Exhibit
      3(i)





**RESTATED
      ARTICLES OF INCORPORATION** **1**




**OF**





**ADVANCED
      COMMUNICATIONS TECHNOLOGIES, INC.**




**ARTICLE
      I.****NAME**





The
      name
      of the corporation shall be:




ADVANCED
      COMMUNICATIONS TECHNOLOGIES, INC.




The
      address of the principal office of this Corporation shall be 307 East
      51 st Street,
      New York, New York 10022 2  and the
      mailing address shall be the same as the principal office.




**ARTICLE
      II.****NATURE
      OF BUSINESS**




This
      corporation may engage or transact in any or all lawful activities or business
      permitted under the laws of the United States, the State of Florida or any
      other
      state, country, territory or nation.




**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. 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.





1  Solely
        for purposes of compliance with Item 601(b)(3)(i) of Regulation S-B promulgated
        by the U.S. Securities and Exchange Commission, the Articles of Incorporation
        of
        Advanced Communications Technologies, Inc. have been restated to integrate
        previous amendments thereto. This version of the Restated Articles of
        Incorporation has not been approved by the Board of Directors of the Corporation
        (the “Board”); nor has it been filed with the Department of State of the State
        of Florida.
 2  The
        correct address of the principal office and the mailing address of the
        Corporation has changed to “420 Lexington Avenue, New York, New York 10170.” The
        Board is expected to adopt an amendment correcting the address in the
        future.




**ARTICLE
      IV.** **REGISTERED
      AGENT** 3





The
      Registered Agent for MFI shall be:




Roger
      May


Media
      Forum International, Inc.


2247
      Palm
      Beach Lakes Blvd., Suite 220


West
      Palm
      Beach, Florida 33409





**ARTICLE
      V.****TERM
      OF EXISTENCE**




This
      corporation is to exist perpetually.





**ARTICLE
      VI.** **DIRECTORS**




All
      corporate powers shall be exercised by or under the authority of, and the
      business and affairs of the corporation managed under the direction of its
      Board
      of Directors, subject to any limitation set forth in these Articles of
      Incorporation.





**ARTICLE
      VII.** 4





The
      name
      and street address of the incorporator to these Articles of
      Incorporation:




Corporate
      Agents, Inc.


1201
      Hays
      Street


Tallahassee,
      Florida 32301





**ARTICLE
      VIII.** **INDEMNIFICATION**




The
      Corporation shall indemnify and hold harmless its officers, directors,
      employees, and agents from actions arising from their services to the
      Corporation, in any such capacity, to the fullest extent permitted by
      law.




3  The
          registered agent for the Corporation has been changed. It is expected that
          the
          Board will amend Article IV to reflect this change, as well as to correct
          the
          reference to the Corporation’s name.
 4  It
          is
          expected that the Board will amend the Article VII to omit any reference
          to the
          original incorporator.


2




EXHIBIT
      A





Certificate
      of Designation of the Series A-2 Preferred Stock (par value $0.01 per share)
      filed with the Florida Department of State on August 17, 2007.





3




**CERTIFICATE
          OF DESIGNATION OF THE SERIES A-2 PREFERRED
          STOCK**


**(PAR
      VALUE $0.01 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 August 16,
      2007:




RESOLVED,
      that the Board has determined that it is in the best interests of the Company
      to
      provide for the designation and issuance of Series A-2 Convertible Preferred
      Stock, par value of $0.01 per share (the “ Series
      A-2 Preferred Stock ”),
      to
      consist of up to 8,413 shares, and hereby fixes the powers, designations,
      preferences and relative other special rights of the shares of such Series
      A-2
      Preferred Stock as follows:




**SECTION 1**




**DESIGNATION
      AND RANK**




1.1  Designation .
      This
      resolution shall provide for a series of preferred stock, the designation of
      which shall be “ Series
      A-2 Convertible Preferred Stock ”,
      par
      value $0.01 per share. The number of authorized shares constituting the Series
      A-2 Preferred Stock is 8,413.




1.2  Rank .
      With
      respect to the distribution of the assets of the Company upon Liquidation (as
      defined below), the Series A-2 Preferred Stock shall be (i) junior and
      subordinate to the Company’s Series C Convertible Preferred Stock, par value
      $0.01 per share (“ Series
      C Preferred Stock ”),
      Series D Convertible Preferred Stock, par value $0.01 per share (the
“ Series
      D Preferred Stock ”)
      and to
      any other series of preferred stock designated by the Board of Directors after
      the date hereof as senior to the Series A-2 Preferred Stock(collectively, the
      “ Senior
      Stock ”),
      and
      (ii) pari passu with the common stock of the Company, par value $0.01 per share
      (the “ Common
      Stock ”).




**SECTION 2**




**DIVIDEND
      RIGHTS**




2.1  So
      long
      as any shares of Series A-2 Preferred Stock remain outstanding, no dividend
      or
      distribution whatsoever (other than distributions in connection with a
      Liquidation as set forth below) shall be paid or declared in respect of the
      Common Stock unless and until each of the then outstanding shares of Series
      A-2
      Preferred Stock has been paid aggregate dividends equal to $1.00 per share.
      In
      the event that the Company thereafter pays or declares any dividend on the
      Common Stock, then the holders of Series A-2 Preferred Stock shall be entitled
      to receive, on a pari passu basis with the holders of Common Stock, dividends
      as
      if such holders’ Series A-2 Preferred Stock were converted into to Common Stock
      at the Series A-2 Conversion Rate (as defined below) immediately prior to the
      declaration of such dividend (assuming for these purposes that the number of
      authorized shares of Common Stock had been increased to an amount sufficient
      for
      the conversion of the Series A-2 Preferred Stock).









**SECTION 3**




**LIQUIDATION
      RIGHTS**




3.1  Liquidation
      Preference .




(a)  Upon
      any
      Liquidation (as defined below), subject to the rights of the Senior Stock,
      the
      holders of Series A-2 Preferred Stock shall be entitled to receive out of the
      assets of the Company, whether such assets are capital, surplus or earnings,
      on
      a pari passu basis with the holders of Common Stock, an amount per share of
      Series A-2 Preferred Stock equal to the Assumed Conversion Amount. Thereafter,
      no further distributions shall be made to the holders of Series A-2 Preferred
      Stock in respect of such shares.




(b)  For
      purposes hereof:




(i)  “ Liquidation ”
means
      (A) a liquidation, dissolution or winding up of the Company, whether voluntary
      or involuntary, (B) a consolidation or merger of the Company with or into any
      other person(s), entity or entities in which less than a majority of the
      outstanding voting power of the surviving person(s), entity or entities is
      held
      by persons or entities who were stockholders of the Company prior to such event
      or (C) a sale or other disposition (whether in a single transaction or a series
      of related transactions) of substantially all of the assets of the
      Company.




(ii)  “ Assumed
      Conversion Amount ”
means
      the total amount of proceeds that would be payable to the holder of a share
      of
      Series A-2 Preferred Stock on a Liquidation if immediately prior to such
      Liquidation each outstanding share of Series A-2 Preferred Stock were converted
      into a number of shares of Common Stock at the then current Series A-2
      Conversion Rate (assuming for these purposes that the number of authorized
      shares of Common Stock has been increased to an amount sufficient for the
      conversion of the Series A-2 Preferred Stock).




**SECTION 4**




**CONVERSION**




4.1  Charter
      Amendment .
      Promptly following the date hereof, the Company shall use all reasonable
      commercial efforts to cause the Articles of Incorporation of the Company (the
      “ Charter
      Amendment ”)
      to be
      amended in order to increase the authorized number of shares of Common Stock
      to
      an amount reasonably sufficient for the conversion of Series A-2 Preferred
      Stock
      into Common Stock at the Series A-2 Conversion Rate (as defined below),
      including the recommendation and submission of a proposal to the stockholders
      of
      the Company for the approval of such amendment.




2




4.2  Automatic
      Conversion .
      Immediately upon the approval of the Charter Amendment and the effective filing
      thereof with the Florida Department of State, each share of Series A-2 Preferred
      Stock shall be automatically converted into 1,000,000 shares of Common (the
      “ Series
      A-2 Conversion Rate ”)
      without any further action on the part of the Company or the holder
      thereof.




4.3  General .




(a)  Adjustments .
      The
      Series A-2 Conversion Rate as described in Section 4.2 above shall be adjusted
      from time to time in the event of any stock split involving the Common Stock,
      reclassification of the Common Stock or recapitalization involving Common Stock.
      The holders of the Series A-2 Preferred Stock shall thereafter be entitled
      to
      receive, and (if applicable) provision shall be made therefor in any agreement
      or other instrument relating to such stock split, reclassification or
      recapitalization, upon conversion of the Series A-2 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-2 Preferred Stock would have been
      entitled if they had held the number of shares of Common Stock into which the
      Series A-2 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-2 Preferred Stock, to the end that the provisions set forth herein shall
      thereafter be applicable, in the reasonable discretion of the Board, in relation
      to any shares, other securities, or property thereafter receivable upon
      conversion of the Series A-2 Preferred Stock. An adjustment made pursuant to
      this subparagraph shall become effective at the time at which such stock split,
      reclassification or recapitalization becomes effective.




(b)  Procedures
      for Conversion .
      The
      holder of any shares of Series A-2 Preferred Stock shall, upon any conversion
      of
      such Series A-2 Preferred Stock in accordance with this Section 4, surrender
      certificates representing the Series A-2 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-2
      Preferred Stock so converted shall be entitled. Upon the automatic conversion
      of
      shares of Series A-2 Preferred Stock pursuant to Section 4.2 above, such shares
      shall cease to constitute shares of Series A-2 Preferred Stock and shall
      represent only a right to receive shares of Common Stock into which they have
      been converted.




3




**SECTION 5**




**VOTING
      RIGHTS**




5.1  Series
      A-2 Voting Rights .
      The
      holder of each share of Series A-2 Preferred Stock will be entitled to vote
      on
      all matters submitted to the stockholders of the Company. Each share of Series
      A-2 Preferred Stock will entitle the holder thereof to such number of votes
      per
      share equal to the Series A-2 Conversion Rate as of the record date of such
      vote
      (determined assuming that the Charter Amendment has been duly approved and
      effectively filed). Except as otherwise provided herein or as required by
      applicable law, the holders of shares of Series A-2 Preferred Stock shall have
      the right to vote together with the holders of Common Stock and other shares
      of
      the Company's common and preferred stock that, by their terms, vote with the
      Common Stock, as a single class, and not by separate class or series, on all
      matters submitted to a vote or consent of shareholders. The Series A-2 Preferred
      Stock shall have no right to vote as a separate class except as required by,
      and
      cannot be waived under, the Florida Business Corporation Act.




**SECTION 6**




**MISCELLANEOUS**




6.1  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.




6.2  Severability
      of Provisions .
      If any
      right, preference or limitation of the Series A-2 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.




[Remainder
      of page intentionally left blank.]




4


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







Dated:
                August 16, 2007
            ADVANCED COMMUNICATIONS TECHNOLOGIES, INC.By:
            /s/
                Wayne Danson




5





EXHIBIT
      B





Certificate
      of Designations of the Series C Preferred Stock (par value $0.01 per share)
      filed with the Florida Department of State on August 17, 2007.










**CERTIFICATE
      OF DESIGNATION OF THE SERIES C PREFERRED STOCK**


**(PAR
      VALUE $0.01 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 at a meeting held on August 16,
      2007:




RESOLVED,
      that the Board has determined that it is in the best interests of the Company
      to
      provide for the designation and issuance of Series C Preferred Stock, par value
      of $0.01 per share (the “ Series
      C Preferred Stock ”),
      to
      consist of up to 1,000 shares, and hereby fixes the powers, designations,
      preferences and relative other special rights of the shares of such Series
      C
      Preferred Stock as follows:




**SECTION 1**




**DESIGNATION
      AND RANK**




1.1  Designation .
      This
      resolution shall provide for a series of preferred stock, the designation of
      which shall be “ Series
      C Preferred Stock ”,
      par
      value $0.01 per share. The number of authorized shares constituting the Series
      C
      Preferred Stock is 1,000. The Series C Preferred Stock will have the liquidation
      preferences set forth 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 (as defined below), the Series C Preferred Stock shall be senior
      to
      the common stock of the Company, no par value per share (the “ Common
      Stock ”),
      and,
      except for any series of preferred stock that is designated by the Board of
      Directors after the date hereof as senior to the Series C Preferred Stock
      (“ Senior
      Stock ”)
      or as
      pari passu with the Series C Preferred Stock (the “ Pari
      Passu Stock”)
      and is consented to pursuant to Section 5.2 below, senior to all other series
      of
      preferred stock (collectively with the Common Stock, the “ Junior
      Stock ”).




**SECTION 2**




**DIVIDEND
      RIGHTS**




2.1  Series
      C Dividends .
      Dividends on each outstanding share of Series C Preferred Stock shall accrue
      cumulatively on a daily basis during each fiscal quarter of the Company at
      the
      rate of 12% per annum on the Series C Preference Amount (as defined below).
      Such
      dividends shall accrue from and including the date of issuance of such share
      of
      Series C Preferred Stock to and including the date on which the Series C
      Liquidation Value (as defined below) of such share is paid, whether or not
      such
      dividends have been declared and whether or not there are funds of the Company
      legally available for the payment of dividends. Except for any repurchases
      of
      Common Stock pursuant to a Management Repurchase Agreement (as defined below) or
      other
      distributions that have been approved by a majority of the holders of the
      outstanding Series C Preferred Stock ,
      no
      dividends or other distributions will be paid, declared or set apart with
      respect to any Junior Stock without the prior written consent of the holders
      of
      a majority of the then outstanding shares of Series C Preferred Stock unless
      all
      accrued but unpaid dividends on the Series C Preferred Stock shall have been
      paid in cash. “ Management
      Repurchase Agreement ”
means
      any agreement from time to time entered into between the Company and any
      officer, employee or director of the Company entitling or requiring the Company
      to repurchase any shares of Preferred Stock, Common Stock, or options therefor,
      from such officer, employee or director. Upon conversion of any share of Series
      C Preferred Stock, all rights to accrued and unpaid dividends in respect thereof
      shall terminate.









**SECTION 3**




**LIQUIDATION
      RIGHTS**




3.1  Liquidation
      Preference .




(a)  Upon
      any
      Liquidation (as defined below), and
      subject to the rights of any Senior Stock or Pari
      Passu Stock, before
      any distribution or payment shall be made to any of the holders of Junior Stock,
      the holders of Series C Preferred Stock shall be entitled to receive out of
      the
      assets of the Company, whether such assets are capital, surplus or earnings,
      an
      amount per share of Series C Preferred Stock (the “ Series
      C Liquidation Value ”)
      equal
      to the greater of (i) $6,300 (the “ Series
      C Preference Amount ”)
      plus
      all accrued and unpaid dividends thereon and (ii) the Assumed Conversion Amount
      (as defined in paragraph (b) below). Thereafter, no further distributions shall
      be made to the holders of Series C Preferred Stock in respect of such
      shares.




(b)  For
      purposes hereof:




(i)  “ Liquidation ”
means
      (A) a liquidation, dissolution or winding up of the Company, whether voluntary
      or involuntary, (B) a consolidation or merger of the Company with or into any
      other person(s), entity or entities in which less than a majority of the
      outstanding voting power of the surviving person(s), entity or entities is
      held
      by persons or entities who were shareholders of the Company prior to such event
      or (C) a sale or other disposition (whether in a single transaction or a series
      of related transactions) of substantially all of the assets of the
      Company.




(ii)  “ Assumed
      Conversion Amount ”
means
      the total amount of proceeds that would be payable to the holder of a share
      of
      Series C Preferred Stock on a Liquidation if immediately prior to such
      Liquidation each outstanding share of Series C Preferred Stock were deemed
      to be
      converted into a number of shares of Common Stock at the applicable Series
      C
      Conversion Rate determined pursuant to Section 4 below.




3.2  Pro
      Rata Distribution .
      If,
      upon any Liquidation, the assets of the Company shall be insufficient to pay
      the
      Series C Liquidation Value in full to all holders of Series C Preferred Stock,
      then the entire net assets of the Corporation shall be distributed among the
      holders of the Series C Preferred Stock and any Pari Passu 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.




2




**SECTION 4**




**CONVERSION**




4.1  Charter
      Amendment .
      Promptly following the date hereof, the Company shall use all reasonable
      commercial efforts (a) to cause the Articles of Incorporation of the Company
      (the “ Charter
      Amendment ”)
      to be
      amended in order to increase the authorized number of shares of Common Stock
      to
      an amount reasonably sufficient for the conversion of Series C Preferred Stock
      into Common Stock at the First Series C Conversion Rate, including the
      recommendation and submission of a proposal to the shareholders of the Company
      for the approval of such amendment, (b) to at all times thereafter reserve
      for
      conversion of the Series C Preferred Stock such number of authorized but
      unissued shares of Common Stock and (c) to not issue such reserved shares of
      Common Stock for any other purpose.




4.2  Series
      C Conversion .
      Upon
      the approval of the Charter Amendment and the effective filing thereof with
      the
      Florida Department of State, each share of Series C Preferred Stock shall be
      convertible into a number of shares of Common Stock equal to the Series C
      Conversion Rate as follows:




(a)  At
      any
      time on or following the issuance of the Series C Preferred Stock, a holder
      of
      Series C Preferred Stock may elect to convert any or all of his, her or its
      shares of Series C Preferred Stock into shares of Common Stock at the Series
      C
      Conversion Rate.




(b)  Each
      share of Series C Preferred Stock shall automatically be converted into shares
      of Common Stock at the Series C Conversion Rate immediately upon the election
      of
      the holder or holders of at least 50% of the then outstanding shares of Series
      C
      Preferred Stock.




The
      term
“ Series
      C Conversion Rate ”
means
      either (i) the First Series C Conversion Rate or (ii) the applicable Adjusted
      Series C Conversion Rate, as determined pursuant to Section 4.3
      below.




4.3  Series
      C Conversion Rate .




(a)  The
      Series C Conversion Rate for any given conversion (or deemed conversion) of
      Series C Preferred Stock shall be the First Series C Conversion Rate (as defined
      below) in all cases other than as set forth in items (i), (ii) and (iii) below,
      in which cases the applicable Adjusted Series C Conversion Rate (as defined
      below) shall apply:




(i)  Any
      conversion (or deemed conversion) of Series C Preferred Stock that occurs on
      or
      prior to August 17, 2010, if the Conversion Value would be more than 5 times
      the
      Base Value.




(ii)  Any
      conversion (or deemed conversion) of Series C Preferred Stock that occurs after
      August 17, 2010, but on or before August 17, 2012, if the Conversion Value
      would
      be more than 6 times the Base Value.




3




(iii)  Any
      conversion (or deemed conversion) of Series C Preferred Stock pursuant to
      Section 4.2 above that occurs after August 17, 2012, if the Conversion Value
      would be more than 7 times the Base Value.




(b)  For
      purposes hereof:




(i)  The
      term
“ First
      Series C Conversion Rate ”
means,
      at any time of determination, a number of shares equal to the First Series
      C
      Conversion Amount divided by 1,000.




(ii)  The
      term
“ First
      Series C Conversion Amount ”
means
      an amount determined at such time equal to (A) the product of (x) .795
      multiplied by (y) the Base Share Amount plus the Issued Note Shares divided
      by
      (B) one (1) minus .795.




(iii)  The
      term
“ Second
      Series C Conversion Rate ”
means,
      at any time of determination, a number of shares equal to the Second Series
      C
      Conversion Amount divided by 1,000.




(iv)  The
      term
“ Second
      Series C Conversion Amount ”
means
      an amount determined at such time equal to (A) the product of (x) .725
      multiplied by (y) the Base Share Amount plus the Issued Note Shares divided
      by
      (B) one (1) minus .725.




(v)  The
      term
“ Third
      Series C Conversion Rate ”
means,
      at any time of determination, a number of shares equal to the Third Series
      C
      Conversion Amount divided by 1,000.




(vi)  The
      term
“ Third
      Series C Conversion Amount ”
means
      an amount determined at such time equal to (A) the product of (x) .725
      multiplied by (y) the Adjusted Base Share Amount plus the Issued Note Shares
      divided by (B) one (1) minus .725.




(vii)  The
      term
“ Issued  Note
      Shares ”
means,
      at the time of any conversion, the total number of shares of Common Stock that
      are then issued and outstanding pursuant to the Subordinated Convertible
      Promissory Notes, in the aggregate principal amount of $1,206,046 (and
      convertible into an aggregate of 2,010,243,333 shares of Common Stock), issued
      by the Company on the date hereof.




(viii)  The
      term
“ Base
      Share Amount ”
means
      the sum of the following amounts (A) the number of issued and outstanding shares
      of Common Stock on the date hereof, plus (B) the
      total number of shares of Common Stock issuable upon conversion of all of the
      shares of Series A-2 Preferred Stock outstanding on the date hereof, plus (C)
      80,000,000 (representing shares of restricted Common Stock to be issued to
      certain members of management upon the effective filing of the Charter Amendment
      with the Florida Department of State) plus (D) the
      total number of shares of Common Stock issuable upon conversion of all of the
      shares of Series D Preferred Stock outstanding on the date hereof (using the
      Initial Series D Conversion Rate, as defined in the Certificate of Designation
      for the Series D Preferred Stock), in each case, determined assuming that the
      Charter Amendment has been duly approved and effectively filed with the Florida
      Department of State.




4




(ix)  The
      term
“ Adjusted
      Base Share Amount ”
means
      the sum of the following amounts (A) the number of issued and outstanding shares
      of Common Stock on the date hereof, plus (B) the
      total number of shares of Common Stock issuable upon conversion of all of the
      shares of Series A-2 Preferred Stock outstanding on the date hereof, plus (C)
      80,000,000 (representing shares of restricted Common Stock to be issued to
      certain members of management upon the effective filing of the Charter Amendment
      with the Florida Department of State) plus (D) the
      total number of shares of Common Stock issuable upon conversion of all of the
      shares of Series D Preferred Stock outstanding on the date hereof (using the
      Adjusted Series D Conversion Rate, as defined in the Certificate of Designation
      for the Series D Preferred Stock), in each case, determined assuming that the
      Charter Amendment has been duly approved and effectively filed with the Florida
      Department of State.




(x)  The
      term
“ Adjusted
      Series C Conversion Rate ”
      means:




(A)
      in
      the case of a conversion or deemed conversion of Series C Preferred Stock where
      the Series D Preferred Stock is also converted into Common Stock, or was
      previously converted into Common Stock in connection with a conversion of the
      Series C Preferred Stock in which the Adjusted Series C Conversion Rate was
      used, an amount equal to the Third Series C Conversion Rate; or




(B)
      in
      the case of any other conversion or deemed conversion of Series C Preferred
      Stock to which the Adjusted Series C Conversion Rate applies, an amount equal
      to
      the Second Series C Conversion Rate.




(xi)  The
      term
“ Base
      Value ”
      means:




(A)
      In
      the case of a conversion or deemed conversion described in Section 4.3(b)(x)(A)
      above, a dollar amount equal to (x) $6,300,000 divided by (y) the Second Series
      C Conversion Amount.




(B)
      In
      the case of a conversion or deemed conversion described in Section 4.3(b)(x)(B)
      above, a dollar amount equal to (x) $6,300,000 divided by (y) the Third Series
      C
      Conversion Amount.




(xii)  The
      term
“ Conversion
      Value ”
means
      (a) in the case of a conversion (or deemed conversion) in connection with a
      Liquidation, the value of the net proceeds payable per share of Common Stock
      upon such Liquidation (calculated assuming that the applicable Adjusted Series
      C
      Conversion Rate was used), (b) in the case of a conversion (or deemed
      conversion) in connection with a negotiated third party sale of the Common
      Stock
      to be issued upon such conversion, the price per share of Common Stock to be
      paid to such holder in such sale (calculated assuming that the applicable
      Adjusted Series C Conversion Rate was used) or (c) in the case of any other
      conversion (or deemed conversion), (i) the average final closing price per
      share
      for the ten (10) trading days immediately preceding the date of the conversion
      (as reported by Bloomberg L.P., or any organization succeeding to its function
      of reporting prices) or (ii) if the shares of Common Stock are not then publicly
      traded on a national quotation system, the fair market value of a share of
      Common Stock (calculated assuming that the applicable Adjusted Series C
      Conversion Rate was used) determined, at the sole election of the holder(s)
      of
      the Series C Preferred Stock electing to convert, by any of the following
      methods: (A) by a valuation or appraisal (as of a date within six (6) months
      prior to the date of the election to convert) prepared by an independent
      accounting firm or investment bank selected by the Board in good faith and
      paid
      for by the Company, (B) by any valuation or appraisal prepared by or for the
      Company as of a date within six (6) months prior to the date of the election
      to
      convert (copies of such valuations and appraisals shall be made available to
      any
      holder of Series C Preferred Stock promptly upon written request) or (C) by
      written agreement between the Company and the holder(s) of the Series C
      Preferred Stock then electing to convert. In the case of subpart (A) above,
      the
      Company shall cause such valuation or appraisal to be prepared promptly upon
      the
      request of a holder of Series C Preferred Stock.




5




(xiii)  The
      term
“ Series
      D Preferred Stock ”
means
      the Series D Preferred Stock of the Company, par value $.01 per
      share.




4.4  Other
      Adjustments .
      The
      Series C Conversion Rate, and the provisions of Section 4.3(a), shall be
      adjusted from time to time in the event of any stock split involving the Common
      Stock, reclassification of the Common Stock or recapitalization involving Common
      Stock. The holders of the Series C Preferred Stock shall thereafter be entitled
      to receive, and (if applicable) provision shall be made therefor in any
      agreement or other instrument relating to such stock split, reclassification
      or
      recapitalization, upon conversion of the Series C Preferred Stock, the kind
      and
      number of shares of Common Stock or other securities or property (including
      cash) to which such holders of Series C Preferred Stock would have been entitled
      if they had held the number of shares of Common Stock into which the Series
      C
      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 C Preferred Stock, so
      that
      the provisions set forth herein shall thereafter be applicable, in the
      reasonable discretion of the Board, in relation to any shares, other securities,
      or property thereafter receivable upon conversion of the Series C Preferred
      Stock. An adjustment made pursuant to this subparagraph shall become effective
      at the time at which such stock split, reclassification or recapitalization
      becomes effective.




(a)  Procedures
      for Conversion .
      In
      order to exercise conversion rights pursuant to Section 4.2 above, the electing
      holder(s) of the Series C Preferred Stock shall deliver an irrevocable written
      notice of such exercise to the Company, at its principal office (which notice
      shall include such information as may be reasonably necessary to determine
      the
      Conversion Value). The holder of any shares of Series C Preferred Stock shall,
      upon any conversion of such Series C Preferred Stock in accordance with this
      Section 4, surrender certificates representing the Series C 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 C 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 hereto. Upon any conversion of shares of Series C Preferred Stock,
      such
      shares shall cease to constitute shares of Series C Preferred Stock and shall
      represent only a right to receive shares of Common Stock into which they have
      been converted.




6




**SECTION 5**




**VOTING
      RIGHTS**




5.1  Series
      C Voting Rights .
      The
      holder of each share of Series C Preferred Stock will be entitled to vote on
      all
      matters submitted to the shareholders of the Company. Each share of Series
      C
      Preferred Stock will entitle the holder thereof to such number of votes per
      share equal to the First Series C Conversion Rate (determined assuming that
      the
      Charter Amendment has been duly approved and effectively filed with the Florida
      Department of State). Except as otherwise provided herein, including, without
      limitation, in Section 5.2 hereof, or as required by applicable law, the holders
      of shares of Series C Preferred Stock shall have the right to vote together
      with
      the holders of Common Stock and other shares of the Company's common and
      preferred stock that, by their terms, vote with the Common Stock, as a single
      class, and not by separate class or series, on all matters submitted to a vote
      or consent of shareholders.




5.2  Series
      C Consent Rights .
      The
      Company shall not, and shall cause each Subsidiary (as defined below) not to,
      without the affirmative vote or written consent of the holders of a majority
      of
      the outstanding Series C Preferred Stock:




(a)  amend
      its
      Articles of Incorporation or by-laws (i) to increase or decrease the size of
      the
      Board of Directors, (ii) to increase or decrease the authorized number of shares
      of Common Stock or any series of preferred stock or (iii) in any manner that
      adversely affects the holders of the Series C Preferred Stock;




(b)  authorize,
      designate, issue or sell any shares of capital stock or options, warrants or
      other securities of the Company or any Subsidiary, other than the granting
      of
      stock options and other awards to directors, officers, agents, employees or
      consultants of the Company or its Subsidiaries pursuant to an equity incentive
      plan that has been approved or consented to by the holders of a majority of
      the
      Series C Preferred Stock;




(c)  authorize
      or effect any liquidation, dissolution or winding-up of the Company or any
      of
      its Subsidiaries, any merger or consolidation of the Company or any of its
      Subsidiaries with or into any other entity, or any sale, license as licensor,
      lease as lessor, or other transfer or disposal of the assets of the Company
      or
      any of its Subsidiaries or any portion of the assets of the Company or any
      of
      its Subsidiaries with an aggregate value totaling greater than $500,000 in
      any
      transaction or series of related transactions;




7




(d)  incur
      or
      otherwise become liable in respect of any indebtedness for borrowed money or
      any
      other indebtedness, contingent or otherwise, including, without limitation,
      capital lease obligations, in excess of $100,000 in the aggregate at any one
      time outstanding, but excluding (i) trade payables incurred in the ordinary
      course of business, (ii) lines of credit provided by suppliers and (iii) lines
      of credit provided by financing sources approved by the Board of
      Directors;




(e)  engage
      in
      any material line of business other than that in which the Company and its
      Subsidiaries are engaged on the date of filing hereof or which is reasonably
      incident thereto;




(f)  consummate
      any acquisition of, or make any equity or debt investment in, any other entity
      after the date hereof for a purchase price or equity or debt investment amount
      in excess of $500,000;




(g)  grant
      any
      lease or license to any material asset(s) of the Company or any Subsidiary
      other
      than in the ordinary course of the business of the Company or such
      Subsidiary;




(h)  enter
      into any contract, arrangement or transaction with an affiliate of the Company
      unless such contract, arrangement or transaction is on terms that are no less
      favorable to the Company than those the Company would have been reasonably
      likely to obtain as the result of arms-length negotiations with an unrelated
      third party;




(i)  commence
      or settle any material litigation, claim, action or other proceeding involving
      the Company or any Subsidiary;




(j)  take
      any
      other action that violates the Company's obligations hereunder with respect
      to
      the holders of Series C Preferred Stock; or




(k)  obligate
      itself to do any of the foregoing.




For
      the
      purposes hereof, a “ Subsidiary ”
means
      any corporation, limited liability company, partnership, joint venture or other
      entity in which the Company owns, directly or indirectly, more than 50% of
      the
      outstanding voting securities or equity interests.




**SECTION 6**




**MISCELLANEOUS**




6.1  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.




6.2  Severability
      of Provisions .
      If any
      right, preference or limitation of the Series C 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.




8




[Remainder
      of page intentionally left blank.]




9


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




Dated:
                August 16, 2007
            ADVANCED COMMUNICATIONS TECHNOLOGIES, INC.By:
            /s/
                Wayne Danson





10




EXHIBIT
      C





Certificate
      of Designation of the Series D Preferred Stock (par value $0.01 per share)
      filed
      with Florida Department of State on August 17, 2007.










**CERTIFICATE
      OF DESIGNATION OF THE SERIES D PREFERRED STOCK**


**(PAR
      VALUE $0.01 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 at a meeting held on August 16,
      2007:




RESOLVED,
      that the Board has determined that it is in the best interests of the Company
      to
      provide for the designation and issuance of Series D Preferred Stock, par value
      of $0.01 per share (the “ Series
      D Preferred Stock ”),
      to
      consist of up to 1,000 shares, and hereby fixes the powers, designations,
      preferences and relative other special rights of the shares of such Series
      D
      Preferred Stock as follows:




**SECTION 1**




**DESIGNATION
      AND RANK**




1.1  Designation .
      This
      resolution shall provide for a series of preferred stock, the designation of
      which shall be “ Series
      D Preferred Stock ”,
      par
      value $0.01 per share. The number of authorized shares constituting the Series
      D
      Preferred Stock is 1,000. The Series D Preferred Stock will have the liquidation
      preferences set forth 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 (as defined below), the Series D Preferred Stock shall be (i) junior
      and subordinate to the Company’s Series C Preferred Stock, par value $.01 per
      share (the “ Series
      C Preferred Stock ”),
      and
      to any other series of preferred stock designated by the Board of Directors
      after the date hereof as senior to the Series D Preferred Stock (together with
      the Series C Preferred Stock, the “ Senior
      Stock ”),
      (ii)
      pari passu with any other series of preferred stock designated by the Board
      of
      Directors after the date hereof as pari passu with the Series D Preferred Stock
      (the “ Pari
      Passu Stock ”)
      and
      (iii) senior to the common stock of the Company, no par value per share (the
      “ Common
      Stock ”)
      and to
      all other series of preferred stock designated hereafter as junior to the Series
      D Preferred Stock (collectively with the Common Stock, the “ Junior
      Stock ”).









**SECTION 2**




**DIVIDEND
      RIGHTS**




2.1  Series
      D Dividends .
      Dividends on each outstanding share of Series D Preferred Stock shall accrue
      cumulatively on a daily basis during each fiscal quarter of the Company at
      the
      rate of 12% per annum on the Series D Preference Amount (as defined below).
      Such
      dividends shall accrue from and including the date of issuance of such share
      of
      Series D Preferred Stock to and including the date on which the Series D
      Liquidation Value (as defined below) of such share is paid, whether or not
      such
      dividends have been declared and whether or not there are funds of the Company
      legally available for the payment of dividends. Except for any repurchases
      of
      Common Stock pursuant to a Management Repurchase Agreement (as defined below)
      or
      dividends or other distributions that have been approved by a majority of the
      holders of the outstanding Series C Preferred Stock, no dividends or other
      distributions will be paid, declared or set apart with respect to any Junior
      Stock without the prior written consent of the holders of a majority of the
      then
      outstanding shares of Series D Preferred Stock unless all accrued but unpaid
      dividends on the Series D Preferred Stock shall have been paid in cash.
“ Management
      Repurchase Agreement ”
means
      any agreement from time to time entered into between the Company and any
      officer, employee or director of the Company entitling or requiring the Company
      to repurchase any shares of Preferred Stock, Common Stock, or options therefor,
      from such officer, employee or director. Upon conversion of any share of Series
      D Preferred Stock, all rights to accrued and unpaid dividends in respect thereof
      shall terminate.




**SECTION 3**




**LIQUIDATION
      RIGHTS**




3.1  Liquidation
      Preference .




(a)  Upon
      any
      Liquidation (as defined below), before any distribution or payment shall be
      made
      to any of the holders of Junior Stock, and subject to the rights of the Senior
      Stock and any Pari Passu Stock, the holders of Series D Preferred Stock shall
      be
      entitled to receive out of the assets of the Company, whether such assets are
      capital, surplus or earnings, an amount per share of Series D Preferred Stock
      (the “ Series
      D Liquidation Value ”)
      equal
      to the greater of (i) $633.96 (the “ Series
      D Preference Amount ”)
      plus
      accrued and unpaid dividends thereon and (ii) the Assumed Conversion Amount
      (as
      defined in paragraph (b) below). Thereafter, no further distributions shall
      be
      made to the holders of Series D Preferred Stock in respect of such
      shares.




(b)  For
      purposes hereof:




(i)  “ Liquidation ”
means
      (A) a liquidation, dissolution or winding up of the Company, whether voluntary
      or involuntary, (B) a consolidation or merger of the Company with or into any
      other person(s), entity or entities in which less than a majority of the
      outstanding voting power of the surviving person(s), entity or entities is
      held
      by persons or entities who were shareholders of the Company prior to such event
      or (C) a sale or other disposition (whether in a single transaction or a series
      of related transactions) of substantially all of the assets of the
      Company.




(ii)  “ Assumed
      Conversion Amount ”
means
      the total amount of proceeds that would be payable to the holder of a share
      of
      Series D Preferred Stock on a Liquidation if immediately prior to such
      Liquidation each outstanding share of Series D Preferred Stock were deemed
      to be
      converted into a number of shares of Common Stock at the applicable Series
      D
      Conversion Rate determined pursuant to Section 4 below.




2




3.2  Pro
      Rata Distribution .
      If,
      upon any Liquidation, the assets of the Company remaining (after all
      distributions in respect of Senior Stock) shall be insufficient to pay the
      Series D Liquidation Value in full to all holders of Series D Preferred Stock,
      then the entire amount of such remaining net assets of the Corporation (if
      any)
      shall be distributed among the holders of the Series D Preferred Stock and
      the
      Pari Passu 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.




**SECTION 4**




**CONVERSION**




4.1  Charter
      Amendment .
      Promptly following the date hereof, the Company shall use all reasonable
      commercial efforts (a) to cause the Articles of Incorporation of the Company
      (the “ Charter
      Amendment ”)
      to be
      amended in order to increase the authorized number of shares of Common Stock
      to
      an amount reasonably sufficient for the conversion of Series D Preferred Stock
      into Common Stock at the Initial Series D Conversion Rate, including the
      recommendation and submission of a proposal to the shareholders of the Company
      for the approval of such amendment, (b) to at all times thereafter reserve
      for
      conversion of the Series D Preferred Stock such number of authorized but
      unissued shares of Common Stock and (c) to not issue such reserved shares of
      Common Stock for any other purpose.




4.2  Series
      D Conversion .




(a)  At
      any
      time after the approval of the Charter Amendment and the effective filing
      thereof with the Florida Department of State, each issued and outstanding share
      of Series D Preferred Stock shall be converted into a number of shares of Common
      Stock equal to the Series D Conversion Rate (as defined below) as
      follows:




(i)  At
      any
      time after the second anniversary of the initial issuance of the Series D
      Preferred Stock, any holder of Series D Preferred Stock may elect to convert
      all, but not less than all, of his, her or its shares of Series D Preferred
      Stock into shares of Common Stock at the Series D Conversion Rate.




(ii)  Upon
      any
      conversion of Series C Preferred Stock into Common Stock after which conversion
      less than 50% of the shares of Series C Preferred Stock outstanding on the
      date
      hereof will hereof remain outstanding, all of the issued and outstanding shares
      of Series D Preferred Stock shall automatically convert into shares of Common
      Stock at the Series D Conversion Rate.




(b)  For
      purposes hereof:




(i)  The
      term
“ Series
      D Conversion Rate ”
means
      (i) in the case of any conversion pursuant to Section 4.2(a)(ii) above pursuant
      to which the Series C Preferred Stock was converted at the Adjusted Series
      C
      Conversion Rate, the Adjusted Series D Conversion Rate and (ii) in all other
      cases, the Initial Series D Conversion Rate.




3




(ii)  The
      term
“ Initial
      Series D Conversion Rate ”
means,
      at any time of determination, a number of shares equal to the Initial Series
      D
      Conversion Amount divided by 1,000.




(iii)  The
      term
“ Initial
      Series D Conversion Amount ”
means
      an amount determined at such time equal to (A) the product of (x) .08 multiplied
      by (y) the Series D Base Share Amount plus the Issued Note Shares divided by
      (B)
      one (1) minus .08.




(iv)  The
      term
“ Adjusted
      Series D Conversion Rate ”
means,
      at any time of determination, a number of shares equal to the Adjusted Series
      D
      Conversion Amount divided by 1,000.




(v)  The
      term
“ Adjusted
      Series D Conversion Amount ”
means
      an amount determined at such time equal to (A) the product of (x) .08 multiplied
      by (y) the Adjusted Series D Base Share Amount plus the Issued Note Shares
      divided by (B) one (1) minus .08.




(vi)  The
      term
“ Series
      D Base Share Amount ”
means
      the sum of the following amounts (i) the number of issued and outstanding shares
      of Common Stock on the date hereof, plus (ii) the
      total number of shares of Common Stock issuable upon conversion of all of the
      shares of Series A-2 Preferred Stock outstanding on the date hereof, plus (iii)
      80,000,000 shares of restricted Common Stock issuable to management upon the
      effective filing of the Charter Amendment with the Florida Department of State plus (iv) the
      total number of shares of Common Stock issuable upon conversion of all of the
      shares of Series C Preferred Stock outstanding on the date hereof (at the First
      Series C Conversion Rate), in each case, determined assuming that the Charter
      Amendment has been duly approved and effectively filed with the Florida
      Department of State.




(vii)  The
      term
“ Adjusted
      Series D Base Share Amount ”
means
      the sum of the following amounts (i) the number of issued and outstanding shares
      of Common Stock on the date hereof, plus (ii) the
      total number of shares of Common Stock issuable upon conversion of all of the
      shares of Series A-2 Preferred Stock outstanding on the date hereof, plus (iii)
      80,000,000 shares of restricted Common Stock issuable to management upon the
      effective filing of the Charter Amendment with the Florida Department of State plus (iv) the
      total number of shares of Common Stock issuable upon conversion of all of the
      shares of Series C Preferred Stock outstanding on the date hereof (at the Third
      Series C Conversion Rate), in each case, determined assuming that the Charter
      Amendment has been duly approved and effectively filed with the Florida
      Department of State.




(viii)  The
      term
“ Issued
      Note Shares ”
means,
      at the time of any conversion, the total number of shares of Common Stock that
      are then issued and outstanding pursuant to the Subordinated Convertible
      Promissory Notes, in the aggregate principal amount of $ 1,206,146 (and
      convertible into an aggregate of 2,010,243,333 shares
      of Common Stock), issued by the Company on the date hereof.




4




4.3  General .




(a)  Adjustments .
      The
      Series D Conversion Rate above shall be adjusted from time to time in the event
      of any stock split involving the Common Stock, reclassification of the Common
      Stock or recapitalization involving Common Stock. The holders of the Series
      D
      Preferred Stock shall thereafter be entitled to receive, and (if applicable)
      provision shall be made therefor in any agreement or other instrument relating
      to such stock split, reclassification or recapitalization, upon conversion
      of
      the Series D Preferred Stock, the kind and number of shares of Common Stock
      or
      other securities or property (including cash) to which such holders of Series
      D
      Preferred Stock would have been entitled if they had held the number of shares
      of Common Stock into which the Series D 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 D Preferred Stock, to the end that the provisions set
      forth herein shall thereafter be applicable, in the reasonable discretion of
      the
      Board, in relation to any shares, other securities, or property thereafter
      receivable upon conversion of the Series D Preferred Stock. An adjustment made
      pursuant to this subparagraph shall become effective at the time at which such
      stock split, reclassification or recapitalization becomes
      effective.




(b)  Procedures
      for Conversion .
      In
      order to exercise conversion rights pursuant to Section 4.2(a) above, the holder
      of the Series D 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 D Preferred Stock shall, upon any conversion
      of
      such Series D Preferred Stock in accordance with this Section 4, surrender
      certificates representing the Series D 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
      D
      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 hereto. Upon any
      conversion of shares of Series D Preferred Stock, such shares shall cease to
      constitute shares of Series D Preferred Stock and shall represent only a right
      to receive shares of Common Stock into which they have been
      converted.




**SECTION 5**




**VOTING
      RIGHTS**




5.1  Series
      D Voting Rights .
      The
      holder of each share of Series D Preferred Stock will be entitled to vote on
      all
      matters submitted to the shareholders of the Company. Each share of Series
      D
      Preferred Stock will entitle the holder thereof to such number of votes per
      share equal to the Initial Series D Conversion Rate (determined assuming that
      the Charter Amendment has been duly approved and effectively filed with the
      Florida Department of State). Except as otherwise provided herein or as required
      by applicable law, the holders of shares of Series D Preferred Stock shall
      have
      the right to vote together with the holders of Common Stock and other shares
      of
      the Company’s common and preferred stock that, by their terms, vote with the
      Common Stock, as a single class, and not by separate class or series, on all
      matters submitted to a vote or consent of shareholders. The Series D Preferred
      Stock shall have no right to vote as a separate class except as required by,
      and
      cannot be waived under, the Florida Business Corporation Act.




5




**SECTION 6**




**MISCELLANEOUS**




6.1  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.




6.2  Severability
      of Provisions .
      If any
      right, preference or limitation of the Series D 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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      of page intentionally left blank.]




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







Dated:
                August 16, 2007
            ADVANCED COMMUNICATIONS TECHNOLOGIES, INC.By:
            /s/
                Wayne Danson





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