EXHIBIT 10.17


DATED                                                                       2000






            ADVANCED COMMUNICATIONS TECHNOLOGIES (AUSTRALIA) PTY LTD

                                       AND

                   ADVANCED COMMUNICATIONS TECHNOLOGIES, INC.






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                       LICENCE AND DISTRIBUTION AGREEMENT
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                                TABLE OF CONTENTS


1.   DEFINITIONS.............................................................1
2.   TERM....................................................................6
      2.1.  Effective Date...................................................6
      2.2.  Indefinite Term..................................................6
3.   APPOINTMENT.............................................................6
      3.1.  Appointment of ADVC..............................................6
      3.2.  Exclusive Appointment in the Territory...........................6
      3.3.  Licence..........................................................6
4.   LICENCE OF SOFTWARE.....................................................7
      4.1.  ACT to Licence...................................................7
      4.2.  ACT may Permit ADVC to Sub-Licence...............................7
5.   PROMOTIONAL MATERIALS AND ORDERING OF PRODUCT...........................7
      5.1.  Promotional Materials............................................7
      5.2.  Order only from ACT or Authorised Replicator.....................7
6.   Obligations of ADVC.....................................................7
      6.1.  Promotion of Product.............................................7
      6.2.  No Export........................................................8
      6.3.  Minimum Sales Requirements.......................................8
7.   NO MODIFICATION OR BUNDLING.............................................9
      7.1.  No Modifications.................................................9
      7.2.  ADVC's Name and Logo.............................................9
      7.3.  No Bundling......................................................9
      7.4.  Licence Terms....................................................9
8.   PAYMENTS................................................................9
      8.1.  Entitlement......................................................9
      8.2.  ACT to Remit.....................................................9
      8.3.  ADVC to Remit....................................................9
      8.4.  Minimum Guarantee Amount........................................10
      8.5.  Reports.........................................................10
      8.6.  ADVC to Account to ACT after Termination........................10
      8.7.  Taxes...........................................................10
9.   ACCOUNTS, AUDITS AND INSPECTIONS.......................................10
      9.1.  ADVC to Keep Records............................................10
      9.2.  ACT's Right to Inspect Records..................................11
      9.3.  ACT's Right to Inspect for 7 Years..............................11
      9.4.  Payment of any Difference Revealed by Inspection................11
      9.5.  If Reports not Delivered........................................11
      9.6.  Inspection of ADVC's Facilities.................................12
10.  WARRANTIES.............................................................12
      10.1. General Warranties..............................................12
      10.2. Warranties by ACT...............................................12
      10.3. ACT does not Warrant............................................12


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      10.4. Warranties by ADVC..............................................12
      10.5. Amendment.......................................................13
      10.6. Intellectual Property Rights of Alteration......................13
      10.7. Acknowledgement.................................................13
11.  SCOPE OF LIABILITY.....................................................13
      11.1. ACT's Indemnity.................................................13
      11.2. ADVC's Indemnity................................................14
      11.3. Exclusion of Liability..........................................14
      11.4. Liability Limit.................................................15
      11.5. Notification of Claims..........................................15
      11.6. Keep ACT Informed...............................................15
      11.7. ACT to Conduct Litigation.......................................15
      11.8. Conduct of Litigation...........................................15
      11.9. Payment of Judgment against ADVC................................16
      11.10. Consent to Settlement..........................................16
      11.11. Consent to Settlement..........................................16
      11.12. Payment of Sums under Indemnity................................16
12.  MARKETING AND PROMOTION................................................17
      12.1. Marketing Plan..................................................17
      12.2. ACT to Approve all Marketing Material...........................17
      12.3. ACT's Approval..................................................17
13.  WITHDRAWAL OF PRODUCT..................................................17
      13.1. Suspension of Distribution......................................17
      13.2. ADVC to Notify..................................................17
      13.3. If ACT is Unable to Rectify the Product.........................18
      13.4. If ACT is able to Rectify the Product...........................18
14.  SUB-DISTRIBUTORS.......................................................18
      14.1. ADVC may Appoint Sub-distributors...............................18
      14.2. ADVC Liable for Sub-distributors................................18
      14.3. Payments to Sub-distributors....................................18
15.  CONFIDENTIALITY........................................................18
      15.1. Confidential Information........................................18
      15.2. No Disclosure...................................................19
      15.3. No Unauthorised Copying.........................................19
      15.4. Return of Materials.............................................19
      15.5. Responsibility for Employees, Agents etc........................19
      15.6. Publicity.......................................................19
16.  WITHDRAWAL OF EXCLUSIVITY..............................................20
      16.1. Application of Rule.............................................20
      16.2. Withdrawal of Exclusivity.......................................20
17.  TERMINATION............................................................20
      17.1. Termination for Breach..........................................20
      17.2. Immediate Termination...........................................20
      17.3. Accrued Rights..................................................21


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18.  RELATIONSHIP OF THE PARTIES............................................21
      18.1. No Partnership..................................................21
      18.2. No Representations of Authority.................................21
19.  GENERAL................................................................21
      19.1. Amendment.......................................................21
      19.2. Entire Understanding............................................21
      19.3. Further Assurance...............................................21
      19.4. Legal Costs and Expenses........................................21
      19.5. Stamp Duty......................................................21
      19.6. Waiver and Exercise of Rights...................................22
      19.7. Assignment......................................................22
      19.8. Time of the Essence.............................................23
      19.9. No Relationship.................................................23
      19.10. Survival of Indemnities........................................23
      19.11. Rule of Construction...........................................23
20.  NOTICES................................................................23
      20.1. Service of Notice...............................................23
      20.2. Particulars for Service.........................................23
      20.3. Particulars for Service.........................................24
      20.4. Time of Service.................................................24
21.  INTERPRETATION.........................................................24
      21.1. Governing Law and Jurisdiction..................................24
      21.2. Persons.........................................................24
      21.3. Joint and Several...............................................25
      21.4. Legislation.....................................................25
      21.5. This Agreement, clauses and Headings............................25
      21.6. Severance.......................................................25
      21.7. Counterparts....................................................25
      21.8. Currency........................................................25
      21.9. Business Day....................................................26
      21.10. ACT Right of Setoff............................................26
      21.11. Number and Gender..............................................26
      ANNEXURE A............................................................27





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                                       1


THIS LICENCE AND DISTRIBUTION AGREEMENT is made on      2000

BETWEEN

      ADVANCED COMMUNICATIONS TECHNOLOGIES (AUSTRALIA) PTY LTD ACN 086856 617

      of Level 20, 350 Queen Street, Melbourne, Victoria, 3000, Australia

                                                                         ("ACT")

      AND

      ADVANCED COMMUNICATIONS TECHNOLOGIES, INC.

      a corporation  incorporated in Florida,  United States of America with its
      registered  address at 19200 Von Karman  Avenue,  Suite  500,  Irvine,  CA
      92612, United States of America

                                                                        ("ADVC")


RECITALS

A.    ACT has developed the Product.

B.    ACT wishes to appoint ADVC to distribute the Product in the Territory.

C.    ADVC has agreed to accept the appointment on the terms and conditions of
this Agreement, and to distribute the Product in the Territory.

THE PARTIES AGREE AS FOLLOWS:

1.    DEFINITIONS

      In this document unless a contrary intention appears:

      ALTER means alter, modify, adapt, disassemble,  reverse engineer or amend,
      and ALTERATION has a corresponding meaning.

      AUTHORISED  REPLICATOR  means a person  authorized  and notified by ACT to
      ADVC in writing to undertake  manufacture  of the Product for the purposes
      of this Document.

      BANKRUPTCY  CODE  means the  bankruptcy  statutes  of the  United  States,
      designated as Title 11 of the United States Code.

      BUSINESS  DAY means a day on which the  Commonwealth  Bank of Australia is
      open for business in Victoria, Australia.

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      BUSINESS HOURS means from 9.00 am to 5.00 pm on a Business Day.

      CALENDAR QUARTER means successive periods of three months ending 31 March,
      30 June, 30 September and 31 December and any part thereof.

      CHANGE  CONTROL  EVENT  means,  in relation to a party,  any event where a
      person having Control of that party on the date of this  document,  ceases
      to have such Control.

      COMMISSION means an amount to be agreed between the parties, having regard
      to  industry  standards  after  the  final  pricing  for  the  Product  is
      established.

      CONFIDENTIAL   INFORMATION  means  all  trade  secrets,  ideas,  know-how,
      concepts and information  whether in writing or otherwise  relating in any
      way:

      (a)   to either party's sub-licensees, employees or End users;

      (b)   the Product;

      (c)   Intellectual Property Rights, Promotional Materials or the Marketing
            Plan;

      (d)   Commission payable under this document;

      (e)   a party's  affairs or  businesses,  sales,  marketing or promotional
            information;

      (f)   the terms of this document,

      but that does not include information that:

      (g)   is, or becomes part of, the public domain  otherwise  than by breach
            of this document by either party;

      (h)   is lawfully obtained by either party from another person without any
            restriction as to use and disclosure; or

      (i)   was in either  party's  possession  prior to disclosure to it by the
            other party.

      CONTROL means, in relation to a party, a person:

      (a)   controlling the composition of that party's board; or

      (b)   being in a position  to case,  or control  the casting of, more than
            one-half  of the  maximum  number of votes  that  might be cast at a
            general meeting of that party; or

      (c)   holding more than on-half of the issued share  capital of that party
            (excluding  any part of that issued  share  capital  that carries no
            right to participate  beyond a specified amount in a distribution of
            either profits or capital).

      CORPORATIONS LAW means the Corporations Law of Victoria, Australia.

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                                       3


      DEFAULTING PARTY means a party who has breached a rule in this Agreement.

      EFFECTIVE DATE means 6 April 1999.

      END USERS means any persons who purchases the Products for end use.

      EXCLUSIVE TERRITORY means the United States of America, the North American
      and South American continents.

      FORCE MAJEURE means events or occurrences beyond the reasonable control of
      a party, such as:

      (a)   war, revolution, insurrection, riot or invasion;

      (b)   earthquake,  aircraft damage,  fire, cyclones,  lightning,  winds or
            other acts of God:

      (c)   industrial relations problems and strikes affecting the party; or

      (d)   airport  closure,  airline strikes or airline  industrial  problems,
            tourist  restrictions,  or  grounding  of types of aircraft  used to
            transport passengers domestically.

      GROSS  RECEIPTS  means the total of all sums  paid to, or  payable  to, or
      other financial benefit received, or to be received, by either ACT or ADVC
      from the distribution of the Product within the Territory and which arises
      from or as a result of this document.

      INEFFECTIVE means void, illegal or unenforceable.

      INSOLVENCY  EVENT  means,  in  relation to a party,  any of the  following
      events:

      (a)   the party  assigns any of its  property for the benefit of creditors
            or any class of them;

      (b)   the  party's  interest  in or under this  document or in the subject
            matter of this  document  becomes  attached or taken in execution or
            under any legal process;

      (c)   an  encumbrance  takes any step towards  taking  possession or takes
            possession  of any  assets  of the party or  exercises  any power of
            sale;

      (d)   the party  ceases,  suspends  or  threatens  to case or suspend  the
            conduct of a majority of its  business,  or disposes of or threatens
            to  dispose of its  assets,  except  for the  purposes  of a solvent
            reconstruction  or  amalgamation  previously  approved  by the other
            party;

      (e)   any security interest becomes enforceable or is enforced against the
            party;

      (f)   a  distress,  attachment  or other  execution  is levied or enforced
            against the party in excess of $1,000.00;

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                                       4

      (g)   the  party  takes  any  step  to  obtain  protection  or is  granted
            protection from its creditors under any applicable legislation;

      (h)   a resolution is passed by the party to appoint an  administrator  or
            an administrator of the party is appointed;

      (i)   an order is made that the party be wound up;

      (j)   an order is made appointing a liquidator or a provisions  liquidator
            of the party;

      (k)   the party resolves to wind itself up or otherwise  dissolve  itself,
            or gives notice of its  intention to do so,  except for the purposes
            of a solvent  reconstruction or amalgamation  previously approved by
            the other party, or is otherwise wound up or dissolved:

      (l)   an order is made or a  resolution  is passed  for the party to enter
            into any  arrangement,  compromise or composition with or assignment
            for the benefit of its  creditors  or any class of them,  except for
            the purposes of a solvent reconstruction or amalgamation  previously
            approved by the other party;

      (m)   the party is, or states that it is, or under applicable  legislation
            is taken to be, unable to pay its debts (other than as a result of a
            failure  to pay a debt or claim the  subject  of a  dispute  in good
            faith) or stops or suspends or threatens to stop or suspend  payment
            of all or a class of its debts;

      (n)   a receiver,  receiver  and  manager,  administrator,  controller  or
            similar officer of any of the assets or the whole or any part of the
            undertaking of the party is appointed:

      (o)   the party is or makes a  statement  from which it may be  reasonably
            deduced by the other party that the party is the subject of an event
            described in section 459C(2) of the Corporations Law;

      (p)   the commencement of bankruptcy  proceedings  against the party under
            the Bankruptcy Code; or

      (p)   any event that is analogous or having a substantially similar effect
            to any of the events specified in this definition, whether under the
            laws of Australia or any other country.

      INTELLECTUAL   PROPERTY  RIGHTS  means  all   intellectual   property  and
      proprietary   rights  (whether   registered  or   unregistered)   wherever
      subsisting  used in or forming  party of the  Product  including,  without
      limitation:

      (a)   the name  "SPECTRUCELL" and any other names under which the Products
            are distributed;

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                                       5

      (b)   all confidential Information,  trade secrets, know-how,  scientific,
            technical, product and marketing information used in or forming part
            of the Product; and

      (c)   all copyright,  computer programs,  logos, patents,  designs, design
            rights, trademarks, drawings, discoveries,  inventions, improvements
            and similar  industrial or  intellectual  property rights used in or
            forming part of the Product.

      LICENSE TERMS means the licence terms set out in Annexure A, or such other
      licence  terms as may be  determined by ACT from time to time by notice in
      writing to ADVC.

      MARKETING  PLAN  means  the  marketing  plan   specifying  the  publicity,
      advertising  and  marketing  strategies  of the  Product in the  Territory
      together with  associated  costs set out in Annexure B, or such other plan
      as may be agreed between the parties from time to time.

      MINIMUM  GUARANTEE AMOUNT means, in respect of each Calendar  Quarter,  an
      amount  to be agreed  between  the  parties,  having  regard  to  industry
      standards after the final pricing for the Product is established.

      NON-DEFAULTING PARTY means a party who is not a Defaulting Party.

      NON-EXCLUSIVE  TERRITORY  means the  territory  to be  agreed  in  writing
      between the parties, being a territory other than the Exclusive Territory.

      PRODUCT means the wireless or terrestrial,  multi-protocols  communication
      network  technology known as SPECTRUCELL,  incorporating  the Software and
      related  hardware  forming  part  of the  base  station  controller  which
      processes and transits mobile communications protocols such as AMPS, CDMA,
      TDMA, GSM, W-CDMA, UMTS, 3G and Voice IP.

      PROMOTION  MATERIALS  means the materials  about the Products that will be
      delivered  to ADVC to assist  ADVC in the  distribution  of the  Products,
      which may be delivered to ADVC electronically in an electronic medium.

      SOFTWARE means the software  forming an integral part of the Product which
      enables the Product to perform to its specifications,  consisting of a set
      of  instructions  or  statements  in  machine  readable  medium,  and  any
      enhancement, modification of that software.

      SUSPENSION PERIOD means a period of up to 90 days.

      RECORDS  means all proper  books,  records  and  accounts  relating to the
      distribution of the Product.

      REPORT means the report described in clause 8.5.

      TERRITORY means the Exclusive Territory and the Non-Exclusive Territory.

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                                       6

      TERM means the term of this Agreement as set out in clause 2.

      TERMINATION EVENT means:

      (a)   an Insolvency Event; or

      (b)   a warranty in clause 10 made by the other party proving to have been
            false, incorrect or misleading when made; or

      (c)   an event specified in clauses 10.5, 13.3 or 16.2.2; or

      (d)   a Force  Majeure  Event  which  continues  for more than 28 business
            Days; or

      (e)   a Change Control Event.

      WHOLESALE UNIT PRICE means the price for which ADVC sells the Product.


2.    TERM

      2.1.  EFFECTIVE DATE

            The  agreement  recorded  in this  document  takes  effect  from the
            Effective Date.

      2.2.  INDEFINITE TERM

            The agreement recorded in this document continues indefinitely until
            it is terminated under the terms of this document.

            The agreement recorded in this document continues indefinitely until
            it is terminated under the terms of this document.


3.    APPOINTMENT

      3.1.  APPOINTMENT OF ADVC

            ACT appoints ADVC to distribute the Product throughout the Territory
            for the Term on the terms and  conditions  set out in this document.
            ADVC accepts such appointment.

      3.2.  EXCLUSIVE APPOINTMENT IN THE TERRITORY

            Subject to clause 16, ACT agrees not to appoint any other  person to
            distribute the Product in the Exclusive  Territory  during the Term,
            without the prior written consent of ADVC.

      3.3.  LICENCE

            For the purposes of the  appointment  referred to in clause 3.1, ACT
            grants to ADVC a license for the Territory during the Term:

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                                       7

            3.3.1.  to   reproduce,   advertise   and   publicise   the   names,
                    photographs,   and  likeness  of  any  authors,   producers,
                    creators or other persons associated with the development or
                    production  of  the  Product,  but  only  in the  manner  as
                    directed by ACT; and

            3.3.2.  to  display  the  Product  to  prospective  End Users in the
                    course of reasonable promotion and marketing of the Product.


4.    LICENCE OF SOFTWARE

      4.1.  ACT TO LICENCE

            At ADVC's  request,  ACT must  grant a licence to an End User to use
            the Software in conjunction with the Product, on the Licence Terms.

      4.2.  ACT MAY PERMIT ADVC TO SUB-LICENCE

            ACT may, during the Term, grant a licence to ADVC to:

            4.2.1.  use the Software; and

            4.2.2.  sub-licence the use of the Software to an End User, and

            4.2.3.  reproduce the Software for the purpose of sub-licensing  the
                    use of the Software to an End user.

            in conjunction with the Product, on the Licence Terms.


5.    PROMOTIONAL MATERIALS AND ORDERING OF PRODUCT

      5.1.  PROMOTIONAL MATERIALS

            ACT  may from  time  to time, but  is not required  t,  deliver  the
            Promotional Materials to ADVC

      5.2.  ORDER ONLY FROM ACT OR AUTHORISED REPLICATOR

            ADVC must only purchase the Product from:

            5.2.1.  ACT; or

            5.2.2.  the   Authorised   Replicator   in   accordance   with   the
                    replicator's standard terms and conditions.


6.    OBLIGATIONS OF ADVC

      6.1.  PROMOTION OF PRODUCT

            6.1.1.  to promote  and market the  Product in  accordance  with the
                    Marketing Plan;

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            6.1.2.  to distribute the Product in the Territory;

            6.1.3.  to be competent and knowledgeable in and conversant with all
                    aspects of the Product;

            6.1.4.  to ensure that any notices relating to Intellectual Property
                    Rights  appearing on the Product or  literature  relating to
                    the  Product or pack again of the Product are not Altered or
                    removed;

            6.1.5.  to inform Act of any  matter  which may affect or assist the
                    promotion and marketing of the Product in the Territory;

            6.1.6.  to act in good faith at all times  towards  ACT and  provide
                    assistance and cooperation as practicable on request by ACT;

            6.1.7.  to  furnish  to ACT,  within  seven  business  days of ACT's
                    request,   any  information  sought  by  ACT  regarding  the
                    promotion and distribution of the Product in the Territory;

            6.1.8.  to  fulfil  all  orders  for the  Product  within 14 days of
                    receipt of such

            6.1.9.  to  consult on an  ongoing  basis  with ACT with  respect to
                    significant aspects of the distribution of the Product;

            6.1.10. to not make any  representations or claims inconsistent with
                    the Marketing Plan; and

            6.1.11. to not make any false,  misleading  or deceptive  statements
                    with respect to the Product.

      6.2.  NO EXPORT

            ADVC must not, without the prior written consent of ACT:

            6.2.1.  directly  or   indirectly,   export  the  Product  from  the
                    Territory;

            6.2.2.  directly or indirectly, distribute the Product to any person
                    outside the Territory; or

            6.2.3.  directly or indirectly, distribute the Product to any person
                    in the Territory whom ADVC knows or should  reasonable  know
                    intends to distribute  such copies  outside the Territory or
                    export such copies from the Territory.

      6.3.  MINIMUM SALES REQUIREMENTS

            ADVC must:

            6.3.1.  commercially distribute the Product in the Territory; and

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                                       9


            6.3.2.  meet or exceed the  Minimum  Guarantee  Amount in respect of
                    each Calendar Quarter during the Term.


7.    NO MODIFICATION OR BUNDLING

      7.1.  NO MODIFICATIONS

            ADVC must not,  without the prior written  consent of ACT, Alter the
            Product or any of the Promotional Materials in any way.

      7.2.  ADVC'S NAME AND LOGO

            ADVC may, with the prior written  approval of ACT, affix ADVC's name
            and logo on the Product in the manner approved by ACT.

      7.3.  NO BUNDLING

            ADVC must not bundle,  package or otherwise  distribute  the Product
            with or as part of, any other  product  or  collection  of  products
            without the prior written approval of ACT.

      7.4.  LICENCE TERMS

            ADVC must not remove the Licence Terms from the Product or otherwise
            amend or  modify  the  Licence  Terms  embodied  in the  Product  or
            otherwise attached to the Product.


8.    PAYMENTS

      8.1.  ENTITLEMENT

            ADVC may at the request of ACT collect and to retain the Commission,

      8.2.  ACT TO REMIT

            If, during a Calendar Quarter,  ACT receives money form or on behalf
            of an End User on account of a Gross  Receipt,  then  within 30 days
            after the end of the Calendar  Quarter,  Act must remit to ADVC, the
            Gross  Receipt less an amount equal to the  Commission  payable upon
            the Gross Receipt received by ACT.

      8.3.  ADVC TO REMIT

            If,  during the  Calendar  Quarter,  ADVC  receive  money form or on
            behalf of an End User on account of a Gross Receipt,  then within 30
            days after the end of that Calendar Quarter, ADVC must remit to ACT,
            an amount equal to the  Commission  payable  upon the Gross  Receipt
            received by ADVC.

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      8.4.  MINIMUM GUARANTEE AMOUNT

            8.4.1.  If,  during the Calendar  Quarter,  the total Gross  Receipt
                    provides less than the Minimum Guarantee Amount to ACT, then
                    despite  clauses 8.2 and 8.3, ADVC must pay to ACT an amount
                    equal to the Minimum Guarantee Amount.

            8.4.2.  If, during the Calendar Quarter,  the total Gross Receipt is
                    equal  to or more  than  six  times  the  Minimum  Guarantee
                    Amount, then the rule in clause 8.4.1 will not apply for the
                    three consecutive  Calendar Quarters  immediately  following
                    that Calendar Quarter.

      8.5.  REPORTS

            Within 30 days of the end of each Calendar  Quarter during the Term,
            ADVC must furnish to ACT a report detailing:

            8.5.1.  the  number  and  Wholesale   Unit  Price  of  the  Products
                    distributed by ADVC during the preceding Calendar Quarter;

            8.5.2.  the Gross Receipts for that Calendar Quarter;

            8.5.3.  a computation of the Commission payable by ACT; and

            8.5.4.  if  requested  by ACT,  copies  of all  invoices  and  other
                    documents necessary to enable ACT to verify ADVC's statement
                    of Gross Receipts.

      8.6.  ADVC TO ACCOUNT TO ACT AFTER TERMINATION

            Subject to the termination of this document,  however,  caused, ADVC
            must continue to account to ACT in accordance with the provisions of
            this clause 8 for as long as ACT continues to receive Gross Receipts
            in respect of the distribution of the Product during the Term.

      8.7.  TAXES

            ADVC is responsible for obtaining all of the necessary government or
            other  official  permission  for the release of any amounts  payable
            under this Agreement to ACT.


9.    ACCOUNTS, AUDITS AND INSPECTIONS

      9.1.  ADVC TO KEEP RECORDS

            ADVC must keep the  Records,  and must  retain  such  Records  for a
            period of seven years after the termination of this document.

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      9.2.  ACT'S RIGHT TO INSPECT RECORDS

            9.2.1.  ACT is  entitled,  on five  Business  Days' prior  notice in
                    writing  to ADVC,  to  attend  (or  appoint  an  independent
                    accountant  to attend)  ADVC's  premises and inspect such of
                    ADVC's Records as may be reasonably  necessary to verify the
                    information  contained in any Report delivered by ADVC under
                    clause 8.5.

            9.2.2.  ADVC must use all of its reasonable endeavours to elicit ACT
                    (or its agents) to carry out such inspection.

      9.3.  ACT'S RIGHT TO INSPECT FOR 7 YEARS

            ADVC may exercise the right of inspection  in  accordance  with this
            clause 9 at any time up to seven  years  after  termination  of this
            document

      9.4.  PAYMENT OF ANY DIFFERENCE REVEALED BY INSPECTION

            9.4.1.  If an  inspection  under  clause 9.2 reveals  that the total
                    amount payable to ACT in respect of any Calendar  Quarter is
                    a sum  greater  than the amount  specified  in the  relevant
                    Report or Reports,  then ADVC must pay to ACT the difference
                    within 14 days of demand in writing by ACT which demand must
                    be accompanied by a copy of any accountant's report.

            9.4.2.  If the amount  payable to ACT under this  clause 9.4 exceeds
                    the amount specified in the relevant Report or Reports by 5%
                    or more, then ADVC:

                    9.4.2.1.  must  pay  the   costs   and   expenses   of  that
                              inspection; and

                    9.4.2.2.  must pay  interest  on the moneys paid at the rate
                              charged  or   chargeable  by  ACT  bankers  on  an
                              overdraft facility of $100,000.00

                    and ACT may terminate this Agreement.

      9.5.  IF REPORTS NOT DELIVERED

            9.5.1.  If ADVC fails to deliver a Report or Reports within the time
                    required  by clause  8.5,  ACT may  appoint  an  independent
                    accountant to examine the Records of ADVC for the purpose of
                    ascertaining  the amount  payable  to ADVC for the  relevant
                    Calendar Quarter.

            9.5.2.  ADVC must permit that accountant to inspect ADVC's Records.

            9.5.3.  The  amount  certified  by the  accountant  to be payable in
                    respect of any Calendar  Quarter together with the costs and
                    expenses  of that  inspection  are payable by ADVC within 14
                    days of demand by ACT for that amount,  such demand to be in
                    writing  and  accompanied  by a  copy  of  the  accountant's
                    report.
<PAGE>
                                       12


            9.5.4.  A  failure  by ADVC to  deliver  a  Report  within  the time
                    required  by clause 8.5 will not be  considered  a breach of
                    this document unless;

                    9.5.4.1.  ACT has given a written  notice to ADVC  requiring
                              ADVC to deliver such Report within 30 days; and

                    9.5.4.2.  ADVC fails to deliver such Report during that time

      9.6.  INSPECTION OF ADVC'S FACILITIES

            In addition to the foregoing  rights of  inspection,  ACT may during
            regular  business  hours on not less  than 5  Business  Days'  prior
            written notice inspection ADVC's premises and facilities in order to
            verify ADVC's compliance with any terms of this document.

10.   WARRANTIES

      10.1. GENERAL WARRANTIES

            Each party warrants that:

            10.1.1. it has  authority  to enter and to perform  its  obligations
                    under this document; and

            10.1.2. it has the  ability to  perform  its  obligation  under this
                    document.

      10.2. WARRANTIES BY ACT

            ACT  represents  and warrants to ADVC that the use of the Product in
            accordance   with  this  document  will  not  infringe  the  rights,
            including the Intellectual Property Rights, of any person.

      10.3. ACT DOES NOT WARRANT

            ACT does not represent and does not warrant to ADVC that:

            10.3.1. the Product is error free or virus free;

            10.3.2. the use of the Product will be uninterrupted; or

            10.3.3. the Product will provide any function not  designated in any
                    Product specification.

      10.4. WARRANTIES BY ADVC

            ADVC represents and warrants to ACT that:

<PAGE>
                                       13


            10.4.1. subject to clause 10.5,  it is  authorized  by all necessary
                    government and other agencies and  authorities to distribute
                    the  Product in the  Territory,  and will  continue to be so
                    authorized throughout the Term;

            10.4.2. it will not Alter the Product  without the prior approval of
                    ACT,  which  approval may be withheld by ACT in its absolute
                    discretion; and

            10.4.3. the  information  provided to ACT in relation to the subject
                    matter of this document  before its entry into this document
                    is true and correct.

      10.5. AMENDMENT

            Subject to anything to the contrary, if compliance with the warranty
            specification  in  clause  10.4 or any other  term of this  document
            would  require  an  amendment,  variation  or  modification  to  the
            Product, then no such amendments, variations or modifications are to
            be made  without the prior  approval of ACT,  which  approval may be
            withheld in its absolute  discretion.  If such approval is withheld,
            such an event will constitute a Termination Event.

      10.6. INTELLECTUAL PROPERTY RIGHTS OF ALTERATION

            In respect of any Alteration  made to the Product or the Promotional
            Material  (whether in accordance  with this document or in breach of
            it) ADVC acknowledges that it holds all Intellectual  Property Right
            in the altered  Product or Promotional  Materials on trust on behalf
            of ACT and must at the direction of ACT forthwith transfer or assign
            all such rights to ACT.

      10.7. ACKNOWLEDGEMENT

            ADVC  acknowledges  and  accepts  that it does  not,  as a result of
            entering  into this  document,  acquire  any  Intellectual  Property
            Rights in the  Product  or the  Promotional  Materials  or in any of
            their copies.


11.   SCOPE OF LIABILITY

      11.1. ACT'S INDEMNITY

            ACT must at all times  indemnify and keep  indemnified  ADVC and its
            sub-distributors and both their respective  officers,  employees and
            agents (in this clause 11.1 referred to as "those indemnified") from
            and against any loss (including reasonable legal costs and expenses)
            or liability  incurred by any of those indemnified  arising from any
            claim,  demand, suit, action or proceeding by any person against any
            of those indemnified where such loss or liability arose out of:

            11.1.1. any breach of this document by ACT,  excluding any breach of
                    the warranties referred to in clause 10.2:

<PAGE>
                                       14


            11.1.2. any breach of the warranties referred to in clause 10.2; and

            11.1.3. any  infringement  or alleged  infringement  of the  rights,
                    including  the  Intellectual  Property  Rights of any person
                    occurring by the use of the Product in accordance  with this
                    document.

      11.2. ADVC'S INDEMNITY

            ADVC  must at all  times  indemnity  and  keep  indemnified  ACT its
            officers,  employees  and agents (in this clause 11.2 referred to as
            "those indemnified") from an against any loss (including  reasonable
            legal  costs and  expenses)  or  liability  incurred by any of those
            indemnified  arising  from  any  claim,   demand,  suit,  action  or
            proceeding by any person against any of those indemnified where such
            loss or liability arose out of:

            11.2.1. any  use of the  Product  by ADVC  and the  sub-distributors
                    otherwise than in accordance with this document; and

            11.2.2. any other breach of this document by ADVC.

      11.3. EXCLUSION OF LIABILITY

            11.3.1. ACT acknowledges and accept that, to the extent permitted by
                    law,  ADVC  will be under  no  liability  to ACT  whosoever,
                    whether in:

                    11.3.1.1. contract or tort (including,  without  limitation,
                              negligence);

                    11.3.1.2. breach of statute; or

                    11.3.1.3. any other legal or equitable obligation

                    in  respect of  any  loss or  damage  referred  to in clause
                    11.3.2.

            11.3.2. The loss or damage  referred to in clause  11.3.1 is loss or
                    damage  (including  loss of  profit  or  savings)  howsoever
                    caused, which may be:

                    11.3.2.1. suffered or  incurred or which may arise  directly
                              or  indirectly in respect of any  infringement  by
                              any End User or other  person of the  Intellectual
                              Property  Rights of ACT or any other  right of ACT
                              in or in relation to the Product; or

                    11.3.2.2. which may be caused  directly or indirectly by any
                              act or  omission  of any  End  User  or any  other
                              person who may access the Product,

                    except to the extent that ADVC has knowledge of,  authorized
                    or otherwise permitted such infringement, act or omission.

<PAGE>
                                       15


      11.4. LIABILITY LIMIT

            Except as provided in clauses 11.1.1 and 11.1.2 the total  liability
            of each party arising out of any particular  breach of this document
            for damages  regardless  of the cause of action,  whether  contract,
            tort  (including,  without  limitation,  negligence)  or  breach  of
            statute or any other  legal or  equitable  obligation  is limited to
            four times the Minimum Guarantee Amount.

      11.5. NOTIFICATION OF CLAIMS

            ADVC must  notify ACT in writing as soon as  practicable  and in any
            event within 2 Business Days of any claim or demand made, or action,
            suit or proceeding threatened or brought,  against ADVC arising from
            any breach of the  warranties  referred to in clause  11.1.1 or from
            the  infringement  or  alleged  infringement  referred  to in clause
            11.1.2.

      11.6. KEEP ACT INFORMED

            After notice has been given under clause 11.5 and upon ACT admitting
            its obligations  under the indemnity in clause 11.1.1 or 11.1.2 and,
            where  requested by ADVC,  lodging  security in a reasonable  amount
            with ADVC, ADVC must:

            11.6.1. continue to keep ACT informed of all developments; and

            11.6.2. to the extent  permitted by law, act in accordance  with the
                    reasonable   directions   of  ACT  in   respect   of   those
                    developments  including in relation to application for leave
                    to  withdraw  from the  litigation  and in  relation  to the
                    settlement  of  claims  or  demands  that do not  result  in
                    litigation.

      11.7. ACT TO CONDUCT LITIGATION

            Where litigation is commenced  against ADVC in respect of any matter
            involving any breach of the warranties  referred to in clause 11.1.1
            or any  infringement or alleged  infringement  referred to in clause
            11.1.2,  ADVC  must,  on  leave  being  granted,  withdraw  from the
            litigation  and ACT  must,  in its  own  name  and its own  expense,
            conduct the litigation.

      11.8. CONDUCT OF LITIGATION

            11.8.1. Where  leave is not  granted  to ADVC to  withdraw  from the
                    litigation  and for  ACT to  conduct  litigation  in its own
                    name, ADVC must:

                    11.8.1.1. upon  ACT  admitting  its  obligations  under  the
                              indemnity in clause 11.1.1 or 11.1.2; and

                    11.8.1.2. to the extent that it is permitted by law,

<PAGE>
                                       16


                   defend, arbitrate,  appeal,  settle or otherwise  conduct the
                   litigation as ACT may from time to time reasonable direct.

            11.8.2. For the purpose of clause 11.8.1 ACT, must lodge security in
                    a  reasonable  amount  with  ADVC to offset  ADVC's  cost of
                    conducting the litigation at ACT's direction.

            11.8.3. For the purpose of clause 11.8.1 ACT must lodge  security in
                    a  reasonable  amount  with  ADVC to offset  ADVC's  cost of
                    conducting the litigation at ACT's direction.

      11.9. PAYMENT OF JUDGMENT AGAINST ADVC

            If a final  judgment or aware is made against ADVC in the litigation
            referred to in clause 11.8,  or if a settlement  is reached with the
            Plaintiff, which has been approved by ACT, (In a situation where ACT
            is providing an indemnity under clause 11.1.1 or 11.1.2), ACT must:

            11.9.1. not less than 5 business  days before the date on which ADVC
                    must pay the amount  referred to in the  judgment,  award or
                    settlement; or

            11.9.2. if no date for payment is fixed by that  judgment,  award or
                    settlement, within 5 business days of receipt of a notice in
                    writing from ADVC that it intends to pay the amount referred
                    to in that  judgment,  award or  settlement,  pay to ADVC by
                    bank  cheque a sum equal to the sum that ADVC is required to
                    pay.

      11.10. CONSENT TO SETTLEMENT

            ACT's approval to the settlement referred to in clause 11.9 must not
            be unreasonably withheld.

      11.11. CONSENT TO SETTLEMENT

            ACT's approval to the settlement  referred to in clause 11.9 must no
            be unreasonably withheld.

      11.12. PAYMENT OF SUMS UNDER INDEMNITY

            ACT must pay to ADVC all other  sums  required  to be paid under the
            indemnity  provided  under  clause  11.1  within 5 business  days of
            receipt  by ACT of a notice  from ADVC  requiring  payment  of those
            sums.

<PAGE>
                                       17


12.   MARKETING AND PROMOTION

      12.1. MARKETING PLAN

            12.1.1. ADVC must comply with the Marketing  Plan in relation to the
                    publicity,  advertising  and  marketing  strategies  of  the
                    Product in the Territory.

            12.1.2. Any  variations  to the  Marketing  Plan  must be  agreed in
                    writing by the parties.

      12.2. ACT TO APPROVE ALL MARKETING MATERIAL

            ADVC  must  submit  all  advertising,  sales  promotion  and  public
            relations  material  used from time to time by ADVC and  relating to
            the  Product  for ACT's prior  written  approval.  Subject to clause
            23.3, no such material may be used in conjunction with the promotion
            of the Production without ACT's express approval.

      12.3. ACT'S APPROVAL

            12.3.1. ACT must  notify  ADVC  within 20  business  days  following
                    receipt of the  material  referred to in clause 12.2 whether
                    it approves, disapproves or requires any Alteration.

            12.3.2. If no notification  is received within the said period,  ACT
                    will be deemed to have given its approval.

            12.3.3. ACT must not unreasonably  exercise its rights to disapprove
                    or require Alterations.


13.   WITHDRAWAL OF PRODUCT

      13.1. SUSPENSION OF DISTRIBUTION

            ACT may direct  ADVC in writing to suspend the  distribution  of the
            Product  (and  ADVC  must  comply  with  that   direction)  for  the
            Suspension Period if:

            13.1.1. the Product is defective; or

            13.1.2. if ACT is advised  by its legal  advisers  that the  Product
                    infringes or may infringe the  Intellectual  Property Rights
                    of any person.

      13.2. ADVC TO NOTIFY

            13.2.1. If ADVC  becomes  aware of any of the matters  described  in
                    clauses 13.1.1 or 13.1.2,  ADVC must immediately  notify ACT
                    in writing and request ACT to issue a direction under clause
                    13.1.

            13.2.2. ACT will not be obliged to issue any such direction.

<PAGE>
                                       18


      13.3. IF ACT IS UNABLE TO RECTIFY THE PRODUCT

            If ACT is  unable to  rectify  the  Product  within  the  Suspension
            Period, such an event will constitute a Termination Event.

      13.4. IF ACT IS ABLE TO RECTIFY THE PRODUCT

            If ACT is able to rectify the Product within the  Suspension  Period
            (or any extension  thereof agreed by the Parties),  ADVC must resume
            distribution of the Product.


14.   SUB-DISTRIBUTORS

      14.1. ADVC MAY APPOINT SUB-DISTRIBUTORS

            14.1.1. ADVC may appoint such  sub-distributors as agreed in writing
                    by ACT to distribute  the Product  throughout the Territory,
                    but only under a written  agreement  approved  in writing by
                    ACT.

            14.1.2. ADVC must  provide a copy of any such  propose  agreement to
                    ACT before  execution and must allow ACT at least 3 business
                    days in order to approve such agreement. If ACT approves the
                    agreement,  ADVC may  proceed  to  execute  it (but only the
                    approved  form)  and  must  provide  ACT  with a copy of the
                    executed agreement within 3 business days of execution.

      14.2. ADVC LIABLE FOR SUB-DISTRIBUTORS

            14.2.1. ADVC must ensure that each sub-Distributor complies with its
                    sub-distribution agreement.

            14.2.2. Subject to the  appointment  any  sub-Distributor  and ACT's
                    consent to such appointment, ADVC is liable, and will remain
                    liable,  for the  performance  of all of ADVC's  obligations
                    under this document.

      14.3. PAYMENTS TO SUB-DISTRIBUTORS

            Any commissions  payable to sub-distributors of ADVC must be payable
            by ADVC from the Commission.


15.   CONFIDENTIALITY

      15.1. CONFIDENTIAL INFORMATION

            ADVC acknowledges  that ADVC, its employees or agents,  may be given
            access  to  Confidential   Information  of  ACT  in  the  course  of
            negotiating or performing this document.
<PAGE>
                                       19


      15.2. NO DISCLOSURE

            ADVC must keep the  Confidential  Information  confidential and must
            not disclose it to any third party or use it otherwise than:

            15.2.1. for the purposes of this document;

            15.2.2. as authorized in writing by ACT;

            15.2.3. as required by any law, judicial body or government  agency;
                    or

            15.2.4. by way of disclosure to that party's  professional  advisers
                    who  have  agreed  to  keep  the  Confidential   Information
                    confidential.

      15.3. NO UNAUTHORISED COPYING

            ADVC must not copy any document containing Confidential  Information
            except as necessary to perform this document.

      15.4. RETURN OF MATERIALS

            On termination  of this document,  ADVC must return all documents or
            copies of documents containing  information which is, at the date of
            termination, Confidential Information to ACT.

      15.5. RESPONSIBILITY FOR EMPLOYEES, AGENTS ETC.

            ADVC must ensure that its  employees,  agents,  contracts  and other
            Persons within its control comply with this clause 15.

      15.6. PUBLICITY

            The  parties  must  not  make any  public  announcement  or make any
            representation to any media representative about:

            15.6.1. this document;

            15.6.2. the performance of this document by any party;

            15.6.3. any matter related to this document; or

            15.6.4. any other party,

            without the prior  written  consent of each of  the other parties to
            this document.

<PAGE>
                                       20


16.   WITHDRAWAL OF EXCLUSIVITY

      16.1. APPLICATION OF RULE

            The rule in this clause 16 applies if the moneys paid by ADVC to ACT
            would  but for  clause  8.4.1,  be less then the  Minimum  Guarantee
            Amount for two successive Calendar Quarters.

      16.2. WITHDRAWAL OF EXCLUSIVITY
            If the circumstance set out in clause 16.1 applies,  then Act may at
            its option:

            16.2.1. notify ADVC in writing  that the  exclusivity  given to ADVC
                    under clause 3.2 be  withdrawn,  and that all  references in
                    this document to the `Exclusive  Territory' will be regarded
                    as references to `Non-Exclusive Territory'; or

            16.2.2. treat the circumstance as a Termination Event.


17.   TERMINATION

      17.1. TERMINATION FOR BREACH

            17.1.1. If  a  party   is  in   breach   of  this   Agreement,   the
                    Non-Defaulting  Party  may give a notice  to the  Defaulting
                    Party:

                    17.1.1.1. specifying the breach;

                    17.1.1.2. requiring  the  Defaulting  Party to  rectify  the
                              breach;

                         17.1.1.2.1.  where it is a financial breach,  within 30
                                      days; or

                         17.1.1.2.2.  otherwise  where it is  capable  of remedy
                                      within a period  specified by ACT as being
                                      reasonable  (such  date not to exceed  180
                                      Business  Days of the date the  Defaulting
                                      Party received the notice).

            17.1.2. The  Non-Defaulting  Party may terminate  this  Agreement if
                    after the expiry of the notice, the Defaulting Party has not
                    rectified the breach specified in the notice.

      17.2. IMMEDIATE TERMINATION

            This Agreement may be terminated by a party immediately by notice to
            the other party if a Termination Event occurs.

<PAGE>
                                       21


      17.3. ACCRUED RIGHTS

            The termination of this Agreement is without prejudice to any rights
            which have accrued to a party before the date of termination.


18.   RELATIONSHIP OF THE PARTIES

      18.1. NO PARTNERSHIP

            This  Agreement  does not create any  partnership,  joint venture or
            agency relationship between the parties.

      18.2. NO REPRESENTATIONS OF AUTHORITY

            ADVC may not enter into any  agreements or incur any  liabilities on
            behalf  of ACT  without  ACT's  prior  written  consent  and may not
            represent to any person that it has any authority to do so.


19.   GENERAL

      19.1. AMENDMENT

            This  Agreement  may only be varied or replaced by a Agreement  duly
            executed by the parties.

      19.2. ENTIRE UNDERSTANDING

            This Agreement contains the entire understanding between the parties
            as to the subject matter  contained in it. All previous  agreements,
            representations, warranties, explanations and commitments, expressed
            or implied,  affecting  this subject  matter are  superseded by this
            Agreement and have no effect.

      19.3. FURTHER ASSURANCE

            Each party must promptly execute and deliver all Agreements and take
            all other  action  necessary  or  desirable  to  effect,  perfect or
            complete the transactions contemplated by this Agreement.

      19.4. LEGAL COSTS AND EXPENSES

            Each party must pay its own legal costs and  expenses in relation to
            the  negotiation,  preparation  and execution of this  Agreement and
            other  Agreements   referred  to  in  it,  unless  expressly  stated
            otherwise.

      19.5. STAMP DUTY

            ADVC  must pay all stamp  duty  (including  all fines and  penalties
            except  those  arising  from the  default of another  party) on this
            Agreement and any Agreement executed under it.

<PAGE>
                                       22


      19.6. WAIVER AND EXERCISE OF RIGHTS

            19.6.1. A single or partial  exercise or waiver of a right  relating
                    to this  Agreement  does not prevent  any other  exercise of
                    that right or the exercise of any other right.

            19.6.2. No party will be liable for any loss or expenses incurred by
                    another  party  caused  or  contributed  to by  the  waiver,
                    exercise,  attempted exercise,  failure to exercise or delay
                    in the exercise of a right.

      19.7. ASSIGNMENT

            19.7.1. A party must not:

                    19.7.1.1. sell, transfer, delegate, assign, licence; or

                    19.7.1.2. mortgage, charge or otherwise encumber

                    any right or obligation  under this  Agreement to any person
                    ("Proposed Assignee"),  without the prior written consent of
                    the other parties to this Agreement ("Other Parties").

            19.7.2. The Other  Parties must not  unreasonably  withhold  consent
                    under this clause.

            19.7.3. The   assigning   party  must  pay  all  fees  and  expenses
                    (including  legal  fees  on a  solicitor/own  client  basis)
                    incurred  by  the  Other  Parties  in  connection  with  the
                    proposed  assignment and the  investigation  of the Proposed
                    Assignee, whether or not consent is granted.

            19.7.4. The assigning party must deliver to the Other Parties:

                    19.7.4.1. the name,  address and  occupation of the Proposed
                              Assignee;

                    19.7.4.2. two   written    references    as   to   financial
                              circumstances of the Proposed Assignee;

                    19.7.4.3. an  agreement  in a form  approved  by  the  Other
                              Parties,  executed by the  Proposed  Assignee,  in
                              which the Proposed  Assignee agrees to perform the
                              obligations  of the  assigning  party  under  this
                              Agreement; and

                    19.7.4.4. if required by the Other Parties, a guarantee in a
                              form  approved  by the Other  Parties  executed by
                              persons    approved   by   the   Other    Parties,
                              guaranteeing   the  performance  of  the  Proposed
                              Assignee's obligations.

<PAGE>
                                       23


      19.8. TIME OF THE ESSENCE

            Time is of the  essence  as regards  all dates,  periods of time and
            times specified in this Agreement.

      19.9. NO RELATIONSHIP

            No party to this  Agreement  has the power to  obligate  or bind any
            other party.  Nothing in this  Agreement will be construed or deemed
            to constitute a partnership,  joint venture or employee, employer or
            representative  relationship between any of the parties.  Nothing in
            this  Agreement  will be deemed to  authorize  or empower any of the
            parties to act as agent for or with any other party.

      19.10. SURVIVAL OF INDEMNITIES

            Each  indemnity  in  this  Agreement  is  a  continuing  obligation,
            separate and independent  from the other  obligations of the parties
            and survives termination of this Agreement.

      19.11. RULE OF CONSTRUCTION

            In the  interpretation  of this  Agreement,  no rule of construction
            applies to the disadvantage of the party preparing this Agreement on
            the basis that it put forward this Agreement or any part of it.


20.   NOTICES

      20.1. SERVICE OF NOTICE

            A notice or other  communication  required or permitted,  under this
            Agreement,  to be served on a person  must be in writing  and may be
            served:

            20.1.1. personally on the person;

            20.1.2. by leaving it at the person's current address for service;

            20.1.3. by posting it by prepaid  post  addressed  to that person at
                    the person's current address for service; or

            20.1.4. by facsimile to the person's current number for service.

      20.2. PARTICULARS FOR SERVICE

            20.2.1. Any party may change the  address  or  facsimile  number for
                    service by giving notice to the other parties.

            20.2.2. If the person to be served is a company, the notice or other
                    communication   may  be  served  on  it  at  the   company's
                    registered office.

<PAGE>
                                       24


      20.3. PARTICULARS FOR SERVICE

            20.3.1. Any party may change the  address  or  facsimile  number for
                    service by giving notice to the other parties.

            20.3.2. If the person to be served is a company, the notice or other
                    communication   may  be  served  on  it  at  the   company's
                    registered office.

      20.4. TIME OF SERVICE

            A notice or other communication is deemed served:

            20.4.1. if served personally or left at the person's  address,  upon
                    service;

            20.4.2. if posted  within  Australia to an Australian  address,  two
                    Business  Days after  posting and in any other  case,  seven
                    Business Days after posting;

            20.4.3. if served by facsimile,  subject to the next sub-clause,  at
                    the time indicated on the  transmission  report  produced by
                    the sender's facsimile machine indicating that the facsimile
                    was sent in its entirety to the addressee's facsimile;

            20.4.4. if received after 6.00pm in the place of receipt or on a day
                    which is not a Business  Day, at 9.00am on the next Business
                    Day.


21.   INTERPRETATION

      21.1. GOVERNING LAW AND JURISDICTION

            This  Agreement is governed by and is to be construed in  accordance
            with   the   laws  of   Victoria.   Each   party   irrevocably   and
            unconditionally  submits to the  non-exclusive  jurisdiction  of the
            courts of  Victoria  and waives  any right to object to  proceedings
            being brought in those courts.

      21.2. PERSONS

            In this Agreement, a reference to:

            21.2.1. a  person  includes  a  firm,  partnership,  joint  venture,
                    association, corporation or other corporate body;

            21.2.2. a  person  includes  the  legal  personal   representatives,
                    successors and permitted assigns of that person; and

            21.2.3. any body which no longer  exists or has been  reconstituted,
                    renamed,  replaced or whose  powers or  functions  have been
                    removed  or  transferred  to another  body or  agency,  is a
                    reference to the body which most closely serves the purposes
                    or objects of the first-mentioned body.

<PAGE>
                                       25


      21.3. JOINT AND SEVERAL

            If a party consists of more than one person,  this  Agreement  binds
            them jointly and each of them severally.

      21.4. LEGISLATION

            In this  Agreement,  a reference to a statute  includes  regulations
            under   it  and   consolidations,   amendments,   re-enactments   or
            replacements of any of them.

      21.5. THIS AGREEMENT, CLAUSES AND HEADINGS

            In this Agreement:

            21.5.1. a  reference  to  this  or  other  Agreement   includes  the
                    Agreement as varied or replaced  regardless of any change in
                    the identity of the parties;

            21.5.2. a reference to a clause, schedule, appendix or annexure is a
                    reference to a clause, schedule,  appendix or annexure in or
                    to this  Agreement  all of  which  are  deemed  part of this
                    Agreement;

            21.5.3. a reference to writing includes all modes of representing or
                    reproducing words in a legible,  permanent and visible form;
                    and

            21.5.4. headings  and   sub-headings   are  inserted  for  erase  of
                    reference only and do not affect the  interpretation of this
                    Agreement.

      21.6. SEVERANCE

            21.6.1. If a  provision  in this  Agreement  is held to be  illegal,
                    invalid,  void,  voidable or  unenforceable,  that provision
                    must be read down to the extent  necessary to ensure that it
                    is not illegal, invalid, void, voidable or unenforceable.

            21.6.2. If it is not  possible to read down a provision  as required
                    in  this  clause,   that  provision  is  severable   without
                    affecting  the validity or  enforceability  of the remaining
                    part of  that  provision  or the  other  provisions  in this
                    Agreement.

      21.7. COUNTERPARTS

            This Agreement may be executed in any number of counterparts  all of
            which taken together constitute one instrument.

      21.8. CURRENCY

            In this Agreement, a reference to "$" or "dollars" is a reference to
            Australian dollars.

<PAGE>
                                       26


      21.9. BUSINESS DAY

            If a payment or other act is required by this  agreement  to be made
            or done on a day which is not a  Business  Day,  the  payment or act
            must be made or done on the next following Business Day.

      21.10. ACT RIGHT OF SETOFF

            ACT may, without any demand or notice,  setoff and apply any and all
            indebtedness  at any time owing by ACT to ADVC  against  any and all
            other monies or indebtedness which is immediately due and payable.

      21.11. NUMBER AND GENDER

            In this Agreement, a reference to:

            21.11.1. the singular includes the plural and vice versa; and

            21.11.2. a gender includes the other genders.





<PAGE>
                                       27


EXECUTED by the parties as an agreement.

EXECUTED by ADVANCED COM-                 )
MUNICATIONS  TECHNOLOGIES                 )
(AUSTRALIA)  PTY LTD CAN 086 856          )
617 by being signed by those persons who  )
are  authorised to sign for the company:  )

/s/ GRABME WILLIAM SNEARER                Director
------------------------------------------
/s/ GRABME WILLIAM SNEARER                Full name
------------------------------------------
/s/ 8 Park Grove, Richmond Vic. 3121      Usual address
------------------------------------------
Australia
------------------------------------------
/s/ Exec VP - Director                    Director (or Company Secretary)
------------------------------------------
                                          Full name
------------------------------------------
                                          Usual address
------------------------------------------



EXECUTED by ADVANCED COM-                 )
MUNICATIONS TECHNOLOGIES,                 )
INC. by being signed by those persons     )
who are authorized to sign for the        )
company:                                  )

/s/ ROGER T. MAY                          Director[/s/ \ CEO]
------------------------------------------
/s/ ROGER T. MAY..                        Full name
------------------------------------------
/s/ 2722 Michelson Ave #407               Usual address
------------------------------------------
/s/ Chairman/CEO                          Director (or Company Secretary)
------------------------------------------
                                          Full name
------------------------------------------
                                          Usual address
------------------------------------------





<PAGE>
                                       28


                                   ANNEXURE A

                                  LICENCE TERMS

LICENCE: The SpectruCell Software (comprising software,  data and documentation)
is provided to you on the basis of a non-exclusive and  no-transferable  licence
for your own personal use only on a single computer  accessible by only one user
at a time.  The licence  commences  on payment of the licence fee and  continues
perpetually   unless   terminated   by  notice  from   ADVANCED   COMMUNICATIONS
TECHNOLOGIES  (AUSTRALIA)  PTY LTD CAN 086 856 617  (OWNER) if you breach  these
Licence Terms or become subject to any form of insolvency administration.

LICENCE RESTRICTIONS:  You will not sell, loan, rent, transfer or sublicence the
SpectruCell  Software or your rights under these Licence Terms without the prior
written  consent of the Owner.  You will not use the  SpectruCell  for any third
party's  benefit  by way of a service  bureau of  otherwise.  You will not allow
access to the  SpectruCell by multiple users at any one time through  networking
arrangements  or  otherwise.  You will not allow  access to the  SpectruCell  by
multiple users at any one time through networking arrangements or otherwise. You
will not use the SpectruCell Software other than for your own personal use.

To protect the Owner's intellectual  property rights in the SpectruCell Software
you will  not,  and  will  not  allow  or  cause a third  party,  to  decompile,
dissemble,  reverse engineer, copy or modify the SpectruCell Software or use the
whole or any part of the SpectruCell  Software to assist in the development of a
similar or competitive product or otherwise use the SpectruCell  Software except
as provided in these Licence Terms.

You may  make  one copy of the  SpectruCell  Software  for  backup  or  archival
purposes.  You will take  appropriate  measures to prevent  unauthorized  use or
access to the SpectruCell Software.

LIABILITY: To the extent permitted by law, the Owner excludes all warranties and
representations  relating to the SpectruCell Software.  Nothing in these Licence
Terms will exclude, restrict or modify any condition,  warranty, right or remedy
implied or imposed by any statute or  regulation to the extent that it cannot be
lawfully  excluded,  restricted  or  modified.  If any  condition or warranty is
implied into this licence under a statute or regulation  and cannot be excluded,
the  liability of the Owner for a breach of the  condition  or warranty  will be
limited to the  replacement of the product or the supply of the services  again.
Except to that  extent,  the Owner  will not be  liable in  contract  or in tort
(including  negligence) or otherwise for any loss or damage (including  indirect
or  consequential  loss or damage)  however  caused,  which may be suffered,  or
incurred or which may arise  directly or indirectly in respect of the use of, or
inability to use, the SpectruCell Software.




<PAGE>
                                       29


                                   ANNEXURE B

                                 MARKETING PLAN

                  (To be agreed in writing between the parties)