STOCKHOLDERS AGREEMENT

THIS STOCKHOLDERS AGREEMENT (this "Agreement") is entered into as of the 2nd day of May, 1997, among the stockholders listed on Exhibit A hereto (each such stockholder individually a "Stockholder" and collectively the "Stockholders").



WITNESSETH:



WHEREAS, each Stockholder owns the number of shares of the common stock of Advanced Communication Systems, Inc. (the "Company") (the common stock of the Company referred to herein as the "Stock" or "Shares"), in such number as is listed on Exhibit A;



WHEREAS, the Stockholders desire to promote their mutual interests and the interests of the Company by imposing certain restrictions and obligations on themselves with respect to the Stock; and



WHEREAS, the Stockholders hereto believe that it is in their mutual best interests to provide for continuity and harmony in the management and policies of the Company;



NOW THEREFORE, in consideration of the mutual agreements and covenants contained herein, the Stockholders hereby agree as follows:



1. Voting of Shares.



(a) Board of Directors.



(i) In any and all elections of directors of the Company (whether at a meeting or by written action in lieu of a meeting), each Stockholder shall vote or cause to be voted all Shares owned by him, her or it, or over which he, she or it has voting control, and otherwise use his, her or its best efforts to cause the Board of Directors to fix the number of directors of the Company at five and to elect (y) George A. Robinson ("Robinson"), Charles G. Martinache ("Martinache") and Thomas A. Costello (together with Robinson and Martinache, the "Principals") as members of the Board of Directors and (z) two Outside Directors as required for listing the Stock on the Nasdaq National Market, which Outside Directors shall be designated by a majority of the Principals. "Outside Directors" shall mean persons other than officers or employees of the Company or its subsidiaries or any other individuals having a relationship which, in the opinion of the Company's Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.



Notwithstanding the foregoing, until such time as the Principals give notice of their desire to appoint additional directors, the number of directors shall be three (the number of directors authorized as of the date hereof by the Company's bylaws).



(ii) No Stockholder shall vote to remove any of the Principals, except for bad faith or willful misconduct. The seat of any director who resigns, is removed or dies while serving in such capacity, shall be filled by a designee of the remaining Stockholders.





(b) Other Matters.



(i) In any and all other matters of the Company which are submitted to a vote by the Company's stockholders (whether at a meeting or by written action in lieu of a meeting), each Stockholder shall vote or cause to be voted all Shares owned by him, her or it, or over which he, she or it has voting control, and otherwise use his, her or its best efforts to approve that action upon which a majority of the Stockholders shall have agreed in accordance with clause (ii) below.



(ii) Prior to the date of any meeting at which a stockholder vote is permitted or required, the Stockholders shall separately vote upon each and every action which will be submitted to the vote of the Company's stockholders. The number of votes to which each Stockholder is entitled shall be equal to the number of votes to which he, she or it is entitled under the Company's Certificate of Incorporation or Bylaws, as amended from time to time.



2. Applicability to Stock Splits, Stock Dividends, etc. If from time to time there is a stock split-up, stock dividend, stock distribution or other reclassification of the Stock, any and all new, substituted or additional securities to which each Stockholder is entitled by reason of his, her or its ownership of Shares shall be immediately subject to the provisions of this Agreement in the same manner and to the same extent as the Shares.



3. Representations and Warranties. Each Stockholder represents and warrants that (a) such Stockholder is the record owner of the number of Shares set forth opposite his, her or its name on Exhibit A hereto, (b) this Agreement has been duly authorized, executed and delivered by such Stockholder and constitutes the valid and binding obligation of such Stockholder, enforceable in accordance with its terms, and (c) such Stockholder has not granted and is not a party to any proxy, voting trust or other arrangement which is inconsistent with, conflicts with or violates any provision of this Agreement. In addition, no Stockholder shall grant any proxy or become party to ...