Exhibit 10.13


                      EMPLOYMENT AND NON-COMPETE AGREEMENT

         This Employment and Non-Compete Agreement  ("Employment  Agreement") is
made this 22nd day of March,  1999 by and between Applied  Cellular  Technology,
Inc., a Missouri  corporation,  with its principal office located 400 Royal Palm
Way, Suite 410, Palm Beach,  Florida (the  "Employer")  and Michael Krawitz (the
"Employee").

         WHEREAS, Employer is a builder of infrastructure services and solutions
for the communications industry, and

         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 6 of this
Employment Agreement,  Employer hereby agrees to employ Employee for a period of
two (2) years (the "Employment Term") commencing as of April 12, 1999.

2.       Office and Duties.

         (a) During the  Employment  Term,  Employee shall serve as an Assistant
Vice President and General Counsel of Employer. In such position, Employee shall
have such duties and authority as shall be  determined  from time to time by the
Chairman of the Board,  Senior Vice  President-Legal  Affairs  or  his designee.
During  the  Employment  Term,   Employee's  employment  by  Employer  shall  be
Employee's exclusive full time employment.

         (b) 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  limitation of such duties without the
prior written  consent of the Board of Directors  (the  "Board"),  which consent
shall not reasonably be withheld, delayed or conditioned.

         (c) Prior to April 12, 2000,  Employee shall have a performance review.
In connection  therewith,  Employer shall,  based on Employee's  performance and
cost-of-living  changes,  make such  promotions in office and such  increases in
Base Compensation and Bonus (as defined below) as are appropriate (in Employer's
good faith judgment), and in accordance with Employer's company policy.

3.       Compensation of Employee.

         (a) Base  Compensation:  As compensation  for the services  provided by
Employee under this Employment Agreement, Employer will pay Employee One Hundred

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                                                      Employment and Non-Compete
                                                                       Agreement
                                                                          Page 2

and Thirty Thousand Dollars  ($130,000.00) on an annual basis in accordance with
Employer's usual payroll procedures ("Base Compensation").

         (b) Bonus. Also, in addition to such Base Compensation,  Employee shall
be  eligible  to  receive  as a  "Bonus",  the  payment  and  amount of which is
expressly  conditioned upon the Employer's overall financial performance and the
achievement  by Employee of the  mutually  agreed upon  performance  goals.  The
maximum  amount  of  Bonus  Employee  may earn in each  year of this  Employment
Agreement is forty percent (40%) of the Employee's then Base Compensation.

         (c) Stock Options.  Upon the execution and delivery of this  Employment
Agreement,  Employer  shall  grant to  Employee a stock  option for Twenty  Five
Thousand  (25,000)  shares of  Employer's  common stock ("ACT Stock") at a price
determined  to be fifteen  percent (15%) below the closing price of Act Stock as
of April 19, 1999. The issuance of such options shall be subject to the approval
by the  Shareholders  of the  Employer of a new  Employer  Stock Option Plan and
Agreement at the June 5, 1999 Shareholder Meeting.

         Prior to March 31,  2000,  Employee  shall have an interim  performance
evaluation. Employer shall make an additional grant of options to acquire shares
of ACT Stock as are appropriate  based on Employee's  performance (in Employer's
good faith judgment),  and in accordance with Employer's company policy, subject
to  approval  by the  Shareholders  of the new  Employer  Stock  Option Plan and
Agreement at the June 5, 1999 Shareholder Meeting.

         From  time  to  time,  Employer  may  develop  and  implement  separate
incentive and stock option plans, for which Employee,  if appropriate,  may also
be eligible.

         (d) 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, in effect
for employees of Employer.  Such participation  shall be subject to the terms 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, except any waiting periods shall be waived if
such waiver is allowable  under such plan and would not  prejudice the rights of
any other  participant.  In addition,  the Employee shall be entitled to receive
benefits  which  are the  same or  substantially  similar  to  those  which  are
currently being provided to the other employees of Employer.

4.       Relocation  Reimbursement.  It is a  material  part  of the  Employment
Agreement that Employee  agrees to transfer to the corporate  office of Employer
on or before April 19, 1999,  and as of such date, to begin working full time at
the corporate office of Employer in Palm Beach, Florida.


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                                                      Employment and Non-Compete
                                                                       Agreement
                                                                          Page 3

         Employer  therefore  agrees to reimburse  Employee for a total of up to
Five Thousand Dollars  ($5,000.00) for costs incurred by Employee as a result of
such relocation.

         Such expenses  shall be reimbursed  within a reasonable  period of time
after the  presentation  for review and  approval of  appropriate  receipts  and
documentation.  Employee shall assume the tax consequences  that may result from
such reimbursement.

5.       Reimbursement for Expenses.

         (a)  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.

6.       Termination.

         (a) For Cause by Employer.  Notwithstanding any other provision of this
Employment Agreement,  Employer hereunder may terminate Employee's employment at
any time for Cause.  For purposes of this  Employment  Agreement,  "Cause" shall
mean (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 thirty (30) days after a written  demand is 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 States or any state thereof,  (iv) any other
act or omission which  materially  injuries 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 7 and 9 hereof which
breach  shall  remain  uncured by Employee  within  thirty  (30) days  following
receipt of notice from Employer specifying such breach.

         (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 or under the
Social Security Act.


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                                                      Employment and Non-Compete
                                                                       Agreement
                                                                          Page 4

         (c)  Temporary  Disability.  If,  due to  physical  or mental  illness,
disability  or injury,  the  Employee  shall be  disabled  so as to be unable to
perform  substantially  all of his duties and  responsibilities  hereunder,  the
Board 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 twelve (12) 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  Employer's  estate or his legal
representative all amounts due through the date of Employee's death. The payment
to  Employee of any other  benefits  following  the  termination  of  Employee's
employment  pursuant to this  Section 6(d) shall be  determined  by the Board in
accordance with the plans, policies and practices of Employer.

         (e) Without  Cause by Employer.  Employer  hereunder  may terminate the
Employee's  employment at any time,  without Cause. 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 compensation to which he is
entitled  pursuant to Section 3 hereof 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  6(e) shall be  determined  by the Board in  accordance  with the plans,
policies and practices of Employer.

         (f) Termination  by  Employee.   Employee    hereunder  may   terminate
employee's  employment  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 6(f),  Employer  shall pay Employee any
amounts due through the date of termination.

         (g) 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 16 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
                                                                          Page 5

7.       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 period  commencing on the date hereof and  continuing  until the date
that  Employee  ceases  to  receive  payments  pursuant  to  Section  6 of  this
Employment Agreement.

              (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 its  affiliates,  including  without  limitation
becoming an employee,  investor (except for passive investments of not more than
one percent (1%) of the outstanding  shares of any series or class of securities
of any  competitor  of Employer ),  officer,  agent,  partner or director of, or
other  participant  in, any firm,  person or other entity in any geographic area
which either directly competes with a line or lines of business of Employer, its
subsidiaries or its affiliates. Notwithstanding any provision of this Employment
Agreement to the  contrary,  upon the  occurrence  of any breach of this Section
7(a)(i), if Employee is employed by Employer, Employer may immediately terminate
the employment of Employee for Cause in accordance with the provisions contained
in Sections 6 and 15, whether or not Employee is employed by Employer,  Employer
shall  immediately  cease to have any  obligations  to make payments to Employee
under this Employment Agreement.

              (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 its  affiliates  to engage in any
activity in which Employee is prohibited from engaging by clause (i) above or to
terminate his employment with Employer,  its subsidiaries or its affiliates,  or
(B) employ or offer  employment to any person who was employed by Employer,  its
subsidiaries  or its  affiliates  unless  such  person  shall have  ceased to be
employed by Employer,  its  subsidiaries  or its  affiliates  for a period of at
least twelve (12) months.

         (b) It is expressly  understood  and agreed that (i) although  Employee
and  Employer  consider  the  restrictions  contained  in this  Section  7 to be
reasonable,  if a final judicial  determination  is made by a court of competent
jurisdiction  that the time or territory or any other  restriction  contained in
this Employment Agreement is unenforceable,  this Employment Agreement shall not
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 contained herein.


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                                                      Employment and Non-Compete
                                                                       Agreement
                                                                          Page 6

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

9.       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 business of Employer, its subsidiaries and its affiliates, except that he
may retain personal notes,  notebooks and diaries.  Employee further agrees that
he will not retain or use for his account at any time any trade name,  trademark
or other proprietary  business  designation used or owned in connection with the
business of Employer, its subsidiaries or its affiliates.

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 7 or Section 9 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.      Indemnification. Employer shall indemnify and hold harmless Employee to
the full extent as provided for in the Employer's  Amended and Restated  Bylaws.
Additionally,  Employer  does hereby  represent  and warrant  that it  maintains
Directors and Officers insurance and Employee shall be included in such coverage
in accordance with the provisions thereof.

12.      Vacation.  The  Employee  shall be  entitled  to ten (10)  days of paid
vacation on an annual  basis.  Such  vacation  shall be taken at a time mutually
convenient to Employer and Employee.  Vacation days may not be  accumulated.  In
the first year of employment the amount of vacation shall be prorated.


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                                                      Employment and Non-Compete
                                                                       Agreement
                                                                          Page 7

13.      Sick Days/Personal Business. The Employee shall be entitled to five (5)
paid sick or personal days off due to illness or personal  business on an annual
basis beginning on the first day of the Employee's employment.

14.      Holidays.  The  Employee  shall be  entitled  to the  standard  company
holidays.

15.      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.

16.      Notices.  All  notices  required  or  permitted  under this  Employment
Agreement  shall be in writing and shall be deemed  delivered  when delivered in
person or  deposited  in the United  States  mail,  postage  paid,  addressed as
follows:

              Employer:                     Applied Cellular Technology, Inc.
                                            400 Royal Palm Way
                                            Suite 410
                                            Palm Beach, FL 33480


              Employee:                     Michael Krawitz
                                            300 East 85th Street
                                            Apartment 205
                                            New York, New York 10028

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

17.      Entire  Agreement.   This  Employment  Agreement  contains  the  entire
agreement of the parties 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.

18.      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.


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                                                      Employment and Non-Compete
                                                                       Agreement
                                                                          Page 8

19.      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.

20.      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.

21.      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 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.

22.      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.

23.      Survival.  Sections 7, 8, 9, and 10 shall  survive the  termination  of
this Employment Agreement.


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                                                      Employment and Non-Compete
                                                                       Agreement
                                                                          Page 9

24.      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.

25.      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.

26.      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.


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                                                      Employment and Non-Compete
                                                                       Agreement
                                                                         Page 10


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

                                               EMPLOYER:
                                               APPLIED CELLULAR TECHNOLOGY, INC.



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


                                               EMPLOYEE:


________________________                       By: /s/ Michael Krawitz
                                                  ------------------------------
Witness                                              Michael Krawitz


<PAGE>




April 1, 2000


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 Digital  Solutions,  Inc. (f/k/a Applied Cellular
Technology,  Inc.) and you, as amended by letter  agreement  dated June 21, 1999
(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 Digital Solutions and its subsidiaries, we have agreed
to amend the Employment Agreement as follows:

1.       The  Employment  Term shall be  extended by three  years.  Accordingly,
         Paragraph 1 of the  Employment  Agreement is hereby amended by deleting
         the words "for a period of two (2) years" and  replacing  them with the
         words "for a period of five years".

2.       Your Base Compensation shall be increased to $160,000, effective on the
         date hereof.  Accordingly,  Paragraph 3(a) shall be amended by deleting
         the words "One Hundred and Thirty Thousand Dollars  ($130,000.00) on an
         annual basis" and replacing them with the words  "$160,000 on an annual
         basis".

         If  the  foregoing   accurately  reflects  your  understanding  of  the
agreement between you and us, please sign this letter agreement and the enclosed

<PAGE>

Mr. Michael Krawitz                      2                         April 1, 2000



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 DIGITAL SOLUTIONS, INC.


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


Agreed to and accepted:

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