Exhibit 10.12



                      EMPLOYMENT AND NON-COMPETE AGREEMENT


         This Employment and Non-Compete Agreement  ("Employment  Agreement") is
made this 10th day of February,  2000 by and between Applied Digital  Solutions,
Inc., a Missouri  corporation,  with its principal  office  located at 400 Royal
Palm Way,  Suite 410,  Palm  Beach,  Florida  33480 (the  "Employer")  and David
Beckett (the "Employee").

         WHEREAS, Employer desires to retain the services of the Employee; and

         WHEREAS, Employee is willing to be employed by Employer.

         NOW,  THEREFORE,  in  consideration  of the  premises,  and the  mutual
covenants  and  agreements  contained  herein  and for other  good and  valuable
consideration,  the  receipt,  adequacy  and  sufficiency  of which  are  hereby
acknowledged, the parties hereby agree as follows:

1.   Term  of  Employment.  Subject  to the  provisions  of  Section  4 of  this
Employment Agreement,  Employer hereby agrees to employ Employee for a period of
three (3) years commencing January 10, 2000 (the "Employment Term").

2.   Office and Duties.

     (a) Office.  During the  Employment  Term,  Employee shall serve as General
Counsel of the  Employer.  In such  position,  Employee  shall report to Garrett
Sullivan, the current President of Employer. As General Counsel,  Employee shall
perform such  services as directed by Mr.  Sullivan.  However,  no such services
shall be of a nature,  which are not commensurate  with,  and/or are beneath the
dignity of, Employee's title. During the Employment Term,  Employee's employment
by Employer shall be Employee's  exclusive  full-time  employment.  Such .duties
shall be provided at the  Employer's  corporate  offices  located in Palm Beach,
Florida,  or any other  location  or  locations  as  reasonably  required by the
Employer from time to time.

     (b) Duties.  During the  Employment  Term,  Employee  shall devote his best
efforts  to  performance  of his  duties  hereunder  and shall not  directly  or
indirectly   engage  in  any  other  business,   profession  or  occupation  for
compensation  or otherwise  which would  conflict with the  performance  of such
duties  without  the  prior  written  consent  of the  Board of  Directors  (the
"Board"),  which  consent  shall  not  unreasonably  be  withheld,   delayed  or
conditioned.

3.   Compensation and Benefits.

     (a)  Base  Compensation.  As  compensation  for the  services  provided  by
Employee under this Employment Agreement, Employer will pay Employee One Hundred
Sixty Thousand Dollars  ($160,000.00) on an annualized basis, in accordance with
Employer's usual payroll procedures. Nothing contained herein shall prohibit the
Board in its sole discretion,  from increasing the  compensation  payable to the
Employee pursuant to this Employment Agreement,  and/or including cost of living

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                                                      Employment and Non-Compete
                                                                       Agreement
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increases, and/or making available to the Employee other benefits in addition to
those to which the Employee is entitled hereunder.

     (b) Benefits. The Employee shall also be entitled to participate in any and
all employee  benefit plans,  medical  insurance  plans,  life insurance  plans,
disability  income plans and other benefit plans,  from time to time, that maybe
in effect for employees of Employer.  Such participation shall be subject to the
terms and  conditions of the applicable  plan  documents,  generally  applicable
Employer policies and the discretion of the Board or any administrative or other
committee provided for in, or contemplated by, such plan.

     (c) Vacation;  Holidays.  The Employee shall be entitled on an annual basis
to ten (10) days of paid  vacation  in each year of this  Employment  Agreement.
Vacation  shall be taken at a time that is mutually  convenient  to Employer and
Employee and may not be accumulated or carried over without the express  written
consent of  Employer.  The Employee  shall be entitled to the  standard  company
holidays.

     (d) Business  Expenses.  In accordance with Employer's policy, the Employee
will be reimbursed for all  "out-of-pocket"  and other direct business  expenses
(exclusive of commuting costs),  upon  presentation of appropriate  receipts and
documentation.

     (e) Bonus.  The Employee  shall also be eligible to receive an annual bonus
of up to forty percent (40%) of Employee's Base Compensation. The amount of such
Bonus shall be determined each year by the  compensation  committee of the Board
and shall be based upon the Board's evaluation of Employee's performance and the
Employer's  financial  performance.  In  the  event  that  Employee  voluntarily
terminates his employment  prior to the time of payment of such Bonus the amount
of the  Bonus  shall  be  pro  rated  accordingly  and  paid  when  Bonuses  are
distributed to all other employees.

     (f) Stock  Options.  Upon the  execution  and  delivery of this  Employment
Agreement  and  Employee  commences  employment  pursuant  to the  terms of this
Employment Agreement, Employer shall grant Employee the option to purchase fifty
thousand  (50,000) shares of the common stock of Employer at eighty five percent
(85%)  of the  closing  price  of such  stock as  published  in the Wall  Street
Journal, Eastern Edition on December 31, 1999.

               Such Options shall be governed by the Employee  Stock Option Plan
documents  and shall vest over a three (3) year period.  The first one third the
first  year,  the second  third on the  anniversary  of the second  year of this
Employment  Agreement and finally Employee shall become completely vested on the
third anniversary of the Employment Agreement.

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                                                      Employment and Non-Compete
                                                                       Agreement
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     (g) Relocation Expenses.  Employer has agreed to reimburse Employee for the
following additional reasonable costs on a "grossed up" basis:

               (i)   Employee's direct relocation expenses;

               (ii)  the closing costs and loan  points  incurred by Employee in
     purchasing a new residence in the Palm Beach area; and

               (iii) the broker's  commission,  and any "loss" incurred,  on the
     sale of Employee's  residence in Miami Beach, Florida ("loss" is defined as
     Employee's  cost basis in his residence less the sales  price)(collectively
     the "Relocation Expenses").

     For purposes of the  foregoing  provisions,  reimbursement  on a grossed up
basis means reimbursement that covers the federal or state income taxes, if any,
which  would  not have  been  incurred  by  Employee  if the  expenditure  to be
reimbursed  had not  been  made and no  reimbursement  had  been  received.  For
example,  if the  amount to be  reimbursed  is  $10,000,  and no  portion of the
expenditure  to be  reimbursed  is  deductible  by Employee for federal or state
income tax purposes and all of the  reimbursement  is  includible  in Employee's
gross income for federal and state income tax purposes,  and Employee's combined
federal  and state  marginal  income tax rate is 40%,  the  grossed up amount is
$16,667  ($16,667 - .4 (16,667) =  $10,000).  For  further  example,  if, in the
preceding  example,  all of the expenditure to be reimbursed is fully deductible
by Employee, the grossed up amount is $10,000.

     If any of Employee's Relocation Expenses are reimbursed or paid by Employer
for the benefit of the Employee, and if Employee terminates employment,  for any
reason, within one (1) year from the date of such relocation,  Employee shall be
liable to Employer for the repayment of one hundred  percent (100%) of the total
amount of the Relocation Expenses paid on behalf of or reimbursed to Employee.

4.   Termination.

     (a) For Cause by  Employer.  Notwithstanding  any other  provision  of this
Employment  Agreement,  Employee's  employment  hereunder  may be  terminated by
Employer  at any time for Cause.  For  purposes  of this  Employment  Agreement,
"Cause"  shall be defined as (i)  Employee's  willful and  continued  failure to
perform  his  duties  hereunder  (other  than as a result  of  total or  partial
incapacity  due to  physical  or mental  illness)  for a period of ten (10) days
after a written cure notice  delivered to Employee on behalf of Employer,  which
specifically  identifies the manner in which it is alleged that Employee has not
substantially   performed  his  duties,   (ii)  Employee's   dishonesty  in  the
performance  of his duties  hereunder,  (iii) an act or acts on Employee's  part
involving  moral turpitude or constituting a felony under the laws of the United

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                                                      Employment and Non-Compete
                                                                       Agreement
                                                                          Page 4


States or any state  thereof,  (iv) any other act or omission  which  materially
injures the financial condition or business reputation of Employer or any of its
subsidiaries or affiliates, or (v) Employee's material breach of his obligations
under  Section 5 and 7 hereof.  In the event  that  Employee  fails to cure such
breach within the time period provided hereinabove,  Employer may terminate this
Employment  Agreement  without further notice and its only liability shall be to
pay Employee's Base Compensation through such date of termination.

     (b) Permanent  Disability.  For the purposes of this Employment  Agreement,
the term "Permanent  Disability" shall mean the Employee's  inability to perform
his duties as  prescribed  in this  Employment  Agreement,  which,  following  a
written  request by either  Employer or the  Employee,  shall be  determined  by
agreement between the parties and, if they cannot agree, by a panel of three (3)
physicians,  one of whom will be selected by  Employer,  one by the Employee and
the third by the first two so  selected.  Said panel  shall also fix the date of
the occurrence of the Permanent Disability.  Said panel's determination shall be
conclusive.  Notwithstanding  anything to the  contrary  set forth  herein,  the
Employee  shall be presumed to be  permanently  disabled thus  terminating  this
Employment  Agreement,  as of the date he is receiving  payments  for  Permanent
Disability  under any disability  insurance  policies that may be in effect,  or
under the Social Security Act.

     (c) Temporary Disability. If, due to physical or mental illness, disability
or injury, the Employee is unable to perform substantially all of his duties and
responsibilities  hereunder, the Employer may designate another person to act in
his  place  during  the  period  of such  disability.  Notwithstanding  any such
designation, the Employee shall continue to receive his full salary and benefits
under  Section 3 of this  Employment  Agreement  until he becomes  eligible  for
disability  income under  Employer  disability  income plan. In the absence of a
disability  income plan at the time of such  disability,  Employer shall pay the
Employee  benefits equal to those the Employee would have received if Employer's
current  disability  income plan were in effect at such time;  provided however,
that  Employer's  obligations  hereunder  shall  cease three (3) months from the
onset of such disability.

     (d) Death.  Employee's  employment hereunder shall terminate immediately in
the event of the Employee's death. If Employee's employment is terminated by the
death of  Employee,  Employer  shall  pay to  Employee's  estate,  or his  legal
representative,  Base  Compensation  due through the date of  Employee's  death.
Employee's rights to any other payments and/or  consideration shall terminate as
of such date, except as to those other benefits that Employee may be eligible in
accordance with the plans, policies and practices of Employer.

     (e) Without Cause by Employer.  The Employee's  employment hereunder may be
terminated  by Employer at any time,  without Cause as defined  hereinabove.  If
Employee's  employment is  terminated  by Employer  without Cause (other than by
reason of disability or death), Employer shall continue to pay Employee the Base

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                                                      Employment and Non-Compete
                                                                       Agreement
                                                                          Page 5


Compensation  to which he is entitled  pursuant to Section 3 of this  Employment
Agreement for the balance of the Employment Term as if such  termination had not
occurred.   The  payment  to  Employee  of  any  other  benefits  following  the
termination  of  Employee's  employment  pursuant  to this  Section  4(e)  shall
continue for the balance of the Employment  Term as if such  termination had not
occurred.  In  addition,  all stock  options  granted to Employee  which are not
vested shall  automatically  vest and all stock options shall remain exercisable
for the duration of the term of their original grants.

     (f)  Termination  by  Employee.  Employee's  employment  hereunder  may  be
terminated  by Employee,  at any time,  upon not less than sixty (60) days prior
written notice from Employee to Employer.  If Employee terminates his employment
with Employer pursuant to this Section 4(f),  Employer shall only pay Employee's
Base  Compensation  through the date of  termination.  Employee's  rights to any
other payments and/or consideration shall terminate as of such date.

     (g) Termination by Employee for Good Reason.  Employee's  employment may be
terminated by Employee, at any time, for Good Reason. If Employee terminates his
employment with Employer for Good Reason Employer shall continue to pay Employee
the Base  Compensation  to which he is  entitled  pursuant  to Section 3 of this
Employment  Agreement  for  the  balance  of  the  Employment  Term  as if  such
termination  had not  occurred.  The payment to  Employee of any other  benefits
following the termination of Employee's employment pursuant to this Section 4(g)
shall continue for the balance of the Employment Term as if such termination had
not occurred.  In addition,  all stock options granted to Employee which are not
vested shall  automatically  vest and all stock options shall remain exercisable
for the duration of the term of their original grants.  "Good Reason" shall mean
(i) the  Employer's  material  breach or  violation  of any of the terms of this
Agreement or the failure to meet any of the conditions of this Agreement and the
failure to cure such breach or comply with such conditions  within 10 days after
written  notice from  Employee  of such  breach or  failure,  or (ii) a material
adverse change of duties and  responsibilities of Employee's position as General
Counsel  and the  failure to remedy such  improper  change  within 10 days after
written notice from Employee.

     (h) Notice of  Termination.  Any  purported  termination  of  employment by
Employer or by Employee shall be communicated by written "Notice of Termination"
to the other party hereto in accordance with Section 12 hereof.  For purposes of
this  Employment  Agreement,  a Notice of Termination  shall mean a notice which
shall indicate the specific  termination  provision in this Employment Agreement
relied upon and shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of employment  under the provision so
indicated.

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                                                      Employment and Non-Compete
                                                                       Agreement
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5.   Non-Competition.

     (a) Employee  acknowledges and recognizes the highly  competitive nature of
the businesses of Employer and its affiliates and accordingly agrees that during
the Employment Term and continuing until the later of (i) the date that Employee
ceases to receive  payments  pursuant to Section 4 of this Employment  Agreement
and (ii)  for one (1)  year  from  the  date of the  termination  of  Employee's
employment:

         (i) Employee will not engage in any activity which is competitive  with
any  business  now,  or at any time during the  Employment  Term,  conducted  by
Employer, its subsidiaries or affiliates,  including without limitation becoming
an  employee,  investor  (except for passive  investments  of not more than five
percent (5%) of the  outstanding  shares of, or any other  equity  holdings of a
competitor of Employer's that is traded on the New York Stock  Exchange,  Nasdaq
or any other  over-the-counter  securities market),  officer,  agent, partner or
director of, or other  participant  in, any firm,  person or other entity in any
geographic area that either directly or indirectly  competes with Employer,  its
subsidiaries  or affiliates.  Notwithstanding  any provision of this  Employment
Agreement to the  contrary,  upon the  occurrence  of any breach of this Section
5(a)(i),  and  provided  that  Employee is employed by  Employer,  Employer  may
immediately  terminate the  employment of Employee for Cause pursuant to Section
4, and  Employer's  obligations  to make any further  payments to Employee under
this Employment Agreement shall terminate.

         (ii) Employee will not directly or indirectly assist others in engaging
in any of the activities in which Employee is prohibited to engage by clause (i)
above.

         (iii)  Employee will not directly or indirectly (A) induce any employee
of Employer,  its  subsidiaries  or  affiliates  to engage in any activity  that
Employee is prohibited  from  engaging by clause (i) above,  or (B) to terminate
his employment with Employer,  its subsidiaries or affiliates,  or (C) employ or
offer employment to any person who was employed by Employer, its subsidiaries or
affiliates unless such person shall have ceased to be employed by Employer,  its
subsidiaries or affiliates for a period of at least one (1) year.

     (b) Notwithstanding  the other provisions of this Section 5, Employee shall
be  permitted  to  engage  in the  private  practice  of law and  may  represent
companies whose  businesses may be deemed to be competitive with the business of
Employer.

     (c) It is expressly  understood  and agreed that (i) although  Employee and
Employer consider the restrictions contained in this Section 5 to be reasonable,
if a final judicial  determination is made by a court of competent  jurisdiction
that the time or geographic  restrictions or any other restriction  contained in
this Employment Agreement is unenforceable,  this Employment Agreement shall not

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                                                      Employment and Non-Compete
                                                                       Agreement
                                                                          Page 7


be rendered  void but rather shall be deemed to be  enforceable  to such maximum
extent as such court may judicially determine or indicate to be enforceable, and
(ii) if any restriction  contained in this Employment Agreement is determined to
be  unenforceable  and  such  restriction  cannot  be  amended  so as to make it
enforceable,  such  finding  shall not affect the  enforceability  of any of the
other restrictions or provisions contained herein.

6.   Resignation  as Officer  and/or  Director.  In the  event  that  Employee's
employment  is  terminated  for any reason  whatsoever  or Employee  voluntarily
terminates his  employment,  the Employee  agrees to, as the case may be, and if
applicable resign immediately as an Officer and/or Director of Employer.

7.   Confidentiality. Employee will not at any time (whether during or after his
employment with Employer) disclose or use for his own benefit or purposes or the
benefit or purposes  of any other  person,  firm,  partnership,  joint  venture,
association,  corporation or other organization, entity or enterprise other than
Employer  and  any  of  its   subsidiaries  or  affiliates,   any   Confidential
Information.  As used herein, the term "Confidential Information" shall mean any
trade secrets,  information,  data, or other confidential information (excluding
information  which is not unique to Employer or which is generally  known to the
industry) or development programs, costs, marketing,  trading, investment, sales
activities,  promotion,  credit processes,  formulas, data, software,  drawings,
specifications,  source and object  code,  financial  and  pricing  information,
marketing  information  and business and  development  plans or the business and
affairs of Employer  generally,  or of any  subsidiary or affiliate of Employer.
Employee  agrees that upon  termination of his employment  with Employer for any
reason,  he will return to Employer  immediately all copies of any  Confidential
Information,  together with any memoranda,  books, papers,  plans,  information,
letters and other data, and all copies thereof or therefrom, in any way relating
to the  confidential  information,  except  that he may retain  personal  notes,
notebooks and diaries.

8.   Other Agreements.  Employee  represents and warrants that the execution and
delivery of this  Employment  Agreement and the  performance of all the terms of
this Employment  Agreement does not and will not breach any agreement to keep in
confidence proprietary  information acquired by Employee in confidence or trust.
Employee  has not entered  into and shall not enter into any  agreement,  either
written or oral, in conflict herewith.

9.   Use of Confidential Information of Other Persons.  Employee represents that
he has not  brought  and will not bring with him to the  Employer  or use at the
Employer any materials or documents of an employer or a former employer that are
not generally available to the public, unless express written authorization from
such  employer for their  possession  and use has been  obtained.  Employee also
understands that he may not breach any obligation of confidentiality that he has

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                                                      Employment and Non-Compete
                                                                       Agreement
                                                                          Page 8


to any  employer or former  employer  and agree to fulfill all such  obligations
during the period of his affiliation with the Employer. Employee shall indemnify
and hold Employer harmless for a breach of the representations  made in Sections
8 and 9.

10.  Specific  Performance.  Employee  acknowledges  and agrees that  Employer's
remedies at law for a breach or  threatened  breach of any of the  provisions of
Section 5 or Section 7 would be  inadequate  and, in  recognition  of this fact,
Employee  agrees that,  in the event of such a breach or threatened  breach,  in
addition to any remedies at law,  Employer,  without posting any bond,  shall be
entitled  to  obtain  equitable  relief  in the  form of  specific  performance,
temporary  restraining orders,  temporary or permanent  injunctions or any other
equitable remedy which may then be available.

11.  Representations and Warranties. The Employee hereby represents and warrants
that he is free to enter this  Employment  Agreement  and to render his services
pursuant  hereto and that neither the execution and delivery of this  Employment
Agreement, nor the performance of his duties hereunder,  violates the provisions
of any other  agreement  to which he is a party or by which he is  bound.  It is
further provided that Employee shall indemnify  Employer for any and all damages
and/or  expenses  (including  attorney's  fees) that may result from a breach of
such representations.

12.  Notices.  Any notice,  request,  instruction or other document  required or
permitted  under this  Employment  Agreement  shall be in  writing  and shall be
deemed delivered when delivered in person, by electronic facsimile transmission,
by overnight  courier,  or deposited in the United  States mail,  postage  paid,
addressed as follows:

              Employer:                     Applied Digital Solutions, Inc.
                                            400 Royal Palm Way
                                            Suite 410
                                            Palm Beach, FL 33480
                                            Attention:  Garrett A. Sullivan

              Employee:                     David Beckett, Esq.
                                            5800 Pine Tree Drive
                                            Miami Beach, FL 33140

         Such  addresses  may be  changed  from time to time by either  party by
providing written notice in the manner set forth above.


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                                                      Employment and Non-Compete
                                                                       Agreement
                                                                          Page 9


13.  Entire Agreement.  This Employment  Agreement together with any attachments
or Exhibits hereto contains the entire  agreement of the parties with respect to
the subject  matter and there are no other  promises or  conditions in any other
agreement,  whether oral or written.  This Employment  Agreement  supersedes any
prior written or oral agreements between the parties.

14.  Expenses. Each party shall pay its own expenses incident to the performance
or enforcement of this Employment Agreement,  including all fees and expenses of
its counsel  for all  activities  of such  counsel  undertaken  pursuant to this
Employment Agreement, except as otherwise herein specifically provided.

15.  Waivers and Further  Agreements.  Any waiver of any terms or  conditions of
this  Employment  Agreement shall not operate as a waiver of any other breach of
such terms or conditions  or any other term or condition,  nor shall any failure
to enforce any provision  hereof operate as a waiver of such provision or of any
other provision hereof;  provided,  however, that no such written waiver, unless
it, by its own terms, explicitly provides to the contrary, shall be construed to
effect a continuing  waiver of the provision  being waived and no such waiver in
any instance  shall  constitute a waiver in any other  instance or for any other
purpose or impair the right of the party  against whom such waiver is claimed in
all other  instances or for all other purposes to require full  compliance  with
such  provision.  Each of the parties  hereto agrees to execute all such further
instruments and documents and to take all such further action as the other party
may  reasonably  require in order to  effectuate  the terms and purposes of this
Employment Agreement.

16.  Amendments.  This  Employment  Agreement may not be amended,  nor shall any
waiver,  change,  modification,  consent or discharge  be effected  except by an
instrument  in  writing  executed  by or on  behalf of the  party  against  whom
enforcement of any waiver, change, modification, consent or discharge is sought.

17.  Severability.  If any provision of this Employment  Agreement shall be held
or deemed to be, or shall in fact be, invalid,  inoperative or  unenforceable as
applied to any particular case in any jurisdiction or  jurisdictions,  or in all
jurisdictions or in all cases, because of the conflict of any provision with any
constitution  or statute or rule of public policy or for any other reason,  such
circumstance  shall not have the effect of rendering the provision or provisions
in question invalid,  inoperative or unenforceable in any other  jurisdiction or
in any  other  case or  circumstance  or of  rendering  any other  provision  or
provisions herein contained invalid,  inoperative or unenforceable to the extent
that such other  provisions  are not  themselves  actually in conflict with such
constitution,  statute or rule of public policy,  but this Employment  Agreement
shall be reformed  and  construed  in any such  jurisdiction  or case as if such
invalid,  inoperative or unenforceable provision had never been contained herein

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                                                      Employment and Non-Compete
                                                                       Agreement
                                                                         Page 10


and such provision reformed so that it would be valid, operative and enforceable
to the maximum extent permitted in such jurisdiction or in such case.

18.  Counterparts.  This  Employment  Agreement  may be  executed in two or more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together  shall  constitute  one and the same  instrument,  and in  pleading  or
proving any provision of this Employment Agreement, it shall not be necessary to
produce more than one of such counterparts.

19.  Survival.  Section 5, 6, 7, 8, 9 and 10 shall  survive the  termination  of
this Employment Agreement.

20.  Section Headings.  The headings contained in this Employment  Agreement are
for  reference  purposes  only and shall not in any way  affect  the  meaning or
interpretation of this Employment Agreement.

21.  Gender. Whenever used herein, the singular number shall include the plural,
the plural shall include the  singular,  and the use of any gender shall include
all genders.

22.  Governing Law. This Employment Agreement shall be governed by and construed
and enforced in accordance  with the law (other than the law governing  conflict
of law questions) of the State of Florida.

23.  Arbitration.  Any and all  disputes  and  differences  between or among the
parties with respect to the  construction  or  performance  of the terms of this
Agreement  which cannot be resolved  amicably  shall be resolved by  arbitration
before the American  Arbitration  Association  in accordance  with its rule then
sitting in the State of Florida.

         The parties have  executed this  Employment  Agreement the day and year
first above written.

                                            EMPLOYER:

                                            By: /s/ Garrett A. Sullivan
                                               ---------------------------------
                                                Garrett A. Sullivan
                                                Its duly authorized President

                                            EMPLOYEE:

/s/ Dave Creme                              By: /s/ David Beckett
-----------------------                        ---------------------------------
Witness                                        David Beckett



<PAGE>

June 21, 1999


Mr. Michael Krawitz
320 Plaza Real, Apt. 406
Boca Raton, FL  33432

Dear Michael:

         Reference is made to the Employment and  Non-Compete  Agreement,  dated
March  22,  1999  between  Applied  Cellular  Technology,   Inc.  and  you  (the
"Employment Agreement"). All capitalized terms used but not defined herein shall
have the respective  meanings ascribed to them in the Employment  Agreement.  In
recognition  of your  efforts to date and in  consideration  for your  continued
efforts on behalf  Applied  Cellular  Technology and its  subsidiaries,  we have
agreed to amend the Employment Agreement as follows:

1.       You will  report  directly  to the  Chairman  of the  Board  and  Chief
         Executive  Officer.  Accordingly,  Paragraph  2(a)  of  the  Employment
         Agreement is hereby  amended by deleting  therefrom  the words  "Senior
         Vice President- Legal Affairs or his designee", and replacing them with
         the words "and Chief Executive Officer".

2.       We  agree  that you  should  not lose  the  benefit  of the  Employment
         Agreement if you terminate your employment in certain situations as set
         forth below. Accordingly, Paragraph 6(e) of the Employment Agreement is
         hereby  amended by adding the following  immediately  prior to the last
         sentence thereof:

         "Employee  shall be deemed to be  terminated  without Cause if Employee
         terminates  employment  for Good Reason,  which  Employee may do at any
         time after 21 days after Employee has given the Employer written notice
         of Employee's intention to terminate employment for Good Reason (citing
         the reasons), if the Employer has not cured the Good Reason within such
         21-day  period.  Good  Reason  shall  mean:  (i)  assignment  of duties
         inconsistent  with Employee's  position  (including  status,  title and

<PAGE>

Mr. Michael Krawitz                     2                          June 21, 1999



         reporting   requirements)  or  reduction  of  the  Employee's  position
         (including status, title and reporting requirements), authority, duties
         or responsibilities,  (ii) a breach by the Employer of the terms of the
         Employment  Agreement,  or (iii) relocation of the Employer's principle
         place of business or relocation of Employee's workplace outside of Palm
         Beach County."

         If  the  foregoing   accurately  reflects  your  understanding  of  the
agreement between you and us, please sign this letter agreement and the enclosed
copy and return one of them to the  undersigned  whereupon  the  foregoing  will
constitute a binding amendment of the Employment Agreement.


                                               Very truly yours,

                                               APPLIED CELLULAR TECHNOLOGY, INC.



                                               By: /s/ Garrett A. Sullivan
                                                  ------------------------
                                                    Garrett A. Sullivan
                                                    President


Agreed to and accepted:

/s/ Michael Krawitz
---------------------------------
Michael Krawitz