Exhibit 10.30 March 24, 2003 PERSONAL AND CONFIDENTIAL Mr. Garrett A. Sullivan c/o Applied Digital Solutions, Inc. 400 Royal Palm Way, Suite 410 Palm Beach, FL 33480 Re: Letter Agreement between Applied Digital Solutions, Inc. and G. A. Sullivan --------------------------------------------------------------------------- Dear Garry: This will confirm that you and Applied Digital Solutions, Inc. ("ADSX") have agreed to the following: 1. The consideration set forth in this letter agreement ("Agreement") to be provided by ADSX is in full satisfaction of all compensation and other benefits owed to you under your employment agreement and otherwise by ADSX. 2. ADSX shall issue to you, within five months, 7,500,000 shares of common stock of ADSX (the "Shares"). Following such issuance, ADSX shall file for registration of such shares with the Securities and Exchange Commission ("SEC") and shall use its good faith efforts to cause such registration statement to be declared effective as promptly thereafter as possible (and to remain effective for at least one year). ADSX shall advise you immediately when the SEC has issued a no comment letter or declared the registration statement effective. ADSX shall continue your health insurance arrangement currently in place until such registration statement is declared effective or the shares are otherwise tradable pursuant to Rule 144. 3. The number of shares of ADSX stock mentioned in paragraph 2 shall be appropriately adjusted in the event of any stock split, stock dividend, reverse stock dividend or similar event. 4. Except for the obligations set forth in this Agreement, you and ADSX hereby release, remise, acquit, and forever discharge the other from all claims, demands, contracts, agreements (other than option grants), causes of actions, sums of money that either of us may have or may hereafter hence based on any event which has occurred except for releases that are prohibited by law. The foregoing release of and by ADSX includes all of its subsidiaries and Mr. Garrett A. Sullivan March 24, 2003 Page 2 affiliates. In addition your release of ADSX includes ADSX, its subsidiaries, affiliates, and each of their respective employees, officers, agents, attorneys, and representatives. 5. If a shareholder vote is required, ADSX covenants to put such items as requires shareholder approval in the proxy (in which case any time requirements on either party set forth herein shall be extended by such amount of time required by the inclusion in the proxy). 6. We represent that this Agreement has been approved by the Board of Directors of ADSX. 7. YOU ACKNOWLEDGE THAT BY AGREEING TO THIS YOU ARE EXCHANGING SUBSTANTIAL CONSIDERATION (MUCH OR MOST OF WHICH WOULD BE PAYABLE IN CASH) AND OTHER BENEFITS IN EXCHANGE FOR THE CONSIDERATION SET FORTH HEREIN. YOU HAVE BEEN GIVEN THE OPPORTUNITY TO SEEK LEGAL AND OTHER COUNSEL. 8. The provisions of Paragraph 13 (nondisclosure; return of records) of your Employment Agreement shall remain in full force and effect. 9. You represent: (1) The Shares to be received by you hereunder will be acquired for your own account, not as nominee or agent, for investment purposes and not with a view to, or for offer or sale in connection with directly or indirectly, any distribution in violation of the Securities Act of 1933, as amended, or any other applicable securities law ("Securities Act"). (2) You are not a registered broker dealer or engaged in the business of being a broker dealer. (3) You acknowledge (i) that you can bear the economic risk and complete loss of your investment in the Shares and have such knowledge and experience in financial or business matters that you are capable of evaluating the merits and risks of the investment contemplated hereby, and (ii) that there may be material adverse nonpublic information regarding the ADS that could affect the value of the Shares. (4) You are an accredited investor as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act. 10. You will sign such releases and other similar documents as our lender shall require, provided that no such release or other similar document shall obligate you in any way on our loan. Mr. Garrett A. Sullivan March 24, 2003 Page 3 If the foregoing correctly sets forth the understanding between us, please sign and return the enclosed copy of this Agreement. Very truly yours, APPLIED DIGITAL SOLUTIONS, INC. By: -------------------------------------------------- Title: ----------------------------------------------- Read and Agreed to this day of March, 2003. --- - ----------------------------------------------------- Garrett A. Sullivan