SIXTH AMENDMENT
                                       TO
                            ARTICLES OF INCORPORATION
                                       OF
                   ADVANCED COMMUNICATIONS TECHNOLOGIES, INC.,
                    A FLORIDA CORPORATION (THE "CORPORATION")

      WHEREAS, the Corporation's Articles of Incorporation,  as amended, provide
that the  Board of  Directors  of the  Corporation  may  establish  the  rights,
designations  and  preferences  of  the   Corporation's   Preferred  Stock,  the
undersigned hereby adopts the following Articles of Amendment to the Articles of
Incorporation of the  Corporation,  pursuant to the terms of Section 607.0602 of
the Florida Business Corporation Act:

      1. The name of the  Corporation is Advanced  Communications  Technologies,
Inc. (the "Corporation"), filed with the Florida Department of State on March 6,
1997 and assigned document number P07000020967.

      2.  Article III of the Articles of  Incorporation  of the  Corporation  is
hereby amended to read as set forth on Exhibit A attached.

      The foregoing  amendment was adopted by unanimous  written  consent of the
Board of Directors of the  Corporation  on May 21, 2004 in  accordance  with the
terms of Section 607.0602 and 607.0821 of the Florida  Business  Corporation Act
and  consequently,  the  number  of votes  cast in favor  of the  Amendment  was
sufficient for its approval. The amendment was adopted by the Board of Directors
without shareholder action as shareholder action was not required.

      IN WITNESS  WHEREOF,  the  undersigned  has  executed  these  Articles  of
Amendment this 21 day of May, 2004.

                                    ADVANCED COMMUNICATIONS TECHNOLOGIES, INC.


                                    BY: /s/ Wayne I. Danson
                                        ----------------------------------------
                                        Wayne I. Danson, President
<PAGE>

                                    EXHIBIT A

                           ARTICLE III. CAPITAL STOCK

The maximum  number of shares of stock that this  Corporation  is  authorized to
have  outstanding  at any one  time is  5,000,025,000  shares.  Of such  shares,
5,000,000,000 shall be common stock having no par value per share. The remaining
shares  shall be shares  of  preferred  stock,  par value  $.01 per  share.  The
preferred stock may be issued from time to time by authorization of the Board of
Directors of this  Corporation with such rights,  designations,  preferences and
other terms as the Board of Directors shall determine from time to time.


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<PAGE>

                           CERTIFICATE OF DESIGNATION
                                     OF THE
                      SERIES A CONVERTIBLE PREFERRED STOCK
                          (PAR VALUE $0.001 PER SHARE)

                                       OF

                   ADVANCED COMMUNICATIONS TECHNOLOGIES, INC.

--------------------------------------------------------------------------------

      The  undersigned,  a duly  authorized  officer of Advanced  Communications
Technologies,  Inc., a Florida  corporation (the "Company"),  in accordance with
the provisions of Section 607.0602 of the Florida Business Corporation Act, DOES
HEREBY  CERTIFY that the following  resolution  was duly adopted by the Board of
Directors  by  unanimous  written  consent  pursuant to Section  607.0821 of the
Florida Business Corporation Act on May 20, 2004:

      RESOLVED,  that the Board has determined  that it is in the best interests
of the Company to provide for the  designation  and issuance of certain Series A
Convertible  Preferred  Stock,  par value of $0.001  per  share  (the  "Series A
Preferred Stock"), to consist of up to Four Thousand Two Hundred (4,200) shares,
and  hereby  fixes  the  powers,   designations,   preferences,   and  relative,
participating,  optional and other special rights of the shares of such Series A
Preferred Stock, as follows:

                                    SECTION 1

                              DESIGNATION AND RANK

      1.1.  Designation.  This  resolution  shall provide for a single series of
Preferred  Stock,  the  designation  of which  shall be  "Series  A  Convertible
Preferred  Stock",  par value $0.001 per share. The number of authorized  shares
constituting the Series A Preferred Stock is 4,200. The Series A Preferred Stock
will have a liquidation preference as determined in Section 3.1 below.

      1.2.   Rank.   With  respect  to  the  payment  of  dividends   and  other
distributions on the capital stock of the Company, including distribution of the
assets of the Company upon  liquidation,  the Series A Preferred  Stock shall be
senior to the  common  stock of the  Company,  par value  $0.001  per share (the
"Common Stock"),  and senior to all other series of preferred stock (the "Junior
Stock").

                                    SECTION 2

                                 DIVIDEND RIGHTS

      2.1.  Dividends or Distributions.  The holders of Series A Preferred Stock
shall be  entitled to receive  dividends  or  distributions  on a pro rata basis
according  to their  holdings of shares of Series A Preferred  Stock when and if
declared by the Board of  Directors  of the Company in the amount of five (5.0%)
percent  per  year.  Dividends  shall  be  paid  in  cash.  Dividends  shall  be
cumulative.  No cash dividends or distributions shall be declared or paid or set
apart for payment on the Common Stock in any calendar year unless cash dividends
or  distributions  on the Series A Preferred  Stock for such  calendar  year are
likewise  declared  and paid or set apart for  payment.  No declared  and unpaid
dividends shall bear or accrue interest.
<PAGE>

                                    SECTION 3

                               LIQUIDATION RIGHTS

      3.1. Liquidation Preference. Upon any liquidation, dissolution, or winding
up  of  the  Company,   whether  voluntary  or  involuntary   (collectively,   a
"Liquidation"),  before any  distribution or payment shall be made to any of the
holders of Common Stock or any series of preferred  stock, the holders of Series
A Preferred Stock shall be entitled to receive out of the assets of the Company,
whether such assets are capital,  surplus or earnings, an amount equal to $1,000
per  share of Series A  Preferred  Stock  (the  "Liquidation  Amount")  plus all
declared  and unpaid  dividends  thereon,  for each share of Series A  Preferred
Stock held by them.

      3.2. Pro Rata  Distribution.  If, upon any Liquidation,  the assets of the
Company  shall be  insufficient  to pay the  Liquidation  Amount,  together with
declared  and  unpaid  dividends  thereon,  in full to all  holders  of Series A
Preferred  Stock,  then  the  entire  net  assets  of the  Corporation  shall be
distributed  among the  holders  of the  Series A  Preferred  Stock,  ratably in
proportion  to the full amounts to which they would  otherwise  be  respectively
entitled and such  distributions may be made in cash or in property taken at its
fair value (as determined in good faith by the Company's Board of Directors), or
both, at the election of the Company's Board of Directors.

      3.3. Merger, Consolidation or Reorganization. For purposes of this Section
3, a  Liquidation  shall not be deemed to be  occasioned  by or to  include  the
merger,  consolidation  or  reorganization  of the Company  into or with another
entity through one or a series of related transactions, or the sale, transfer or
lease of all or substantially all of the assets of the Company.

                                    SECTION 4

                                CONVERSION RIGHTS

      4.1.  Conversion.  The  holders  of Series A  Preferred  Stock  shall have
conversion rights as follows (the "Conversion Rights"):

            (a) Each share of Series A Preferred Stock shall be convertible,  at
the option of the holder thereof, at any time after the date of issuance of such
share  (subject  to Section  4.5  hereof),  at the office of the  Company or any
transfer  agent for the Series A Preferred  Stock into such number of fully paid
and  non-assessable  shares of Common Stock as is determined by dividing (a) the
sum of (i) the Liquidation Amount of the Series A Preferred Stock, plus (ii) all
accrued but unpaid  dividends  thereon,  by (b) the  "Conversion  Price" then in
effect. The Conversion Price shall be equal to either (a) $0.01 per share (which
shall be adjusted in the event of a subdivision,  or combination of shares),  or
(b)  100.0% of the  average of the three (3)  lowest  closing  bid prices of the
Common  Stock for the ten (10) trading days  immediately  preceding  the date of
conversion,  whichever is lower. The closing bid price shall be determined using
price quotations from Bloomberg LP.


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<PAGE>

            (b) Each  share of  Series A  Preferred  Stock  automatically  shall
convert  into  shares of Common  Stock at the  Conversion  Price  then in effect
immediately  upon the  consummation  of the  occurrence of a stock  acquisition,
merger,  consolidation  or  reorganization  of the Company  into or with another
entity through one or a series of related transactions, or the sale, transfer or
lease (but not including a transfer by pledge or mortgage to a bona fide lender)
of all or substantially all of the assets of the Company.

      4.2. Adjustments.  The Conversion Price of the Series A Preferred Stock as
described in Section 4.1 above shall be adjusted from time to time as follows:

            (a) In the  event of any  reclassification  of the  Common  Stock or
recapitalization involving Common Stock (excluding a subdivision, or combination
of shares or any other event described in Sections 4.2(a) or (b)) the holders of
the Series A Preferred  Stock  shall  thereafter  be  entitled  to receive,  and
provision   shall  be  made   therefor   in  any   agreement   relating  to  the
reclassification or recapitalization,  upon conversion of the Series A Preferred
Stock,  the kind and  number of shares of Common  Stock or other  securities  or
property  (including  cash) to which such  holders of Series A  Preferred  Stock
would have been  entitled if they had held the number of shares of Common  Stock
into which the Series A Preferred  Stock was  convertible  immediately  prior to
such  reclassification  or  recapitalization;  and in any such case  appropriate
adjustment  shall be made in the application of the provisions  herein set forth
with respect to the rights and interests thereafter of the holders of the Series
A  Preferred  Stock,  to the end that the  provisions  set  forth  herein  shall
thereafter be  applicable,  as nearly as  reasonably  may be, in relation to any
shares, other securities,  or property thereafter  receivable upon conversion of
the Series A Preferred  Stock. An adjustment made pursuant to this  subparagraph
(a)  shall  become  effective  at the time at  which  such  reclassification  or
recapitalization becomes effective.

            (b) In the event the Company shall declare a distribution payable in
securities of other entities or persons, evidences of indebtedness issued by the
Company or other  entities or persons,  assets  (excluding  cash  dividends)  or
options or rights not referred to in Sections  4.2(a) above,  the holders of the
Series A Preferred Stock shall be entitled to a proportionate  share of any such
distribution  as though  they were the holders of the number of shares of Common
Stock of the  Company  into which their  shares of Series A Preferred  Stock are
convertible as of the record date fixed for the  determination of the holders of
shares of Common Stock of the Company  entitled to receive such  distribution or
if no such record date is fixed, as of the date such distribution is made.

      4.3. Procedures for Conversion.

            (a) In order to  exercise  conversion  rights  pursuant  to  Section
4.1(a) above,  the holder of the Series A Preferred  Stock to be converted shall
deliver an irrevocable  written  notice of such exercise to the Company,  at its
principal  office.  The holder of any shares of Series A Preferred  Stock shall,
upon any  conversion of such Series A Preferred  Stock in  accordance  with this
Section 4, surrender  certificates  representing the Series A Preferred Stock to
the Company,  at its  principal  office,  and specify the name or names in which
such holder wishes the certificate or certificates for shares of Common Stock to
be issued.  In case such holder shall specify a name or names other than that of
such holder,  such notice shall be  accompanied by payment of all transfer taxes
(if  transfer is to a person or entity  other than the holder  thereof)  payable
upon the issuance of shares of Common  Stock in such name or names.  As promptly
as  practicable,  and, if  applicable,  after payment of all transfer  taxes (if
transfer is to a person or entity  other than the holder  thereof),  the Company
shall deliver or cause to be delivered  certificates  representing the number of
validly issued, fully paid and nonassessable shares of Common Stock to which the
holder of the Series A Preferred  Stock so  converted  shall be  entitled.  Such
conversion,  to the  extent  permitted  by law,  shall be  deemed  to have  been
effected  as of the date of receipt by the  Company of any notice of  conversion
pursuant to Section  4.1(a)  above,  or, in the case of an automatic  conversion
pursuant to Section  4.1(b) above,  upon the  occurrence of any event  specified
therein.  Upon conversion of any shares of Series A Preferred Stock, such shares
shall cease to constitute shares of Series A Preferred Stock and shall represent
only a right to  receive  shares  of  common  stock  into  which  they have been
converted.


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<PAGE>

            (b) In  connection  with the  conversion  of any  shares of Series A
Preferred Stock, no fractions of shares of Common Stock shall be issued, but the
Company shall pay cash in lieu of such fractional interest in an amount equal to
the product of the Conversion Price and such fractional interest.

            (c) The Company shall at all times reserve and keep available out of
its  authorized  Common  Stock the full number of shares of Common  Stock of the
Company  issuable  upon the  conversion  of all  outstanding  shares of Series A
Preferred Stock. In the event that the Company does not have a sufficient number
of shares of authorized but unissued  Common Stock necessary to satisfy the full
conversion  of the shares of Series A Preferred  Stock,  then the Company  shall
call and hold a meeting of the  shareholders  within 30 days of such  occurrence
for the sole purpose of  increasing  the number of  authorized  shares of Common
Stock.  The Company's  Board of Directors shall recommend to shareholders a vote
in favor of such  proposal  and shall vote all shares held by them,  in proxy or
otherwise,  in favor of such proposal.  This remedy is not intended to limit the
remedies  available  to the  holders of the  Series A  Preferred  Stock,  but is
intended to be in addition to any other remedies, whether in contract, at law or
in equity.

      4.4.  Notices of Record Date.  In the event that the Company shall propose
at any time:  (a) to declare  any  dividend  or  distribution  upon any class or
series of capital stock, whether in cash,  property,  stock or other securities;
(b) to effect any  reclassification  or  recapitalization  of its  Common  Stock
outstanding  involving  a  change  in the  Common  Stock;  or (c)  to  merge  or
consolidate with or into any other corporation,  or to sell, lease or convey all
or substantially all of its property or business,  or to liquidate,  dissolve or
wind up; then,  in  connection  with each such event,  the Company shall mail to
each holder of Series A Preferred Stock:

            (a) at least twenty (20) days' prior  written  notice of the date on
      which a record  shall be taken  for such  dividend  or  distribution  (and
      specifying  the date on which the holders of the affected  class or series
      of capital stock shall be entitled  thereto) or for determining the rights
      to vote, if any, in respect of the matters  referred to in clauses (b) and
      (c) in Section 4.4 above; and


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<PAGE>

            (b) in the case of the  matters  referred  to in Section 4.4 (b) and
      (c) above,  written  notice of such impending  transaction  not later than
      twenty (20) days prior to the shareholders' meeting called to approve such
      transaction, or twenty (20) days prior to the closing of such transaction,
      whichever is earlier,  and shall also notify such holder in writing of the
      final  approval  of such  transaction.  The  first of such  notices  shall
      describe the material  terms and  conditions of the impending  transaction
      (and specify the date on which the holders of shares of Common Stock shall
      be  entitled  to  exchange  their  Common  Stock for  securities  or other
      property  deliverable  upon the  occurrence of such event) and the Company
      shall thereafter give such holders prompt notice of any material  changes.
      The transaction  shall in no event take place sooner than twenty (20) days
      after the Company has given the first notice provided for herein or sooner
      than ten (10) days  after the  Company  has given  notice of any  material
      changes provided for herein.

      4.5. Limitations of Conversion.

            (a) Subject to the  Termination  Rights  specified in Section 4.5(b)
hereof, the Conversion Rights specified herein shall be subject to the following
limitations:

                  (i) The holders of the shares of Series A Preferred  Stock may
exercise their Conversion Rights at any time on or after May 21, 2005; and

                  (ii) No holder of the shares of Series A Preferred Stock shall
be entitled to convert the Series A Preferred  Stock to the extent,  but only to
the extent,  that such conversion  would, upon giving effect to such conversion,
cause the aggregate number of shares of Common Stock  beneficially owned by such
holder to exceed 4.99% of the outstanding  shares of Common Stock following such
conversion  (which provision may be waived by such holder by written notice from
such holder to the  Company,  which  notice shall be effective 61 days after the
date of such notice).

            (b) The  limitations on the Conversion  Rights  specified in Section
4.5(a) hereof shall terminate (the "Termination Rights") if there is a Change in
Control of the Company (as defined below).  For the purpose of hereof, a "Change
in Control" of the Company has occurred when: (i) any person  (defined herein to
mean any person within the meaning of Section 13(d) of the  Securities  Exchange
Act of 1934 (the  "Exchange  Act")),  other  than the  Company,  or an  employee
benefit plan  established  by the Board of  Directors of the Company,  acquires,
directly or indirectly, the beneficial ownership (determined under Rule 13d-3 of
the  regulations  promulgated by the Securities  and Exchange  Commission  under
Section 13(d) of the Exchange Act) of  securities  issued by the Company  having
forty percent (40%) or more of the voting power of all of the voting  securities
issued by the Company in the election of directors at the meeting of the holders
of voting  securities  to be held for such  purpose;  or (ii) a majority  of the
directors  elected at any  meeting of the  holders of voting  securities  of the
Company  are persons who were not  nominated  for such  election by the Board of
Directors  of the  Company  or a duly  constituted  committee  of the  Board  of
Directors of the Company having authority in such matters;  or (iii) the Company
merges or  consolidates  with or  transfers  substantially  all of its assets to
another person; (iv) a change in the Chief Executive Officer of the Company from
that person that serves in such position on the date hereof.


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<PAGE>

                                    SECTION 5

                                NO VOTING RIGHTS

      5.1.  General.  The  Series A  Preferred  Stock  shall not have any voting
rights, except as required under the Florida Business Corporation Act.

                                    SECTION 6

                                REDEMPTION RIGHTS

      5.1.  After  providing 10 days prior written  notice to the holders of the
Series A Preferred  Stock,  the Company  shall have the right to redeem  (unless
otherwise  prevented by law) any outstanding  shares of Series A Preferred Stock
at an amount equal to 120% of the  Liquidation  Amount,  plus accrued but unpaid
dividends  thereon (the  "Redemption  Price").  The Company shall consummate the
redemption  and pay the  Redemption  Price  within  20 days of the  date of such
notice. The Redemption Price shall be paid in immediately available funds.

                                    SECTION 7

                                  MISCELLANEOUS

      5.1. Headings of Subdivisions. The headings of the various Sections hereof
are for convenience of reference only and shall not affect the interpretation of
any of the provisions hereof.

      5.2. Severability of Provisions. If any right, preference or limitation of
the Series A Preferred Stock set forth herein (as this resolution may be amended
from time to time) is invalid, unlawful or incapable of being enforced by reason
of any  rule  of  law or  public  policy,  all  other  rights,  preferences  and
limitations  set forth in this  resolution  (as so  amended)  which can be given
effect  without the invalid,  unlawful or  unenforceable  right,  preference  or
limitation shall,  nevertheless,  remain in full force and effect, and no right,
preference or  limitation  herein set forth shall be deemed  dependent  upon any
other such right, preference or limitation unless so expressed herein.


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<PAGE>

      IN WITNESS WHEREOF, the Company has caused this Certificate of Designation
to be signed, under penalties of perjury, by Wayne Danson, its President.



Dated:  May 20, 2004                                 ADVANCED COMMUNICATIONS
                                                     TECHNOLOGIES, INC.



                                                     By: /s/ Wayne I. Danson
                                                        ------------------------
                                                         Wayne I. Danson
                                                         President


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