Registration Statement No. - 333 -_________________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                      ------------------------------------

                                    FORM S-8
             Registration Statement Under the Securities Act of 1933
                      ------------------------------------

                           EXIGENT INTERNATIONAL, INC.
               (Exact name of issuer as specified in its articles)

 Delaware                                                       59-3379927
(State or other jurisdic-                                   (I.R.S. Employer
 tion of incorporation)                                    Identification No.)

                                 1225 Evans Road
                          Melbourne, Florida 32904-2314
                                 (407) 952-7550
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive office)

                           Exigent International, Inc.
                     Omnibus Stock Option and Incentive Plan
                            (Full title of the plan)

                                Stuart P. Dawley
                   Executive Vice President - General Counsel
                           Exigent International, Inc.
                                 1225 Evans Road
                          Melbourne, Florida 32904-2314
                                 (407) 952-7550
            (Name, address, including zip code, and telephone number,
              including area code, of agent for service of process)

     Copies of all  communications,  including  all  communications  sent to the
agent for service, should be sent to:

                               John G. Igoe, Esq.
                                Edwards & Angell
                               250 Royal Palm Way
                            Palm Beach, Florida 33480
                                 (561) 833-7700

If any of the  securities  being  registered on this form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, check the following box. [X]

Approximate  Date of Commencement of Proposed Sale to Public:  From time to time
after the effective date of this Registration Statement.

                                                         Exhibit Index on Page 8


<PAGE>


<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE



Title of Securities                              Proposed maximum            Proposed maximum              Amount of
to be registered    Amount to be registered  offering price per unit (1)  aggregate offering price (1)  registration fee
================   =======================  ===========================  ============================  ==================



Common Stock, $.01 par
<S>                          <C>                         <C>                         <C>                  <C> 
value per share          2,500,000 shares               $4.0625                      $10,156,250         $2,823.44
                         =================              ========                     ============        =========

         (1) The price is estimated in accordance  with Rule 457(h)(1) under the
         Securities  Act  of  1933,  as  amended,  solely  for  the  purpose  of
         calculating the registration  fee, based on the average of the high and
         low  prices of the Common  Stock as  reported  on the  Nasdaq  SmallCap
         Market on March 25, 1999.


</TABLE>


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.               Incorporation of Documents by Reference

         The  following  documents  filed by Exigent  International,  Inc.  (the
"Company")  are  incorporated  herein  by  reference,  except as  superseded  or
modified herein as described below:

           (a) The  Company's  latest  Annual  Report filed on Form 10-K for the
fiscal year ended December 31, 1998.

           (b) The description of the Company's Common Stock contained in Item 1
of the Company's Registration Statement on Form 8-A dated October 16, 1997.

In addition to the foregoing,  all documents  subsequently  filed by the Company
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, prior to the filing of a post-effective  amendment to this Registration
Statement indicating that all of the securities offered hereunder have been sold
or  deregistering  all securities then remaining  unsold,  shall be deemed to be
incorporated by reference in this  Registration  Statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated  or deemed to be  incorporated  by reference  in this  Registration
Statement  shall be deemed to be modified  or  superseded  for  purposes of this
Registration Statement to the extent that a statement contained herein or in any
subsequently  filed  document  that is or is deemed to be also  incorporated  by
reference  herein  modifies or  supersedes  such  statement.  Any  statement  so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.               Description of Securities

                      See Item 3(b) above.

Item 5.               Interests of Named Experts and Counsel

                      Not Applicable



<PAGE>


Item 6.               Indemnification of Directors and Officers


Officers and  directors of the Company are covered by certain  provisions of the
Delaware General Corporation Law and the Certificate of Incorporation and Bylaws
of the Company,  which serve to limit, and, in certain  instances,  to indemnify
them against, liabilities which they may incur in such capacities.

The Company's Certificate of Incorporation limits the liability of its directors
to the Company or its shareholders  (in their capacity as directors,  but not in
their  capacity as officers) to the fullest  extent  permitted by Delaware  law.
Specifically,  the  directors of the Company will not be  personally  liable for
monetary damages for breach of a director's fiduciary duty as a director, except
for  liability  (i) for any  breach of the  director's  duty of  loyalty  to the
Company or its  shareholders,  (ii) for acts or  omissions  not in good faith or
which involve  intentional  misconduct or a knowing  violation of law, (iii) for
unlawful payments of dividends or unlawful stock repurchases or redemptions,  or
(iv) for any transaction  from which the director  derived an improper  personal
benefit.

The Company's  Certificate of Incorporation  provides that the Company indemnify
its directors or officers,  former directors or officers, and any person who may
have served at its request as a director  or officer of another  corporation  in
which it owns  shares  of  capital  stock or of which it is a  creditor  against
expenses  incurred by them in connection with the defense of any action in which
they are parties by reason of being or having been  directors or officers of the
Company, or of such other corporation, except in relation to matters as to which
any such person is liable for  negligence or misconduct  in the  performance  of
duty.

Except  in an action by or in the right of the  Company,  the  Company's  Bylaws
provide that the Company  indemnify  directors  and officers (as well as certain
other  persons)  if such person  acted in good faith and in a manner  reasonably
believed to be in or not opposed to the best interests of the Company, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
the  conduct  was  unlawful.  No  indemnification  may be made in respect of any
matter as to which  such  person  shall have been  adjudged  to be liable to the
Company  unless and only to the extent  that the court in which such  action was
brought  determines upon application that, despite the adjudication of liability
but in view of all the  circumstances  of the case,  such  person is fairly  and
reasonably entitled to indemnity for such expenses which the court deems proper.
The Company's Bylaws also provide that any indemnification  (unless ordered by a
court) may be made by the Company only as authorized in the specific case upon a
determination that  indemnification is proper in the circumstances  because such
person has met the applicable  standard of conduct.  Such  determination must be
made (i) by the Board of Directors by a majority vote of a quorum  consisting of
directors  who were not  parties  to such  action,  (ii) if such a quorum is not
obtainable,  or,  even if  obtainable  a quorum of  disinterested  directors  so
directs,  by  independent  legal counsel in a written  opinion,  or (iii) by the
shareholders of the Company. To the extent,  however, that an indemnified person
has been  successful  on the  merits  or  otherwise  in  defense  of any  action
described  above, or in the defense of any matter therein,  such person shall be
indemnified against expenses (including  attorneys' fees) incurred in connection
therewith, without the necessity of authorization in the specific case. Expenses
incurred in defending or  investigating  a threatened  or pending  action may be
paid by the  Company in advance of the final  disposition  of such  action  upon
receipt  of an  undertaking  by  such  person  to  repay  such  amount  if it is
ultimately  determined that  indemnification is not proper. The  indemnification
and  advancement  of expenses  provided by or granted  pursuant to the Company's
Bylaws  are  not   exclusive  of  any  other  rights  to  which  those   seeking
indemnification  or  advancement  of expenses  may be entitled  under any bylaw,
agreement,   contract,  vote  of  shareholders  or  disinterested  directors  or
otherwise,  it being the Company's  policy that  indemnification  of the persons
specified  in the Bylaws shall be made to the fullest  extent  permitted by law.
The  indemnification  and  advancement  of expenses  provided  by the  Company's
Bylaws, unless otherwise provided when authorized or ratified,  continue as to a
person who has ceased to be a director  or officer  and inure to the  benefit of
the heirs, executors and administrators of such person.

The Company carries directors' and officers' liability insurance.


Item 7.               Exemption from Registration Claimed

                      Not Applicable.

Item 8.               Exhibits

         A list of the exhibits included as part of this Registration  Statement
is set forth in the Exhibit Index which  immediately  precedes such exhibits and
is hereby incorporated by reference herein.



<PAGE>




Item 9.               Undertakings

           (a)      The undersigned registrant hereby undertakes:

                     (1)         To file,  during any period in which  offers or
                                 sales  are   being   made,   a   post-effective
                                 amendment to this registration statement:

                               (i)   To include any prospectus required by
                                   section 10(a)(3) of the Securities Act of
                                   1933;

                             (ii)  To reflect in the prospectus any facts or
                                   events arising after the effective date of
                                   the registration statement (or the most
                                   recent post-effective amendment thereof)
                                   which, individually or in the aggregate,
                                   represent a fundamental change in the
                                   information set forth in the registration
                                   statement (or the most recent post-effective
                                   amendment thereto); and

                             (iii)  To include any material  information
                                    with   respect   to  the   plan   of
                                    distribution      not     previously
                                    disclosed   in   the    registration
                                    statement or any material  change to
                                    such information in the registration
                                    statement;

           provided,  however,  that  paragraphs (i) and (ii) shall not apply if
           the information required to be included in a post-effective amendment
           by those  paragraphs  is contained in periodic  reports  filed by the
           Company  pursuant to Section 13 or Section  15(d) of the Exchange Act
           that are incorporated by reference in this registration statement.

                     (2)    That, for the purpose of determining any liability
                            under the Securities Act of 1933, each such
                            post-effective amendment shall be deemed to be a new
                            registration statement relating to the securities
                            offered therein, and the offering of such securities
                            at that time shall be deemed to be the initial bona
                            fide offering thereof.

                     (3)    To  remove  from  registration  by  means  of a
                            post-effective  amendment any of the securities
                            being  registered  which  remain  unsold at the
                            termination of the offering.

           (b) The undersigned  registrant  hereby undertakes that, for purposes
           of determining  any liability  under the Securities Act of 1933, each
           filing of the registrant's annual report pursuant to Section 13(a) or
           Section  15(d) of the  Securities  Exchange  Act of 1934 (and,  where
           applicable,  each filing of an employee  benefit plan's annual report
           pursuant to Section  15(d) of the  Securities  Exchange  Act of 1934)
           that is incorporated by reference in the registration statement shall
           be  deemed  to  be a  new  registration  statement  relating  to  the
           securities  offered  therein,  and the offering of such securities at
           that  time  shall be  deemed to be the  initial  bona  fide  offering
           thereof.

           (c) The undersigned  registrant hereby undertakes to deliver or cause
           to be  delivered  with the  prospectus,  to each  person  to whom the
           prospectus is sent or given, a copy of the registrant's annual report
           to  stockholders  for  its  last  fiscal  year,  unless  such  person
           otherwise  has  received  a copy of such  report,  in which  case the
           registrant  shall  state  in the  prospectus  that it  will  promptly
           furnish,  without charge,  a copy of such report upon written request
           from the person.



<PAGE>




           (d) Insofar as  indemnification  for  liabilities  arising  under the
           Securities  Act of 1933 may be permitted to  directors,  officers and
           controlling  persons  of the  registrant  pursuant  to the  foregoing
           provisions, or otherwise, the registrant has been advised that in the
           opinion   of   the   Securities   and   Exchange    Commission   such
           indemnification   is  against  public  policy  as  expressed  in  the
           Securities Act of 1933 and is, therefore, unenforceable. In the event
           that a claim for indemnification against such liabilities (other than
           the  payment by the  registrant  of  expenses  incurred  or paid by a
           director,  officer,  or  controlling  person of the registrant in the
           successful defense of any action,  suit or proceeding) is asserted by
           such director,  officer,  or controlling  person of the registrant in
           connection with the securities being registered, the registrant will,
           unless in the opinion of its  counsel the matter has been  settled by
           controlling precedent,  submit to a court of appropriate jurisdiction
           the question  whether such  indemnification  by it is against  public
           policy  as  expressed  in the  Securities  Act of  1933  and  will be
           governed by the final adjudication of such issue.



<PAGE>




                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Melbourne, State of Florida on March 24, 1999.

                                                    EXIGENT INTERNATIONAL, INC.

                                                    By: /s/ Bernard R. Smedley
                                                       -------------------------
                                                       Bernard R. Smedley
                                                       Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE  PRESENTS,  that each individual  whose signature  appears
below  constitutes  and appoints the Chairman and Chief Executive  Officer,  the
Chief Financial Officer, or the Secretary,  or any of them, acting alone, as his
true and lawful  attorney-in-fact  and agent with full power of substitution and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement,  and to file the same with all exhibits thereto,
and all  documents in connection  therewith,  with the  Securities  and Exchange
Commission,  granting said  attorney-in-fact  and agent,  and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary  to be done in and about the  premises,  as fully to all  intents  and
purposes as he might or could do in person,  hereby ratifying and confirming all
that said  attorney-in-fact and agent or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated:

 Signature                       Title                                Date

/s/ Bernard R. Smedley                                           March 24, 1999
-------------------------
Bernard R. Smedley        Chief Executive Officer
                           and Chairman of the Board
                           of Directors

/s/ Jeffrey Weinress                                             March 24, 1999
-------------------------
Jeffery Weinress           Chief Financial Officer
                            and Principal Accounting Officer

/s/ Don F. Riordan                                               March 24, 1999
-------------------------
Don F. Riordan, Jr.        Director

/s/ Daniel J. Stark                                              March 24, 1999
-------------------------
Daniel J. Stark            Director

/s/ William K. Presley                                           March 24, 1999
-------------------------
William K. Presley         Director

/s/ Robert M. Janowiak                                           March 24, 1999
-------------------------
Robert M. Janowiak         Director

/s/ Arthur H. Collier                                            March 24, 1999
-------------------------
Arthur H. Collier          Director

/s/ Scott B. Helm                                                March 24, 1999
-------------------------
Scott B. Helm              Director

<PAGE>

                                  EXHIBIT INDEX





EXHIBIT                                                                PAGE
NUMBER                EXHIBIT                                          NUMBER

4.1       Exigent International, Inc. Omnibus Stock
          Option and Incentive Plan                                        9

5         Opinion of Edwards & Angell, LLP                                25

23.1      Consent of Ernst & Young LLP                                    27

23.2      Consent of Hoyman, Dobson & Company, P.A.                       28

23.3      Consent of Edwards & Angell, LLP (included in Exhibit 5).      N/A

24        Power of Attorney (included in signature page)                 N/A
[{"type": "S-8", "sequence": "1", "description": "OMNIBUS STOCK OPTION AND INCENTIVE PLAN", "secsgml_size_bytes": 21102}]
{"company-data": {"conformed-name": "EXIGENT INTERNATIONAL INC", "cik": "0001015854", "assigned-sic": "7373", "irs-number": "593379927", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75469", "film-number": "99585263"}, "business-address": {"street1": "1225 EVANS RD", "city": "MELBOURNE", "state": "FL", "zip": "32904-2314", "phone": "4079527550"}, "mail-address": {"street1": "1225 EVANS RD", "street2": "1225 EVANS RD", "city": "MELBOURNE", "state": "FL", "zip": "32904-2314"}}
Registration Statement No. - 333 -_________________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                      ------------------------------------

                                    FORM S-8
             Registration Statement Under the Securities Act of 1933
                      ------------------------------------

                           EXIGENT INTERNATIONAL, INC.
               (Exact name of issuer as specified in its articles)

 Delaware                                                       59-3379927
(State or other jurisdic-                                   (I.R.S. Employer
 tion of incorporation)                                    Identification No.)

                                 1225 Evans Road
                          Melbourne, Florida 32904-2314
                                 (407) 952-7550
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive office)

                           Exigent International, Inc.
                     Omnibus Stock Option and Incentive Plan
                            (Full title of the plan)

                                Stuart P. Dawley
                   Executive Vice President - General Counsel
                           Exigent International, Inc.
                                 1225 Evans Road
                          Melbourne, Florida 32904-2314
                                 (407) 952-7550
            (Name, address, including zip code, and telephone number,
              including area code, of agent for service of process)

     Copies of all  communications,  including  all  communications  sent to the
agent for service, should be sent to:

                               John G. Igoe, Esq.
                                Edwards & Angell
                               250 Royal Palm Way
                            Palm Beach, Florida 33480
                                 (561) 833-7700

If any of the  securities  being  registered on this form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, check the following box. [X]

Approximate  Date of Commencement of Proposed Sale to Public:  From time to time
after the effective date of this Registration Statement.

                                                         Exhibit Index on Page 8
CALCULATION OF REGISTRATION FEE

Title of Securities                              Proposed maximum            Proposed maximum              Amount of
to be registered    Amount to be registered  offering price per unit (1)  aggregate offering price (1)  registration fee
================   =======================  ===========================  ============================  ==================

Common Stock, $.01 par
value per share          2,500,000 shares               $4.0625                      $10,156,250         $2,823.44
                         =================              ========                     ============        =========

         (1) The price is estimated in accordance  with Rule 457(h)(1) under the
         Securities  Act  of  1933,  as  amended,  solely  for  the  purpose  of
         calculating the registration  fee, based on the average of the high and
         low  prices of the Common  Stock as  reported  on the  Nasdaq  SmallCap
         Market on March 25, 1999.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.               Incorporation of Documents by Reference

         The  following  documents  filed by Exigent  International,  Inc.  (the
"Company")  are  incorporated  herein  by  reference,  except as  superseded  or
modified herein as described below:

           (a) The  Company's  latest  Annual  Report filed on Form 10-K for the
fiscal year ended December 31, 1998.

           (b) The description of the Company's Common Stock contained in Item 1
of the Company's Registration Statement on Form 8-A dated October 16, 1997.

In addition to the foregoing,  all documents  subsequently  filed by the Company
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, prior to the filing of a post-effective  amendment to this Registration
Statement indicating that all of the securities offered hereunder have been sold
or  deregistering  all securities then remaining  unsold,  shall be deemed to be
incorporated by reference in this  Registration  Statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated  or deemed to be  incorporated  by reference  in this  Registration
Statement  shall be deemed to be modified  or  superseded  for  purposes of this
Registration Statement to the extent that a statement contained herein or in any
subsequently  filed  document  that is or is deemed to be also  incorporated  by
reference  herein  modifies or  supersedes  such  statement.  Any  statement  so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.               Description of Securities

                      See Item 3(b) above.

Item 5.               Interests of Named Experts and Counsel

                      Not Applicable
Item 6.               Indemnification of Directors and Officers

Officers and  directors of the Company are covered by certain  provisions of the
Delaware General Corporation Law and the Certificate of Incorporation and Bylaws
of the Company,  which serve to limit, and, in certain  instances,  to indemnify
them against, liabilities which they may incur in such capacities.

The Company's Certificate of Incorporation limits the liability of its directors
to the Company or its shareholders  (in their capacity as directors,  but not in
their  capacity as officers) to the fullest  extent  permitted by Delaware  law.
Specifically,  the  directors of the Company will not be  personally  liable for
monetary damages for breach of a director's fiduciary duty as a director, except
for  liability  (i) for any  breach of the  director's  duty of  loyalty  to the
Company or its  shareholders,  (ii) for acts or  omissions  not in good faith or
which involve  intentional  misconduct or a knowing  violation of law, (iii) for
unlawful payments of dividends or unlawful stock repurchases or redemptions,  or
(iv) for any transaction  from which the director  derived an improper  personal
benefit.

The Company's  Certificate of Incorporation  provides that the Company indemnify
its directors or officers,  former directors or officers, and any person who may
have served at its request as a director  or officer of another  corporation  in
which it owns  shares  of  capital  stock or of which it is a  creditor  against
expenses  incurred by them in connection with the defense of any action in which
they are parties by reason of being or having been  directors or officers of the
Company, or of such other corporation, except in relation to matters as to which
any such person is liable for  negligence or misconduct  in the  performance  of
duty.

Except  in an action by or in the right of the  Company,  the  Company's  Bylaws
provide that the Company  indemnify  directors  and officers (as well as certain
other  persons)  if such person  acted in good faith and in a manner  reasonably
believed to be in or not opposed to the best interests of the Company, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
the  conduct  was  unlawful.  No  indemnification  may be made in respect of any
matter as to which  such  person  shall have been  adjudged  to be liable to the
Company  unless and only to the extent  that the court in which such  action was
brought  determines upon application that, despite the adjudication of liability
but in view of all the  circumstances  of the case,  such  person is fairly  and
reasonably entitled to indemnity for such expenses which the court deems proper.
The Company's Bylaws also provide that any indemnification  (unless ordered by a
court) may be made by the Company only as authorized in the specific case upon a
determination that  indemnification is proper in the circumstances  because such
person has met the applicable  standard of conduct.  Such  determination must be
made (i) by the Board of Directors by a majority vote of a quorum  consisting of
directors  who were not  parties  to such  action,  (ii) if such a quorum is not
obtainable,  or,  even if  obtainable  a quorum of  disinterested  directors  so
directs,  by  independent  legal counsel in a written  opinion,  or (iii) by the
shareholders of the Company. To the extent,  however, that an indemnified person
has been  successful  on the  merits  or  otherwise  in  defense  of any  action
described  above, or in the defense of any matter therein,  such person shall be
indemnified against expenses (including  attorneys' fees) incurred in connection
therewith, without the necessity of authorization in the specific case. Expenses
incurred in defending or  investigating  a threatened  or pending  action may be
paid by the  Company in advance of the final  disposition  of such  action  upon
receipt  of an  undertaking  by  such  person  to  repay  such  amount  if it is
ultimately  determined that  indemnification is not proper. The  indemnification
and  advancement  of expenses  provided by or granted  pursuant to the Company's
Bylaws  are  not   exclusive  of  any  other  rights  to  which  those   seeking
indemnification  or  advancement  of expenses  may be entitled  under any bylaw,
agreement,   contract,  vote  of  shareholders  or  disinterested  directors  or
otherwise,  it being the Company's  policy that  indemnification  of the persons
specified  in the Bylaws shall be made to the fullest  extent  permitted by law.
The  indemnification  and  advancement  of expenses  provided  by the  Company's
Bylaws, unless otherwise provided when authorized or ratified,  continue as to a
person who has ceased to be a director  or officer  and inure to the  benefit of
the heirs, executors and administrators of such person.

The Company carries directors' and officers' liability insurance.

Item 7.               Exemption from Registration Claimed

                      Not Applicable.

Item 8.               Exhibits

         A list of the exhibits included as part of this Registration  Statement
is set forth in the Exhibit Index which  immediately  precedes such exhibits and
is hereby incorporated by reference herein.
Item 9.               Undertakings

           (a)      The undersigned registrant hereby undertakes:

                     (1)         To file,  during any period in which  offers or
                                 sales  are   being   made,   a   post-effective
                                 amendment to this registration statement:

                               (i)   To include any prospectus required by
                                   section 10(a)(3) of the Securities Act of
                                   1933;

                             (ii)  To reflect in the prospectus any facts or
                                   events arising after the effective date of
                                   the registration statement (or the most
                                   recent post-effective amendment thereof)
                                   which, individually or in the aggregate,
                                   represent a fundamental change in the
                                   information set forth in the registration
                                   statement (or the most recent post-effective
                                   amendment thereto); and

                             (iii)  To include any material  information
                                    with   respect   to  the   plan   of
                                    distribution      not     previously
                                    disclosed   in   the    registration
                                    statement or any material  change to
                                    such information in the registration
                                    statement;

           provided,  however,  that  paragraphs (i) and (ii) shall not apply if
           the information required to be included in a post-effective amendment
           by those  paragraphs  is contained in periodic  reports  filed by the
           Company  pursuant to Section 13 or Section  15(d) of the Exchange Act
           that are incorporated by reference in this registration statement.

                     (2)    That, for the purpose of determining any liability
                            under the Securities Act of 1933, each such
                            post-effective amendment shall be deemed to be a new
                            registration statement relating to the securities
                            offered therein, and the offering of such securities
                            at that time shall be deemed to be the initial bona
                            fide offering thereof.

                     (3)    To  remove  from  registration  by  means  of a
                            post-effective  amendment any of the securities
                            being  registered  which  remain  unsold at the
                            termination of the offering.

           (b) The undersigned  registrant  hereby undertakes that, for purposes
           of determining  any liability  under the Securities Act of 1933, each
           filing of the registrant's annual report pursuant to Section 13(a) or
           Section  15(d) of the  Securities  Exchange  Act of 1934 (and,  where
           applicable,  each filing of an employee  benefit plan's annual report
           pursuant to Section  15(d) of the  Securities  Exchange  Act of 1934)
           that is incorporated by reference in the registration statement shall
           be  deemed  to  be a  new  registration  statement  relating  to  the
           securities  offered  therein,  and the offering of such securities at
           that  time  shall be  deemed to be the  initial  bona  fide  offering
           thereof.

           (c) The undersigned  registrant hereby undertakes to deliver or cause
           to be  delivered  with the  prospectus,  to each  person  to whom the
           prospectus is sent or given, a copy of the registrant's annual report
           to  stockholders  for  its  last  fiscal  year,  unless  such  person
           otherwise  has  received  a copy of such  report,  in which  case the
           registrant  shall  state  in the  prospectus  that it  will  promptly
           furnish,  without charge,  a copy of such report upon written request
           from the person.
(d) Insofar as  indemnification  for  liabilities  arising  under the
           Securities  Act of 1933 may be permitted to  directors,  officers and
           controlling  persons  of the  registrant  pursuant  to the  foregoing
           provisions, or otherwise, the registrant has been advised that in the
           opinion   of   the   Securities   and   Exchange    Commission   such
           indemnification   is  against  public  policy  as  expressed  in  the
           Securities Act of 1933 and is, therefore, unenforceable. In the event
           that a claim for indemnification against such liabilities (other than
           the  payment by the  registrant  of  expenses  incurred  or paid by a
           director,  officer,  or  controlling  person of the registrant in the
           successful defense of any action,  suit or proceeding) is asserted by
           such director,  officer,  or controlling  person of the registrant in
           connection with the securities being registered, the registrant will,
           unless in the opinion of its  counsel the matter has been  settled by
           controlling precedent,  submit to a court of appropriate jurisdiction
           the question  whether such  indemnification  by it is against  public
           policy  as  expressed  in the  Securities  Act of  1933  and  will be
           governed by the final adjudication of such issue.
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Melbourne, State of Florida on March 24, 1999.

                                                    EXIGENT INTERNATIONAL, INC.

                                                    By: /s/ Bernard R. Smedley
                                                       -------------------------
                                                       Bernard R. Smedley
                                                       Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE  PRESENTS,  that each individual  whose signature  appears
below  constitutes  and appoints the Chairman and Chief Executive  Officer,  the
Chief Financial Officer, or the Secretary,  or any of them, acting alone, as his
true and lawful  attorney-in-fact  and agent with full power of substitution and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement,  and to file the same with all exhibits thereto,
and all  documents in connection  therewith,  with the  Securities  and Exchange
Commission,  granting said  attorney-in-fact  and agent,  and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary  to be done in and about the  premises,  as fully to all  intents  and
purposes as he might or could do in person,  hereby ratifying and confirming all
that said  attorney-in-fact and agent or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated:

 Signature                       Title                                Date

/s/ Bernard R. Smedley                                           March 24, 1999
-------------------------
Bernard R. Smedley        Chief Executive Officer
                           and Chairman of the Board
                           of Directors

/s/ Jeffrey Weinress                                             March 24, 1999
-------------------------
Jeffery Weinress           Chief Financial Officer
                            and Principal Accounting Officer

/s/ Don F. Riordan                                               March 24, 1999
-------------------------
Don F. Riordan, Jr.        Director

/s/ Daniel J. Stark                                              March 24, 1999
-------------------------
Daniel J. Stark            Director

/s/ William K. Presley                                           March 24, 1999
-------------------------
William K. Presley         Director

/s/ Robert M. Janowiak                                           March 24, 1999
-------------------------
Robert M. Janowiak         Director

/s/ Arthur H. Collier                                            March 24, 1999
-------------------------
Arthur H. Collier          Director

/s/ Scott B. Helm                                                March 24, 1999
-------------------------
Scott B. Helm              Director
EXHIBIT INDEX

EXHIBIT                                                                PAGE
NUMBER                EXHIBIT                                          NUMBER

4.1       Exigent International, Inc. Omnibus Stock
          Option and Incentive Plan                                        9

5         Opinion of Edwards & Angell, LLP                                25

23.1      Consent of Ernst & Young LLP                                    27

23.2      Consent of Hoyman, Dobson & Company, P.A.                       28

23.3      Consent of Edwards & Angell, LLP (included in Exhibit 5).      N/A

24        Power of Attorney (included in signature page)                 N/A