Tax Sharing Agreement - Applied Digital Solutions Inc. and Intellesale.com Inc.


                        APPLIED DIGITAL SOLUTIONS, INC./
                              INTELLESALE.COM, INC.
                              TAX SHARING AGREEMENT


                  THIS  AGREEMENT  dated as of October  __,  1999,  by and among
APPLIED   DIGITAL   SOLUTIONS,    INC.,   a   Missouri    corporation   ("ADS"),
Intellesale.com, Inc., a Delaware corporation ("Intellesale"), and Intellesale's
domestic   affiliates  that  are   signatories  to  this  Agreement   (each,  an
"Intellesale Subsidiary"). Defined terms are set forth in Article I.

                  WHEREAS,  ADS is the  common  parent  of the ADS  Consolidated
Group and such group includes  Intellesale  and other members of the Intellesale
Sub Group.  The ADS Consolidated  Group files a Consolidated  Federal Income Tax
Return;

                  WHEREAS,  ADS  expects  that,  as a result  of the sale of the
common stock of  Intellesale,  pursuant to an initial public  offering  ("IPO"),
Intellesale will cease to be a member of the ADS Consolidated Group; and

                  WHEREAS,  ADS  and  Intellesale  desire  to  set  forth  their
agreement on the proper  allocation among ADS,  Intellesale and their respective
Affiliates  of  foreign,  federal,  state and local  Taxes  incurred  in taxable
periods  beginning  prior  to  (and  in  certain  respects,  subsequent  to) the
Deconsolidation Date and their respective obligations in respect of the same;

                  NOW, THEREFORE, in consideration of their mutual promises, the
parties hereby agree as follows:

                  1.       Definitions.

                           (a)      As used in this Agreement:

                  "ADS  Consolidated  Group" means,  with respect to any taxable
period,   the  corporations  which  are  members  of  the  affiliated  group  of
corporations  of which ADS is the common  parent  (within the meaning of Section
1504 of the Code).

                  "ADS  Income  Tax  Liability"  means  (i) the ADS Sub  Group's
allocable share of the liability for Federal Taxes of the ADS Consolidated Group
for all periods that the ADS Sub Group were members of such group  determined as
if the  members  of  the  ADS  Sub  Group  were  the  only  members  of the  ADS
Consolidated Group; (ii) the ADS Sub Group's allocable share of the Consolidated
Non-Federal  Tax  liability  of the ADS Sub Group for all periods they joined in
the filing of a Tax Return in respect of a Consolidated Non-Federal Tax with ADS
determined as if the members of the ADS Sub Group were the only members included
in such Tax Return;  and (iii) any liability  resulting from any Income Taxes of
the ADS Sub Group  with  respect to any  Post-Deconsolidation  Tax Period or any
Income Taxes of the ADS Sub Group  allocated  to such group  pursuant to Section
2(c) hereof.  The parties intend that the ADS Sub Group's allocable share of the



liability for Federal Taxes or Consolidated  Non-Federal  Taxes as determined in
clause (i) or (ii) above,  when added to the Intellesale  Sub Group's  allocable
share of the liability for Federal Taxes or Consolidated  Non-Federal  Taxes for
the same period will equal 100% of the  liability  for Federal  Taxes of the ADS
Consolidated  Group or Consolidated  Non-Federal Taxes for such period, and that
any difference shall be allocated  between the ADS Sub Group and the Intellesale
Sub Group in proportion to the amount  determined under clause (i) or (ii) above
with respect to both the ADS Sub Group and the Intellesale Sub Group.

                  "ADS Indemnitee" means ADS and its Affiliates.

                  "ADS  Sub  Group"  means,  jointly  and  severally,   the  ADS
Consolidated Group, but does not include any corporation that is a member of the
Intellesale Sub Group.

                  "Affiliate"  of any  person  means  any  person,  corporation,
partnership or other entity directly or indirectly controlling, controlled by or
under  common  control  with  such  person  excluding  any  shareholder  of ADS.
References  herein to an  Affiliate  of ADS  shall  mean any  Affiliate  of ADS,
excluding on or after the Deconsolidation Date, Intellesale, any subsidiaries of
Intellesale, of which Intellesale owns at least fifty percent (50%) of the total
combined voting power, and all shareholders of Intellesale. References herein to
an Affiliate of Intellesale shall exclude ADS, all subsidiaries of ADS which are
not subsidiaries of Intellesale and all shareholders of Intellesale.

                  "After-Tax  Amount" means an amount that shall be equal to the
hypothetical  after-tax  amount of the indemnity  payment due hereunder,  taking
into account the  hypothetical  Tax  consequences of the payments or accruals of
the  amounts  which  give  rise  to  the  indemnity  obligation.  References  to
"After-Tax basis",  "hypothetical Tax consequences" and "hypothetical  After-Tax
amount" refer to calculations of Tax at the maximum statutory rate (or rates, in
the  case of an item  that  affects  more  than one  Tax)  applicable  to an ADS
Indemnitee or an  Intellesale  Indemnitee,  as the case may be, for the relevant
year. Such After-Tax  Amount shall take into account the benefit or detriment in
a subsequent  period of an item of adjustment  which gives rise to an Indemnitee
payment.

                  "Applicable Rate" means the interest rate determined under the
provisions of sections 6621 and 6622 of the Code.

                  "Code" means the Internal Revenue Code of 1986, as amended.

                  "Consolidated  Non-Federal  Tax" means,  with  respect to each
foreign, state or local taxing jurisdiction, any income or franchise Tax payable
to any such jurisdiction in which Intellesale or any of its Affiliates is or may
be liable for such Tax on a consolidated,  combined or unitary basis with ADS or
any of its Affiliates.

                  "Consolidated  Federal Income Tax Return" means any Tax Return
with  respect  to  Federal  Income  Taxes  filed on a  consolidated  basis  when
Intellesale or one or more of its Affiliates join in filing such Tax Return with
ADS or one or more ADS Affiliate.

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                  "Deconsolidation"  shall  mean  any  event  pursuant  to which
Intellesale ceases to be a member of the ADS Consolidated Group.

                  "Deconsolidation  Date" means the date that Intellesale ceases
to be a member of the ADS Consolidated Group as determined under Treas. Reg. ss.
1.1502-76(b).

                  "Federal   Tax"   means  any   United   States   net   income,
environmental, excise, alternative or add-on minimum Tax.

                  "Final  Determination"  means:  (i) with  respect  to  Federal
Taxes, (A) a  "determination"  as defined in section 1313(a) of the Code, or (B)
the date of acceptance by or on behalf of the Internal  Revenue  Service of Form
870-AD (or any successor  form  thereto) as a final  resolution of tax liability
for any taxable  period,  except that a Form 870-AD (or successor  form thereto)
that  reserves the right of the  taxpayer to file a claim for refund  and/or the
right of the Internal  Revenue Service to assert a further  deficiency shall not
constitute a Final  Determination with respect to the item or items so reserved;
(ii) with respect to Taxes other than Federal Taxes, any final  determination of
liability in respect of a Tax provided for under applicable law; (iii) any final
disposition  by  reason  of  the   expiration  of  the  applicable   statute  of
limitations; and (iv) the payment of Tax by the ADS Sub Group or the Intellesale
Sub Group,  whichever is  responsible  for payment of such Tax under  applicable
law, with respect to any item  disallowed by a Taxing  Authority,  provided that
the  provisions  of Section  6(b) hereof have been  complied  with,  or, if such
Section 6(b) is inapplicable, that the party responsible under the terms of this
Agreement  for such Tax is  notified  by the party  paying  such Tax that it has
determined  that no action should be taken to recoup such  disallowed  item, and
the other party agrees with such determination.

                  "Income Taxes" means any Federal Tax, foreign,  state or local
income or  franchise  tax or other tax  measured  by income and all other  taxes
reported on returns  which include  federal,  state or local income or franchise
taxes or other taxes measured by income,  together with any interest,  penalties
or additions to tax imposed with respect thereto.

                  "Income Tax Return" means any foreign, federal, state or local
consolidated  or  separate  Tax  Return  which  reports  Income  Taxes  of  ADS,
Intellesale or their Affiliates.

                  "Intellesale  Income Tax Liability"  means (i) the Intellesale
Sub  Group's  allocable  share of the  liability  for  Federal  Taxes of the ADS
Consolidated  Group for all periods that the  Intellesale Sub Group were members
of such group determined as if the members of the Intellesale Sub Group were the
only members of the ADS  Consolidated  Group;  (ii) the  Intellesale Sub Group's
allocable share of the Consolidated Non-Federal Tax liability of the Intellesale
Sub Group for all  periods  they joined in the filing of a Tax Return in respect
of a Consolidated  Non-Federal Tax with ADS, determined as if the members of the
Intellesale Sub Group were the only members  included in such Tax Return;  (iii)
any liability  resulting from any Income Taxes of the Intellesale Sub Group with
respect  to any  Post-Deconsolidation  Tax  Period  or any  Income  Taxes of the
Intellesale Sub Group allocated to such party for any taxable period  commencing
at the  Deconsolidation  Date  pursuant  to Section  2(c)  hereof;  and (iv) any
Federal Tax  liability  or any other  Income Tax  liability of any member of the

                                       3


Intellesale Sub Group attributable to any period prior to the date any member of
the Intellesale  Sub Group became a member of the ADS  Consolidated  Group.  The
parties intend that the Intellesale Sub Group's allocable share of the liability
for Federal Taxes or Consolidated  Non-Federal Taxes as determined in clause (i)
or (ii) above when added to the ADS Sub Group's allocable share of the liability
for Federal  Taxes or  Consolidated  Non-Federal  Taxes for the same period will
equal 100% of the liability for Federal Taxes of the ADS  Consolidated  Group or
Consolidated  Non-Federal Tax for such period,  and that any difference shall be
allocated  between the Intellesale Sub Group and the ADS Sub Group in proportion
to the amount determined under clause (i) or (ii) above with respect to both the
Intellesale Sub Group and the ADS Sub Group.

                  "Intellesale  Indemnitee"  means  Intellesale  and each of its
Affiliates.

                  "Intellesale   Sub  Group"  means,   jointly  and   severally,
Intellesale  and any  subsidiaries  of Intellesale  which would be members of an
affiliated  group of corporations if Intellesale  were the common parent (within
the meaning of Section 1504 of the Code).

                  "Other Taxes" means taxes other than Income Taxes.

                  "Post-Deconsolidation Tax Period" means a tax period beginning
after the Deconsolidation Date.

                  "Pre-Deconsolidation   Tax   Period"   means  any  tax  period
beginning before the Deconsolidation Date.

                  "Tax" means (A) any net income, alternative or add-on minimum,
gross  income,  gross  receipts,  sales,  use, ad valorem,  franchise,  profits,
license,   withholding,   payroll,  employment,   excise,  transfer,  recording,
severance, stamp, occupation, premium, property, environmental,  custom duty, or
other  tax,  governmental  fee or other  like  assessment  or charge of any kind
whatsoever,  together  with any  interest  and any  penalty,  addition to tax or
additional  amount imposed by any  governmental  authority  responsible  for the
imposition of any such domestic or foreign tax (a "Taxing  Authority");  and (B)
any liability of Intellesale,  ADS or any of their Affiliates (or, in each case,
any successor in interest  thereto by merger or otherwise),  as the case may be,
for the  payment  of any  amounts  of the type  described  in clause (A) for any
taxable period  resulting from the  application of Treasury  Regulation  Section
1.1502-6  or,  in the case of any  Consolidated  Non-Federal  Tax,  any  similar
provision applicable under State law.

                  "Tax  Assets"  means any Tax Item that could reduce the amount
of Tax liability,  including a net operating loss, net capital loss,  investment
Tax credit,  foreign  Tax credit,  charitable  deduction  or credit  relative to
alternative minimum tax or any other Tax credit.

                  "Tax Item" means any item of income,  gain, loss, deduction or
credit or other attribute that may increase or decrease a Tax.

                                       4


                  "Tax  Return"  means  all  reports,   estimates,   extensions,
information statements and returns relating to or required by law to be filed in
connection with the determination,  assessment or collection of any Taxes and in
the case of consolidated or combined tax returns,  by ADS,  Intellesale or their
Affiliates on behalf of the Intellesale Sub Group,  and all information  returns
(e.g.,  Form W-2, Form 1099) and reports  relating to Taxes and employee benefit
plans of ADS, Intellesale or their Affiliates.

                           (b) Any  term  used in this  Agreement  which  is not
defined in this Agreement shall, to the extent the
context  requires,  have the meaning  assigned  to it in the Code or  applicable
Treasury Regulations thereunder.

                  2.       Income Taxes.

                           (a)      Applicable  Agreements.  On  and  after  the
Deconsolidation  Date,  this  Agreement  shall  constitute  the sole Tax Sharing
Agreement between the ADS Sub Group and the Intellesale Sub Group, and except as
otherwise  provided in this  Agreement,  all such  agreements,  if any, shall be
terminated  effective  as of the  end  of the  Deconsolidation  Date.  Any  such
termination  shall not be effective as to any right or obligation of the ADS Sub
Group or the Intellesale Sub Group with respect to any third party.

                           (b)      Filing Returns.

                                    (i)  ADS  shall  prepare  (or  cause  to  be
                                    prepared)  and file (or  cause to be  filed)
                                    for all taxable periods ending with or prior
                                    to the Deconsolidation Date all Consolidated
                                    Federal  Income Tax Returns for ADS, the ADS
                                    Consolidated  Group,  the ADS Sub Group, the
                                    Intellesale   Sub   Group   and  all   other
                                    consolidated,   combined   or  unitary   Tax
                                    Returns for such entities. Included as a Tax
                                    Return  to be filed by ADS  pursuant  to the
                                    preceding   sentence  is  the   Consolidated
                                    Federal   Income   Tax  Return  of  the  ADS
                                    Consolidated  Group for the year of the IPO,
                                    which  will  include  all income and loss of
                                    ADS for such year and the income and loss of
                                    the Intellesale Sub Group for the portion of
                                    such  year  ending  on  the  Deconsolidation
                                    Date.

                                    (ii)  Intellesale  shall be responsible  for
                                    preparing  and filing all Income Tax Returns
                                    required  to be filed by or on behalf of the
                                    Intellesale  Sub  Group,   for  all  taxable
                                    periods beginning after the  Deconsolidation
                                    Date.

                                    (iii)  Those   Income  Tax  Returns  of  the
                                    Intellesale  Sub  Group  which  include  any
                                    taxable period  beginning  before and ending
                                    after  the  Deconsolidation  Date  shall  be
                                    prepared   by   Intellesale   and  filed  by
                                    Intellesale  on a basis which is  consistent
                                    with  the   manner   in  which  ADS  or  its

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                                    Affiliates  filed  such Tax  Returns  in the
                                    past,   unless  a  contrary   treatment   is
                                    required by law.

                                    (iv)  The   Intellesale   Sub  Group  hereby
                                    irrevocably designates ADS as its agent (and
                                    the agent of all Intellesale Affiliates) for
                                    the  purpose of taking  any and all  actions
                                    necessary or incidental to the filing of any
                                    Tax  Return  required  to be  filed  by  ADS
                                    pursuant  to this  Agreement  or filing  any
                                    amended   Consolidated  Federal  Income  Tax
                                    Return  or   Consolidated   Non-Federal  Tax
                                    Return in respect of any  adjustment  of Tax
                                    attributable  to  any  period  during  which
                                    Intellesale   was  a   member   of  the  ADS
                                    Consolidated   Group  or  any   Consolidated
                                    Non-Federal  Group.  ADS shall fully  inform
                                    Intellesale in writing, prior to taking such
                                    actions,  of  all  actions  to be  taken  on
                                    behalf  of  Intellesale.  Intellesale  shall
                                    provide  ADS  with a Power  of  Attorney  in
                                    respect  of  the  filing  of  such  returns.
                                    Notwithstanding   any   indication   to  the
                                    contrary   in  this   Section   2(b)(iv)  or
                                    elsewhere in this  Agreement,  ADS shall not
                                    have  the   authority   as  agent   for  the
                                    Intellesale  Sub Group  (or any  Intellesale
                                    Affiliate)  or  pursuant  to  the  Power  of
                                    Attorney to take a position  with respect to
                                    a Tax Item,  on a Tax Return  required to be
                                    filed by ADS  pursuant to this  Agreement or
                                    any amended  Consolidated Federal Income Tax
                                    Return  or   Consolidated   Non-Federal  Tax
                                    Return,   that  is  inconsistent   with  the
                                    position  taken in the past with  respect to
                                    such Tax Item or that  could  reasonably  be
                                    expected to affect adversely the Intellesale
                                    Sub Group or any Intellesale  Affiliate with
                                    respect  to  Tax  Returns  filed  after  the
                                    Deconsolidation Date.

                           (c)      Allocation of Tax Liability.  For   purposes
of  allocation  of  Income  Tax  liability,  between  the ADS Sub  Group and the
Intellesale Sub Group for purposes of this  Agreement,  the  deconsolidation  of
Intellesale   shall  be  effective   for  Income  Tax  purposes  in  all  taxing
jurisdictions as of the end of the Deconsolidation Date (even though the laws of
a particular Taxing  jurisdiction do not recognize a short Tax period in respect
to the  issuance  of common  stock of  Intellesale  for  purposes  of defining a
Consolidated Group). For purposes of this Section 2(c), the Income Taxes for the
portion of the taxable period up to and including the Deconsolidation Date shall
be determined  on the basis of an interim  closing of the books as of the end of
the Deconsolidation Date.

                           (d)      Tax Refunds.  Intellesale  shall be entitled
to,  and ADS  agrees to  promptly  pay to  Intellesale,  an amount  equal to all
foreign,  federal,  state and local Tax refunds and interest thereon, if any was
paid or credited (including,  without limitation,  as a credit or offset against
any other Taxes) (collectively "Refunds"),  received by the ADS Sub Group to the
extent  attributable to any Taxes for which  Intellesale has indemnified the ADS
Sub Group pursuant to this Agreement.

                                       6


                           (e)      ADS  Indemnification.  The ADS   Sub   Group
will jointly and severally  indemnify each  Intellesale  Indemnitee  against and
hold it harmless  from (i) any ADS Income Tax  Liability  and (ii) all liability
for fees, costs and expenses (including but not limited to reasonable attorneys'
fees) arising out of or incident to any proceeding  before any Taxing  Authority
or any judicial authority with respect to any amount  indemnifiable under clause
(i) of this section 2(e).

                           (f)      Intellesale Indemnification. The Intellesale
Sub Group will jointly and severally  indemnify each ADS Indemnitee  against and
hold it harmless  from (i) any  Intellesale  Income Tax  Liability  and (ii) all
liability  for  fees,  costs  and  expenses  (including,  but  not  limited  to,
reasonable attorneys' fees) arising out of or incident to any proceedings before
any  Taxing  Authority  or any  judicial  authority  with  respect to any amount
indemnifiable  under  clause (i) of this Section 2(f) or with respect to Section
3(c).

                           (g)      Indemnification  Payments.  ADS, the ADS Sub
Group and the  Intellesale Sub Group shall  discharge  their  obligations  under
Sections  2(e) and 2(f) hereof by paying an After-Tax  Amount  within 30 days of
demand therefor.  Notwithstanding  the foregoing,  if either  Intellesale or ADS
disputes  the fact or the amount of an  obligation  under  Section 2(e) or 2(f),
then no payment shall be required  until any such good faith dispute is resolved
in accordance with Section 13(b) hereof; provided,  however, that any amount not
paid within 30 days of demand  therefor  shall bear  interest at the  Applicable
Rate from the date on which such demand was made until the date of payment.

                           (h) Taxes on Issuance.  Any tax  liability for Income
Taxes  attributable to the issuance by Intellesale of Intellesale stock shall be
and remain the sole  liability  of  Intellesale  and the ADS Sub Group shall not
have any responsibility therefor.

                  3.       Carrybacks; Other Tax Adjustments.

                           (a)      If allowable by applicable law,  Intellesale
will permit,  in it's sole discretion,  the use in any  Pre-Deconsolidation  Tax
Period  of the  Intellesale  Sub  Group  of any Tax  Asset by ADS  arising  in a
Post-Deconsolidation  Tax Period.  Likewise, if allowable by applicable law, ADS
will permit,  in it's sole discretion,  the use in any  Pre-Deconsolidation  Tax
Period  of the ADS Sub  Group  or  Intellesale  Sub  Group  of any Tax  Asset by
Intellesale arising in a Post-Deconsolidation  Tax Period. The benefit from such
Tax Assets shall be considered  equal to (i) the excess of the amount of Federal
Taxes or  Consolidated  Non-Federal  Taxes,  as the case may be, that would have
been  payable  by  the  ADS  Consolidated  Group  or any  relevant  Consolidated
Non-Federal  Group in the  absence  of such  carryback  over (ii) the  amount of
Federal or Consolidated  Non-Federal Taxes, as the case may be, actually payable
by the ADS Consolidated  Group or relevant  Consolidated  Non-Federal Group. ADS
shall pay to  Intellesale  50% of the benefit of such Tax Asset.  Payment of the
amount of such benefit shall be made within 30 days of the receipt by ADS of any
refund,  credit or other offset attributable  thereto. Such amount payable shall
not exceed 50% of the amount that would have been  received  if the  Intellesale
Sub Group or the ADS Sub  Group,  as the case may be,  had  filed as a  separate
consolidated group.


                                       7


                           (b)  At  either  ADS  or  Intellesale's  request  and
expense,  the other party shall undertake those actions reasonably  necessary to
enable such party to receive the benefit of any Tax Asset.

                           (c)  If,   subsequent   to  the  payment  by  ADS  to
Intellesale of any amount referred to in Section 3(a) above,  there shall be (A)
a Final  Determination  under applicable law of a deficiency of Federal Taxes or
Consolidated  Non-Federal  Taxes of the ADS  Consolidated  Group or the relevant
group filing  Consolidated  Non-Federal Tax Returns, on the grounds that the Tax
Asset giving rise to such payment was in fact not available in whole or in part,
or (B) a Final  Determination  resulting  from an audit of the  Intellesale  Sub
Group (or any successor  thereto)  which results in a reduction of any Tax Asset
so carried back,  Intellesale  shall repay to ADS,  within 30 days of such Final
Determination,  an After-Tax  Amount  reflecting the amount which would not have
been  payable to  Intellesale  pursuant to this  Section 3 had the amount of the
benefit been determined in light of such event.

                           (d) ADS and the members of the ADS Sub Group agree to
pay  Intellesale  the detriment to the  Intellesale  Sub Group (or any successor
thereto) from an adjustment to the ADS Income Tax Liability  which results in an
increase  of  Intellesale  liability  for any  Post-Deconsolidation  Tax Period.
Intellesale  and the members of the  Intellesale  Sub Group agree to pay ADS the
benefit received by the Intellesale Sub Group (or any successor thereto) from an
adjustment  to the ADS Income Tax  Liability  which  results in a  reduction  of
Intellesale   liability   for  any   Post-Deconsolidation   Tax   Period.   Such
detriment/benefit shall be considered equal to the difference between the amount
of Federal Taxes or Non-Federal  Taxes, as the case may be, that would have been
payable  by the  Intellesale  Sub  Group  and the  amount  of  Federal  Taxes or
Non-Federal  Taxes, as the case may be, actually  payable by the Intellesale Sub
Group,  taking into account such adjustment.  Payment of such  detriment/benefit
shall  be made  within  30 days  of the  filing  of the  applicable  Tax  Return
(including, without limitation, any amended or estimated return) for the taxable
period for which the  benefit is  utilized.  Intellesale  agrees to file such an
applicable Tax Return as soon as practicable  after receiving notice from ADS to
the effect  that such an  adjustment  to the ADS Income Tax  Liability  had been
made.

                  4.       Other Taxes.

                  Liability  for  Other  Taxes  of  the  Intellesale  Sub  Group
(including any Tax liability in respect of the operations of the Intellesale Sub
Group prior to the  Deconsolidation  Date  whether or not such  operations  were
conducted  as a  division  of  ADS)  shall  be the  sole  responsibility  of the
Intellesale Sub Group,  and liability for all Other Taxes that are  attributable
to the ADS Sub Group (other than any  operations of any of the  Intellesale  Sub
Group operated as a division of ADS) shall be the sole responsibility of the ADS
Sub  Group.  The ADS Sub Group and the  Intellesale  Sub  Group  each  agrees to
indemnify and hold the other harmless in accordance with such undertaking.

                  Any Tax liabilities (including, but not limited to, sales Tax,
stock  transfer  Tax,  documentary  Tax and start-up  Tax)  attributable  to the
Deconsolidation,  including a public offering of Intellesale stock, shall be the

                                       8


sole  responsibility of Intellesale and none of the members of the ADS Sub Group
shall have any responsibility therefor.

                  5.       Additional Covenants.

                           (a)  Intellesale  and ADS shall  cooperate (and shall
cause  each of their  Affiliates  to  cooperate)  fully at such  time and to the
extent  reasonably  requested  by the  other  parties  in  connection  with  the
preparation  and filing of any  return,  claim for a refund or other  claim with
respect  to Taxes or the  conduct  of any audit,  dispute,  proceeding,  suit or
action  concerning  any return,  amounts  indemnifiable  hereunder  or any other
matter  contemplated   hereunder.   Such  cooperation  shall  include,   without
limitation,  the  following:  (i) the retention and provision for  inspection on
reasonable  request  of  books,  records,  documentation  or  other  information
relating  to any  return  until the  expiration  of the  applicable  statute  of
limitation (giving effect to any extension,  waiver or mitigation thereof); (ii)
the provision of additional  information  and  explanation of material  provided
under clause (i) of this Section 5(a);  (iii) the execution of any document that
may be necessary or helpful in connection  with the filing of any return by ADS,
Intellesale or any Affiliate of either, or any audit, proceeding, suit or action
addressed  in the  preceding  sentence;  and (iv) the use of the  parties'  best
efforts to obtain any  documentation  from a  governmental  authority or a third
party that may be necessary or helpful in connection with the foregoing.

                           (b) ADS and Intellesale  shall advise each other with
respect to any proposed Tax adjustments  relating to the ADS Consolidated  Group
or any other consolidated, combined or unitary group of which Intellesale or its
Affiliates have filed with ADS or any of its Affiliates which are the subject of
any Internal Revenue Service or other Tax authority, audit or investigation,  or
are the subject of any  proceeding or  litigation,  and which may affect any Tax
attribute of any of the Intellesale  Sub Group or the ADS Sub Group  (including,
but not limited to, basis in an asset or the amount of earnings and profits).

                           (c) ADS and  Intellesale,  as the case may be,  shall
promptly  furnish to the other upon receipt a copy of any revenue agent's report
or  similar  report,  notice of  proposed  adjustment,  or notice of  deficiency
received  by  ADS,  any  Affiliate  of ADS,  Intellesale,  or any  Affiliate  of
Intellesale,  as the  case  may  be,  relating  to the  other  party's  (or  its
Affiliate's)  obligations  under  Sections  2 or 3  hereof,  or  any  adjustment
referred to in Section 5(c) hereof.  ADS and Intellesale shall cooperate to keep
each other  fully  informed  with  respect to any  development  relating  to all
matters described in this Agreement.

                           (d) ADS shall not without the prior  written  consent
of  Intellesale  modify or make any  election  (except as  required by law) with
respect to Taxes  affecting or binding on  Intellesale  or any of its Affiliates
for any taxable period  beginning after the  Deconsolidation  Date.  Intellesale
shall not, without the prior written consent of ADS, modify or make any election
(except as required by law) with  respect to Taxes  affecting  or binding on the
ADS Sub Group for any taxable period.

                                       9


                  6.       Cooperation and Contest.

                           (a) ADS  shall  have  control  over  all  matters  in
respect of any Tax Return filed by ADS, or any Tax audit,  dispute or proceeding
(whether  administrative or judicial)  relating to any Tax matters in respect of
any Tax  Return  filed by ADS.  ADS shall  promptly  notify  Intellesale  of any
inquiries  from the Internal  Revenue  Service or any other Tax authority  which
relate to matters  described  in  Sections  2(f) and 3.  Intellesale  shall have
control  over all matters in respect of any Tax Return filed by  Intellesale  or
any Tax audit,  dispute  or  proceeding  (whether  administrative  or  judicial)
relating to any Tax matters in respect of any Tax Return  filed by  Intellesale.
Intellesale shall promptly notify ADS of any inquiries from the Internal Revenue
Service  or any other  Tax  authority  which  relate  or may  relate to  matters
described in Sections 2(e) and 3.

                           (b) No settlement of any Internal  Revenue Service or
other Tax  authority  audit  relating to any matter  which would cause a payment
under Sections 2(e), 2(f) or 3 shall be accepted or entered into by or on behalf
of the party  entitled  to receive a payment  under  Sections  2(e),  2(f) or 3,
whichever is  applicable  (the  "Indemnitee"),  unless (x) the party  ultimately
responsible  for such  payment  under  Sections  2(e),  2(f) or 3,  whichever is
applicable (the "Indemnitor"),  consents thereto in writing (which consent shall
not be unreasonably withheld), or (y) the Indemnitor does not consent and it has
provided the Indemnitee with an opinion of its counsel that there is substantial
authority for the Indemnitor's position.

                           (c) In the event that a judgment of the United States
Tax  Court or other  court  of  competent  jurisdiction  results  in an  adverse
determination with respect to any issue which would cause Intellesale to pay ADS
any amount under Sections 2(f) or 3,  Intellesale  shall have the right to cause
ADS to appeal  from such  adverse  determination  at  Intellesale's  expense  if
Intellesale  delivers to ADS an opinion  from its counsel  that such appeal will
more likely than not succeed.

                  7.       Payments.

                  All Payments to be made hereunder shall be made in immediately
available funds and, unless  otherwise  provided  herein,  within 30 days of the
date determined herein.

                  8.       Notices.

                  All notices,  demands,  claims, or other  communications under
this  Agreement  shall be in writing and shall be deemed to have been given upon
the delivery or mailing thereof, as the case may be, if delivered  personally or
sent by certified  mail,  return  receipt  requested,  postage  prepaid,  to the
parties at the  following  addresses  (or at such  other  address as a party may
specify by notice to the other):

                                       10

              If to ADS, to:

                                    APPLIED DIGITAL SOLUTIONS, INC.
                                    400 Royal Palm Way, Suite 410
                                    Palm Beach , Florida  33480
                                    Attention:  Chief Financial Officer
                                    Fax:  (561) 366-0002

              If to Intellesale, to:

                                    INTELLESALE.COM, INC.
                                    2047 Route 130 North
                                    Burlington, New Jersey  08016
                                    Attention:  Chief Financial Officer
                                    Fax:  (973) 694-1616

                  9.       Costs and Expenses.

                  Except as expressly  set forth in this  Agreement,  each party
shall bear its own costs and expenses incurred  pursuant to this Agreement.  ADS
shall receive  reimbursement  for any expenses in respect of any Return filed by
ADS on behalf of Intellesale. Such expenses shall include any services performed
by ADS on behalf of Intellesale at the rate of $150 per hour for officers of ADS
and $50 per hour for non-officers of ADS.

                  10.      Termination and Survival.

                  Notwithstanding  anything in this  Agreement to the  contrary,
this Agreement  shall remain in effect and its provisions  shall survive for the
full period of all  applicable  statutes  of  limitation  (giving  effect to any
extension, waiver or mitigation thereof).

                  11.      Section Headings.

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

                  12.      Amendments; No Waivers.

                           (a) Any provision of this Agreement may be amended or
waived if, and only if, such  amendment  or waiver is in writing and signed,  in
the case of an amendment, by ADS and Intellesale or, in the case of a waiver, by
the party against whom the waiver is to be effective.

                           (b) No  failure  or delay by any party in  exercising
any right,  power or privilege  hereunder  shall operate as a waiver thereof nor
shall any  single or  partial  exercise  thereof  preclude  any other or further
exercise thereof or the exercise of any other right, power or privilege.

                                       11


                  13.      Governing Law and Interpretation.

                           (a) This Agreement shall be governed by and construed
in accordance with the laws of the State of Missouri.

                           (b) Any disagreement  between the parties hereto with
respect to this  Agreement,  other than Sections 2 and 3, not resolved by mutual
agreement  of the  parties  shall be settled by  arbitration  in the City of St.
Louis,  State  of  Missouri  in  accordance  with  the  Rules  of  the  American
Arbitration Association,  and judgment upon the award so rendered may be entered
in any court having jurisdiction thereof.

                  14.      Counterparts.

                  This  Agreement  may be executed in one or more  counterparts,
each of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.

                  15.      Assignment.

                  This  Agreement  shall be binding  upon and shall inure to the
benefit of the parties hereto and their respective successors,  provided that no
party  may  assign,  delegate  or  otherwise  transfer  any  of  its  rights  or
obligations  under this  Agreement  without  the  consent  of the other  parties
hereto.


                        --------------------------------


                                       12



        THIS AGREEMENT CONTAINS BINDING ARBITRATION PROVISIONS WHICH MAY
                          BE ENFORCED BY THE PARTIES.

                  IN WITNESS  WHEREOF,  the  parties  hereto have  executed  and
delivered this Agreement as of the day and year first above written.

APPLIED DIGITAL SOLUTIONS, INC.                  PORT PARTIES, LTD.



By: ___________________________                  By: ___________________________
    Its:  President                                  Its:  President


Intellesale.COM, INC.                            BLUE STAR ELECTRONICS, INC.



By: ___________________________                  By: ___________________________
    Its:  President                                  Its:  President


PIZARRO RE-MARKETING, INC.                       CONSOLIDATED MICRO
                                                 COMPONENTS, INC.



By: ___________________________                  By: ___________________________
    Its:  President                                  Its:  President


NORCOM RESOURCES, INC.                           DATA PATH TECHNOLOGIES, INC.



By: ___________________________                  By: ___________________________
    Its:  President                                  Its:  President


CYBERTECH STATION, INC.                          INTERNET MARKETING AND
                                                 RESEARCH, INC.



By: ___________________________                  By: ___________________________
    Its:  President                                  Its:  President


                                       13


GDB SOFTWARE SERVICES, INC.                      BOSTEK, INC.


By: ___________________________                  By: ___________________________
    Its:  President                                  Its:  President


SERVICE TRANSPORT COMPANY                        FISCAL ADVANTAGE CORPORATION



By: ___________________________                  By: ___________________________
    Its:  President                                  Its:  President






                                       14