Exhibit
      10.33

    Execution
      Copy

    


    MANAGEMENT
      SERVICES AGREEMENT

    


    THIS
      MANAGEMENT SERVICES AGREEMENT (this “Agreement”)
      is
      made and entered into as of August 17, 2007, by and among Advanced
      Communications Technologies, Inc., a Delaware corporation (the “Company”),
      and
      H.I.G. Capital L.L.C., a Delaware limited liability company (“H.I.G.”).

    


    WHEREAS,
      the Company’s wholly-owned subsidiary, Encompass Group Affiliates, Inc. (the
“Buyer”),
      has
      entered into a Stock Purchase Agreement, dated as of the date hereof, with
      Vance
      Baldwin, Inc. (“VB”)
      and
      Fred Baldwin, pursuant to which Mr. Baldwin, the sole shareholder of VB will
      sell all of the issued and outstanding stock of VB to the Buyer (the
“Acquisition”).

    


    WHEREAS,
      on the terms and subject to the conditions contained in this Agreement, the
      Company desires to engage H.I.G. to provide certain management and consulting
      services and H.I.G. desires to perform such services for the Company and its
      subsidiaries.

    


    WHEREAS,
      the Company has entered into a Note Purchase Agreement (the “NPA”),
      dated
      as of the date hereof, with Encompass Group Affiliates, Inc., SpectruCell,
      Inc.,
      Hudson Street Investments, Inc., Cyber-Test, Inc., VB, Sankaty Advisors, LLC
      as
      First Lien Collateral Agent for the Senior Note Purchasers (as defined therein)
      and Second Lien Collateral Agent for the Subordinated Note Purchasers (as
      defined therein), and each Senior Note Purchaser and Subordinated Note Purchaser
      listed on Schedule I attached thereto.

    


    NOW,
      THEREFORE, in consideration of the premises and the respective mutual
      agreements, covenants, representations and warranties contained in this
      Agreement, the receipt and sufficiency of which are hereby acknowledged, the
      parties agree as follows:

    


    1. Appointment
      of H.I.G.
      On the
      terms and conditions provided in this Agreement, the Company (on behalf of
      itself and its subsidiaries) appoints H.I.G. and H.I.G. accepts appointment
      as a
      management consultant to the Company and its subsidiaries, including the
      business of any companies hereafter formed or acquired by the Company or any
      such subsidiary.

    


    2. Board
      of Directors Supervision.
      The
      activities of H.I.G. to be performed under this Agreement will be subject to
      the
      supervision of the Board of Directors of the Company (the “Board”)
      to the
      extent required by applicable law or regulation and subject to reasonable
      policies consistent with the terms of this Agreement adopted by the Board and
      in
      effect from time to time.

    


    3. Authority
      of H.I.G.
      Subject
      to any limitations imposed by applicable law or regulation, H.I.G. will render
      management and consulting services to the Company and its subsidiaries, which
      services will include advice and assistance concerning any and all aspects
      of
      the operations, planning and budgeting of the Company and its subsidiaries,
      as
      needed from time to time, including advising the Company and its subsidiaries
      in
      their relationships with banks and other financial institutions and with
      accountants, attorneys, financial advisers and other professionals with respect
      to such services. Upon the request of the Board, H.I.G. will make periodic
      reports to the Company with respect to the management services provided
      hereunder. H.I.G. will cause its employees and agents to provide the Company
      and
      its subsidiaries with the benefit of their special knowledge, skill and business
      expertise to the extent relevant to the business and affairs of the Company
      and
      its subsidiaries.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4. Reimbursement
      of Expenses; Independent Contractor.
      All
      obligations or expenses incurred by H.I.G. in the performance of its duties
      under this Agreement will be for the account of, on behalf of, and at the
      expense of the Company (or the applicable subsidiary). H.I.G. will not be
      obligated to make any advance to, or for the account of, the Company or to
      pay
      any sums, except out of funds held in accounts maintained by the Company (or
      the
      applicable subsidiaries), nor will H.I.G. be obligated to incur any liability
      or
      obligation for the account of the Company or any subsidiary without assurance
      that the necessary funds for the discharge of the liability or obligation will
      be provided. H.I.G. will be an independent contractor, and nothing contained
      in
      this Agreement will be deemed or construed (a) to create a partnership or joint
      venture between the Company and H.I.G., (b) to cause H.I.G. to be responsible
      in
      any way for the debts, liabilities or obligations of the Company, any of its
      subsidiaries or any other party or (c) to constitute H.I.G. or any of its
      employees as employees, officers, or agents of the Company or any of its
      subsidiaries.

    


    5. Other
      Activities of H.I.G.; Investment Opportunities.
      The
      Company acknowledges and agrees that H.I.G. will not be required to devote
      H.I.G.’s (or any of its employees, officers, directors, affiliates or
      associates) full time and business efforts to the duties of H.I.G. specified
      in
      this Agreement, but only so much of such time and efforts as H.I.G. reasonably
      deems necessary. The Company further acknowledges and agrees that H.I.G. and
      its
      affiliates are or may be engaged in the business of investing in, acquiring
      and/or managing businesses for H.I.G.’s own account, for the account of H.I.G.’s
      affiliates and associates and for the account of other unaffiliated parties
      and
      that no aspect or element of these activities will be deemed to be engaged
      in
      for the benefit of the Company nor to constitute a conflict of interest. H.I.G.
      will be required to bring only those investments and/or business opportunities
      to the attention of the Company which H.I.G., in its sole discretion, deems
      appropriate.

    


    6. Compensation
      of H.I.G.

    


    6.1 Management
      Fee.
      The
      Company shall pay (or cause to be paid) to H.I.G. or its designees with respect
      to the management of the business operations of the Company and its
      subsidiaries, a cash consulting and management fee (the “Management
      Fee”)
      equal
      to (i) $400,000 per annum if EBITDA (as defined in the NPA) is less than
      $6,500,000 for the four calendar quarters preceding the date of any payment,
      (ii) $450,000 per annum if EBITDA is greater than or equal to $6,500,000 for
      the
      four calendar quarters preceding the date of the payment, or (iii) $500,000
      per
      annum if EBITDA is greater than or equal to $7,250,000 for the four calendar
      quarters preceding the date of any payment, as the case may be, in each case,
      payable quarterly in advance in equal installments of $100,000 on the first
      business day of each month of January, April, July and October (as adjusted
      pursuant to this Section 6), provided that the Management Fee for the remainder
      of the current calendar quarter shall be paid on a pro rated basis (based on
      the
      number of days remaining in such quarter) on the date hereof. In the event
      that
      EBITDA has changed sufficiently during any calendar quarter or for any trailing
      four calendar quarters to change the amount of Management Fee paid, then any
      such change shall be made as of the first payment to be made after the delivery
      of the financial statements under the NPA (or any other credit documents of
      the
      Company in the event the NPA has terminated) has documented such change in
      EBITDA. Such payment shall also include an adjustment for any increased or
      decreased Management Fee that should have been paid on the first day of the
      previous quarter based on the EBITDA for the four calendar months preceding
      the
      date of such payment.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.2 Additional
      Business Operations.
      If the
      Company or its subsidiaries acquire or enter into any additional business
      operations after the date of this Agreement, the Board and H.I.G. will, prior
      to
      the acquisition or prior to entering into the business operations, (i) in good
      faith, determine whether and to what extent the applicable annual fee set forth
      in Section 6.1 above should be increased as a result thereof, and (ii) notify
      the First Lien Collateral Agent and the Second Lien Collateral Agent in writing
      of any such increase. The Management Fee may not exceed $1,000,000 in any year
      and may only be increased to up to $750,000 per annum if EBITDA for the four
      calendar quarters preceding the date of any payment is at least $12,500,000
      and
      may only be increased to up to $1,000,000 per annum if EBITDA for the four
      calendar quarters preceding the date of any payment is at least $17,500,000
      for
      the four calendar quarters preceding the date of any payment. Any increase
      in
      the Management Fee will be evidenced by a written supplement to this Agreement
      signed by the Company and H.I.G. and will only be payable to the extent
      permitted by the NPA. 

    


    6.3 Limitations
      on Payment of Management Fee.
      Notwithstanding anything contained herein to the contrary the Management Fee
      shall only be payable to the extent permitted by the terms of the NPA. The
      parties hereby agree that to the extent the Company is prohibited from timely
      paying the Management Fee in whole or in part by the NPA, such unpaid Management
      Fee, or portion thereof, shall be accrued (and shall accrue interest at a rate
      of 5% per annum, compounded monthly). Any such accrued Management Fee, or
      portion thereof, shall be paid by the Company within ten (10) days after the
      prohibition on such payment has been waived or otherwise terminated.


     

    6.4 Reimbursement of Expenses.
      The
      Company agrees to reimburse H.I.G. for certain out-of-pocket expenses incurred
      by H.I.G. in connection with the Acquisition and the financing thereof. Such
      reimbursement of expenses shall be paid as of the date hereof by wire transfer
      of immediately available funds to an account designated by H.I.G.

    


    7. Term.
      This
      Agreement will commence as of the date hereof and will remain in effect until
      the fifth anniversary of the date hereof, unless terminated earlier in
      accordance with the provisions of this Agreement.

    


    8. Termination.
      Either
      the Company or H.I.G. may terminate H.I.G.’s engagement under this Agreement in
      the event of the breach of any of the material terms or provisions of this
      Agreement by the other party, which breach is not cured within 10 business
      days
      after notice of the same is given to the party alleged to be in breach by the
      other party. If this Agreement is terminated by H.I.G. because of the breach
      of
      any of the material terms or provisions hereof by the Company, H.I.G. will
      be
      entitled to recover damages from the Company and will not be required to
      mitigate or reduce damages by seeking or undertaking other management
      arrangements or business opportunities.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    9. Standard
      of Care.
      H.I.G.
      (including any person or entity acting for or on behalf of H.I.G.) will not
      be
      liable for any mistakes of fact, errors of judgment, losses sustained by the
      Company or any subsidiary or acts or omissions of any kind, unless caused by
      the
      gross negligence or willful misconduct of H.I.G., as finally determined by
      a
      court of competent jurisdiction.

    


    10. Indemnification
      of H.I.G.
      The
      Company will indemnify and hold harmless H.I.G. and its present and future
      officers, directors, affiliates, employees, controlling persons, agents and
      representatives (“Indemnified
      Parties”)
      from
      and against all losses, claims, liabilities, suits, costs, damages and expenses
      (including attorneys’ fees) arising from their performance of services
      hereunder, except as a result of their gross negligence or willful misconduct.
      The Company will reimburse the Indemnified Parties on a monthly basis for the
      cost of defending any action or investigation (including, but not limited to,
      attorneys’ fees and expenses) subject to an undertaking from any such
      Indemnified Party to repay the Company if such party is determined not to be
      entitled to indemnity.

    


    11. Company
      Representations.
      Each
      party hereby represents and warrants to the other that (i) the execution,
      delivery and performance of this Agreement by it does not conflict with, breach,
      violate or cause a default under any contract, agreement, instrument, order,
      judgment or decree to which it is a party or by which it is bound and (ii)
      upon
      the execution and delivery of this Agreement by the other party, this Agreement
      shall be the valid and binding obligation of the first party, enforceable in
      accordance with its terms.

    


    12. Successors
      and Assigns.
      This
      Agreement is intended to bind and inure to the benefit of and be enforceable
      by
      H.I.G., the Company and their respective successors and assigns, except that
      without the prior written consent of H.I.G., the Company will not assign,
      transfer or convey any of its rights, duties or interest under this Agreement,
      nor will it delegate any of the obligations or duties required to be kept or
      performed by it hereunder.

    


    13. Notices.
      Any
      notices, requests, demands and other communications required or permitted to
      be
      given under this Agreement will be in writing and, except as otherwise specified
      in writing, will be given by personal delivery, facsimile transmission, express
      courier service or by registered or certified mail, postage prepaid, return
      receipt requested:

    

      
        	
                If
                  to the Company:

              	
                Advanced
                  Communications Technologies, Inc.

              
	 	
                420
                  Lexington Avenue, Suite 2739

              
	 	
                New
                  York, NY 10170

              
	 	
                Attention:
                  Wayne Danson, Chief Executive Officer

              
	 	
                Facsimile:
                  646.227.1666

              
	 	 
	
                If
                  to H.I.G.:

              	
                H.I.G.
                  Capital, L.L.C.

              
	 	
                855
                  Boylston Street, 11th Floor

              
	 	
                Boston,
                  Massachusetts 02116

              
	 	
                Attn:
                  John Black and William Nolan

              
	 	
                Facsimile
                  No.: (617) 262-1505

              


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

    

    or
      to
      such other addresses as either party hereto may from time to time give notice
      of
      (complying as to delivery with the terms of this Section 13) to the other.
      Notice by registered or certified mail will be effective three days after
      deposit in the United States mail. Notice by any other permitted means will
      be
      effective upon receipt.

    


    14. Severability.
      If any
      term or provision of this Agreement or the application thereof to any person
      or
      circumstance will, to any extent, be invalid or unenforceable, the remainder
      of
      this Agreement, or the application of such term or provision to persons or
      circumstances other than those which are invalid or unenforceable, will not
      be
      affected thereby, and each term and provision of this Agreement will be valid
      and be enforced to the fullest extent permitted by law.

    


    15. No
      Waiver.
      The
      failure of the Company or H.I.G. to seek redress for any violation of, or to
      insist upon the strict performance of, any term or condition of this Agreement
      will not prevent a subsequent act by the Company or H.I.G., which would have
      originally constituted a violation of this Agreement by the Company or H.I.G.,
      from having all the force and effect of any original violation. The failure
      by
      the Company or H.I.G. to insist upon the strict performance of any one of the
      terms or conditions of the Agreement or to exercise any right, remedy or
      election herein contained or permitted by law will not constitute or be
      construed as a waiver or relinquishment for the future of such term, condition,
      right, remedy or election, but the same will continue and remain in full force
      and effect. Except to the extent that the Company’s rights of termination are
      limited herein, all rights and remedies that the Company or H.I.G. may have
      at
      law, in equity or otherwise upon breach of any term or condition of this
      Agreement, will be distinct, separate and cumulative rights and remedies and
      no
      one of them, whether exercised by the Company or H.I.G. or not, will be deemed
      to be in exclusion of any other right or remedy of the Company or
      H.I.G.

    


    16. Entire
      Agreement; Amendment; Certain Terms.
      This
      Agreement contains the entire agreement among the parties hereto with respect
      to
      the matters herein contained and supersedes and preempts any prior
      understandings, agreements or representations by or among the parties, written
      or oral, which may have related to the subject matter hereof in any way. The
      provisions of this Agreement may be amended only with the prior written consent
      of the Company and H.I.G.

    


    17. Governing
      Law.
      This
      Agreement will be governed by and construed in accordance with the internal
      laws
      of the State of New York without reference to the laws of any other
      state.

    


    18. Counterparts.
      This
      Agreement may be executed simultaneously in two or more counterparts, any one
      of
      which need not contain the signatures of more than one party, but all such
      counterparts taken together shall constitute one and the same
      Agreement.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    19. Delivery
      by Facsimile.
      This
      Agreement and any amendments hereto, to the extent signed and delivered by
      means
      of a facsimile machine, shall be treated in all manner and respects as an
      original agreement or instrument and shall be considered to have the same
      binding legal effect as if it were the original signed version thereof delivered
      in person. At the request of any party hereto, each other party hereto shall
      reexecute original forms thereof and deliver them to all other parties. No
      party
      hereto shall raise the use of a facsimile machine to deliver a signature or
      the
      fact that any signature was transmitted or communicated through the use of
      a
      facsimile machine as a defense to the formation or enforceability of a contract
      and each such party forever waives any such defense.

     

    {Remainder
      of Page Intentionally Left Blank}

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, this Management Services Agreement has been duly executed
      as of
      the date first above written.

    
       

        
          	 	 	
                  ADVANCED
                    COMMUNICATIONS

                  TECHNOLOGIES,
                    INC.

                
	 	 	 	 
	 	 	
                  By:

                	
                  /s/
                    Wayne I. Danson

                
	 	 	
                  Name:

                	
                  Wayne
                    I. Danson

                
	 	 	
                  Its:

                	
                  President
                    & Chief Executive Officer

                
	 	 	 	 
	 	 	 	 
	 	 	
                  H.I.G.
                    CAPITAL L.L.C.

                
	 	 	 	 
	 	 	
                  By:

                	
                  /s/
                    William J. Nolan IV

                
	 	 	
                  Name:

                	
                  William
                    J. Nolan IV

                
	 	 	
                  Its: