EXECUTION COPY

                                  MCY AGREEMENT

                                 BY AND BETWEEN

                                  MCY.COM, INC.

                                       AND

                         APPLIED DIGITAL SOLUTIONS, INC.

                          DATED AS OF OCTOBER 19, 2000


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                                                                  EXECUTION COPY

                                  MCY AGREEMENT
                                  -------------

         MCY AGREEMENT dated as of October 19, 2000 (this  "Agreement"),  by and
between  MCY.com,  Inc., a Delaware  corporation  ("MCY"),  and Applied  Digital
Solutions, Inc., a Missouri corporation ("ADSX").


                                    RECITALS

         WHEREAS, MCY Music World, Inc., a Delaware corporation and wholly-owned
subsidiary of MCY  ("Music"),  owns or has exclusive  rights in certain  digital
delivery architecture (collectively, the "MCY Technology"); and

         WHEREAS,  ADSX  wishes to obtain  from Music an  exclusive,  perpetual,
fully paid,  license for the use of the MCY Technology and Music wishes to grant
such a license to ADSX, on the same basis, for such purposes only; and

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
legal  adequacy of which is hereby  acknowledged,  the parties  hereby  agree as
follows:

1.       Grant of MCY License; Consideration; etc,

         (a) Grant of MCY License to ADSX.  For the  consideration  set forth in
Section  1(b)  hereof,  MCY  shall  cause  Music to grant to ADSX an  exclusive,
perpetual,  fully paid, personal, limited and non-transferable license (the "MCY
License") of the MCY Technology pursuant to the terms, provisions and conditions
of a license  agreement between Music and ADSX in the form of Exhibit A attached
hereto.

         (b)  Consideration.  In consideration for the grant by Music of the MCY
License, ADSX and the MCY Technology,  ADSX agrees to pay to MCY an aggregate of
[11,816,298] shares of ADSX common stock (the "ADSX Shares").

         (c)  Registration  Rights  Agreement.  ADSX and MCY shall  enter into a
registration   rights   agreement  by  and  between  ADSX  and  MCY  (the  "ADSX
Registration  Rights  Agreement") in the form attached hereto as Exhibit B which
shall provide that ADSX shall file a registration statement on Form S-3 with the
Securities and Exchange  Commission (the  "Commission")  as soon as possible and
shall  provide that ADSX shall use its best  efforts to cause such  registration
statement to be declared  effective by no later than seventy-five (75) days from
the date hereof (the "Registration Rights Termination Date").

         (d) Escrow and Payment Agreement. MCY shall deposit the MCY License and
MCY  Technology  into an  escrow  account  pursuant  to an  escrow  and  payment
agreement  of even date  herewith  (the "Escrow and Payment  Agreement")  by and
among MCY, ADSX and Parker Chapin LLP, as the escrow agent (the "Escrow Agent"),
in the form  attached  hereto as Exhibit C. ADSX shall  deposit  the ADSX Shares
with the Escrow  Agent who shall hold and release the ADSX Shares in  accordance
with the Escrow and Payment Agreement.

<PAGE>

2.       Representations and Warranties.

         2.1 MCY hereby represents and warrants to ADSX as follows:

         (a)  Organization,  Good Standing and Power.  MCY is a corporation duly
incorporated,  validly existing and in good standing under the laws of the State
of Delaware and has the requisite  corporate power to own, lease and operate its
properties and assets and to conduct its business as it is now being  conducted.
MCY does not have any subsidiaries  except as set forth on Schedule 2.1(a).  MCY
and each  such  subsidiary  is duly  qualified  as a foreign  corporation  to do
business and is in good  standing in every  jurisdiction  in which the nature of
the  business  conducted  or  property  owned  by it  makes  such  qualification
necessary except for any  jurisdiction  (alone or in the aggregate) in which the
failure to be so qualified will not have a MCY Material Adverse Effect.  For the
purposes of this  Agreement,  "MCY  Material  Adverse  Effect" means any adverse
effect  on  the  business,  operations,   properties,  prospects,  or  financial
condition of MCY and its subsidiaries taken as a whole.

         (b)  Authorization;  Enforceability.  MCY has the  requisite  corporate
power  and  authority  to  enter  into  and  perform  this  Agreement,  the ADSX
Registration Rights Agreement and the Escrow and Payment Agreement and all other
agreements,  certificates,  instruments  and  documents  executed in  connection
therewith  (collectively,  the  "MCY  Transaction  Documents").  The  execution,
delivery  and  performance  of the  MCY  Transaction  Documents  by MCY  and the
consummation by it of the transactions contemplated hereby and thereby have been
duly and validly  authorized by all necessary  corporate action,  and no further
consent or  authorization  of MCY or its Board of Directors or  stockholders  as
required. The MCY Transaction Documents have been duly executed and delivered by
MCY.  Each of the MCY  Transaction  Documents  constitutes  a valid and  binding
obligation of MCY enforceable  against MCY in accordance with its terms,  except
as such  enforceability  may be limited by  applicable  bankruptcy,  insolvency,
reorganization,   moratorium,  liquidation,  conservatorship,   receivership  or
similar laws relating to, or affecting  generally the enforcement of, creditor's
rights and remedies or by other equitable principles of general application.

         (c) No Conflicts.  The execution,  delivery and  performance of the MCY
Transaction  Documents by MCY or Music, as the case may be, and the consummation
by MCY of the transactions  contemplated  hereby and thereby do not and will not
(i) violate any provision of MCY's Certificate of Incorporation or Bylaws,  (ii)
conflict  with,  or constitute a default (or an event which with notice or lapse
of time or both would become a default)  under,  or give to others any rights of
termination,   amendment,   acceleration  or  cancellation  of,  any  agreement,
mortgage,  deed of trust,  indenture,  note,  bond,  license,  lease  agreement,
instrument  or  obligation  to  which  MCY  is a  party  or by  which  it or its
properties  or assets  are  bound,  (iii)  create  or  impose a lien,  mortgage,
security interest,  charge or encumbrance of any nature on any property or asset
of MCY under any agreement or any commitment to which MCY is a party or by which
MCY is bound or by which any of its  respective  properties or assets are bound,
or (iv) result in a violation of any federal,  state,  local or foreign statute,
rule,  regulation,  order,  judgment  or  decree  (including  federal  and state
securities laws and regulations) applicable to MCY or any of its subsidiaries or
by which any  property or asset of MCY or any of its  subsidiaries  are bound or
affected,  except,  in all cases  other than  violations  pursuant to clause (i)
above, for such conflicts,  defaults,  terminations,  amendments,  acceleration,
cancellations  and  violations as would not,  individually  or in the aggregate,
have a MCY Material Adverse Effect.  The business of MCY

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and its subsidiaries is not being conducted in violation of any laws, ordinances
or regulations of any governmental entity,  except for possible violations which
singularly or in the  aggregate do not and will not have a MCY Material  Adverse
Effect.  MCY is not  required  under  federal,  state  or  local  law,  rule  or
regulation to obtain any consent,  authorization or order of, or make any filing
or  registration  with,  any  court or  governmental  agency  in order for it to
execute,  deliver or perform any of its  obligations  under the MCY  Transaction
Documents in accordance with the terms hereof or thereof (other than any filings
which may be required to be made by MCY with the Commission or state  securities
administrators pursuant to the terms hereof and any registration statement which
may be filed pursuant hereto).

         (d) No Material Adverse Change.  Since September 30, 2000,  neither MCY
nor its  subsidiaries  has  experienced  or suffered  any MCY  Material  Adverse
Effect, other than a general decline in the stock price of MCY.com,  Inc. common
stock and that MCY continues to incur losses as a result of its operations.

         (e) Actions Pending.  There is no action,  suit, claim,  investigation,
arbitration, alternate dispute resolution proceeding or other proceeding pending
or, to the  knowledge of MCY,  threatened  against MCY or any  subsidiary  which
questions  the validity of this  Agreement  or any of the other MCY  Transaction
Documents  or any of the  transactions  contemplated  hereby or  thereby  or any
action taken or to be taken pursuant  hereto or thereto.  Except as set forth in
the Commission Filings or on Schedule 2.1(e) hereto,  there is no action,  suit,
claim,  investigation,  arbitration,  alternate dispute resolution proceeding or
other  proceeding  pending or, to the knowledge of MCY,  threatened,  against or
involving  MCY, any subsidiary or any of their  respective  properties or assets
which is likely to have a MCY Material Adverse Effect.  There are no outstanding
orders,  judgments,  injunctions,  awards or decrees of any court, arbitrator or
governmental or regulatory body against MCY or any subsidiary or any officers or
directors of MCY or subsidiary in their capacities as such.

         (f) Compliance with Law. The business of MCY and the  subsidiaries  has
been and is presently being conducted in accordance with all applicable federal,
state and local governmental laws, rules, regulations and ordinances,  except as
set  forth on  Schedule  2.1(f)  hereto  or such  that,  individually  or in the
aggregate,  do not  cause a MCY  Material  Adverse  Effect.  MCY and each of its
subsidiaries  have  all  franchises,   permits,  licenses,  consents  and  other
governmental  or  regulatory  authorizations  and  approvals  necessary  for the
conduct of its  business  as now being  conducted  by it unless  the  failure to
possess such franchises,  permits, licenses,  consents and other governmental or
regulatory authorizations and approvals, individually or in the aggregate, could
not reasonably be expected to have a MCY Material Adverse Effect.

         (g) Certain Fees.  Except as set forth on Schedule  2.1(g)  hereto,  no
brokers,  finders or financial  advisory fees or commissions  will be payable by
MCY or any  subsidiary  with respect to the  transactions  contemplated  by this
Agreement.

         (h)  Rule  144.  MCY  understands  that the  ADSX  Shares  must be held
indefinitely  unless the ADSX Shares are registered  under the Securities Act or
an  exemption  from  registration  is  available.  MCY  acknowledges  that it is
familiar  with Rule 144 of the  rules  and  regulations  of the  Commission,  as
amended,  promulgated  pursuant to the Securities Act ("Rule 144"), and that MCY
has been advised that Rule 144 permits resales only under certain circumstances.
MCY understands  that to the extent that Rule 144 is not available,  MCY will be

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unable to sell any Shares without either  registration  under the Securities Act
or the existence of another exemption from such registration requirement.

         (i)  Acquisition  for  Investment.  MCY is  purchasing  the ADSX Shares
solely for its own account for the purposes of investment and not with a view to
or for sale in  connection  with  distribution.  MCY  does  not  have a  present
intention to sell the ADSX  Shares,  nor a present  arrangement  (whether or not
legally  binding) or intention to effect any  distribution of the ADSX Shares to
or  through  any  person  or  entity;  provided,  however,  that by  making  the
representations  herein,  MCY does not  agree  to hold the ADSX  Shares  for any
minimum or other  specific  term and  reserves  the right to dispose of the ADSX
Shares  at any  time in  accordance  with  federal  and  state  securities  laws
applicable to such  disposition.  MCY  acknowledges  that it is able to bear the
financial  risks  associated  with an  investment in ADSX Shares and that it has
been given full access to such records of ADSX and the  subsidiaries  and to the
officers of ADSX and the  subsidiaries as it has deemed necessary or appropriate
to conduct its due diligence investigation.

         (j) Accredited Investor.  MCY is an "accredited investor" as defined in
Regulation D promulgated  under the  Securities  Act and has such  knowledge and
experience in financial  and business  matters that MCY is capable of evaluating
the merits and risks of MCY's investment in ADSX.

         (k) No Broker-Dealer Affiliation. MCY is not a broker-dealer registered
with the  Commission  or an  affiliate  (as such term is defined in Rule  144(a)
promulgated  under the Securities  Act) of a  broker-dealer  registered with the
Commission.

         (l) General. MCY understands that the ADSX Shares are being offered and
sold in reliance on a transactional exemption from the registration  requirement
of federal  and state  securities  laws and ADSX is  relying  upon the truth and
accuracy of the  representations,  warranties,  agreements,  acknowledgments and
understandings  of MCY set forth herein in order to determine the  applicability
of such  exemptions and the  suitability of MCY to acquire the ADSX Shares.  MCY
understands  that no United States  federal or state agency or any government or
governmental agency has passed upon or made any recommendation or endorsement of
the ADSX Shares.

         (m) Opportunities for Additional Information.  MCY acknowledges that it
has had the  opportunity to ask questions of and receive answers from, or obtain
additional  information  from,  the executive  officers of ADSX  concerning  the
financial and other affairs of ADSX, and to the extent deemed necessary in light
of MCY's  knowledge of ADSX' affairs,  MCY has asked such questions and received
answers to the full satisfaction of MCY, and MCY desires to invest in ADSX.

         (n) No General Solicitation. MCY acknowledges that the ADSX Shares were
not  offered  to it by means of any form of general  or public  solicitation  or
general   advertising,   or  publicly   disseminated   advertisements  or  sales
literature,   including  (i)  any  advertisement,   article,   notice  or  other
communication  published  in any  newspaper,  magazine,  or  similar  media,  or
broadcast over  television or radio,  or (ii) any seminar or meeting to which it
was invited by any of the foregoing means of communication

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         2.2  Representations and Warranties of ADSX. ADSX hereby represents and
warrants to MCY as follows:

         (a)  Organization,  Good Standing and Power. ADSX is a corporation duly
incorporated,  validly existing and in good standing under the laws of the State
of Missouri and has the requisite  corporate power to own, lease and operate its
properties and assets and to conduct its business as it is now being  conducted.
ADSX  does not have any  subsidiaries  except as set  forth on  Schedule  2.2(a)
hereto. ADSX and each such subsidiary is duly qualified as a foreign corporation
to do business and is in good standing in every jurisdiction in which the nature
of the  business  conducted  or  property  owned by it makes such  qualification
necessary except for any  jurisdiction  (alone or in the aggregate) in which the
failure to be so qualified will not have an ADSX Material  Adverse  Effect.  For
the purposes of this Agreement, "ADSX Material Adverse Effect" means any adverse
effect  on  the  business,  operations,   properties,  prospects,  or  financial
condition of ADSX and subsidiaries taken as a whole.

         (b) Authorization;  Enforcement. ADSX has the requisite corporate power
and  authority to enter into and perform this  Agreement,  the MCY License,  the
ADSX Registration  Rights Agreement and the Escrow and Payment Agreement and all
other agreements, certificates, instruments and documents executed in connection
therewith  (collectively,  the "ADSX  Transaction  Documents") and to issue ADSX
Shares  in  accordance  with the  terms  hereof.  The  execution,  delivery  and
performance of the ADSX Transaction Documents by ADSX and the consummation by it
of the transactions  contemplated  hereby and thereby have been duly and validly
authorized  by all  necessary  corporate  action,  and  no  further  consent  or
authorization of ADSX or its Board of Directors or stockholders is required. The
ADSX  Transaction  Documents have been duly executed and delivered by ADSX. Each
of the ADSX Transaction  Documents constitutes a valid and binding obligation of
the ADSX enforceable  against ADSX in accordance with its terms,  except as such
enforceability   may  be   limited   by   applicable   bankruptcy,   insolvency,
reorganization,   moratorium,  liquidation,  conservatorship,   receivership  or
similar laws relating to, or affecting  generally the enforcement of, creditor's
rights and remedies or by other equitable principles of general application.

         (c) Capitalization. The authorized capital stock of ADSX and the shares
thereof  currently issued and outstanding as of September 29, 2000 are set forth
on Schedule 2.2(c) hereto.  All of the outstanding  shares of ADSX' common stock
have been duly and validly authorized.

         (d) Issuance of Shares.  The ADSX Shares have been duly  authorized  by
all necessary  corporate  action and, when paid for or issued in accordance with
the terms  hereof  shall be  validly  issued  and  outstanding,  fully  paid and
nonassessable.

         (e) No Conflicts.  The execution,  delivery and performance of the ADSX
Transaction  Documents by ADSX and the  consummation by ADSX of the transactions
contemplated hereby and thereby do not and will not (i) violate any provision of
the ADSX'  Certificate of  Incorporation  or its Bylaws,  (ii) conflict with, or
constitute  a default  (or an event  which with  notice or lapse of time or both
would  become a default)  under,  or give to others  any rights of  termination,
amendment,  acceleration or cancellation  of, any agreement,  mortgage,  deed of
trust, indenture, note, bond, license, lease agreement, instrument or obligation
to which ADSX is a party or by which it or its  properties  or assets are bound,
(iii)  create  or  impose  a  lien,  mortgage,

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security interest,  charge or encumbrance of any nature on any property or asset
of ADSX under any  agreement  or any  commitment  to which ADSX is a party or by
which ADSX is bound or by which any of its  respective  properties or assets are
bound,  or (iv) result in a violation  of any federal,  state,  local or foreign
statute,  rule,  regulation,  order,  judgment or decree (including  federal and
state  securities  laws  and  regulations)  applicable  to  ADSX  or  any of its
subsidiaries  or by  which  any  property  or  asset  of  ADSX  or  any  of  its
subsidiaries are bound or affected,  except,  in all cases other than violations
pursuant  to clause  (i)  above,  for such  conflicts,  defaults,  terminations,
amendments,   acceleration,   cancellations   and   violations   as  would  not,
individually  or in the aggregate,  have an ADSX Material  Adverse  Effect.  The
business of ADSX and its subsidiaries is not being conducted in violation of any
laws,  ordinances or regulations of any governmental entity, except for possible
violations  which singularly or in the aggregate do not and will not have a ADSX
Material Adverse Effect. ADSX is not required under federal, state or local law,
rule or regulation to obtain any consent, authorization or order of, or make any
filing or registration with, any court or governmental agency in order for it to
execute,  deliver or perform any of its obligations  under the ADSX  Transaction
Documents in accordance with the terms hereof or thereof (other than any filings
which may be required to be made by ADSX with the Commission or state securities
administrators pursuant to the terms hereof and any registration statement which
may be filed pursuant hereto).

         (f) No Material Adverse Change. Since September 30, 2000, other than as
reported  by ADSX in its  Quarterly  Report  on Form 10-Q for the  period  ended
September  30,  2000,  as  amended  filed  with  the  Commission,  ADSX  has not
experienced or suffered any ADSX Material Adverse Effect.

         (g) No Undisclosed Liabilities.  Except as disclosed on Schedule 2.2(g)
hereto,   neither  ADSX  nor  any  of  its  subsidiaries  has  any  liabilities,
obligations,  claims or losses (whether  liquidated or unliquidated,  secured or
unsecured, absolute, accrued, contingent or otherwise) other than those incurred
in the ordinary course of ADSX' or its subsidiaries  respective businesses since
December 31, 1999 and which,  individually or in the aggregate,  do not or would
not have an ADSX Material Adverse Effect on ADSX or its subsidiaries.

         (h) Actions Pending.  There is no action,  suit, claim,  investigation,
arbitration, alternate dispute resolution proceeding or other proceeding pending
or, to the knowledge of ADSX,  threatened  against ADSX or any subsidiary  which
questions  the validity of this  Agreement or any of the other ADSX  Transaction
Documents  or any of the  transactions  contemplated  hereby or  thereby  or any
action taken or to be taken pursuant  hereto or thereto.  Except as set forth in
the Commission Filings or on Schedule 2.2(h) hereto,  there is no action,  suit,
claim,  investigation,  arbitration,  alternate dispute resolution proceeding or
other proceeding  pending or, to the knowledge of ADSX,  threatened,  against or
involving ADSX, any subsidiary or any of their  respective  properties or assets
which  is  likely  to  have  an  ADSX  Material  Adverse  Effect.  There  are no
outstanding  orders,  judgments,  injunctions,  awards or  decrees of any court,
arbitrator or  governmental or regulatory body against ADSX or any subsidiary or
any officers or directors of ADSX or subsidiary in their capacities as such.

         (i) Compliance with Law. The business of ADSX and the  subsidiaries has
been and is presently being conducted in accordance with all applicable federal,
state and local governmental laws, rules, regulations and ordinances,  except as
set  forth on  Schedule  2.2(i)  hereto  or such  that,  individually  or in the
aggregate,  do not cause an ADSX Material  Adverse

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<PAGE>

Effect.  ADSX  and  each  of its  subsidiaries  have  all  franchises,  permits,
licenses,  consents and other  governmental  or  regulatory  authorizations  and
approvals necessary for the conduct of its business as now being conducted by it
unless the failure to possess such franchises,  permits, licenses,  consents and
other governmental or regulatory  authorizations and approvals,  individually or
in the  aggregate,  could not  reasonably  be expected to have an ADSX  Material
Adverse Effect.

         (j) Certain Fees.  Except as set forth on Schedule  2.2(j)  hereto,  no
brokers,  finders or financial  advisory fees or commissions  will be payable by
ADSX or any subsidiary  with respect to the  transactions  contemplated  by this
Agreement.

3. Covenants

         3.1  Sapient   Corporation.   MCY  shall   introduce  ADSX  to  Sapient
Corporation  ("Sapient")  and to use its  reasonable  best  efforts  to  request
Sapient to enter an agreement  with ADSX  regarding  proposed  modifications  of
certain digital delivery  architecture for ADSX; provided,  however,  that there
can be no  assurances  that Sapient  will agree to enter into an agreement  with
ADSX or that  Sapient  will agree to make the  proposed  modifications  on terms
acceptable to ADSX; provided,  further, that ADSX will be solely responsible for
the cost of such modifications and the delivery of the modified  architecture by
Sapient and the maintenance, hosting, bandwidth and all related costs.

         3.2  Registration  and  Listing.  ADSX shall cause its common  stock to
continue to be  registered  under  Sections  12(b) or 12(g) of the Exchange Act,
will comply in all respects with its reporting and filing  obligations under the
Exchange  Act,  will comply with all  requirements  related to any  registration
statement  filed pursuant to this Agreement and will not take any action or file
any  document  (whether  or not  permitted  by the  Securities  Act or the rules
promulgated  thereunder)  to  terminate  or  suspend  such  registration  or  to
terminate or suspend its reporting and filing obligations under the Exchange Act
or  Securities  Act,  except as  permitted  herein.  ADSX  will take all  action
necessary to continue the trading of its common stock on the applicable exchange
or successor market. ADSX will take all action necessary to cause the listing of
the ADSX Shares on Nasdaq or any successor exchange.

4.       Conditions, etc.

         4.1  Conditions  Precedent to the  Obligations  of ADSX. The obligation
hereunder  of ADSX  hereunder  to  deliver  the ADSX  Shares is  subject  to the
satisfaction  or  waiver,  at or  before  the  Release  Date  (as  such  term is
hereinafter  defined),  of  each  of  the  conditions  set  forth  below.  These
conditions  are for ADSX' sole  benefit and may be waived by ADSX at any time in
its sole discretion. For the purposes of this Agreement, the term "Release Date"
shall mean the date on which all of the conditions set forth in this Section 4.1
and Section 4.2 have been fully satisfied.

         (a)  Accuracy  of   Representations   and   Warranties.   Each  of  the
representations  and  warranties  of MCY shall have been true and correct in all
material  respects as of the date hereof and shall be true and correct as of the
Release Date.

         (b)  Performance.  MCY shall have performed,  satisfied and complied in
all respects with all  covenants,  agreements  and  conditions  required by this
Agreement to be  performed,  satisfied or complied with by MCY as of the Release
Date.

                                      -7-
<PAGE>

         (c) No  Injunction.  No statute,  rule,  regulation,  executive  order,
decree,  ruling or injunction shall have been enacted,  entered,  promulgated or
endorsed by any court or governmental  authority of competent jurisdiction which
prohibits  the  consummation  of any of the  transactions  contemplated  by this
Agreement.

         (d) No Proceedings or Litigation.  No action, suit or proceeding before
any arbitrator or any governmental  authority shall have been commenced,  and no
investigation by any governmental authority shall have been threatened,  against
MCY or any subsidiary, or any of the officers, directors or affiliates of MCY or
any  subsidiary  seeking  to  restrain,   prevent  or  change  the  transactions
contemplated  by this  Agreement,  or seeking  damages in  connection  with such
transactions.

         (e) MCY Agreement. MCY shall have delivered this Agreement to ADSX.

         (f) MCY License.  MCY shall have executed and delivered the MCY License
to ADSX and delivered it to the Escrow Agent.

         (g) ADSX Registration  Rights  Agreement.  MCY shall have delivered the
ADSX Registration Rights Agreement to ADSX.

         (h) HSR Clearance.  MCY shall have obtained all consents,  approvals or
waivers  required to be obtained in respect of or filings with any  Governmental
Authority (as such term is hereinafter  defined) that are required to permit the
consummation of the transactions  contemplated  herein,  and all waiting periods
applicable to this Agreement and the transactions  contemplated herein under the
HSR Act (as such term is hereinafter defined), if applicable, shall have expired
or been terminated.  For the purposes of this Agreement,  the term "Governmental
Authority"  means  any  federal,   state  or  local   regulatory   authority  or
instrumentality,  domestic  or  foreign,  or any  department  or agency  thereof
including,  without limitation, any authority,  department,  commission,  board,
bureau,  agency,  court or instrumentality.  For the purposes of this Agreement,
the term "HSR Act" means the  Hart-Scott-Rodino  Antitrust  Improvements  Act of
1976, as amended.

         (i)  Secretary's  Certificate.  MCY  shall  have  delivered  to  ADSX a
secretary's  certificate,  dated as of the Release Date,  as to (i)  resolutions
adopted by its the Board of Directors  approving the MCY  Transaction  Documents
and  the   transactions   contemplate   therewith,   (ii)  the   Certificate  of
Incorporation  of MCY as in effect as of the Release  Date,  (iii) the Bylaws of
MCY, as in effect as of the Release Date,  and (iv) the authority and incumbency
of the officers of MCY  executing  the MCY  Transaction  Documents and any other
documents required to be executed or delivered in connection therewith.

         4.2 Conditions  Precedent to the  Obligations of MCY. The obligation of
MCY  hereunder to deliver the MCY License and the MCY  Technology  is subject to
the  satisfaction  or waiver,  at or before  the  Release  Date,  of each of the
conditions set forth below.  These conditions are for MCY's sole benefit and may
be waived by MCY at any time in its sole discretion.

         (a)  Accuracy  of   Representations   and   Warranties.   Each  of  the
representations  and  warranties of ADSX shall have been true and correct in all
material  respects as of the date hereof and shall be true and correct as of the
Release Date.

                                      -8-
<PAGE>

         (b) Performance.  ADSX shall have performed,  satisfied and complied in
all respects with all  covenants,  agreements  and  conditions  required by this
Agreement to be performed,  satisfied or complied with by ADSX as of the Release
Date.

         (c) No  Injunction.  No statute,  rule,  regulation,  executive  order,
decree,  ruling or injunction shall have been enacted,  entered,  promulgated or
endorsed by any court or governmental  authority of competent jurisdiction which
prohibits  the  consummation  of any of the  transactions  contemplated  by this
Agreement.

         (d) No Proceedings or Litigation.  No action, suit or proceeding before
any arbitrator or any governmental  authority shall have been commenced,  and no
investigation by any governmental authority shall have been threatened,  against
ADSX or any subsidiary, or any of the officers,  directors or affiliates of ADSX
or any  subsidiary  seeking to  restrain,  prevent  or change  the  transactions
contemplated  by this  Agreement,  or seeking  damages in  connection  with such
transactions.

         (e) Effective Registration Statement. MCY shall have received from ADSX
a copy of confirmation from the Commission that a registration statement on Form
S-3 (or such other applicable form contemplated by the ADSX Registration  Rights
Agreement) including the ADSX Shares has been declared effective.

         (f) ADSX Registration  Rights Agreement.  ADSX shall have delivered the
ADSX Registration Rights Agreement to MCY.

         (g) MCY Agreement. ADSX shall have delivered this Agreement to MCY.

         (h) HSR Clearance. ADSX shall have obtained all consents,  approvals or
waivers  required to be obtained in respect of or filings with any  Governmental
Authority  that are  required  to permit the  consummation  of the  transactions
contemplated  herein,  and all waiting periods  applicable to this Agreement and
the  transactions  contemplated  herein under the HSR Act, if applicable,  shall
have expired or been terminated.

         (i)  Secretary's  Certificate.  ADSX  shall  have  delivered  to  MCY a
secretary's  certificate,  dated as of the Release Date,  as to (i)  resolutions
adopted by its the Board of Directors  approving the ADSX Transaction  Documents
and  the   transactions   contemplated   therewith,   (ii)  the  Certificate  of
Incorporation  of ADSX as in effect on the  Release  Date,  (iii) the  Bylaws of
ADSX, as in effect at the Release Date, and (iv) the authority and incumbency of
the officers of ADSX  executing  the ADSX  Transaction  Documents  and any other
documents required to be executed or delivered in connection therewith.

         (j) ADSX  Shares.  The ADSX  Shares  shall have been  delivered  to the
Escrow Agent.

5.       Indemnification.

         (a) Survival of Representations and Warranties. The representations and
warranties set forth in Section 2 shall survive until the second  anniversary of
the Release Date.

         (b)  Indemnification  by MCY. MCY agrees to indemnify and hold harmless
ADSX and its directors,  officers,  affiliates,  agents,  successors and assigns
from and against any and all

                                      -9-
<PAGE>

losses,  liabilities,  deficiencies,  costs,  damages and  expenses  (including,
without  limitation,  reasonable  attorney's  fees,  charges and  disbursements)
incurred  by  ADSX  as  a  result  of  any   inaccuracy  in  or  breach  of  the
representations, warranties or covenants made by MCY herein.

         (c) Indemnification by ADSX. ADSX agrees to indemnify and hold harmless
MCY and its directors, officers, affiliates, agents, successors and assigns from
and against any and all losses,  liabilities,  deficiencies,  costs, damages and
expenses (including, without limitation, reasonable attorney's fees, charges and
disbursements) incurred by MCY as a result of any inaccuracy in or breach of the
representations, warranties or covenants made by ADSX herein.

         (d)  Indemnification  Procedure.  Any party entitled to indemnification
under this Section 5 (an  "indemnified  party") will give written  notice to the
indemnifying  party of any matters  giving rise to a claim for  indemnification;
provided, that the failure of any party entitled to indemnification hereunder to
give notice as provided herein shall not relieve the  indemnifying  party of its
obligations  under  this  Section 5 except to the extent  that the  indemnifying
party is actually prejudiced by such failure to give notice. In case any action,
proceeding or claim is brought against an indemnified  party in respect of which
indemnification is sought hereunder, the indemnifying party shall be entitled to
participate in and, unless in the reasonable judgment of the indemnified party a
conflict  of  interest  between  it and the  indemnifying  party may exist  with
respect of such action,  proceeding or claim, to assume the defense thereof with
counsel reasonably  satisfactory to the indemnified party. In the event that the
indemnifying  party  advises an  indemnified  party that it will  contest such a
claim for  indemnification  hereunder,  or  fails,  within  thirty  (30) days of
receipt of any indemnification  notice to notify, in writing, such person of its
election to defend,  settle or  compromise,  at its sole cost and  expense,  any
action,  proceeding or claim (or  discontinues  its defense at any time after it
commences such defense),  then the indemnified party may, at its option, defend,
settle or otherwise compromise or pay such action or claim. In any event, unless
and until the indemnifying  party elects in writing to assume and does so assume
the defense of any such claim,  proceeding or action,  the  indemnified  party's
costs and expenses  arising out of the defense,  settlement or compromise of any
such action,  claim or  proceeding  shall be losses  subject to  indemnification
hereunder.  The indemnified  party shall  cooperate fully with the  indemnifying
party in connection  with any negotiation or defense of any such action or claim
by the  indemnifying  party  and shall  furnish  to the  indemnifying  party all
information  reasonably available to the indemnified party which relates to such
action or claim. The indemnifying  party shall keep the indemnified  party fully
apprised  at  all  times  as to the  status  of the  defense  or any  settlement
negotiations  with respect thereto.  If the indemnifying  party elects to defend
any such  action or claim,  then the  indemnified  party  shall be  entitled  to
participate  in such  defense  with  counsel  of its choice at its sole cost and
expense.  The  indemnifying  party shall not be liable for any settlement of any
action,  claim  or  proceeding  effected  without  its  prior  written  consent.
Notwithstanding  anything in this Section 5 to the  contrary,  the  indemnifying
party shall not, without the indemnified  party's prior written consent,  settle
or compromise  any claim or consent to entry of any judgment in respect  thereof
which imposes any future  obligation on the indemnified  party or which does not
include,  as an  unconditional  term thereof,  the giving by the claimant or the
plaintiff to the indemnified party of a release from all liability in respect of
such claim.  The  indemnification  required  by this  Section 5 shall be made by
periodic  payments of the amount thereof during the course of  investigation  or
defense, as and when bills are received or expense, loss, damage or liability is
incurred,  so long as the indemnified  party  irrevocably  agrees to refund such
moneys if it is ultimately determined by a court of competent  jurisdiction that
such  party  was not  entitled  to  indemnification.  The


                                      -10-
<PAGE>

indemnity  agreements  contained herein shall be in addition to (a) any cause of
action or similar rights of the indemnified party against the indemnifying party
or others,  and (b) any  liabilities  the  indemnifying  party may be subject to
pursuant to the law.

6.       Miscellaneous.

         (a) Expenses.  All expenses  incurred in connection with this Agreement
shall be paid by the party incurring such expenses.

         (b) Assignment;  Pledge. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors (by merger,
consolidation or sale of all or  substantially  all of the assets of such party)
and  permitted  assigns.  This  Agreement  may not be assigned,  transferred  or
pledged by either party,  without the prior  written  consent of the other party
hereto.

         (c) Governing Law. This Agreement shall be governed by and construed in
accordance  with the laws of the State of New York applicable to agreements made
and to be performed in that state,  without  regard to any of its  principles of
conflicts  of laws or other laws which would  result in the  application  of the
laws of another jurisdiction.  This Agreement shall be construed and interpreted
without regard to any presumption against the party causing this Agreement to be
drafted.

         (d)  Jurisdiction;  Waiver of Jury Trial.  EACH OF THE  PARTIES  HERETO
UNCONDITIONALLY  AND IRREVOCABLY  CONSENTS TO THE EXCLUSIVE  JURISDICTION OF THE
COURTS OF THE  STATE OF NEW YORK  LOCATED  IN NEW YORK  COUNTY  AND THE  FEDERAL
DISTRICT  COURT FOR THE SOUTHERN  DISTRICT OF NEW YORK WITH RESPECT TO ANY SUIT,
ACTION  OR  PROCEEDING  ARISING  OUT OF OR  RELATING  TO THIS  AGREEMENT  OR THE
TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO
CONTEST  THE  VENUE OF SAID  COURTS OR  DISTRICT  OR TO CLAIM  THAT SAID  COURTS
CONSTITUTE AN INCONVENIENT FORUM. EACH OF THE PARTIES HERETO AGREES THAT SERVICE
OF ANY SUMMONS, COMPLAINT, NOTICE OR OTHER PROCESS RELATING TO SUCH SUIT, ACTION
OR OTHER PROCEEDING MAY BE EFFECTED IN THE MANNER PROVIDED IN SECTION 6(j). EACH
OF THE PARTIES  HERETO  UNCONDITIONALLY  AND  IRREVOCABLY  WAIVES THE RIGHT TO A
TRIAL BY JURY IN ANY ACTION,  SUIT OR  PROCEEDING  ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

         (e) Entire  Agreement.  This Agreement and any exhibits and attachments
hereto, and the other agreements referred to herein, constitute the complete and
exclusive  understanding  and agreement  between the parties with respect to the
subject matter hereof,  superseding and replacing any and all prior  agreements,
communications,  and  understandings  (both  written  and oral)  regarding  such
subject matter including,  without  limitation,  the ADSX Agreement of even date
herewith  between the parties and the agreements  contemplated  thereby,  all of
which  are  merged   herein.   There  are  no   representations,   promises   or
understandings regarding such subject matter, except to the extent expressly set
forth herein.

                                      -11-
<PAGE>

         (f)   Remedies   Cumulative;    Invalidity.   All   remedies,   rights,
undertakings,  obligations  and agreements  contained in this Agreement shall be
cumulative,  and none of them shall be in limitation of any other remedy, right,
undertaking,  obligation or agreement available to either of the parties hereto.
The  invalidity,  illegality  or  unenforceability  of  any  term  or  provision
contained in this Agreement (as determined by a court of competent jurisdiction)
shall not affect the validity,  legality or  enforceability of any other term or
provision  hereof.  It is the  intent  of the  parties  that this  Agreement  be
enforced to the fullest extent permitted by applicable law.

         (g)  Waiver.  No course of dealing or  omission or delay of the part of
any  party  hereto  in  asserting  or  exercising  any  rights  hereunder  shall
constitute  or  operation  as a  waiver  of any such  right.  No  waiver  of any
provision  hereof  shall be  effective,  unless in  writing  and signed by or on
behalf  of the  party to be  charged  therewith.  No  waiver  shall be  deemed a
continuing  waiver or waiver in  respect  of any other or  subsequent  breach or
default, unless expressly so stated in writing.

         (h) Amendment. This Agreement may not be modified,  amended, altered or
supplemented,  except by a written  agreement  executed  by each of the  parties
hereto.

         (i) Relationship of Parties.  Nothing  contained herein shall be deemed
to  constitute  a  partnership  between,  or a joint  venture  by or  employment
relationship  between or among the parties hereto. This Agreement is between two
independent  contracting  parties.  Nothing herein is intended nor shall it make
either party a fiduciary of the other party.

         (j) Notices. All notices, demands, consents, requests, instructions and
other communications to be given or delivered or permitted under or by reason of
the  provisions  of  this  Agreement  or in  connection  with  the  transactions
contemplated  hereby shall be in writing and shall be deemed to be delivered and
received by the intended recipient as follows: (i) if personally  delivered,  on
the  Business  Day (as such term is  hereinafter  defined) of such  delivery (as
evidenced  by the  receipt of the  personal  delivery  service),  (ii) if mailed
certified or registered  mail return receipt  requested,  four (4) Business Days
after being  mailed,  (iii) if delivered by overnight  courier (with all charges
having been prepaid),  on the Business Day of such delivery (as evidenced by the
receipt of the overnight  courier  service of recognized  standing),  or (iv) if
delivered by  facsimile  transmission,  on the Business Day of such  delivery if
sent by 6:00 p.m. in the time zone of the recipient, or if sent after that time,
on the next succeeding Business Day (as evidenced by the printed confirmation of
delivery  generated by the sending party's telecopier  machine).  If any notice,
demand, consent, request, instruction or other communication cannot be delivered
because of a changed  address of which no notice was given (in  accordance  with
this Section 6(j)), or the refusal to accept same, the notice, demand,  consent,
request,  instruction  or other  communication  shall be deemed  received on the
second Business Day the notice is sent (as evidenced by a sworn affidavit of the
sender). For the purposes of this Agreement, the term "Business Day" means a day
other than a Saturday,  Sunday or day on which banking institutions in the State
of New York are authorized or obligated by law or executive order to close.  For
the purposes of this Agreement, if a day referenced herein is not a Business Day
or if a notice is given or delivered on a day which is not a Business  Day, such
day  shall be  deemed  to occur or such  notice  shall be  deemed to be given or
delivered  on the next  Business  Day.  All  such  notices,  demands,  consents,
requests,  instructions and other  communications  will be sent to the following
addresses or facsimile numbers as applicable:

                                      -12-
<PAGE>

                  If to MCY or Music:

                  MCY.com, Inc.
                  1133 Avenue of the Americas, 28th Floor
                  New York, New York 10036
                  Telephone: 212-944-6444
                  Facsimile: 212-944-6943
                  Attention:        President

                  with copies to:

                  MCY Music World, Inc.
                  1133 Avenue of the Americas, 28th Floor
                  New York, New York 10036
                  Telephone: 212-944-6444
                  Facsimile: 212-944-6943
                  Attention: Mitchell Lampert, General Counsel

                  and to:

                  Parker Chapin LLP The Chrysler Building,  405 Lexington Avenue
                  New York, New York 10174  Telephone:  212-704-6050  Facsimile:
                  212-704-6288
                  Attention: Martin Eric Weisberg, Esq.

                  If to ADSX:

                  Applied Digital Solutions, Inc.
                  400 Royal Palm Way, Suite 410
                  Palm Beach, Florida 33480
                  Telephone: 561-366-4800
                  Facsimile: 561-366-0002
                  Attention: David Beckett, General Counsel

                  with a copy to:

                  Bryan Cave LLP
                  245 Park Avenue
                  New York, New York  10167
                  Telephone: 212-692-1813
                  Facsimile: 212-692-1900
                  Attention:        Dennis McCusker, Esq.
                                    Robert A. Ansehl, Esq.

or to such other  address as any party may specify by notice  given to the other
party in accordance with this Section 6(j).

                                      -13-
<PAGE>

         (k) Counterparts.  This Agreement may be executed in counterparts, each
of which,  when taken together,  shall  constitute one and the same  instrument.
Section headings have been inserted herein for convenience of reference only and
shall  not  have  any  impact  on the  construction  or  interpretation  of this
Agreement.

         (l) Publicity; Joint Statements. Each of the parties hereto agrees that
it will not disclose, and will not include in any public announcement, the names
of the other party hereto without the consent of such party,  which consent will
not be  unreasonably  withheld or delayed or unless and until such disclosure is
required by law or  applicable  regulation,  and then only to the extent of such
requirement;  provided,  however,  that if ADSX makes a public announcement with
regarding  the  ADSX  License,  it will  not  disclose  the name of MCY or MCY's
business in such  announcement  and it will  provide MCY with a copy of prior to
the public announcement; provided, further, that ADSX will not disclose the name
of MCY or the MCY  License  in any such  announcement  until  the  Release  Date
without  MCY's  prior  written  consent.  Each of the parties  hereto  agrees to
cooperate  with the other  party to prepare and issue a joint  statement  to the
public  regarding  the  transactions  contemplated  herein  which will be issued
concurrently.  Each of the  parties  hereto  agree  to  cause  their  respective
chairmen and chief executive officers to meet with securities holders of MCY and
ADSX by no later than forty-five (45) days after the Release Date.

         (m) Further Assurances. From and after the date of this Agreement, upon
the request of a party hereto,  the other party shall  executed and deliver such
instrument,  documents  and other  writings as may be  reasonably  necessary  or
desirable  to  confirm  and carry out and to  effectuate  fully the  intent  and
purposes of this Agreement and the other Transaction Documents.

         (n)  Headings.   The  section   headings  in  this  Agreement  are  for
convenience only and shall not constitute a part of this Agreement for any other
purpose and shall not be deemed to limit or affect any of the provisions hereof.

             [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]


                                      -14-
<PAGE>


                  IN  WITNESS  WHEREOF,  each of MCY and ADSX has duly  executed
this Agreement as of the day and year first above written.

MCY.com, Inc.                                   Applied Digital Solutions, Inc.


By: /s/ Bernhard Fritsch                        By: /s/ Garrett A. Sullivan
   ------------------------                        ---------------------------
     Name: Bernhard Fritsch                         Name: Garrett A. Sullivan
     Title: Chairman and Chief Executive Officer    Title:  President



                                      -15-
<PAGE>



                        Exhibit A. MCY License Agreement
                        --------------------------------

                              (copy to be attached)

                  Exhibit B. ADSX Registration Rights Agreement
                  ---------------------------------------------

                              (copy to be attached)

                     Exhibit C. Escrow and Payment Agreement
                     ---------------------------------------

                              (copy to be attached)



                                      -16-