EXHIBIT 10.19
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                          SECURITIES PURCHASE AGREEMENT
                          -----------------------------

     THIS SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of November
___, 2002, by and among ADVANCED  COMMUNICATIONS  TECHNOLOGIES,  INC., a Florida
corporation,  with headquarters located at 420 Lexington Avenue, Suite 2739, New
York,  New York  10170 (the  "COMPANY"),  and the  BUYERS  listed on  Schedule I
attached hereto (individually, a "BUYER" or collectively "Buyers").

                                   WITNESSETH:

     WHEREAS,  the Company and the Buyer(s) are  executing and  delivering  this
Agreement in reliance upon an exemption from securities registration pursuant to
Section 4(2) and/or Rule 506 of Regulation D ("REGULATION  D") as promulgated by
the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act
of 1933, as amended (the "1933 ACT");

     WHEREAS,  the  parties  desire  that,  upon the  terms and  subject  to the
conditions  contained herein,  the Company shall issue and sell to the Buyer(s),
as provided  herein,  and the Buyer(s)  shall  purchase up to Two Hundred  Fifty
Thousand Dollars ($250,000) of ten percent (10%) secured convertible  debentures
substantially in the form attached hereto as Exhibit A (the "SECURED CONVERTIBLE
DEBENTURES"),  which shall be  convertible  into shares of the Company's  common
stock,  no  par  value  per  share  (the  "COMMON  STOCK")  (as  converted,  the
"CONVERSION  SHARES"),  for a total  purchase  price of up to Two Hundred  Fifty
Thousand Dollars  ($250,000) (the "PURCHASE  PRICE"),  in the respective amounts
set forth opposite each Buyer(s) name on Schedule I (the "SUBSCRIPTION AMOUNT");
the parties hereto  acknowledging that of the Purchase Price, One Hundred Twenty
Five Thousand Dollars  ($125,000) is additional debt financing,  and One Hundred
Twenty Five  Thousand  Dollars  ($125,000)  is the  roll-over of  penalties  and
interest  arising  from  that  certain  Convertible  Debenture  in the  original
principal  amount of One Million Dollars  ($1,000,000)  issued by the Company to
the Buyer in January 2002; and

     WHEREAS,   contemporaneously  with  the  execution  and  delivery  of  this
Agreement,   the  parties  hereto  are  executing  and  delivering  an  Investor
Registration  Rights  Agreement  substantially  in the form  attached  hereto as
EXHIBIT B (the "INVESTOR  REGISTRATION RIGHTS AGREEMENT")  pursuant to which the
Company has agreed to provide certain registration rights under the 1933 Act and
the  rules  and  regulations  promulgated  there  under,  and  applicable  state
securities laws; and

     WHEREAS,   contemporaneously  with  the  execution  and  delivery  of  this
Agreement,  the parties hereto are executing and delivering a Security Agreement
substantially   in  the  form  attached  hereto  as  EXHIBIT  C  (the  "SECURITY
AGREEMENT")  pursuant to which the Company has agreed to provide the  Buyer(s) a
security  interest  in the  Pledged  Collateral  (as this term is defined in the
Security Agreement dated the date hereof); and

     WHEREAS,   contemporaneously  with  the  execution  and  delivery  of  this
Agreement, certain shareholders of the Company are delivering to Cornell Capital
Partners LP ("CORNELL")  irrevocable proxies  representing  20,789,025 shares of

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Common Stock copies of which are attached hereto.

     WHEREAS,  the  aggregate  proceeds of the sale of the  Secured  Convertible
Debentures  contemplated hereby shall be held in escrow pursuant to the terms of
an Escrow Agreement contemporaneously executed by the parties with the execution
and delivery of this Agreement substantially in the form of the Escrow Agreement
attached hereto as Exhibit D (the "Escrow Agreement").

     NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  and  other
agreements  contained in this Agreement the Company and the Buyer(s)hereby agree
as follows:

     1.   PURCHASE AND SALE OF SECURED CONVERTIBLE DEBENTURES.
          ---------------------------------------------------

          (a)  PURCHASE  OF  SECURED  CONVERTIBLE  DEBENTURES.  Subject  to  the
satisfaction  (or waiver) of the terms and  conditions of this  Agreement,  each
Buyer  agrees,  severally  and not  jointly,  to purchase at Closing (as defined
herein below) and the Company agrees to sell and issue to each Buyer,  severally
and  not  jointly,  at  Closing,   Secured  Convertible  Debentures  in  amounts
corresponding with the Subscription  Amount set forth opposite each Buyer's name
on Schedule I hereto.  Upon  execution  hereof by a Buyer,  the Buyer shall wire
transfer the  Subscription  Amount set forth  opposite his name on Schedule I in
same-day funds or a check payable to "Wachovia  Bank,  N.A., as Escrow Agent for
Advanced Communications Technologies,  Inc./Cornell Capital Partners, LP," which
Subscription  Amount shall be held in escrow pursuant to the terms of the Escrow
Agreement  (as  hereinafter  defined)  and  disbursed in  accordance  therewith.
Notwithstanding the foregoing,  a Buyer may withdraw his Subscription Amount and
terminate this Agreement as to such Buyer at any time after the execution hereof
and prior to Closing (as hereinafter defined).

          (b)  CLOSING DATE. The closing of the purchase and sale of the Secured
Convertible  Debentures (the "CLOSING")  shall take place at 10:00 a.m.  Eastern
Standard Time on November 22, 2002 (the "CLOSING DATE"), subject to notification
of  satisfaction  (or  waiver) of the  conditions  to the  Closing  set forth in
Sections  6 and 7 below  (or such  later  date as is  mutually  agreed to by the
Company and the  Buyer(s)).  The Closing  shall occur on the Closing Date at the
offices of Butler  Gonzalez,  LLP, 1000  Stuyvesant  Avenue,  Suite 6, Union, NJ
07083 (or such  other  place as is  mutually  agreed to by the  Company  and the
Buyer(s)).

          (c)  ESCROW  ARRANGEMENTS;  FORM OF PAYMENT.  Upon execution hereof by
Buyer(s) and pending Closing,  the aggregate proceeds of the sale of the Secured
Convertible  Debentures,  shall be deposited in a  non-interest  bearing  escrow
account with Wachovia Bank, N.A., as escrow agent ("ESCROW AGENT"),  pursuant to
the terms of an escrow  agreement  between the  Company,  the  Buyer(s)  and the
Escrow  Agent  in  the  form  attached  hereto  as  EXHIBIT  D.  Subject  to the
satisfaction of the terms and conditions of this Agreement, on the Closing Date,
(i) the Escrow Agent shall deliver to the Company in  accordance  with the terms
of the Escrow  Agreement  such  aggregate  proceeds for the Secured  Convertible
Debentures  to be issued and sold to such Buyer(s) at the Closing minus the fees
and costs of  Kirkpatrick  &  Lockhart  LLP in the  amount of  $47,500,  by wire
transfer of immediately available funds in accordance with the Company's written
wire  instructions,  and (ii) the Company shall  deliver to each Buyer,  Secured

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Convertible  Debentures  which such Buyer(s) is purchasing in amounts  indicated
opposite  such  Buyer's  name on  Schedule  I,  duly  executed  on behalf of the
Company.

          (d)  RIGHT OF  REDEMPTION.  Until February 22, 2003, the Company shall
have the right to redeem,  upon written  notice to the Buyer,  the  subscription
amount of each Buyer at a redemption  price of one hundred twenty percent (120%)
of the subscription  amount. After February 22, 2003, the Company shall have the
right to redeem,  upon written notice to the Buyer, the  subscription  amount of
each Buyer at a  redemption  price of one hundred  fifty  percent  (150%) of the
subscription amount.

          (e)  CONVERSION OF SECURED  CONVERTIBLE  DEBENTURES.  In the event the
Company has not repurchased Two Hundred Fifty Thousand Dollars ($250,000) of the
Secured Convertible Debentures from the Buyer(s) on or before December 31, 2002,
or in the event of an earlier  breach by the  Company of this  Agreement  or any
other agreement with the Buyer(s), the Buyer(s) shall be entitled to convert the
Secured  Convertible  Debentures into shares of Common Stock of the Company at a
conversion  price of $.001 per  share  (the  "CONVERSION  PRICE").  The  Secured
Convertible  Debentures shall automatically  convert into shares of Common Stock
at the Conversion Price on the second (2nd) anniversary of the date hereof.

     2.   BUYER'S REPRESENTATIONS AND WARRANTIES.
          --------------------------------------

     Each Buyer represents and warrants, severally and not jointly, that:

          (a)  INVESTMENT   PURPOSE.   Each  Buyer  is  acquiring   the  Secured
Convertible   Debentures  and,  upon  conversion  of  the  Secured   Convertible
Debentures,  the Buyer will acquire the Conversion Shares then issuable, for its
own account for  investment  only and not with a view towards,  or for resale in
connection  with, the public sale or  distribution  thereof,  except pursuant to
sales  registered or exempted  under the 1933 Act;  provided,  however,  that by
making the  representations  herein, such Buyer reserves the right to dispose of
the Conversion Shares at any time in accordance with or pursuant to an effective
registration statement covering such Conversion Shares or an available exemption
under the 1933 Act.

          (b)  ACCREDITED   INVESTOR  STATUS.   Each  Buyer  is  an  "ACCREDITED
INVESTOR" as that term is defined in Rule 501(a)(3) of Regulation D.

          (c)  RELIANCE ON EXEMPTIONS.  Each Buyer  understands that the Secured
Convertible  Debentures are being offered and sold to it in reliance on specific
exemptions from the registration requirements of United States federal and state
securities  laws and that the  Company  is  relying  in part  upon the truth and
accuracy of, and such Buyer's compliance with, the representations,  warranties,
agreements, acknowledgments and understandings of such Buyer set forth herein in
order to determine the  availability  of such  exemptions and the eligibility of
such Buyer to acquire such securities.

          (d)  INFORMATION.  Each  Buyer  and its  advisors  (and  his  or,  its
counsel),  if any,  have  been  furnished  with all  materials  relating  to the
business,  finances  and  operations  of the Company and  information  he deemed
material to making an informed investment decision regarding his purchase of the
Secured  Convertible  Debentures  and the  Conversion  Shares,  which  have been
requested by such Buyer. Each Buyer and its advisors, if any, have been afforded
the opportunity to ask questions of the Company and its management. Neither such

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inquiries nor any other due diligence  investigations conducted by such Buyer or
its advisors,  if any, or its representatives shall modify, amend or affect such
Buyer's right to rely on the Company's  representations and warranties contained
in Section 3 below.  Each Buyer  understands  that its investment in the Secured
Convertible Debentures and the Conversion Shares involves a high degree of risk.
Each Buyer is in a position regarding the Company, which, based upon employment,
family relationship or economic bargaining power, enabled and enables such Buyer
to obtain information from the Company in order to evaluate the merits and risks
of this investment. Each Buyer has sought such accounting, legal and tax advice,
as it has  considered  necessary to make an informed  investment  decision  with
respect  to its  acquisition  of the  Secured  Convertible  Debentures  and  the
Conversion Shares.

          (e)  NO GOVERNMENTAL  REVIEW.  Each Buyer  understands  that no United
States federal or state agency or any other  government or  governmental  agency
has  passed  on or  made  any  recommendation  or  endorsement  of  the  Secured
Convertible  Debentures or the Conversion Shares, or the fairness or suitability
of the  investment  in the  Secured  Convertible  Debentures  or the  Conversion
Shares,  nor have such  authorities  passed upon or  endorsed  the merits of the
offering of the Secured Convertible Debentures or the Conversion Shares.

          (f)  TRANSFER  OR  RESALE.  Each  Buyer  understands  that  except  as
provided in the  Registration  Rights  Agreement:  (i) the  Secured  Convertible
Debentures have not been and are not being  registered under the 1933 Act or any
state  securities  laws,  and may not be offered  for sale,  sold,  assigned  or
transferred  unless (A) subsequently  registered  thereunder,  or (B) such Buyer
shall have  delivered  to the  Company an opinion  of  counsel,  in a  generally
acceptable  form,  to the effect that such  securities  to be sold,  assigned or
transferred may be sold,  assigned or transferred  pursuant to an exemption from
such  registration  requirements;  (ii)  any  sale  of such  securities  made in
reliance on Rule 144 under the 1933 Act (or a  successor  rule  thereto)  ("RULE
144") may be made only in accordance with the terms of Rule 144 and further,  if
Rule 144 is not applicable, any resale of such securities under circumstances in
which the seller (or the person  through whom the sale is made) may be deemed to
be an  underwriter  (as  that  term is  defined  in the 1933  Act)  may  require
compliance  with  some  other  exemption  under  the 1933 Act or the  rules  and
regulations of the SEC there under;  and (iii) neither the Company nor any other
person is under any obligation to register such securities under the 1933 Act or
any state  securities  laws or to comply  with the terms and  conditions  of any
exemption  there under.  The Company  reserves the right to place stop  transfer
instructions against the shares and certificates for the Conversion Shares.

          (g)  LEGENDS.  Each Buyer  understands  that the certificates or other
instruments   representing  the  Secured  Convertible   Debentures  and  or  the
Conversion Shares shall bear a restrictive legend in substantially the following
form (and a stop  transfer  order may be placed  against  transfer of such stock
certificates):

     THE  SECURITIES   REPRESENTED  BY  THIS   CERTIFICATE  HAVE  NOT  BEEN
     REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
     STATE  SECURITIES  LAWS. THE SECURITIES  HAVE BEEN ACQUIRED SOLELY FOR
     INVESTMENT  PURPOSES AND NOT WITH A VIEW TOWARD  RESALE AND MAY NOT BE

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     OFFERED FOR SALE,  SOLD,  TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN
     EFFECTIVE   REGISTRATION   STATEMENT  FOR  THE  SECURITIES  UNDER  THE
     SECURITIES  ACT OF 1933, AS AMENDED,  OR APPLICABLE  STATE  SECURITIES
     LAWS, OR AN OPINION OF COUNSEL,  IN A GENERALLY  ACCEPTABLE FORM, THAT
     REGISTRATION  IS NOT  REQUIRED  UNDER  SAID  ACT OR  APPLICABLE  STATE
     SECURITIES LAWS.

The  legend set forth  above  shall be removed  and the  Company  within two (2)
business days shall issue a certificate without such legend to the holder of the
Conversion  Shares upon which it is stamped,  if, unless  otherwise  required by
state securities laws, (i) in connection with a sale  transaction,  provided the
Conversion Shares are registered under the 1933 Act or (ii) in connection with a
sale  transaction,  after such holder  provides  the Company  with an opinion of
counsel,  in form reasonably  acceptable to the Company and its counsel,  to the
effect that a public sale,  assignment or transfer of the Conversion  Shares may
be made without registration under the 1933 Act.

          (h)  AUTHORIZATION,  ENFORCEMENT.  This  Agreement  has been  duly and
validly  authorized,  executed  and  delivered  on behalf of such Buyer and is a
valid and binding  agreement of such Buyer  enforceable  in accordance  with its
terms,  except as such  enforceability  may be limited by general  principles of
equity  or  applicable  bankruptcy,  insolvency,   reorganization,   moratorium,
liquidation  and other  similar laws  relating to, or affecting  generally,  the
enforcement of applicable creditors' rights and remedies.

          (i)  RECEIPT  OF  DOCUMENTS.  Each  Buyer and his or its  counsel  has
received and read in their entirety: (i) this Agreement and each representation,
warranty  and  covenant  set forth  herein,  the  Investor  Registration  Rights
Agreement,  the  Security  Agreement  and the  Escrow  Agreement;  (ii)  all due
diligence   and  other   information   necessary  to  verify  the  accuracy  and
completeness  of such  representations,  warranties  and  covenants;  (iii)  the
Company's  Form 10-KSB for the fiscal year ended June 30, 2001; and (iv) answers
to all questions each Buyer submitted to the Company  regarding an investment in
the Company; and each Buyer has relied on the information  contained therein and
has  not  been  furnished  any  other  documents,   literature,   memorandum  or
prospectus.  Each  Buyer  acknowledges  that he is aware  that the  Company  has
received a comment  letter from the SEC  requiring an amendment of the Company's
Form 10-KSB for the fiscal  year ended June 30,  2001 and  further  acknowledges
that  they  are  entering  into  this   Agreement  and  purchasing  the  Secured
Convertible Debentures prior to the filing of such amendment.  In addition, each
Buyer is aware  that the  Company  has not filed its Form  10-KSB for the fiscal
year ended June 30,2002 and has not filed its Form 10-QSB for the quarter  ended
September  30, 2002 and further  acknowledges  that they are entering  into this
Agreement and purchasing the Secured Convertible  Debentures prior to the filing
of such documents.

          (j)  DUE FORMATION OF CORPORATE AND OTHER BUYERS. If the Buyer(s) is a
corporation,  trust,  partnership  or  other  entity  that is not an  individual
person, it has been formed and validly exists and has not been organized for the
specific  purpose of purchasing  the Secured  Convertible  Debentures and is not
prohibited from doing so.

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          (k)  NO LEGAL ADVICE FROM THE COMPANY.  Each Buyer acknowledges,  that
it  had  the   opportunity  to  review  this  Agreement  and  the   transactions
contemplated  by this Agreement with his or its own legal counsel and investment
and tax advisors.  Each Buyer is relying solely on such counsel and advisors and
not  on  any  statements  or  representations  of  the  Company  or  any  of its
representatives  or agents for legal,  tax or investment  advice with respect to
this  investment,  the  transactions  contemplated  by  this  Agreement  or  the
securities laws of any jurisdiction.

          (l)  NOTIFICATION OF TERMINATION OF LICENSE.  Each Buyer  acknowledges
that is has  been  informed  that  the  Company  has  received  notification  of
termination of the certain License and Distribution Agreement dated July 5, 2000
between the Company and Advanced Communications  Technologies  (Australia) Pty.,
Ltd.

     3.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
          ---------------------------------------------

     The Company  represents and warrants to each of the Buyers that,  except as
set forth in the SEC Documents (as defined herein):

          (a)  ORGANIZATION AND QUALIFICATION.  The Company and its subsidiaries
are corporations  duly organized and validly existing in good standing under the
laws of the jurisdiction in which they are incorporated,  and have the requisite
corporate  power to own their  properties  and to carry on their business as now
being conducted. Each of the Company and its subsidiaries is duly qualified as a
foreign corporation to do business and is in good standing in every jurisdiction
in which the nature of the  business  conducted  by it makes such  qualification
necessary,  except to the extent  that the failure to be so  qualified  or be in
good standing  would not have a material  adverse  effect on the Company and its
subsidiaries taken as a whole.

          (b)  AUTHORIZATION,  ENFORCEMENT,  COMPLIANCE WITH OTHER  INSTRUMENTS.
(i) The Company has the  requisite  corporate  power and authority to enter into
and perform this Agreement,  the Investor  Registration  Rights  Agreement,  the
Secured Convertible Debentures, the Escrow Agreement, the Security Agreement and
any related agreements,  and to issue the Secured Convertible Debentures and the
Conversion  Shares in  accordance  with the terms hereof and  thereof,  (ii) the
execution  and  delivery of this  Agreement,  the Investor  Registration  Rights
Agreement,  the  Escrow  Agreement,  the  Security  Agreement  and  any  related
agreements  by the  Company  and  the  consummation  by it of  the  transactions
contemplated hereby and thereby, including,  without limitation, the issuance of
the Secured  Convertible  Debentures and the Conversion  Shares,  have been duly
authorized  by the  Company's  Board of  Directors  and except  for  shareholder
approval  of an increase  in the  authorized  Common  Stock of the  Company,  no
further  consent or  authorization  is  required  by the  Company,  its Board of
Directors  or  its   stockholders,   (iii)  this   Agreement  and  the  Investor
Registration Rights Agreement,  the Secured Convertible  Debentures,  the Escrow
Agreement,  the Security  Agreement  and any related  agreements  have been duly
executed  and  delivered  by the  Company,  (iv) this  Agreement,  the  Investor
Registration Rights Agreement,  the Secured Convertible  Debentures,  the Escrow
Agreement,  the Security  Agreement and any related  agreements  constitute  the
valid and binding  obligations of the Company enforceable against the Company in
accordance  with their terms,  except as such  enforceability  may be limited by
general   principles   of   equity   or   applicable   bankruptcy,   insolvency,

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reorganization,   moratorium,  liquidation  or  similar  laws  relating  to,  or
affecting generally, the enforcement of creditors' rights and remedies.

          (c)  CAPITALIZATION.  The  authorized  capital  stock  of the  Company
consists of  200,000,000  shares of Common  Stock,  no par value per share,  and
25,000,000 shares of Series A Preferred Stock, no par value per share ("SERIES A
PREFERRED  STOCK").  As of  the  date  hereof,  the  Company  had  approximately
118,852,622 shares of Common Stock issued and outstanding. None of the shares of
Series A Preferred  Stock are issued and  outstanding.  All of such  outstanding
shares have been validly issued and are fully paid and nonassessable.  Except as
set  forth in the SEC  Documents,  no shares of  Common  Stock  are  subject  to
preemptive  rights or any  other  similar  rights  or any liens or  encumbrances
suffered or permitted by the Company.  Except as set forth in the SEC Documents,
as of the  date  of  this  Agreement,  (i)  there  are no  outstanding  options,
warrants,  scrip,  rights to subscribe to, calls or commitments of any character
whatsoever  relating to, or securities or rights convertible into, any shares of
capital  stock  of  the  Company  or  any of  its  subsidiaries,  or  contracts,
commitments,  understandings  or arrangements by which the Company or any of its
subsidiaries is or may become bound to issue additional  shares of capital stock
of the Company or any of its subsidiaries or options, warrants, scrip, rights to
subscribe to, calls or commitments of any character  whatsoever  relating to, or
securities  or rights  convertible  into,  any  shares of  capital  stock of the
Company  or any of its  subsidiaries,  except  for those  certain  warrants  for
6,440,500 shares of Common Stock of the Company  exercisable at a price of $0.30
per  share,  (ii)  there are no  outstanding  debt  securities,  except for that
certain  Convertible  Debenture in the original  principal  amount of $1,000,000
issued by the Company in January 2002 in favor of the Buyer, and (iii) there are
no agreements or arrangements under which the Company or any of its subsidiaries
is obligated to register the sale of any of their  securities under the 1933 Act
(except pursuant to the Investor  Registration Rights Agreement).  Except as set
forth in the SEC Documents,  there are no securities or  instruments  containing
anti-dilution  or similar  provisions  that will be triggered by the issuance of
the Secured Convertible  Debentures as described in this Agreement.  The Company
has furnished to the Buyer true and correct copies of the Company's  Certificate
of  Incorporation,  as  amended  and  as in  effect  on  the  date  hereof  (the
"CERTIFICATE OF INCORPORATION"),  and the Company's By-laws, as in effect on the
date hereof (the "BY-LAWS"), and the terms of all securities convertible into or
exercisable  for Common Stock and the material  rights of the holders thereof in
respect thereto other than stock options issued to employees and consultants.

          (d)  ISSUANCE OF SECURITIES.  The Secured  Convertible  Debentures are
duly authorized and, upon issuance in accordance with the terms hereof, shall be
duly issued,  fully paid and  nonassessable,  are free from all taxes, liens and
charges with respect to the issue thereof. Subject to the limit on the number of
available authorized shares of Common Stock, the Conversion Shares issuable upon
conversion of the Secured  Convertible  Debentures have been duly authorized and
reserved  for  issuance.  Upon  conversion  or exercise in  accordance  with the
Secured Convertible  Debentures the Conversion Shares will be duly issued, fully
paid and nonassessable.

          (e)  NO CONFLICTS.  The  execution,  delivery and  performance of this
Agreement,  the Investor Registration Rights Agreement,  the Secured Convertible
Debentures,  the Escrow Agreement and the Security  Agreement by the Company and
the consummation by the Company of the transactions contemplated hereby will not
(i) result in a violation of the Articles of  Incorporation,  any certificate of

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designations of any outstanding  series of preferred stock of the Company or the
By-laws or (ii)  conflict  with or  constitute a default (or an event which with
notice or lapse of time or both would become a default) under, or give to others
any rights of  termination,  amendment,  acceleration  or  cancellation  of, any
agreement,  indenture  or  instrument  to  which  the  Company  or  any  of  its
subsidiaries is a party, or result in a violation of any law, rule,  regulation,
order,  judgment  or  decree  (including  federal  and  state  securities  laws)
applicable to the Company or any of its subsidiaries or by which any property or
asset of the Company or any of its  subsidiaries  is bound or affected.  Neither
the Company nor its  subsidiaries  is in  violation of any term of or in default
under its Articles of Incorporation or By-laws or their  organizational  charter
or  by-laws,  respectively,  or  any  material  contract,  agreement,  mortgage,
indebtedness,  indenture,  instrument, judgment, decree or order or any statute,
rule or regulation  applicable to the Company or its subsidiaries.  The business
of the Company and its  subsidiaries  is not being  conducted,  and shall not be
conducted in violation of any material  law,  ordinance,  or  regulation  of any
governmental entity.  Except as specifically  contemplated by this Agreement and
as required under the 1933 Act and any  applicable  state  securities  laws, the
Company is not  required to obtain any  consent,  authorization  or order of, or
make any filing or registration with, any court or governmental  agency in order
for  it to  execute,  deliver  or  perform  any  of  its  obligations  under  or
contemplated by this Agreement or the Investor  Registration Rights Agreement in
accordance  with the terms  hereof or  thereof.  All  consents,  authorizations,
orders,  filings  and  registrations  which the  Company is  required  to obtain
pursuant to the preceding sentence have been obtained or effected on or prior to
the date hereof.  The Company and its  subsidiaries  are unaware of any facts or
circumstance,  which  might give rise to any of the  foregoing.  The  Buyer,  by
executing  this  Agreement,  hereby  consents to the Company  entering into this
Agreement  and all  agreements to be entered into in  connection  herewith,  and
consents to the transactions contemplated hereby and thereby.

          (f)  SEC DOCUMENTS;  FINANCIAL STATEMENTS.  Since January 1, 2001, the
company has filed all reports,  schedules, forms, statements and other documents
required  to be filed by it with the SEC under the  Securities  Exchange  Act of
1934, as amended (the "1934 ACT") (all of the foregoing  filed prior to the date
hereof or amended  after the date hereof and all exhibits  included  therein and
financial  statements  and  schedules  thereto  and  documents  incorporated  by
reference therein,  being hereinafter  referred to as the "SEC DOCUMENTS").  The
Company has delivered to the Buyers or their representatives,  or made available
through the SEC's website at  http://sec.gov.,  true and complete  copies of the
SEC Documents, except for such amendment as may be required by the SEC's comment
letter to the Company's Form 10-KSB for the fiscal year ended June 30, 2001. The
Company has delivered to the Buyer(s) true and complete  copies of the financial
statements for the year ended June 30, 2001 (the "FINANCIAL  STATEMENTS").  Such
Financial  Statements have been prepared in accordance  with generally  accepted
accounting principles, consistently applied, during the periods involved (except
(i) as may be otherwise  indicated  in such  Financial  Statements  or the notes
thereto, or (ii) in the case of unaudited interim statements, to the extent they
may exclude  footnotes or may be condensed or summary  statements)  and,  fairly
present in all material respects the financial position of the Company as of the
dates thereof and the results of its  operations  and cash flows for the periods
then ended  (subject,  in the case of unaudited  statements,  to normal year-end
audit adjustments). No other information provided by or on behalf of the Company
to the Buyer  including,  without  limitation,  information  referred to in this
Agreement,  contains any untrue  statement of a material  fact or omits to state


                                       8

<PAGE>

any material  fact  necessary in order to make the  statements  therein,  in the
light of the circumstances under which they were made, not misleading.

          (g)  10(b)-5. Except for the required amendments, the SEC Documents do
not include any untrue  statements of material  fact,  nor do they omit to state
any material fact required to be stated therein necessary to make the statements
made, in light of the circumstances under which they are made, not misleading.

          (h)  ABSENCE OF LITIGATION.  Except as set forth in the SEC Documents,
there is no action, suit, proceeding,  inquiry or investigation before or by any
court,  public board,  government agency,  self-regulatory  organization or body
pending  against  or  affecting  the  Company,  the  Common  Stock or any of the
Company's subsidiaries, wherein an unfavorable decision, ruling or finding would
(i) have a material adverse effect on the transactions  contemplated hereby (ii)
adversely affect the validity or enforceability  of, or the authority or ability
of the Company to perform its  obligations  under,  this Agreement or any of the
documents contemplated herein, or (iii) except as expressly disclosed in the SEC
Documents,  have  a  material  adverse  effect  on  the  business,   operations,
properties,  financial  condition or results of operation of the Company and its
subsidiaries taken as a whole.

          (i)  ACKNOWLEDGMENT   REGARDING   BUYER'S   PURCHASE  OF  THE  SECURED
CONVERTIBLE DEBENTURES. The Company acknowledges and agrees that the Buyer(s) is
acting solely in the capacity of an arm's length  purchaser with respect to this
Agreement  and  the  transactions   contemplated  hereby.  The  Company  further
acknowledges that the Buyer(s) is not acting as a financial advisor or fiduciary
of the Company (or in any similar  capacity)  with respect to this Agreement and
the transactions contemplated hereby and any advice given by the Buyer(s) or any
of their respective  representatives or agents in connection with this Agreement
and the transactions  contemplated  hereby is merely  incidental to such Buyer's
purchase of the Secured  Convertible  Debentures or the Conversion  Shares.  The
Company further  represents to the Buyer(s) that the Company's decision to enter
into this Agreement has been based solely on the  independent  evaluation by the
Company and its representatives.

          (j)  NO GENERAL  SOLICITATION.  Neither  the  Company,  nor any of its
affiliates,  nor any person  acting on its or their  behalf,  has engaged in any
form of general  solicitation  or general  advertising  (within  the  meaning of
Regulation  D under  the 1933 Act) in  connection  with the offer or sale of the
Secured Convertible Debentures or the Conversion Shares.

          (k)  NO  INTEGRATED  OFFERING.  Neither  the  Company,  nor any of its
affiliates,  nor any  person  acting on its or their  behalf  has,  directly  or
indirectly,  made any offers or sales of any security or solicited any offers to
buy any security,  under  circumstances  that would require  registration of the
Secured  Convertible  Debentures or the Conversion  Shares under the 1933 Act or
cause this  offering of the Secured  Convertible  Debentures  or the  Conversion
Shares to be integrated  with prior offerings by the Company for purposes of the
1933 Act.

          (l)  EMPLOYEE   RELATIONS.   Neither   the  Company  nor  any  of  its
subsidiaries  is involved in any labor  dispute  nor,  to the  knowledge  of the
Company or any of its subsidiaries,  is any such dispute threatened. None of the
Company's or its subsidiaries'  employees is a member of a union and the Company

                                       9

<PAGE>

and its subsidiaries believe that their relations with their employees are good.

          (m)  INTELLECTUAL  PROPERTY  RIGHTS.  The Company and its subsidiaries
own or possess  adequate rights or licenses to use all trademarks,  trade names,
service  marks,  service mark  registrations,  service  names,  patents,  patent
rights,    copyrights,    inventions,    licenses,    approvals,    governmental
authorizations,  trade secrets and rights  necessary to conduct their respective
businesses as now conducted.  The Company and its  subsidiaries  do not have any
knowledge of any  infringement by the Company or its  subsidiaries of trademark,
trade name rights, patents,  patent rights,  copyrights,  inventions,  licenses,
service names, service marks, service mark registrations,  trade secret or other
similar  rights of others,  and, to the  knowledge  of the  Company  there is no
claim,  action or proceeding being made or brought against,  or to the Company's
knowledge,  being threatened against, the Company or its subsidiaries  regarding
trademark,  trade name, patents, patent rights, invention,  copyright,  license,
service names, service marks, service mark registrations,  trade secret or other
infringement;  and the Company and its  subsidiaries are unaware of any facts or
circumstances which might give rise to any of the foregoing.

          (n)  ENVIRONMENTAL  LAWS. The Company and its  subsidiaries are (i) in
compliance with any and all applicable  foreign,  federal,  state and local laws
and  regulations  relating to the  protection  of human  health and safety,  the
environment  or  hazardous  or  toxic   substances  or  wastes,   pollutants  or
contaminants ("ENVIRONMENTAL LAWS"), (ii) have received all permits, licenses or
other approvals required of them under applicable  Environmental Laws to conduct
their  respective  businesses  and  (iii) are in  compliance  with all terms and
conditions of any such permit, license or approval.

          (o)  TITLE.  Any real property and facilities  held under lease by the
Company  and its  subsidiaries  are held by them  under  valid,  subsisting  and
enforceable leases with such exceptions as are not material and do not interfere
with the use made and proposed to be made of such  property and buildings by the
Company and its subsidiaries.

          (p)  REGULATORY PERMITS.  The Company and its subsidiaries possess all
material  certificates,  authorizations  and permits  issued by the  appropriate
federal,  state or foreign  regulatory  authorities  necessary to conduct  their
respective  businesses,  and neither the  Company  nor any such  subsidiary  has
received any notice of proceedings relating to the revocation or modification of
any such certificate, authorization or permit.

          (q)  INTERNAL  ACCOUNTING  CONTROLS.  The  Company  and  each  of  its
subsidiaries  maintain a system of internal  accounting  controls  sufficient to
provide  reasonable  assurance that (i)  transactions are executed in accordance
with  management's  general or specific  authorizations,  (ii)  transactions are
recorded  as  necessary  to  permit  preparation  of  financial   statements  in
conformity with generally accepted  accounting  principles and to maintain asset
accountability,  and (iii) the recorded  amounts for assets is compared with the
existing  assets at reasonable  intervals and  appropriate  action is taken with
respect to any differences.

          (r)  NO MATERIAL ADVERSE BREACHES, ETC. Except as set forth in the SEC
Documents,  neither the Company  nor any of its  subsidiaries  is subject to any
charter,  corporate or other legal restriction,  or any judgment, decree, order,

                                       10

<PAGE>

rule or  regulation  which in the judgment of the  Company's  officers has or is
expected  in the  future to have a  material  adverse  effect  on the  business,
properties,  operations, financial condition, results of operations or prospects
of the Company or its  subsidiaries.  Except as set forth in the SEC  Documents,
neither the Company nor any of its  subsidiaries is in breach of any contract or
agreement  which breach,  in the judgment of the Company's  officers,  has or is
expected  to  have  a  material  adverse  effect  on the  business,  properties,
operations,  financial  condition,  results of  operations  or  prospects of the
Company or its subsidiaries.

          (s)  TAX STATUS. The Company and each of its subsidiaries has made and
filed all  federal  and state  income  and all other tax  returns,  reports  and
declarations required by any jurisdiction to which it is subject and (unless and
only to the extent that the Company and each of its  subsidiaries  has set aside
on its books  provisions  reasonably  adequate for the payment of all unpaid and
unreported  taxes)  has paid all taxes and other  governmental  assessments  and
charges  that are  material  in amount,  shown or  determined  to be due on such
returns,  reports and  declarations,  except those being contested in good faith
and has set aside on its books provision  reasonably adequate for the payment of
all taxes for periods  subsequent to the periods to which such returns,  reports
or declarations  apply. There are no unpaid taxes in any material amount claimed
to be due by the taxing authority of any  jurisdiction,  and the officers of the
Company know of no basis for any such claim.

          (t)  CERTAIN  TRANSACTIONS.   Except  for  arm's  length  transactions
pursuant to which the Company makes payments in the ordinary  course of business
upon terms no less  favorable  than the Company could obtain from third parties,
none of the  officers,  directors,  or  employees  of the Company is presently a
party to any transaction with the Company (other than for services as employees,
officers and directors),  including any contract, agreement or other arrangement
providing for the furnishing of services to or by,  providing for rental of real
or personal property to or from, or otherwise  requiring payments to or from any
officer,  director or such  employee or, to the  knowledge  of the Company,  any
corporation,  partnership, trust or other entity in which any officer, director,
or any such  employee  has a  substantial  interest or is an officer,  director,
trustee or partner.

          (u)  FEES AND RIGHTS OF FIRST REFUSAL.  Except as set forth in the SEC
Documents,  the  Company  is not  obligated  to  offer  the  securities  offered
hereunder on a right of first  refusal  basis or otherwise to any third  parties
including,  but not limited to, current or former  shareholders  of the Company,
underwriters, brokers, agents or other third parties.

     4.   COVENANTS.
          ---------

          (a)  BEST  EFFORTS.  Each party shall use its best  efforts  timely to
satisfy each of the  conditions  to be satisfied by it as provided in Sections 6
and 7 of this Agreement.

          (b)  FORM D. If  required,  the  Company  agrees to file a Form D with
respect to the Secured Convertible Debentures as required under Regulation D and
to provide a copy thereof to each Buyer promptly after such filing.  The Company
shall,  on or before the Closing  Date,  take such  action as the Company  shall
reasonably determine is necessary to qualify the Secured Convertible Debentures,
or obtain an exemption for the Secured  Convertible  Debentures  for sale to the

                                       11

<PAGE>

Buyers at the Closing pursuant to this Agreement under applicable  securities or
"Blue Sky" laws of the states of the United States,  and shall provide  evidence
of any such action so taken to the Buyers on or prior to the Closing Date.

          (c)  REPORTING  STATUS.  Until the earlier of (i) the date as of which
the Buyer(s) may sell all of the Conversion Shares without restriction  pursuant
to Rule 144(k)  promulgated under the 1933 Act (or successor  thereto),  or (ii)
the date on which (A) the Buyer(s) shall have sold all the Conversion Shares and
(B)  none  of  the  Secured   Convertible   Debentures  are   outstanding   (the
"REGISTRATION  PERIOD"),  the Company  shall file in a timely manner all reports
required to be filed with the SEC  pursuant to the 1934 Act and the  regulations
of the SEC there under,  and the Company  shall not  terminate  its status as an
issuer  required to file reports  under the 1934 Act even if the 1934 Act or the
rules and regulations there under would otherwise permit such termination.

          (d)  USE OF PROCEEDS.  The Company will use the proceeds from the sale
of the Secured Convertible  Debentures for general corporate and working capital
purposes.

          (e)  RESERVATION  OF  SHARES.  Subject  to the limit on the  Company's
authorized Common Stock, the Company shall take all action reasonably  necessary
to at all times have authorized,  and reserved for the purpose of issuance, such
number of shares of Common Stock as shall be necessary to effect the issuance of
the Conversion  Shares.  If at any time the Company does not have available such
shares of Common  Stock as shall from time to time be  sufficient  to effect the
conversion of all of the Conversion  Shares of the Company shall call and hold a
special meeting of the shareholders  within ninety (90) days of such occurrence,
for the sole  purpose  of  increasing  the  number  of  shares  authorized.  The
Company's  management  shall  recommend to the  shareholders to vote in favor of
increasing  the number of shares of Common Stock  authorized.  Management  shall
also vote all of its  shares in favor of  increasing  the  number of  authorized
shares of Common Stock.

          (f)  LISTINGS OR  QUOTATION.  The Company  shall  promptly  secure the
listing or  quotation of the  Conversion  Shares upon each  national  securities
exchange,  automated quotation system or The National  Association of Securities
Dealers Inc.'s  Over-The-Counter  Bulletin  Board or other market,  if any, upon
which  shares of Common  Stock are then  listed or quoted  (subject  to official
notice of issuance)  and shall use its best efforts to maintain,  so long as any
other shares of Common Stock shall be so listed,  such listing of all Conversion
Shares from time to time issuable under the terms of this Agreement.

          (g)  FEES AND EXPENSES. Each of the Company and the Buyer(s) shall pay
all  costs  and  expenses   incurred  by  such  party  in  connection  with  the
negotiation,   investigation,   preparation,  execution  and  delivery  of  this
Agreement, the Escrow Agreement, and the Investor Registration Rights Agreement.
The Buyer(s)  shall be entitled to a ten percent (10%)  discount on the Purchase
Price.

          (h)  CORPORATE  EXISTENCE.  So long as any of the Secured  Convertible
Debentures  remain  outstanding,  the Company  shall not directly or  indirectly
consummate any merger, reorganization, restructuring, consolidation, sale of all
or  substantially  all of the  Company's  assets or any similar  transaction  or
related  transactions  (each such transaction,  a "SALE OF THE COMPANY") unless,

                                       12

<PAGE>

prior  to  the  consummation  of a  Sale  of  the  Company,  the  Company  makes
appropriate  provision to insure that, upon the consummation of such Sale of the
Company,  each  of  the  holders  of the  Secured  Convertible  Debentures  will
thereafter  have the  right  to  acquire  and  receive  such  shares  of  stock,
securities  or assets as may be issued or payable with respect to or in exchange
for the number of shares of Common Stock immediately  theretofore acquirable and
receivable upon the conversion of such holder's Secured  Convertible  Debentures
had such Sale of the Company not taken place. In any such case, the Company will
make appropriate provision with respect to such holders' rights and interests to
insure that the provisions of this Section 4(h) will thereafter be applicable to
the Secured Convertible Debentures.

          (i)  TRANSACTIONS WITH AFFILIATES.  So long as any Secured Convertible
Debentures are  outstanding,  the Company shall not, and shall cause each of its
subsidiaries  not to, enter into,  amend,  modify or  supplement,  or permit any
subsidiary  to  enter  into,   amend,   modify  or  supplement   any  agreement,
transaction,  commitment,  or  arrangement  with any of its or any  subsidiary's
officers,  directors,  person who were  officers or directors at any time during
the previous two (2) years,  stockholders who beneficially own five percent (5%)
or more of the  Common  Stock,  or  Affiliates  (as  defined  below) or with any
individual  related by blood,  marriage,  or adoption to any such  individual or
with any entity in which any such entity or individual  owns a five percent (5%)
or more beneficial  interest (each a "RELATED PARTY"),  except for (a) customary
employment  arrangements  and benefit  programs  on  reasonable  terms,  (b) any
investment  in an  Affiliate  of the Company,  (c) any  agreement,  transaction,
commitment,  or arrangement  on an arms-length  basis on terms no less favorable
than  terms  which  would  have been  obtainable  from a person  other than such
Related Party, (d) any agreement transaction,  commitment,  or arrangement which
is approved by a majority of the  disinterested  directors of the  Company,  for
purposes  hereof,  any  director  who is also an officer  of the  Company or any
subsidiary of the Company shall not be a disinterested  director with respect to
any such agreement,  transaction,  commitment,  or arrangement.  "AFFILIATE" for
purposes hereof means,  with respect to any person or entity,  another person or
entity that, directly or indirectly,  (i) has a ten percent (10%) or more equity
interest  in that person or entity,  (ii) has ten  percent  (10%) or more common
ownership with that person or entity,  (iii) controls that person or entity,  or
(iv) shares common  control with that person or entity.  "CONTROL" or "CONTROLS"
for  purposes  hereof  means that a person or entity  has the  power,  direct or
indirect, to conduct or govern the policies of another person or entity.

          (j)  TRANSFER  AGENT.  The Company  covenants  and agrees that, in the
event that the Company's agency  relationship  with the transfer agent should be
terminated  for any  reason  prior to a date  which is two (2)  years  after the
Closing Date, the Company shall immediately appoint a new transfer agent.

          (k)  RESTRICTION  ON  ISSUANCE  OF THE  COMMON  STOCK.  So long as any
Secured Convertible  Debentures are outstanding,  the Company shall not, without
the prior written  consent of the  Buyer(s):  (i) issue or sell shares of Common
Stock or Preferred Stock, (ii) issue any warrant, option, right, contract, call,
or other security instrument  granting the holder thereof,  the right to acquire
Common Stock, or (iii) file any registration statement on Form S-8.

                                       13

<PAGE>

          (l)  Within  three (3)  business  days of the date  hereof the Company
shall  file its Form  10-KSB for the  fiscal  year  ended  June 30,  2002 and an
amendment of its Form 10-KSB for the fiscal year ended June 30, 2001.

          (m)  The  Company  agrees  to file a Proxy  Statement  or  Information
Statement  increasing its  authorized  Common Stock from  200,000,000  shares to
2,000,000,000 shares.

     5.   TRANSFER AGENT INSTRUCTIONS.
          ---------------------------

     The  Company  shall issue  irrevocable  instructions  in the form  attached
hereto as EXHIBIT E to its transfer agent irrevocably appointing Butler Gonzalez
LLP as its agent for purpose of having  certificates  issued,  registered in the
name of the Buyer(s) or its respective  nominee(s),  for the  Conversion  Shares
representing  such amounts of Secured  Convertible  Debentures as specified from
time to time by the  Buyer(s)  to the  Company  upon  conversion  of the Secured
Convertible  Debentures (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS").  Butler
Gonzalez LLP shall be paid a cash fee of Fifty Dollars ($50) for every  occasion
they act pursuant to the Irrevocable  Transfer Agent  Instructions.  The Company
shall not change its transfer agent without the express  written  consent of the
Buyer(s), which may be withheld by the Buyer(s) in its sole discretion. Prior to
registration of the Conversion  Shares under the 1933 Act, all such certificates
shall bear the restrictive  legend  specified in Section 2(g) of this Agreement.
The Company  warrants that no instruction  other than the  Irrevocable  Transfer
Agent Instructions referred to in this Section 5, and stop transfer instructions
to give  effect to Section  2(f)  hereof (in the case of the  Conversion  Shares
prior to  registration  of such shares  under the 1933 Act) will be given by the
Company to its transfer agent and that the Conversion  Shares shall otherwise be
freely transferable on the books and records of the Company as and to the extent
provided in this  Agreement  and the  Investor  Registration  Rights  Agreement.
Nothing in this  Section 5 shall affect in any way the Buyer's  obligations  and
agreement  to  comply  with  all  applicable  securities  laws  upon  resale  of
Conversion  Shares.  The  Company  acknowledges  that  a  breach  by it  of  its
obligations  hereunder will cause irreparable harm to the Buyer by vitiating the
intent and purpose of the  transaction  contemplated  hereby.  Accordingly,  the
Company  acknowledges  that the  remedy at law for a breach  of its  obligations
under this Section 5 will be inadequate and agrees,  in the event of a breach or
threatened  breach by the Company of the  provisions of this Section 5, that the
Buyer(s) shall be entitled,  in addition to all other available remedies,  to an
injunction restraining any breach and requiring immediate issuance and transfer,
without the  necessity  of showing  economic  loss and without any bond or other
security being required.

     6.   CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.
          ----------------------------------------------

     The  obligation  of the  Company  hereunder  to issue and sell the  Secured
Convertible  Debentures  to  the  Buyer(s)  at the  Closing  is  subject  to the
satisfaction,  at  or  before  the  Closing  Date,  of  each  of  the  following
conditions,  provided that these  conditions  are for the Company's sole benefit
and may be waived by the Company at any time in its sole discretion:

          (a)  Each  Buyer  shall  have  executed  this  Agreement,  the  Escrow
Agreement, the Investor Registration Rights Agreement and the Security Agreement
and delivered the same to the Company.

                                       14

<PAGE>

          (b)  The  Buyer(s)  shall  have  delivered  to the  Escrow  Agent  the
Purchase Price for the Secured  Convertible  Debentures in respective amounts as
set forth next to each Buyer as outlined  on Schedule I attached  hereto and the
Escrow Agent shall have  delivered such funds to the Company by wire transfer of
immediately  available U.S. funds pursuant to the wire instructions  provided by
the Company.

          (c)  The  representations and warranties of the Buyer(s) shall be true
and  correct  in all  material  respects  as of the date when made and as of the
Closing  Date as  though  made at that  time  (except  for  representations  and
warranties  that  speak as of a  specific  date),  and the  Buyer(s)  shall have
performed,  satisfied and complied in all material  respects with the covenants,
agreements and conditions required by this Agreement to be performed,  satisfied
or complied with by the Buyer(s) at or prior to the Closing Date.

     7.   CONDITIONS TO THE BUYER'S OBLIGATION TO PURCHASE.
          ------------------------------------------------

     The   obligation  of  the  Buyer(s)   hereunder  to  purchase  the  Secured
Convertible  Debentures  at the  Closing is subject to the  satisfaction,  at or
before the Closing  Date,  of each of the  following  conditions,  provided that
these  conditions  are for the  Buyer's  sole  benefit  and may be waived by the
Buyer(s) at any time in its sole discretion:

          (a)  The  Company  shall have  executed  this  Agreement,  the Secured
Convertible   Debenture  the  Escrow   Agreement,   the   Irrevocable   Transfer
Instructions,  the  Investor  Registration  Rights  Agreement,  and the Security
Agreement and delivered the same to the Buyer(s).

          (b)  The  Company  shall have  filed a form UCC -1 with  regard to the
Pledged  Property and Pledged  Collateral as detailed in the Security  Agreement
dated the date hereof and provided proof of such filing to the Buyer(s).

          (c)  The  Common  Stock  shall  be  authorized  for  quotation  on The
National Association of Securities Dealers, Inc. OTC Bulletin Board, and trading
in the Common Stock shall not have been suspended for any reason.

          (d)  The  representations  and warranties of the Company shall be true
and  correct in all  material  respects  (except to the extent  that any of such
representations and warranties is already qualified as to materiality in Section
3 above, in which case, such  representations  and warranties  shall be true and
correct  without further  qualification)  as of the date when made and as of the
Closing  Date as  though  made at that  time  (except  for  representations  and
warranties  that  speak  as of a  specific  date)  and the  Company  shall  have
performed,  satisfied and complied in all material  respects with the covenants,
agreements and conditions required by this Agreement to be performed,  satisfied
or complied with by the Company at or prior to the Closing Date. The Buyer shall
have received a certificate,  executed by the President of the Company, dated as
of the Closing Date, to the foregoing effect and as to such other matters as may
be reasonably requested by the Buyer including,  without limitation an update as
of the Closing  Date  regarding  the  representation  contained  in Section 3(c)
above.

                                       15

<PAGE>

          (e)  The Company shall have executed and delivered to the Buyer(s) the
Secured Convertible Debentures in the respective amounts set forth opposite each
Buyer(s) name on Schedule I attached hereto.

          (f)  Subsequent to the  availability of authorized but unissued shares
of Common Stock,  as of the Closing Date, the Company shall have reserved out of
its  authorized and unissued  Common Stock,  solely for the purpose of effecting
the conversion of the Secured Convertible Debentures,  shares of Common Stock to
effect the conversion of all of the Conversion Shares then outstanding.

          (g)  The  Irrevocable   Transfer  Agent  Instructions,   in  form  and
substance   satisfactory  to  the  Buyer,  shall  have  been  delivered  to  and
acknowledged in writing by the Company's transfer agent.

     8.   INDEMNIFICATION.
          ---------------

          (a)  In  consideration  of the Buyer's  execution and delivery of this
Agreement and acquiring the Secured  Convertible  Debentures  and the Conversion
Shares  hereunder,  and in addition to all of the  Company's  other  obligations
under this  Agreement,  the Company  shall defend,  protect,  indemnify and hold
harmless  the  Buyer(s)  and  each  other  holder  of  the  Secured  Convertible
Debentures  and the Conversion  Shares,  and all of their  officers,  directors,
employees  and  agents  (including,   without  limitation,   those  retained  in
connection with the transactions  contemplated by this Agreement) (collectively,
the "BUYER INDEMNITEES") from and against any and all actions, causes of action,
suits, claims,  losses,  costs,  penalties,  fees,  liabilities and damages, and
expenses  in  connection  therewith  (irrespective  of  whether  any such  Buyer
Indemnitee  is a party to the  action  for which  indemnification  hereunder  is
sought),  and  including  reasonable  attorneys'  fees  and  disbursements  (the
"INDEMNIFIED LIABILITIES"),  incurred by the Buyer Indemnitees or any of them as
a result of, or arising  out of, or  relating  to (a) any  misrepresentation  or
breach of any  representation or warranty made by the Company in this Agreement,
the  Secured  Convertible   Debentures  or  the  Investor   Registration  Rights
Agreement,  the  Security  Agreement  or any other  certificate,  instrument  or
document  contemplated  hereby  or  thereby,  (b) any  breach  of any  covenant,
agreement or obligation of the Company contained in this Agreement,  the Secured
Convertible  Debenture,  the Investor Registration Rights Agreement or any other
certificate,  instrument or document  contemplated hereby or thereby, or (c) any
cause of action, suit or claim brought or made against such Buyer Indemnitee and
arising  out of or  resulting  from  the  execution,  delivery,  performance  or
enforcement  of this  Agreement or any other  instrument,  document or agreement
executed  pursuant  hereto  by any of the  Buyer  Indemnities,  any  transaction
financed or to be financed in whole or in part, directly or indirectly, with the
proceeds of the issuance of the Secured Convertible  Debentures or the status of
the Buyer or holder of the  Secured  Convertible  Debentures  or the  Conversion
Shares,  as a Buyer of Secured  Convertible  Debentures  in the Company.  To the
extent that the foregoing  undertaking by the Company may be  unenforceable  for
any reason,  the Company shall make the maximum  contribution to the payment and
satisfaction of each of the Indemnified Liabilities,  which is permissible under
applicable law.

          (b)  In consideration of the Company's  execution and delivery of this
Agreement,  and in addition to all of the Buyer's other  obligations  under this
Agreement,  the Buyer shall  defend,  protect,  indemnify  and hold harmless the

                                       16

<PAGE>

Company and all of its officers,  directors,  employees  and agents  (including,
without   limitation,   those  retained  in  connection  with  the  transactions
contemplated by this Agreement)  (collectively,  the "Company Indemnitees") from
and  against  any  and  all  Indemnified  Liabilities  incurred  by the  Company
Indemnitees or any of them as a result of, or arising out of, or relating to (a)
any  misrepresentation  or breach of any  representation or warranty made by the
Buyer(s) in this Agreement,  the Investor  Registration  Rights Agreement or any
other  certificate,  instrument  or  document  contemplated  hereby  or  thereby
executed by the Buyer,  (b) any breach of any covenant,  agreement or obligation
of the Buyer(s) contained in this Agreement,  the Investor  Registration  Rights
Agreement or any other certificate,  instrument or document  contemplated hereby
or  thereby  executed  by the Buyer,  or (c) any cause of action,  suit or claim
brought  or  made   against   such   Company   Indemnitee   based  on   material
misrepresentations  or due to a material  breach and arising out of or resulting
from the execution,  delivery, performance or enforcement of this Agreement, the
Investor  Registration  Rights  Agreement or any other  instrument,  document or
agreement  executed  pursuant hereto by any of the Company  Indemnities.  To the
extent that the foregoing undertaking by each Buyer may be unenforceable for any
reason,  each Buyer  shall make the  maximum  contribution  to the  payment  and
satisfaction of each of the Indemnified Liabilities,  which is permissible under
applicable law.

     9.   GOVERNING LAW: MISCELLANEOUS.
          ----------------------------

          (a)  GOVERNING   LAW.  This   Agreement   shall  be  governed  by  and
interpreted in accordance  with the laws of the State of Florida  without regard
to the principles of conflict of laws. The parties further agree that any action
between them shall be heard in Hudson County,  New Jersey, and expressly consent
to the  jurisdiction  and venue of the Superior Court of New Jersey,  sitting in
Hudson  County and the United  States  District  Court for the  District  of New
Jersey sitting in Newark,  New Jersey for the  adjudication  of any civil action
asserted pursuant to this Paragraph.

          (b)  COUNTERPARTS.  This  Agreement  may be  executed  in two or  more
identical  counterparts,  all of  which  shall  be  considered  one and the same
agreement and shall become effective when  counterparts have been signed by each
party and  delivered  to the other  party.  In the event any  signature  page is
delivered  by  facsimile  transmission,  the party  using such means of delivery
shall  cause  four  (4)  additional  original  executed  signature  pages  to be
physically  delivered to the other party  within five (5) days of the  execution
and delivery hereof.

          (c)  HEADINGS.  The headings of this Agreement are for  convenience of
reference  and shall not form part of, or affect  the  interpretation  of,  this
Agreement.

          (d)  SEVERABILITY. If any provision of this Agreement shall be invalid
or unenforceable in any jurisdiction,  such invalidity or unenforceability shall
not affect the validity or  enforceability of the remainder of this Agreement in
that  jurisdiction  or the validity or  enforceability  of any provision of this
Agreement in any other jurisdiction.

          (e)  ENTIRE AGREEMENT, AMENDMENTS. This Agreement supersedes all other
prior oral or written  agreements  between  the  Buyer(s),  the  Company,  their
affiliates  and  persons  acting on their  behalf  with  respect to the  matters
discussed  herein,  and this  Agreement and the  instruments  referenced  herein

                                       17

<PAGE>

contain  the entire  understanding  of the parties  with  respect to the matters
covered  herein and therein  and,  except as  specifically  set forth  herein or
therein,  neither the Company nor any Buyer makes any representation,  warranty,
covenant or  undertaking  with  respect to such  matters.  No  provision of this
Agreement may be waived or amended other than by an instrument in writing signed
by the party to be charged with enforcement.

          (f)  NOTICES. Any notices, consents,  waivers, or other communications
required or permitted to be given under the terms of this  Agreement  must be in
writing  and will be  deemed  to have  been  delivered  (i) upon  receipt,  when
delivered personally; (ii) upon confirmation of receipt, when sent by facsimile;
(iii) three (3) days after being sent by U.S.  certified  mail,  return  receipt
requested,  or (iv)  one (1) day  after  deposit  with a  nationally  recognized
overnight  delivery  service,  in each case  properly  addressed to the party to
receive the same.  The addresses and facsimile  numbers for such  communications
shall be:

If to the Company, to:        Advanced Communications Technologies, Inc.
                              c/o Danson Partners, LLC
                              420 Lexington Avenue, Suite 2739
                              New York, New York 10170
                              Attention:  Wayne Danson, President and
                                          Chief Financial Officer
                              Telephone:  (646) 227-1600
                              Facsimile:  (646) 227-1666

With a copy to:               Kirkpatrick & Lockhart LLP
                              201 South Biscayne Boulevard - Suite 2000
                              Miami, FL  33131-2399
                              Attention:  Clayton E. Parker, Esq.
                              Telephone:  (305) 539-3300
                              Facsimile:  (305) 358-7095

With a copy to:               Levinson & Lichtman, LLP
                              120 East Palmetto Park Road, Suite 100
                              Boca Raton, Florida 33431
                              Attention:  Jonathan J. Lichtman, Esq.
                              Telephone:  (561) 869-3600
                              Facsimile:  (561) 869-3601


If to Escrow Agent:           Wachovia Bank, N. A.
                              303 Broad Street
                              Red Bank, New Jersey 07701
                              Attention:  Robert Mercado

     If to the Buyer(s), to its address and facsimile number on Schedule I, with
copies to the  Buyer's  counsel as set forth on  Schedule  I. Each  party  shall
provide five (5) days' prior written  notice to the other party of any change in
address or facsimile number.

                                       18

<PAGE>

          (g)  SUCCESSORS AND ASSIGNS.  This Agreement shall be binding upon and
inure to the benefit of the parties and their respective successors and assigns.
Neither the Company nor any Buyer shall  assign this  Agreement or any rights or
obligations  hereunder  without  the prior  written  consent of the other  party
hereto.

          (h)  NO THIRD PARTY BENEFICIARIES.  This Agreement is intended for the
benefit of the parties  hereto and their  respective  permitted  successors  and
assigns, and is not for the benefit of, nor may any provision hereof be enforced
by, any other person.

          (i)  SURVIVAL. Unless this Agreement is terminated under Section 9(l),
the  representations  and warranties of the Company and the Buyers  contained in
Sections 2 and 3, the agreements and covenants set forth in Sections 4, 5 and 9,
and the  indemnification  provisions  set forth in Section 8, shall  survive the
Closing  for a period of one (1) year  following  the date on which the  Secured
Convertible  Debentures are converted in full. The Buyer(s) shall be responsible
only  for  its  own  representations,   warranties,   agreements  and  covenants
hereunder.

          (j)  PUBLICITY.  The Company and the Buyer(s)  shall have the right to
approve,  before  issuance any press release or any other public  statement with
respect to the  transactions  contemplated  hereby made by any party;  provided,
however,  that the Company shall be entitled,  without the prior approval of the
Buyer(s),  to issue any press release or other public disclosure with respect to
such  transactions  required  under  applicable  securities  or  other  laws  or
regulations  (the Company  shall use its best efforts to consult the Buyer(s) in
connection with any such press release or other public  disclosure  prior to its
release  and  Buyer(s)  shall  be  provided  with a copy  thereof  upon  release
thereof).

          (k)  FURTHER ASSURANCES.  Each party shall do and perform, or cause to
be done and performed,  all such further acts and things,  and shall execute and
deliver all such other agreements,  certificates,  instruments and documents, as
the other  party may  reasonably  request  in order to carry out the  intent and
accomplish  the  purposes  of  this  Agreement  and  the   consummation  of  the
transactions contemplated hereby.

          (l)  TERMINATION.  In the  event  that  the  Closing  shall  not  have
occurred with respect to the Buyers on or before five (5) business days from the
date  hereof  due to the  Company's  or  the  Buyer's  failure  to  satisfy  the
conditions  set forth in Sections 6 and 7 above (and the  non-breaching  party's
failure to waive such unsatisfied  condition(s)),  the non-breaching party shall
have the option to terminate this Agreement with respect to such breaching party
at the close of  business  on such date  without  liability  of any party to any
other party; provided, however, that if this Agreement is terminated pursuant to
this Section 9(l), the Company shall remain  obligated to reimburse the Buyer(s)
for the expenses described in Section 4(g) above.

          (m)  NO STRICT CONSTRUCTION.  The language used in this Agreement will
be deemed to be the  language  chosen by the  parties  to express  their  mutual
intent, and no rules of strict construction will be applied against any party.


                    [REMAINDER PAGE INTENTIONALLY LEFT BLANK]

                                       19

<PAGE>

     IN  WITNESS  WHEREOF,  the  Buyer(s)  and  the  Company  have  caused  this
Securities  Purchase  Agreement to be duly executed as of the date first written
above.

                              COMPANY:

                              ADVANCED COMMUNICATIONS
                                TECHNOLOGIES, INC.

                              By:
                                 --------------------------------------
                              Name:  Wayne Danson
                              Title: President and Chief Financial Officer



                              BUYER:

                              CORNELL CAPITAL PARTNERS, LP

                              BY:    YORKVILLE ADVISORS, LLC
                              ITS:   GENERAL PARTNER


                              By:
                                 --------------------------------------
                              Name:  Mark Angelo
                              Title: Portfolio Manager

                                       20

<PAGE>

                                                                       EXHIBIT A


                      FORM OF SECURED CONVERTIBLE DEBENTURE
                      -------------------------------------

                                       21
<PAGE>

                                                                       EXHIBIT B


                 FORM OF INVESTOR REGISTRATION RIGHTS AGREEMENT
                 ----------------------------------------------

                                       B-1

<PAGE>

                                                                       EXHIBIT C


                           FORM OF SECURITY AGREEMENT
                           --------------------------

                                       C-1

<PAGE>

                                                                       EXHIBIT D


                            FORM OF ESCROW AGREEMENT
                            ------------------------

                                      D-1

<PAGE>

                                                                       EXHIBIT E


                           TRANSFER AGENT INSTRUCTIONS
                           ---------------------------

                                      E-1

<PAGE>

                                   SCHEDULE I
                                   ----------

                               SCHEDULE OF BUYERS
                               ------------------


<TABLE>
<S>                    <C>                       <C>                                    <C>
                                                                                        Amount of
Name                   Signature                 Address/Facsimile Number of Buyer      Subscription
-------------------    ----------------------    -----------------------------------    --------------
</TABLE>

                                  SCHEDULE I-1