AMENDED EMPLOYMENT AGREEMENT

 

                          AMENDED EMPLOYMENT AGREEMENT

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

 

      AMENDED EMPLOYMENT  AGREEMENT (this "Agreement"),  dated as of the 1st day

of June, 2005 ("Effective Date"), by and among Encompass Group Affiliates, Inc.,

a Delaware corporation ("Encompass"), Advanced Communication Technologies, Inc.,

a Florida Corporation  ("ACT"),  and Martin Nielson, an individual whose address

is 12111 Hilltop Drive,  Los Altos Hills, CA  ("Executive").  Encompass and ACT,

together with any and all of their respective subsidiaries, shall be referred to

collectively  herein as the "Company." This Amended Employment  Agreement amends

and replaces the Employment Agreement  ("Original  Agreement") between Executive

and the Company dated as of June 24, 2004 ("Original Effective Date").

 

                                   WITNESSETH

 

 

      WHEREAS,  on December 30, 2004, ACT acquired a majority of the outstanding

common stock of Pacific Magtron International Corp. ("PMIC").

 

      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,  the  parties  hereto  agree as

follows:

 

      1. Employment.

 

            (a)  Encompass  hereby  employs  Executive,  and  Executive  accepts

employment with Encompass,  as Chief Executive Officer,  or such other executive

position with similar  responsibilities  and duties of a chief executive officer

of a company.

 

            (b) ACT hereby  employs  Executive,  and  Executive  hereby  accepts

employment with ACT, as Senior Vice President,  or such other executive position

with similar responsibilities and duties of a senior vice president 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).

 

            (c) Executive is currently a member of the Board.

 

            (d) In addition  to his duties set forth in this  Paragraph 1 and in

Paragraph  3 below,  Executive  shall at the  request of the ACT CEO (as defined

below) or the Board  serve as an  officer  or  director  of  subsidiary  of ACT,

without  additional  compensation  and subject to any policy of the Compensation

Committee of the Board (the "Compensation  Committee") with regard to directors'

fees.

 

      2. Term.  The initial  term of this  Agreement  commenced  on the Original

Effective Date and will expire on the second  anniversary  thereof (the "Initial

Employment  Period"),  unless earlier  terminated in accordance  with its terms;

provided,  however,  that the  Company  shall have the option of  retaining  the

services  of  Executive,  on the  terms  set  forth  in this  Agreement,  for an

additional  one-year  period by providing  Executive with written notice thereof

not less than thirty (30) days prior to the expiration of the Initial Employment

Period (the "Option Period" and together with the Initial Employment Period, the

"Employment  Period").  Unless earlier terminated in accordance  herewith,  upon

expiration of the Option  Period,  this  Agreement  shall be deemed to have been

extended for additional  terms of successive one year periods  commencing on the

day after the expiration of the then current Employment Period.

 

 

<PAGE>

 

      3. Employment and Duties.

 

            3.1 Duties and Responsibilities.

 

            (a) Executive's area of responsibility  during the Employment Period

shall be that of Chief Executive  Officer of Encompass and such senior executive

position of ACT to which the Board might appoint him.  Executive  shall directly

report to the Chief  Executive  Officer  of ACT (the "ACT  CEO"),  or such other

senior executive officer of ACT, as determined from time to time by the Company.

The  services to be  rendered by  Executive  pursuant  to this  Agreement  shall

consist of such services as defined and directed by the Board or the ACT CEO.

 

            (b) During the Employment Period,  Executive shall serve the Company

faithfully and to the best of his ability; shall devote his entire working time,

attention,  energy and skill to his  employment  and the benefit and business of

the Company;  and shall use his best efforts,  skills and ability to promote its

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 the Company gives to Executive,  Executive shall be required to

sign, and shall sign, all certifications and such other documents or instruments

required of an executive 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 non-governmental  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 the rules and

regulations of the Company, with respect to the performance of his duties.

 

            3.3 Resignation  from Other  Positions.  Executive has resigned from

any and all other positions he may hold as an officer or director with any other

company prior to the Original Effective Date, other than the Company;  provided,

however,  that  notwithstanding  the foregoing,  Executive shall be permitted to

remain as (i) an outside director,  but not as Chairman,  of Hy-Tech  Technology

Group,  Inc. and Emerging Delta Corp., and (ii) Chairman of Altos Bancorp,  Inc.

("Altos")  for so long as Altos  remains a privately  held  company  that is not

required to file periodic and other  reports  pursuant to Section 13(a) or 15(d)

of the Securities Exchange Act of 1934, as amended.

 

 

                                       2

<PAGE>

 

      4. Compensation; Benefits and Expenses.

 

            4.1 Acquisition Bonuses.

 

            (a)  Upon  execution  of the  Original  Agreement,  ACT  granted  to

Executive,  and Executive shall receive,  50,000,000  shares of ACT's restricted

common  stock,  priced at $.01 per share,  of which (i)  12,500,000  shares will

fully vest on July 1, 2005, and (ii)  37,500,000  shares will fully vest on July

1, 2006 (together, the "ACT Shares"); provided, as to each vesting traunch, that

Executive is then employed by the Company;  and provided further that the number

of ACT Shares shall be adjusted  accordingly  for stock  splits,  reverse  stock

splits  and  other  recapitalizations   effected  by  ACT.  Notwithstanding  the

foregoing, in the event Executive's employment with the Company is terminated by

the Company  without  "cause" prior to the expiration of the Initial  Employment

Period, a pro-rata amount of otherwise unvested ACT Shares,  based on the number

of days elapsed during the applicable fiscal year, shall become fully vested and

payable by the Company.

 

            (b) Within  five (5)  business  days after the  consummation  of the

transaction  contemplated by that certain Agreement,  dated May 27, 2004, by and

among Encompass and HYTT, Encompass paid to Executive $15,000 in cash.

 

            (c) Within  five (5)  business  days after the later to occur of (i)

the  consummation of the  acquisition of a majority of the outstanding  stock of

Pacific  Magtron  International  Corp.,  Encompass paid to Executive  $15,000 in

cash.

 

            4.2 Base Salary.

 

            (a) As  compensation  for the  services  to be  rendered  hereunder,

during agreement year ending on June 23, 2005,  Encompass shall pay to Executive

an annual base salary (the "Base Salary") of $225,000; during the agreement year

ending June 23, 2006,  the Base Salary shall be $175,000;  and during the Option

Period,  the Base Salary shall be $200,000.  The Base Salary shall be payable in

accordance with usual payroll practices of the Company.

 

            (b) The Base Salary  payable by  Encompass  for any period  shall be

reduced by any cash  compensation  for such period paid to Executive by PMIC (or

its  subsidiaries)  or any other  indirect or direct  majority  or wholly  owned

subsidiary of Encompass or ACT.

 

            4.3 Bonus.

 

            (a) For each  fiscal  year or  portion  thereof  after the  Original

Effective  Date and during  the  Employment  Period,  the  Company  shall pay to

Executive an annual  performance  bonus, in cash and/or restricted stock of ACT,

in an amount  determined at the sole discretion of the  Compensation  Committee,

taking into account Executive's  contribution to ACT's consolidated net earnings

and  stock  appreciation  during  such  fiscal  year (the  "Overall  Performance

Bonus").

 

            (b)  Immediately  following  each fiscal year,  Encompass  shall set

aside for the payment of Encompass  executive  bonuses,  an amount equal to five

percent (5%) of net income of Encompass  during such fiscal year (the "Encompass

Bonus Pool").  For each fiscal year or portion  thereof after the Effective Date

and during the Employment  Period,  the Company shall pay to Executive an annual

performance bonus, in cash and/or restricted stock of ACT, equal to a portion of

the Encompass Bonus Pool, as determined by the  Compensation  Committee,  in its

sole  discretion (the  "Encompass  Performance  Bonus" and together with the ACT

Performance Bonus, the "Performance Bonuses").  The Performance Bonuses shall be

paid by Encompass to the extent payable in cash and by ACT to the extent payable

in stock.

 

 

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<PAGE>

 

For purposes hereof, "net income" shall mean, with respect to Encompass, for any

fiscal year, the net income (loss) of Encompass for such fiscal year, determined

on a consolidated basis  (consolidated  basis shall include Encompass and all of

its wholly-owned  subsidiaries) in accordance with generally accepted accounting

principals,  consistently  applied;  provided,  however,  that  there  shall  be

excluded  from net  income  (a) the net  income  (loss)  of any  person in which

Encompass has a joint interest with a third party, except to the extent such net

income is actually  paid to Encompass by dividend or other  distribution  during

such fiscal year,  (b) the net income (or loss) of any person  accrued  prior to

the date it  becomes a  subsidiary  of  Encompass  or is merged  into or becomes

consolidated  with  Encompass or its assets are purchased by Encompass,  and (c)

the net income (if  positive) of any  subsidiary of Encompass to the extent that

the  declaration  or payment of dividends or similar  distributions  of such net

income by such  subsidiary (i) is not at that time permitted by operation of the

terms of its  charter or any  agreement,  instrument,  judgment,  decree,  order

statute,  rule or governmental  regulation or (ii) would be subject to any taxes

payable on such dividends or distributions.

 

            (c) In addition to the  Performance  Bonuses,  the Company may grant

restricted  shares of common stock of ACT to Executive,  with a vesting schedule

and  other  terms  established  by  the  Compensation  Committee,  in  its  sole

discretion (the "Incentive Bonus").

 

            (d)  Executive  acknowledges  that  the  amount  of the  Performance

Bonuses and the amount of the  Incentive  Bonus shall at all times be determined

by the Compensation  Committee,  in its sole  discretion.  The Company shall pay

each of the  Performance  Bonuses and the  Incentive  Bonus to Executive  within

thirty (30) days after the Company's  audited results for the applicable  fiscal

year are delivered to the Company,  but in no event later than October 15 of the

immediately following fiscal year.

 

            4.4 Life Insurance.

 

            (a)  During  the  Employment   Period,  the  Company  shall  provide

Executive  with term life  insurance  with a death benefit equal to  $1,000,000,

provided that  Executive is  insurable.  The Company shall pay all premiums with

respect to such life  insurance.  Such life  insurance  may be  provided  either

through the Company's group life insurance programs, by an individual policy, or

by a combination of both group and individual  policies.  Executive shall at all

times designate the beneficiary(ies) of such life insurance.

 

            (b) In addition to Section 4(a) above,  the Company  shall  maintain

"key man" 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. The Company shall at all times designate the beneficiary(ies) of such

"key man" life insurance.

 

 

                                       4

<PAGE>

 

            4.5 Other Benefits.  Executive shall also be eligible to participate

in any life and health  insurance  programs that the Company makes  available to

all of its executives of similar seniority.  Executive shall also be eligible to

receive  discretionary  performance  based bonuses as approved and authorized by

the Compensation  Committee,  including any incentive stock programs approved by

ACT's shareholders.

 

            4.6 Business Expenses.  Executive will be reimbursed,  in accordance

with the Company's expense reimbursement policy, for business expenses that have

been  pre-approved by the Board or the ACT CEO 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.

 

            4.7  Vacation.  Executive  shall be  entitled to take up to four (4)

weeks of 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.

 

      5. No Competitive Activities; Confidentiality; Invention

 

            5.1  General  Restriction.  During the  Employment  Period and for a

period  of  two  (2)  years  thereafter  (the  "Restricted  Period"),  Executive

covenants  and  agrees  that,