confidential  Information may include (but is
         not limited to) business methods, data,  information,  records,  plans,
         and  concepts.  MCY  agrees to treat the  Licensed  Materials  as ADS's
         Confidential  Information.  Confidential  Information  does not include
         information  that: (i) is or becomes publicly  available through no act
         or omission of the Recipient of the Confidential  Information;  (ii) is
         intentionally  disclosed  to a third  party  by the  party  owning  the
         Confidential  Information without restrictions on disclosure;  (iii) is
         rightfully  acquired  by the  Recipient  from a third party not under a
         confidentiality  restriction;  (iv) is independently  developed,  which
         independent  development  can be shown by written  evidence;  or (v) is
         required to be disclosed under operation of law or court order.

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9.3      On ADS's  reasonable  request,  MCY  will  furnish  ADS with a  written
         statement, certified by an officer of MCY, confirming that the Licensed
         Materials are being used by MCY in accordance with this Agreement.

10.      AUDIT RIGHTS.

10.1     At ADS's request, MCY shall provide ADS with a report detailing its use
         of the Licensed  Materials.  Upon reasonable  notice provided by ADS to
         MCY, ADS may audit MCY's records to ensure  compliance by MCY with this
         Agreement.  Any such audit will be conducted  during  regular  business
         hours at MCY's  offices,  shall not interfere  unreasonably  with MCY's
         business  activities  and  shall  be  subject  to  the  confidentiality
         provisions of this Agreement.

11.      TERM/TERMINATION.

11.1     This  Agreement  is  effective  as at the date  set  forth  above,  and
         continues until terminated as provided herein,  or by agreement of both
         parties.  Either ADS or MCY may terminate  this  Agreement if the other
         party is in  material  breach of any  material  obligation  under  this
         Agreement  (including  the obligation to pay amounts due hereunder) and
         fails to cure such  nonperformance  within  thirty (30) days  following
         written  notice of such failure.  This Agreement may also be terminated
         in the  manner  and on the  terms set out in  section  3 of the  Escrow
         Agreement (the "Escrow  Agreement")  which is incorporated in and forms
         part of the ADS Agreement,  in which case the rights and obligations of
         the  parties  upon  termination  shall be as set  forth  in the  Escrow
         Agreement.

11.2     Upon  termination of this  Agreement for any of the above reasons,  all
         licenses  granted   hereunder  shall  terminate  and  if  the  Licensed
         Materials  have not been  delivered to MCY at the time of  termination,
         ADS  shall  have no  obligation  to  effect  such  delivery  and if the
         Licensed  Materials have been delivered,  MCY will immediately  destroy
         the Licensed  Materials and all copies in any  form,provided,  however,
         that except in the case of  termination  in accordance  with the Escrow
         Agreement,  if  MCY  has  paid  all  amounts  owing  to  ADS  as of the
         termination  date, and MCY is in compliance with and remains subject to
         the  provisions of Articles 1, 5 , 6, 7, 8, 9, 10, and 12, the licenses
         granted  hereunder  shall  survive  following the  termination  of this
         Agreement.  However, ADS may terminate MCY's use of any of the Licensed
         Materials upon a material breach of any of the surviving sections.

12.      GENERAL.

12.1     WAIVER/AMENDMENT.   No  waiver,   amendment,  or  modification  of  any
         provision of this  Agreement  shall be effective  unless in writing and
         signed  by  the  party   against  whom  such  waiver,   amendment,   or
         modification  is sought to be  enforced.  No failure or delay by either
         party in exercising  any right,  power or remedy under this  Agreement,
         except as


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         specifically  provided herein,  shall be deemed as a waiver of any such
         right, power, or remedy.

12.2     ASSIGNMENT.  Either  party  may  assign  this  Agreement  to an  entity
         acquiring  substantially all of its assets or merging with it, provided
         that such  assignee  agree in writing to assume all  obligations  under
         this Agreement. Except as set forth above, neither party may assign any
         of its rights or delegate any of its  obligations  under this Agreement
         to any third party  without the express  written  consent of the other.
         Any attempted  assignment  in violation of the foregoing  shall be void
         and of no effect. Subject to the above, this Agreement shall be binding
         upon and inure to the  benefit  of the  successors  and  assigns of the
         parties hereto.

12.3     GOVERNING LAW. The rights of the parties hereunder shall be governed by
         the laws of the State of Florida without giving effect to principles of
         conflicts of laws. The parties expressly exclude the application of the
         United Nations  Convention on Contracts for the  International  Sale of
         Goods,  if  applicable.  The  parties  hereby  submit to the  exclusive
         jurisdiction  of the  federal  or state  courts  located  in Palm Beach
         County,  Florida  in any  action or  proceeding  that may be brought in
         connection with this Agreement.

12.4     EQUITABLE RELIEF. The parties acknowledge that Confidential Information
         contains trade secrets, the disclosure of which would cause substantial
         harm to  Disclosing  Party (as defined in Section 9 hereof)  that could
         not be  remedied  by the payment of damages  alone.  Accordingly,  said
         Disclosing   Party  will  be  entitled  to  preliminary  and  permanent
         injunctive   relief   and  other   equitable   relief  for  any  breach
         confidentiality.

12.5     SEVERABILITY.  If any  provision of this  Agreement  shall be held by a
         court of competent  jurisdiction  to be contrary to law, the  remaining
         provisions of this Agreement shall remain in full force and effect.

12.6     EXPORT.  MCY  acknowledges  that the laws and regulations of the United
         States may restrict the export of the Software. MCY agrees that it will
         not  export or  re-export  any of the  Licensed  Materials  in any form
         without  first  obtaining  the  appropriate  United  States and foreign
         government approvals.

12.7     NOTICE. Any notice,  consent, or other communication hereunder shall be
         in writing, and shall be given personally,  by confirmed fax or express
         delivery to either party at their respective addresses:

         (i)      to ADS at:
                           Applied Digital Solutions, Inc.
                           Suite 410
                           400 Royal Palm Way
                           Palm  Beach, Florida 33480
                           Attention:  David I Beckett, General Counsel

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                  with a copy to:
                           Bryan Cave LLP
                           245 Park Avenue
                           New York, New York  10167
                           Attention:       Robert A. Ansehl

         (ii)     to MCY at:
                           MCY Music World, Inc.
                           1133 Avenue of the Americas
                           New York, New York 10036
                           Attention:       Legal Department

                  with a copy to:
                           Brown Raysman Millstein Felder & Steiner LLP
                           1880 Century Park East

                           Suite 711
                           Los Angeles, California 90067
                           Attention:       Henry Silberberg

         or such other address as may be designated by written  notice of either
         party. Notices shall be deemed given when delivered or transmitted,  or
         seven days after deposit in the mail.

12.8     INDEPENDENT CONTRACTORS. The parties' relationship shall be solely that
         of independent contractor and nothing contained in this Agreement shall
         be construed to make either party an agent, partner, joint venturer, or
         representative of the other for any purpose.

12.9     FORCE MAJEURE. If the performance of this Agreement,  or any obligation
         hereunder, except the making of payments, is prevented,  restricted, or
         interfered with by reason of any act or condition beyond the reasonable
         control of the affected  party,  the party so affected  will be excused
         from  performance  to the extent of such  prevention,  restriction,  or
         interference.

12.10    DUPLICATE  ORIGINALS.  This  Agreement may be executed in any number of
         counterparts,  each of which  shall be  deemed an  original  and all of
         which, when taken together, shall constitute but one document.

12.11    ENTIRE  AGREEMENT.  This  Agreement,  together  with the ADS  Agreement
         referred to in Section 2.1 above and the  exhibits and  attachments  to
         the  ADS  Agreement  and  the  other  documents  referred  to  therein,
         constitute  the complete and  exclusive  agreement  between the parties
         with respect to the subject matter hereof and supersedes all proposals,
         oral,   or  written,   all   previous   negotiations,   and  all  other
         communications  between the parties with respect to the subject  matter
         hereof. The terms of this Agreement shall prevail

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         notwithstanding  any different,  conflicting,  or additional terms that
         may appear in any purchase  order or other unsigned  license  agreement
         included  in any  equipment  or  software  package.  All  products  and
         services  delivered  by ADS to MCY are  subject  to the  terms  of this
         Agreement,  unless specifically  addressed in a separate agreement.  No
         modification of this Agreement will be effective  unless contained in a
         writing executed by an authorized representative of each party.


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         IN WITNESS  WHEREOF,  THE  PARTIES  HAVE CAUSED  THIS  AGREEMENT  TO BE
EXECUTED BY THEIR DULY AUTHORIZED REPRESENTATIVES.

APPLIED DIGITAL SOLUTIONS, INC.

/s/ Garrett A. Sullivan
--------------------------------------------
Signature

Garrett A. Sullivan
President

MCY MUSIC WORLD, INC.

/s/ Bernhard Fritsch
--------------------------------------------
Signature
Bernhard Fritsch
------------------------------------
Printed Name
President
--------------------------------------------
Title



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