ADVANCED COMMUNICATIONS TECHNOLOGIES INC
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>v010814_ex10-2.txt
<TEXT>
THIS SECURED CONVERTIBLE PROMISSORY NOTE, AND THE SECURITIES INTO WHICH IT IS
CONVERTIBLE (COLLECTIVELY, THE "SECURITIES"), HAVE NOT BEEN REGISTERED WITH THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF
ANY STATE. THE SECURITIES ARE BEING OFFERED PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER SECTION 4(2) OF THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), AND REGULATION D THEREUNDER. THE SECURITIES ARE "RESTRICTED" AND MAY NOT
BE OFFERED OR SOLD UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT AND
APPLICABLE STATE LAW OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION
REQUIREMENTS THEREOF AND THE COMPANY IS PROVIDED WITH AN OPINION OF COUNSEL OR
OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH
EXEMPTIONS ARE AVAILABLE.

                       SECURED CONVERTIBLE PROMISSORY NOTE

                   ADVANCED COMMUNICATIONS TECHNOLOGIES, INC.

                     6% Secured Convertible Promissory Note

                              Due December 29, 2005

No.  2                                                               $333,111.00

      This Secured Convertible Promissory Note (this "Note") is issued by
ADVANCED COMMUNICATIONS TECHNOLOGIES, INC., a Florida corporation (the
"Company"), to HUI CYNTHIA LEE (together with her permitted successors and
assigns, the "Holder") pursuant to exemptions from registration under the
Securities Act of 1933, as amended. Capitalized terms not otherwise defined
herein shall have the meanings given such terms in that certain Stock Purchase
Agreement of even date herewith by and between the Company, the initial Holder
and the other parties named therein (the "Purchase Agreement").

                                   ARTICLE I.

      Section 1.01 Principal and Interest. For value received on December 30,
2004 (the "Issue Date"), the Company hereby promises to pay on December 29, 2005
(the "Maturity Date") to the order of the Holder in lawful money of the United
States of America and in immediately available funds the principal sum of Three
Hundred Thirty Three Thousand One Hundred Eleven Dollars (US $333,111.00),
together with accrued and unpaid interest on the unpaid principal of this Note
at the annual simple rate of six percent (6%) (computed on the basis of a
365/6-day year and the actual days elapsed) from the Issue Date until all
amounts due and owing hereunder by the Company to the Holder have been paid in
full. Upon the occurrence and during the continuance of an Event of Default (as
defined below) interest on the unpaid principal amount of this Note shall accrue
at the annual simple rate of ten percent (10%) (computed on the basis of a
365/6-day year and the actual days elapsed).
<PAGE>

      Section 1.02 Optional Conversion. On or after the Issue Date, the Holder
shall be entitled, at its option, to convert, at any time and from time to time,
until payment in full of all amounts due and owing under this Note, all or any
part of the unpaid principal amount of the Note, into shares (the "Conversion
Shares") of the Company's common stock, no par value per share, ("Common
Stock"), at a price per share (the "Conversion Price") equal to $0.01, subject
to adjustment for stock splits, reverse stock splits and other recapitalizations
effected by the Company. To convert this Note, the Holder shall deliver written
notice thereof, substantially in the form of Exhibit "A" to this Note, with
appropriate insertions (the "Conversion Notice"), to the Company in accordance
with Section 6.01 hereof. The date set forth in the Conversion Notice shall be
deemed to be the date upon which the conversion shall be effective (the
"Conversion Date").

      Section 1.03 Right of Repurchase/Redemption. At any time on or prior to
the Maturity Date, the Company shall, at its option, have the right to redeem,
upon three (3) business days prior written notice to the Holder (the "Redemption
Notice"), a portion or all of the outstanding amount due and owing under this
Note (the "Redemption Right"). In the event the Company exercises its Redemption
Right on or prior to July __, 2005, the redemption price shall be one hundred
five percent (105%) of the principal amount redeemed, thereafter the redemption
price shall be one hundred ten percent (110%) of the principal amount redeemed.
Upon redemption, the Company shall also pay all accrued and unpaid interest
thereon. The third business day after the Holder's receipt of the Redemption
Notice shall be referred to herein as the "Redemption Date." Once the Company
has issued to the Holder a Redemption Notice, the Holder may continue to execute
conversions at any time, and from time to time, on or prior to the business day
immediately preceding the Redemption Date. Notwithstanding the foregoing,
payment by the Company on or after the Maturity Date of all amounts due and
owing hereunder shall not be deemed an exercise by the Company of its Redemption
Right.

                                  ARTICLE II.

      Section 2.01 Amendments and Waiver of Default. This Note may be amended
solely with the written consent of the Holder and the Company.

                                  ARTICLE III.

      Section 3.01 Events of Default. An Event of Default is defined as follows:
the Company shall (i) make a general assignment for the benefit of creditors;
(ii) be adjudicated as bankrupt or insolvent; (iii) file a voluntary petition in
bankruptcy; (iv) have a petition or proceeding filed against it under any
bankruptcy or insolvency law or statute of the United States of America or any
state or jurisdiction thereof, which petition or proceeding is not dismissed
within ninety (90) days from the date of commencement thereof; or (v) have a
receiver, trustee, custodian, conservator or other person appointed by any court
to take charge of the Company's affairs, assets or business and such appointment
is not vacated or discharged within ninety (90) days thereafter.


                                       2
<PAGE>

      Section 3.02 Remedy. Upon the occurrence of an Event of Default, the
Holder may declare the principal amount hereof, and all accrued and unpaid
interest, to be forthwith due and payable whereupon the same shall immediately
become due and payable.

                                  ARTICLE IV.

      Section 4.01 Re-issuance of Note. If and whenever the Holder elects to
convert a part of the Note pursuant to Section 1.02 hereof, the Company shall
reissue a new Note in the same form as this Note to reflect the new principal
amount.

      Section 4.02 Termination of Conversion Rights. The Holder's right to
convert all or any portion of the unpaid principal amount under this Note into
Conversion Shares in accordance with Section 1.02 hereof shall terminate on the
date that all amounts due and owing hereunder are paid in full.

                                   ARTICLE V.

      Section 5.01 Security Interest. To secure the Company's payment
obligations hereunder, the Company hereby grants to the Holder a security
interest in and to those Shares delivered by the Holder pursuant to the Purchase
Agreement and the Pledge Agreement. Such security interest will be a first
priority lien provided there are no Encumbrances on the Shares on the Closing
Date. ARTICLE VI.

      Section 6.01 Notices. Any notices, consents, waivers, or other
communications required or permitted to be given under the terms of this Note
must be in writing and will be deemed to have been delivered (i) upon receipt,
when delivered personally; (ii) upon confirmation of receipt, when sent by
facsimile; (iii) three (3) business days after being sent by U.S. certified
mail, return receipt requested; or (iv) one (1) business day after deposit with
a nationally recognized overnight delivery service, in each case properly
addressed to the party to receive the same. The addresses and facsimile numbers
for such communications shall be:

                  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

                  With a copy to:

                           Eckert Seamans Cherin & Mellott, LLC
                           1515 Market Street - 9th Floor
                           Philadelphia, PA  19102
                           Attention:  Gary A. Miller, Esquire
                           Facsimile:  215.851.8383

                              3
<PAGE>

                  if to the Holder:

                           Hui Cynthia Lee
                           [Address]
                           ------------------------

                  with a copy to:

                           Quarles & Brady Streich Lang LLP
                           Renaissance One
                           Two N. Central Avenue
                           Phoenix, Arizona  85004-2391
                           Attention:  Christian J. Hoffmann, III, Esquire
                           Fax:  602-420-5008

or to such other persons or addresses as may be designated in writing by the
party to receive such notice as provided above.

      Section 6.02 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York without regard to
principles of choice of law or conflicts of laws that would defer to the
substantive law of another jurisdiction. The Company and the Holder irrevocably
consent to the jurisdiction of the United States federal courts and the state
courts located in the State of New York in any suit or proceeding based on or
arising under this Note and irrevocably agree that any and all claims arising
out of this Note or related to the transactions contemplated by this Note shall
be determined exclusively in such courts. The Company and the Holder irrevocably
waive the defense of an inconvenient forum to the maintenance of such suit or
proceeding. The Company and the Holder further agree that service of process
mailed by first class mail shall be deemed in every respect effective service of
process in any such suit or proceeding. Nothing herein shall affect the right of
either the Company or the Holder to serve process in any other manner permitted
by law. The Company and the Holder agree that a final non-appealable judgment in
any such suit or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on such judgment or in any other lawful manner.

      Section 6.03 Severability. The invalidity of any of the provisions of this
Note shall not invalidate or otherwise affect any of the other provisions of
this Note, which shall remain in full force and effect.

         [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       4
<PAGE>

      IN WITNESS WHEREOF, with the intent to be legally bound hereby, the
Company has executed this Note as of the date first written above.

                             ADVANCED COMMUNICATIONS TECHNOLOGIES, INC.

                             By:    /s/ Wayne I. Danson
                                -------------------------------------------
                             Name:  Wayne I. Danson
                             Title: President and Chief Financial Officer


                                       5
<PAGE>


                                   EXHIBIT "A"

                              NOTICE OF CONVERSION

           (To be executed by the Holder in order to Convert the Note)

TO:

         The undersigned hereby irrevocably elects to convert $ of the principal
amount of the above Note into Shares of Common Stock of ADVANCED COMMUNICATIONS
TECHNOLOGIES, INC., according to the conditions stated therein, as of the
Conversion Date written below.

Conversion Date:
                                      ------------------------------------------

Applicable Conversion Price:
                                      ------------------------------------------

Signature:
                                      ------------------------------------------
Name:

                                      ------------------------------------------

Address:
                                      ------------------------------------------

Amount to be converted:  $
                                      ------------------------------------------

Amount of Note unconverted: $
                                      ------------------------------------------

Conversion Price per share: $
                                      ------------------------------------------

Number of shares of Common Stock to be
issued:
                                      ------------------------------------------

                                      A-1

</TEXT>
</DOCUMENT>
