Exhibit 10.1


    Exhibit
      10.1

    


    SETTLEMENT
      AND MUTUAL GENERAL RELEASE OF CLAIMS

    


    This
      Settlement and Mutual General Release of Claims (“Release”) is made as of June
      29, 2005, by and between Pacific Decision Sciences Corporation, a Delaware
      Corporation, and Applied Digital Solutions (hereinafter collectively “PDSC”) on
      the one hand, and Anne Tahim, an Accountancy Corporation and Anne Tahim
      (hereinafter collectively “Tahim”) on the other hand; with reference to the
      following facts:

     

    A.    PDSC
      has
      previously filed an action in the Orange County Superior Court entitled
Pacific
      Decision Sciences Corporation, etc. v. Anne Tahim, an Accountancy
      Corporation,
      et
      al. bearing Case No. 04CC08998 which is now scheduled to commence trial on
      October 24, 2005 before the Honorable John M. Watson in Dept. C15 (hereinafter
      referred to as to “Action”). The Action states causes of action for professional
      negligence, breach of fiduciary duty, and fraud and deceit. Tahim filed an
      Answer to the Action denying any and all of the allegations and raising certain
      affirmative defenses. Tahim continues to deny the allegations of the
      Action.

     

    B.    On
      or
      about June 1, 2005, PDSC and Tahim, and their respective counsel of record,
      attended a voluntary mediation with the Hon. Keith Wisot (Ret.) of JAMS. At
      that
      time, the parties began settlement negotiations but were unable to reach
      settlement during the mediation. However, the parties continued their settlement
      negotiations thereafter resulting in an agreement to settle the Action on June
      29, 2005.

     

    C.    On
      June
      29, 2005, PDSC and Tahim, through their respective counsel of record, entered
      into a “short form” agreement to settle the action. Said “short form” agreement
      is attached hereto as Exhibit “A” and is incorporated herein by reference. In
      the “short form” agreement, the

    


    


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    parties,
      through their respective counsel of record, agreed to enter into a “long form”
      settlement agreement. This Release shall constitute such “long form”
      agreement.

     

    D.    PDSC
      and
      Tahim desire to settle their disputes and to release each other from any and
      all
      Claims (as hereinafter defined) including, but not limited to, those made in
      the
      Action, with the understanding that said release does not constitute any
      admission of wrongdoing or tortious conduct on the part of the
      parties.

     

    NOW,
      THEREFORE, the parties hereto do hereby agree as follows:

     

    1.    Mutual
      General Release:
      In
      consideration for the payment of the money required to be paid by paragraph
      2 of
      this Release and the other promises and obligations set forth in this Release,
      and except for the rights, interests and obligations created by this Release,
      PDSC, on the one part, and Tahim, on the other part, do hereby fully release
      and
      forever discharge each other, as well as their respective insurers, successors,
      predecessors, heirs, attorneys, assigns, accountants, partners, employees,
      spouses, families, officers, directors, managers, members, representative,
      agents, affiliates, including Michael Mangawang, (collectively “Beneficiaries”)
      from any and all rights and duties and all claims, demands and causes of action,
      including but not limited to all claims for attorneys’ fees, damages, debts,
      liabilities, accounts, accountings, reckonings, obligations, guarantees,
      suretyships, costs, expenses, liens, actions, controversies, and contracts
      of
      every kind and nature whatsoever, whether now known or unknown, suspected or
      unsuspected (collectively “Claims”), which PDSC and Tahim, their legal
      successors and/or assigns may now have, own or hold or which at any time
      heretofore any of them may ever have had, owned or held, or could, shall or
      may
      hereafter have, own or hold against the other party and/or the other parties’
      Beneficiaries through the date of this Release. From and after the date of
      this
      Release, neither PDSC nor Tahim,

    


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    nor
      their
      predecessors, successors or assigns, shall have any Claims of any kind or nature
      against each other, or the other parties’ Beneficiaries, directly or indirectly,
      with respect to any matter, cause, fact, thing, act or omission existing, done
      or omitted to be done, or services performed, at any time whatsoever to and
      including the date hereof, other than to enforce the terms of this
      Agreement.

     

    2.    Payment
      of Money:
      On or
      before July 29, 2005, Tahim, through CAMICO Mutual Insurance Company shall
      cause
      to deliver a settlement check, money order, or draft in the sum of five hundred
      forty thousand dollars ($540,000) made payable to the Pacific Decision Sciences
      Corporation. Said settlement funds shall be delivered to counsel for
      PDSC.

     

    3.    Release
      and Waiver:
      PDSC
      and Tahim intend, in executing this Release and doing the acts called for
      herein, that this Release shall be effective as a release and waiver of all
      Claims, except for the rights, interests and obligations created by this Release
      including, but not limited to, known, unknown, or suspected Claims. The parties
      agree that this Release is a full and final accord and satisfaction and
      settlement of and a bar to each and every Claim each may have against the other.
      All parties acknowledge that they are aware that they or their attorneys may
      hereafter discover facts different from or in addition to the facts which they
      now know or believe to be true and further that they are familiar with
Civil
      Code  §1542
      of
      the State of California, which provides as follows:

     

    “A
      general release does not extend to a claim which the creditor does not know
      or
      suspect to exist in his favor at the time of executing the

     release,
      which if known by him must have materially affected his settlement with the
      debtor.”

    


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    Each
      of
      the parties expressly waives and relinquishes any and all of their rights and/or
      benefits under Civil
      Code 
      §1542. Each of the parties acknowledges that this waiver is the intentional
      relinquishment of a known right and that, in agreeing to this waiver, each
      party
      hereby intentionally relinquishes the rights waived.

     

    4.    Entire
      Agreement:
      This
      Release constitutes the entire and final, complete and exclusive statement
      of
      the terms of the parties’ agreement and understanding concerning the subject
      matter hereof and supersedes and replaces any and all prior negotiations and
      proposed agreements, written and/or oral, relating thereto.

     

    5.    Choice
      of Law and Venue:
      This
      Release shall be governed by and construed under the laws of the State of
      California, to whose jurisdiction the parties do hereby submit, provided,
      however, that in the event that any law or laws of the State of California
      shall
      require otherwise and dictate that the laws of another state or jurisdiction
      be
      applied in any proceeding, such California law or laws shall be superseded
      by
      this paragraph and the remaining laws of the State of California shall
      nonetheless be applied in such proceeding. In the event that any action is
      instituted in connection with this Agreement, the parties agree that any action
      shall be commenced and maintained in Orange County, California.

     

    6.    Attorneys’
      Fees and Costs:
      Any
      party
      which breaches its obligations under this Release shall be liable for reasonable
      attorneys’
      fees and costs as determined by the Court if litigation is commenced to enforce
      its rights under this Release.

     

    7.    Other
      Terms:
      This
      Release may be pleaded as a full and complete defense to, and the parties hereby
      consent that it may be used as the basis for, an injunction against any action,
      Petition or other proceeding based on claims released by this
      Release.

    


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    8.      
      No
      Admission:
      This
      Release is the compromise of disputed claims. All parties deny liability.
      Neither this Release nor payment is to be considered an admission of liability
      on the part of any signatory hereto.

     

    9.      
      Authority:
      Each
      of
      the undersigned signatories represents that it has the authority to enter into
      this Release on behalf of the party for whom it signs this Release and further
      represents that no portion of any interest in any Claim released or transferred
      hereby has been encumbered or assigned, sold or transferred to any person,
      firm
      or entity. Each of the parties shall indemnify and hold the other party harmless
      from any breach of the provisions of this paragraph.

     

    10.    Benefit:
      This
      Release and each of its provisions shall inure to the benefit of the signatories
      hereto and their respective Beneficiaries.

     

    11.    Counterparts:
      This
      Release may be signed in counterparts and when so signed, shall be deemed one
      instrument. Each of the parties acknowledges that this Release has been entered
      into on the basis that it has had ample time to investigate to determine whether
      or not to enter into this Release. Each of the parties, on the basis of their
      own investigation, has independently determined that it is in that party’s best
      interest to enter into this Release regardless of whether or not the facts
      are
      as that party supposes them to be. Each party represents to the other party
      that
      in entering into this Release it is not relying on the representation of any
      other party or person. Each of the parties is represented by counsel with
      respect to the Claims and this Release and is relying upon the advice of its
      counsel in entering into this Release. Each of the parties agrees that this
      Release is not rescindable and each of the parties waives its right to
      rescission of this Release. In waiving this right to rescission, each of the
      parties acknowledges that it understands that it is intentionally waiving a
      known right to rescind.

    


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    12.    Severability:
      The
      parties hereto understand and agree that if any term and/or provision herein
      is
      deemed unenforceable as a result of any arbitration or other legal proceeding,
      that all remaining terms and provisions of this Release shall remain in full
      force and effect.

     

    13.    Confidentiality:

     

                                   
      a.    The
      parties expressly agree that they shall keep the terms of the settlement and
      this Release strictly confidential. In this regard, the parties and their
      attorneys agree not to disclose, divulge, publish, broadcast, state or otherwise
      indicate to anyone (other than their counsel, accountants, auditors and/or
      tax
      preparers) the terms of this Release, including but not limited to the amount
      of
      the monetary consideration paid hereunder and the substance of any negotiations
      preceding this Release. The parties may respond to inquiries regarding the
      resolution of the claims only by stating that such claims were amicably resolved
      to the parties’ mutual satisfaction, or words of similar
      effect.

     

                                  
      b.     Notwithstanding
      the foregoing, nothing herein shall prohibit or restrict the parties from
      informing their attorneys, accountants, auditors and/or tax preparers of the
      terms of this Release, or from disclosing, if required by reasonable
      interpretation of law or securities regulations, to any governmental or
      regulatory authority, the terms of settlement. The parties understand that,
      as
      part of a consolidated group with a public company (Applied Digital Solutions,
      Inc.), PDSC has an obligation to make securities filings with the SEC that
      disclose the settlement and some or all of its terms. In addition, nothing
      herein shall prohibit any party from complying with a valid subpoena or court
      order requiring production of this Release or disclosure of the terms of this
      Release. Other than objecting to production or disclosure on grounds of the
      confidentiality provision of this

     

     

     

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    Release,
      no party shall bear any obligation to seek an order barring production of this
      Release or disclosure of its terms.

     

    


    


    APPROVED:

    
      	 	 	
              ANNE
                TAHIM, AN ACCOUNTANCY CORPORATION

            
	 	 	
               

               

            
	
              Dated:
                July 11, 2005

            	
              By:

            	
              /s/
                Anne Tahim,
                CPA                                        
                

            
	 	 	
              Anne
                Tahim, CPA

            


    

    


    
      	 	 	 
	
              Dated:
                July 11, 2005

            	
              By:

            	
              /s/
                Anne Tahim,
                CPA                                        
                

            
	 	 	
              Anne
                Tahim, CPA

            


    

     

    
 

    
      	 	 	
              PACIFIC
                DECISION SCIENCES CORPORATION

               

               

            
	
              Dated:
                July 22, 2005

            	
              By:

            	
              /s/
                Larry
                Wasieluski                                          
                

            
	 	 	
              Its
                Authorized Representative

            


    

     

    
 

    
      	 	 	
              APPLIED
                DIGITAL SOLUTIONS

               

               

            
	
              Dated:
                July 8, 2005

            	
              By:

            	
              /s/
                Michael
                Krawitz                                            
                

            
	 	 	
              Its
                Authorized Representative

            


    

    


     

     

     

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    Exhibit
      A

    


    [Letterhead
      of JMBM]

    


    


    


    June
      29,
      2005

    


    


    


    VIA
      FACSIMILE AND ELECTRONIC MAIL

    


    Randall
      J. Dean, Esq.

    Chapman,
      Glucksman & Dean

    11900
      West Olympic Boulevard, Suite 800

    Los
      Angeles, California 90064-7094

    


    Re:       
      Pacific Decision Sciences Corp. v. Tahim

    


    Dear
      Mr.
      Dean:

    


    This
      letter confirms the settlement we have reached in the above-entitled matter
      pursuant to our discussions over the last two days. The material terms of our
      agreement are as follows:

    


    1.  You
      and I
      represent to each other that we have the authority required from each of our
      clients to agree to the foregoing settlement. This document, when executed
      by
      each of us, constitutes a binding settlement agreement between the parties
      within the meaning of Section 664.6 of the California Code of Civil Procedure.
      The attorneys agree in good faith to prepare and execute a mutually agreeable
      release agreement hereafter.

    


    2.  Within
      thirty (30) days from today’s date, CAMICO Mutual Insurance Company shall pay to
      Pacific Decision Sciences Corporation the amount of Five Hundred Forty Thousand
      Dollars ($540,000.00). Anne Tahim, the insured, expressly approves of this
      settlement and payment.

    


    3.  The
      parties will provide each other along with their employees and affiliates with
      complete mutual general releases. In addition to the parties to this lawsuit,
      these releases shall expressly apply to Michael Mangawang, Applied Digital
      Solutions and (within reason) any other affiliates of the parties. Such release
      shall contain a waiver of Section 1542 of the Civil Code. If the parties cannot
      agree on the terms of the release, such dispute shall be submitted to Hon.
      Keith
      Wisot at JAMS for resolution.

    


    4.  The
      payment amount (with exceptions for any accounting and/or reporting obligations
      of PDSC or Applied Digital Solutions) shall be subject to a standard
      confidentiality provision.

    


    
      
        
        

      

      
        
        

        
          

        

      

    

    Randall
      J. Dean, Esq.

    June
      29,
      2005

    Page
      2

    


    


    5.  PDSC
      shall dismiss the pending lawsuit with prejudice within five days after payment
      of the settlement amount.

    


    6.  Each
      of
      us will cooperate with the other in the preparation of a long form settlement
      agreement, which shall incorporate the foregoing terms and provide for the
      customary terms of any settlement of this magnitude. The execution of the long
      form settlement agreement contemplated hereby shall supersede this short form
      agreement. The purpose of the short form agreement and the later mutual release
      agreement to be executed by the parties shall be to end any and all disputes
      between the parties.

    


    Very
      truly yours,

    


    /s/
      Melvin N.A. Avanzado

     

    Melvin
      N.A. Avanzado

    Jeffer,
      Mangels, Butler & Marmaro LLP

    


    ACCEPTED
      AND AGREED

    


    By: /s/
      Randall J.
      Dean                               
      

    Randall
      J. Dean

    Chapman,
      Glucksman & Dean

    Attorneys
      for Defendants