Loan Modification Agreement – Digital Angel Corp. and Bank of America, NA

LOAN MODIFICATION AGREEMENT

THIS LOAN MODIFICATION AGREEMENT (“Agreement“) is made to be
effective as of November 1, 2010 (“Effective Date“), by and
between Digital Holdings, LLC, a Minnesota limited liability company (the
“Borrower“), whose address is 490 Villaume Avenue, South St.
Paul, Minnesota 55075, and Bank of America, N.A., successor by merger to LaSalle
Bank National Association, as Trustee (“Trustee“) for the
Certificateholders of the Morgan Stanely Dean Witter 2001-TOP1 Commercial
Mortgage Securities Trust, acting by and through its special servicer Berkadia
Commercial Mortgage LLC (“Special Servicer“),
whose address is c/o Berkadia Commercial Mortgage LLC, 700 North Pearl Street,
Suite 2200, Dallas, Texas 75201.

Recitals

A. Principal Life Insurance Company (“Lender“), made a loan
(“Loan“) in the original principal amount of TWO MILLION FIVE
HUNDRED THOUSAND AND NO/100 DOLLARS ($2,500,000.00) to Borrower.

B. To evidence the Loan, Borrower executed and delivered to Lender that
certain Secured Promissory Note dated October 30, 2000
(“Note“), payable to the order of Lender in the original
principal sum of TWO MILLION ONE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS
($2,150,000.00), bearing interest and being payable as therein provided.

C. Payment of the Note is secured by, among other instruments, that certain
Mortgage and Security Agreement dated October 30, 2000
(“Mortgage“) (the Note, Mortgage and all other instruments
evidencing or securing the Loan, as same may have been modified or amended shall
be collectively referred to as the “Loan Documents“), executed
by Borrower for the benefit of Lender, encumbering, among other property, that
certain parcel of real property located in Dakota County, Minnesota, which is
more particularly described on Exhibit A attached hereto and incorporated
herein for all purposes (“Property“).

D. Payment of the Note is further secured by a separate Guaranty agreement
(“Guaranty“) dated October 30, 2000, by and between Principal
Life Insurance Company (and its successors and assigns) and Applied Digital
Solutions, Inc., a Delaware Corporation. Applied Digital Solutions, Inc. changed
its legal name to Digital Angel Corporation on June 20, 2008.

E. In connection with the Loan, Borrower also executed an Assignment of
Leases and Rents (“ALR“) dated October 30, 2000, in favor of
Principal Life Insurance Company, and recorded on December 6, 2000 as Document
Number 1736224 in Dakota County, Minnesota.

F. The Mortgage is recorded as Document No. 1736223 of the Office of the
County Recorder, Dakota County, Minnesota, said Mortgage and the record thereof
being incorporated herein for all purposes.

G. Pursuant to the transfer of the mortgage loans to the trust fund, Lender
assigned the Note, the Mortgage, the ALR and the other Loan Documents
(hereinafter defined) to Trustee.

H. Trustee, as successor in interest and assignee of Lender, has succeeded to
the interest of Lender under the Loan Documents.

I. A Default has occurred under the Note and Loan Documents due to the
Borrower153s failure to make required principal and interest payments when due
(the “Existing Default“);

J. Borrower and Trustee now desire to modify certain terms and provisions of
the Loan Documents as more specifically provided herein.

NOW THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and upon express condition that
the lien of the Mortgage is and shall remain a valid, first and subsisting lien
upon the property described therein (“Collateral“), Borrower
and Trustee hereby agree as follows:

1. Incorporation of Recitals and Definitions. Trustee
and Borrower hereby acknowledge the accuracy of the foregoing recitals as a
substantive part of this Agreement. Except as specifically defined herein, all
capitalized terms used in the recitals and in the body of this Agreement shall
have the definitions ascribed therefore in the Loan Documents.

2. Satisfaction of Conditions Precedent. Trustee153s
obligations under this Agreement and the enforceability of the modifications of
the Loan Documents as set forth herein are specifically conditioned upon and
subject to the occurrence of each of the following conditions (collectively, the
“Conditions Precedent“):

a. Closing Date. Time is of the essence of each of Borrower153s
obligations under this Agreement. This Agreement must be fully executed and all
conditions herein satisfied no later than February 28, 2011. The date upon which
this Agreement is fully executed and Borrower satisfies all conditions herein is
referred to as the “Closing Date“.

b. Executed Agreement. Trustee shall have received one (1) counterpart
of this Agreement duly executed by Borrower and Guarantor.

c. Payment of Principal. Borrower shall pay $25,000.00 (Twenty Five
Thousand Dollars) (“Closing Payment“) on the Closing Date. The
Closing Payment shall be applied to outstanding principal under the terms of the
Loan Documents.

d. Payment of Principal and Interest. On or before the Closing Date,
Borrower shall have paid any and all outstanding principal and accrued interest
payments due under the terms of the Loan Documents as of the Closing Date based
on the modified terms of the Loan Documents as set forth in this Agreement
(“Principal and Interest Payment“).

e. Payment of Past Due Real Estate Taxes. On or before the Closing
Date, Borrower shall pay all real estate taxes and assessments assessed or
levied against the Premises (as defined in the Loan Documents) that are past due
as of the Closing Date.

f. Payment of Tax and Insurance Escrows. On or before the Closing
Date, Borrower shall pay all Tax and Insurance Escrows, as defined in Section
5.2 of the Loan Agreement as modified by Section 3 below, which became due on or
before the Closing Date.

g. No Event of Default. No event of default, as that term is defined
in the Loan Documents, shall have occurred and be continuing under the terms of
any of the Loan Documents on the Effective Date;

h. Expenses and Costs. In addition to all amounts due to Trustee under
Section 15, Borrower shall have also paid all costs and expenses incurred by
Borrower, Trustee, Wells Fargo Bank National Association (“Master
Servicer“), and Special Servicer in connection with the negotiation,
preparation, and execution of this Agreement, including but not limited to
attorney fees, appraisal fees, environmental fees, title insurance, UCC fees,
and recording fees. Borrower shall be obligated to pay these fees if Borrower
fails to close on this Agreement for any reason except upon the event that this
Agreement does not comply with the Pooling and Servicing Agreement or this
Agreement is not accepted by the delegated authorities.

i. Representations and Warranties. The representations and warranties
of the Borrower as set forth in Section 4 of this Agreement shall be true,
accurate and correct as of the Effective Date.

3. Modification of the Loan Documents. Upon
satisfaction of all the Conditions Precedent outlined herein, the Loan Documents
are hereby amended as follows:

a. Extension of Maturity Date: The Maturity Date set forth in the Loan
Document is modified and extended to November 1, 2011 (“Modified
Maturity Date“).

b. Option to Extend the Maturity Date: Borrower is granted the option
to extend the Modified Maturity Date for an additional six months to May 1,
2012. To exercise this option, Borrower must notify Lender of its intent to
exercise the option no later than September 30, 2011. If Borrower elects to
exercise this option, Borrower must pay $25,000.00 (Twenty Five Thousand
Dollars) (“Exercise Option Payment“) at such time the option is
exercised. The Exercise Option Payment shall be applied to outstanding principal
and accrued interest payments due under the terms of the Loan Documents.

c. Extension Payment. Borrower shall pay $24,714.76 to be paid in
installment payments as follows: $6,178.69 on March 1, 2011; $6,178.69 on April
1, 2011; $6,178.69 on May 1, 2011; and $6,178.69 on June 1, 2011
(“Extension Payments“). The Extension Payments
will be deemed made as of Closing Date. Borrower153s failure to make any of the
Extension Payments when due shall be a default under this Agreement and under
the Loan Documents.

d. Monthly Payments. This Agreement does not modify the principal or
interest due under the Loan Documents. Borrower shall pay principal and interest
payments in accordance with the terms and schedule set forth in the Note and
Loan Documents.

e. Continuation of Escrow and Reserve Payments. This Agreement also
does not modify any escrow or reserve payments due under the Loan Documents
except that Section 5.2(A)(i) of the Loan Agreement is revised to read as
follows: “one-twelfth of the annual estimated taxes and assessments assessed or
levied against the Premises, and”. During all periods Borrower shall continue to
pay any and all escrow and reserve payment contemplated in the Loan Documents
and this Agreement and shall continue to pay any other expenses related to the
Property, including without limitation, real estate taxes, insurance,
maintenance fees, improvements and all other expenses necessary to comply with
the terms of the Mortgage, Loan Documents, and this Agreement.

f. Default Rate Interest and Late Charges. Subject to Borrower153s
strict compliance with the terms and conditions set forth in this Agreement and
as long as no default under this Agreement or the Loan Documents has occurred,
Trustee agrees to refrain from exercising against Borrower any remedies
available under the Loan Documents based on the default rate interest and late
charge fees that are in due on the Closing Date (Default Rate Interest
and Late Charge“). Upon payment of the Note in full and Borrower153s
satisfaction of all obligations under this Agreement and the Loan Documents, and
subject to Borrower153s strict compliance with the terms and conditions set forth
in this Agreement and as long as no default under this Agreement or the Loan
Documents has occurred, Trustee agrees to waive the Default Rate
Interest and Late Charges. If Borrower defaults under
this Agreement or the Loan Documents, the Default Rate Interest and Late Charges
shall become immediately due and payable and Borrower153s failure to pay the
Default Rate Interest and Late Charges shall be a default under this Agreement
and under the Loan Documents.

4. Representations and Warranties of Borrower.
Borrower hereby represents and warrants, in addition to any other
representations and warranties contained herein, in the Loan Documents or any
other document, writing or statement delivered or mailed to Trustee by Borrower
as follows:

a. Borrower has taken all necessary and appropriate action for the approval
of this Agreement and the authorization of the execution, delivery and
performance hereof.

b. The execution, delivery and performance by Borrower of this Agreement and
all related Loan Documents are within the power of Borrower and have been duly
authorized by all necessary action on the part of Borrower, do not require any
approval or consent, or the filing with any governmental agency or authority, do
not violate any provisions of any law, rule or regulation or any provision of
any order, writ, judgment, injunction, decree, determination or award presently
in effect in which Borrower is named or any provision of the charter or
organizational documents of Borrower, and do not result in a breach of or
constitute a default under any agreements or instruments to which Borrower is a
party or by which it or any of their properties are bound.

c. Borrower acknowledges, represents and warrants that it is justly indebted
to Trustee in the principal amount of $1,957,994.51, as set forth in the Loan
Documents and this Agreement, as of January 30, 2011 and that the recitals are
true and correct.

d. Borrower acknowledges that Trustee shall have no obligation to make any
loans or advances under the Loan Documents unless expressly provided for in this
Agreement.

e. Borrower represents and warrants that the Collateral of Borrower is free
and clear of any and all liens, charges and encumbrances except for the liens
and security interests granted to Trustee pursuant to the Loan Documents.

f. To its knowledge, as of the Effective Date, the Property is in compliance
in all respect with all local, state and federal laws, ordinances, rules and
regulations of any governmental authority applicable to Borrower or the
Property.

g. As of the Effective Date, Borrower acknowledges that Trustee has duly
performed all of its obligations under the Loan Documents.

h. To its knowledge, except as specifically amended herein, all
representations, warranties and other assertions of fact contained in the Loan
Documents continue to be true, accurate and complete.

5. Continuing Forbearance. Subject to Section 6
below, the Trustee shall forbear from exercising its rights and remedies under
the Loan Documents or applicable law until the earlier of: (i) the Modified
Maturity Date, (ii) failure by the Borrower to perform its obligations under
this Agreement, or (iii) the occurrence of any default under the Loan Documents,
other than those existing and known to the Trustee on the date of this
Agreement.

6. Default. Subject to notice and cure rights as set
forth in the Loan Documents, in the event of an occurrence of any default under
this Agreement or the Loan Documents, including without limitation, the
Borrower153s failure to make any payment to Trustee (i) in accordance with
Sections 2 or 3 herein or (ii) due and payable on the applicable payment date as
set forth in the payment schedule set forth in the Loan Documents, the Trustee
shall have the right but not the obligation to foreclose on the Property. Upon
notice by Trustee to Borrower of Trustee153s desire to foreclose on the Property,
the Borrower agrees to execute and enter into voluntary foreclosure agreements,
or deeds in lieu of foreclosure and any documents associated with deeds in lieu
of foreclosure with Trustee for all mortgages executed by of the Borrower in
favor of Trustee, regardless of whether such mortgages are set forth in the
recitals of this Agreement. The Borrower agrees that the type of agreement,
whether it be a voluntary foreclosure agreement or a deed in lieu of
foreclosure, as well as the date such agreement shall be executed, shall be
determined by Trustee in its sole discretion. The Borrower hereby agrees to
fully cooperate with respect to entering into and effectuating the agreements
and foreclosures chosen by Trustee and to promptly do all acts and things and
execute all documents, including, but not limited to a power of attorney in
favor of Trustee, that may be required, in Trustee153s sole discretion, to
voluntarily foreclose on the Property in Borrower153s name.

7. Continuing Effect. The Loan Documents, with the
terms of this Agreement, constitute the entire agreement between the parties as
to the transaction contemplated by this Agreement and the Loan Documents and
shall continue in full force and effect. Trustee and Borrower agree and
acknowledge that this Agreement shall comprise a modification of the Loan
Documents executed in compliance with the provisions of the Loan Documents only
in the event that the Conditions Precedent set forth in Section 2 of this
Agreement are fully satisfied. Borrower hereby renews and extends the lien of
the Mortgage until all obligations evidenced by the Note or secured by the
Mortgage, have been paid or performed in full. All other terms, conditions,
provisions, representations and warranties set forth in the Loan Documents not
specifically modified hereby shall remain unchanged and the liability thereunder
and the continued enforceability of the Loan Documents is hereby acknowledged,
confirmed and ratified by Borrower. This Agreement shall, wherever possible, be
construed in a manner consistent with the Loan Documents; provided, however, in
the event of any irreconcilable inconsistency between the terms of this
Agreement and the terms of the Loan Documents, the terms of this Agreement shall
control.

8. Affirmative Covenants. By entering into this
Agreement, Borrower further undertakes to comply with the obligations, terms and
covenants as contained in this Agreement and the Loan Documents. Additionally,
Borrower covenants that this Agreement constitutes a legal, valid and binding
obligation of Borrower, enforceable against Borrower in accordance with its
terms.

9. Waiver. No provision hereof shall constitute a
waiver by Trustee of any of the terms or conditions of the Loan Documents other
than those terms or conditions expressly modified herein. Borrower hereby
represents, warrants, covenants and agrees that there exists no offsets,
counterclaims or defenses to payment or performance of the obligations set forth
in the Loan Documents and, in consideration hereof, expressly waives any and all
such offsets, counterclaims and defenses arising out of any alleged acts,
transactions or omissions on the part of Trustee on or prior to the Effective
Date hereof.

10. Release of Claims. Borrower, and any guarantors
and other obligors, on behalf of themselves and their respective successors and
assigns (collectively and individually, “Borrower Parties“),
hereby fully, finally and completely RELEASE AND FOREVER DISCHARGE Lender,
Trustee, Master Servicer, Special Servicer and their respective servicers,
successors, assigns, affiliates, subsidiaries, parents, officers, shareholders,
directors, employees, attorneys, agents and properties, past, present and
future, and their respective heirs, successors and assigns (collectively and
individually, “Trustee Parties“), of and from any and all
claims, controversies, disputes, liabilities, obligations, demands, damages,
debts, liens, actions and causes of action of any and every nature whatsoever,
known or unknown, whether at law, by statute or in equity, in contract or in
tort, under state or federal jurisdiction, and whether or not the economic
effects of such alleged matters arise or are discovered in the future, which
Borrower Parties have as of the Effective Date or may claim to have against
Trustee Parties arising out of or with respect to any and all transactions
relating to the Loan or the Loan Documents occurring on or before the Effective
Date, including any loss, cost or damage of any kind or character arising out of
or in any way connected with or in any way resulting from the acts, actions or
omissions of Trustee Parties occurring on or before the Effective Date. The
foregoing release is intended to be, and is, a full, complete and general
release in favor of Trustee Parties with respect to all claims, demands,
actions, causes of action and other matters described therein, including
specifically, without limitation, any claims, demands or causes of action based
upon allegations of breach of fiduciary duty, breach of any alleged duty of fair
dealing in good faith, economic coercion, usury, or any other theory, cause of
action, occurrence, matter or thing which might result in liability upon Trustee
Parties, arising or occurring on or before the Effective Date. Notwithstanding
the generality of the foregoing, the release delivered herein shall exclude any
and all claims, controversies, disputes, liabilities, obligations, demands,
damages, debts, liens, actions and causes of action resulting solely from the
fraudulent or intentional wrongful acts of the Trustee Parties. Borrower Parties
understand and agree that the foregoing general release is in consideration for
the agreements of Trustee contained herein and that they will receive no further
consideration for such release.

11. Bankruptcy. Any other provision of this Agreement
notwithstanding, the terms of the modification herein are expressly conditioned
upon Trustee153s never having any payments under the Loan Documents recovered,
avoided or set aside pursuant to any provision of the United States Bankruptcy
Code or any non-bankruptcy preference, fraudulent conveyance or fraudulent
transfer avoidance or recovery statute. In the event that any payments from
Borrower are ever recovered, avoided or set aside as aforesaid, the modification
under the Loan Documents provided for herein shall be automatically void and of
no further force or effect whatsoever, and Trustee shall, thereupon, be entitled
to exercise all of the Trustee153s rights and remedies under the Loan Documents.
In addition, any costs or expenses incurred by Trustee in defending its right to
enforce the terms of the Loan Documents in effect without the modification
herein, shall automatically be added to the Loan. This Section 11 shall survive
the expiration or termination of this Agreement. Notwithstanding the foregoing,
in the event only a portion of the payments made by Borrower is recovered,
avoided or set aside, then Trustee shall be entitled to retain the remainder of
the payments not so recovered, avoided or set aside, and apply said sum to the
amount due under the Loan Documents.

12. Usury Savings Clause. Notwithstanding anything to
the contrary contained elsewhere in this Agreement, Borrower and Trustee hereby
agree that all agreements between them under this Agreement and with respect to
the Loan, whether now existing or hereafter arising and whether written or oral,
are expressly limited so that in no contingency or event whatsoever shall the
amount paid, or agreed to be paid, to Trustee for the use, forbearance, or
detention of the money loaned to Borrower, or for the performance or payment of
any covenant or obligation contained herein or therein, exceed the maximum rate
of interest under applicable law (“Maximum Rate“). If from any
circumstance whatsoever, fulfillment of any provisions of this Agreement at the
time performance of such provisions shall be due shall involve transcending the
limit of validity prescribed by law, then, automatically, the obligation to be
fulfilled shall be reduced to the limit of such validity, and if from any such
circumstance Trustee should ever receive anything of value deemed interest by
applicable law which would exceed the Maximum Rate, such excessive interest
shall be applied to the reduction of the principal amount owing with respect to
the Loan or on account of the other indebtedness secured by the Loan Documents
and not to the payment of interest, or if such excessive interest exceeds the
unpaid principal balance of the Loan and such other indebtedness, such excess
shall be refunded to Borrower. All sums paid or agreed to be paid to Trustee for
the use, forbearance, or detention of the Loan and other indebtedness of
Borrower to Trustee shall, to the extent permitted by applicable law, be
amortized, prorated, allocated and spread throughout the full term of such
indebtedness until payment in full so that the actual rate of interest on
account of all such indebtedness is uniform throughout the actual term of the
Loan or does not exceed the Maximum Rate throughout the entire term of the Loan,
as appropriate. The terms and provisions of this Section 12 shall control every
other provision of this Agreement and all other agreements between Borrower and
Trustee.

13. Further Assurance. Borrower agrees to execute
from time to time such instruments, documents, or agreements as requested by
Trustee to create, perfect, or protect Trustee153s liens and security interests
referred to herein and any other liens and security interests of Trustee or in
order to carry out the transactions contemplated by this Agreement or any other
agreement of Borrower with Trustee.

14. Expenses and Costs. Borrower shall be responsible
for the payment of all fees and out-of-pocket disbursements incurred by Trustee
in any way arising from or in connection with this Agreement, the Loan
Documents, and/or the obligations, including, without limitation:

a. the fees of legal counsel for Trustee for the preparation, examination and
approval of this Agreement and all documents in connection with this Agreement,
and such fees and costs shall be paid on or before the Closing Date; and

b. all fees and out-of-pocket disbursements incurred by Trustee, including
reasonable attorneys153 fees and appraisal fees, in any way arising from or in
connection with any action taken by Trustee, to monitor, advise, enforce or
collect the payments under the Loan Documents or enforce any other obligations
of Borrower under this Agreement, the Loan Documents, or any other document or
agreement arising from or relating to the business relationship between Trustee
and Borrower or otherwise securing any obligations to Trustee, including,
without limitations, any actions to lift the automatic stay or to otherwise in
any way participate in any bankruptcy, reorganization or insolvency proceeding
of Borrower any actions in relation to or in defense of any litigation
instituted by Borrower, or any third-party against Trustee arising from or
relating to this Agreement, the Loan Documents, or the business relationship
between Borrower and Trustee, including any so-called “lender liability”
actions.

15. Miscellaneous Terms.

a. Amendment. This Agreement may not be modified in any manner, except
by written agreement signed by all parties hereto. This Agreement shall bind all
of the parties hereto and their respective heirs, personal representatives,
successors, and assigns.

b. Interpretation. Wherever possible, each provision of this Agreement
shall be interpreted in such a manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provisions of this Agreement.

c. Entire Agreement. This Agreement constitutes the entire agreement
and understanding between the parties with respect to the subject matter hereof.
This Agreement supersedes all previous and contemporaneous negotiations,
commitments, understandings and agreements between the parties which shall
survive the execution and delivery of this Agreement. No parole evidence shall
be permitted to contradict or vary the terms hereof.

d. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original and all of which taken together
shall constitute the same agreement. Any counterpart may be delivered as a
facsimile transmission which shall be considered an original signature.

e. Headings. The headings of the various paragraphs and sections in
this Agreement are for convenience of reference only and shall not be deemed to
modify or restrict the terms or provisions hereof. This Agreement shall not be
construed more strictly against Trustee merely by virtue of the fact that the
same has been prepared by Trustee or its counsel, it being recognized that
Borrower and Trustee have contributed substantially and materially to the
preparation of this Agreement, and each of Borrower and Trustee waives any claim
contesting the existence and the adequacy of the consideration given by any of
the other parties hereto in entering into this Agreement.

f. Right to Counsel. Borrower acknowledges that it has had full
benefit and advice of counsel of its own selection, or the opportunity to obtain
the benefit and advice of counsel of its own selection, in regard to
understanding the terms, meaning and effect of this Agreement, and that this
Agreement has been entered into by Borrower freely, voluntarily, with full
knowledge, and without duress, and that in executing this Agreement, Borrower is
relying on no other representations, either written or oral, express or implied,
made to it by any other party hereto, and that the consideration hereunder
received has been actual and adequate.

g. Governing Law. The terms and conditions of this Agreement shall be
governed by and construed in accordance with the laws of the State of Minnesota
and the applicable laws of the United States.

h. Waiver of Jury Trial. Borrower hereby
agrees not to elect a trial by jury of any issue triable of right by jury, and
waives any right to trail by jury fully to the extent that any such right shall
now or hereafter exist with regard to this Agreement or the Loan Documents, or
any claim, counterclaim or other action arising in connection therewith. This
waiver of right to trial by jury is given knowingly and voluntarily by Borrower,
and is intended to encompass individually each instance and each issue as to
which right to trail by jury would otherwise accrue. Trustee is hereby
authorized to file a copy of this Section in any proceeding as conclusive
evidence of this waiver by Borrower.

[Signature Pages Follow]

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

TRUSTEE:

BANK OF AMERICA, N.A., SUCCESSOR BY MERGER TO LASALLE BANK NATIONAL ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF MORGAN STANLEY DEAN WITTER CAPITAL I, INC., COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2001 TOP1


	By:	Berkadia Commercial Mortgage LLC a Delaware corporation
	Its:	Special Servicer

		By: ___________________________________________
		Name: _________________________________________
		Its: ___________________________________________

STATE OF TEXAS )

) ss.

COUNTY OF DALLAS )

The foregoing instrument was acknowledged before me this ______ day of
_______, 2011, by _________________, as ___________________ of Berkadia
Commercial Mortgage LLC, a limited liability company duly organized and existing
under the laws of the State of Delaware, on behalf of said limited liability
company

____________________________

Notary Public

Printed Name: _________________

My Commission Expires:

_____________________

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

			BORROWER: DIGITAL ANGEL HOLDINGS, LLC a Minnesota limited liability company


			By:
			Name:
			Title:
STATE OF ___________________	)
	)	ss.
COUNTY OF __________________	)

The foregoing instrument was acknowledged before me this ________ day of
______, 2011, by ___________________, _______________ of DIGITAL ANGEL HOLDINGS,
LLC, a Minnesota limited liability company, on behalf of said limited liability
company.

_____________________________

Notary Public

Printed Name: _________________

My Commission Expires:

_____________________

The undersigned Guarantor DIGITAL ANGEL CORPORATION f/k/a APPLIED DIGITAL
SOLUTIONS, INC. (“Guarantor“) under a Guaranty dated October
30, 2000, by and between Principal Life Insurance Company (and its successors
and assigns) and Applied Digital Solutions, Inc., a Delaware Corporation, joins
in the execution of this Loan Modification Agreement for the purposes of
acknowledging his agreement and consent to the terms and conditions hereof and
agreeing and confirming that the execution and delivery hereof shall in no way
extinguish release, modify, reduce, impair, terminate or adversely affect any of
the obligations or liabilities of the undersigned under the terms of its
Guaranty except to the extent provided for in this Loan Modification Agreement.
Guarantor further acknowledges that it changed its legal name from Applied
Digital Solutions, Inc. to Digital Angel Corporation on June 20, 2008 by filing
a Certificate of Amendment of Certificate of Incorporation of Applied Digital
Solutions, Inc. with the Delaware Secretary of State.

			GUARANTOR: DIGITAL ANGEL CORPORATION, a Delaware Corporation

			By:
			Name:
			Title:
STATE OF ___________________	)
	)	ss.
COUNTY OF __________________	)

The foregoing instrument was acknowledged before me this _____ day of
___________, 2011, by _____________________.

_____________________________

Notary Public

Printed Name: _________________

My Commission Expires: _____________________

TRUSTEE IS NOT REQUIRED TO HAVE GUARANTOR JOIN IN THE EXECUTION OF
THIS AGREEMENT. PURSUANT TO THE TERMS OF THE GUARANTY, GUARANTOR EXPRESSLY
CONSENTED AND AGREED TO ANY ALTERATION OF THE LOAN DOCUMENTS. GUARANTOR ALSO
EXPRESSLY WAIVED HIS RIGHT TO NOTICE OF THIS AGREEMENT UNDER THE GUARANTY.
TRUSTEE IS IN NO WAY WAIVING ANY RIGHT PROVIDED FOR UNDER THE GUARANTY OR
ASSUMING ANY RESPONSIBILITY TO PROVIDE NOTICE IN THE FUTURE BEYOND WHAT IS
PROVIDED FOR IN THE GUARANTY. THIS CONSENT DOES NOT IN ANY WAY RELEASE OR
CONSTITUTE AN ACCORD AND SATISFACTION OR NOVATION OF THE GUARANTY.

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