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FORM OF TAX INDEMNIFICATION

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FORM OF TAX INDEMNIFICATION AGREEMENT



THIS TAX INDEMNIFICATION AGREEMENT, dated as of this ___ day of June, 1997, is entered into by Advanced Communication Systems, Inc., a Delaware corporation (the "Company"), and George A. Robinson, Charles G. Martinache, Thomas A. Costello, Barbara Robinson, Helen Martinache, Margaret M. Costello, the Robinson 1997 Trust No. 1, the Robinson 1997 Trust No. 2, the Martinache 1997 Trust No. 1, the Martinache 1997 Trust No. 2, the Costello 1997 Trust No. 1, the Costello 1997 Trust No. 2, Sharon K. Angelone, Alvin L. Franson, Terrence E. Hileman, Jr., Diane M. Hileman, William Hoffman, Diane Hoffman, Warren C. Willis and Douglas A. Benzel (individually, a "Stockholder" and collectively, the "Stockholders");



RECITALS:



WHEREAS, the Stockholders hold all of the outstanding shares of the Company's Common Stock, par value $.01 per share (the "Common Stock").



WHEREAS, the Company has elected to be taxed as an S corporation under the Code.



WHEREAS, the Company is now contemplating offering and selling shares of its Common Stock to the public (the "Public Offering").



WHEREAS, the Company plans, just prior to the completion of the Public Offering, to terminate its S corporation election.



WHEREAS, after the termination of the Company's S corporation election, the Stockholders individually will continue to be liable for their own federal, state, and local income taxes on the Company's Tax Items that pass through to the Stockholders under the provisions of Subchapter S of the Code and any similar provisions of state and local law for all periods prior to the time the Company ceases to be an S Corporation. The Company will be subject to a corporate level tax under Subchapter C of the Code and certain state and local taxing statutes for periods thereafter. The purpose of this Agreement is to set forth the agreement of the Company and the Stockholders with respect to certain adjustments to the federal, state and local personal income tax liability of the Stockholders attributable to Tax Items of the Comply that pass through to the Stockholders under the provisions of Subchapter S of the Code and any similar provisions of state and local law for periods during which the Company is an S Corporation.



NOW, THEREFORE, for good and valuable consideration, the receipt and legal sufficiency of which hereby are acknowledged, the parties agree as follows: Article I





Section 1.1 For purposes of this Agreement the following definitions shall apply:



(a) "Adjustment" shall mean any proposed or final change in any S Corporation Tax Liability initiated by the IRS, state or local taxing authority or any other relevant taxing authority.



(b) "Code" shall mean the Internal Revenue Code of 1986, as amended and in effect for the taxable period in question.



(c) "Final Determination" shall mean the final resolution of any Income Tax liability (including all related interest and penalties) for a taxable period. A Final Determination shall result from the first to occur of:



(i) the expiration of thirty (30) days after IRS acceptance of a

Waiver, unless, within such period, the taxpayer gives notice to the other

party of the taxpayer's intention to attempt to recover all or part of any

amount paid pursuant to the Waiver by the filing of a timely claim for

refund;



(ii) a decision, judgment, decree or other order by a court of

competent jurisdiction that is not subject to further judicial review (by

appeal or otherwise) and has become final;



(iii) the execution of a closing agreement under section 7121 of the

Code or the acceptance by the IRS or its counsel of an offer in

compromise under section 7122 of the Code or comparable agreements under

the laws of other jurisdictions;



(iv) the expiration of the time for filing a claim for refund or for

instituting suit in respect of a claim for refund disallowed in whole or

part by the IRS or other relevant taxing authority;



(v) any other final disposition of the tax liability for such period

by reason of the expiration of the applicable statute of limitations; or



(vi) any other event that the parties agree is a final and

irrevocable determination of the liability at issue.



(d) "Income Tax" shall mean federal income taxes and state and local taxes imposed upon, or measured by, income. Income Tax includes interest, penalties, additions to tax and additional amounts and any related professional or other expenses.



(e) "IRS" shall mean the United States Internal Revenue Service or any successor, including, but not limited to, its agents, representatives and attorneys.







(f) "Pro Rata Share" shall mean each Stockholder's proportionate share of Common Stock owned on the relevant date or held during the relevant period, which proportionate share shall be a fraction, the numerator of which is the number of shares of Common Stock held by the Stockholder on the relevant date or during the relevant period and the denominator of which is the number of shares of Common Stock held by all Stockholders as of the relevant date or during the relevant period.



(g) "S Corporation" shall mean an S Corporation within the meaning of section 1361 of the Code.



(h) "S Corporation Tax Liability" shall mean the personal Income Tax liability of a Stockholder for Income Taxes attributable to (a) the Company's Tax Items that pass through to the Stockholder under the provisions of Subchapter S of the Code and any similar provisions of state and local law or (b) a Stockholder's receipt of indemnity payments hereunder.



(i) "Tax Benefit" shall mean a reduction in the personal Income Tax liability of a Stockholder (as a result of Tax Items of the Company and all other Tax Items reflected on the Stockholder's tax return) for any taxable period. The Stockholder shall be deemed to have realized or received a Tax Benefit from a Tax Item in a taxable period only if and to the extent that the Stockholder's personal Income Tax liability for such period is less than it would have been if such liability were determined without regard to such Tax Item. The Stockholder shall be deemed to have realized or received a Tax Benefit with respect to a carryover only if, when and to the extent the carryover is used to produce a Tax Benefit.



(j) "Tax Item" shall mean any item of income, gain, loss, deduction, credit, recapture of credit, or any other item which increases or decreases Income Taxes paid or payable by the Stockholder (when the Company is an S Corporation) or by the Company.



(k) "Waiver" shall mean a Waiver of Restrictions on Assessment and Collection of Deficiency in Tax and Acceptance of Overassessment on Federal Revenue Form 870 or 870-AD (or any successor comparable form or the expiration of a comparable period with respect to any comparable agreement or form under the laws of other jurisdictions).



Article II



INDEMNIFICATION FOR CERTAIN TAXES



Section 2.1 Each Stockholder severally, but not jointly, shall pay to the Company an amount equal to any Tax Benefit realized or received by such Stockholder arising from an Adjustment with respect to a Tax Item of the Company for any taxable period in which the Company was taxable as an S Corporation.



Section 2.2 If, based on a Final Determination, the Company is deemed to have been a C corporation for federal, s
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