InfoTech USA, Inc. Form 8K Exhibit 10.2



TERM NOTE 




	$1,000,000.00  	Palm Beach, Florida 	June 27, 2003 











        FOR
VALUE RECEIVED, Applied Digital Solutions, Inc., a corporation organized under the laws of
the State of Missouri with a principal place of business at 400 Royal Palm Way, Suite 410,
Palm Beach, Florida 33480 (the “Borrower”), promises to pay to the order of
InfoTech USA, Inc. (f/k/a SysComm International Corporation) (the “Lender”), a
corporation organized under the laws of the State of Delaware with a principal place of
business at 7 Kingsbridge Road, Fairfield, New Jersey 07004, at the principal place of
business of the Lender or such other place as the holder hereof shall designate in writing
from time to time hereafter, the principal sum of One Million Dollars ($1,000,000.00)
together with interest on unpaid balances as provided for herein below, in immediately
available funds and lawful money of the United States of America. 



        Borrower
shall make payments of principal and interest to the Lender as follows: 



         
    1.       
On July 31, 2003 and the last day of each month thereafter, the Borrower shall
make payments of interest only.  



    
    2.       
On June 30, 2004 (the “Maturity Date”), the Borrower shall make a
final payment to the Lender of the then outstanding principal balance, together
with all interest accrued thereon and any fees and costs outstanding.  



        Interest
shall be calculated and charged daily on the basis of actual days elapsed over a three
hundred sixty (360) day banking year on the unpaid principal balance outstanding at a rate
equal to sixteen (16%) percent per annum.  



        If
any installment under this Note is not paid when due, or within the applicable grace
period, if any, the principal hereof and all interest accrued and accruing hereon may be
declared to be forthwith due and payable. This Note shall become immediately due and
payable upon the occurrence of an Event of Default under the Loan Agreement or any of the
other Loan Documents between the Borrower and the Lender.  



        The
entire principal balance hereof, together with accrued interest, shall after maturity,
whether by demand, acceleration or otherwise, bear interest at the contract rate of this
Note plus an additional three percent (3.00%) per annum. Upon default by Borrower under
the terms of this Note or any other Loan Document, interest shall accrue at a rate equal
nineteen (19%) percent (the “Default Rate”). The Borrower acknowledge that: (i)
the Default Rate is a material inducement to the Lender to make the loan; (ii) the Lender
would not make the loan in the absence of the agreement of the Borrower to pay the Default
Rate; (iii) the Default Rate represents compensation for increased risk to the Lender that
the loan will not be repaid; and (iv) the Default Rate is not a penalty and represents a
reasonable estimate of (a) the cost to the Lender in allocating its resources (both
personnel and financial) to the ongoing review, monitoring, administration and collection
of the loan and (b) compensation to the Lender for losses that are difficult to ascertain.  




– 2 –



        Anything
herein to the contrary notwithstanding, the obligations of the Borrower under this Note
shall be subject to the limitation that payments of interest shall not be required to the
extent that receipt of any such payment by the Lender would be contrary to provisions of
law applicable to the Lender limiting the maximum rate of interest which may be charged or
collected by the Lender.  



        The
undersigned agrees to pay on demand all reasonable out-of-pocket costs of collection
hereof, including court costs, service fees, and reasonable attorney’s fees, whether
or not any foreclosure or other action is instituted by the holder in its discretion.  



        The
word “holder”, as used in this Note, shall mean the payee or endorsee of this
Note who is in possession of it, or the bearer, if this Note is at that time payable to
the bearer.  



        No
delay or omission on the part of the holder in exercising any right, privilege or remedy
shall impair such right, privilege or remedy or be construed as a waiver thereof or of any
other right, privilege or remedy. No waiver of any right, privilege or remedy or any
amendment to this Note shall be effective unless made in writing and signed by the holder.
Under no circumstances shall an effective waiver of any right, privilege or remedy on any
one occasion constitute or be construed as a bar to the exercise of or a waiver of such
right, privilege or remedy on any future occasion. The acceptance by the holder hereof of
any payment after any default hereunder shall not operate to extend the time of payment of
any amount then remaining unpaid hereunder or constitute a waiver of any rights of the
holder hereof under this Note.  



        All
rights and remedies of the holder, whether granted herein or otherwise, shall be
cumulative and may be exercised singularly or concurrently.  



        Every
maker, endorser, or guarantor of this Note, or the obligations represented by this Note,
waives all exemption rights, valuation and appraisement, presentment, protest and demand,
demand for payment, notice of dishonor and protest and all other demands and notices in
connection with the delivery, acceptance, performance, default or enforcement of this
Note, and assents to any extension or postponement of the time of payment or any other
indulgence, to any addition, substitution, exchange or release of collateral, and/or to
the addition or release of any other party or person primarily or secondarily liable.  



        This
Note and the provisions hereof shall be binding upon the undersigned and the
undersigned’s heirs, administrators, executors, successors, legal representatives and
assigns and shall inure to the benefit of the holder, the holder’s heirs,
administrators, executors, successors, legal representatives and assigns.  



        This
Note may not be amended, changed, assigned except for the benefit of IBM Credit LLC
  or modified in any respect except by a
written document that has been executed by each party. This Note constitutes a New Jersey
contract to be governed by the laws of such state and to be paid and performed therein.  



        This
Note may be prepaid, in whole or in part, at one time or from time to time, without
premium or penalty.  



– 3 –




        This
Note is secured by the Collateral described in the Pledge Agreement executed and delivered
by the Borrower to and for the benefit of the holder and is issued pursuant to the terms
of the Loan Agreement of even date herewith by and between the Borrower and the Lender and
the other Loan Documents described therein.  



        IN
WITNESS WHEREOF, the undersigned have caused this Term Note to be duly executed by its
duly authorized officers as of the day and year above written.  




	IN THE PRESENCE OF:  	APPLIED DIGITAL SOLUTIONS, INC.  





 
	    /s/ MICHAEL KRAWITZ 
 	By:  	   /s/ SCOTT SILVERMAN 
 
	 Witness		Name:   Scott Silverman
 
Title:      CEO








 
STATE OF FLORIDA

COUNTY OF PALM BEACH  


 
        On
this the   27   day of June, 2003, before me, the undersigned Notary Public, personally
appeared        Scott Silverman         ,
 acknowledged himself to be the
        CEO          
 of Applied Digital Solutions, Inc., a Missouri corporation, and
that he, as such authorized officer, being authorized so to do, executed the foregoing
instrument for the purposes therein contained, by signing the name of the company by
himself as such authorized officer.  




	 [NOTARY SEAL]	 	  /s/ SUZANNE SERRANO 
 
	 		Notary Public

My commission expires: