AMENDED EMPLOYMENT AGREEMENT
                          ----------------------------

      AMENDED EMPLOYMENT  AGREEMENT (this "Agreement"),  dated as of the 1st day
of June, 2005 ("Effective Date"), by and among Encompass Group Affiliates, Inc.,
a Delaware corporation ("Encompass"), Advanced Communication Technologies, Inc.,
a Florida Corporation  ("ACT"),  and Martin Nielson, an individual whose address
is 12111 Hilltop Drive,  Los Altos Hills, CA  ("Executive").  Encompass and ACT,
together with any and all of their respective subsidiaries, shall be referred to
collectively  herein as the "Company." This Amended Employment  Agreement amends
and replaces the Employment Agreement  ("Original  Agreement") between Executive
and the Company dated as of June 24, 2004 ("Original Effective Date").

                                   WITNESSETH


      WHEREAS,  on December 30, 2004, ACT acquired a majority of the outstanding
common stock of Pacific Magtron International Corp. ("PMIC").

      NOW,  THEREFORE,  in  consideration  of the mutual  covenants and promises
herein  contained,  and other good and valuable  consideration,  the receipt and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

      1. Employment.

            (a)  Encompass  hereby  employs  Executive,  and  Executive  accepts
employment with Encompass,  as Chief Executive Officer,  or such other executive
position with similar  responsibilities  and duties of a chief executive officer
of a company.

            (b) ACT hereby  employs  Executive,  and  Executive  hereby  accepts
employment with ACT, as Senior Vice President,  or such other executive position
with similar responsibilities and duties of a senior vice president of a company
as may be determined by the Board of Directors of ACT (the "Board") from time to
time during the Employment Period (as defined below).

            (c) Executive is currently a member of the Board.

            (d) In addition  to his duties set forth in this  Paragraph 1 and in
Paragraph  3 below,  Executive  shall at the  request of the ACT CEO (as defined
below) or the Board  serve as an  officer  or  director  of  subsidiary  of ACT,
without  additional  compensation  and subject to any policy of the Compensation
Committee of the Board (the "Compensation  Committee") with regard to directors'
fees.

      2. Term.  The initial  term of this  Agreement  commenced  on the Original
Effective Date and will expire on the second  anniversary  thereof (the "Initial
Employment  Period"),  unless earlier  terminated in accordance  with its terms;
provided,  however,  that the  Company  shall have the option of  retaining  the
services  of  Executive,  on the  terms  set  forth  in this  Agreement,  for an
additional  one-year  period by providing  Executive with written notice thereof
not less than thirty (30) days prior to the expiration of the Initial Employment
Period (the "Option Period" and together with the Initial Employment Period, the
"Employment  Period").  Unless earlier terminated in accordance  herewith,  upon
expiration of the Option  Period,  this  Agreement  shall be deemed to have been
extended for additional  terms of successive one year periods  commencing on the
day after the expiration of the then current Employment Period.


<PAGE>

      3. Employment and Duties.

            3.1 Duties and Responsibilities.

            (a) Executive's area of responsibility  during the Employment Period
shall be that of Chief Executive  Officer of Encompass and such senior executive
position of ACT to which the Board might appoint him.  Executive  shall directly
report to the Chief  Executive  Officer  of ACT (the "ACT  CEO"),  or such other
senior executive officer of ACT, as determined from time to time by the Company.
The  services to be  rendered by  Executive  pursuant  to this  Agreement  shall
consist of such services as defined and directed by the Board or the ACT CEO.

            (b) During the Employment Period,  Executive shall serve the Company
faithfully and to the best of his ability; shall devote his entire working time,
attention,  energy and skill to his  employment  and the benefit and business of
the Company;  and shall use his best efforts,  skills and ability to promote its
interests  and to  perform  such  duties as from time to time may be  reasonably
assigned  to him and are  consistent  with his  titles  and  positions  with the
Company.

            (c) During the Employment Period, in addition to any other duties or
responsibilities the Company gives to Executive,  Executive shall be required to
sign, and shall sign, all certifications and such other documents or instruments
required of an executive of a public  company or otherwise by (i) the Securities
and Exchange Commission, (ii) any exchange or association on which the Company's
shares of capital stock are listed, (iii) any federal, state or local authority,
(iv) any other governmental,  quasi-governmental  or non-governmental  entity or
organization  (foreign or domestic)  that  regulates or has  authority  over the
Company, and/or (v) the Company in connection with any of the foregoing.

            3.2 Observance of Rules and Regulations. Executive agrees to observe
and comply with all applicable  laws and  regulations,  as well as the rules and
regulations of the Company, with respect to the performance of his duties.

            3.3 Resignation  from Other  Positions.  Executive has resigned from
any and all other positions he may hold as an officer or director with any other
company prior to the Original Effective Date, other than the Company;  provided,
however,  that  notwithstanding  the foregoing,  Executive shall be permitted to
remain as (i) an outside director,  but not as Chairman,  of Hy-Tech  Technology
Group,  Inc. and Emerging Delta Corp., and (ii) Chairman of Altos Bancorp,  Inc.
("Altos")  for so long as Altos  remains a privately  held  company  that is not
required to file periodic and other  reports  pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended.


                                       2
<PAGE>

      4. Compensation; Benefits and Expenses.

            4.1 Acquisition Bonuses.

            (a)  Upon  execution  of the  Original  Agreement,  ACT  granted  to
Executive,  and Executive shall receive,  50,000,000  shares of ACT's restricted
common  stock,  priced at $.01 per share,  of which (i)  12,500,000  shares will
fully vest on July 1, 2005, and (ii)  37,500,000  shares will fully vest on July
1, 2006 (together, the "ACT Shares"); provided, as to each vesting traunch, that
Executive is then employed by the Company;  and provided further that the number
of ACT Shares shall be adjusted  accordingly  for stock  splits,  reverse  stock
splits  and  other  recapitalizations   effected  by  ACT.  Notwithstanding  the
foregoing, in the event Executive's employment with the Company is terminated by
the Company  without  "cause" prior to the expiration of the Initial  Employment
Period, a pro-rata amount of otherwise unvested ACT Shares,  based on the number
of days elapsed during the applicable fiscal year, shall become fully vested and
payable by the Company.

            (b) Within  five (5)  business  days after the  consummation  of the
transaction  contemplated by that certain Agreement,  dated May 27, 2004, by and
among Encompass and HYTT, Encompass paid to Executive $15,000 in cash.

            (c) Within  five (5)  business  days after the later to occur of (i)
the  consummation of the  acquisition of a majority of the outstanding  stock of
Pacific  Magtron  International  Corp.,  Encompass paid to Executive  $15,000 in
cash.

            4.2 Base Salary.

            (a) As  compensation  for the  services  to be  rendered  hereunder,
during agreement year ending on June 23, 2005,  Encompass shall pay to Executive
an annual base salary (the "Base Salary") of $225,000; during the agreement year
ending June 23, 2006,  the Base Salary shall be $175,000;  and during the Option
Period,  the Base Salary shall be $200,000.  The Base Salary shall be payable in
accordance with usual payroll practices of the Company.

            (b) The Base Salary  payable by  Encompass  for any period  shall be
reduced by any cash  compensation  for such period paid to Executive by PMIC (or
its  subsidiaries)  or any other  indirect or direct  majority  or wholly  owned
subsidiary of Encompass or ACT.

            4.3 Bonus.

            (a) For each  fiscal  year or  portion  thereof  after the  Original
Effective  Date and during  the  Employment  Period,  the  Company  shall pay to
Executive an annual  performance  bonus, in cash and/or restricted stock of ACT,
in an amount  determined at the sole discretion of the  Compensation  Committee,
taking into account Executive's  contribution to ACT's consolidated net earnings
and  stock  appreciation  during  such  fiscal  year (the  "Overall  Performance
Bonus").

            (b)  Immediately  following  each fiscal year,  Encompass  shall set
aside for the payment of Encompass  executive  bonuses,  an amount equal to five
percent (5%) of net income of Encompass  during such fiscal year (the "Encompass
Bonus Pool").  For each fiscal year or portion  thereof after the Effective Date
and during the Employment  Period,  the Company shall pay to Executive an annual
performance bonus, in cash and/or restricted stock of ACT, equal to a portion of
the Encompass Bonus Pool, as determined by the  Compensation  Committee,  in its
sole  discretion (the  "Encompass  Performance  Bonus" and together with the ACT
Performance Bonus, the "Performance Bonuses").  The Performance Bonuses shall be
paid by Encompass to the extent payable in cash and by ACT to the extent payable
in stock.


                                       3
<PAGE>

For purposes hereof, "net income" shall mean, with respect to Encompass, for any
fiscal year, the net income (loss) of Encompass for such fiscal year, determined
on a consolidated basis  (consolidated  basis shall include Encompass and all of
its wholly-owned  subsidiaries) in accordance with generally accepted accounting
principals,  consistently  applied;  provided,  however,  that  there  shall  be
excluded  from net  income  (a) the net  income  (loss)  of any  person in which
Encompass has a joint interest with a third party, except to the extent such net
income is actually  paid to Encompass by dividend or other  distribution  during
such fiscal year,  (b) the net income (or loss) of any person  accrued  prior to
the date it  becomes a  subsidiary  of  Encompass  or is merged  into or becomes
consolidated  with  Encompass or its assets are purchased by Encompass,  and (c)
the net income (if  positive) of any  subsidiary of Encompass to the extent that
the  declaration  or payment of dividends or similar  distributions  of such net
income by such  subsidiary (i) is not at that time permitted by operation of the
terms of its  charter or any  agreement,  instrument,  judgment,  decree,  order
statute,  rule or governmental  regulation or (ii) would be subject to any taxes
payable on such dividends or distributions.

            (c) In addition to the  Performance  Bonuses,  the Company may grant
restricted  shares of common stock of ACT to Executive,  with a vesting schedule
and  other  terms  established  by  the  Compensation  Committee,  in  its  sole
discretion (the "Incentive Bonus").

            (d)  Executive  acknowledges  that  the  amount  of the  Performance
Bonuses and the amount of the  Incentive  Bonus shall at all times be determined
by the Compensation  Committee,  in its sole  discretion.  The Company shall pay
each of the  Performance  Bonuses and the  Incentive  Bonus to Executive  within
thirty (30) days after the Company's  audited results for the applicable  fiscal
year are delivered to the Company,  but in no event later than October 15 of the
immediately following fiscal year.

            4.4 Life Insurance.

            (a)  During  the  Employment   Period,  the  Company  shall  provide
Executive  with term life  insurance  with a death benefit equal to  $1,000,000,
provided that  Executive is  insurable.  The Company shall pay all premiums with
respect to such life  insurance.  Such life  insurance  may be  provided  either
through the Company's group life insurance programs, by an individual policy, or
by a combination of both group and individual  policies.  Executive shall at all
times designate the beneficiary(ies) of such life insurance.

            (b) In addition to Section 4(a) above,  the Company  shall  maintain
"key man" life  insurance on the life of Executive with a death benefit equal to
$2,000,000.  The  Company  shall  pay all  premiums  with  respect  to such life
insurance. The Company shall at all times designate the beneficiary(ies) of such
"key man" life insurance.


                                       4
<PAGE>

            4.5 Other Benefits.  Executive shall also be eligible to participate
in any life and health  insurance  programs that the Company makes  available to
all of its executives of similar seniority.  Executive shall also be eligible to
receive  discretionary  performance  based bonuses as approved and authorized by
the Compensation  Committee,  including any incentive stock programs approved by
ACT's shareholders.

            4.6 Business Expenses.  Executive will be reimbursed,  in accordance
with the Company's expense reimbursement policy, for business expenses that have
been  pre-approved by the Board or the ACT CEO upon  presentation of vouchers or
other documents  reasonably necessary to verify the expenditures and sufficient,
in form and substance, to satisfy Internal Revenue Service requirements for such
expenses.

            4.7  Vacation.  Executive  shall be  entitled to take up to four (4)
weeks of vacation per calendar year, which shall be taken in accordance with the
Company's  vacation  policy  in  effect  from  time to time  for  executives  of
comparable seniority.

      5. No Competitive Activities; Confidentiality; Invention

            5.1  General  Restriction.  During the  Employment  Period and for a
period  of  two  (2)  years  thereafter  (the  "Restricted  Period"),  Executive
covenants  and  agrees  that,  except  on behalf  of the  Company,  he will not,
directly or indirectly:

            (a) Competing Business. Own, manage, operate,  control,  participate
in the  ownership,  management,  operation  or control  of, be  employed  by, or
provide services as a consultant to, any individual or business that is involved
in business  activities that are the same as, similar to or in competition with,
directly or  indirectly,  with any business  activities  conducted,  or actively
being  planned,   by  the  Company  during  the  Restricted   Period  (it  being
acknowledged that the Company's business is national in scope). The ownership of
less than one percent (1%) of the  outstanding  stock of any public  corporation
shall not be deemed a violation of this provision.

            (b)  Soliciting  Customers.  Attempt  in any  manner to  contact  or
solicit any  individual,  firm,  corporation  or other entity (i) that is or has
been, a customer of the Company at any time during the Restricted  Period,  (ii)
to which a proposal has been made by the Company during the Restricted Period or
(iii)  appearing  on the  Company's  new  business  target  list on the  date of
Executive's  termination  (as such  list has been  prepared  and  maintained  in
accordance  with the  Company's  past  practice),  for the purpose of  providing
services  or  products  similar to the  services  and  products  provided by the
Company,  or engaging in any activity  which could be,  directly or  indirectly,
competitive with the business of the Company.

            (c)  Interfering  with  Other  Relations.  Persuade  or  attempt  to
persuade any  supplier,  vendor,  licensor or other entity or  individual  doing
business with the Company to discontinue or reduce its business with the Company
or otherwise interfere in any way with the business relationships and activities
of the Company.

            (d) Employees.  Attempt in any manner to solicit any individual, who
is at the time of such attempted solicitation, or at any time during the one (1)
year period preceding the termination of Executive's employment,  an employee or
consultant of the Company,  to terminate his or her  employment or  relationship
with the  Company,  or engage such  individual,  as an  employee or  consultant.
Cooperate with any other person in persuading, enticing or aiding, or attempting
to  persuade,  entice or aid, any  employee of or  consultant  to the Company to
terminate his or her employment or business relationship with the Company, or to
become  employed as an employee or retained as a consultant  by any person other
than the Company.


                                       5
<PAGE>

            5.2  Confidentiality  Agreement.  Executive shall not, either during
the Employment  Period or at any time  thereafter,  use or disclose to any third
person any Confidential  Information of the Company, other than at the direction
of the  Company,  or  pursuant  to a court  order  or  subpoena,  provided  that
Executive  will give notice of such court order or subpoena to the Company prior
to such  disclosure.  Upon the  termination of Executive's  employment  with the
Company for any  reason,  Executive  shall  return any notes,  records,  charts,
formulae or other  materials  (whether in hard copy or computer  readable  form)
containing Confidential  Information,  and will not make or retain any copies of
such materials.  Without  limiting the generality of the foregoing,  the parties
acknowledge that the Company from time to time may be subject to agreements with
its  customers,  suppliers or licensors to maintain the confidence of such other
persons' confidential information. The terms of such agreements may require that
the Company's employees,  including Executive, be bound by such agreements,  and
Executive  shall be  deemed  so bound  upon  notice  to him of the terms of such
agreements.  The term  "Confidential  Information" as used herein shall mean any
confidential  or proprietary  information of the Company whether of a technical,
engineering,  operational,  financial  or economic  nature,  including,  without
limitation,  all prices, discounts, terms and conditions of sale, trade secrets,
know-how,  customers,   inventions,  business  affairs  or  practices,  systems,
products,  product  specifications,  designs,  plans,  manufacturing  and  other
processes,   data,  ideas,   details  and  other  information  of  the  Company.
Confidential  Information  shall not include  information which can be proven by
Executive  to have  been  developed  by his own  work as of the  Effective  Date
completely  independent  of its  disclosure  by the  Company  or which is in the
public domain, provided such information did not become available to the general
public as a result of Executive's breach of this Paragraph 5.2.

            5.3 Disclosure of Innovations.  Executive shall make prompt and full
written  disclosure  to the  Company  and  solely the  Company of all  writings,
inventions, processes, methods, plans, developments,  improvements,  procedures,
techniques and other innovations of any kind that Executive may make, develop or
reduce to  practice,  alone or  jointly  with  others,  at any time  during  the
Employment  Period and for a period of one (1) year  thereafter,  whether during
working  hours or at any  other  time and  whether  at the  request  or upon the
suggestion of the Company or otherwise, and whether or not they are eligible for
patent,   copyright,   trademark,   trade  secret  or  other  legal   protection
(collectively,  "Innovations").  Examples of Innovations shall include,  but are
not limited to, discoveries,  research,  formulas,  tools,  know-how,  marketing
plans,  new product  plans,  production  processes,  advertising,  packaging and
marketing  techniques and  improvements  to computer  hardware or software.  The
written  disclosures  provide  for  herein  shall  be made to the ACT CEO or the
Board.

            5.4 Assignment of Ownership of Innovations. All Innovations shall be
the sole and exclusive  property of the Company.  Executive  hereby  assigns all
rights,  title or  interest in and to the  Innovations  to the  Company.  At the
Company's  request and  expense,  during the  Employment  Period and at any time
thereafter, Executive will assist and cooperate with the Company in all respects
and will execute documents and give testimony to obtain,  maintain,  perfect and
enforce for the Company any and all patent, copyright,  trademark,  trade secret
and other legal protections for the Innovations.


                                       6
<PAGE>

            5.5 Remedies. Executive acknowledges that the restrictions contained
in the  foregoing  paragraphs  5.1  through  5.4,  in view of the  nature of the
business in which the Company is engaged,  are reasonable and necessary in order
to protect the legitimate  interests of the Company, and that the legal remedies
for a breach of any of the  provisions of this section 5 will be inadequate  and
that such provisions may be enforced by restraining order, injunction,  specific
performance  or  other  equitable  relief.  Such  equitable  remedies  shall  be
cumulative  and in addition  to any other  remedies  which the injured  party or
parties may have under  applicable  law,  equity,  this  Agreement or otherwise.
Executive  shall  not,  in  any  action  or  proceeding  to  enforce  any of the
provisions  of this  Paragraph  5, assert the claim or defense  that an adequate
remedy at law  exists.  The  prevailing  party  shall be entitled to recover its
legal fees and expenses in any action or  proceeding  for breach of this section
5.

            5.6 Company Property. All Confidential Information; all Innovations;
and all correspondence, files, documents, advertising, sales, manufacturers' and
other materials or articles or other information of any kind, in any media, form
or  format  furnished  to  Executive  by  the  Company,  which  may  not  deemed
confidential,  shall be and remain the sole  property of the  Company  ("Company
Property").  Upon termination or at the Company's request, whichever is earlier,
Executive shall immediately deliver to the Company all such Company Property.

            5.7 Public  Policy/Severability.  The  parties do not wish to impose
any undue or unnecessary  hardship upon  Executive  following his departure from
the Company's employment.  The parties have attempted to limit the provisions of
this section 5 to achieve such a result,  and the parties  expressly intend that
all  provisions  of this section 5 be  construed  to achieve  such  result.  If,
contrary  to the  effort  and  intent  of the  parties,  any  covenant  or other
obligation  contained  in this  section  5 shall be found  not to be  reasonably
necessary for the protection of the Company,  to be unreasonable as to duration,
scope or nature of  restrictions,  or to impose an undue  hardship on Executive,
then it is the desire of the parties  that such  covenant or  obligation  not be
rendered invalid thereby,  but rather that the duration,  scope or nature of the
restrictions be deemed reduced or modified,  with retroactive  effect, to render
such  covenant or  obligation  reasonable,  valid and  enforceable.  The parties
further  agree that in the event a court,  despite the efforts and intent of the
parties,  declares any portion of the covenants or obligations in this section 5
invalid,  the remaining  provisions of this section 5 shall  nonetheless  remain
valid and enforceable.

      6. Termination.

            6.1 Termination For Cause.  Notwithstanding anything to the contrary
contained  herein,  this Agreement may be terminated  prior to the expiration of
the Employment Period upon seven (7) days' prior written notice from the Company
to  Executive  for  "cause,"  at which  time the  Company  shall have no further
obligations  or  liabilities  to  Executive  whether  under  this  Agreement  or
otherwise and Executive's right to further  compensation and benefits  hereunder
(including,  but not limited to, unvested stock) shall immediately  cease, other
than payment to Executive of Base Salary accrued,  and reimbursement of expenses
incurred in  accordance  with  Paragraph  4.6,  prior to the  effective  date of
termination  of this  Agreement  (the  "Termination  Date").  As used herein and
throughout this  Agreement,  the term "cause" shall mean (i) any act or omission
by Executive  that  constitutes  malfeasance,  misfeasance or nonfeasance in the
course of Executive's  duties hereunder,  or in the judgment of the Board or the
ACT CEO,  Executive has been grossly  negligent  (including  habitual neglect of
duties), incompetent or insubordinate in carrying out his duties hereunder, (ii)
a material  breach of this  Agreement  that is not cured within ten (10) days of
receipt of notice thereof,  (iii) Executive's breach of a fiduciary duty owed to
the Company or its affiliates,  or (iv)  Executive's  conviction of, or pleading
nolo  contendere to, a criminal  offense or crime  constituting a misdemeanor or
felony, or conviction in respect to any act involving fraud, dishonesty or moral
turpitude (other than minor traffic infractions or similar minor offenses).


                                       7
<PAGE>

            6.2 Termination without Cause.

            (a) Without  Cause.  This Agreement may be terminated by the Company
without  cause and for any reason or no reason  prior to the  expiration  of the
Employment  Period upon thirty (30) days' prior written  notice from the Company
to the Executive.

            (b) Severance.  In the event that the Company terminates Executive's
employment  without  cause,  the Company  shall pay to Executive (i) Base Salary
accrued,  and expenses  incurred in accordance  with Paragraph 4.6, prior to the
Termination  Date,  (ii) any unpaid bonus owed to  Executive  for a prior fiscal
year ((i) and (ii) together,  the "Accrued  Payments"),  which Accrued  Payments
shall be paid to  Executive in  accordance  with  Sections  4.2, 4.3 and 4.6, as
applicable,  and (iii) an additional amount of Base Salary which would have been
payable to Executive during the six (6) month period  immediately  following the
Termination  Date (the "Severance  Payment"),  which Severance  Payment shall be
payable in cash to Executive in equal monthly installments on the first business
day of each calendar month during the six (6) month period immediately following
the Termination Date. Except as provided in the preceding sentence,  the Company
shall have no further obligations or liabilities to Executive whether under this
Agreement  or  otherwise  and  Executive's  right to  further  compensation  and
benefits  hereunder  (including,  but not  limited  to,  unvested  stock)  shall
immediately cease.

            6.3  Termination  of Other  Positions.  Upon the  Termination  Date,
Executive hereby resigns as Chief Executive Officer of Encompass and any and all
other positions as officer or director Executive may then hold with the Company,
and as fiduciary of any benefit plan of the Company.  Executive  shall  promptly
execute any further  documentation as requested by the Company and, if Executive
is to  receive  any  payments  from  the  Company,  execution  of  such  further
documentation shall be a condition thereof.


                                       8
<PAGE>

      7. Disability or Death.

            7.1 Disability.  If, during the Employment Period, Executive becomes
disabled or incapacitated as determined under the Company's Long Term Disability
Policy  ("Permanently  Disabled"),  the Company shall have the right at any time
thereafter  (but in no event  less than 120 days  after the event  causing  such
disability  or  incapacity),  so long as  Executive  is then  still  Permanently
Disabled,  to  terminate  this  Agreement  upon thirty (30) days' prior  written
notice  to  Executive.  In the  event  the  Company  does not  have a Long  Term
Disability  Policy  at the time of the event  causing  the  Executive  to become
Permanently Disabled, "Permanently Disabled" shall mean Executive's inability to
fully  perform  his duties and  responsibilities  hereunder  to the full  extent
required  by the  Company by reason of  illness,  injury or  incapacity  for 120
consecutive  days or for more than six (6) months  during any twelve  (12) month
period.  If the Company  elects to  terminate  this  Agreement in the event that
Executive  becomes  Permanently  Disabled,  the  Company  shall  have no further
obligations  or  liabilities  to  Executive,  whether  under this  Agreement  or
otherwise  (including,  but not limited to, unvested stock) , other than payment
to Executive of the Accrued  Payments,  which Accrued  Payments shall be paid to
Executive in accordance with Sections 4.2, 4.3 and 4.6, as applicable.

            7.2 Death.  If Executive  dies during the  Employment  Period,  this
Agreement shall automatically terminate as of the date of Executive's death, and
the Company  shall have no further  obligations  or  liabilities  to  Executive,
whether  under this  Agreement  or  otherwise  (including,  but not  limited to,
unvested  stock),  other  than  payment  to  Executive's  estate of the  Accrued
Payments,  which Accrued  Payments shall be paid to Executive in accordance with
Sections 4.2, 4.3 and 4.6, as applicable.

      8. Indemnification.  Each of the Company and Executive shall indemnify the
other for any losses, damages, liabilities,  judgments, claims, costs, penalties
and expenses incurred by such other party (including,  without limitation, costs
and  reasonable  attorneys'  fees and costs),  resulting  from the  indemnifying
party's failure to perform any of their obligations contained in this Agreement.
The Company shall be obligated to indemnify  Executive against those liabilities
incurred by him in connection with any proceeding to which he is made a party as
the result of his performing his duties hereunder solely in accordance with, and
as permitted by, the Company's  bylaws.  As soon as  practicable,  ACT shall use
commercially  reasonable efforts to obtain directors' and officers' insurance in
amounts equal to amounts maintained by publicly companies  similarly situated to
that of ACT.

      9. Governing Law. This Agreement shall be governed by the internal laws of
the State of  Delaware.  Any action to enforce any term hereof  shall be brought
exclusively within the state or federal courts of Delaware to which jurisdiction
and venue all parties hereby submit themselves.

      10. Binding Effect.  Except as otherwise herein expressly  provided,  this
Agreement  shall be binding upon,  and shall inure to the benefit of the parties
hereto, their respective heirs, legal representatives, successors and assigns.

      11.  Assignment.  Any  assignee  of the  Company  shall  have the right to
enforce the restrictive  covenants set forth in this Agreement,  and the Company
shall have the right to assign  this  Agreement  and the right to  enforce  such
covenants to any successor or assign of the Company.

      12. Notices. All notices,  designations,  consents,  offers,  acceptances,
waivers or any other  communication  provided for herein, or required hereunder,
shall be sufficient  if in writing and if sent by registered or certified  mail,
return  receipt  requested,  overnight  courier,  or  delivered  by  hand to (i)
Executive  at his last  known  address  on the books of the  Company or (ii) the
Company at its principal place of business.


                                       9
<PAGE>

      13. Additional Documents. Each of the parties hereto agrees to execute and
deliver,  without cost or expense to any other  party,  any and all such further
instruments or documents and to take any and all such further action  reasonably
requested by such other of the parties  hereto as may be necessary or convenient
in order to effectuate this Agreement and the intents and purposes thereof.

      14. Counterparts. This Agreement may be executed simultaneously in several
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument, and such counterparts may
be delivered by facsimile  transmission,  which facsimile copies shall be deemed
originals.

      15.  Entire  Agreement.  This  Agreement  contains  the  sole  and  entire
agreement  and  understanding  of the parties and  supersedes  any and all prior
agreements, discussions,  negotiations, commitments and understandings among the
parties  hereto  with  respect  to  the  subject  matter  hereof.  There  are no
representations,  agreements,  arrangements or understandings,  oral or written,
between or among the parties concerning the subject matter hereto, which are not
fully  expressed  herein or in any  supplemental  written  agreements of even or
subsequent date hereof.

      16. Severability.  If any provision of this Agreement,  or the application
thereof to any person or circumstances, shall, for any reason and to any extent,
be invalid or unenforceable, the remainder of this Agreement and the application
of such  provision  to other  persons  or  circumstances  shall not be  affected
thereby, but rather shall be enforced to the greatest extent permitted by law.

      17. Modification. This Agreement cannot be changed, modified or discharged
orally, but only if consented to in writing by both parties.

      18.  Contract  Headings.  All headings of the Paragraphs of this Agreement
have been inserted for convenience of reference only, are not to be considered a
part of this Agreement,  and shall in no way affect the interpretation of any of
the provisions of this Agreement.

      19.  Waiver.  Failure to insist  upon  strict  compliance  with any of the
terms,  covenants,  or  conditions  hereof  shall not be deemed a waiver of such
term,  covenant,  or condition,  nor shall any waiver or  relinquishment  of any
right or power  hereunder  at any one time or more  times be  deemed a waiver or
relinquishment of such right or power at any other time or times.

      20. Representation of Executive.  Executive,  with the full knowledge that
the Company is relying thereon, represents and warrants that he has not made any
commitment  inconsistent with the provisions hereof and that he is not under any
disability  which  would  prevent  him from  entering  into this  Agreement  and
performing all of his obligations hereunder.


                                       10
<PAGE>

      21.  Joint  Participation  in  Drafting.  Each  party  to  this  Agreement
participated  in the drafting of this  Agreement.  As such,  the  language  used
herein  shall be  deemed to be the  language  chosen  by the  parties  hereto to
express their mutual intent, and no rule of strict construction shall be applied
against any party to this Agreement.


                            [SIGNATURE PAGE FOLLOWS]


                                       11
<PAGE>

      IN WITNESS  WHEREOF the parties  hereto have executed this Agreement as of
the day and year first above written.

                                    ENCOMPASS GROUP, INC.


                                    By: /s/ Wayne I. Danson
                                       ---------------------------------------
                                       Name: Wayne I. Danson
                                       Title: Chairman


                                    ADVANCED COMMUNICATIONS TECHNOLOGIES, INC.


                                    By: /s/ Wayne I. Danson
                                       ---------------------------------------
                                       Name: Wayne I. Danson
                                       Title: CEO


                                    EXECUTIVE:


                                    /s/ MARTIN NIELSON
                                    ---------------------------------------
                                    MARTIN NIELSON