EXHIBIT 10.23
                                  -------------

                     IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

November ___, 2002

American Stock Transfer & Trust Company
6201 Fifteenth Avenue, Third Floor
Brooklyn, New York  11219

RE:   ADVANCED COMMUNICATIONS TECHNOLOGIES, INC.

Ladies and Gentlemen:

      Reference  is made to that  certain  Securities  Purchase  Agreement  (the
"SECURITIES PURCHASE AGREEMENT"), dated as of November ___, 2002, by and between
Advanced   Communications   Technologies,   Inc.,  a  Florida  corporation  (the
"COMPANY"),   and  the  Buyers  set  forth  on   Schedule  I  attached   thereto
(collectively  the  "BUYER"),  pursuant to which the  Company  shall sell to the
Buyer up to Two Hundred  Fifty  Thousand  Dollars  ($250,000)  of the  Company's
secured  convertible  debentures,  which shall be convertible into shares of the
Company's common stock, no par value per share (the "COMMON STOCK").  The shares
of Common  Stock to be  converted  thereunder  are  referred  to herein  as, the
"CONVERSION  SHARES." This letter shall serve as our  irrevocable  authorization
and direction to you (provided that you are the transfer agent of the Company at
such  time) to issue the  Conversion  Shares to the Buyer from time to time upon
surrender to you of a properly completed and duly executed Conversion Notice, in
the form  attached  hereto as EXHIBIT I,  delivered  on behalf of the Company by
David Gonzalez, Esq.

      Specifically,  upon  receipt by the Company or David  Gonzalez,  Esq. of a
copy of a Conversion  Notice,  David  Gonzalez,  Esq., on behalf of the Company,
shall as soon as practicable, but in no event later than one (1) Trading Day (as
defined below) after receipt of such Conversion Notice,  send, via facsimile,  a
Conversion Notice,  which shall constitute an irrevocable  instruction to you to
process  such   Conversion   Notice  in  accordance  with  the  terms  of  these
instructions. Upon your receipt of a copy of the executed Conversion Notice, you
shall use your best efforts to, within three (3) Trading Days following the date
of receipt of the Conversion Notice, (A) issue and surrender to a common carrier
for overnight  delivery to the address as specified in the Conversion  Notice, a
certificate, registered in the name of the Buyer or its designee, for the number
of shares of Common  Stock to which the Buyer  shall be entitled as set forth in
the Conversion  Notice or (B) provided you are  participating  in The Depository
Trust Company  ("DTC") Fast  Automated  Securities  Transfer  Program,  upon the
request of the Buyer,  credit such aggregate number of shares of Common Stock to
which the Buyer  shall be  entitled  to the  Buyer's or its  designee's  balance
account with DTC through its Deposit  Withdrawal  At Custodian  ("DWAC")  system
provided the Buyer  causes its bank or broker to initiate the DWAC  transaction.
("TRADING  DAY"  shall  mean  any day on which  the  Nasdaq  Market  is open for
customary trading.)

      The  Company  hereby  confirms  to you and  the  Buyer  that  certificates
representing  the  Conversion  Shares  shall  not  bear any  legend  restricting
transfer  of the  Conversion  Shares  thereby  and  should not be subject to any
stop-transfer  restrictions  and shall  otherwise be freely  transferable on the
books and records of the Company  provided that the Company counsel delivers (i)
the Notice of Effectiveness  set forth in EXHIBIT II attached hereto and (ii) an
opinion of counsel in the form set forth in EXHIBIT  III  attached  hereto,  and
that if the  Conversion  Shares are not registered for sale under the Securities
Act of 1933, as amended,  then the certificates for the Conversion  Shares shall
bear the following legend:
<PAGE>

      "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
      FOR INVESTMENT AND MAY NOT BE 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 FORM
      REASONABLY  ACCEPTABLE  TO  THE  COMPANY,  THAT  REGISTRATION  IS NOT
      REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS
      SOLD PURSUANT TO RULE 144 UNDER SAID ACT."

      The  Company  hereby  confirms  to you and the Buyer that no  instructions
other  than as  contemplated  herein  will be given to you by the  Company  with
respect to the  Conversion  Shares.  The Company hereby agrees that it shall not
replace American Stock Transfer & Trust Company as the Company's  transfer agent
without the prior written consent of the Buyer.

      Any  attempt by you to resign as  transfer  agent  hereunder  shall not be
effective  until such time as the Company  provides to you written notice that a
suitable  replacement  has agreed to serve as transfer  agent and to be bound by
the terms and conditions of these Transfer Agent Instructions.

      Each party hereto  specifically  acknowledges and agrees that in the event
of a breach or threatened breach by a party hereto of any provision hereof,  the
Buyer will be irreparably damaged and that damages at law would be an inadequate
remedy if these  Irrevocable  Transfer Agent  instructions were not specifically
enforced.  Therefore,  in the event of a breach or threatened  breach by a party
hereto, including,  without limitation,  the attempted termination of the agency
relationship  created  by this  instrument,  the  Buyer  shall be  entitled,  in
addition to all other  rights or remedies,  to an  injunction  restraining  such
breach,  without being required to show any actual damage or to post any bond or
other security, and/or to a decree for specific performance of the provisions of
these Irrevocable Transfer Agent Instructions.

                                  * * * * *

                                       2
<PAGE>

      IN  WITNESS  WHEREOF,  the  parties  have  caused  this  letter  agreement
regarding  Irrevocable  Transfer  Agent  Instructions  to be duly  executed  and
delivered 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






                                   ---------------------------------------------
                                   David Gonzalez, Esq.



ACKNOWLEDGED AND AGREED:

AMERICAN STOCK TRANSFER & TRUST COMPANY


By:
   ------------------------------------
Name:
     ----------------------------------
Title:
      ---------------------------------

                                       3

<PAGE>
                                    EXHIBIT I
                                    ---------
                         TO TRANSFER AGENT INSTRUCTIONS
                         ------------------------------
                            FORM OF CONVERSION NOTICE
                            -------------------------

      Reference is made to the Securities  Purchase  Agreement (the  "Securities
Purchase  Agreement") between Advanced  Communications  Technologies,  Inc. (the
"Company"), and the Buyers identified on Schedule I thereto, dated November ___,
2002. In accordance with and pursuant to the Securities Purchase Agreement,  the
undersigned hereby elects to convert secured convertible  debentures into shares
of common stock, no par value per share (the "Common Stock"), of the Company for
the amount indicated below as of the date specified below.

Conversion Date:
                                               ---------------------------------
Amount to be converted:                        $
                                               ---------------------------------
Amount of Debenture unconverted:               $
                                               ---------------------------------
Please confirm the following information:

Conversion Price per share:                    $
                                               ---------------------------------
Number of shares of Common Stock to be issued:
                                               ---------------------------------

Please issue the shares of Common Stock in the following name and to the
following address:


Issue to:
                          ------------------------------------------------
Authorized Signature:
                          ------------------------------------------------
Name:
                          ------------------------------------------------
Title:
                          ------------------------------------------------
Phone #:
                          ------------------------------------------------
Broker DTC Participant
Code:                     ------------------------------------------------

Account Number*:
                          ------------------------------------------------



     * NOTE THAT RECEIVING BROKER MUST INITIATE TRANSACTION ON DWAC SYSTEM.

                                       1

<PAGE>
                                   EXHIBIT II
                                   ----------

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

                         FORM OF NOTICE OF EFFECTIVENESS
                         -------------------------------
                            OF REGISTRATION STATEMENT
                            -------------------------

November __, 2002

American Stock Transfer & Trust Company
6201 Fifteenth Avenue
Brooklyn, New York  11219

RE: ADVANCED COMMUNICATIONS TECHNOLOGIES, INC.

Ladies and Gentlemen:

      We are counsel to Advanced  Communications  Technologies,  Inc., a Florida
corporation (the "COMPANY"), and have represented the Company in connection with
that certain Securities Purchase Agreement,  dated as of November ___, 2002 (the
"SECURITIES PURCHASE AGREEMENT"),  entered into by and among the Company and the
Buyers set forth on  Schedule  I attached  thereto  (collectively  the  "BUYER")
pursuant  to which the Company has agreed to sell to the Buyer up to Two Hundred
Fifty Thousand Dollars ($250,000) of secured convertible debentures, which shall
be convertible  into shares (the  "CONVERSION  SHARES") of the Company's  common
stock, no par value per share (the "COMMON STOCK"), in accordance with the terms
of the  Securities  Purchase  Agreement.  Pursuant  to the  Securities  Purchase
Agreement,  the Company also has entered into a Registration  Rights  Agreement,
dated as of  November  ___,  2002,  with the Buyer (the  "INVESTOR  REGISTRATION
RIGHTS AGREEMENT")  pursuant to which the Company agreed, among other things, to
register the Conversion Shares under the Securities Act of 1933, as amended (the
"1933 ACT"). In connection with the Company's  obligations  under the Securities
Purchase Agreement and the Registration Rights Agreement,  on _______, 2003, the
Company  filed  a  Registration   Statement   (File  No.   ___-_________)   (the
"REGISTRATION  STATEMENT")  with the  Securities  and Exchange  Commission  (the
"SEC") relating to the sale of the Conversion Shares.

      In connection with the foregoing, we advise you that a member of the SEC's
staff has advised us by  telephone  that the SEC has entered an order  declaring
the  Registration  Statement  effective  under  the  1933  Act at 5:00  P.M.  on
__________,  2003 and we have no knowledge, after telephonic inquiry of a member
of the SEC's staff,  that any stop order suspending its  effectiveness  has been
issued  or that  any  proceedings  for  that  purpose  are  pending  before,  or
threatened  by, the SEC and the  Conversion  Shares are available for sale under
the 1933 Act pursuant to the Registration Statement.

      The Buyer has  confirmed  it shall  comply  with all  securities  laws and
regulations   applicable  to  it  including   applicable   prospectus   delivery
requirements upon sale of the Conversion Shares.

                                       1
<PAGE>

                                    Very truly yours,

                                    KIRKPATRICK & LOCKHART LLP



                                    By:
                                       ------------------------------

                                       2

<PAGE>

                                   EXHIBIT III
                                   -----------
                         TO TRANSFER AGENT INSTRUCTIONS
                         ------------------------------

                                 FORM OF OPINION
                                 ---------------


____________ ___, 2002



VIA FACSIMILE AND REGULAR MAIL
------------------------------

American Stock Transfer & Trust Company
6201 Fifteenth Avenue
Brooklyn, New York  11219

Re:   ADVANCED COMMUNICATIONS TECHNOLOGIES, INC.

Ladies and Gentlemen:

      We have acted as special counsel to Advanced Communications  Technologies,
Inc. (the "COMPANY"),  in connection with the registration of  ___________shares
(the "SHARES") of its common stock with the  Securities and Exchange  Commission
(the  "SEC").  We have not acted as your  counsel.  This opinion is given at the
request and with the consent of the Company.

      In rendering  this opinion we have relied on the accuracy of the Company's
Registration Statement on Form SB-2, as amended (the "REGISTRATION  STATEMENT"),
filed by the Company with the SEC on _________  ___, 2003. The Company filed the
Registration  Statement on behalf of certain selling  stockholders (the "SELLING
STOCKHOLDERS").  This opinion relates solely to the Selling  Shareholders listed
on EXHIBIT  "A" hereto and  number of Shares  set forth  opposite  such  Selling
Stockholders'  names. The SEC declared the Registration  Statement  effective on
__________ ___, 2003.

      We  understand  that the  Selling  Stockholders  acquired  the Shares in a
private offering exempt from  registration  under the Securities Act of 1933, as
amended. Information regarding the Shares to be sold by the Selling Shareholders
is  contained  under the  heading  "Selling  Stockholders"  in the  Registration
Statement,  which information is incorporated herein by reference.  This opinion
does not relate to the issuance of the Shares to the Selling  Stockholders.  The
opinions set forth herein  relate  solely to the sale or transfer by the Selling
Stockholders  pursuant to the  Registration  Statement under the Federal laws of
the United States of America.  We do not express any opinion  concerning any law
of any state or other jurisdiction.

      In  rendering  this  opinion  we have  relied  upon  the  accuracy  of the
foregoing statements.

      Based on the  foregoing,  it is our  opinion  that the  Shares  have  been
registered with the Securities and Exchange  Commission under the Securities Act
of 1933, as amended, and that American Stock Transfer & Trust Company may remove
the restrictive  legends contained on the Shares. This opinion relates solely to
the number of Shares  set forth  opposite  the  Selling  Stockholders  listed on
EXHIBIT "A" hereto.

                                       1

<PAGE>

      This opinion is  furnished  to you  specifically  in  connection  with the
issuance of the Shares, and solely for your information and benefit. This letter
may not be relied upon by you in any other connection,  and it may not be relied
upon by any other  person or entity for any purpose  without  our prior  written
consent.  This  opinion may not be  assigned,  quoted or used  without our prior
written  consent.  The  opinions  set forth  herein are  rendered as of the date
hereof and we will not  supplement  this  opinion with respect to changes in the
law or factual matters subsequent to the date hereof.

                                         Very truly yours,



                                         KIRKPATRICK & LOCKHART LLP

                                       2

<PAGE>
                                   EXHIBIT "A"
                                   -----------

                         (LIST OF SELLING STOCKHOLDERS)
                         ------------------------------


NAME:                                    NO. OF SHARES:
---------------------------------------  ---------------------------------------

                                       1