ASSET PURCHASE AGREEMENT

Exhibit 2.1

Execution Copy

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this “Agreement”) is made as of the 2 ^nd day of June 2008 by and among Customer Service Delivery Platform Corporation, a California corporation (''Buyer’’), and Applied Digital Solutions, Inc., a Delaware corporation (“ADS”), and Pacific Decision Sciences Corporation, a Delaware corporation (“PDSC”). (ADS and PDSC are sometimes hereinafter collectively referred to as “Seller”).

WHEREAS, Seller wishes to sell the Assets (as defined below); and

WHEREAS, Buyer wishes to purchase the Assets on the terms and conditions provided in this Agreement.

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein and intending to be legally bound, and for such other good consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller hereby agree as follows:

ARTICLE 1
PURCHASE AND SALE OF ASSETS

Assets Being Purchased

Section 1.01. PDSC shall sell, and by its authorized signature below does hereby assign, transfer and convey, to Buyer, and Buyer shall purchase, and by its authorized signature below does hereby purchase and accept from PDSC, on the terms specified in this Agreement, any and all of the assets, both real and personal and both tangible and intangible, of PDSC, herein called “the Assets,’’ including, but without limitation, all the assets shown on the attached schedules marked ''Exhibit A’’ and “Schedule 1” attached hereto and made a part hereof for all purposes;

Notwithstanding anything contained herein to the contrary, Buyer shall not and is not assuming any liabilities of Seller under any circumstances.

No further documentation shall be required to transfer the Assets from PDSC to Buyer. However, to the extent reasonably required by any third parties, PDSC will execute all additional documents requested by Buyer and in form and content reasonably acceptable to Seller to effectuate the intent of this Agreement, provided that Buyer shall prepare all such documents at its sole cost and expense.

Execution Copy

Purchase Price

Section 1.02. Buyer shall pay to PDSC at the Closing, the sum of Two Million Dollars ($2,000,000.00) which shall be represented by a Secured Promissory Note in favor of PDSC (the “Note”, a true and correct copy of which is attached hereto as Exhibit “B” and made a part hereof for all purposes) in full payment of the purchase price of all of the Assets described in Section 1.01 of this Agreement (the “Purchase Price”). PDSC acknowledges that it has invoiced and received payment for such consulting services in the amount of $172,883, which has been credited against the Purchase Price. Buyer acknowledges that it has received an additional credit of $27,137 towards the Purchase Price in satisfaction of certain issues between Buyer and PDSC regarding laptop computers and financial statements. (The foregoing credits of $172,883 and $27,137, respectively, are included in and have been reflected in the principal amount of the Note of One Million Eight Hundred Thousand Dollars ($1,800,000.00)). The Note shall be secured by all of the assets of the Buyer as more specifically set forth in a Security Agreement of even date of the Note (the “Security Agreement” a true and correct copy of which is attached hereto as Exhibit “C” and made a part hereof for all purposes). Notwithstanding anything contained herein or in the Note to the contrary, all outstanding invoices owed for consulting services between Buyer and Seller for any prior services rendered to any client shall be cancelled.

Section 1.03. The purchase and sale described in and covered by this Agreement shall be conducted and consummated in and conditioned upon the full compliance with all the requirements of the Uniform Commercial Code-Bulk Sales Division and the General Corporation Law of the State of California, to the extent applicable.

ARTICLE 2
REPRESENTATIONS AND WARRANTIES BY SELLER

Each Seller hereby represents and warrants to Buyer that as of the Closing Date:

Section 2.01. Each Seller has been duly organized and validly exists as a corporation in good standing under the laws of the State of its incorporation and that its powers as a corporation have never been and are not now suspended or limited in any way.

Powers

Section 2.02. Each Seller is duly qualified in each state in which it transacts business for the business which it conducts and is not in default of any such state’s applicable federal, state or local laws, rules and regulations unless, in either instance, the failure to take such action is not reasonably likely (either individually or in the aggregate) to cause a Material Adverse Effect (hereby defined as an effect or condition that individually or in the aggregate is materially adverse to (i) the Assets taken as a whole; (ii) the business, results of operations, or financial condition of Seller’s business taken as a whole; or (iii) each software product taken individually.) Each Seller has authority and legal right to execute and deliver, engage in the transactions contemplated by, and perform and observe the terms and conditions of, this Agreement. Each Seller has all requisite corporate or other power, and has all governmental licenses, authorizations, consents and approvals necessary to own its assets and carry on its business as now being or as proposed to be conducted, except where the lack of such licenses, authorizations, consents and approvals would not be reasonably likely to have a Material Adverse Effect.

Execution Copy

Section 2.03. Each Seller has all necessary corporate or other power, authority and legal right to execute, deliver and perform its obligations under this Agreement. This Agreement is duly authorized, executed and delivered by Seller, all requisite or other corporate action having been taken, and each is valid, binding and enforceable against Seller in accordance with its terms except as such enforcement may be affected by bankruptcy, by other insolvency laws, or by general principles of equity.

Section 2.04. The execution, delivery and performance by each Seller of this Agreement do not conflict with any term or provision of the certificate of incorporation or by-laws of such Seller or any law, rule, regulation, order, judgment, writ, injunction or decree applicable to such Seller of any court, regulatory body, administrative agency or governmental body having jurisdiction over such Seller, which conflict would have a Material Adverse Effect and will not result in any violation of any such mortgage, instrument, agreement or obligation to which such Seller is a party.

Section 2.05. All information, reports, exhibits, schedules, financial statements or certificates of each Seller or any of their officers furnished or to be furnished to Buyer in connection with the initial or any ongoing due diligence of the Buyer, are true and complete in all material respects and do not omit to disclose any material facts necessary to make the statements herein or therein, in light of the circumstances in which they are made, and are not misleading. All financial statements have been prepared in accordance with GAAP, except that all footnotes, which may otherwise be required under GAAP, are omitted.

Approvals

Section 2.06. No consent, approval, authorization or order of, registration or filing with, or notice to any governmental authority or court is required under applicable law in connection with the execution, delivery and performance by any Seller of this Agreement, or such consent, approval, authorization, order or notice has been obtained or provided as so required, except with respect to filings made after the Closing to satisfy applicable securities laws.

Litigation

Section 2.07. There are no actions, suits, arbitrations, investigations (including, without limitation, any of the foregoing which are pending or threatened) or other legal or arbitrable proceedings affecting any of the Assets being sold pursuant to this Agreement.

Execution Copy

Title of Assets

Section 2.08. PDSC warrants and represents that PDSC has good and marketable title to all assets covered by this Agreement. PDSC further warrants that title to all such assets is free and clear of any liens, encumbrances, or other defects.

Taxes

Section 2.09. Seller has timely filed all tax returns that are required to be filed by it and have paid all taxes, except for any such taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided. The charges, accruals and reserves on the books of Seller in respect of taxes and other governmental charges are, in the opinion of Seller, adequate.

Books and Records

Section 2.10. All books and records including accounts receivable being transferred to Buyer in connection with this Agreement are true and correct in all material respects.

Agreements

Section 2.11. No Seller is a party to any agreement, instrument, or indenture or subject to any restriction materially and adversely affecting its business, operations, assets or financial condition. No Seller is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement, instrument, or indenture which default would reasonably be expected to have a Material Adverse Effect. No holder of any Indebtedness of any Seller or of any of its subsidiaries has given notice of any asserted default thereunder.

Section 2.12. Each Seller has made its own independent decisions to enter into the transaction contemplated by this Agreement (the “Transaction”) and as to whether the Transaction is appropriate and proper for it based upon its own judgment and upon advice from such advisors (including without limitation, legal counsel and accountants) as it has deemed necessary. No Seller is relying upon any advice from Buyer as to any aspect of the Transaction, including without limitation, the legal, accounting or tax treatment of such Transaction.

Further Assurances

Section 2.13. Each Seller further warrants that, except for the sale described in this Agreement, it and its Board of Directors have taken no action and will take no action prior to the Closing of the to materially change any condition of the Assets.

Survival of Warranties

Section 2.14. Each Seller agrees that all warranties made by it in this Agreement shall survive the consummation of the sale and the Closing described in this Agreement, for a period of eighteen (18) months after the Closing Date.

Execution Copy

ARTICLE 3
REPRESENTATIONS AND WARRANTIES BY BUYER

Buyer hereby represents and warrants to Seller as of the Closing Date:

Section 3.01. Buyer has been duly organized and validly exists as a corporation in good standing under the laws of the State of its incorporation and that its powers as a corporation have never been and are not now suspended or limited in any way.

Powers

Section 3.02. Buyer is duly qualified in each state in which it transacts business for the business which it conducts and is not in default of any such state’s applicable federal, state or local laws, rules and regulations unless, in either instance, the failure to take such action is not reasonably likely (either individually or in the aggregate) to cause a Material Adverse Effect (hereby defined as an effect or condition that individually or in the aggregate is materially adverse to the business, results of operations, or financial condition of Buyer’s business taken as a whole). Buyer has authority and legal right to execute and deliver, engage in the transactions contemplated by, and perform and observe the terms and conditions of, this Agreement.

Section 3.03. Buyer has all necessary corporate or other power, authority and legal right to execute, deliver and perform its obligations under this Agreement. This Agreement is duly authorized, executed and delivered by Buyer, all requisite or other corporate action having been taken, and each is valid, binding and enforceable against Buyer in accordance with its terms except as such enforcement may be affected by bankruptcy, by other insolvency laws, or by general principles of equity.

Section 3.04. The execution, delivery and performance by Buyer of this Agreement do not conflict with any term or provision of the certificate of incorporation or by-laws of such Buyer or any law, rule, regulation, order, judgment, writ, injunction or decree applicable to such Seller of any court, regulatory body, administrative agency or governmental body having jurisdiction over such Buyer, which conflict would have a Material Adverse Effect and will not result in any violation of any such mortgage, instrument, agreement or obligation to which such Buyer is a party.

Execution Copy

Approvals

Section 3.05. No consent, approval, authorization or order of, registration or filing with, or notice to any governmental authority or court is required under applicable law in connection with the execution, delivery and performance by Buyer of this Agreement.

Litigation

Section 3.06. There are no actions, suits, arbitrations, investigations (including, without limitation, any of the foregoing which are pending or threatened) or other legal or arbitratable proceedings affecting Buyer’s ability to purchase the Assets being sold pursuant to this Agreement.

Disclosure

Section 3.07. Buyer’s representations and warranties made in this Agreement are true and complete in all material respects and do not omit to disclose any material facts necessary to make the statements herein or therein, in light of the circumstances in which they are made, and are not misleading.

Survival of Warranties

Section 3.08. Buyer agrees that all warranties made by it in this Agreement shall survive consummation of the sale and the Closing for a period of eighteen (18) months after the Closing Date.

ARTICLE 4
OPERATION OF BUSINESS

Reserved.

ARTICLE 5
CONDITIONS OF SALE

Conditions to Buyer’s Performance

Section 5.01. Buyer shall be under no obligation to perform any provision of this Agreement and may cancel the sale and purchase described in this Agreement if at the time set for the Closing, any of the following conditions have not been met:

(a)  Software Issues . Verification and approval of intellectual property (software and all related source codes and other documentation) exist and can be delivered to Buyer, which condition Buyer agrees has already been satisfied;

(b)  Organizational Documents . Each Seller has provided to Buyer: (i) a certificate of the corporate secretary of each of Seller reasonably satisfactory to Buyer; (ii) certified copies of each Seller’s charter, bylaws, and corporate resolutions approving the sale of the Assets to Buyer; and (iii) all documents evidencing other necessary corporate action, governmental approvals or other consents, approvals, authorizations, orders and/or notices have been obtained and/or provided as may be required in connection with this Agreement.

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(c)  Good Standing Certificate . Each Seller has provided to Buyer a certified copy of a good standing certificate from the jurisdiction of organization of each Seller, dated as of no earlier than the date twenty (20) business days prior to the Closing Date.

(d)  Incumbency Certificate . Each Seller has provided to Buyer an incumbency certificate of the corporate secretary of each Seller dated as of no earlier than ten (10) business days prior to closing, certifying the names, true signatures and titles of the representatives duly authorized to execute this Agreement.

(e)  Due Diligence Review . Buyer shall have completed, to its satisfaction, its due diligence review of the Assets, which review has been completed to Buyer’s satisfaction.

(f)  No Default . No default or Event of Default under this Agreement shall have occurred and be continuing.

(g)  Representations and Warranties . At the Closing the representations and warranties made by each Seller shall be true, correct and complete on and as of such Closing Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).

Conditions to Seller’s Performance

Section 5.02. Seller shall be under no obligation to perform any provision of this Agreement and may cancel the sale and purchase described in this Agreement if at the time set for the Closing, any of the following conditions have not been met:

(a)  Purchase Price . Buyer has delivered to PDSC the executed Note and Security Agreement.

(b)  Organizational Documents . Buyer has provided to Seller: (i) a certificate of the corporate secretary of Buyer reasonably satisfactory to Seller; (ii) certified copies of Buyer’s charter, bylaws, and corporate resolutions approving the purchase of the Assets from Seller and the execution and delivery of the Note and Security Agreement; and (iii) all documents evidencing other necessary corporate action or governmental approvals as may be required in connection with this Agreement.

(c)  Incumbency Certificate . Buyer has provided to Seller an incumbency certificate of the corporate secretary of Buyer, certifying the names, true signatures and titles of the representatives duly authorized to execute this Agreement.

(d)  Good Standing Certificate . Buyer has provided to Se