REDACTED
                –
                AS
                FILED

            	
              Exhibit
                10.38

            


    

     

    THE
      MARKED PORTIONS OF THIS EMPLOYMENT AGREEMENT HAVE BEEN OMITTED AND
      FILED

    SEPARATELY
      WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT 

     

    EMPLOYMENT
      AGREEMENT

     

    THIS
      EMPLOYMENT AGREEMENT
      (this
“Agreement”),
      dated
      as of the 17th day of August, 2007 (“Effective
      Date”),
      by
      and between Advanced Communication Technologies, Inc., a Florida corporation
      (“ACT”
or
      the
“Company”)
      and
      John E. Donahue, an individual whose current address is 527 W. 110 Street,
      #65,
      New York, NY 10025 (“Executive”).

     

    WITNESSETH

     

    WHEREAS,
      the
      Company desires to employ Executive, and Executive desires to accept employment
      by the Company, on the terms and conditions set forth herein.

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants and promises herein contained, and other
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, and intending to be legally bound hereby, the parties hereto
      agree
      as follows:

     

    1. Employment.

     

    (a) ACT
      hereby employs Executive, and Executive hereby accepts employment with ACT,
      as
      Chief Financial Officer, or such other executive position with similar
      responsibilities and duties of a Chief Financial Officer of a company as may
      be
      determined by the Board of Directors of ACT (the “Board”)
      from
      time to time during the Employment Period (as defined below).

     

    (b) In
      addition to his duties set forth in this Section 1 and in Section 3 below,
      Executive shall at the request of the ACT CEO (as defined below) or the Board
      serve as an officer or director of a subsidiary of ACT, without additional
      compensation and subject to any policy of the Compensation Committee of the
      Board (the “Compensation
      Committee”)
      with
      respect to directors’ fees.

     

    2. Term.
      The
      initial term of employment of Executive hereunder shall commence on the
      Effective Date and shall continue until the second anniversary of the Effective
      Date (the “Initial
      Term”),
      unless earlier terminated pursuant to §6, and shall be automatically renewed for
      additional one (1) year terms (collectively with the Initial Term, the
“Employment
      Period”)
      thereafter unless terminated by either party by written notice to the other
      given at least thirty (30) days prior to the expiration of the then current
      term. If, prior to the second anniversary of the Initial Term, a Specified
      Event
      (as defined in Section 4.1(b) below) has occurred, the Initial Term shall
      automatically be extended by one (1) year to the third anniversary of the
      Effective Date.

     

    3. Employment
      and Duties.

     

    3.1. Duties
      and Responsibilities.

     

    (a) Executive
      shall perform all duties and functions customary for executives holding similar
      offices with similarly situated companies. In addition, Executive shall perform
      such duties and accept such responsibilities reasonably related to and
      consistent with his positions as may be directed or assigned by the Board.
      The
      Executive shall report solely to the Board and its committees.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) During
      the Employment Period, Executive shall (a) serve ACT faithfully and to the
      best
      of his ability; (b) use his best efforts to carry out his duties and
      responsibilities; (c) devote such working time, attention and energy to his
      services for the Company and the business of the Company as shall be reasonably
      required; and (d) use his best efforts, skills and ability to promote the
      Company’s interests and to perform such duties as from time to time may be
      reasonably assigned to him and are consistent with his titles and positions
      with
      the Company.

     

    (c) During
      the Employment Period, in addition to any other duties or responsibilities
      assigned to Executive, Executive shall be required to sign, and shall sign,
      all
      certifications and such other documents or instruments required of the Chief
      Financial Officer of a public company or otherwise by (i) the Securities and
      Exchange Commission, (ii) any exchange or association on which the Company’s
      shares of capital stock are listed, (iii) any federal, state or local authority,
      (iv) any other governmental, quasi-governmental or nongovernmental entity or
      organization (foreign or domestic) that regulates or has authority over the
      Company, and/or (v) the Company in connection with any of the
      foregoing.

     

    3.2. Observance
      of Rules and Regulations.
      Executive agrees to observe and comply with all applicable laws and regulations,
      as well as rules and regulations of the Company with respect to the performance
      of his duties, which do not conflict with the provisions of this
      Agreement.

     

    4. Compensation;
      Expenses; Relationship.

     

    4.1. Base
      Salary.
      

     

    (a) As
      compensation for the services to be rendered hereunder by Executive, the Company
      shall pay to Executive an annual Base Salary (the “Base
      Salary”)
      of
      $237,500 during each year of the Employment Period. The Base Salary shall be
      payable in equal monthly installments in accordance with the Company’s standard
      payroll practices. 

     

    (b) The
      annual Base Salary shall be increased to $250,000 for the portion of the
      Employment Term thereafter (which increase shall be made on a ratable basis
      for
      the remainder of the then current calendar year) if (i) the Company or one
      of
      its wholly owned subsidiaries completes the acquisition of all of the assets
      or
      stock of [REDACTED] prior to the second anniversary of the date of this
      Agreement or (ii) EBITDA of the Company for any twelve (12) consecutive calendar
      month period ending prior to the second anniversary of the date of this
      Agreement exceeds $[REDACTED] (each a “Specified
      Event”).
      The
      determination of EBITDA for any twelve (12) complete calendar month period
      shall
      be made by the Compensation Committee based on the Company’s financial
      statements for the applicable period. In the event that the Company or any
      of
      its subsidiaries acquires all or substantially all of the stock, equity or
      assets of another company, companies, business, or businesses, EBITDA of the
      Company for any twelve (12) complete calendar month period ending on the date
      of
      such acquisition or for any complete 12 month period ending thereafter shall
      be
      determined by the Compensation Committee in good faith on a pro forma basis
      based on the financial statements of the Company and the acquired entity or
      business for the applicable period.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    4.2. Bonus
      Compensation.
      

     

    (a) Subject
      to Section 4.2(c), Executive shall receive from the Company in each fiscal
      year
      during which this Agreement is in effect, beginning with the fiscal year ending
      June 30, 2008, an annual “Performance Bonus” if earned in accordance with the
      bonus plan set forth on Schedule
      1
      hereto.
      The amount of the Performance Bonus earned for the fiscal year ending June
      30,
      2008 shall be reduced by the amount of the “Special Bonus”, if any, earned for
      the five month period ending December 31, 2007. The Performance Bonus, if earned
      for any fiscal year of the Employer, shall be paid in cash on the earlier of
      30
      days after the completion of the audit with respect to such fiscal year or
      November 15 of the following fiscal year. 

     

    (b) Executive
      shall receive a one time “Exit Bonus” in accordance with the Exit Bonus Plan set
      forth on Schedule
      2
      hereto.
      Any Exit Bonus payable to Executive by the Company shall be paid in cash not
      later than thirty (30) days after a Disposition Event (as defined on
Schedule
      2, paragraph (a).

     

    (c) Executive
      shall receive a one time “Special Bonus” if earned in accordance with the bonus
      plan set forth on Schedule
      1
      hereto.
      The Special Bonus, if earned, shall be paid in cash on or about March 15,
      2008.

     

    (d) Bonus
      compensation earned under this Section 4.2 will be paid to Executive no later
      than the time period specified in Treas. Reg. § 1.409A-1(4) to qualify as a
      short-term deferral.

     

    4.3. Life
      Insurance.

     

    (a) During
      the Employment Period, the Company shall provide term life insurance on the
      life
      of Executive with a death benefit equal to $2,000,000. The Company shall pay
      all
      premiums with respect to such life insurance. Executive shall designate the
      beneficiary of such life insurance.

     

    (b) In
      addition to Section 4.3(a) above, the Company may, at its option, maintain
      “key
      man”
life
      insurance on the life of Executive. Executive will cooperate with and assist
      the
      Company in the procurement of any such policy. The Company shall pay all
      premiums for, and shall at all times be the beneficiary of, such “key
      man”
life
      insurance.

     

    4.4. Other
      Benefits.
      Executive shall be eligible to participate in any health insurance programs
      (but
      not life insurance programs) that the Company makes available to all of its
      executives, and the Company shall pay the premiums for such benefits.


     

    4.5. Business
      Expenses.
      Executive will be reimbursed, in a reasonable amount of time, in accordance
      with
      the Company’s expense reimbursement policy, for business expenses upon
      presentation of vouchers or other documents reasonably necessary to verify
      the
      expenditures and sufficient, in form and substance, to satisfy Internal Revenue
      Service requirements for such expenses.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    4.6. Automobile
      Allowance.
      Company
      shall pay to Executive an automobile allowance in the amount of Seven Hundred
      Fifty Dollars ($750.00) per month, payable at the time and in the manner
      dictated by the Company’s regular payroll policies and procedures, but not less
      frequently than monthly. Executive shall provide his own automobile and pay
      all
      operating expenses of any nature whatsoever with regard to such automobile.
      

     

    4.7. Vacation.
      Executive shall be entitled to take up to four (4) weeks of paid vacation per
      calendar year, which shall be taken in accordance with the Company’s vacation
      policy in effect from time to time for executives of comparable seniority.
      Executive shall also be entitled to take a reasonable number of personal and
      sick leave days, taking into account his responsibilities, the Company’s
      policies and the practices of similarly situated companies.

     

    4.8. Stock
      Option Agreement.
      The
      parties incorporate herein as part of this Employment Agreement the Stock Option
      Agreement between the Company and the Executive that is being executed
      contemporaneously with this Employment Agreement.

     

    5. No
      Competitive Activities; Confidentiality; Invention

     

    5.1. General
      Restriction.
      During
      the Employment Period, and for the Restricted Period (as defined below),
      Executive covenants and agrees that, except on behalf of the Company, he will
      not, directly or indirectly:

     

    (a) Competing
      Business.
      During
      the Restricted Period, own, manage, operate, control, participate in the
      ownership, management, operation or control of, be employed by, or provide
      services as a consultant to, any individual or business that is involved in
      business activities that are the same as, similar to or in competition with,
      directly or indirectly, with any business activities conducted, or actively
      planned, by the Company and/or its subsidiaries during the Employment Period
      (it
      being acknowledged that the Company’s and its subsidiaries’ businesses are
      national in scope). The ownership of less than five percent (5%) of the
      outstanding stock of any public corporation shall not be deemed a violation
      of
      this provision.

     

    (b) Soliciting
      Customers.
      During
      the Restricted Period, attempt in any manner to contact or solicit any
      individual, firm, corporation or other entity (i) that is or has been, a
      customer of the Company or any of its subsidiaries at any time during the
      Employment Period, (ii) to which a proposal has been made by the Company or
      any
      of its subsidiaries during the Employment Period or (iii) appearing on the
      Company’s new business target list, as such list has been prepared and
      maintained in accordance with the Company’s past practice, in any of the above
      cases for the purpose of providing services or products similar to the services
      and products provided by the Company or any of its subsidiaries, or engaging
      in
      any activity which could be, directly or indirectly, competitive with the
      business of the Company or any of its subsidiaries.

     

    (c) Interfering
      with Other Relations.
      During
      the Restricted Period, persuade or attempt to persuade any supplier, vendor,
      licensor or other entity or individual doing business with the Company or any
      of
      its subsidiaries to discontinue or reduce its business with the Company or
      any
      of its subsidiaries or otherwise interfere in any way with the business
      relationships and activities of the Company or any of its
      subsidiaries.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (d) (i) Employees.
      During
      the Restricted Period, attempt in any manner to solicit any individual, who
      is
      at the time of such attempted solicitation, or at any time during the one (1)
      year period preceding the termination of Executive’s service, an employee or
      consultant of the Company or any of its subsidiaries, to terminate his or her
      employment or relationship with the Company or any of its subsidiaries, or
      engage such individual, as an employee or consultant. 

     

    (ii) During
      the Restricted Period, cooperate with any other person in persuading, enticing
      or aiding, or attempting to persuade, entice or aid, any employee of or
      consultant to the Company or any of its subsidiaries to terminate his or her
      employment or business relationship with the Company or any of its subsidiaries,
      or to become employed as an employee or retained as a consultant by any person
      other than the Company or any of its subsidiaries.

     

    (e) Exceptions.
      Nothing
      in paragraphs (a) through (d) shall prohibit Executive from providing tax
      accounting, financial accounting or tax consulting services to any business
      or
      person after the termination of his employment with the Company.

     

    (f) Restricted
      Period.
      The
      Restricted Period shall be equal to two (2) years after the Employment Period,
      provided, however,
      that in
      the event the Severance Period is determined in accordance herewith to be six
      (6) months, the Restricted Period shall be reduced to one (1) year.


     

    5.2. Confidentiality
      Agreement.
      Executive shall not, either during the Employment Period or at any time
      thereafter, other than in the performance of his duties hereunder, use or
      disclose to any third person any Confidential Information of the Company or
      any
      of its subsidiaries, other than at the direction of the Company, or pursuant
      to
      a court order or subpoena, provided that Executive will give notice of such
      court order or subpoena to the Company prior to such disclosure. Upon the
      termination of Executive’s service with the Company for any reason, Executive
      shall return any notes, records, charts, formulae or other materials (whether
      in
      hard copy or computer readable form) containing Confidential Information, and
      will not make or retain any copies of such materials. Without limiting the
      generality of the foregoing, the parties acknowledge that the Company and its
      subsidiaries from time to time may be subject to agreements with its customers,
      suppliers or licensors to maintain the confidence of such other persons’
confidential information. The terms of such agreements may require that the
      Company’s employees, consultants, contractors and other personnel, including
      Executive, be bound by such agreements, and Executive shall be deemed so bound
      upon notice to him of the terms of such agreements. The term “Confidential
      Information”
as
      used
      herein shall mean any confidential or proprietary information of the Company
      or
      any of its subsidiaries whether of a technical, engineering, operational,
      financial or economic nature, including, without limitation, all prices,
      discounts, terms and conditions of sale, trade secrets, know-how, customers,
      inventions, business affairs or practices, systems, products, product
      specifications, designs, plans, manufacturing and other processes, data, ideas,
      details and other information of the Company. Confidential Information shall
      not
      include information which can be proven by Executive to have been developed
      by
      his own work as of the Effective Date completely independent of its disclosure
      by the Company or which is in the public domain, provided such information
      did
      not become available to the general public as a result of Executive’s breach of
      this Paragraph 5.2.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    5.3. Disclosure
      of Innovations.
      Executive shall make prompt and full disclosure to the Company and solely the
      Company of all writings, inventions, processes, methods, plans, developments,
      improvements, procedures, techniques and other innovations of any kind that
      Executive may make, develop or reduce to practice, alone or jointly with others,
      at any time during the Employment Period and for a period of one (1) year
      thereafter, whether during working hours or at any other time and whether at
      the
      request or upon the suggestion of the Company or otherwise, and whether or
      not
      they are eligible for patent, copyright, trademark, trade secret or other legal
      protection (collectively, “Innovations”).
      Examples of Innovations shall include, but are not limited to, discoveries,
      research, formulas, tools, know-how, marketing plans, new product plans,
      production processes, advertising, packaging and marketing techniques and
      improvements to computer hardware or software.

     

    5.4. Assignment
      of Ownership of Innovations.
      All
      Innovations shall be the sole and exclusive property of the Company. Executive
      hereby assigns all rights, title or interest in and to the Innovations to the
      Company. At the Company’s request and expense, during the Employment Period and
      at any time thereafter, Executive will assist and cooperate with the Company
      in
      all respects and will execute documents and give testimony to obtain, maintain,
      perfect and enforce for the Company any and all patent, copyright, trademark,
      trade secret and other legal protections for the Innovations.

     

    5.5. Remedies.
      Executive acknowledges that the restrictions contained in the foregoing
      paragraphs 5.1 through 5.4, in view of the nature of the businesses in which
      the
      Company and its subsidiaries are engaged, are reasonable and necessary in order
      to protect the legitimate interests of the Company and its subsidiaries, and
      that the legal remedies for a breach of any of the provisions of this section
      5
      will be inadequate and that such provisions may be enforced by restraining
      order, injunction, specific performance or other equitable relief. Such
      equitable remedies shall be cumulative and in addition to any other remedies
      which the injured party or parties may have under applicable law, equity, this
      Agreement or otherwise. Executive shall not, in any action or proceeding to
      enforce any of the provisions of this Paragraph 5, assert the claim or defense
      that an adequate remedy at law exists. The prevailing party shall be entitled
      to
      recover its legal fees and expenses in any action or proceeding for breach
      of
      this section 5.

     

    5.6. Company
      Property.
      All
      Confidential Information; all Innovations; and all correspondence, files,
      documents, advertising, sales, manufacturers’ and other materials or articles or
      other information of any kind, in any media, form or format furnished to
      Executive by the Company, which may not deemed confidential, shall be and remain
      the sole property of the Company (“Company
      Property”).
      Upon
      termination or at the Company’s request, whichever is earlier, Executive shall
      immediately deliver to the Company all such Company Property.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    5.7. Public
      Policy/Severability.
      The
      parties do not wish to impose any undue or unnecessary hardship upon Executive
      following his departure from the Company’s service. The parties have attempted
      to limit the provisions of this section 5 to achieve such a result, and the
      parties expressly intend that all provisions of this section 5 be construed to
      achieve such result. If, contrary to the effort and intent of the parties,
      any
      covenant or other obligation contained in this section 5 shall be found not
      to
      be reasonably necessary for the protection of the Company, to be unreasonable
      as
      to duration, scope or nature of restrictions, or to impose an undue hardship
      on
      Executive, then it is the desire of the parties that such covenant or obligation
      not be rendered invalid thereby, but rather that the duration, scope or nature
      of the restrictions be deemed reduced or modified, with retroactive effect,
      to
      render such covenant or obligation reasonable, valid and enforceable. The
      parties further agree that in the event a court, despite the efforts and intent
      of the parties, declares any portion of the covenants or obligations in this
      section 5 invalid, the remaining provisions of this section 5 shall nonetheless
      remain valid and enforceable.

     

    6. Termination.

     

    6.1. Termination
      For Cause.
      Notwithstanding anything to the contrary contained herein, this Agreement may
      be
      terminated prior to the expiration of the Employment Period upon seven (7)
      days’
prior written notice from the Company to Executive for “Cause”.
      The
      effective date of termination is hereinafter referred to as the “Termination
      Date”.
      Upon a
      termination for Cause, Executive’s right to Base Salary, any bonus pursuant to
      Section 4 and employment benefits shall cease as of the Termination Date, and
      Company shall have no further obligations or liabilities to Executive for
      compensation whether under this Agreement or otherwise other than as set forth
      in Section 6.3 below. As used herein and throughout this Agreement, the term
      “Cause”
shall
      mean (i) any act or omission by Executive that constitutes malfeasance in the
      course of Executive’s duties hereunder, or the Executive has been grossly
      negligent, or insubordinate in carrying out his duties hereunder, (ii) a
      material breach of this Agreement by Executive that is not cured within ten
      (10)
      days of receipt of notice thereof, (iii) Executive’s breach of a fiduciary duty
      of loyalty owed to the Company or its affiliates, or (iv) Executive shall have
      been (A) charged with or indicted for a criminal offense or crime constituting
      a
      felony, (B) convicted of or pleaded nolo contendere to, a criminal offense
      or
      crime constituting a felony or a misdemeanor, or (C) convicted of or pleaded
      nolo contendere to any act involving fraud, dishonesty or moral turpitude (other
      than minor traffic infractions or similar minor offenses). 

     

    6.2. Termination
      Without Cause or for Good Reason.

     

    (a) Without
      Cause.
      The
      employment of Executive by the Company may be terminated by the Company or
      Executive without Cause and for any reason or no reason at any time prior to
      the
      expiration of the Employment Period upon written notice.

     

    (b) Good
      Reason.
      The
      employment of Executive by the Company may be terminated by Executive upon
      seven
      (7) days’ prior written notice from Executive to the Company for “Good Reason,”
(as defined below) which notice must be given within thirty (30) days after
      the
      occurrence of the event giving rise to the “Good Reason.” For purposes of this
      Agreement, “Good
      Reason”
shall
      mean the occurrence of any of the following without Executive’s consent: (i) a
      material reduction in Executive’s duties or authority, or a change in reporting
      relationship which requires Executive to report directly or indirectly to any
      person or persons other than the Board or a Committee of the Board; (ii) a
      requirement that Executive be relocated to an office outside of the New York
      City metropolitan area; (iii) a reduction in Base Salary during the Employment
      Term; or (iv) Company’s violation of any material term of this Agreement,
      provided that Executive first gives Company written notice of the violation
      and
      Company fails to cure the violation within thirty (30) days after receipt of
      the
      written notice.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (c) 
      Compensation on Termination:
      In the
      event that the Executive’s employment with the Company is terminated for any
      reason, the Company shall pay to Executive (i) any Base Salary accrued through
      the Termination Date, (ii) a reimbursement for all business expenses and
      automobile and other allowances incurred in accordance with Paragraph 4.7 and
      4.8, prior to the Termination Date, and (iii) any Performance Bonus, to the
      extent any of such bonuses have been earned in accordance with this Agreement
      but not yet paid by the Company prior to the Termination Date, which amounts
      shall be payable in cash to Executive in a lump sum no later than 30 days after
      the Termination Date. In the event Executive’s employment is terminated by the
      Company for any reason other than for Cause or by Executive for Good Reason
      at
      any time after the 270th
      day in
      the then current fiscal year, a Performance Bonus shall be earned for that
      fiscal year in accordance with Schedule
      1,
      except
      that the amount of such Performance Bonus shall be pro-rated by the number
      of
      days (out of 365) that Executive remained employed by the Company in such fiscal
      year. Any such bonus shall be paid upon satisfaction of the conditions set
      forth
      in Schedule
      1
      hereto
      and Section 4.2(a). Any such Bonus shall be paid in accordance with Section
      4.2(a). In the event that the Executive’s employment with the Company is
      terminated by the Company without Cause (which shall not include an election
      not
      to renew the Employment Term) or by Executive for Good Reason, Company shall
      also pay Executive an amount of Base Salary (“Severance
      Payment”)
      which
      would have been payable to Executive during (x) the six (6) month period
      immediately following the Termination Date, if a Specified Event has not
      occurred prior to the Termination Date or (y) the twelve (12) month period
      immediately following the Termination Date if a Specified Event has occurred
      prior to the Termination Date (in either case, the “Severance
      Period”).
      The
      Severance Payment shall be paid in accordance with the Company’s standard
      payroll practices over the course of the Severance Period after the date on
      which Executive incurs a “separation from service,” as such term is defined in
      Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the
      “Code”),
      and
      regulations thereunder, from Employer (the “Separation
      Date”).
      Except as provided in the preceding sentence, the Company shall have no further
      obligations or liabilities to Executive for compensation whether under this
      Agreement or otherwise and Executive’s right to further compensation and
      benefits hereunder (including, but not limited to, unvested stock) shall
      immediately cease.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    6.3. Specified
      Employee.
      Notwithstanding Section 6.2.(c), if, at the Executive’s Separation Date, he is a
“specified employee”, as such term is defined in Section 409A(a)(2)(B)(i) of the
      Code, of the Employer, as determined by the Employer, (a) in the case of a
      six
      (6) month Severance Period, the payments described in Section 6.2(c) will be
      paid to the Executive in a lump sum on the first business day of the seventh
      month following the Separation Date, without interest and (b) in the case of
      a
      twelve (12) month Severance Period, (i) 50% of the Severance Payment shall
      be
      paid in a lump sum on the first business day of the seventh month following
      the
      Separation Date and (ii) the remaining 50% of the Severance Payment shall be
      paid in accordance with the Company’s standard payroll practices over the course
      of remaining six (6) months of the Severance Period. Notwithstanding
      the foregoing, in the event that Executive’s employment is terminated by the
      Company for any reason other than for Cause or by Executive for Good Reason,
      the
      payments described in Section 6.2(c) shall be made in a lump sum upon the
      Executive’s Separation Date (and not on the first day of the seventh month
      following the Separation Date) to the extent the amounts do not exceed the
      limit
      set forth in Treas. Reg. § 1.409A-1(b)(9)(iii). Amounts in excess of the limit
      will be paid on the first day of the seventh month following the Separation
      Date.

     

    6.4. Termination
      of Other Positions; Termination of Severance Payments.
      Upon
      the Termination Date, Executive hereby resigns from all positions as officer,
      director or employee Executive may then hold with the Company or its
      subsidiaries, and as fiduciary of any benefit plan of the Company. Executive
      shall promptly execute any further documentation as requested by the Company
      in
      furtherance of the requirements of this Section 6.4 and, if Executive is to
      receive any payments from the Company, execution of such further documentation
      shall be a condition thereof. Executive’s right to receive the Severance Payment
      is expressly conditioned upon receipt by the Employer within thirty (30) days
      following the Termination Date of a written release of claims related to
      Executive’s employment, or the termination of such employment, against the
      Company and its affiliates in form and substance reasonably acceptable to the
      Company and its counsel, executed by Executive. In the event that Executive
      breaches any of the covenants, terms or provisions of Section 5 hereof, without
      limiting any other rights that the Company may have, including the right to
      enforcement of the provisions of Section 5 hereof for the entire term, the
      Company’s obligation to make payments under this Section 6 shall immediately
      terminate.

     

    6.5. Severance
      Payment upon Dismissal of Charges or Not Guilty Verdict.
      In the
      event Executive is terminated by the Company prior to the expiration of the
      Employment Period for Cause as a result of the circumstances described in
      Section 6.1(iv)(A), and either (i) the felony charges relating to the
      circumstances of such termination for Cause are ultimately dismissed or
      withdrawn in their entirety, or (ii) Executive’s indictment does not result in a
“guilty” verdict, then Executive’s termination for cause shall be deemed to have
      been without Cause and the Executive shall be entitled to the Severance Payment
      described in Section 6.2(c), provided,
      that
      Executive makes prompt and reasonable efforts to collect the Severance Payment
      in accordance with Treas. Reg. 1.409A-3(g). Notwithstanding the foregoing,
      the
      Severance Payment in connection with such circumstances shall be made no later
      than 74 days after such dismissal or withdrawal of charges occurs or a final
      verdict other than a guilty verdict is rendered. 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    7. Disability
      or Death.

     

    7.1. Disability.
      If,
      during the Employment Period, Executive becomes disabled or incapacitated as
      determined under the Company’s Long Term Disability Policy(“Permanently
      Disabled”),
      the
      Company shall have the right at any time thereafter (but in no event less than
      120 days after the event causing such disability or incapacity), so long as
      Executive is then still Permanently Disabled, to terminate this Agreement upon
      thirty (30) days’ prior written notice to Executive. In the event the Company
      does not have a Long Term Disability Policy at the time of the event causing
      the
      Executive to become Permanently Disabled, “Permanently
      Disabled”
shall
      mean Executive’s inability, after reasonable accommodation as required by law,
      to fully perform his duties and responsibilities hereunder to the full extent
      required by the Company by reason of illness, injury or incapacity for 120
      consecutive days or for more than six (6) months during any twelve (12) month
      period. If the Company elects to terminate the Executive’s employment with the
      Company in accordance with this Section 7.1, the Company shall have no further
      obligations or liabilities to Executive for compensation, whether under this
      Agreement or otherwise, other than as set forth in Section 6.3.

     

    7.2. Death.
      If
      Executive dies during the Employment Period, this Agreement and Executive’s
      employment with the Company shall automatically terminate as of the date of
      Executive’s death. Upon any such termination, the Company shall have no further
      obligations or liabilities to Executive for compensation, whether under this
      Agreement or otherwise, other than as set forth in Section 6.3.

     

    8. Indemnification.
      The
      Company shall indemnify Executive for any losses, damages, liabilities,
      judgments, claims, costs, penalties and expenses incurred by Executive or on
      his
      behalf (including, without limitation, costs and reasonable attorneys’ fees and
      costs), resulting
      from any act or omission of Company
      or from
      the Company’s failure to perform any of their obligations contained in this
      Agreement. The Company shall be obligated to indemnify Executive against those
      liabilities incurred in connection with any proceeding to which either is made
      a
      party as the result of Executive’s performing his duties hereunder solely in
      accordance with, and as permitted by, the Company’s articles of incorporation.
      As an officer of the Company and/or a director (if elected as such) Executive
      shall be entitled to statutory indemnification from the Company to the maximum
      extent permitted by law. 

     

    9. Governing
      Law.
      This
      Agreement shall be governed by the internal laws of the State of New York.
      Any
      action to enforce any term hereof shall be brought exclusively within the state
      or federal courts sitting in New York to which jurisdiction and venue all
      parties hereby submit themselves.

     

    10. Binding
      Effect.
      Except
      as otherwise herein expressly provided, this Agreement shall be binding upon,
      and shall inure to the benefit of the parties hereto, their respective heirs,
      legal representatives, successors and assigns.

     

    11. Assignment.
      Any
      assignee of the Company shall have the right to enforce the restrictive
      covenants set forth in this Agreement, and the Company shall have the right
      to
      assign this Agreement and the right to enforce such covenants to any successor
      or assign of the Company.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    12. Notices.
      All
      notices, designations, consents, offers, acceptances, waivers or any other
      communication provided for herein, or required hereunder, shall be sufficient
      if
      in writing and if sent by registered or certified mail, return receipt
      requested, overnight courier, or delivered by hand to (i) Executive at his
      last
      known address on the books of the Company or (ii) the Company at its principal
      place of business.

     

    13. Additional
      Documents.
      Each of
      the parties hereto agrees to execute and deliver, without cost or expense to
      any
      other party, any and all such further instruments or documents and to take
      any
      and all such further action reasonably requested by such other of the parties
      hereto as may be necessary or convenient in order to effectuate this Agreement
      and the intents and purposes thereof.

     

    14. Counterparts.
      This
      Agreement may be executed simultaneously in several counterparts, each of which
      shall be deemed an original, but all of which together shall constitute one
      and
      the same instrument, and such counterparts may be delivered by facsimile
      transmission, which facsimile copies shall be deemed originals.

     

    15. Entire
      Agreement.
      This
      Agreement contains the sole and entire agreement and understanding of the
      parties with respect to the subject matter hereof and supersedes any and all
      prior agreements, discussions, negotiations, commitments and understandings
      among the parties hereto with respect to the subject matter hereof. There are
      no
      representations, agreements, arrangements or understandings, oral or written,
      between or among the parties concerning the subject matter hereto, which are
      not
      fully expressed herein or in any supplemental written agreements of even or
      subsequent date hereof.

     

    16. Severability.
      If any
      provision of this Agreement, or the application thereof to any person or
      circumstances, shall, for any reason and to any extent, be invalid or
      unenforceable, the remainder of this Agreement and the application of such
      provision to other persons or circumstances shall not be affected thereby,
      but
      rather shall be enforced to the greatest extent permitted by law.

     

    17. Modification.
      This
      Agreement cannot be changed, modified or discharged orally, but only if
      consented to in writing by all parties.

     

    18. Contract
      Headings.
      All
      headings of the Paragraphs of this Agreement have been inserted for convenience
      of reference only, are not to be considered a part of this Agreement, and shall
      in no way affect the interpretation of any of the provisions of this
      Agreement.

     

    19. Waiver.
      Failure
      to insist upon strict compliance with any of the terms, covenants, or conditions
      hereof shall not be deemed a waiver of such term, covenant, or condition, nor
      shall any waiver or relinquishment of any right or power hereunder at any one
      time or more times be deemed a waiver or relinquishment of such right or power
      at any other time or times.

     

    20. Representation
      of Executive.
      Executive, with the full knowledge that the Company is relying thereon,
      represents and warrants that he has not made any commitment inconsistent with
      the provisions hereof and that he is not under any disability which would
      prevent him from entering into this Agreement and performing all of his
      obligations hereunder.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    21. Joint
      Participation in Drafting.
      Each
      party to this Agreement participated in the drafting of this Agreement. As
      such,
      the language used herein shall be deemed to be the language chosen by the
      parties hereto to express their mutual intent, and no rule of strict
      construction shall be applied against any party to this Agreement.

     

    22. D&O
      Insurance.
      The
      Company agrees to maintain directors and officers liability insurance in
      reasonable amounts and with reasonably acceptable insurers. 

     

    23. Enforcement
      Costs.
      In the
      event any dispute, controversy or claim arises out of or in connection with
      this
      Agreement or the claims released in this Agreement, the prevailing party shall
      be entitled to all reasonable attorneys’ fees, costs and expenses.

     

    [Signature
      Page Follows]

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF
      the
      parties hereto have executed this Agreement as of the day and year first above
      written.

     

    

      
        	 	
                ADVANCED
                  COMMUNICATIONS 

                TECHNOLOGIES,
                  INC.

              
	 	 	 
	 	 	 
	 	
                By:

              	
                /s/
                  Randall H. Prouty

              
	 	
                Name:

              	
                Randall
                  H. Prouty

              
	 	
                Title:

              	
                Director/Chair,
                  Compensation Committee

              
	 	 	 
	 	
                EXECUTIVE:

              
	 	 
	 	 
	 	
                /s/
                  John E. Donahue

              
	 	
                John
                  E. Donahue

              


      

    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      1

     

    Performance
      Bonus

     

    The
      Performance Bonus payable to Executive (if any) for any fiscal year of the
      Company ending during the Employment Term, commencing with the fiscal year
      ending June 30, 2008, shall be paid in cash and in an amount determined in
      accordance with this Schedule
      1.
      Capitalized terms used herein without definition shall have the meanings
      assigned to such terms in the Employment Agreement to which this Schedule is
      attached. As used in this Schedule
      1,
      the
      following terms shall have the following meanings:

     

    (a) “Actual EBITDA”
means,
      with respect to any fiscal year of the Company, EBITDA for such fiscal year
      calculated on the basis of the Company’s audited financial statements for such
      fiscal year.

     

    (b) “Consolidated Net Income”
means,
      for any period, the net income (or loss) of the Company and its subsidiaries
      for
      such period on a consolidated basis, after deducting all operating expenses,
      provisions for all taxes and reserves (including reserves for deferred income
      taxes) and all other proper deductions, all determined in accordance with
      generally accepted accounting principles consistently applied, after eliminating
      all intercompany items, but excluding from the definition of Consolidated Net
      Income any extraordinary gains and/or losses and any gains and/or losses from
      the sale or other disposition of assets other than in the ordinary course of
      business, all determined in accordance with generally accepted accounting
      principles consistently applied.

     

    (c) “EBITDA”
      means,
      with respect to any fiscal year, the sum of the Consolidated Net Income (or
      loss) of the Company and its subsidiaries for such fiscal year, calculated
      in
      accordance with generally accepted accounting principles consistently applied
      but excluding any extraordinary items of income, plus
      all
      amounts deducted in the computation thereof on account of (a) interest expense
      (net of any interest income), (b) income taxes, (c) depreciation and
      amortization, (d) charges for stock-based compensation, (e) amounts accrued
      for
      Success or Exit Bonus expense, (f) implementation expenses for Sarbanes-Oxley
      compliance not to exceed $150,000, and (g) expenses incurred to file a Demand
      Registration Statement on behalf of Investor Stockholders, as defined in that
      certain Registration Rights Agreement dated August __, 2007; and (h) H.I.G.
      Capital L.L.C. management fees accrued or paid during such fiscal
      year.

     

    (d) “Performance
      Bonus”
means,
      with respect to any fiscal year of the Company:

     

    
      	 	
              (i)

            	
              if
                Actual EBITDA for such fiscal year is less than eighty percent (80%)
                of
                the Target EBITDA for such fiscal year,
                zero;

            


    

     

    
      	 	
              (ii)

            	
              if
                Actual EBITDA for such fiscal year is equal to eighty percent (80%)
                of the
                Target EBITDA for such fiscal year, an amount equal to thirty-five
                percent
                (35%) of the Base Salary; 

            


    

     

    
      	 	
              (iii)

            	
              if
                Actual EBITDA for such fiscal year is more than eighty percent (80%)
                and
                less than one hundred percent (100%) of the Target EBITDA for such
                fiscal
                year, an amount equal to the sum of (A) thirty five percent (35%)
                of the
                Base Salary, plus
                (B) the product of one and 75/100 percent (1.75%) of the Base Salary
                multiplied by
                the number of full percentage points by which Actual EBITDA exceeds
                eighty
                percent (80%) of the Target EBITDA;
                and

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (iv)

            	
              if
                Actual EBITDA for such fiscal year equals or exceeds one hundred
                percent
                (100%) of the Target EBITDA for such fiscal year, an amount equal
                to
                seventy percent (70%) of the Base
                Salary.

            


    

     

    (e) “Special
      Bonus”
means,
      with respect to the five month period ending December 31, 2007:

     

    
      	 	
              (i)

            	
              if
                Special Bonus Actual EBITDA for such five month period is less than
                eighty
                percent (80%) of the Special Bonus Target EBITDA for such five month
                period, zero;

            


    

     

    
      	 	
              (ii)

            	
              if
                Special Bonus Actual EBITDA for such five month period is equal to
                eighty
                percent (80%) of the Special Bonus Target EBITDA for such five month
                period, an amount equal to fourteen and 6/100 percent (14.6%) of
                the Base
                Salary; 

            


    

     

    
      	 	
              (iii)

            	
              if
                Special Bonus Actual EBITDA for such five month period is more than
                eighty
                percent (80%) and less than one hundred percent (100%) of the Special
                Bonus Target EBITDA for such fiscal year, an amount equal to the
                sum of
                (A) fourteen and 6/100 percent (14.6%) of the Base Salary, plus
                (B) the product of 73/100 percent (0.73%) of the Base Salary multiplied by
                the number of full percentage points by which Special Bonus Actual
                EBITDA
                exceeds eighty percent (80%) of the Special Bonus Target EBITDA;
                and

            


    

     

    
      	 	
              (iv)

            	
              if
                Special Bonus Actual EBITDA for such five month period equals or
                exceeds
                one hundred percent (100%) of the Special Bonus Target EBITDA for
                such
                five month period, an amount equal to twenty nine and 17/100 percent
                (29.17%) of the Base Salary.

            


    

     

    (f) “Special
      Bonus Actual EBITDA”
means,
      with respect to the five month period ending December 31, 2007, EBITDA for
      such
      five month period calculated on the basis of the Company’s reviewed financial
      statements for such five month period as included in the Company’s filings with
      the Securities and Exchange Commission.

     

    (g) “Special
      Bonus Target EBITDA”
means
      $[REDACTED]. 

     

    (h) “Target
      EBITDA”
means,
      (a) for the Company’s 2008, 2009 and 2010 fiscal years: 

     

    
      	 	
              ·

            	
              2008
                - $[REDACTED]

            


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      	 	
              ·

            	
              2009
                - $[REDACTED]

            


    

     

    
      	 	
              ·

            	
              2010
                - $[REDACTED];

            


    

     

    and
      (b)
      for each calendar year of the Company thereafter, an amount to be determined
      by
      the Compensation Committee no later than 30 days after the Board’s approval of
      the Company’s budget for such calendar year; provided,
      that if
      the Company or any of its subsidiaries in any calendar year enters into any
      extraordinary transaction, such a business acquisition or disposition, the
      Compensation Committee in the exercise of its sole discretion may, at any time
      during such calendar year, adjust upward or downward the Target EBITDA for
      such
      calendar year to take into account such extraordinary transaction. The
      Compensation Committee shall notify Executive of the Target EBITDA for any
      such
      calendar year promptly after determining such Target EBITDA.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      2

     

    Exit
      Bonus

     

    The
      “Exit
      Bonus”
payable
      to Executive (if any) shall be paid in cash and in an amount determined in
      accordance with this Schedule
      2.
      Capitalized terms used herein without definition shall have the meanings
      assigned to such terms in the Employment Agreement to which this Schedule is
      attached. As used in this Schedule
      2,
      the
      following terms shall have the following meanings:

     

    (a) “Disposition
      Event”
means
      one of the following events occurring while Executive is an Employee of the
      Company or after termination of Executive’s employment with the Company without
      Cause or by the Executive for Good Reason: (A) a liquidation, dissolution or
      winding up of the Company, whether voluntary or involuntary, (B) the
      sale
      or other transfer of a majority of the outstanding shares of common stock of
      the
      Company in a single transaction or a series of related transactions, in either
      case to any entity who is not an affiliate of the Company, or of a stockholder
      thereof, immediately prior to such transaction or transactions,
      (C) a
      consolidation or merger of the Company with or into any other person(s), entity
      or entities in which less than a majority of the outstanding voting power of
      the
      surviving person(s), entity or entities is held by persons or entities who
      were
      stockholders of the Company prior to such event or (D) a sale or other
      disposition (whether in a single transaction or a series of related
      transactions) of substantially all of the assets of the Company. 

     

    (b) “Exit
      Bonus”
means,
      in the case of any Target Disposition Event that occurs while Executive is
      an
      employee of the Company, an amount (the “Calculated
      Amount”)
      equal
      to (i) $460,000 multiplied
      by
      (ii) a
      fraction the numerator of which is Target Amount and the denominator of which
      is
      three (3)1 .
      Notwithstanding the foregoing, (A) in no event shall the Exit Bonus exceed
      $460,000, (B) in no event shall the sum of the Exit Bonus and any other amounts
      required to be taken into account under Section 280G of the Internal
      Revenue Code of 1986, as amended, and the rules and regulations promulgated
      thereunder (the “Code”)
      in
      connection with the Change of Control exceed 299% of the Executive’s “Base
      Amount” as determined pursuant to Section 280G of the Code, and (C) in
      the
      case of any Target Disposition Event that occurs after
      the
      termination of Executive’s employment with the Company without Cause or by the
      Executive for Good Reason, the Exit Bonus shall equal an amount equal to the
      quotient of the Calculated Amount divided by two (2). 

     

    (c) “Investor”
means
      ACT-DE LLC.

     

    (d) “Investment
      Amount”
means
      $6,300,000.

     

    (e) “Investor
      Proceeds”
means
      the total amount of dividends, distributions and redemption or sales proceeds
      received (credited on the date actually received) with respect to Investor
      Securities, during the period beginning on the date hereof and ending on the
      date of the first Disposition Event to occur after the Closing Date.

     

    
      
        

      

      1
        This is
        to scale across the 3 points between 2 times and 5 times the Investment
        Amount.

    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    (f) “Investor
      Securities”
means
      the equity securities of the Company acquired by the Investor on the Closing
      Date, and any other equity securities of the Company issued upon conversion
      of
      such equity securities

     

    (g) “Purchase
      Agreement”
means
      that certain Purchase Agreement, of even date herewith, among the Company,
      the
      Investor and certain other purchasers of Series C Preferred Stock.

     

    (h) “Target
      Amount”
means,
      with respect to a Target Disposition Event, an amount equal to (i) the quotient
      of (A) the Investor Proceeds divided
      by
      (B) the
      Investment Amount minus
      (ii) two
      (2). In no event shall the Target Amount exceed three (3).

     

    (i) “Target
      Disposition Event”
means
      a
Disposition
      Event in which the Investor Proceeds exceeds two (2) times the Investment
      Amount.

     

    
      
        
        

      

      
        18