EXHIBIT 10.24
                                  -------------

                               SECURITY AGREEMENT
                               ------------------

       THIS  SECURITY  AGREEMENT  (the  "AGREEMENT"),  is entered  into and made
effective  as of  November  22,  2002,  by  and  among  ADVANCED  COMMUNICATIONS
TECHNOLOGIES,  INC., a Florida  corporation  (the  "COMPANY"),  and the BUYER(S)
listed on Schedule I attached to the  Securities  Purchase  Agreement  dated the
date hereof (collectively, the "SECURED PARTY").

       WHEREAS,  the  Company  shall  issue and sell to the  Secured  Party,  as
provided in the Securities  Purchase  Agreement  dated the date hereof,  and the
Secured Party shall purchase up to Two Hundred Fifty Thousand Dollars ($250,000)
of ten percent (10%) secured  convertible  debentures (the "SECURED  CONVERTIBLE
DEBENTURES"),  which shall be  convertible  into shares of the Company's  common
stock,  no par  value  (the  "COMMON  STOCK")  (as  converted,  the  "CONVERSION
SHARES"); and

       WHEREAS,  to  induce  the  Secured  Party to enter  into the  transaction
contemplated  by the  Securities  Purchase  Agreement,  the Secured  Convertible
Debentures, the Investor Registration Rights Agreement, the Irrevocable Transfer
Agent Instructions,  and the Escrow Agreement  (collectively  referred to as the
"TRANSACTION  DOCUMENTS"),  the Company  hereby  grants to the  Secured  Party a
security  interest  in and to the  pledged  property  identified  on Exhibit "A"
hereto  (collectively  referred to as the  "PLEDGED  PROPERTY")  pursuant to the
terms and conditions of this Agreement.

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

                                   ARTICLE 1.

                         DEFINITIONS AND INTERPRETATIONS

       Section 1.1.   Recitals.
                      --------

       The above recitals are true and correct and are incorporated  herein,  in
their entirety, by this reference.

       Section 1.2.   Interpretations.
                      ---------------

       Nothing herein  expressed or implied is intended or shall be construed to
confer upon any person other than the Secured  Party any right,  remedy or claim
under or by reason hereof.

<PAGE>

       Section 1.3.   Obligations Secured.
                      -------------------

       The obligations secured hereby are any and all obligations of the Company
to the Secured Party  pursuant to the  Securities  Purchase  Agreement,  Secured
Convertible  Debentures,  Investor Registration Rights Agreement and Irrevocable
Transfer Agent  Instructions,  in the principal amounts thereof outstanding from
time to time,  and any other  amounts  payable by or  chargeable  to the Company
thereunder  (collectively,  the "Secured Convertible Debenture Obligations") and
any and all other obligations of the Company to the Secured Party,  whether oral
or written and whether  arising before,  on or after the date hereof  including,
without limitation,  those obligations of the Company to the Secured Party under
the Convertible Debentures dated January, 2002, and any other amounts payable by
or chargeable to the Company thereunder or hereunder  (together with the Secured
Convertible Debenture Obligations, the "Obligations").

                                   ARTICLE 2.
                                   ----------

               PLEDGED COLLATERAL AND ADMINISTRATION OF COLLATERAL
               ---------------------------------------------------

      Section 2.1.    Pledged Property.
                      ----------------

              (a)     Company hereby  pledges to the Secured Party,  and creates
in the Secured Party for its benefit, a security interest,  for such time as the
Obligations  shall  remain  outstanding,  in and to all of the  property  of the
Company as set forth in EXHIBIT "A" attached hereto (collectively,  the "PLEDGED
PROPERTY");  provided,  however,  that the Secured Party hereby agrees that upon
the  payment  in  full  by the  Company  to the  Secured  Party  of the  Secured
Convertible Debenture  Obligations,  the Secured Party shall release any and all
security  interest it may then maintain on that certain wireless or territorial,
multi-protocols  communication  network  technology known as Spectracell and any
security  interest it may then  maintain on any rights  under or with respect to
that certain License and Distribution  Agreement dated July 5, 2000, between the
Company and Advanced Communications Technologies (Australia) Pty., Ltd.:

      The Pledged Property, as set forth in EXHIBIT "A" attached hereto, and the
products thereof and the proceeds of all such items are hereinafter collectively
referred to as the "PLEDGED COLLATERAL."

              (b)     Simultaneously  with the  execution  and  delivery of this
Agreement,  the  Company  shall make,  execute,  acknowledge,  file,  record and
deliver to the Secured Party any documents  reasonably  requested by the Secured
Party to perfect its security interest in the Pledged  Property.  Simultaneously
with the  execution  and  delivery of this  Agreement,  the Company  shall make,
execute,  acknowledge  and  deliver  to the  Secured  Party such  documents  and
instruments, including, without limitation, financing statements,  certificates,
affidavits  and forms as may, in the Secured  Party's  reasonable  judgment,  be
necessary to effectuate,  complete or perfect, or to continue and preserve,  the
security interest of the Secured Party in the Pledged Property,  and the Secured
Party shall hold such documents and instruments as secured party, subject to the
terms and conditions contained herein.

                                       2
<PAGE>

      Section 2.2.    Rights; Interests; Etc.
                      -----------------------

            (a)       So long as no Event of Default  (as  hereinafter  defined)
shall have occurred and be continuing:

                      (i)     the Company  shall be entitled to exercise any and
all rights  pertaining  to the  Pledged  Property  or any part  thereof  for any
purpose not inconsistent with the terms hereof; and

                      (ii)    the  Company  shall be  entitled  to  receive  and
retain any and all payments paid or made in respect of the Pledged Property.

              (b)     Upon the occurrence and during the continuance of an Event
of Default:

                      (i)     All rights of the Company to  exercise  the rights
which it would otherwise be entitled to exercise  pursuant to Section  2.2(a)(i)
hereof and to receive payments which it would otherwise be authorized to receive
and retain  pursuant to Section  2.2(a)(ii)  hereof shall be suspended,  and all
such  rights  shall  thereupon  become  vested  in the  Secured  Party who shall
thereupon have the sole right to exercise such rights and to receive and hold as
Pledged Collateral such payments;  PROVIDED,  HOWEVER, that if the Secured Party
shall  become  entitled  and shall elect to exercise its right to realize on the
Pledged Collateral  pursuant to Article V hereof, then all cash sums received by
the Secured  Party,  or held by Company for the benefit of the Secured Party and
paid over pursuant to Section  2.2(b)(ii)  hereof,  shall be applied against any
outstanding Obligations; and

                      (ii)    All interest, dividends, income and other payments
and  distributions  which are received by the Company contrary to the provisions
of Section  2.2(b)(i)  hereof  shall be received in trust for the benefit of the
Secured Party,  shall be segregated from other property of the Company and shall
be forthwith paid over to the Secured Party; or

                      (ii)    The Secured Party in its sole discretion  shall be
authorized to sell any or all of the Pledged  Property at public or private sale
to satisfy the Obligations.

              (c)     Each of the  following  events shall  constitute a default
under this Agreement (each an "EVENT OF DEFAULT"):

                      (i)     any  default,  whether in whole or in part,  shall
occur in the payment to the Secured Party of  principal,  interest or other item
comprising the  Obligations as and when due or with respect to any other debt or
obligation of the Company to a party other than the Secured Party;

                      (ii)    any  default,  whether in whole or in part,  shall
occur  in the  due  observance  or  performance  of  any  obligations  or  other
covenants,  terms or  provisions  to be  performed  under this  Agreement or the
Transaction Documents;

                      (iii)   the Company shall:  (1) make a general  assignment
for the benefit of its creditors; (2) apply for or consent to the appointment of
a receiver, trustee, assignee,  custodian,  sequestrator,  liquidator or similar

                                       3
<PAGE>

official  for  itself  or any of its  assets  and  properties;  (3)  commence  a
voluntary case for relief as a debtor under the United States  Bankruptcy  Code;
(4) file with or otherwise  submit to any  governmental  authority any petition,
answer or other document seeking:  (A)  reorganization,  (B) an arrangement with
creditors or (C) to take advantage of any other present or future applicable law
respecting bankruptcy, reorganization, insolvency, readjustment of debts, relief
of debtors,  dissolution or liquidation; (5) file or otherwise submit any answer
or other document admitting or failing to contest the material  allegations of a
petition  or other  document  filed or  otherwise  submitted  against  it in any
proceeding  under any such  applicable  law, or (6) be adjudicated a bankrupt or
insolvent by a court of competent jurisdiction; or

                      (iv)    any  case,  proceeding  or other  action  shall be
commenced  against  the  Company  for the  purpose  of  effecting,  or an order,
judgment  or decree  shall be  entered  by any court of  competent  jurisdiction
approving  (in  whole or in part)  anything  specified  in  Section  2.2(c)(iii)
hereof, or any receiver, trustee, assignee, custodian, sequestrator,  liquidator
or other official  shall be appointed  with respect to the Company,  or shall be
appointed to take or shall otherwise  acquire  possession or control of all or a
substantial  part of the assets and  properties  of the Company,  and any of the
foregoing  shall  continue  unstayed and in effect for any period of thirty (30)
days.

                                   ARTICLE 3.

                          ATTORNEY-IN-FACT; PERFORMANCE
                          -----------------------------

      Section 3.1.    Secured Party Appointed Attorney-In-Fact.
                      -----------------------------------------

      Upon the occurrence of an Event of Default,  the Company  hereby  appoints
the Secured Party as its attorney-in-fact,  with full authority in the place and
stead of the Company and in the name of the Company or  otherwise,  from time to
time in the  Secured  Party's  discretion  to take any action and to execute any
instrument  which the Secured Party may reasonably  deem necessary to accomplish
the purposes of this Agreement,  including,  without limitation,  to receive and
collect all instruments made payable to the Company representing any payments in
respect of the Pledged Collateral or any part thereof and to give full discharge
for the same.  The  Secured  Party may demand,  collect,  receipt  for,  settle,
compromise,  adjust, sue for,  foreclose,  or realize on the Pledged Property as
and when the Secured Party may determine. To facilitate collection,  the Secured
Party may notify  account  debtors  obligors on any Pledged  Property or Pledged
Collateral to make payments directly to the Secured Party.

      Section 3.2.    Secured Party May Perform.
                      -------------------------

      If the  Company  fails to perform  any  agreement  contained  herein,  the
Secured Party, at its option, may itself perform,  or cause performance of, such
agreement,  and  the  expenses  of the  Secured  Party  incurred  in  connection
therewith shall be included in the Obligations secured hereby and payable by the
Company under Section 8.3.

                                       4
<PAGE>

                                   ARTICLE 4.

                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

      Section 4.1.    Authorization; Enforceability.
                      -----------------------------

      Each of the parties  hereto  represents and warrants that it has taken all
action  necessary to authorize the execution,  delivery and  performance of this
Agreement  and the  transactions  contemplated  hereby;  and upon  execution and
delivery,  this Agreement shall constitute a valid and binding obligation of the
respective party, subject to applicable bankruptcy, insolvency,  reorganization,
moratorium  and similar laws  affecting  creditors'  rights or by the principles
governing the  availability  of equitable  remedies.  Section 4.2.  Ownership of
Pledged  Property.  The Company warrants and represents that it is the legal and
beneficial  owner of the Pledged  Property free and clear of any lien,  security
interest,  option  or  other  charge  or  encumbrance  except  for the  security
interests  identified on Exhibit B hereto and the security  interest  created by
this Agreement.

                                   ARTICLE 5.

                    DEFAULT; REMEDIES; SUBSTITUTE COLLATERAL
                    ----------------------------------------

      Section 5.1.    Default and Remedies.
                      --------------------

              (a)     If an Event of Default  described in Section  2.2(c)(i) or
(ii)  occurs,  then  in each  such  case  the  Secured  Party  may  declare  the
Obligations  to be due and  payable  immediately,  by a notice in writing to the
Company, and upon any such declaration, the Obligations shall become immediately
due and payable.  If an Event of Default  described in Sections  2.2(c)(iii)  or
(iv) occurs then the Obligations shall automatically  become immediately due and
payable without declaration or other act on the part of the Secured Party.

              (b)     Upon the  occurrence  of an Event of Default,  the Secured
Party shall:  (i) be entitled to receive all  distributions  with respect to the
Pledged  Collateral,  (ii) to cause the Pledged  Property to be transferred into
the name of the Secured  Party or its  nominee,  (iii) to dispose of the Pledged
Property,  and (iv) to realize  upon any and all rights in the Pledged  Property
then held by the Secured Party; provided, however, that the Secured Party hereby
agrees not to enforce any of the rights  granted to it hereunder with respect to
that certain  wireless or  territorial,  multi-protocols  communication  network
technology  known as  Spectracell  or any rights  under or with  respect to that
certain  License  and  Distribution  Agreement  dated July 5, 2000,  between the
Company and Advanced Communications  Technologies  (Australia) Pty., Ltd., until
after December 15, 2002.

                                       5
<PAGE>

      Section 5.2.    Method  of  Realizing  Upon the  Pledged  Property:  Other
                      Remedies.
                      ----------------------------------------------------------

      Upon the occurrence of an Event of Default,  in addition to any rights and
remedies  available at law or in equity,  the following  provisions shall govern
the Secured Party's right to realize upon the Pledged Property:

              (a)     Any item of the Pledged  Property  may be sold for cash or
other value in any number of lots at brokers  board,  public  auction or private
sale and may be sold without  demand,  advertisement  or notice (except that the
Secured  Party  shall give the  Company ten (10)  business  days' prior  written
notice of the time and place or of the time  after  which a private  sale may be
made (the "SALE  NOTICE")),  which  notice  period  shall in any event is hereby
agreed  to be  commercially  reasonable.  At any sale or  sales  of the  Pledged
Property,  the  Company  may bid for and  purchase  the whole or any part of the
Pledged  Property and, upon  compliance  with the terms of such sale,  may hold,
exploit and dispose of the same without  further  accountability  to the Secured
Party.  The Company  will  execute  and  deliver,  or cause to be  executed  and
delivered, such instruments,  documents, assignments, waivers, certificates, and
affidavits and supply or cause to be supplied such further  information and take
such further action as the Secured Party  reasonably shall require in connection
with any such sale.

              (b)     Any  cash  being  held by the  Secured  Party  as  Pledged
Collateral  and all cash  proceeds  received by the Secured Party in respect of,
sale  of,  collection  from,  or other  realization  upon all or any part of the
Pledged Collateral shall be applied as follows:

                      (i)     to the  payment  of all  amounts  due the  Secured
Party for the expenses  reimbursable  to it hereunder or owed to him pursuant to
Section 8.3 hereof;

                      (ii)    to the  payment  of the  Obligations  then due and
unpaid.

                      (iii)   the  balance,  if any,  to the  person or  persons
entitled thereto, including, without limitation, the Company.

              (c)     In  addition to all of the rights and  remedies  which the
Secured Party may have pursuant to this Agreement,  the Secured Party shall have
all of the rights and remedies provided by law,  including,  without limitation,
those under the Uniform Commercial Code.

              (d)     If the  Company  fails  to pay such  amounts  due upon the
occurrence  of an Event of Default which is  continuing,  then the Secured Party
may institute a judicial  proceeding  for the  collection of the sums so due and
unpaid,  may  prosecute  such  proceeding  to judgment  or final  decree and may
enforce the same against the Company and collect the monies  adjudged or decreed
to be payable in the manner  provided  by law out of the  property  of  Company,
wherever situated.

              (e)     The  Company  agrees  that  it  shall  be  liable  for any
reasonable fees,  expenses and costs incurred by the Secured Party in connection
with  enforcement,  collection and  preservation of the  Transaction  Documents,
including,  without  limitation,  reasonable  legal fees and expenses,  and such
amounts shall be deemed  included as  Obligations  secured hereby and payable as
set forth in Section 8.3 hereof.


                                       6
<PAGE>

      Section 5.3.    Proofs of Claim.
                      ---------------

              In  case  of  the  pendency  of  any   receivership,   insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relating to the Company or the property of the Company
or of such other obligor or its creditors,  the Secured Party  (irrespective  of
whether the Obligations shall then be due and payable as therein expressed or by
declaration  or otherwise  and  irrespective  of whether the Secured Party shall
have made any demand on the Company for the payment of the  Obligations),  shall
be entitled and empowered, by intervention in such proceeding or otherwise:

                      (i)     to file and prove a claim for the whole  amount of
the  Obligations  and to file such other papers or documents as may be necessary
or advisable  in order to have the claims of the Secured  Party  (including  any
claim for the  reasonable  legal fees and  expenses and other  expenses  paid or
incurred by the  Secured  Party  permitted  hereunder  and of the Secured  Party
allowed in such judicial proceeding), and

                      (ii)    to  collect   and  receive  any  monies  or  other
property  payable or  deliverable on any such claims and to distribute the same;
and any custodian,  receiver,  assignee,  trustee,  liquidator,  sequestrator or
other similar official in any such judicial  proceeding is hereby  authorized by
the Secured  Party to make such  payments to the Secured Party and, in the event
that the Secured Party shall consent to the making of such payments  directed to
the Secured  Party,  to pay to the Secured Party any amounts for expenses due it
hereunder.

      Section 5.4.    Duties Regarding Pledged Collateral.
                      -----------------------------------

      The Secured Party shall have no duty as to the collection or protection of
the Pledged  Property  or any income  thereon or as to the  preservation  of any
rights pertaining thereto, beyond the safe custody and reasonable care of any of
the Pledged Property actually in the Secured Party's possession.

                                   ARTICLE 6.

                              AFFIRMATIVE COVENANTS

      The Company  covenants and agrees that, from the date hereof and until the
Obligations  have been fully paid and satisfied,  unless the Secured Party shall
consent otherwise in writing (as provided in Section 8.4 hereof):

      Section 6.1.    Existence, Properties, Etc.
                      --------------------------

              (a)     The Company shall do, or cause to be done, all things,  or
proceed with due  diligence  with any actions or courses of action,  that may be
reasonably necessary (i) to maintain Company's due organization, valid existence
and good  standing  under  the laws of its state of  incorporation,  and (ii) to
preserve  and keep in full  force and effect all  qualifications,  licenses  and
registrations in those  jurisdictions in which the failure to do so could have a
Material Adverse Effect (as defined below); and (b) the Company shall not do, or
cause to be done, any act impairing the Company's  corporate  power or authority
(i) to carry on the Company's business as now conducted,  and (ii) to execute or


                                       7
<PAGE>

deliver this Agreement or any other document  delivered in connection  herewith,
including,  without limitation,  any UCC-1 Financing  Statements required by the
Secured  Party  to  which  it is or  will  be a  party,  or  perform  any of its
obligations  hereunder or thereunder.  For purpose of this  Agreement,  the term
"Material  Adverse  Effect"  shall  mean any  material  and  adverse  affect  as
determine by Secured Party in its sole  discretion,  whether  individually or in
the aggregate, upon (a) the Company's assets, business,  operations,  properties
or condition,  financial or otherwise; (b) the Company's ability to make payment
as and  when  due of all or any  part of the  Obligations;  or (c)  the  Pledged
Property.

      Section 6.2.    Financial Statements and Reports.
                      --------------------------------

      The Company shall furnish to the Secured Party such  financial data as the
Secured  Party may  reasonably  request.  Without  limiting the  foregoing,  the
Company  shall  furnish to the Secured  Party (or cause to be  furnished  to the
Secured Party) the following:

              (a)     as soon as practicable and in any event within ninety (90)
days after the end of each fiscal year of the Company,  the balance sheet of the
Company as of the close of such fiscal  year,  the  statement  of  earnings  and
retained  earnings  of the  Company  as of the close of such  fiscal  year,  and
statement of cash flows for the Company for such fiscal year,  all in reasonable
detail,  prepared in accordance with generally  accepted  accounting  principles
consistently  applied,  certified  by the chief  executive  and chief  financial
officers  of the  Company  as  being  true  and  correct  and  accompanied  by a
certificate of the chief executive and chief financial  officers of the Company,
stating  that the Company  has kept,  observed,  performed  and  fulfilled  each
covenant,  term  and  condition  of this  Agreement  and the  other  Transaction
Documents  during such fiscal  year and that no Event of Default  hereunder  has
occurred  and is  continuing,  or if an Event of  Default  has  occurred  and is
continuing,  specifying  the nature of same, the period of existence of same and
the action the Company proposes to take in connection therewith;

              (b)     promptly upon receipt thereof,  copies of all accountants'
reports  and  accompanying   financial  reports  submitted  to  the  Company  by
independent  accountants  in  connection  with each  annual  examination  of the
Company.

      Section 6.3.    Accounts and Reports.
                      --------------------

      The Company shall  maintain a standard  system of accounting in accordance
with generally accepted accounting principles  consistently applied and provide,
at its sole expense, to the Secured Party the following:

              (a)     as  soon  as  available,  a copy of any  notice  or  other
communication  alleging any nonpayment or other material  breach or default,  or
any  foreclosure or other action  respecting any material  portion of its assets
and properties,  received  respecting any of the  indebtedness of the Company in
excess of $15,000 (other than the  Obligations),  or any demand or other request
for  payment  under any  guaranty,  assumption,  purchase  agreement  or similar
agreement or arrangement respecting the indebtedness or obligations of others in
excess of $15,000,  including  any received  from any person acting on behalf of
the Secured Party or beneficiary thereof; and

                                       8
<PAGE>

              (b)     within fifteen (15) business days after the making of each
submission or filing, a copy of any report, financial statement, notice or other
document,  whether  periodic or otherwise,  submitted to the shareholders of the
Company, or submitted to or filed by the Company with any governmental authority
involving  or  affecting  (i) the  Company  that could  have a Material  Adverse
Effect; (ii) the Obligations;  (iii) any part of the Pledged Collateral; or (iv)
any of the  transactions  contemplated  in  this  Agreement  or the  Transaction
Documents.

      Section 6.4.    Maintenance of Books and Records; Inspection.
                      --------------------------------------------

      The Company shall  maintain its books,  accounts and records in accordance
with generally accepted accounting  principles  consistently applied, and permit
the Secured Party, its officers and employees and any  professionals  designated
by the  Secured  Party in  writing,  at any time to visit and inspect any of its
properties  (including but not limited to the collateral  security  described in
the  Transaction  Documents),  corporate  books and  financial  records,  and to
discuss  its  accounts,  affairs  and  finances  with any  employee,  officer or
director thereof.

      Section 6.5.    Maintenance and Insurance.
                      -------------------------

              (a)     The Company shall maintain or cause to be  maintained,  at
its own expense,  all of its assets and  properties  in good  working  order and
condition,  making all necessary  repairs thereto and renewals and  replacements
thereof.

              (b)     The Company shall maintain or cause to be  maintained,  at
its  own  expense,   insurance  in  form,   substance  and  amounts   (including
deductibles),  which the Company  deems  reasonably  necessary to the  Company's
business, (i) adequate to insure all assets and properties of the Company, which
assets and properties are of a character  usually  insured by persons engaged in
the same or similar business against loss or damage resulting from fire or other
risks included in an extended coverage policy; (ii) against public liability and
other tort claims that may be incurred by the Company;  (iii) as may be required
by the  Transaction  Documents or  applicable  law and (iv) as may be reasonably
requested by Secured Party, all with adequate,  financially  sound and reputable
insurers.

      Section 6.6.    Contracts and Other Collateral.
                      ------------------------------

      The Company shall perform all of its obligations  under or with respect to
each  instrument,  receivable,  contract  and other  intangible  included in the
Pledged  Property  to which the Company is now or  hereafter  will be party on a
timely basis and in the manner therein required,  including, without limitation,
this Agreement.

      Section 6.7.    Defense of Collateral, Etc.
                      --------------------------

      The Company shall defend and enforce its right,  title and interest in and
to any part of: (a) the Pledged  Property;  and (b) if not  included  within the
Pledged  Property,  those assets and properties whose loss could have a Material
Adverse Effect,  the Company shall defend the Secured  Party's right,  title and
interest in and to each and every part of the Pledged Property, each against all
manner of claims and demands on a timely  basis to the full extent  permitted by
applicable law.

                                       9
<PAGE>

      Section 6.8.    Taxes and Assessments; Tax Indemnity.
                      ------------------------------------

      The  Company  shall (a) file all tax  returns  and  appropriate  schedules
thereto that are required to be filed under applicable law, prior to the date of
delinquency,  (b) pay and  discharge  all taxes,  assessments  and  governmental
charges or levies imposed upon the Company,  upon its income and profits or upon
any  properties  belonging  to it, prior to the date on which  penalties  attach
thereto,  and (c) pay all taxes,  assessments and governmental charges or levies
that,  if  unpaid,  might  become a lien or charge  upon any of its  properties;
provided,  however,  that the  Company in good faith may  contest  any such tax,
assessment,  governmental  charge or levy described in the foregoing clauses (b)
and (c) so long as appropriate reserves are maintained with respect thereto.

      Section 6.9.    Compliance with Law and Other Agreements.
                      ----------------------------------------

      The Company shall  maintain its business  operations and property owned or
used in connection  therewith in  compliance  with (a) all  applicable  federal,
state and  local  laws,  regulations  and  ordinances  governing  such  business
operations and the use and ownership of such property,  and (b) all  agreements,
licenses,  franchises,  indentures and mortgages to which the Company is a party
or by which the Company or any of its properties is bound.

      Section 6.10.   Notice of Default.
                      -----------------

      The  Company  shall  give  written  notice  to the  Secured  Party  of the
occurrence  of any  default  or Event  of  Default  under  this  Agreement,  the
Transaction  Documents or any other loan  instrument  or any other  agreement of
Company for the payment of money, promptly upon the occurrence thereof.

      Section 6.11.   Notice of Litigation.
                      --------------------

      The Company shall give notice, in writing, to the Secured Party of (a) any
actions,  suits or  proceedings  wherein  the  amount  at issue is in  excess of
$15,000,  instituted by any persons against the Company, or affecting any of the
assets of the Company,  and (b) any dispute,  not resolved  within  fifteen (15)
days of the  commencement  thereof,  between the Company on the one hand and any
governmental  or regulatory  body on the other hand,  which might  reasonably be
expected  to have a  Material  Adverse  Effect  on the  business  operations  or
financial condition of the Company.

                                   ARTICLE 7.

                               NEGATIVE COVENANTS
                               ------------------

      The Company  covenants  and agrees  that,  from the date hereof  until the
Obligations  have been fully paid and satisfied,  the Company shall not,  unless
the Secured Party shall consent otherwise in writing:

                                       10
<PAGE>

      Section 7.1.    Indebtedness.
                      ------------

      Except where one hundred  percent (100%) of the proceeds are used to repay
the Obligations,  the Company shall not directly or indirectly  permit,  create,
incur, assume, permit to exist,  increase,  renew or extend on or after the date
hereof any indebtedness on its part,  including  commitments,  contingencies and
credit  availabilities,  or  apply  for  or  offer  or  agree  to do  any of the
foregoing.

      Section 7.2.    Liens and Encumbrances.
                      ----------------------

      The Company shall not directly or indirectly make, create,  incur,  assume
or permit to exist any assignment, transfer, pledge, mortgage, security interest
or other lien or  encumbrance  of any  nature in, to or against  any part of the
Pledged Property or of the Company's  capital stock, or offer or agree to do so,
or own or acquire or agree to acquire  any asset or  property  of any  character
subject to any of the foregoing  encumbrances  (including any  conditional  sale
contract or other title retention  agreement),  or assign,  pledge or in any way
transfer or encumber  its right to receive any income or other  distribution  or
proceeds from any part of the Pledged Property; or enter into any sale-leaseback
financing  respecting  any part of the Pledged  Property as lessee,  or cause or
assist the inception or continuation of any of the foregoing.

      Section 7.3.    Articles, By-Laws, Mergers,  Consolidations,  Acquisitions
                      and Sales.
                      ----------------------------------------------------------

      Without  the prior  express  written  consent of the  Secured  Party,  the
Company shall not: (a) Amend its Articles of Incorporation or By-Laws;  (b) be a
party to any merger, consolidation or corporate reorganization,  (c) purchase or
otherwise  acquire  all or  substantially  all of the assets or stock of, or any
partnership or joint venture interest in, any other person,  firm or entity, (d)
sell,  transfer,  convey,  grant a  security  interest  in or  lease  all or any
substantial part of its assets,  (e) convey any of its assets to any subsidiary,
(f) issue or sell shares of its common  stock,  (g) issue any  warrant,  option,
right, contract, call, or other security instrument granting the holder thereof,
the right to acquire  common stock,  or (h) file any  registration  statement on
Form S-8.

      Section 7.4.    Management, Ownership.
                      ---------------------

      Until after December 15, 2002, the Company shall not change its ownership,
executive  staff or management  without the prior written consent of the Secured
Party.  Until after  December  15,  2002,  the  ownership,  executive  staff and
management  of  the  Company  are  material   factors  in  the  Secured  Party's
willingness to institute and maintain a lending relationship with the Company.

      Section 7.5.    Dividends, Etc.
                      --------------

      The Company  shall not declare or pay any dividend of any kind, in cash or
in property, on any class of its capital stock, nor purchase,  redeem, retire or
otherwise  acquire for value any shares of such stock, nor make any distribution
of any kind in respect thereof,  nor make any return of capital to shareholders,
nor make any payments in respect of any  pension,  profit  sharing,  retirement,
stock option,  stock bonus,  incentive  compensation  or similar plan (except as
required  or  permitted  hereunder),  without the prior  written  consent of the
Secured Party.

                                       11
<PAGE>

      Section 7.6.    Guaranties; Loans.
                      -----------------

      The  Company  shall not  guarantee  nor be liable in any  manner,  whether
directly or  indirectly,  or become  contingently  liable after the date of this
Agreement in connection  with the  obligations or  indebtedness of any person or
persons,  except for the  endorsement of negotiable  instruments  payable to the
Company  for deposit or  collection  in the  ordinary  course of  business.  The
Company  shall not make any loan,  advance or  extension of credit to any person
other than in the normal course of its business.

      Section 7.7.    Debt.
                      ----

      Except where one hundred  percent (100%) of the proceeds are used to repay
the Obligations, the proceeds are The Company shall not create, incur, assume or
suffer to exist any additional  indebtedness of any description whatsoever in an
aggregate amount in excess of $25,000 (excluding any indebtedness of the Company
to the Secured Party,  trade accounts payable and accrued  expenses  incurred in
the ordinary  course of business and the  endorsement of negotiable  instruments
payable to the Company,  respectively  for deposit or collection in the ordinary
course of business).

      Section 7.8.    Conduct of Business.
                      -------------------

      The  Company  will  continue to engage,  in an  efficient  and  economical
manner, in a business of the same general type as conducted by it on the date of
this Agreement.

      Section 7.9.    Places of Business.
                      ------------------

      The  location of the  Company's  chief place of business is 420  Lexington
Avenue,  Suite 2739, New York, New York 10170.  The Company shall not change the
location of its chief place of business,  chief executive office or any place of
business disclosed to the Secured Party or move any of the Pledged Property from
its current  location  without  thirty (30) days'  prior  written  notice to the
Secured Party in each instance.

                                   ARTICLE 8.

                                  MISCELLANEOUS

      Section 8.1.    Notices.
                      -------

      All  notices or other  communications  required or  permitted  to be given
pursuant to this  Agreement  shall be in writing and shall be considered as duly
given on:  (a) the date of  delivery,  if  delivered  in person,  by  nationally
recognized  overnight  delivery  service or (b) five (5) days  after  mailing if
mailed from within the  continental  United  States by  certified  mail,  return
receipt requested to the party entitled to receive the same:

                                       12
<PAGE>

        If to the Company:      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

        With a copy to:         Levinson & Lichtman, LLP
                                120 East Palmetto Park Road
                                Suite 100
                                Boca Raton, Florida 33431
                                Attention:  Jonathan J. Lichtman, Esq.


        With a copy to:         Clayton Parker, Esq.
                                Kirkpatrick & Lockhart LLP
                                201 South Biscayne Boulevard, Suite 2000
                                Miami, Florida 33131

        And if to the  Party:   Secured To the address of the Secured Party, and
                                its  counsel,  as set forth on Schedule I to the
                                Securities Purchase Agreement.

      Any party may  change  its  address  by giving  notice to the other  party
stating its new address.  Commencing on the tenth (10th) day after the giving of
such notice, such newly designated address shall be such party's address for the
purpose of all notices or other communications required or permitted to be given
pursuant to this Agreement.

      Section 8.2.    Severability.
                      ------------

      If any provision of this Agreement shall be held invalid or unenforceable,
such  invalidity  or  unenforceability  shall attach only to such  provision and
shall not in any  manner  affect or render  invalid or  unenforceable  any other
severable  provision of this Agreement,  and this Agreement shall be carried out
as if any such invalid or unenforceable provision were not contained herein.

      Section 8.3.    Expenses.
                      --------

      In the event of an Event of Default,  the Company  will pay to the Secured
Party the amount of any and all  reasonable  expenses,  including the reasonable
fees  and  expenses  of its  counsel,  which  the  Secured  Party  may  incur in
connection  with: (i) the custody or  preservation  of, or the sale,  collection
from, or other realization upon, any of the Pledged Property;  (ii) the exercise
or enforcement of any of the rights of the Secured Party  hereunder or (iii) the
failure by the Company to perform or observe any of the provisions hereof or any
of the Transaction Documents.

                                       13
<PAGE>

      Section 8.4.    Waivers, Amendments, Etc.
                      ------------------------

      The Secured  Party's  delay or failure at any time or times  hereafter  to
require  strict  performance  by  Company  of any  undertakings,  agreements  or
covenants shall not waiver,  affect,  or diminish any right of the Secured Party
under this Agreement to demand strict compliance and performance  herewith.  Any
waiver by the  Secured  Party of any Event of Default  shall not waive or affect
any other Event of Default, whether such Event of Default is prior or subsequent
thereto and whether of the same or a different type.  None of the  undertakings,
agreements  and  covenants of the Company  contained in this  Agreement,  and no
Event of Default,  shall be deemed to have been waived by the Secured Party, nor
may this  Agreement  be  amended,  changed  or  modified,  unless  such  waiver,
amendment,  change or  modification  is  evidenced by an  instrument  in writing
specifying  such waiver,  amendment,  change or  modification  and signed by the
Secured Party.

      Section 8.5.    Continuing Security Interest.
                      ----------------------------

      This Agreement shall create a continuing  security interest in the Pledged
Property and shall: (i) remain in full force and effect until payment in full of
the  Obligations;  and (ii) be binding upon the Company and its  successors  and
assigns and (iii) inure to the benefit of the Secured  Party and its  successors
and assigns.  Upon the payment or satisfaction in full of the  Obligations,  the
Company shall be entitled to the return, at its expense,  of such of the Pledged
Property as shall not have been sold in  accordance  with  Section 5.2 hereof or
otherwise applied pursuant to the terms hereof.

      Section 8.6.    Independent Representation.
                      --------------------------

      Each party hereto  acknowledges and agrees that it has received or has had
the opportunity to receive  independent legal counsel of its own choice and that
it has been sufficiently apprised of its rights and responsibilities with regard
to the substance of this Agreement.

      Section 8.7.    Applicable Law:  Jurisdiction.
                      -----------------------------

      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.

      Section 8.8.    Waiver of Jury Trial.
                      --------------------

      AS A FURTHER INDUCEMENT FOR THE SECURED PARTY TO ENTER INTO THIS AGREEMENT
AND TO MAKE THE  FINANCIAL  ACCOMMODATIONS  TO THE COMPANY,  THE COMPANY  HEREBY
WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING  RELATED IN ANY WAY TO
THIS AGREEMENT AND/OR ANY AND ALL OTHER DOCUMENTS RELATED TO THIS TRANSACTION.

                                       14
<PAGE>

      Section 8.9.    Entire Agreement.
                      ----------------

      This  Agreement  constitutes  the entire  agreement  among the parties and
supersedes any prior agreement or  understanding  among them with respect to the
subject matter hereof.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       15
<PAGE>


      IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written.

                                    COMPANY:

                                    ADVANCED COMMUNICATIONS
                                    TECHNOLOGIES, INC.

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


                                    SECURED PARTY:

                                    CORNELL CAPITAL PARTNERS, LP

                                    BY:  YORKVILLE ADVISOR, LLC
                                    ITS: GENERAL PARTNERS

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

                                       16
<PAGE>
                                    EXHIBIT A

                         DEFINITION OF PLEDGED PROPERTY
                         ------------------------------

      For the purpose of securing prompt and complete payment and performance by
the  Company  of  all  of  the  Obligations,  the  Company  unconditionally  and
irrevocably hereby grants to the Secured Party a continuing security interest in
and to, and lien upon, the following Pledged Property of the Company:

              (a)    all goods of the Company,  including,  without  limitation,
machinery,  equipment, furniture,  furnishings,  fixtures, signs, lights, tools,
parts,  supplies  and  motor  vehicles  of every  kind and  description,  now or
hereafter owned by the Company or in which the Company may have or may hereafter
acquire any interest, and all replacements, additions, accessions, substitutions
and proceeds thereof,  arising from the sale or disposition  thereof,  and where
applicable,  the proceeds of insurance  and of any tort claims  involving any of
the foregoing;

              (b)    all  inventory of the Company,  including,  but not limited
to, all goods, wares,  merchandise,  parts, supplies,  finished products,  other
tangible  personal  property,  including such inventory as is temporarily out of
Company's  custody or possession  and including any returns upon any accounts or
other  proceeds,  including  insurance  proceeds,  resulting  from  the  sale or
disposition of any of the foregoing;

              (c)    all contract rights and general intangibles of the Company,
including, without limitation,  goodwill, trademarks, trade styles, trade names,
leasehold  interests,  partnership or joint venture interests,  patents,  patent
applications,  copyrights,  deposit  accounts  whether  now  owned or  hereafter
created;

              (d)    all documents,  warehouse receipts, instruments and chattel
paper of the Company whether now owned or hereafter created;

              (e)    all accounts and other  receivables,  instruments  or other
forms of obligations and rights to payment of the Company  (herein  collectively
referred  to as  "ACCOUNTS"),  together  with the  proceeds  thereof,  all goods
represented  by such  Accounts  and all such goods that may be  returned  by the
Company's  customers,  and  all  proceeds  of any  insurance  thereon,  and  all
guarantees,  securities  and liens which the Company may hold for the payment of
any such  Accounts  including,  without  limitation,  all rights of  stoppage in
transit,  replevin and reclamation and as an unpaid vendor and/or lienor, all of
which  the  Company  represents  and  warrants  will be bona  fide and  existing
obligations of its respective customers, arising out of the sale of goods by the
Company in the ordinary course of business;

              (f)    to the extent assignable, all of the Company's rights under
all present and future authorizations,  permits,  licenses and franchises issued
or granted in connection with the operations of any of its facilities;

              (g)    all products and proceeds  (including,  without limitation,
insurance proceeds) from the above-described Pledged Property.

                                      A-1