EXECUTION COPY

                          ESCROW AND PAYMENT AGREEMENT
                          ----------------------------

         ESCROW  AND  PAYMENT  AGREEMENT  dated as of  October  19,  2000  (this
"Agreement"),  by and among  MCY.com,  Inc.,  a  Delaware  corporation  ("MCY"),
Applied Digital Solutions,  Inc., a Missouri  corporation  ("ADSX"),  and Parker
Chapin  LLP, a New York  limited  liability  partnership,  as escrow  agent (the
"Escrow Agent").

                                    RECITALS

         WHEREAS,   concurrently   with  the  execution  and  delivery  of  this
Agreement,  MCY and ADSX are entering  into the MCY  Agreement  dated as of even
date  herewith  (the "MCY  Agreement")  pursuant  to which (i) MCY has agreed to
cause the MCY License (as such term is defined in the MCY Agreement) and the MCY
Technology  (as such term is  defined  in the MCY  Agreement)  and (ii) ADSX has
agreed to cause the ADSX  Shares (as such term is defined in the MCY  Agreement)
to be deposited  into escrow with the Escrow Agent  pursuant to this  Agreement;
and

         WHEREAS, each of MCY and ADSX have agreed that the MCY License, the MCY
Technology,  the MCY  Shares and the ADS Shares  shall be held,  and  ultimately
released,  by the Escrow Agent,  in accordance with and subject to the terms and
provisions contained in this Agreement.

         NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  herein
contained, and for other good and valuable consideration,  the receipt and legal
sufficiency  of which is hereby  acknowledged,  the  parties  to this  Agreement
hereby  agree  as  follows:

         1. Definitions.  Capitalized terms used in this Agreement which are not
defined herein shall have the same meanings in this Agreement as are ascribed to
such terms in the MCY Agreement.

         2. Creation of Escrow.

                  (a) At the request of MCY and ADSX, the Escrow Agent agrees to
serve as the Escrow Agent hereunder pursuant to the terms and provisions of this
Agreement.

                  (b) Promptly  after the date hereof and in no event later than
October 25, 2000,  (i) MCY shall cause the MCY License,  the MCY  Technology and
(ii) ADSX  shall  cause the ADSX  Shares  (collectively,  the  "Escrow"),  to be
deposited  with the Escrow Agent  pursuant to the terms and  provisions  of this
Agreement.

         3.  Release of the  Escrow.  The Escrow  Agent shall  release  from the
escrow  account and disburse the Escrow,  as follows:
<PAGE>

         (a) Upon receipt of joint written  instructions  from MCY and ADSX that
the Release Date (as such term is hereinafter defined) has occurred,  the Escrow
Agent  shall  release  the ADSX  Shares to MCY and the MCY  License  and the MCY
Technology to ADSX. For the purposes of this Agreement,  the term "Release Date"
shall mean the date on which: (i) the conditions specified in Section 4.1(h) and
4.2(h)  of the MCY  Agreement  have  been  satisfied;  and (ii) MCY  shall  have
received from ADSX a copy of the  confirmation  from the Securities and Exchange
Commission ("Commission") specified in Section 4.2(e) of the MCY Agreement.

         (b) To a court of competent  jurisdiction  in accordance with Section 9
hereof.

         (c) As  instructed,  upon  receipt of a final  non-appealable  order or
judgment of a court of competent jurisdiction, directing the disbursement of all
or any portion of the Escrow.

         (d) As provided in Section 4 hereof.

         4. Early  Termination  of Escrow.  If the Escrow Agent has not received
the joint  written  instructions  contemplated  by  Section  3(b)  hereof by the
Registration  Right  Termination  date  (as  such  term  is  defined  in the MCY
Agreement),  upon receipt of a written notice from MCY (a copy of which shall be
furnished  to ADSX),  the Escrow  shall  terminate  and the Escrow  Agent  shall
furnish  the MCY License and the MCY  Technology  to MCY (ADSX  having no right,
title or interest  therein).  Upon delivery of such notice by MCY, ADSX shall be
obligated  to return the MCY Shares to MCY and MCY shall  return the ADSX Shares
to ADSX whereupon the MCY Receivable shall be deemed to have been paid in full.

         5. Written Instructions/Dispute; etc.

                  (a) To the  extent  all or any  portion of the Escrow is to be
delivered  to  ADSX  pursuant  to  Section  3(a),  ADSX  shall  deliver  written
instructions  to the Escrow Agent and to MCY  requesting  such  disbursement  in
accordance  with the  written  instructions.  If MCY does not  notify the Escrow
Agent  in  writing  within  five  (5)  days  of  its  receipt  of  such  written
instructions  that it  objects  to such  disbursement  in  accordance  with such
instructions  (a "Dispute"),  the Escrow Agent shall make such  disbursement  in
accordance with such instructions.

                  (b) To the  extent  all or any  portion of the Escrow is to be
delivered  to  MCY  pursuant  to  Section  3(a),   MCY  shall  deliver   written
instructions  to the Escrow Agent and to ADSX  requesting  such  disbursement in
accordance  with the  written  instructions.  If ADSX does not notify the Escrow
Agent in writing within five (5) days of its receipt of such written instruction
that there is a Dispute with respect to requested disbursement, the Escrow Agent
shall make such disbursement in accordance with such instructions.

                  (c) Notwithstanding anything to the contrary contained in this
Agreement,  in the event of a Dispute the portion of the Escrow  subject to such
Dispute  shall not be disbursed and shall remain in the escrow  account  pending
final  adjudication by a court of competent  jurisdiction  (from which no appeal
may be taken) or final settlement by ADSX and MCY with respect to such Dispute.

                                      -2-
<PAGE>

         6. Settlement of Disputes.  All  controversies  and matters in question
between any of the parties hereto arising out of or relating to any provision of
this Agreement (or of the MCY Agreement or the ADSX  Agreement,  as the case may
be,  as it  relates  to this  Agreement)  (including,  without  limitation,  any
Disputes) shall be decided as provided in Section 16 hereof.

         7. Termination of Escrow.  This Agreement shall  terminate,  except for
the provisions  contained in Sections 8, 10, 11, 12, 13 and 14 of this Agreement
which provisions shall survive any termination  hereof, upon the disbursement by
the Escrow Agent of any remaining  portion of the Escrow in accordance with this
Agreement.  Notwithstanding  anything to the contrary herein,  this term of this
Agreement  shall terminate by no later than sixty (60) days from the date hereof
unless extended by written consent of each of ADSX and MCY.

         8.  Further  Assurances.  Each of ADSX and MCY agree to do such further
acts and to  execute  and  deliver  such  statements,  assignments,  agreements,
instruments  and other  documents as the Escrow  Agent,  from time to time,  may
reasonably   request  in  connection  with  the   administration,   maintenance,
enforcement  of this Agreement in order (a) to better enable the Escrow Agent to
exercise  any such  right,  power,  privilege,  remedy  or  interest,  or (b) to
otherwise effectuate the purpose and the terms and provisions of this Agreement,
each in such form and  substance as may be  reasonably  acceptable to the Escrow
Agent.

         9. Conflicting Demands. Notwithstanding anything else set forth in this
Agreement,  if  conflicting  or adverse  claims or  demands  are made or notices
served  upon the  Escrow  Agent  with  respect to the Escrow or any action to be
taken by the Escrow Agent hereunder, each of ADSX and MCY agrees that the Escrow
Agent shall be  entitled  to refuse to comply with any request  relating to such
claim or demand and  withhold  and stop all or any  further  performance  of the
Escrow Agent's duties  hereunder.  In so doing, the Escrow Agent shall not be or
become liable for damages, losses, costs, expenses or interest to ADSX or MCY or
any other person for Escrow Agent's  failure to comply with such  conflicting or
adverse  demands.  The Escrow  Agent shall be entitled to continue to so refrain
and refuse to so act until such  conflicting  claims or demands  shall have been
finally determined by a court of competent  jurisdiction (by a final judgment or
determination  from which no appeal may be taken) or shall have been  settled by
agreement  of ADSX and MCY,  in which case the Escrow  Agent  shall be  notified
thereof by a written  notice  signed by ADSX and MCY.  The Escrow Agent may also
elect to  commence an  interpleader  or other  action in any court of  competent
jurisdiction for declaratory judgment or other similar relief for the purpose of
having the respective rights of the claimants adjudicated,  and may deposit with
such court the Escrow  held  hereunder;  and if the  Escrow  Agent so  commences
interpleader  action and deposits the Escrow, the Escrow Agent shall be relieved
and discharged from any further duties and obligations under this Agreement.

         10.  Expenses  of the Escrow  Agent.  ADSX and MCY shall each pay fifty
percent  (50%) of all  out-of-pocket  costs and expenses  incurred by the Escrow
Agent in connection with the performance of its services  hereunder,  including,
without   limitation,   all  waivers,   releases,   discharges,   satisfactions,
modifications  and amendments of this Agreement and the enforcement,  protection
and  adjudication  of the Escrow  Agent's  rights  hereunder by the Escrow Agent
(including,  without limitation,  the out-of-pocket  disbursements of the Escrow
Agent  itself (if the Escrow  Agent acts as its own  counsel)  and  expenses and
costs of attorneys it retains as legal counsel.

                                      -3-
<PAGE>

         11.  Reliance  on  Documents  and  Experts.  The Escrow  Agent shall be
entitled to rely upon any notice, consent,  certificate,  affidavit,  statement,
paper,  document,  writing  or  communication  reasonably  believed  by it to be
genuine and to have been signed,  sent or made by the proper  person or persons,
and upon opinions and advice of legal counsel  (including,  without  limitation,
itself or counsel for any party  hereto),  independent  public  accountants  and
other experts selected by the Escrow Agent.

         12. Status of the Escrow Agent; Waiver of Conflict. The Escrow Agent is
acting under this Agreement as a stakeholder  only. No term or provision of this
Agreement is intended to create,  nor shall any such term or provision be deemed
to have created, any joint venture,  partnership or attorney-client relationship
between or among the  Escrow  Agent and ADSX and MCY,  as the case may be.  This
Agreement  shall not be deemed to  prohibit  or in any way  restrict  the Escrow
Agent's  representation,  as legal  counsel,  of MCY who may be  advised  by the
Escrow  Agent  on any and all  matters  pertaining  to this  Agreement,  the MCY
Agreement,  the ADS Agreement or the transactions  contemplated  thereby. To the
extent MCY has been  represented  by the  Escrow  Agent,  MCY hereby  waives any
conflict of interest and irrevocably  authorizes and directs the Escrow Agent to
carry out the terms and provisions of this  Agreement  fairly as to all parties,
without regard to any such  representation  and  irrespective of the impact upon
MCY.  The  Escrow  Agent's  only  duties are those  expressly  set forth in this
Agreement, and each of ADSX and MCY authorizes the Escrow Agent to perform those
duties in  accordance  with its usual  practices in holding  funds of its own or
those of other escrows.  The Escrow Agent may exercise or otherwise  enforce any
of its rights, powers,  privileges,  remedies and interests under this Agreement
and  applicable  law or perform  any of its duties  under this  Agreement  by or
through its partners, employees, attorneys, agents or designees.

         13.  Exculpation.  The  Escrow  Agent  and  its  designees,  and  their
respective  directors,   officers,  members,  managers,   partners,   employees,
attorneys and agents and the  successors  and assigns of each of them (each,  an
"Exculpated  Person"),   shall  not  incur  any  liability  whatsoever  for  the
investment  or  disposition  of the Escrow or the taking of any other  action in
accordance with the terms and provisions of this  Agreement,  for any mistake or
error in judgment,  for compliance  with any applicable  law,  regulation or any
attachment,   order  or  other   directive  of  any  court  or  other  authority
(irrespective of any conflicting  term or provision of this  Agreement),  or for
any act or  omission  of any other  person  selected  with  reasonable  care and
engaged by the Escrow Agent in connection  with this  Agreement  (except such as
are  occasioned by the Exculpated  Person's own acts and omissions  amounting to
willful misconduct as finally  determined  pursuant to applicable law by a final
judgment of a court of competent jurisdiction from which no appeal may be taken)
and  each of the ADSX and MCY  hereby  waives  any and all  claims  and  actions
whatsoever  against the Exculpated Persons arising out of or related directly or
indirectly to any and all of the foregoing  acts,  omissions and  circumstances.
Furthermore,  the Exculpated  Persons shall not incur any liability  (other than
for such  Exculpated  Person's own acts and omissions  under this  Agreement and
amounting to willful misconduct as finally determined pursuant to applicable law
by a final  judgment of a court of competent  jurisdiction  from which no appeal
may be taken) for other acts and omissions arising out of or related directly or
indirectly  to this  Agreement  or the  performance  by the Escrow  Agent of its
services hereunder.

         14. Indemnification. ADSX and MCY shall jointly and severally indemnify
the Escrow Agent and its designees,  and their respective  directors,  officers,
members, managers,

                                      -4-
<PAGE>

partners, employees, attorneys and agents and the successors and assigns of each
of them (each, an "Indemnified  Person") and shall hold each Indemnified  Person
harmless from and against any and all claims,  liabilities,  damages, penalties,
losses,  costs and expenses  (including,  without  limitation,  reasonable fees,
disbursements  and expenses of attorneys and the reasonable fees,  disbursements
and  expenses  of other  experts)  that may be  imposed  upon,  incurred  by, or
asserted against any Indemnified Person,  arising out of or related to, directly
or  indirectly,  this  Agreement or the  performance  by the Escrow Agent of its
services  hereunder,  except such as are occasioned by the Indemnified  Person's
own acts and omissions  amounting to willful  misconduct  as finally  determined
pursuant  to  applicable  law  by a  final  judgment  of a  court  of  competent
jurisdiction from which no appeal may be taken.

         15. Resignation of Escrow Agent; Appointment of Successor Escrow Agent.
The Escrow Agent may, at any time, at its option,  elect to resign its duties as
Escrow Agent under this Agreement by providing written notice thereof to each of
ADSX and MCY. In such event,  the Escrow  Agent shall  transfer  the Escrow to a
successor  independent  escrow  agent to be appointed by (a) ADSX and MCY within
thirty (30) days following the receipt of notice of resignation  from the Escrow
Agent or (b) the  Escrow  Agent,  if ADSX and MCY  shall  have not  agreed  on a
successor  escrow  agent  within  the  aforesaid  thirty  (30)  day  period,  as
designated by the Escrow Agent in each case upon such  appointment  and delivery
of the Escrow to the successor  Escrow Agent, the Escrow Agent shall be released
of and from all liability under this Agreement;  provided, however, that each of
the  respective  obligations  of ADSX and MCY to pay expenses and to  indemnify,
reimburse, hold harmless and/or defend the Escrow Agent under Sections 10 and 14
hereof shall  continue in full force and effect with respect to any Escrow Agent
resigning  pursuant to this Section 15.

         16. Payment of MCY  Receivable.  Each of MCY and ADSX have entered into
and delivered the ADSX  Agreement (the "ADSX  Agreement")  pursuant to which MCY
has agreed to pay: (i) $9,000,000  (the "MCY  Receivable")  as invoiced by ADSX;
and (ii) to pay  [615,976]  shares  of  MCY.com,  Inc.  common  stock  (the "MCY
Shares") to ADSX in  consideration  of the ADSX  License.

                  (a) Payment from Sale Proceeds. At any time after MCY receives
net proceeds from the sale of the ADSX Shares  following the date that MCY shall
have  previously  received  $2,000,000 of net proceeds from the sale of the ADSX
Shares (each a "Payment Event"), MCY shall pay the amount of the net proceeds so
received to ADSX the  payment of which  shall be applied  against the payment of
the MCY  Receivable.  The amount due to ADSX in  respect of each  Payment  Event
shall be aggregated and paid to ADSX on a monthly basis at the end of each month
in which the Payment Event occurs, if any.

                  (b) If by  June  30,  2001,  MCY  has not  realized  at  least
$11,000,000  in net proceeds  from the sale of the ADSX Shares,  then ADSX shall
have the right,  at its  option,  to assist MCY in causing  the sale of the ADSX
Shares;  provided,  that ADSX shall have received the written  confirmation from
the Commission  contemplated in Section 3(a) of this Agreement.  If by September
30, 2001,  MCY has not paid the MCY Receivable in full, MCY shall either (i) pay
the outstanding balance of the MCY Receivable in cash or (ii) tender to ADSX the
remaining  ADSX Shares not previously  sold;  whereupon in each instance the MCY
Receivable  shall be  deemed  to be paid in full.  In  addition,  if MCY has not
received the net proceeds in the

                                      -5-
<PAGE>

aggregate amount of $11,000,000  from the sale of the ADSX Shares,  then each of
the MCY License and the ADSX License shall  terminate and be of no further force
and effect.

                  (c) In the event of any conflict between the terms of the ADSX
Agreement or any other documents contemplated thereby with respect to payment of
the MCY Receivable, the terms of this Section 16 shall control.

         17.   Notices.   All   notices,   demands,   certificates   and   other
communications  to be given or delivered or permitted  under or by reason of the
provisions  of this  Agreement  shall be in  writing  and  shall be deemed to be
delivered and received by the intended  recipient as follows:  (a) if personally
delivered,  on the Business Day of such delivery (as evidenced by the receipt of
the personal  delivery  service),  (b) if mailed  certified or  registered  mail
return  receipt  requested  (with all postage  prepaid),  four (4) Business Days
after the date set forth on the return  receipt,  (c) if  delivered by overnight
courier service of recognized standing, on the Business Day of such delivery (as
evidenced by the receipt of the overnight courier service),  or (d) 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,
certificate  or other  communication  cannot be  delivered  because of a changed
address of which no notice was given (in  accordance  with this  Section 17), or
the  refusal  to  accept  same,  the  notice,   demand,   certificate  or  other
communication  shall be deemed  received on the  Business Day the notice is sent
(as  evidenced  by the  affidavit  of the sender).  All such  notices,  demands,
certificates and other communications will be sent to the following addresses or
facsimile numbers as applicable:

                  (i)      If to ADSX:

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

                           with copies to:

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

                  (ii)     If to MCY:

                           c/o MCY Music World, Inc.
                           1133 Avenue of the Americas, 28th Floor

                                      -6-
<PAGE>


                           New York, New York 10036
                           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, NY  10174

                           Attention:  Martin Eric Weisberg, Esq.
                           Fax:  (212) 704-6288

                  (iii)    If to the Escrow Agent:

                           Parker Chapin LLP
                           The Chrysler Building
                           405 Lexington Avenue
                           New York, NY  10174
                           Attention:  Martin Eric Weisberg, Esq.
                           Fax:  (212) 704-6288

or to such other address or facsimile  number as any party may specify by notice
given to the other party in accordance with this Section 17. For the purposes of
this Agreement, "Business Day" shall mean 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.

         18. Governing Law; No Jury Trial; Jurisdiction. 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. EACH OF THE PARTIES HEREBY UNCONDITIONALLY
AND  IRREVOCABLY  WAIVES  THE  RIGHT TO A TRIAL BY JURY IN ANY  ACTION,  SUIT OR

                                      -7-
<PAGE>

PROCEEDING  ARISING  OUT OF OR RELATING TO THIS  AGREEMENT  OR THE  TRANSACTIONS
CONTEMPLATED  HEREBY.  EACH  OF  THE  PARTIES  UNCONDITIONALLY  AND  IRREVOCABLY
CONSENTS TO THE  EXCLUSIVE  JURISDICTION  OF THE COURTS OF THE STATE OF DELAWARE
AND THE FEDERAL  DISTRICT COURT FOR THE DISTRICT OF DELAWARE WITH RESPECT TO ANY
SUIT,  ACTION OR PROCEEDING  ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY, AND EACH OF THE PARTIES HEREBY UNCONDITIONALLY
AND IRREVOCABLY WAIVES ANY OBJECTION TO VENUE IN ANY SUCH COURT, AND 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 17 HEREOF.

         19.  Binding  Effect;  Amendment.  This  Agreement  and the  rights and
obligations  of the parties  hereto shall be binding upon and shall inure to the
benefit  of each of the  parties  hereto  and their  respective  successors  and
permitted  assigns.  This  Agreement may not be terminated,  modified,  amended,
altered,  supplemented or waived, except by a written agreement executed by each
of the parties hereto.

         20. Severability.  Should any clause, section or part of this Agreement
be held or declared to be void or illegal  for any  reason,  all other  clauses,
sections or parts of this Agreement  shall  nevertheless  continue in full force
and effect.

         21.  Assignability,  etc.  Except  for  the  provisions  relating  to a
successor  Escrow Agent,  neither the rights nor the obligations of any party to
this Agreement may be transferred or assigned.  Any purported assignment of this
Agreement  or any of the rights  and  obligations  hereunder  shall be ab initio
null,  void and of no force or effect.  Except as  provided  in this  Section 21
hereof,  this  Agreement  shall not  create  any right or cause of action in any
person other than the parties hereto.

         22.   Waivers;   Consents.   Any  waiver  or  consent   respecting  any
representation,  warranty, covenant or other term or provision of this Agreement
shall be effective  only in the specific  instance and for the specific  purpose
for which given and shall not be deemed,  regardless of frequency given, to be a
further or continuing waiver or consent.  The failure or delay of a party at any
time or times to require  performance of, or to exercise its rights with respect
to, any  representation,  warranty,  covenant or other term or provision of this
Agreement in no manner  (except as otherwise  expressly  provided  herein) shall
affect  its right at a later  time to  enforce  any such term or  provision.  No
notice to or demand on any party hereto in any case shall  entitle such party to
any  other  or  further  notice  or  demand  in  the  same,   similar  or  other
circumstances.

         23. Entire Agreement;  Conflict. This Agreement,  the MCY Agreement and
the ADSX Agreement  (together with the exhibits and schedules  attached  thereto
and the MCY Transaction  Documents and the ADSX Transaction  Documents delivered
pursuant thereto) contain the entire  understanding and agreement of the parties
with respect to

                                      -8-
<PAGE>

the  subject  matter  hereof and  thereof and they  supersede  all prior  and/or
contemporaneous  understandings  and agreements of any kind and nature  (whether
written  or oral)  between  the  parties  with  respect to such  subject  matter
including,  without  limitation,  the this  Agreement,  all of which are  merged
herein.  Should there be any conflict  between the terms and  provisions of this
Agreement and those of the MCY Agreement and the ADSX  Agreement,  the terms and
provisions of this Agreement shall govern and control.

         24. Headings.  The section headings contained in this Agreement are for
reference   purposes  only  and  shall  not  affect  in  any  way  the  meaning,
construction or interpretation of this Agreement.

         25.  Counterparts.  This  Agreement  may be executed in two (2) or more
counterparts  (including,  by facsimile  signature,  which shall  constitute  an
original  signature for purposes  hereof),  each of which when executed shall be
deemed to be an original, but all of which, when together,  shall constitute one
and the same document.


                           [INTENTIONALLY LEFT BLANK]


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<PAGE>



             IN WITNESS WHEREOF, the parties hereto have executed this Agreement
on the date first written above.

                                  APPLIED DIGITAL SOLUTIONS, INC.

                                  By:/s/ David I. Beckett
                                     -------------------------------------------
                                     Name:   David I. Beckett
                                     Title:  General Counsel

                                  MCY.COM, INC.

                                  By:/s/ Bernhard Fritsch
                                     -------------------------------------------
                                     Name: Bernhard Fritsch
                                     Title: Chairman and Chief Executive Officer

                                  PARKER CHAPIN LLP, AS ESCROW AGENT

                                  By:/s/ Martin Eric Weisberg
                                     -------------------------------------------
                                     Name:   Martin Eric Weisberg
                                     Title: Partner

                                      -10-