Exhibit 10.5

                          REGISTRATION RIGHTS AGREEMENT

      THIS  REGISTRATION  RIGHTS  AGREEMENT.  dated as of  December  14th,  2000
between Wanquay Limited ("Purchaser") and Advanced Communications  Technologies,
Inc. (the "Company").

      WHEREAS, simultaneously with the execution and delivery of this Agreement,
pursuant  to a Common  Stock  Purchase  Agreement  dated  the date  hereof  (the
"Purchase  Agreement") the Purchaser has committed to purchase up to $12,000.000
of the Company's  Common Stock (terms not defined herein shall have the meanings
ascribed to them in the Purchase Agreement) and Warrants; and

      WHEREAS,  the Company  desires to grant to the Purchaser the  registration
rights set forth herein with respect to the Shares and the shares  issuable upon
exercise of the Warrants from time to time (collectively, the "Securities"). -

      NOW, THEREFORE, the parties hereto mutually agree as follows:

      Section 1. Registrable  Securities.  As used herein the term  "Registrable
Security"  means the Securities  until (i) all Securities  have been disposed of
pursuant to the Registration Statement, (ii) all Securities have been sold under
circumstances  under which all of the applicable  conditions of Rule 144 (or any
similar  provision then in force) wider the Securities Act ("Rule 144") are met,
(iii) all Securities  have been  otherwise  transferred to persons who may trade
such Securities  without  restriction  under the Securities Act, and the Company
bas  delivered  a new  certificate  or  other  evidence  of  ownership  for such
Securities not bearing a restrictive legend or (iv) such time as, in the opinion
of counsel to the Company,  all Securities may be sold without any time,  volume
or manner limitations  pursuant to Rule 144(k) (or any similar provision then in
effect) under the Securities Act. The term  "Registrable  Securities"  means any
and/or all of the  securities  falling  within  the  foregoing  definition  of a
"Registrable   Security."   In  the   event  of  any   merger,   reorganization,
consolidation,  recapitab72uon or other change in corporate  structure affecting
the Common Stock,  such adjustment  shall be deemed to be made in the definition
of "Registrable  Security" as is appropriate in order to prevent any dilution or
enlargement of the rights granted pursuant to this Agreement.

      Section 2.  Restrictions  on Transfer.  The  Purchaser  acl~now1edges  and
understands  that  in  the  absence  of  an  effective   Registration  Statement
authorizing the resale of the Securities as provided herein,  the Securities are
"restricted  securities" as defined in Rule 144. The Purchaser  understands that
no  disposition  or transfer of the  Securities  may be made by Purchaser in the
absence of (I) an opinion of counsel to the  Purchaser.  in. form and  substance
reasonably  satisfactory to the Company,  that such transfer may be made without
registration under the Securities Act or (ii) such registration.

      With a view to making available to the Purchaser the benefits of Rule 144,
the Company agrees to:


<PAGE>

            (a) comply with the provisions of paragraph (c)(l) of Rule 144; and

            (b) file with the  Commission  in a timely  manner all  reports  and
other  documents  equired to be filed by the  Company  pursuant to Section 13 or
15(d) under the  Exchange  Act;  and, if at any time it is not  required to file
such reports but in the past had been required to or did file such  reports,  it
will,  upon the request of the Purchaser,  make available  other  information as
required  by,  and so long as  necessary  to permit  sales of,  its  Registrable
Securities pursuant to Rule 144.

      Section 3. Registration Rights With Respect to the Securities.

            (a) The  Company  agrees  that it will  prepare  and  file  with the
Securities and Exchange Commission  ("Commission"),  within forty-five (45) days
after the (late  hereof,  a  registration  statement (on Form S-3 and/or S-1, or
other appropriate form of registration  statement) under the Securities Act (the
"Registration  Statement"),  at the  sole  expense  of the  Company  (except  as
provided in Section 3(c)  hereof),  in respect of  Purchaser,  so as to permit a
public  offering  and  resale  of the  Securities  under the  Securities  Act by
Purchaser.

            The  Company  shall use its best  efforts to cause the  Registration
Statement to become effective within ninety (90) days of the date hereof or five
(5)  days  of  SEC  clearance  and  will  within  said  five  (5)  days  request
acceleration  of  effectiveness.  The  Company  will  notify  Purchaser  of  the
effectiveness  of the  Registration  Statement  within one  Trading  Day of such
event.

            (b)  Company   will   maintain   the   Registration   Statement   or
post-effective  amendment filed under this Section 3 hereof  effective under the
Securities Act until the earliest of (i) the date that all the  Securities  have
been disposed of pursuant to the Registration Statement,  (ii) the date that all
of the Securities have been sold pursuant to the Registration  Statement,  (iii)
the date the holders thereof receive an opinion of counsel to the Company, which
opinion shall be reasonably acceptable to the Purchaser, that the Securities may
be sold under the provisions of Rule 144 without  limitation as to volume,  (iv)
all  Securities  have been  otherwise  transferred to persons who may trade such
shares  without  restriction  under the  Securities  Act,  and the  Company  has
delivered a new  certificate or other evidence of ownership for such  securities
not bearing a restrictive  legend, or (v) all Securities may be so3d without any
time.  volume or  manner  limitations  pursuant  to Rule  144(k) or any  similar
provision  then in effect under the  Securities Act in the opinion of counsel to
the Company which counsel shall be reasonably  acceptable to the Purchaser  (the
"Effectiveness Period").

            (c) All fees,  disbursements  and  out~of-pocket  expenses and costs
incurred by the Company in  connection  with the  preparation  and filing of the
Registration  Statement under subparagraph 3(a) and in complying with applicable
securities and Blue Sky laws (including, without limitation, all attorneys' fees
of the Company) shall be borne by the Company. The Purchaser shall bear the cost
of  undcrwriting  and/or  brokerage  discounts,  fees and  commissions,  if any.
applicable to the Securities  being  registered and the fees and expenses of its
counsel.  The Purchaser and its counsel shall have a reasonable  period. not to,
exceed ten (10) Trading Days, to review the proposed  Registration  Statement or
any  amendment  thereto,  prior to filing with the  Commission,  and the Company
shall provide the Purchaser with copies of


                                       2
<PAGE>

any comment letters received from the Commission with respect thereto within two
(2) Trading Days of receipt thereof. The Company shall make reasonably available
for inspection by Purchaser,  any underwriter  participating  in any disposition
pursuant to the Registration  Statement,  and any attorney,  accountant or other
agent retained by the Purchaser or any such  underwriter all relevant  financial
and other records,  pertinent  corporate documents and properties of the Company
and its subsidiaries,  and cause the Company's officers, directors and employees
to supply all  information  reasonably  requested  by the  Purchaser or any such
underwriter,  attorney,  accountant or agent in connection with the Registration
Statement, in each case, as is customary for similar due diligence examinations;
provided,  however,  that  all  records,  information  and  documents  that  are
designated  in  writing  by  the  Company,   in  good  faith,  as  confidential,
proprietary  or containing  any material  non-public  information  shall be kept
confidential by the Purchaser and any such underwriter,  attorney. accountant or
agent (pursuant to an appropriate  confidentiality  agreement in the case of the
Purchaser,  underwriter,  attorney, accountant or agent), unless such disclosure
is made pursuant to judicial process in a court  proceeding  (after first giving
the Company an  opportunity  promptly to seek a  protective  order or  otherwise
limit the scope of the information sought to be disclosed) or is required by law
or such  records,  information  or  documents  become  available  to the  public
generally  or  through  a  third  party  not  in  violation  of an  accompanying
obligation  of  confidentiality;  and provided  further  that.  if the foregoing
inspection  and  information  gathering  would  otherwise  disrupt the Company's
conduct of its business, such inspection and information gathering shall, to the
maximum extent possible, be coordinated on behalf of the Purchaser and the other
parties entitled thereto by one firm of counsel designed by and on behalf of the
majority in interest of Purchaser and other  parties.  The Company shall qualify
any of the  securities  for  sale in such  states  as the  Purchaser  reasonably
designates and shall furnish indemnification in the manner provided in Section 6
hereof. However, the Company shall not be required to qualify in any state which
will require an escrow or other  restriction  relating to the Company and/or the
sellers,  or which will  require  the  Company to qualify to do business in such
state or require the Company to file  therein any general  consent to service of
process. The Company at its expense will supply the Purchaser with copies of the
Registration  Statement and the  prospectus  included  therein and other related
documents in such quantities as may be reasonably requested by the Purchaser.

            (d) The Company shall not be required by this Section 3 to include a
Purchaser's Securities in any Registration Statement which is to be filed if, in
the opinion of counsel for both the Purchaser  and the Company (or,  should they
not agree,  in the opinion of another  counsel  experienced  in  securities  law
matters  acceptable  to counsel for the  Purchaser and the Company) the proposed
offering or other transfer as to which such  registration is requested is exempt
from  applicable  federal  and state  securities  laws and  would  result in all
purchasers  or  transferees  obtaining  securities  which  are  not  "restricted
securities", as defined imRul~l44 under the Securities Act.

            (e) If at any time or from time to time after die effective  date of
the Registration Statement. the Company notifies the Purchaser in writing of the
existence of a Potential  Material Event (as defined in Section 3(0 below),  the
Purchaser  shall  not  offer or sell  any  Securities  or  engage  in any  other
transaction involving or relating to Securities,  from the time of the giving of
notice with respect to a Potential  Material Event until the Purchaser  receives
written  notice from the Company that such  Potential  Material Event either has
been disclosed to


                                       3
<PAGE>

the public or no longer  constitutes a Potential Material Event (the "Suspension
Period");  provided,  however,  that,  during any twelve month period during the
periods the Registration  Statement is required to be in effect,  if the Company
so  suspends  the right to such  holders  of  Securities  for more than ten (10)
Trading Days in the aggregate  during any periods  commencing on a Trading Day a
Draw Down Notice is deemed  delivered and ending ten (10) Trading Days following
the end of the corresponding Draw Down Pricing Period (the "Grace Period"), then
the Company  must  compensate  the  Purchaser  for any net decline in the market
value of the  Securities  held by Purchaser at the beginning of any portion of a
Suspension  Period  that  exceeds  the  Grace  Period  through  the  end of such
Suspension Period and any Suspension Periods thereafter during such twelve month
period.  Net decline shall be calculated as the  difference  between the highest
VWAP  during the  applicable  Suspension  Period end the VWAP at the end of such
Suspension  Period. If a Potential  Material Event shall occur prior to the date
the Registration  Statement is filed, then the Company's  obligation to file the
Registration Statement shall be delayed without penalty for not more than thirty
(30) calendar days.  The Company must give Purchaser  notice in writing at least
two (2) Trading Days prior to the first day of the blackout period, if lawful to
do so.

            (f) "Potential  Material Event" means any of the following:  (a) the
possession  by  the  Company  of  material  information  that  is not  ripe  for
disclosure in a registration statement, as determined in good faith by the Chief
Executive Officer or the Board of Directors of the Company or that disclosure of
such  information  in the  Registration  Statement~would  be  detrimental to the
business and affairs of the Company;  or (b) any material engagement or activity
by the  Company  which  would,  in the good  faith  determination  of the  Chief
Executive  Officer  or the  Board of  Directors  of the  Company,  be  adversely
affected  by  disclosure  in  a  registration  statement  at  such  time,  which
determination  shall be accompanied by a good faith  determination  by the Chief
Executive Officer or the Board of Directors of the Company that the Registration
Statement  would  be  materially   misleading   absent  the  inclusion  of  such
information.

            Section 4. Cooperation  with Company.  Purchaser will cooperate with
the Company in all respects in connection with this Agreement.  including timely
supplying  all  information  reasonably  requested  by the Company  (which shall
include all  information  regarding the Purchaser and proposed manner of sale of
the  Registrable  Securities  required  to  be  disclosed  in  the  Registration
Statement)  and executing and  returning all documents  reasonably  requested in
connection  with the  registration  and sale of the  Registrable  Securities and
entering into and performing its obligations  under any underwriting  agreement,
if the offering is an underwritten  offering,  in usual and customary form, with
the managing  underwriter or underwriters  of such  underwritten  offering.  The
Purchaser  shall  consent  to be named  as an  underwriter  in the  Registration
Statement.  Purchaser  acknowledges  that in accordance with current  Commission
policy,  the Purchaser will be named as the underwriter of the Securities in the
Registration Statement.

            Section 5. Registration  Procedures.  If and whenever the Company is
required by any of the provisions of this  Agreement to effect the  registration
of any of the Registrable Securities under the Act. the Company shall (except as
otherwise provided in This Agreement), as expeditiously as possible,  subject to
the Purchaser's assistance and cooperation as reasonably required:


                                       4
<PAGE>

            (a)  prepare  and  file  with the  Commission  such  amendments  and
supplements to the Registration  Statement and the prospectus used in connection
therewith as may be necessary to keep such registration  statement effective and
to comply with the  provisions of the Securities Act with respect to the sale or
other  disposition  of all  securities  covered by such  registration  statement
whenever the Purchaser of such  Registrable  Securities  shall desire to sell or
otherwise dispose of the same (including prospectus  supplements with respect to
the sales of  securities  from time to time in  connection  with a  registration
statement  pursuant to Rule 415  promulgated  under the Securities Act) and (ii)
take all lawful action such that each of (A) the Registration  Statement and any
amendment  thereto  does not,  when it becomes  effective,  contain.  art untrue
statement  of a material  fact or omit to state a material  fact  required to be
stated  therein or necessary to make the  statements  therein not misleading and
(B) the prospectus forming part of the Registration Statement, and any amendment
or  supplement  thereto,  does not at any time  during the  Registration  Period
include an untrue  statement  of a material  fact or omit state a material  fact
required to be stated  therein or necessary to make the statements  therein,  in
light of the circumstances under which they were made, not misleading.

            (b) prior to the  filing  with the  Commission  of any  Registration
Statement  (including any amendments thereto) and the distribution,  or delivery
of any prospectus  (including  any  supplements  thereto),  provide draft copies
thereof to the Purchaser and reflect in such  documents all such comments as the
Purchaser  (and its  counsel)  reasonably  may propose  and (ii)  furnish to the
Purchaser  such  numbers  of  copies of a  prospectus  including  a  preliminary
prospectus or any amendment or supplement to any prospectus,  as applicable,  in
conformity  with  the  requirements  of  the  Securities  Act,  and  such  other
documents,  as the Purchaser may  reasonably  request in order to facilitate the
public sale or other  disposition of the securities owned by the Purchaser;

            (c) register and qualify the Registrable  Securities  covered by the
Registration  Statement under New York blue sky laws (subject to the limitations
set forth in Section 3(c) above), and do any and all other acts and things which
may be  reasonably  necessary or advisable to enable the Purchaser to consummate
the public sale or other  disposition  in such  jurisdiction  of the  securities
owned by the  Purchaser,  except that the Company shall not for any such purpose
be  required  to  qualify  to  do  business  as a  foreign  corporation  in  any
jurisdiction  wherein it is not so  qualified  or to file  therein  any  general
consent to service of process;

            (d) list such Registrable  Securities on the Principal  Market,  and
any other  exchange on which the Common Stock of the Company is then listed,  if
the listing of such Registrable  Securities is then permitted under the rules of
such exchange or the NASDAQ Stock Market;

            (e)  notify the  Purchaser  at any time when a  prospectus  relating
thereto covered by the Registration  Statement is required to be delivered under
the Securities Act, of the happening of any event of which it has knowledge as a
result of which the prospectus included in the Registration  Statement,  as then
in effect,  includes an untrue  statement of a material fact or omits to state a
material fact required to be stated  therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing,  and the
Company  shall  prepare  and file a curative  amendment  under  Section  5(a) as
quickly as commercially possible;


                                       5
<PAGE>

            (f) as promptly as  practicable  after becoming aware of such event.
notify the Purchaser  who holds  Registrable  Securities  being sold (or, in the
event of an underwritten offering, the managing underwriters) of the issuance by
the Commission or any state  authority of any stop order or other  suspension of
the  effectiveness of the Registration  Statement at the earliest  possible time
and take all lawful  action to effect the  withdrawal,  recission  or removal of
such stop order or other suspension;

            (g)  cooperate   with  the   Purchaser  to  facilitate   the  timely
preparation  and delivery of certificates  for the Registrable  Securities to he
offered pursuant to the Registration  Statement and enable such certificates for
the Registrable  Securities to be in such denominations or amounts.  as the case
may be, as the Purchaser  reasonably may request and registered in such names as
the  Purchaser  may  request;  and,  within  three  (3)  Trading  Days  after  a
Registration   Statement  which  includes  Registrable  Securities  is  declared
effective by the  Commission,  deliver and cause legal  counsel  selected by the
Company to deliver to the transfer agent for the  Registrable  Securities  (with
copies to the  Purchaser  whose  Registrable  Securities  are  included  in such
Registration Statement) an appropriate instruction and, to the extent necessary,
an opinion of such counsel;

            (h) take all such  other  lawful  actions  reasonably  necessary  to
expedite and  facilitate the  disposition by the Purchaser of their  Registrable
Securities in accot4an~ce  with the intended  methods  therefor  provided in the
prospectus which are customary for issuers to perform under the circumstances:

            (i) in the event of an underwritten  offering,  promptly  include or
incorporate  in a  prospectus  supplement  or  post-effective  amendment  to the
Registration Statement such information as the managing underwriters  reasonably
agree should be included  therein and to which the Company  does not  reasonably
object  and  make  all  required  filings  of  such  prospectus   supplement  or
post-effective  amendment  as soon as  practicable  after it is  notified of the
matters  to be  included  or  incorporated  in  such  prospectus  supplement  or
post-effective amendment; and

            (j) maintain a transfer agent for its Common Stock.

      Section 6. Indemnification.

            (a) The Company  agrees to indemnify and hold harmless the Purchaser
and each person.  if any, who controls the  Purchaser  within the meaning of the
Securities Act ("Distributing Purchaser") against any losses, clalms, damages or
liabilities,  joint or several (which shall, for all purposes of this Agreement,
include,   but  not  be  limited  to,  all  reasonable   costs  of  defense  and
investigation  and all reasonable  attorneys'  fees), to which the  Distributing
Purchaser may become subject, under the Securities Act or otherwise,  insofar as
such losses,  claims,  damages or  liabilities  (or actions in respect  thereof)
arise our of or are based upon any untrue  statement or alleged untrue statement
of any material fact  contained in the  Registration  Statement.  or any related
preliminary prospectus,  final prospectus or amendment or supplement thereto, or
arise out of or are based upon the omission or alleged omission to state therein
a  material  fact  required  to be  stated  therein  or  necessary  to make  the
statements therein not misleading;  provided, however, that the Company will not
be liable in any such case to the extent


                                       6
<PAGE>

that any such loss, claim. dama2e or liability arises out of or is based upon an
untrue  statement or alleged  untrue  statement or omission or alleged  omission
made in the Registration Statement,  preliminary prospectus, final prospectus or
amendment  or  supplement  thereto in reliance  upon,  and in  conformity  with,
written  information  furnished  to the  Company by the  Distributing  Purchaser
specifically  for use in the  preparation  thereof.  This Section 6(a) shall not
inure to the benefit of any  Distributing  Purchaser  with respect to any person
asserting such loss,  claim,  damage or liability who purchased the  Registrable
Securities which are the subject thereof if the Distributing Purchaser failed to
send or give (in violation of the  Securities  Act or the rules and  regulations
promulgated  thereunder) a copy of the prospectus contained in such Registration
Statement to such person at or prior to the written  confirmation to such person
of the sale of such Registrable Securities, where the Distributing Purchaser was
obligated  to do so  under  the  Securities  Act or the  rules  and  regulations
promulgated  thereunder.  This  indemnity  agreement  will be in addition to any
liability which the Company may otherwise have.

            (b) Each  Distributing  Purchaser  agrees that it will indemnify and
hold harmless the Company, arid each officer, director of the Company or person,
if any,  who  controls  the Company  within the meaning of the  Securities  Act,
against any losses, claims damages or liabilities (which shall. for all purposes
of this  Agreement,  include,  but not be limited  to, all  reasonable  costs of
defense  and  investigation  and all  reasonable  attorneys'  fees) to which the
Company or any such officer,  director or controlling  person may become subject
under the Securities Act or otherwise,  insofar as such losses,  claims, damages
or  liabilities  (or actions in respect  thereof) arise out of or are based upon
any untrue  statement or alleged untrue statement of any material fact contained
in the Registration  Statement,  or any related  preliminary  prospectus,  final
prospectus or amendment or supplement thereto, or arise out of or are based upon
the omission or the alleged  omission to state  therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
but in each case only to the extent that such untrue statement or alleged untrue
statement  or  omission  or  alleged  omission  was  made  in  the  Registration
Statement,  preliminary prospectus,  final prospectus or amendment or supplement
thereto in reliance upon, and in conformity with, written information  furnished
to the  Company  by  such  Distributing  Purchaser  specifically  for use in the
preparation  thereof.  This  indemnity  agreement  will  be in  addition  to any
liability which the  Distributing  Purchase may otherwise have.  Notwithstanding
anything to the contrary herein, the Distributing  Purchaser shall not be liable
under this  Section  6(b) for any amount in excess of the net  proceeds  to such
Distributing  Purchaser  as a  result  of the  sale  of  Registrable  Securities
pursuant to the Registration Statement.

            (c) Promptly  after  receipt by an  indemnified  party  under,  this
Section 6 of notice of the commencement of any action,  such  indemnified  party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 6, notify the indemnifying party of the commencement thereof;
but the  omission  so to notify  the  indemnifying  party will not  relieve  the
indemnifying party from any liability which it may have to any indemnified party
except to the extent of actual prejudice demonstrated by the indemnifying party.
In case any such  action  is  brought  against  any  indemnified  party,  and it
notifies the indemnifying  party of the commencement  thereof.  the indemnifying
party will be entitled to  participate  in, and, to the extent that it may wish,
jointly with any other indemnifying party similarly notified, assume the defense
thereof,  subject to the  provisions  herein  stated and after  notice  from the
indemnifying  party to such  indemnified  party of its election so to assume the
defense thereof, the indemnifying


                                       7
<PAGE>

party will not be liable to such indemnified  party under this Section 6 for any
legal or other  expenses  subsequently  incurred  by such  indemnified  party in
connection   with  the  defense   thereof   other  than   reasonable   costs  of
investigation,  unless the indemnifying party shall not pursue the action to its
final conclusion.  The indemnified party shall have the right to employ separate
counsel in any such action and to  participate in the defense  thereof,  but the
fees  and  expenses  of  such  counsel  shall  not  be at  the  expense  of  the
indemnifying  party if the  indemnifying  party has  assumed  the defense of the
action with counsel reasonably  satisfactory to the indemnified party;  provided
that if the  indemnified  party  is the  Distributing  Purchaser,  the  fees and
expenses of such counsel  shall be at the expense of the  indemnifying  party if
(i) the employment of such counsel has been  specifically  authorized in writing
by the  indemnifying  party,  or (ii)  the  named  parties  to any  such  action
(including any impleaded  parties) include both the  Distributing  Purchaser and
the indemnifying party and the Distributing Purchaser shall have been advised by
such  counsel  that there may be one or more  legal  defenses  available  to the
indemnifying  party  different from or in conflict with any legal defenses which
may be available to the  Distributing  Purchaser (in which case the indemnifying
party  shall not have the right,  to assume the defense of such action on behalf
of  the  Distributing  Purchaser,   it  being  understood,   however,  that  the
indemnifying party shall, in connection with any one such action or separate but
substantially  similar ~ related actions in the same jurisdiction arising out of
the same general allegations or circumstances, be liable only for the reasonable
fees  and  expenses  of one  separate  firm of  attorneys  for the  Distributing
Purchaser,  which  firm  shall be  designated  in  writing  by the  Distributing
Purchaser  and be approved by the  indemnifying  party).  No  settlement  of any
action  against an  indemnified  party shall be made  without the prior  written
consent  of the  indemnified  party,  which  consent  shall not be  unreasonably
withheld.

            All fees and expenses of the indemnified party (including reasonable
costs of  defense  and  investigation  in a manner  not  inconsistent  with this
Section and all reasonable  attorneys'  fees arid expenses) shall be paid to the
indemnified  party, as incurred,  within ten (10) Trading Days of written notice
thereof to the indemnifying party; provided,  that the i~ide7xnnifying party may
require such  indemnified  party to  undertake  to  reimburse  all such fees and
expenses to the extent it is finally judicially determined that such indemnified
party is not entitled to indemnification hereunder).

            Section 7. Contribution.  In order to provide for just and equitable
contribution  under the Securities Act in any case in which (i) the  indemnified
party  makes a claim for  indemnification  pursuant  to  Section 6 hereof but is
judicially  determined (by the entry of a final judgment or decree by a court of
competent jurisdiction and the expiration of time to appeal or the denial of the
last right of appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that the express provisions of Section 6 hereof provide
for  indemnification in such case, or (ii) contribution under the Securities Act
may be required on the part of any indemnified  party,  then the Company and the
applicable  Distributing  Purchaser  shall  contribute to the aggregate  losses,
claims,  damages or liabilities  to which they may be subject (which shall,  for
all purposes of this Agreement,  include,  hut not be limited to, all reasonable
costs of defense and  investigation  and all  reasonable  attorneys'  fees),  in
either such case (after contribution from others) on the basis of relative fault
as well as any other relevant equitable considerations. The relative fault shall
be determined by reference to, among other things. whether the untrue or alleged
untrue statement of a material fact or the omission or alleged


                                       8
<PAGE>

omission to state a material fact relates to information supplied by the Company
on the one hand or the applicable  Distributing Purchaser on the other hand. and
the  parties'  relative  intent,   knowledge,   access  to  information  on  and
opportunity  to correct or prevent such  statement or omission.  The Company and
the  Distributing  Purchaser  agree that it would not be just and  equitable  if
contribution  pursuant to this Section 7 were  determined by pro rata allocation
or by any  other  method  of  allocation  which  does  not take  account  of the
equitable  considerations  referred  to in this  Section 7. The  amount  paid or
payable by an indemnified  party as a result of the losses,  claims,  damages or
liabilities (or actions in respect thereof)  referred to above in this Section 7
shall be deemed to include any legal or other  expenses  reasonably  incurred by
such  indemnified  party in connection with  investigating or defending any such
action or claim.  No person guilty of fraudulent  misrepresentation  (within the
meaning  of  Section  11(f)  of  the  Securities   Act)  shall  be  entitled  to
contribution   from  any  person   who  was  not   guilty  of  such   fraudulent
misrepresentation.

            Notwithstanding  any other  provision of this Section 7. in no event
shall any (i)  Purchaser be required to undertake  liability to any person under
this  Section  7 for any  amounts  in  excess  of the  dollar  amount of the net
proceeds  to be  received  by the  Purchaser  from the  sale of the  Purchaser's
Registrable  Securities  (after  deducting any fees,  discounts and  commissions
applicable  thereto)  pursuant to any  Registration  Statement  under which such
Registrable  Securities  are to be registered  under the Securities Act and (ii)
underwriter be required to undertake  liability to any person  hereunder for any
amounts in excess of the aggregate  discount,  commission or other  compensation
payable  to  such  underwriter  with  respect  to  the  Registrable   Securities
underwritten by it and distributed pursuant to the Registration Statement.

            Section  8.  Notices.  All  notices,  demands,  requests,  consents,
approvals,  and other communications required or permitted hereunder shall be in
writing and, unless otherwise specified herein,  shall be delivered as set forth
in the Purchase Agreement.

            Section 9. Assignment.  Neither this Agreement nor any rights of the
Purchaser or the Company  hereunder may be assigned by either party to any other
person.  Notwithstanding  the  foregoing,  (a) the  provisions of this Agreement
shall inure to' the benefit of, and be enforceable  by, any transferee of any of
the Common Stock purchased by the Purchaser  pursuant to the Purchase  Agreement
other than through  open-market sales, and (b) upon the prior written consent of
the Company.  which consent shall not be unreasonably  witheld or delayed in the
case of an assignment to an affiliate of the Purchaser, the Purchaser's interest
in this Agreement may be assigned at any time, in whole or in part, to any other
person or entity  (including  any affiliate of the  Purchaser)  who agrees to be
bound hereby.

            Section 10.  Counterparts/Facsimile.  This Agreement may be executed
in two or more counterparts, each of which shall constitute an original, but all
of which,  when together shall constitute but one and the same  instrument,  and
shall become  effective when one or more  counterparts  have been signed by each
party  hereto and  delivered  to the other  party.  In lieu of the  original,  a
facsimile  transmission  or copy  of the  original  shall  be as  effective  and
enforceable as the original.


                                       9
<PAGE>

            Section 11. Remedies and Severability. The remedies provided in this
Agreement are cumulative  and not exclusive of any remedies  provided by law. If
any term,  provision,  covenant or  restriction  of this  Agreement is held by a
court of competent  jurisdiction to be invalid,  illegal, void or unenforceable,
the remainder of the terms,  provisions,  covenants and  restrictions  set forth
herein  shall  remain in full force and effect and shall in no way be  affected,
impaired or invalidated,  and the parties hereto shall use their best efforts to
find and employ an alternative  means to achieve the same or  substantially  the
same  result  as  that  contemplated  by  such  term,  provision,   covenant  or
restriction.  It is hereby  stipulated  and declared to be the  intention of the
parties that they would have executed the remaining terms, provisions, covenants
and restrictions  without  including any of such that may be hereafter  declared
invalid, illegal. void or unenforceable.

            Section 12. Conflicting Agreements. The Company shall not enter into
any  agreement  with respect to its  securities  that is  inconsistent  with the
rights  granted to The holders of  Registrable  Securities in this  Agreement or
otherwise  prevents  the  Company  from  complying  with all of its  obligations
hereunder.

            Section  13.  Headings.  The  headings  in  this  Agreement  are for
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or
interpretation of this Agreement.

            Section 14.  Governing Law. This Agreement  shall be governed by and
construed in  accordance  with the laws of the State of New York  applicable  to
contracts  made in New York by persons  domiciled  in New York City and  without
regard to its  principles of conflicts of laws, Any action may be brought as set
forth  in the  Purchase  Agreement.  Any  party  shall  have  the  right to seek
injunctive  relief from any court of  competent  jurisdiction  in any case where
such relief is available. Any dispute under this Agreement shall be submitted to
arbitration under the American  Arbitration  Association (the "AAA") in New York
City, New York and shall be finally and conclusively  determined by the decision
of a board of arbitration  consisting of three (3) members (hereinafter referred
to as the "Board of  Arbitration")  selected as according to the rules governing
the AAA. The Board of Arbitration shall meet on consecutive business days in New
York City. New York, and shall reach and render a decision in writing (concurred
in by a majority of the members of the Board of Arbitration) with respect to the
amount,  if any, which the losing party is required to pay to the other party in
respect of a claim filed. In connection with rendering its decisions,  the Board
of Arbitration  shall adopt and follow the laws of the State of New York. To the
extent  practical,  decisions of the Board of  Arbitration  shall be rendered no
more than thirty (30) calendar days following  commencement of proceedings  with
respect thereto. The Board of Arbitration shall cause its written decision to be
delivered to all parties involved in the dispute. The Board of Arbitration shall
be  authorized  and is  directed to enter a default  judgment  against any party
refusing to participate in the arbitration  proceeding within thirty days of any
deadline for such  participation.  Any decision made by the Board of Arbitration
(either  prior to or after the  expiration  of such  thirty  (30)  calendar  day
period)  shall be final,  binding and  conclusive on the parties to the dispute,
and entitled to be enforced to the fullest  extent  permitted by law and entered
in any court of competent  jurisdiction.  The prevailing  party shall be awarded
its costs,  including  attorneys' fees, from the non-prevailing party as part of
the arbitration  award. Any party shall have the right to seek injunctive relief
from any  court of  competent  jurisdiction  in any case  where  such  relief is
available.


                                       10
<PAGE>

The  prevailing  party in such  injunctive  action  shall be awarded  its costs,
including attorney's fees. from the non-prevailing party.


                                       11
<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused this Registration
Rights Agreement to be duly executed, on this l4~" day of December, 2000

                                      Advanced Communications Technologies, Inc.

                                      By: /s/ Roger May
                                          --------------------------------------
                                          Roger May, Chief Executive Officer

                                      Wanquay Limited

                                      By:_______________________________________
                                         Name:
                                         Title:


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