<PAGE>



                                                                 EXHIBIT 4.1



                       APPLIED DIGITAL SOLUTIONS, INC.

                     1999 EMPLOYEES STOCK PURCHASE PLAN

                      (AS AMENDED THROUGH JUNE 8, 2002)





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                             APPLIED DIGITAL SOLUTIONS, INC.
                            1999 EMPLOYEES STOCK PURCHASE PLAN
                            (AS AMENDED THROUGH JUNE 8, 2002)
                            ---------------------------------


<TABLE>
                                    TABLE OF CONTENTS
                                    -----------------


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                                                                                     Page
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1. NAME AND PURPOSE.....................................................................1

         1.1. Name......................................................................1
         1.2. Purpose and Construction..................................................1


2. DEFINITION OF TERMS..................................................................1

         2.1. General Definitions.......................................................1
                  2.1.1. Board..........................................................1
                  2.1.2. Code...........................................................1
                  2.1.3. Company........................................................1
                  2.1.4. Committee......................................................1
                  2.1.5. Common Stock...................................................1
                  2.1.6. Compensation...................................................2
                  2.1.7. Effective Date.................................................2
                  2.1.8. Employee.......................................................2
                  2.1.9. Eligible Employee..............................................2
                  2.1.10. Employer......................................................2
                  2.1.11. Entry Date....................................................2
                  2.1.12. Exercise Date.................................................2
                  2.1.13. Fair Market Value.............................................3
                  2.1.14. Offering......................................................3
                  2.1.15. Offering Date.................................................3
                  2.1.16. Offering Period...............................................3
                  2.1.17. Option........................................................3
                  2.1.18. Parent........................................................3
                  2.1.19. Participant...................................................3
                  2.1.20. Plan..........................................................3
                  2.1.21. Share.........................................................3
                  2.1.22. Subsidiary....................................................4
                  2.1.23. Termination Date..............................................4
                  2.1.24. Participation Agreement.......................................4
         2.2. Other Definitions.........................................................4


3. SHARES TO BE OFFERED.................................................................4

         3.1. Number of Shares..........................................................4
         3.2. Reusage...................................................................4
         3.3. Adjustments...............................................................4



                                            i

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4. ADMINISTRATION.......................................................................5

         4.1. Committee.................................................................5
         4.2. Authority.................................................................5
         4.3. Determination.............................................................5
         4.4. Delegation................................................................5


5. AMENDMENT AND TERMINATION............................................................5

         5.1. Power of Board............................................................5
         5.2. Limitation................................................................6
         5.3. Term......................................................................6
         5.4. Termination...............................................................6
         5.5. Effect....................................................................6


6. OFFERINGS............................................................................6

         6.1. Offerings.................................................................6
         6.2. Terms of Offering.........................................................6


7. GRANTS, PARTICIPATION AND WITHDRAWAL.................................................7

         7.1. Grant of Options..........................................................7
         7.2. Options Not Transferable..................................................8
         7.3. Election to Participate...................................................8
         7.4. Method of Payment and Stock Purchase Accounts.............................8
         7.5. Withdrawal from the Plan..................................................8


8. PURCHASE OF STOCK....................................................................8

         8.1. Exercise of Option........................................................8
         8.2. Allotment of Shares.......................................................9
         8.3. Rights on Retirement, Death or Termination of Employment..................9
         8.4. Delivery of Stock.........................................................9


9. MISCELLANEOUS PROVISIONS.............................................................9

         9.1. Underscored References....................................................9
         9.2. Number and Gender........................................................10
         9.3. Governing Law............................................................10
         9.4. Purchase for Investment..................................................10
         9.5. Restricted Shares........................................................10
         9.6. No Employment Contract...................................................10
         9.7. Offset...................................................................10
         9.8. No Effect on Other Benefits..............................................10
         9.9. Notice to Company........................................................10
</TABLE>



                                           ii

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                       APPLIED DIGITAL SOLUTIONS, INC.
                     1999 EMPLOYEES STOCK PURCHASE PLAN
                      (AS AMENDED THROUGH JUNE 8, 2002)
                      ---------------------------------


1.       NAME AND PURPOSE.
         ----------------

         1.1.     Name.
                  ----

                  The name of this Plan is the "Applied Digital Solutions,
Inc. 1999 Employees Stock Purchase Plan".

         1.2.     Purpose and Construction.
                  ------------------------

                  The Company has established this Plan to encourage and
facilitate the purchase of its Common Stock by Eligible Employees. This Plan
is intended to qualify as an "Employee Stock Purchase Plan" under Section
423 of the Code. Consequently, the provisions of this Plan shall be
construed in a manner consistent with the requirements of Section 423 of the
Code. Any term or provision of this Plan which is inconsistent with the
requirements of Section 423 of the Code shall be inapplicable.

2.       DEFINITION OF TERMS.
         -------------------

         2.1.     General Definitions.
                  -------------------

                  The following words and phrases, when used in the Plan,
unless otherwise specifically defined or unless the context clearly
otherwise requires, shall have the following respective meanings:

                  2.1.1. Board.
                         -----

                  The Board of Directors of the Company.

                  2.1.2. Code.
                         ----

                           The internal Revenue Code of 1986, as amended.
         Any reference to the Code includes the regulations promulgated
         pursuant to the Code.

                  2.1.3. Company.
                         -------

                           Applied Digital Solutions, Inc.

                  2.1.4. Committee.
                         ---------

                           The Committee described in Section 4.1.

                  2.1.5. Common Stock.
                         ------------

                           The Company's $.001 par value common stock.



                                     1

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                  2.1.6. Compensation.
                         ------------

                           The gross salary and wages earned by an Employee
         for services rendered to an Employer plus any other remuneration so
         earned as the Committee shall determine.

                  2.1.7. Effective Date.
                         --------------

                           The date the Plan is approved by the shareholders
         of the Company which must occur within one year before or after
         approval by the Board. Any Offerings made prior to the approval by
         the shareholders of the Company and Options granted under such
         Offerings shall be void if such approval is not obtained.

                  2.1.8. Employee.
                         --------

                           A person employed by the Employer.

                  2.1.9. Eligible Employee.
                         -----------------

                           With respect to each Offering, an Employee who is
         eligible to be granted an Option under the terms of such Offering.
         Notwithstanding the foregoing, with respect to any Offering, all
         Employees must be Eligible Employees except Employees who may be
         excluded under Section 423(b)(4) of the Code. Unless otherwise
         determined by the Committee, eligibility for an Offering shall be
         determined as of the Offering Date. For purposes of determining an
         Employee's eligibility under the Plan, the Committee shall have the
         right to determine that employment for an entity which is acquired
         by an Employer or whose assets are acquired by an Employer is
         employment by the Employer.

                  2.1.10. Employer.
                          --------

                           With respect to each Offering, the Company and
         all of its Parents and Subsidiaries whose Employees are eligible to
         be granted Options to purchase Common Stock in such Offering.

                  2.1.11. Entry Date.
                          ----------

                           The Offering Date and any other dates selected by
         the Committee as of which an Eligible Employee may become a
         Participant.

                  2.1.12. Exercise Date.
                          -------------

                           Each date on which an Option is exercised.


                                     2

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                  2.1.13. Fair Market Value.
                          -----------------

                           The closing price of Shares on the NASDAQ on a
         given date or in the absence of sales on a given date, the closing
         price on the NASDAQ on the last day on which a sale occurred prior
         to such date.

                  2.1.14. Offering.
                          --------

                           An offering consisting of grants of Options to
purchase Shares under the Plan.

                  2.1.15. Offering Date.
                          -------------

                           Each date selected by the Committee for the
         initial granting of Options to purchase Shares in an Offering.

                  2.1.16. Offering Period.
                          ---------------

                           With respect to each Offering, the period
         beginning on the Offering Date and ending on the Termination Date.

                  2.1.17. Option.
                          ------

                           An option granted under the Plan to purchase
Shares.

                  2.1.18. Parent.
                          ------

                           Any corporation (other than the Company or a
         Subsidiary) in an unbroken chain of corporations ending with the
         Company, if, at the time of the grant of an Option, each of the
         corporations (other than the Company) owns stock possessing 50% or
         more of the total combined voting power of all classes of stock in
         one of the other corporations in such chain.

                  2.1.19. Participant.
                          -----------

                           An Eligible Employee who has elected to
participate in the Plan.

                  2.1.20. Plan.
                          ----

                           The Applied Digital Solutions, Inc. 1999 Employee
         Stock Purchase Plan and all amendments and supplements to it.

                  2.1.21. Share.
                          -----

                           A share of Common Stock.


                                     3

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                  2.1.22. Subsidiary.
                          ----------

                           Any corporation, other than the Company, in an
         unbroken chain of corporations beginning with the Company if, at
         the time of grant of an Option, each of the corporations, other
         than the last corporation in the unbroken chain, owns stock
         possessing 50% or more of the total combined voting power of all
         classes of stock in one of the other corporations in such chain.

                  2.1.23. Termination Date.
                          ----------------

                           The date on which an Offering expires.

                  2.1.24. Participation Agreement.
                          -----------------------

                           The written agreement pursuant to which an
         Eligible Employee becomes a Participant and elects such matters
         provided for in the Plan and as the Committee shall determine from
         time to time.

         2.2.     Other Definitions.
                  -----------------

                  In addition to the above definitions, certain words and
phrases used in the Plan and in any Offering may be defined in other
portions of the Plan or in such Offering.

3.       SHARES TO BE OFFERED.
         --------------------

         3.1. Number of Shares.
              ----------------

                  The number of Shares for which Options may be granted
under the Plan shall be 9,000,000 Shares. Such Shares may be authorized but
unissued Shares, Shares held in the treasury, or both.

         3.2. Reusage.
              -------

                  If an Option expires or is terminated, surrendered or
canceled without having been fully exercised, the Shares covered by such
Option which were not purchased shall again be available for use under the
Plan.

         3.3. Adjustments.
              -----------

                  If there is any change in the Common Stock of the Company
by reason of any stock dividend, spin-off, split-up, spin-out,
recapitalization, merger, consolidation, reorganization, combination or
exchange of shares, or otherwise, the class of stock and number of shares of
such class available for Options, the class of stock and maximum number of
shares of such class that may be purchased in the current Offering Period,
and the price per share, as applicable, shall be appropriately adjusted by
the Committee.


                                     4

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4.       ADMINISTRATION.
         --------------

         4.1. Committee.
              ---------

                  The Plan shall be administered by the Committee. The
Committee shall consist of the Board, unless the Board appoints a Committee
of two or more but less than all of the Board. If the Committee does not
include the entire Board, it shall serve at the pleasure of the Board, which
may from time to time appoint members in substitution for members previously
appointed and fill vacancies, however caused, in the Committee. The
Committee may select one of its members as its Chairman and shall hold its
meetings at such times and places as it may determine. A majority of its
members shall constitute a quorum. All determinations of the Committee made
at a meeting at which a quorum is present shall be made by a majority of its
members present at the meeting. Any decision or determination reduced to
writing and signed by a majority of the members shall be fully as effective
as if it had been made by a majority vote at a meeting duly called and held.

         4.2. Authority.
              ---------

                  Subject to the terms of the Plan, the Committee shall have
complete authority to:

                  (a) determine the terms and conditions of, and the
         Employers and the Eligible Employees under, each Offering, as
         described in Section 6;

                  (b) interpret and construe the Plan;

                  (c) prescribe, amend and rescind rules and regulations
         relating to the Plan;

                  (d) maintain accounts, records and ledgers relating to
         Options;

                  (e) maintain records concerning its decisions and
         proceedings;

                  (f) determine all questions relating to Options under the
         Plan;

                  (g) employ agents, attorneys, accountants or other persons
         for such purposes as the Committee considers necessary or
         desirable; and

                  (h) do and perform all acts which it may deem necessary or
         appropriate for the administration of the Plan and carry out the
         purposes of the Plan.

         4.3. Determination.
              -------------

                  All determinations of the Committee shall be final.

         4.4. Delegation.
              ----------

                  The Committee may delegate all or any part of its
authority under the Plan to any Employee, Employees or committee.

5.       AMENDMENT AND TERMINATION.
         -------------------------

         5.1. Power of Board.
              --------------

                  Except as hereinafter provided, the Board shall have the
sole right and power to amend the Plan at any time and from time to time.


                                     5

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         5.2. Limitation.
              ----------

                  The Board may not amend the Plan, without approval of the
shareholders of the Company:

                  (a) in a manner which would cause the Plan to fail to meet
         the requirements of Section 423 of the Code; or

                  (b) in a manner which would violate applicable law or
         administrative regulation or rule.

         5.3. Term.
              ----

                  The Plan shall commence as of the Effective Date and,
subject to the terms of the Plan including those requiring approval by the
shareholders of the Company, shall continue in full force and effect until
terminated.

         5.4. Termination.
              -----------

                  The Plan may be terminated at any time by the Board. The
Plan shall automatically terminate when all of the Shares available for
purchase under the Plan have been sold. Upon termination of the Plan, and
the exercise or lapse of all outstanding Options, any balances remaining in
each Participant's stock purchase account shall be refunded to him.

         5.5. Effect.
              ------

                  The amendment or termination of the Plan shall not
adversely affect any Options granted prior to such amendment or termination.

6.       OFFERINGS.
         ---------

         6.1. Offerings.
              ---------

                  There may be one or more Offerings under the Plan, which
shall occur at such time or times, if any, as the Committee shall determine.
Offerings may run concurrently and/or consecutively. Except as otherwise
provided in an Offering, all capitalized terms used in the Offering shall
have the same meaning as in the Plan, and the Offering shall be subject to
all of the terms and conditions of the Plan.

         6.2. Terms of Offering.
              -----------------

                  At the time each Offering is made, the Committee will
determine all of the terms and conditions of the Offering, which terms and
conditions shall include, but not be limited to, the following:

                  (a) The number of Shares to be offered, which in no event
         shall exceed the maximum number of Shares then available under the
         provisions of Section 3.

                  (b) The Offering Period, which in no event shall exceed
         the maximum period permitted under Section 423 of the Code.

                  (c) The price per Share for which Common Stock will be
         sold to Participants who exercise Options, which price shall not be
         less than the lower of the following:


                                     6

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                      (i) 85% of the Fair Market Value on the date upon which
                  the Option was granted; or

                      (ii) 85% of the Fair Market Value on the Exercise Date
                  upon which the Option is exercised.

Notwithstanding the foregoing, in no event shall the price per Share be less
than the par value.

                  (d) The Employers and Eligible Employees with respect to
         the Offering. However, no Employee shall be granted an Option:

                      (i) if, immediately after the grant, such Employee would
                  own (within the meaning of Section 423(b)(3) of the Code)
                  stock possessing 5% or more of the total combined voting
                  power or value of all classes of stock of the Company or of
                  any Parent or Subsidiary; or

                      (ii) which permits his rights to purchase stock under all
                  employees stock purchase plans (as defined in Section 423(b)
                  of the Code) of the Company and its Parents and Subsidiaries
                  to accrue at a rate which exceeds $25,000 of fair market
                  value of such stock, determined as of the time such Option is
                  granted, for each calendar year in which such Option is
                  outstanding at anytime.

                  (e) The number of Entry Dates and the date of each Entry
         Date.

                  (f) The number of Exercise Dates and the date of each
         Exercise Date.

                  (g) The maximum number of Shares, if any, that may be
         purchased in the Offering Period by a Participant.

                  (h) The maximum number of Shares, if any, which may be
         purchased in an Offering Period by a Participant as a percentage of
         his Compensation.

                  (i) Whether or not interest will be paid on balances in
         Participant's stock purchase accounts, and, if interest is to be
         paid, the rate of interest or method of determining the rate of
         interest, and whether interest is to be used to purchase Shares or
         paid to the Participant.

                  (j) If, when, and the extent to which a Participant may
         change or cease payroll deductions during an Offering Period.

7.       GRANTS, PARTICIPATION AND WITHDRAWAL.
         ------------------------------------

         7.1. Grant of Options.
              ----------------

                  On each Offering Date, each Eligible Employee shall be
granted an Option to purchase Shares in accordance with the provisions of
the Plan, and, if so permitted by the terms of the Offering, on each
subsequent Entry Date within an Offering Period, if any, each Eligible
Employee, who was not an Eligible Employee on the Offering Date, shall be
granted an Option to purchase Shares in accordance with the provisions of
the Plan. An Eligible Employee becomes a Participant for the Offering Period
or the remainder of the Offering Period, as the case may be, by executing
and delivering to the Company a Participation Agreement.


                                     7

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         7.2. Options Not Transferable.
              ------------------------

                  Each option shall not be transferable by the grantee other
than by will or under the laws of descent and distribution and shall be
exercisable, during his lifetime, only by him.

         7.3. Election to Participate.
              -----------------------

                  An Eligible Employee who wishes to participate in the Plan
as of an Entry Date must deliver his executed Participation Agreement to the
Company no later than required by the Committee.

         7.4. Method of Payment and Stock Purchase Accounts.
              ---------------------------------------------

                  Payment for Shares shall be made through payroll
deductions from the Participant's Compensation, such deductions to be
authorized by a Participant in the Participation Agreement, by separate cash
payments which may be made by a Participant from time to time, if permitted
by the Committee, and if permitted, in accordance with rules and limitations
set by the Committee, and, with the consent of the Committee, and upon such
terms as it shall require, in Shares which shall be valued at Fair Market
Value on the Exercise Date. A stock purchase account shall be set up on the
books of the Company in the name of each Participant. The amount of all
payroll deductions, separate cash payments, and tender of Shares shall be
credited to the respective stock purchase accounts of the Participants on
the Company's books. The funds deducted and withheld by the Company through
payroll deductions, the funds received by the Company from separate cash
payments, and the tendered Shares may be used by the Company for any
corporate purposes as the Board shall determine, and the Company shall not
be obligated to segregate said funds or Shares in any way.

         7.5. Withdrawal from the Plan.
              ------------------------

                  A Participant may not withdraw from the Plan unless
permitted by the Committee and, if so permitted, only at such times and upon
such conditions as the Committee shall determine.

8.       PURCHASE OF STOCK.
         -----------------

         8.1. Exercise of Option.
              ------------------

                  Unless a Participant shall have withdrawn from the Plan as
provided in Section 7.5, his Option to purchase Shares will be automatically
exercised for him on each Exercise Date for the number of full Shares or, in
the event a custodial account described in Section 8.4 is established and
such account may hold fractional shares, for the number of full and
fractional Shares which the accumulated payroll deductions, separate cash
payments (plus, if so permitted by the Committee pursuant to paragraph (i)
of Section 6.2, interest on such cash deductions and payments) and tendered
Shares as of the Exercise Date will purchase at the applicable Option price,
subject to the limitations set forth in the Plan and the Offering and
subject to allotment in accordance with Section 8.2. Any balance remaining
in a Participant's stock purchase account after the exercise of an Option
will remain in such account unless the Offering is over and there is no
Offering which begins immediately after the Termination Date of the Offering
or the Participant is not a Participant in such subsequent Offering.


                                     8

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         8.2. Allotment of Shares.
              -------------------

                  In the event that, on any Exercise Date, the aggregate
funds and Shares available for the purchase of Shares, pursuant to the
provisions of Section 8.1, would purchase a greater number of Shares than
the number of Shares then available for purchase under the Plan on such
Exercise Date, the Company shall issue to each Participant, on a pro rata
basis, such number of Shares as, when taken together with the Shares issued
to all other Participants, will result in the issuance of Shares totaling no
more than the number of Shares then remaining available for issuance under
the Plan on such Exercise Date.

         8.3. Rights on Retirement, Death or Termination of Employment.
              --------------------------------------------------------

                  In the event of a Participant's retirement, death or
termination of employment, no payroll deduction shall be taken from any
Compensation due and owing to him at such time, and the amount in the
Participant's stock purchase account shall be applied as of the next
Exercise Date in the manner set forth in Section 8.1, as if the retirement,
death or termination of employment had not occurred, unless the former
Employee or, in the event of his death, the person or persons to whom his
rights pass by will or the laws of the descent and distribution (including
his estate during the period of administration) requests in writing prior to
the Exercise Date that such amount be refunded; provided, however, if the
retirement, death or termination of employment occurs more than three months
prior to the next Exercise Date, such amount shall automatically be
refunded. An Employee of a Subsidiary or a Parent which ceases to be a
Subsidiary or a Parent shall be deemed to have terminated his employment for
purposes of this Section 8.3 as of the date such corporation ceases to be a
Subsidiary or a Parent, as the case may be, unless, as of such date, the
Employee shall become an Employee of the Company or any Subsidiary or
Parent.

         8.4. Delivery of Stock.
              -----------------

                  Unless the Committee establishes a account custodian, as
described below, certificates for Shares purchased will be issued and
delivered as soon as practicable. None of the rights or privileges of a
shareholder of the Company shall exist with respect to Shares purchased
under the Plan until the certificates representing such Shares are issued.
Notwithstanding the foregoing, if so determined by the Committee, Shares
acquired on the Exercise Date shall be credited to an account maintained for
the benefit of the Participant by the custodian selected by the Committee.
If such an arrangement is established, it will be governed by and subject to
the terms and conditions of the agreement between the Company or the
Committee and the custodian, and each Participant, by enrolling in the Plan,
shall be deemed to have consented to such terms and conditions.

9.       MISCELLANEOUS PROVISIONS.
         ------------------------

         9.1. Underscored References.
              ----------------------

                  The underscored references contained in the Plan are
included only for convenience, and they shall not be construed as a part of
the Plan or in any respect affecting or modifying its provisions.


                                     9

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         9.2. Number and Gender.
              -----------------

                  The masculine and neuter, wherever used in the Plan, shall
refer to either the masculine, neuter or feminine; and, unless the context
otherwise requires, the singular shall include the plural and the plural the
singular.

         9.3. Governing Law.
              -------------

                  This Plan shall be construed and administered in
accordance with the laws of the State of Missouri.

         9.4. Purchase for Investment.
              -----------------------

                  The Committee may require each person purchasing Shares
pursuant to an Option to represent to and agree with the Company in writing
that such person is acquiring the Shares for investment and without a view
to distribution or resale. The certificates for such shares may include any
legend which the Committee deems appropriate to reflect any restrictions on
transfer. All certificates for Shares delivered under the Plan shall be
subject to such stock transfer orders and other restrictions as the
Committee may deem advisable under all applicable laws, rules, and
regulations, and the Committee may cause a legend or legends to be put on
any such certificates to make appropriate references to such restrictions.

         9.5. Restricted Shares.
              -----------------

                  Shares purchased under the Plan may be subject to
restrictive agreements between an Employer and a Participant. In such case,
the Employer shall have the right to include a legend reflecting any such
restriction on any certificate for such Shares.

         9.6. No Employment Contract.
              ----------------------

                  The adoption of the Plan shall not confer upon any
Employee any right to continued employment nor shall it interfere in any way
with the right of the Company, a Parent or Subsidiary to terminate the
employment of any of its employees at any time.

         9.7. Offset.
              ------

                  In the event that any Participant wrongfully appropriates
funds or other property of an Employer and thereby becomes indebted to such
Employer, any funds or Shares in his stock purchase account may be applied
against and used to satisfy such indebtedness.

         9.8. No Effect on Other Benefits.
              ---------------------------

                  The grant of Options under the Plan shall have no effect
on any benefits to which a Participant may be entitled from the Employer,
under another plan or otherwise, or preclude a Participant from receiving
any such benefits.

         9.9. Notice to Company.
              -----------------

                  Each Participant shall promptly give the Company prior
written notice of any disposition of Shares purchased under the Plan which
occurs within 2 years of the date of grant of the Option pursuant to which
such Shares were purchased.






                                     10