Exhibit
      10.35

     

    August
      17, 2007

    


    Wayne
      I.
      Danson

    President
      and Chief Executive Officer

    Advanced
      Communications Technologies, Inc.

    420
      Lexington Avenue, New York, NY 10170

    


    Dear
      Wayne:

    


    In
      connection with the Exchange Agreement, dated the same date as this letter
      agreement, among Advanced Communications Technologies, Inc. (the “Company”) and
      the holders of its outstanding preferred stock, including YA Global Investments,
      L.P., f/k/a/ Cornell Capital Partners, L.P. (“YA”), this will acknowledge that
      YA’s obligations under the Exchange Agreement, and the Company’s obligations to
      YA under the Exchange Agreement, are subject to the following:

    


    1. The
      Confidentiality and Mutual Nondisclosure Agreement between YA and the Company
      dated November 17, 2006 (the “NDA”) shall govern YA’s obligations with respect
      to proprietary and confidential information of the Company, and not Section
      6.1
      of the Exchange Agreement. The NDA is hereby modified and amended as
      follows:

    


    The
      confidential and proprietary information provided to YA in connection with
      this
      transaction shall remain confidential pursuant to the NDA until the earlier
      to
      occur of (i) the filing of the Company’s amended Current Report on Form 8-K in
      connection with the transactions described in the recitals to the Exchange
      Agreement containing the financial statements and pro forma financial
      information required by Item 9.01 of Form 8-K or (ii) the filing of the Charter
      Amendment described in Section 2.5 of the Exchange Agreement.

    


    2. YA
      represents and warrants to the Company that YA Global Investments, L.P. is
      the
      same legal entity as Cornell Capital Partners, L.P. following a name change
      and
      change of domicile, as evidenced by charter documents provided to the Company
      prior to the execution of this letter agreement. 

    


    3. Section
      4.1 of the Exchange Agreement shall not be construed to release or waive any
      claims or rights of YA (owned directly by YA or as successor to the rights
      of
      Barry Liben, another holder of the Series A Preferred Stock) under this letter
      agreement, the Stock Transfer Agreement among YA and certain creditors or former
      creditors of the Company, the Letter Agreement dated the date hereof from the
      Company to relating to the satisfaction of debt owed to YA by the payment of
      $275,611.11 and the issuance of 188.85 shares of Series A-2 Preferred Stock,
      or
      any agreement or instrument executed by the Company in connection with the
      foregoing.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4. The
      Company agrees to file a proxy or information statement relating to shareholder
      approval of the Charter Amendment within 90 days after the date of this
      Agreement. In the event the proxy or information statement is reviewed by the
      SEC, the Company agrees to effect the Charter Amendment within 30 days after
      completion of SEC review of an information statement or within 50 days after
      completion of SEC review of a proxy statement. In the event the proxy statement
      or information statement is not reviewed by the SEC, the Company agrees to
      effect the Charter Amendment within 75 days after filing.

    


    If
      the
      foregoing represents our agreement, please so indicate by signing in the place
      indicated below.

    


    YA
      GLOBAL
      INVESTMENTS, L.P.

    By:
      Yorkville Advisors, LLC, its Investment Manager

    


    

      
        	
                By:

              	
                /s/
                  Troy J. Rillo 

              	 
	
                Name:

              	
                Troy
                  J. Rillo

              
	
                Title:

              	
                Senior
                  Managing Director

              


      

    

    


    Agreed
      and Acknowledged

    


    ADVANCED
      COMMUNICATIONS 

    TECHNOLOGIES,
      INC.

    

      
        	
                By:

              	
                /s/
                  Wayne I. Danson

              	 
	
                Name:

              	
                Wayne
                  I. Danson

              
	
                Title:

              	
                President
                  and CEO

              


      

    

    


    Acknowledgment
      and Limited Agreement of HIG Affiliate:

     

    ACT-DE,
      LLC, an Affiliate of H.I.G. Capital, LLC, acknowledges the foregoing letter
      agreement between YA and the Company. ACT-DE, LLC hereby covenants and agrees
      that it will vote all of the Company’s capital stock purchased
      by, issued to or otherwise acquired by ACT-DE,
      LLC in favor of the Charter Amendment referenced in the Certificate of
      Designation for the Series A-2 Preferred Stock at any shareholder meeting,
      or in
      any written consent, pursuant to which such Charter Amendment is submitted
      for approval.

    


    ACT-DE,
      LLC

    


    
      	
              By:

            	
              /s/
                William J. Nolan

            	 
	
              Name:

            	
              William
                J. Nolan

            
	
              Title: