EMPLOYMENT AND NON-COMPETE AGREEMENT
This Employment and Non-Compete Agreement ("Employment Agreement") is made this 22nd day of March,
1999 by and between Applied Cellular Technology, Inc., a Missouri corporation, with its principal office located
400 Royal Palm Way, Suite 410, Palm Beach, Florida (the "Employer") and Michael Krawitz (the "Employee").
WHEREAS, Employer is a builder of infrastructure services and solutions for the communications industry, and
WHEREAS, Employer desires to retain the services of the Employee; and
WHEREAS, Employee is willing to be employed by Employer.
NOW, THEREFORE, in consideration of the premises, and the mutual covenants and agreements contained
herein and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. Term of Employment. Subject to the provisions of Section 6 of this Employment Agreement, Employer hereby
agrees to employ Employee for a period of two (2) years (the "Employment Term") commencing as of April 12,
2. Office and Duties.
(a) During the Employment Term, Employee shall serve as an Assistant Vice President and General Counsel of
Employer. In such position, Employee shall have such duties and authority as shall be determined from time to
time by the Chairman of the Board, Senior Vice President-Legal Affairs or his designee. During the Employment
Term, Employee's employment by Employer shall be Employee's exclusive full time employment.
(b) During the Employment Term, Employee shall devote his best efforts to performance of his duties hereunder
and shall not directly or indirectly engage in any other business, profession or occupation for compensation or
otherwise which would conflict with the limitation of such duties without the prior written consent of the Board of
Directors (the "Board"), which consent shall not reasonably be withheld, delayed or conditioned.
(c) Prior to April 12, 2000, Employee shall have