Exhibit
        10.34 

      Execution
        Copy

    

     

    INVESTMENT
      ADVISORY SERVICES AGREEMENT

     

    THIS
      INVESTMENT ADVISORY 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,
      on the terms and subject to the conditions contained in this Agreement, the
      Company desires to engage H.I.G. to provide certain financial advisory services
      and H.I.G. desires to perform such services for the Company.

     

    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 appoints H.I.G.
      and
      H.I.G. accepts appointment as a financial advisor 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
      financial advisory services to the Company and its subsidiaries, which services
      will include advice and assistance concerning any acquisitions, dispositions
      or
      financing transactions undertaken by the Company and its subsidiaries, 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 transactions. Upon the request
      of
      the Board, H.I.G. will make periodic reports to the Company with respect to
      the
      financial advisory 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
      services provided hereunder.

     

    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. 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, nor will H.I.G. be obligated to incur any
      liability or obligation for the account of the Company 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.
      HIG
      will be entitled to the fees described below with respect to the acquisition
      or
      disposition of any business operation or material assets by the Company or
      its
      subsidiaries, the sale of the Company or any of its subsidiaries, or any other
      transaction not in the ordinary course of business, including any public or
      private debt or equity financing of the Company or its subsidiaries (which
      shall
      include an initial public offering), in each case which has been introduced,
      arranged, managed and/or negotiated by HIG or its affiliates (each, a
“Transaction”).
      In
      connection with each Transaction, HIG will be entitled to (a) a fee for
      investment banking services (the “Investment
      Banking Fee”)
      and
      (b) a supplemental management fee (the “Supplemental
      Management Fee”
and,
      together with the Investment Banking Fee, the “Transaction
      Fee”).
      The
      Transaction Fee will be paid at the closing or other consummation of any
      Transaction. The Investment Banking Fee for a Transaction will be equal to
      1% of
      the Transaction Value (as defined below) and the Supplemental Management Fee
      will also be equal to 1% of the Transaction Value (as defined below). The
“Transaction
      Value”
for
      a
      Transaction shall mean (i) the enterprise value, in connection with an
      acquisition or disposition, (ii) the financing amount, in connection with a
      debt
      or equity financing, or (iii) the benefit value, in connection with any other
      transaction not in the ordinary course of business. The Parties agree that
      the
      Transaction Fee for the Transaction pursuant to that certain Purchase Agreement,
      dated as of the date hereof, between the Company, ACT-DE LLC and certain other
      purchasers thereunder (and the other transactions related thereto, will be
      comprised of a $262,500 Investment
      Banking Fee and a $262,500 Supplemental Management Fee.

     

    7. Limitations
      on Payment of Transaction Fee.
      Notwithstanding anything contained herein to the contrary Transaction Fees
      shall
      only be payable to the extent permitted by the terms of the Note Purchase
      Agreement (as defined below). The parties hereby agree that to the extent the
      Company is prohibited from timely paying the Transaction Fee in whole or in
      part
      by the Note Purchase Agreement, such unpaid Transaction Fee, or portion thereof,
      shall be accrued (and shall accrue interest at a rate of 5% per annum,
      compounded monthly). Any such accrued Transaction 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. “Note Purchase Agreement” means
      that certain Note Purchase Agreement, dated the date hereof, among the Company,
      its subsidiaries, Sankaty Advisors, LLC and the parties identified as “Note
      Purchasers” therein.

     

    
      
        
        

      

      
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    8. 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.

     

    9. 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.

     

    10. 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.

     

    11. 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 any 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.

     

    12. 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.

     

    13. 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.

     

    14. 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:

     

    
      
        
        

      

      
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                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 14) 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.

     

    15. 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.

     

    16. 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.

     

    17. 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.

     

    
      
        
        

      

      
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    18. 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.

     

    19. 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.

     

    20. 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}

     

    
      
        
        

      

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

    
      

        

          
            	 	 	
                    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: