ABLE TELCOM HOLDING CORP, 8-K, 1995-12-22

ABLE TELCOM HOLDING CORP
8-K, 1995-12-22
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<PAGE> 1

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

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report: December 21, 1995

ABLE TELCOM HOLDING CORP.
-------------------------
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C> <C>
FLORIDA 0-21986 65-0013218
------- ------- ----------
(State or other (Commission (IRS Employer
jurisdiction of File No.) Identification
incorporation) No.)
</TABLE>

1601 FORUM PLACE
SUITE 1110
WEST PALM BEACH, FLORIDA 33401
(Address of principal executive offices)

407-688-0400
------------
(Registrant's telephone number, including area code)

<PAGE> 2

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.

On December 8, 1995, the Registrant, through its wholly-owned
subsidiary H.C. Investments, Inc., completed the acquisition of all of the
issued and outstanding stock of H. C. Connell, Inc. ("Connell"), a Florida
corporation, from H.C. and Lois Connell, for a combination of cash and
promissory notes. The purchase price for the stock of Connell was
approximately $2.2 million and was composed of: $500,000 in cash; a $1,465,074
promissory note due and payable on June 8, 1996, bearing interest at 6%; and a
$250,000 promissory note due and payable on December 8, 1996, bearing interest
at prime plus 1% (effective rate on December 8, 1996-9.75%). The purchase
price was determined by arms-length negotiations between the sellers and the
Registrant and is subject to adjustment based on certain post-closing events.

The Registrant obtained the cash portion of the purchase price through
the issuance of two promissory notes in the amount of $250,000 each to Messrs.
Bill B. Caudill and Frazier Gaines, both Directors of the Company. Messrs.
Caudill's and Gaines' notes are due and payable on June 8, 1996, and bear
interest prime plus 1%. As additional consideration for the loans, the
Registrant has agreed to sell to each of Messrs. Caudill and Gaines 5,000
shares of the Registrant's common stock for $.001 per share. The closing
market price for the Registrant's common stock on the Nasdaq National Market
System on December 8, 1995 was $7.1875 per share.

Connell, which is headquartered in Leesburg, Florida, has
approximately 225 employees and is a provider of services to telephone
operators, a power company and various other utility providers in Central
Florida. Connell will continue to operate separately as part of the
Registrant's telecommunication services division. H.C. Connell, the founder of
the company, will remain with the company as a consultant for a period of three
years. In addition, Connell has entered into a three-year, triple net lease
with Mr. Connell for a facility in Leesburg, Florida at an annual base rent of
$57,600. Connell had fiscal 1995 revenues of approximately $12.4 million.

ITEM 5. OTHER EVENTS.

Effective November 29, 1995 the Registrant and SunTrust Bank, South
Florida, N.A. ("SunTrust") entered into a Term Loan and Revolving Line of
Credit Facility with a total aggregate value of $12,500,000 (the "Credit
Facility"). The Credit Facility is comprised of the following components: (i)
a $6,000,000 revolving line of credit (the "Line of Credit"), (ii) a $2,500,000
equipment loan facility (the "Equipment Loan Facility"), (iii) a Term A loan in
the amount of $2,750,000 (the "Term A Loan"), and (iv) a Term B loan in the
amount of $1,250,000 (the "Term B Loan"). The Line of Credit, the Term A Loan
and the Term B Loan are each evidenced by separate promissory notes with
varying maturities. The Equipment Facility will be evidenced by individual
promissory notes equal to the amount of each Equipment Loan Facility draw made
by Registrant. Each loan will accrue interest at either SunTrust's prime rate
or, at the Registrant's election, and pursuant to the terms and conditions of
the Term

2
<PAGE> 3

Loan, Revolving Credit and Security Agreement governing the Credit Facility,
the one (1) month LIBOR rate, plus 2 and 7/8ths percent. Proceeds from the
Term A, Term B and a portion of the proceeds from the Credit Line were used to
refinance existing debt of the Registrant with First Union National Bank of
Florida, Merrill Lynch Business Financial Services, Inc., Merrill Lynch
International Bank, Ltd. and Central Fidelity National Bank. The balance of
the Line of Credit will be used by Registrant for its working capital needs.
The Equipment Facility will be used to purchase equipment used by Registrant in
its business.

The Credit Facility contains covenants which require among other
conditions that the Registrant maintain tangible net worth funded debt and debt
service amounts. In addition, the Registrant is restricted in its repayment
of notes in the principal amount of $1,307,970 due to its shareholders in
January, 1996. The Credit Facility also imposes restrictions on Registrant's
ability to lend money, guarantee debt, or acquire the assets or stock of other
businesses. For calculation of all financial covenants under the Credit
Facility, Registrant's acquisition of all of the outstanding stock of the
Connell has been excluded. The Credit Facility is guaranteed by the following
wholly owned subsidiaries of the Registrant: (i) Transportation Safety
Contractors of Virginia, Inc., (ii) Transportation Safety Contractors, Inc.,
(iii) Able Communications Services, Inc. f/k/a BCD Communications, Inc., and
(iv) TIPCO, Inc.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

<TABLE>
<S> <C>
(a) Financial Statements of H.C. Connell, Inc.

Report of Independent Auditors

Balance Sheets as of June 30, 1995 and June 30, 1994

Statements of Income and Retained Earnings for the Years Ended June 30, 1995 and 1994

Statements of Cash Flows for the Years Ended June 30, 1995 and 1994

Notes to Financial Statements

Schedules to Financial Statements

Report of Independent Auditors

Balance Sheets as of June 30, 1994 and June 30, 1993

Statements of Income and Retained Earnings for the Years Ended June 30, 1994 and 1993

Statements of Cash Flows for the Years Ended June 30, 1994 and 1993

Notes to Financial Statements
</TABLE>

3
<PAGE> 4

Schedules to Financial Statements

(b) Pro-forma Financial Information. It is impracticable for the
Registrant to provide the pro-forma financial information
required by Article II of Regulation S-X at this time. Such
information will be filed within 60 days of the date hereof
pursuant to an amendment to this Form 8-K.

10.1 Stock Purchase Agreement between the Registrant and
H.C. and Lois A. Connell, dated November 6, 1995.

10.2 Amendment to Stock Purchase Agreement between the
Registrant and H.C. and Lois A. Connell, dated
December 8, 1995.

10.3 Consulting Agreement between the Registrant and H. C.
Connell, dated December 1, 1995.

10.4 Form of $1,465,074 Promissory Note from H.C.
Investments, Inc. to H.C. and Lois Connell, dated
December 8, 1995.

10.5 Form of $250,000 Promissory Note from H.C.
Investments, Inc. to H.C. and Lois Connell, dated
December 8, 1995.

10.6 Form of $250,000 Promissory Note from H.C.
Investments, Inc. to Bill B. Caudill, dated December
8, 1995.

10.7 Form of $250,000 Promissory Note from H.C.
Investments, Inc. to Frazier Gaines, dated December
8, 1995.

10.8 Term Loan and Revolving Line of Credit Facility
between the Registrant and SunTrust Bank, South
Florida N.A. effective as of November 29, 1995.

4
<PAGE> 5

H. C. CONNELL, INC.
LEESBURG, FLORIDA

FINANCIAL STATEMENTS

YEARS ENDED JUNE 30, 1995 AND 1994
<PAGE> 6

H. C. CONNELL, INC.
INDEX TO FINANCIAL STATEMENTS
JUNE 30, 1995 AND 1994

____________________________________________________________

<TABLE>
<CAPTION>
PAGE
NUMBER
------
<S> <C>
Independent Auditor's Report ............................1

Balance Sheets ..........................................2

Statements of Income and Retained Earnings ..............4

Statements of Cash Flows ................................5

Notes to Financial Statements ...........................7

SCHEDULE 1 Schedule of Aged Accounts Receivable.....14

SCHEDULE 2 Schedule of Contracts in Progress........15

SCHEDULE 3 Schedule of Revenue and Construction
Costs...................................16

SCHEDULE 4 Schedule of Operating Expenses...........17

SCHEDULE 5 Schedule of Administrative Expenses......18

</TABLE>
<PAGE> 7

SHUMACKER, JOHNSTON & ROSS, PA
________________________________________________________________________________
Certified Public Accountant

J. Cecil Shumacker, CPA American Institute of
Robert E. Johnston, CPA Certified Public Accountants
W. Chet Ross, CPA INDEPENDENT AUDITOR'S REPORT

Florida Institute of
Certified Public Accountants

October 11, 1995

To the Director and Stockholders
H. C. Connell, Inc.
Leesburg, Florida

We have audited the accompanying balance sheets of H. C. Connell, Inc. as of
June 30, 1995 and 1994, and the related statements of income and retained
earnings, and cash flows for the years then ended. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of H. C. Connell, Inc. as of June
30, 1995 and 1994, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The accompanying supplementary information
contained in Schedules 1 through 5 is presented for purposes of additional
analysis and is not a required part of the basic financial statements. Such
information has been subjected to the auditing procedures applied in the audit
of the basic financial statements and in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.

/s/ Shumacker, Johnston & Ross, PA
----------------------------------
Shumacker, Johnston & Ross, PA

<PAGE> 8

H. C. CONNELL, INC.

BALANCE SHEETS
________________________________________________________________________

ASSETS
<TABLE>
<CAPTION>
JUNE 30,
1995 1994
------ ------
<S> <C> <C>
CURRENT ASSETS:
Cash $ 283,440 $ 461,837
Cash with Fiscal Agent (Note 7) 25,000 25,000
Receivables:
Accounts (Schedule 1) 1,413,255 1,365,707
Retainages - 91,801
Employee Loans 520 1,728
Deferred Income Taxes 32,700 1,000
Cost and Estimated Earnings in
Excess of Billings on Uncompleted
Contracts (Note 3) 97,570 162,833
---------- ----------

Total Current Assets 1,852,485 2,109,906

PROPERTY AND EQUIPMENT:
Building and Improvements 118,856 116,719
Furniture and Office Equipment 46,883 76,451
Construction Equipment 3,629,626 3,159,116
Vehicles and Trailers 1,684,171 1,195,390
---------- ----------

5,479,536 4,547,676
Less Accumulated Depreciation (3,373,137) (3,083,991)
---------- ----------

Net Property and Equipment 2,106,399 1,463,685

OTHER ASSETS:
Stockholder Loan (Note 6) 1,539 2,010
Deferred Expenses 17,911 20,107
Security Deposits 1,400 500
---------- ----------

Total Other Assets 20,850 22,617

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

Total Assets $3,979,734 $3,596,208
========== ==========

</TABLE>

See Accompanying Notes to Financial Statements
and Independent Auditor's Report

2
<PAGE> 9

H. C. CONNELL, INC.

BALANCE SHEETS
________________________________________________________________________

LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
JUNE 30,
1995 1994
------ ------
<S> <C> <C>
CURRENT LIABILITIES:
Accounts Payable $ 310,271 $ 451,671
Retainage Payable - 89,522
Accrued Payroll and Vacation 120,452 164,539
Workers Compensation Claims
Disposition Liability (Note 7) 85,000 -
Accrued Taxes 41,670 85,801
Dividend Payable 12,500 10,000
Bank Line of Credit (Note 2) 100,000 111,935
Billings in Excess of Costs and
Estimated Earnings on Uncompleted
Contracts (Note 3) - 18,904
Current Portion of Long-Term Debt
(Note 2) 430,121 182,868
---------- ----------

Total Current Liabilities 1,100,014 1,115,240

LONG-TERM DEBT (Note 2) 244,008 34,627

DEFERRED INCOME TAXES 264,800 219,300

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

Total Liabilities 1,608,822 1,369,167

STOCKHOLDERS' EQUITY:
Common Stock, $1 Par value,
10,000 shares authorized,
issued and outstanding 10,000 10,000
Retained Earnings 2,360,912 2,217,041
---------- ----------

Total Stockholders' Equity 2,370,912 2,227,041

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

Total Liabilities and Stock-
holders' Equity $3,979,734 $3,596,208
========== ==========

</TABLE>

See Accompanying Notes to Financial Statements
and Independent Auditor's Report

3
<PAGE> 10

H. C. CONNELL, INC.

STATEMENTS OF INCOME AND RETAINED EARNINGS
________________________________________________________________________

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
1995 1994
------ ------
<S> <C> <C>
CONTRACT REVENUES EARNED $12,441,071 $10,204,505

COSTS OF CONSTRUCTION 9,348,620 7,475,967
----------- -----------

Gross Profit (Schedule 3) 3,092,451 2,728,538

OPERATING EXPENSES (Schedule 4) 1,478,274 1,112,970
ADMINISTRATIVE EXPENSES (Schedule 5) 1,313,435 1,037,866
----------- -----------

Total Operating and Administrative
Expenses 2,791,709 2,150,836

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

Income from Operations 300,742 577,702

OTHER INCOME (EXPENSE):
Interest Income 7,461 13,945
Miscellaneous Income 29,320 19,993
Gain on Sale and Disposal of Assets 670 21,830
Workers Compensation Claims
Disposition Expense (Note 7) (85,000) -
----------- -----------

Total Other Income (Expense) (47,549) 55,768

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

Income Before Income Taxes 253,193 633,470

PROVISION FOR INCOME TAXES (Note 4):
Current Expense 83,022 210,743
Deferred Expense 13,800 32,100
----------- -----------

Total Provision for Income Taxes 96,822 242,843

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

NET INCOME 156,371 390,627

Retained Earnings, beginning of year 2,217,041 1,836,414
Dividends (12,500) (10,000)
----------- -----------

Retained Earnings, end of year $ 2,360,912 $ 2,217,041
=========== ===========

</TABLE>

See Accompanying Notes to Financial Statements
and Independent Auditor's Report

4
<PAGE> 11

H. C. CONNELL, INC.

STATEMENTS OF CASH FLOWS
________________________________________________________________________

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
1995 1994
------ ------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 156,371 $ 390,627
Adjustments to reconcile Net Income
to Net Cash Provided by Operating
Activities:
Depreciation 424,995 304,713
Gain on Disposal of Equipment (670) (21,830)
Decrease in Deferred Expenses 2,196 936
Increase in Security Deposits (900) -
Increase in Deferred Income Taxes 13,800 32,100
Changes in Current Assets and Liabilities:
Decrease in Receivables 44,253 254,381
Decrease in Prepaid Income Taxes - 5,904
(Increase) Decrease in Costs and
Estimated Earnings in Excess of
Billings on Uncompleted Contracts 65,263 (162,833)
Decrease in Accounts and Retainage
Payable (230,922) (206,337)
Increase (Decrease) in Accrued
Payroll and Vacation (44,087) 57,073
Increase in Workers Compensation
Claims Disposition Payable 85,000 -
Increase (Decrease) in Accrued Taxes (44,131) 60,628
Decrease in Billings in Excess of
Costs and Estimated Earnings on
Uncompleted Contracts (18,904) (44,591)
---------- ---------

Net Cash Provided by Operating
Activities 452,264 670,771

CASH FLOWS FROM INVESTING ACTIVITIES:
(Increase) Decrease in Employee Loans 1,208 (1,404)
Proceeds from Disposal of Equipment 11,800 24,030
Purchase of Property and Equipment (1,078,839) (611,362)
(Increase) Decrease in Loans to
Stockholder 471 (718)
---------- ---------

Net Cash Used in Investing
Activities (1,065,360) (589,454)

</TABLE>

See Accompanying Notes to Financial Statements
and Independent Auditor's Report

5
<PAGE> 12

H. C. CONNELL, INC.

STATEMENTS OF CASH FLOWS (CONTINUED)
________________________________________________________________________

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
1995 1994
------ ------
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends Paid (10,000) (5,000)
Loan from Stockholder - (50,000)
Net Borrowing (Payments) Under Line
of Credit Agreement (11,935) 65,442
Proceeds from Issuance of New Debt 853,926 260,887
Principal Payments on Long-Term Debt (397,292) (246,271)
--------- ---------

Net Cash Provided by Financing
Activities 434,699 25,058

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

NET INCREASE (DECREASE) IN CASH (178,397) 106,375

Cash, beginning of year 486,837 380,462
--------- ---------

Cash, end of year $ 308,440 $ 486,837
========= =========

</TABLE>

See Accompanying Notes to Financial Statements
and Independent Auditor's Report

6
<PAGE> 13

H. C. CONNELL, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1995 AND 1994
______________________________________________________________________

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

The Company is a licensed, bonded utility contractor that
operates in the Central Florida area. Construction activities
are primarily underground telephone, electrical power, and water
and sewer utilities.

Management uses estimates and assumptions in preparing these
financial statements in accordance with generally accepted
accounting principles. Those estimates and assumptions affect
the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities, and the reported revenues and
expenses. Actual results could vary from the estimates that were
used.

Revenue Recognition

Revenues for contracts are recorded using the accrual method
except for revenues from lump-sum water and sewer construction
contracts which are recognized using the percentage-of-completion
method. Under this method, revenues are measured by the
percentage of cost incurred to date to estimated total cost of
each contract.

Contract costs include all direct material, labor and
sub-contractor costs and those indirect costs related to contract
performance, such as labor burden and equipment operation and
maintenance costs, including depreciation. Other operating and
administrative expenses are charged to expense as incurred.
Provisions for estimated losses on uncompleted contracts are made
in the period in which such losses are determined. Changes in
job performance, job conditions, and estimated pro-fitability may
result in revisions to costs and income and are recognized in the
period in which the revisions are determined.

The asset, "Costs and Estimated Earnings in Excess of Billings on
Uncompleted Contracts", represents revenues recognized in excess
of amounts billed. The liability, "Billings in Excess of Costs
and Estimated Earnings on Uncompleted Contracts", represents
billings in excess of revenues recognized.

The Company generally warrants its material and workmanship for
one year from the date of acceptance by the customer. Warranty
costs are charged to expense when incurred.

Cash

For purposes of the statement of cash flows, cash includes
amounts in demand bank accounts and amounts held by fiscal
agents.

7
<PAGE> 14

H. C. CONNELL, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1995 AND 1994
______________________________________________________________________

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Continued)

Accounts Receivable

Accounts receivable are stated at net realizable value. No
allowance for doubtful accounts has been provided since, in
management's judgment based on an analysis of specific accounts
over 90 days old, the balance is entirely collectible.

Property and Equipment

Property and equipment are stated at cost. Depreciation is
calculated using the straight-line method over the estimated
useful lives of the respective assets as follows:

<TABLE>
<S> <C>
Building and Improvements 10-25 Years
Furniture and Office Equipment 5 Years
Construction Equipment 5 Years
Vehicles and Trailers 3-10 Years
</TABLE>

Compensated Absences

The Company changed its vacation policy effective July 1, 1993.
Employees are now allowed to accumulate vacation days and are
paid when taken. Vacation benefits earned on an employee's
anniversary date must be used within the following year; any
unused vacation is paid on the succeeding anniversary date. Upon
termination, unused vacation is paid to the employee.

Before July 1, 1993, vacation benefits were paid when earned on
the employee's anniversary date of employment.

Income Taxes

Income taxes are provided for the tax effects of transactions
reported in the financial statements and consist of taxes
currently due plus deferred taxes related primarily to the
differences between the bases of property and equipment for
financial and income tax reporting, and from different methods
for recognizing workers compensation claims disposition
liabilities. The deferred taxes represent the future tax return
consequences of those differences, which will either be taxable
or deductible when the assets and liabilities are recovered or
settled.

The basis of property and equipment exceeds its tax basis by the
cumulative amount that accelerated depreciation for tax purposes
exceeds straight-line depreciation, and by the amount of salvage
value excluded from the depreciable basis of heavy construction
equipment for financial reporting purposes.

8
<PAGE> 15

H. C. CONNELL, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1995 AND 1994
______________________________________________________________________

NOTE 2 LONG-TERM DEBT

The following schedule summarizes long-term debt at June 30, 1995
and 1994. The equipment and vehicles acquired using the proceeds
of these loans have been pledged as security for the debt.
<TABLE>
<CAPTION>
1995 1994
----------------------------- --------
Long
Current Term Total Total
------- ------ ------- --------
<S> <C> <C> <C> <C>
Sun Bank:
Note with monthly payments
of $10,000 plus interest
at prime plus .50% $120,000 $ 90,000 $210,000 $ -

Note with monthly payments
of $8,125 plus interest
at prime plus .50% 97,500 89,375 186,875 -

Note with monthly payments
of $6,077 plus interest
at prime plus .50% 72,922 30,384 103,306 -

Note with monthly payments
of $4,664 plus interest
at prime plus .75% 55,967 9,328 65,295 -

Note with monthly payments
of $4,947 plus interest
at prime plus .75% 34,627 - 34,627 93,987

Loans paid off during the
year ended 6/30/95 - - - 15,682

Citizens National Bank:
Note with monthly payments
of $3,115 plus interest
at prime plus .50% 37,381 24,921 62,302 -

Loan paid off during the
year ended 6/30/95 - - - 4,713

Associates Commercial:
Equipment loan payable in
monthly installments of
$2,989 including interest
at 2.9% 11,724 - 11,724 -

KDC Financial:
Loan paid off during
the year ended 6/30/95 - - - 103,113
-------- -------- -------- --------

TOTALS $430,121 $244,008 $674,129 $217,495
======== ======== ======== ========

Maturities of long-term debt are as follows:

Year ended June 30, 1996 $430,121
Year ended June 30, 1997 244,008
--------

$674,129
========

</TABLE>

9
<PAGE> 16

H. C. CONNELL, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1995 AND 1994
______________________________________________________________________

NOTE 2 LONG-TERM DEBT (Continued)

The Sun Bank prime rate at June 30, 1995 was 9.0%. Sun Bank
requires the Company to maintain minimum equity of $1.5 million.
All long-term debt is personally guaranteed by H. C. Connell, the
majority stockholder.

Total interest expense incurred and paid for the years ended June
30, 1995 and 1994 were $56,137 and $23,497, respectively.

In addition to the debt listed above, the Company has an
unsecured line of credit with Sun Bank in the amount of $200,000
with interest at prime rate plus .50%. This line of credit is
intended for short-term working capital needs and subject to
renewal annually on December 1.

NOTE 3 LONG-TERM CONTRACTS IN PROGRESS

Information with respect to water and sewer uncompleted contracts
at June 30, 1995 and 1994 follows:

<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Costs incurred on contracts
in progress $ 75,385 $1,111,212
Estimated earnings
on contracts in progress 18,223 118,057
---------- ----------

93,608 1,229,269

Less amounts billed on these
uncompleted contracts - (1,085,340)
Unbilled amounts on completed
contracts 3,962 -
---------- ----------

$ 97,570 $ 143,929
========== ==========
</TABLE>

This net amount is included in the accompanying balance sheet under the
following captions:

<TABLE>
<S> <C> <C>
Costs and Estimated Earnings
in Excess of Billings on
Uncompleted Contracts $ 97,570 $ 162,833
Billings in Excess of Costs
and Estimated Earnings on
Uncompleted Contracts - (18,904)
---------- ----------

$ 97,570 $ 143,929
========== ==========

</TABLE>

10
<PAGE> 17

H. C. CONNELL, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1995 AND 1994
______________________________________________________________________

NOTE 4 INCOME TAXES

The provision for income tax expense consists of the following
components:
<TABLE>
<CAPTION>
Year ended June 30,
1995 1994
------ ------
<S> <C> <C>
CURRENT:
Federal $ 71,094 $190,752
State 11,928 19,991
-------- --------

83,022 210,743

DEFERRED:
Federal 11,100 17,000
State 2,700 15,100
-------- --------

13,800 32,100

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

TOTAL $ 96,822 $242,843
======== ========

</TABLE>

The following State Emergency Excise Tax credits are available to
reduce future State income taxes:

<TABLE>
<CAPTION>
Year the credit
becomes available Amount
----------------- ------
<S> <C>
June 30, 1996 $ 1,152
June 30, 1998 67
June 30, 1999 67
June 30, 2000 38
-------

Total $ 1,324
=======
</TABLE>

Federal and State income taxes paid during the years ended June
30, 1995 and 1994 totalled $121,501 and $80,000, respectively.

NOTE 5 MAJOR CUSTOMERS

The Company is engaged in utility construction operations on both
a bid contract and continuing contract basis. Approx-imately
$9.6 million of the contract revenues earned during the year
ended June 30, 1995 resulted from the continuing contracts with
United Telephone Company of Florida and Florida Power
Corporation.

11
<PAGE> 18

H. C. CONNELL, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1995 AND 1994
______________________________________________________________________

NOTE 5 MAJOR CUSTOMERS (continued)

The current contract with United Telephone expires August 31,
1996. Contracts covering one Florida Power region and one
Florida Power district are in effect or have been renewed with
expiration dates of September 2, 1996 and October 1, 1996,
respectively.

NOTE 6 RELATED PARTY TRANSACTIONS

The Company's headquarters is located at a site owned by H. C.
Connell, the majority stockholder. The Company and Mr. Connell
have entered into a lease agreement with terms that are re-viewed
annually. For each of the years ended June 30, 1995 and 1994,
the Company incurred and paid $57,600 in rent to Mr. Connell.

As of June 30, 1995 and 1994, Mr. Connell owed the Company $1,539
and $2,010, respectively. This loan has no stated rate of
interest nor terms of repayment. However, management expects the
balance to be repaid during the next year.

NOTE 7 SELF-INSURANCE PROGRAM

The Company is required to maintain a minimum balance of $25,000
with the Fund to service claims, which is included on the balance
sheet as "Cash with Fiscal Agent". Additionally, at the
Insurance Fund's request, the Company has issued the Fund an
irrevocable standby letter of credit in the amount of $650,000 in
order to provide the Fund with continuing financial security.

Company management has analyzed the open workers compensation
cases for all years since the Company entered the program in
1987. As of June 30, 1995, management estimates a total
potential exposure of $219,000 from remaining open cases.
Management has authorized its fiscal agent to settle two cases
for a total of $85,000, and this amount has accordingly been
recorded as a current liability at June 30, 1995. Of the
remaining potential exposure of $134,000, the Company maintains

12
<PAGE> 19

H. C. CONNELL, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1995 AND 1994
______________________________________________________________________

NOTE 7 SELF-INSURANCE PROGRAM (continued)

a policy of recording workers compensation expense when the Fund
bills the Company for reimbursement of actual claims paid because
of the uncertainty regarding the timing and amount of actual
payments inherent with workers compensation claims
administration.

NOTE 8 CONTINGENCIES

There are claims and actions pending against the Company. In the
opinion of management, the amounts, if any, which may be awarded
in connection with these claims and actions would not be material
to the Company's financial position.

13
<PAGE> 20

SCHEDULE 1

H. C. CONNELL, INC.
SCHEDULE OF AGED ACCOUNTS RECEIVABLE
JUNE 30, 1995

__________________________________________________________________________

<TABLE>
<CAPTION>
--------PAST DUE OVER-------
CUSTOMER TOTAL CURRENT 30 DAYS 60 DAYS 90 DAYS
-------- ----- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Florida Power Corp $ 656,798 $ 426,161 $156,740 $59,953 $13,944

Sprint/United Tele-
phone Corp 233,001 231,657 1,344 - -

City of Altamonte
Springs 107,473 105,304 - - 2,169

Sumter Electric Coop 109,797 108,142 1,585 70 -

City of Leesburg 47,615 47,615 - - -

Vista-United Telecom 18,405 - - 18,405 -

Others 12,562 8,720 2,642 1,000 200

Unbilled Revenue 227,604 227,604 - - -
---------- ---------- -------- ------- -------

$1,413,255 $1,155,203 $162,311 $79,428 $16,313
========== ========== ======== ======= =======

</TABLE>

See Independent Auditor's Report

14
<PAGE> 21

SCHEDULE 2

H. C. CONNELL, INC.
SCHEDULE OF CONTRACTS IN PROGRESS
JUNE 30, 1995
<TABLE>
<CAPTION>
__________________________________________________________________________________________________________________________
Owner/ Revised Cost -----------Estimated---------- Percent Estimated Billings Under
Description Contract to Cost to Total Gross Complete Earnings to Date (Over)
Amount Date Complete Cost Profit to Date Billed
___________________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
City of Leesburg/
Turnpike J&B $ 103,093 $ 61,576 $ 18,905 $ 80,481 $ 22,612 76.5% $ 17,300 $ - $78,876
Contracts under
$100,000 105,496 13,809 75,897 89,706 15,790 N/A 923 - 14,732
---------- -------- ---------- ------
$ 75,385 $ 18,223 $ - $93,608
========== ======== ==========
3,962 *
-----
97,570
======
</TABLE>

* - Unbilled amounts on completed contracts.

See Independent Auditor's Report

15
<PAGE> 22

SCHEDULE 3

H. C. CONNELL, INC.
SCHEDULE OF REVENUE AND CONSTRUCTION COSTS
BY DIVISION
FOR THE YEAR ENDED JUNE 30, 1995

________________________________________________________________________

<TABLE>
<CAPTION>
WATER &
TELEPHONE POWER SEWER TOTAL
--------- ----- ------- -------
<S> <C> <C> <C> <C>
CONTRACT REVENUES $2,566,570 $7,651,234 $2,223,267 $12,441,071

COSTS OF CONSTRUCTION:
Salaries and Wages 835,488 2,828,617 595,292 4,259,397
Payroll Taxes 72,630 245,894 51,749 370,273
Medical and Worker's
Comp Insurance 59,383 455,153 111,024 625,560
Subcontractors 45,025 862,950 480,395 1,388,370
Materials & Supplies 63,901 453,170 564,704 1,081,775
Job Repairs 7,292 27,042 4,239 38,573
Equipment Rental 21,267 361,502 70,668 453,437
Fuel 83,683 227,836 61,268 372,787
Tags and Licenses 9,064 20,174 4,239 33,477
Other Job Expenses 6,604 48,780 15,174 70,558
Other Insurance 56,325 116,257 42,133 214,715
Interest 2,655 39,250 2,128 44,033
Depreciation on
Equipment 43,247 269,610 82,808 395,665
---------- ---------- ---------- -----------

1,306,564 5,956,235 2,085,821 9,348,620

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

GROSS PROFIT $1,260,006 $1,694,999 $ 137,446 $ 3,092,451
========== ========== ========== ===========

</TABLE>

See Independent Auditor's Report

16
<PAGE> 23

SCHEDULE 4

H. C. CONNELL, INC.
SCHEDULE OF OPERATING EXPENSES
FOR THE YEAR ENDED JUNE 30, 1995

_______________________________________________________________________

<TABLE>
<S> <C>
Salaries and Wages $ 275,581
Payroll Taxes 23,956
Medical and Worker's Comp Insurance 44,929
Parts 471,739
Tires 90,720
Supplies and Small Tools 152,543
Repairs 346,721
Equipment Rental 5,557
Fuel 19,427
Oil and Lubricants 26,376
Other Insurance 8,910
Other Expense 550
Tags and Licenses 1,754
Depreciation 9,511
----------

TOTAL OPERATING EXPENSES $1,478,274
==========
</TABLE>

See Independent Auditor's Report

17
<PAGE> 24

SCHEDULE 5

H. C. CONNELL, INC.
SCHEDULE OF ADMINISTRATIVE EXPENSES
FOR THE YEAR ENDED JUNE 30, 1995

_______________________________________________________________________

<TABLE>
<S> <C>
Salaries and Wages $ 195,894
Officer's Salary 250,560
Bonuses 293,855
Payroll Taxes 31,437
Medical and Worker's Comp Insurance 8,781
Advertising and Promotion 18,809
Communications 49,020
Computer Expense 6,828
Depreciation 19,819
Donations 4,584
Interest 12,104
Other Insurance 2,036
Drug Screening 11,502
Miscellaneous 54,338
Fuel 2,989
Office 50,977
Professional Fees 16,618
Rent 58,936
Repairs 11,796
Seminars, Education 18,817
Security Expense 961
Tags 292
Taxes and Licenses 62,680
Travel and Entertainment 26,624
Uniforms and Cleaning 13,772
Utilities 89,406
----------

TOTAL ADMINISTRATIVE EXPENSES $1,313,435
==========

</TABLE>

See Independent Auditor's Report

18
<PAGE> 25

H. C. CONNELL, INC.
LEESBURG, FLORIDA

FINANCIAL STATEMENTS

YEARS ENDED JUNE 30, 1994 AND 1993
<PAGE> 26

H. C. CONNELL, INC.
INDEX TO FINANCIAL STATEMENTS
JUNE 30, 1994 AND 1993

__________________________________________________________________

<TABLE>
<CAPTION>
PAGE
NUMBER
------
<S> <C>
Independent Auditor's Report ............................1

Balance Sheets ..........................................2

Statements of Income and Retained Earnings ..............4

Statements of Cash Flows ................................5

Notes to Financial Statements ...........................7

SCHEDULE 1 Schedule of Aged Accounts Receivable.....14

SCHEDULE 2 Schedule of Contracts in Progress........15

SCHEDULE 3 Schedule of Revenue and Construction
Costs...................................16

SCHEDULE 4 Schedule of Operating Expenses...........17

SCHEDULE 5 Schedule of Administrative Expenses......18

</TABLE>
<PAGE> 27

SHUMACKER, JOHNSTON & ROSS, PA
_______________________________________________________________________________
Certified Public Accountants

J. Cecil Shumacker, CPA American Institute of
Robert E. Johnston, CPA Certified Public Accountants
W. Chet Ross, CPA INDEPENDENT AUDITOR'S REPORT
Florida Institute of
Certified Public Accountants

November 14, 1994

To the Director and Stockholders
H. C. Connell, Inc.
Leesburg, Florida

We have audited the accompanying balance sheets of H. C. Connell, Inc. as of
June 30, 1994 and 1993, and the related statements of income and retained
earnings, and cash flows for the years then ended. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of H. C. Connell, Inc. as of June
30, 1994 and 1993, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting principles.

/s/ Shumacker, Johnston & Ross, PA
----------------------------------
Shumacker, Johnston & Ross, PA
<PAGE> 28

H. C. CONNELL, INC.

BALANCE SHEETS
________________________________________________________________________

ASSETS
<TABLE>
<CAPTION>
JUNE 30,
1994 1993
------ ------
<S> <C> <C>
CURRENT ASSETS:
Cash $ 461,837 $ 355,462
Cash with Fiscal Agent (Note 2) 25,000 25,000
Receivables:
Accounts (Schedule 1) 1,365,707 1,373,082
Retainages 91,801 338,807
Employee Loans 1,728 324
Prepaid Income Taxes - 5,904
Deferred Income Taxes 1,000 12,000
Cost and Estimated Earnings in
Excess of Billings on Uncompleted
Contracts (Note 4) 162,833 -
---------- ----------

Total Current Assets 2,109,906 2,110,579

PROPERTY AND EQUIPMENT:
Building and Improvements 116,719 116,719
Furniture and Office Equipment 76,451 75,665
Construction Equipment 3,159,116 2,763,038
Vehicles and Trailers 1,195,390 1,093,373
---------- ----------

4,547,676 4,048,795
Less Accumulated Depreciation (3,083,991) (2,889,559)
---------- ----------

Net Property and Equipment 1,463,685 1,159,236

OTHER ASSETS:
Stockholder Loan (Note 7) 2,010 1,292
Deferred Expenses 20,107 21,043
Security Deposits 500 500
---------- ----------

Total Other Assets 22,617 22,835

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

Total Assets $3,596,208 $3,292,650
========== ==========

</TABLE>

See Accompanying Notes to Financial Statements
and Independent Auditor's Report

2
<PAGE> 29

H. C. CONNELL, INC.

BALANCE SHEETS
________________________________________________________________________

<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
JUNE 30,
1994 1993
------ ------
<S> <C> <C>
CURRENT LIABILITIES:
Accounts Payable $ 451,671 $ 594,760
Retainage Payable 89,522 152,770
Accrued Payroll and Vacation 164,539 107,466
Accrued Taxes 85,801 25,173
Dividend Payable 10,000 5,000
Due to Stockholder (Note 7) - 50,000
Bank Line of Credit (Note 3) 111,935 46,493
Billings in Excess of Costs and
Estimated Earnings on Uncompleted
Contracts (Note 4) 18,904 63,495
Current Portion of Long-Term Debt
(Note 3) 182,868 182,607
---------- ----------

Total Current Liabilities 1,115,240 1,227,764

LONG-TERM DEBT (Note 3) 34,627 20,272

DEFERRED INCOME TAXES 219,300 198,200

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

Total Liabilities 1,369,167 1,446,236

STOCKHOLDERS' EQUITY:
Common Stock, $1 Par value,
10,000 shares authorized,
issued and outstanding 10,000 10,000
Retained Earnings 2,217,041 1,836,414
---------- ----------

Total Stockholders' Equity 2,227,041 1,846,414

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

Total Liabilities and Stock-
holders' Equity $3,596,208 $3,292,650
========== ==========

</TABLE>

See Accompanying Notes to Financial Statements
and Independent Auditor's Report

3
<PAGE> 30

H. C. CONNELL, INC.

STATEMENTS OF INCOME AND RETAINED EARNINGS
________________________________________________________________________

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
1994 1993
------ ------
<S> <C> <C>
CONTRACT REVENUES EARNED $10,204,505 $10,125,105

COSTS OF CONSTRUCTION 7,475,967 8,044,263
----------- -----------

Gross Profit (Schedule 3) 2,728,538 2,080,842

OPERATING EXPENSES (Schedule 4) 1,112,970 916,411
ADMINISTRATIVE EXPENSES (Schedule 5) 1,037,866 822,470
----------- -----------

Total Operating and Administrative
Expenses 2,150,836 1,738,881

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

Income from Operations 577,702 341,961

OTHER INCOME:
Interest 13,945 5,341
Miscellaneous Income 19,993 13,069
Gain on Sale and Disposal of Assets 21,830 6,480
----------- -----------

Total Other Income 55,768 24,890

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

Income Before Income Taxes 633,470 366,851

PROVISION FOR INCOME TAXES (Note 6):
Current Expense 210,743 89,481
Deferred Expense 32,100 53,100
----------- -----------

Total Provision for Income Taxes 242,843 142,581

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

NET INCOME 390,627 224,270

Retained Earnings, beginning of year 1,836,414 1,617,144
Dividends (10,000) (5,000)
----------- -----------

Retained Earnings, end of year $ 2,217,041 $ 1,836,414
=========== ===========

</TABLE>

See Accompanying Notes to Financial Statements
and Independent Auditor's Report

4
<PAGE> 31

H. C. CONNELL, INC.

STATEMENTS OF CASH FLOWS
________________________________________________________________________

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
1994 1993
------ ------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 390,627 $ 224,270
Adjustments to Reconcile Net Income
to Net Cash Provided by Operating
Activities:
Depreciation 304,713 255,838
Gain on Disposal of Equipment (21,830) (6,480)
Increase in Deferred Income Taxes 32,100 53,100
Changes in Current Assets and Liabilities:
(Increase) Decrease in Receivables 254,381 (717,029)
Decrease in Prepaid Income Taxes 5,904 23,292
(Increase) Decrease in Costs and
Estimated Earnings in Excess of
Billings on Uncompleted Contracts (162,833) 8,154
Decrease in Deferred Expenses 936 1,680
Increase (Decrease) in Accounts and
Retainage Payable (206,337) 454,250
Increase in Accrued Payroll and
Vacation 57,073 30,812
Increase in Accrued Taxes 60,628 21,122
Decrease in Billings in Excess of
Costs and Estimated Earnings on
Uncompleted Contracts (44,591) (10,293)
--------- ---------

Net Cash Provided by Operating
Activities 670,771 338,716

CASH FLOWS FROM INVESTING ACTIVITIES:
(Increase) Decrease in Employee Loans (1,404) 2,731
Proceeds from Disposal of Equipment 24,030 6,580
Purchase of Property and Equipment (611,362) (248,208)
Increase in Loans to Stockholder (718) (721)
--------- ---------

Net Cash Used in Investing
Activities (589,454) (239,618)

</TABLE>

See Accompanying Notes to Financial Statements
and Independent Auditor's Report

5
<PAGE> 32

H. C. CONNELL, INC.

STATEMENTS OF CASH FLOWS (CONTINUED)
________________________________________________________________________

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
1994 1993
------ ------
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends Paid (5,000) (5,000)
Loan from Stockholder (50,000) 50,000
Net Borrowing (Payments) Under Line
of Credit Agreement 65,442 46,493
Proceeds from Issuance of New Debt 260,887 65,091
Principal Payments on Long-Term Debt (246,271) (220,744)
--------- ---------

Net Cash Provided by (Used in)
Financing Activities 25,058 (64,160)

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

NET INCREASE IN CASH 106,375 34,938

Cash, beginning of year 380,462 345,524
--------- ---------

Cash, end of year $ 486,837 $ 380,462
========= =========

</TABLE>

Disclosure of Accounting Policy:

For purposes of the statement of cash flows, the Company considers cash to
include amounts held by fiscal agents and amounts in demand bank accounts.

See Accompanying Notes to Financial Statements
and Independent Auditor's Report

6
<PAGE> 33

H. C. CONNELL, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1994 AND 1993
______________________________________________________________________

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Revenue Recognition

Contract costs include all direct material, labor and
sub-contractor costs and those indirect costs related to contract
performance, such as labor burden and equipment operation and
maintenance costs, including depreciation. Other operating and
administrative expenses are charged to expense as incurred.
Provisions for estimated losses on uncompleted contracts are made
in the period in which such losses are determined. Changes in
job performance, job conditions, and estimated profitability may
result in revisions to costs and income and are recognized in the
period in which the revisions are determined.

The Company generally warrants its material and workmanship for
one year from the date of acceptance by the customer. Warranty
costs are charged to expense when incurred.

Cash

Included in the balance captioned cash are amounts deposited in
interest bearing and non-interest bearing bank accounts.

Accounts Receivable

7
<PAGE> 34

H. C. CONNELL, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1994 AND 1993
______________________________________________________________________

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Continued)

Property and Equipment

Property and equipment are stated at cost. Depreciation is
calculated using the straight-line method over the estimated
useful lives of the respective assets as follows:

Building and Improvements 10-25 Years
Furniture and Office Equipment 5 Years
Construction Equipment 5 Years
Vehicles and Trailers 3-10 Years

Compensated Absences

Before July 1, 1993, vacation benefits were paid when earned on
the employee's anniversary date of employment.

Income Taxes

Income taxes are provided for the tax effects of transactions
reported in the financial statements and consist of taxes
currently due plus deferred taxes related primarily to the
difference between the bases of property and equipment for
financial and income tax reporting. The deferred taxes represent
the future tax return consequences of those differences, which
will either be taxable or deductible when the assets and
liabilities are recovered or settled.

NOTE 2 CASH WITH FISCAL AGENT

As a part of the agreement to participate in the workers'
compensation plan administered by Employers Self Insurers Fund,
the Company is required to maintain a minimum balance of $25,000
with the Fund to service claims.

8
<PAGE> 35

H. C. CONNELL, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1994 AND 1993
______________________________________________________________________

NOTE 3 LONG-TERM DEBT:

The following schedule summarizes long-term debt at June 30, 1994
and 1993. The equipment and vehicles acquired using the proceeds
of these loans have been pledged as security for the debt.
<TABLE>
<CAPTION>
1994 1993
----------------------------- --------
Long
Current Term Total Total
------- ------ ------- --------
<S> <C> <C> <C> <C>
Sun Bank:
2 loans with monthly
payments totalling
$12,500 plus interest
at prime plus .75% $ 2,500 $ - $ 2,500 $152,500

Loan with monthly pay-
ments of $2,197 plus
interest at prime
plus 1.0% 13,182 - 13,182 39,546

Loan with monthly pay-
ments of $4,947 plus
interest at prime
plus .75% 59,360 34,627 93,986 -

Citizens National Bank:
Equipment loan with
monthly payments of
$510 plus interest at
prime plus 1% 4,713 - 4,713 10,833

KDC Financial:
Equipment loan with
monthly payments of
$9,566 including interest
at 2.9% due May 1995 103,113 - 103,113 -
-------- -------- -------- --------

TOTALS $182,868 $ 34,627 $217,495 $202,879
======== ======== ======== ========

Maturities of long-term debt are as follows:

Year ended June 30, 1995 $182,868
Year ended June 30, 1996 34,627
--------

$217,495
========
</TABLE>

The Sun Bank prime rate at June 30, 1994 was 7.25%. Sun Bank
requires the Company to maintain minimum equity of $1.5 million.
All long-term debt is personally guaranteed by H. C. Connell, the
majority stockholder.

Total interest expense incurred and paid for the years ended June
30, 1994 and 1993 were $23,497 and $20,531, respectively.

9
<PAGE> 36

H. C. CONNELL, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1994 AND 1993
______________________________________________________________________

NOTE 3 LONG-TERM DEBT (Continued)

In addition to the debt listed above, the Company has an
unsecured line of credit with Sun Bank in the amount of $200,000
with interest at prime rate plus .75%. This line of credit is
intended for short-term working capital needs and subject to
renewal annually on December 1.

NOTE 4 LONG-TERM CONTRACTS IN PROGRESS

Information with respect to water and sewer uncompleted contracts at
June 30, 1994 and 1993 follows:

<TABLE>
<CAPTION>
1994 1993
---- ----
<S> <C> <C>
Costs incurred on contracts
in progress $1,111,212 $2,205,475
Estimated earnings
on contracts in progress 118,057 358,338
---------- ----------

1,229,269 2,563,813

Less amounts billed on these
uncompleted contracts 1,085,340 2,627,308
---------- ----------

$ 143,929 $ (63,495)
========== ==========

</TABLE>

This net amount is included in the accompanying balance sheet under the
following captions:

<TABLE>

<S> <C> <C>
Costs and Estimated Earnings
in Excess of Billings on
Uncompleted Contracts $ 162,833 $ -
Billings in Excess of Costs
and Estimated Earnings on
Uncompleted Contracts (18,904) (63,495)
---------- ----------

$ 143,929 $ (63,495)
========== ==========

</TABLE>

NOTE 5 MAJOR CUSTOMERS

The Company is engaged in utility construction operations on both
a bid contract and continuing contract basis. Approx-imately
$5.5 million of the contract revenues earned during the year
ended June 30, 1994 resulted from the continuing contracts with
United Telephone Company of Florida and Florida Power
Corporation.

10
<PAGE> 37

H. C. CONNELL, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1994 AND 1993
______________________________________________________________________

NOTE 5 MAJOR CUSTOMERS (CONTINUED)

NOTE 6 INCOME TAXES

The provision for income tax expense consists of the following
components:

<TABLE>
<CAPTION>
Year ended June 30,
1994 1993
------ ------
<S> <C> <C>
CURRENT:
Federal $190,752 $ 89,481
State 19,991 -
-------- --------

210,743 89,481

DEFERRED:
Federal 17,000 33,100
State 15,100 20,000
-------- --------

32,100 53,100

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

TOTAL $242,843 $142,581
======== ========
</TABLE>

At June 30, 1993, the Company used a State net operating loss
carryforward of $120,664 available from June 30, 1992 to reduce
State income taxes currently payable by approximately $6,600.

The following State Emergency Excise Tax credits are available to
reduce future State income taxes:

<TABLE>
<CAPTION>
Year the credit
becomes available Amount
----------------- ------
<S> <C>
June 30, 1995 $ 879
June 30, 1996 1,152
June 30, 1998 67
June 30, 1999 67
-------

Total $ 2,165
=======
</TABLE>

Federal and State income taxes paid during the years ended June
30, 1994 and 1993 totalled $80,000 and $55,000, respectively.

11
<PAGE> 38

H. C. CONNELL, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1994 AND 1993
______________________________________________________________________

NOTE 7 RELATED PARTY TRANSACTIONS

The Company's headquarters is located at a site owned by H. C.
Connell, the majority stockholder. The Company and Mr. Connell
have entered into a lease agreement with terms that are re-viewed
annually. For each of the years ended June 30, 1994 and 1993,
the Company incurred and paid $57,600 in rent to Mr. Connell.

As of June 30, 1994 and 1993, Mr. Connell owed the Company $2,010
and $1,292, respectively. This loan has no stated rate of
interest nor terms of repayment. However, management expects the
balance to be repaid during the next year.

As of June 30, 1993, Mr. Connell loaned $50,000 to the Company to
provide temporary working capital. This loan was repaid during
the year ended June 30, 1994 with interest.

NOTE 8 SELF-INSURANCE PROGRAM

The Company participates in a self-insurance program with
Employers Self Insurers Fund for workers' compensation insurance
coverage. Under the terms of the program, the Company reimburses
the Fund for all claims paid up to an annual maximum obligation
based on a percentage of standard premium. Claims paid above
this annual maximum amount are the responsibility of the Fund.
Additionally, at the Insurance Fund's request, the Company has
issued the Fund an irrevocable standby letter of credit in the
amount of $515,900 in order to provide the Fund with continuing
financial security.

Company management has analyzed the open workers compensation
cases for all years since the Company entered the program in
1987. As of June 30, 1994, management estimates a total
potential exposure of $167,000 from remaining open cases. Due to
uncertainty regarding the timing and amount of actual payments
inherent with workers compensation claims administration, the
Company maintains a policy of recording workers compensation
expense when the Fund bills the Company for reimbursement of
actual claims paid.

NOTE 9 CONTINGENCIES

12
<PAGE> 39

H. C. CONNELL, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1994 AND 1993
______________________________________________________________________

NOTE 9 CONTINGENCIES (CONTINUED)

As a result of its examination of the corporate income tax return
for the year ended June 30, 1991, the Internal Revenue Service
has proposed a tax assessment of $40,950 on earnings accumulated
in excess of reasonable needs. Management disagrees with this
proposed assessment and is vigorously opposing the tax. An
appellate hearing has been requested to review this dispute.
Management believes they have a strong argument supporting the
Company's position, and, therefore, has made no provision for
this tax in the accompanying financial statements.

13
<PAGE> 40

SCHEDULE 1

H. C. CONNELL, INC.
SCHEDULE OF AGED ACCOUNTS RECEIVABLE
JUNE 30, 1994

__________________________________________________________________________

<TABLE>
<CAPTION>
OVER OVER OVER
CUSTOMER CURRENT 30 DAYS 60 DAYS 90 DAYS TOTAL
-------- ------- ------- ------- ------- -----
<S> <C> <C> <C> <C> <C>
Florida Power Corp $ 340,589 $117,543 $31,809 $ - $ 489,941

United Telephone Corp 272,481 - - - 272,481

Utilities Inc. of
Florida 187,386 - - - 187,386

City of Groveland 158,270 2,177 - - 160,447

City of Sanford 154,177 - - - 154,177

City of Mount Dora - 6,293 - - 6,293

Others 2,010 4,815 150 2,103 9,078

Unbilled Revenue 85,904 - - - 85,904
---------- -------- ------- ------- ----------

$1,200,817 $130,828 $31,959 $ 2,103 $1,365,707
========== ======== ======= ======= ==========

</TABLE>

See Independent Auditor's Report

14
<PAGE> 41
SCHEDULE 2

H. C. CONNELL, INC.
SCHEDULE OF CONTRACTS IN PROGRESS
JUNE 30, 1994

<TABLE>
<CAPTION>
___________________________________________________________________________________________________________________________
Owner/ Revised Cost -----------Estimated----------- Percent Estimated Billings Under
Description Contract to Cost to Total Gross Complete Earnings to Date (Over)
Amount Date Complete Cost Profit to Date Billed
___________________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
City of Groveland/
Sewer System $1,669,500 $ 879,543 $637,271 $1,516,814 $152,686 58.0% $ 88,537 $ 844,128 $123,952

Utilities Inc of
Florida/
EDB Interconnect 462,738 109,791 279,678 389,469 73,269 28.2% 20,654 142,032 (11,587)

Contracts under
$100,000 154,853 121,878 19,221 141,099 13,754 N/A 8,866 99,180 31,564
---------- -------- ---------- -------
$1,111,212 $118,057 $1,085,340 $143,929
========== ======== ========== ========

</TABLE>

See Independent Auditor's Report

15
<PAGE> 42

SCHEDULE 3

H. C. CONNELL, INC.
SCHEDULE OF REVENUE AND CONSTRUCTION COSTS
BY DIVISION
FOR THE YEAR ENDED JUNE 30, 1994

________________________________________________________________________

<TABLE>
<CAPTION>
WATER &
TELEPHONE POWER SEWER TOTAL
--------- ----- ------- -------

<S> <C> <C> <C> <C>
CONTRACT REVENUES $1,849,612 $4,393,736 $3,961,157 $10,204,505

COSTS OF CONSTRUCTION:
Salaries and Wages 649,154 1,676,001 601,171 2,926,326
Payroll Taxes 54,092 139,656 50,094 243,842
Subcontractors 48,019 84,089 1,778,131 1,910,239
Medical and Worker's
Comp Insurance 47,451 264,716 115,605 427,772
Materials & Supplies 51,965 48,532 872,662 973,159
Job Repairs 9,338 12,252 3,095 24,685
Equipment Rental 17,665 91,494 54,099 163,258
Fuel 83,223 128,037 54,525 265,785
Tags and Licenses 8,221 9,657 3,393 21,271
Other Job Expenses 3,282 6,782 11,237 21,301
Other Insurance 46,003 77,027 77,112 200,142
Interest 490 13,765 1,468 15,723
Depreciation on
Equipment 55,217 165,430 61,817 282,464
---------- ---------- ---------- -----------

1,074,120 2,717,438 3,684,409 7,475,967

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

GROSS PROFIT $ 775,492 $1,676,298 $ 276,748 $ 2,728,538
========== ========== ========== ===========
</TABLE>

See Independent Auditor's Report

16
<PAGE> 43

SCHEDULE 4

H. C. CONNELL, INC.
SCHEDULE OF OPERATING EXPENSES
FOR THE YEAR ENDED JUNE 30, 1994

_______________________________________________________________________

<TABLE>
<S> <C>
Salaries and Wages $ 251,086
Payroll Taxes 20,922
Medical and Worker's Comp Insurance 35,702
Parts 372,909
Tires 69,835
Supplies and Small Tools 117,196
Repairs 183,337
Equipment Rental 6,506
Fuel 15,784
Oil and Lubricants 19,101
Other Insurance 9,896
Other Expense 3,027
Tags and Licenses 1,435
Depreciation 6,234
----------

TOTAL OPERATING EXPENSES $1,112,970
==========
</TABLE>

See Independent Auditor's Report

17
<PAGE> 44

SCHEDULE 5

H. C. CONNELL, INC.
SCHEDULE OF ADMINISTRATIVE EXPENSES
FOR THE YEAR ENDED JUNE 30, 1994

_______________________________________________________________________

<TABLE>
<S> <C>
Salaries and Wages $ 172,954
Officer's Salary 165,600
Bonuses 285,030
Payroll Taxes 26,875
Medical and Worker's Comp Insurance 8,555
Advertising and Promotion 8,630
Bad Debt Expense 224
Communications 13,698
Computer Expense 5,748
Depreciation 16,015
Donations 5,132
Interest 7,774
Other Insurance 2,698
Drug Screening 1,041
Miscellaneous 44,459
Fuel 2,870
Office 33,029
Professional Fees 20,778
Rent 57,600
Repairs 16,061
Seminars, Education 3,032
Security Expense 2,801
Tags 261
Taxes and Licenses 45,468
Travel and Entertainment 29,092
Uniforms and Cleaning 13,129
Utilities 49,312
----------

TOTAL ADMINISTRATIVE EXPENSES $1,037,866
==========

</TABLE>

See Independent Auditor's Report

18
<PAGE> 45

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

ABLE TELCOM HOLDING CORP.

By: /s/ Daniel L. Osborne
----------------------------------------------
Daniel L. Osborne
Chief Financial and Accounting Officer, Secretary
(Principal Financial Officer, Principal Accounting
Officer)

Dated: December 21, 1995

5
<PAGE> 46

EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit Page
------- ----
<S> <C>
10.1 Stock Purchase Agreement between the Registrant and H.C. and Lois A. Connell,
dated November 6, 1995.

10.2 Amendment to Stock Purchase Agreement between the Registrant and H.C. and Lois
A. Connell, dated December 8, 1995.

10.3 Consulting Agreement between the Registrant and H. C. Connell, dated December
1, 1995.

10.4 Form of $1,465,074 Promissory Note from H.C. Investments, Inc. to H.C. and
Lois Connell, dated December 8, 1995.

10.5 Form of $250,000 Promissory Note from H.C. Investments, Inc. to H.C. and Lois
Connell, dated December 8, 1995.

10.6 Form of $250,000 Promissory Note from H.C. Investments, Inc. to Bill B.
Caudill, dated December 8, 1995.

10.7 Form of $250,000 Promissory Note from H.C. Investments, Inc. to Frazier
Gaines, dated December 8, 1995.

10.8 Term Loan and Revolving Line of Credit Facility between the Registrant and
SunTrust Bank, South Florida N.A. effective as of November 29, 1995.

27.1 Financial Data Schedule for the fiscal year ended June 30, 1993 (for SEC purposes only).

27.2 Financial Data Schedule for the fiscal year ended June 30, 1994 (for SEC purposes only).

27.3 Financial Data Schedule for the fiscal year ended June 30, 1995 (for SEC purposes only).

</TABLE>

<PAGE> 1

EXHIBIT 10.1

7
<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
1. PURCHASE AND SALE OF COMMON STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

2. CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
(a) Time and Place of Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
(b) Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
(c) Closing Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

3. POST-CLOSING PURCHASE PRICE ADJUSTMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
(a) Closing Net Book Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
(b) Objections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
(c) Purchase Price Adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

4. CONDITIONS TO OBLIGATIONS OF PURCHASER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
(a) Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
(b) Performance of Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
(c) Litigation, Permits, Approvals, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
(d) Other Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
(e) Opinion of Counsel for Sellers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
(f) Other Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
(g) Absence of certain Material Adverse Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
(h) Due Diligence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
(i) Board Approval . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
(j) Lease with Sellers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
(k) Employment of Certain Key Personnel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
(l) Accountants' Reliance Letters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

5. CONDITIONS TO OBLIGATIONS OF SELLERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
(a) Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
(b) Performance of Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
(c) Litigation, Permits, Approvals, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
(d) Other Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
(e) Lease with Sellers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
(f) Opinion of Counsel for Purchaser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
(a) Organization, Standing and Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
(b) Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
(c) Legal Authority, Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
(d) No Conflicts etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
(e) Charter Documents and By-Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

</TABLE>

8
<PAGE> 3

<TABLE>
<S> <C> <C>
(f) Outstanding Options, Warrants or Other Rights . . . . . . . . . . . . . . . . . . . . . . . . . . 9
(g) Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(h) Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(i) Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(j) [intentionally omitted] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(k) Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(l) Title to Property and Related Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
(m) Real Property Owned by Sellers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
(n) Real Property Leased by the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
(o) Tangible Personal Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
(p) Intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
(q) Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
(r) Litigation, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
(s) Agreements, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
(t) Compliance; Governmental Authorizations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
(u) Labor Relations; Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
(v) Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
(w) Certain Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
(x) Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
(y) Accounts and Notes Receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
(z) Customers And Suppliers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
(aa) Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
(bb) Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
(i) Prepaid Items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
(ii) Affiliated Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
(iii) Bank Accounts; Officers; Directors; Credit Cards . . . . . . . . . . . . . . . . 23
(iv) Business Generally . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
(v) Interruption of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
(vi) No Brokers or Finders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
(vii) Minute Books . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
(viii) Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

7. REPRESENTATIONS AND WARRANTIES OF PURCHASER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
(a) Organization, Standing and Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
(b) Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
(c) Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

8. ESCROW FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

9. SURVIVAL OF REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

10. CONDUCT AND TRANSACTION PRIOR TO CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
(a) Access to Records and Properties of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . 25
(b) Operation of Business of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

</TABLE>

9
<PAGE> 4

<TABLE>
<S> <C> <C>
(c) Negative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
(d) Standstill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
(e) Supplements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

11. ADDITIONAL COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
(a) Employment and Noncompetition Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
(b) Lease Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
(c) Guaranty of Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

12. TAX MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

13. COVENANTS OF PURCHASER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
(a) Purchaser's Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
(b) Name Change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
(c) Release from Guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
(d) Contractor's License . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

14. INDEMNIFICATION OF PURCHASER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

15. INDEMNIFICATION OF SELLERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

16. RULES REGARDING INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

17. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
(a) Expenses: Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
(b) Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
(c) Access to Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
(d) Parties in Interest; Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
(e) Entire Agreement; Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
(f) Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
(g) Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
(h) Public Announcements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
(i) Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
(j) Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
(k) Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
(l) Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
(m) Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

</TABLE>

10
<PAGE> 5

EXHIBITS
Exh.
- - ----
<TABLE>
<S> <C>
1(a) Adjustment Escrow Agreement
1(b) Indemnity Escrow Agreement
2 Consulting Agreement
3 Lease Agreement
4 Noncompetition Agreement
5 Opinion of Sellers' Counsel
6 Opinion of Purchaser's Counsel

SCHEDULES

Sch.
- - ----

4(k) Key Personnel
6(a) Foreign Qualifications
6(b) Contracts Concerning Capital Stock
6(h) Financials
6(i) Liabilities
6(k) Tax Matters
6(l) Encumbrances
6(m) Sellers' Property
6(n) Leased Property
6(o) Tangible Personal Property
6(p) Intangibles
6(q) Insurance
6(r) Litigation
6(s) Contracts
6(t) Government Compliance
6(u) Labor Relations; Employees
6(v) Employee Plans
6(w) Certain Changes
6(x) Approvals
6(y) Receivables
6(z) Customers and Suppliers
6(aa) Warranties
6 (bb)(i) Prepaid Items
6(bb)(ii) Affiliated Transactions
6(bb)(iii) Bank Accounts
10(c) Property Transferred to Sellers
</TABLE>

11
<PAGE> 6

POST-CLOSING SCHEDULES

Sch.
- - ----
1 Closing Financial Statements
2 Closing Net Book Value
3 Purchase Price Adjustment

12
<PAGE> 7

STOCK PURCHASE AGREEMENT

RELATING TO THE PURCHASE
AND SALE OF THE OUTSTANDING
COMMON STOCK OF H. C. CONNELL, INC.

DATED AS OF OCTOBER __, 1995
<PAGE> 8

STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT, dated as of October __, 1995
("Agreement"), by and among Able Telcom Holding Corporation, a Florida
corporation, or its designee ("Purchaser"), and H. C. Connell and Lois A.
Connell, individuals residing at _______________________________ (hereinafter
individually referred to as a "Seller" and collectively referred to as
"Sellers").

W I T N E S S E T H:

WHEREAS, Sellers own an aggregate of 10,000 shares (the
"Shares") of the common stock, par value $ 1.00 per share (the "Common Stock"),
of H. C. Connell, Inc., a Florida corporation (the "Company"), which
constitutes all of the issued and outstanding capital stock of the Company; and

WHEREAS, Sellers desire to sell to Purchaser, and Purchaser
desires to purchase, all of the Shares from Sellers upon the terms and
conditions and for a purchase price as set forth herein.

NOW, THEREFORE, in consideration of the premises and of the
mutual promises of the parties hereto, the parties hereby agree as follows:

1. PURCHASE AND SALE OF COMMON STOCK

Subject to the terms and conditions contained in this
Agreement and in reliance upon the representations, warranties and agreements
of the parties, on the Closing Date (as hereinafter defined), the Sellers shall
sell, assign and deliver to Purchaser, and Purchaser shall purchase from
Sellers, the Shares, free and clear of all Encumbrances (as hereinafter
defined), at the price and on the payment terms set forth in this Agreement.

2. CLOSING

(a) Time and Place of Closing. The consummation of the
transactions contemplated by this Agreement (the "Closing") shall take place at
the offices of Richard C. Jans, P.A., 380 W. Alfred Street, Tavares, Florida
32778 at 10:00 a.m. on October 31, 1995 or at such other time, date and place
as the parties may agree upon (the "Closing Date").

(b) Purchase Price. The aggregate purchase price of
$________________ (the "Purchase Price") for the Shares, subject to the
adjustments provided herein, shall consist of:

(i) $_________, by wire transfer at the Closing
to an account designated by Sellers in writing at least five days prior to the
Closing ("Closing Payment");
<PAGE> 9

(ii) $250,000, deposited in escrow (the
"Adjustment Escrow") with Proskauer Rose Goetz & Mendelsohn LLP as escrow agent
(the "Escrow Agent") pursuant to an Escrow Agreement among Purchaser, the
Sellers and the Escrow Agent, substantially in the form attached hereto as
Exhibit 1(a) (the "Adjustment Escrow Agreement").

(iii) $250,000, deposited in escrow (the "Indemnity
Escrow") with the Escrow Agent pursuant to an Escrow Agreement among Purchaser,
the Sellers and the Escrow Agent, substantially in the form attached hereto as
Exhibit 1(b) (the "Indemnity Escrow Agreement").

(i) Sellers shall deliver or cause to be
delivered to Purchaser:

(A) duly issued certificates for an
aggregate of 10,000 shares of Common Stock, representing all of the then issued
and outstanding shares of Common Stock, without legends, duly endorsed for
transfer or accompanied by duly endorsed stock powers, as Purchaser shall
designate, together with any required stock transfer stamps affixed and
cancelled at the expense of Sellers;

(B) resignations of such officers and
directors of the Company, effective as of the Closing Date, as Purchaser shall
designate in writing at least three days prior to the Closing Date;

(D) the certificates, agreements,
opinion and other instruments required to be delivered by Sellers hereunder;

(E) except as otherwise provided in
subsection (F) below, proof in a form satisfactory to Purchaser of termination
of all shareholders agreements and employment agreements, if any, between the
Company and any or all of the Sellers or among any of the Sellers;

(F) a consulting agreement (the
"Consulting Agreement"), fully and properly executed by H. C. Connell,
substantially in the form attached hereto as Exhibit 2;

(G) estoppel certificates from the
lessor of each parcel of Real Property (as hereinafter defined) and from any
subtenant of any of the Real Property;

(H) releases of any security interests
held in the Shares or in any other capital stock of the Company in form and
substance mutually satisfactory to the parties hereto (the "Releases");

2
<PAGE> 10

(I) a good standing certificate for the
Company, dated no later than 30 days before the Closing Date, from the State of
Florida and all other jurisdictions in which it is required to be qualified to
do business; and

(J) a lease agreement (the "Lease
Agreement"), fully and properly executed by Sellers and the Company,
substantially in the form attached hereto as Exhibit 3.

(ii) Purchaser shall deliver or cause to be
delivered to Sellers:

(A) the Closing Payment as required
under Paragraph 2(b) above; and

(B) the certificates, agreements,
opinion and other instruments required to be delivered by Purchaser hereunder.

(iii) Sellers shall enter into Noncompetition
Agreements in form attached hereto as Exhibit 4 (the "Noncompetition
Agreements").

(iv) Purchaser, Sellers and the Escrow Agent shall
enter into the Escrow Agreement and Purchaser shall deliver to the Escrow Agent
the amount required under Paragraph 2(b)(ii) above.

3. POST-CLOSING PURCHASE PRICE ADJUSTMENT

(a) Closing Net Book Value. Within 90 days following the
Closing Date, Sellers shall cause the public accounting firm of Shumacker,
Johnston & Ross, P.A., Leesburg, Florida ("SJR"), to prepare and deliver to
Purchaser (i) audited financial statements for the Company as of the Closing
Date (the "Closing Financial Statements"), and (ii) a calculation of the net
book value of the Company as of the Closing Date (the "Closing Net Book
Value"). During the preparation of the Closing Financial Statements, the
Company shall cause SJR to give Purchaser's employees and agents access to all
work papers, books and records relating to said Closing Financial Statements.
The Closing Financial Statements, which shall be appended to this Agreement
following the Closing as Post-Closing Schedule 1, shall be prepared in
accordance with generally accepted accounting principles applied on the same
basis and in accordance with the same practice standards and procedures used in
the preparation of the unaudited financial statements of the Company for the
period ended August 31, 1995 which heretofore have been delivered to Purchaser,
and in accordance with all books, records and accounts of the Company, which
shall be true, correct and complete, and shall present fairly the consolidated
financial position of the Company as of the date of such audited financial
statements. The Closing Net Book Value, which shall be set forth on
Post-Closing Schedule 2, shall be certified by Sellers and audited by
Shumacker, Johnston & Ross, P.A., which shall issue an unqualified report
thereon. For the purpose of this Agreement, the term "Closing Net Book Value"
shall be equal to the "Total Stockholders' Equity" as reflected on the Closing
Financial

3
<PAGE> 11

Statements as prepared by Shumacker, Johnston & Ross, P.A. (subject to
adjustment is provided below) determined in conformity with generally accepted
accounting principals consistently applied.

(b) Objections.

(i) Purchaser and its representatives shall have
the right to review all work papers and procedures used to prepare the Closing
Financial Statements and the calculation of the Closing Net Book Value, and
shall have the right to perform any other reasonable procedures necessary to
verify the accuracy thereof. Unless Purchaser, within 30 days after delivery
to Purchaser of the Closing Financial Statements and the calculation of the
Closing Net Book Value, notifies Sellers in writing that it objects to the
Closing Financial Statements and/or the calculation of the Closing Net Book
Value, and specifies the basis for such objection, such Closing Financial
Statements and Closing Net Book Value shall become final, binding and
conclusive upon the parties for purposes of this Agreement; provided, however,
that the fact that the Closing Financial Statements and Closing Net Book Value
become final, binding and conclusive shall not affect in any manner the
representations and warranties contained in this Agreement.

(ii) If Purchaser and Sellers are unable to
resolve any objections to the Closing Financial Statements or the calculation
of the Closing Net Book Value within 10 days after any such notification has
been given, the dispute shall be referred to [DESIGNATE INDEPENDENT ACCOUNTANTS
OTHER THAN CONNELL'S OR ABLE'S] for resolution (or, if
____________________________ is unavailable, to another nationally recognized
public accounting firm mutually agreed upon by Purchaser and Sellers within
five days from the date upon which ___________________________ notifies the
parties that it is not available)(the "Reviewing Firm"). If the Purchaser and
Sellers are unable to agree upon the designation of the Reviewing Firm within
such time, either party may thereafter request that the President of the
American Arbitration Association make such designation. The Reviewing Firm so
designated will make a written determination as to each of the items in
dispute, which determination shall be final, conclusive and binding upon each
of the parties hereto; provided, however, that the fact that the Financial
Statements and the calculation of the Closing Net Book Value become final,
binding and conclusive shall not affect in any manner the representations and
warranties contained in this Agreement. The Reviewing Firm shall be limited in
its review to the items and calculations specified in the written notice
presented to the Reviewing Firm from the Purchaser and Sellers. The Reviewing
Firm shall issue a written report within 30 days following their designation,
setting forth in reasonable detail its determination regarding the disputed
items. Purchaser and Sellers agree to cooperate with each other and with each
other's authorized representatives in order to resolve any and all matters in
dispute under this Section 3 as soon as practicable and to share the fees and
expenses of the designated accounting firm equally.

4
<PAGE> 12

(i) Upon the Closing Financial Statements and the
Closing Net Book Value becoming final, binding and conclusive as set forth
above, if the Closing Net Book Value is greater than $____________ [INSERT BOOK
VALUE PER AUG. 31 STATEMENT], the Purchase Price shall be adjusted upward,
dollar-for-dollar, by such difference (such difference, if any, hereinafter
shall be referred to as the "Net Book Value Excess"); if the Closing Net Book
Value is less than $____________, the Purchase Price shall be adjusted
downward, dollar-for-dollar, by such difference (such difference, if any,
hereinafter shall be referred to as the "Net Book Value Deficiency"); if the
amount in respect of the line-item "cash and cash equivalents" included in the
Financial Statements is less than $400,000, the Purchase Price shall be
adjusted downward, dollar-for-dollar, by such difference (the amount of such
downward adjustment, if any, hereinafter shall be referred to as the "Cash and
Cash Equivalents Deficiency"). Any net upward or downward adjustments to the
Purchase Price resulting from the calculation of the Net Book Value Excess, Net
Book Value Deficiency and/or the Cash and Cash Equivalents Deficiency shall
hereinafter be referred to as the "Purchase Price Increase" or the "Purchase
Price Decrease," respectively, as the case may be.

(ii) Within five days after the determination of
the Purchase Price adjustments, if any, required by Section 3(c)(i), the
Purchase Price shall be adjusted and/or paid as follows:

(A) If there is a Purchase Price
Increase, Purchaser and Sellers shall instruct the Escrow Agent to disburse
from the Adjustment Escrow to Sellers the total amount held in such Adjustment
Escrow, and Purchaser shall pay to Sellers, in cash, an amount equal to the
Purchase Price Increase;

(B) If there is a Purchase Price
Decrease, (i) Purchaser and Sellers shall instruct the Escrow Agent to
immediately disburse to Purchaser from the Adjustment Escrow an amount equal to
the Purchase Price Decrease, (ii) Purchaser and Seller shall instruct the
Escrow Agent to disburse to Sellers the balance, if any, of the Adjustment
Escrow. If the Purchase Price Decrease exceeds $250,000, then Sellers shall
immediately pay to Purchaser the excess of the Purchase Price Decrease over
$250,000.

The Purchase Price Adjustment, if any, shall be set forth on
Post-Closing Schedule 3, which shall be appended to this Agreement.

4. CONDITIONS TO OBLIGATIONS OF PURCHASER

The obligations of Purchaser to perform this Agreement are
subject to the satisfaction of the following conditions on or prior to the
Closing Date, unless waived in writing by Purchaser, and Sellers shall use
their best efforts to cause such conditions to be fulfilled:

5
<PAGE> 13

(a) Representations and Warranties. The representations
and warranties of Sellers in this Agreement or in any Schedule, Exhibit,
certificate or document delivered in connection herewith shall be true and
accurate in all material respects on the Closing Date as though made on and as
of the Closing Date, and on the Closing Date Purchaser shall have received a
certificate signed by Sellers to that effect.

(b) Performance of Agreements. Sellers shall have duly
performed, and shall have caused the Company to duly perform, in all material
respects, on or before the Closing Date, all agreements and obligations
required to be performed by them under this Agreement and Purchaser shall have
received a certificate signed by Sellers to that effect.

(c) Litigation, Permits, Approvals, Etc. No action, suit
or other proceeding shall be pending or overtly threatened before or by any
court, tribunal or governmental authority seeking or threatening to restrain or
prohibit the consummation of the transactions contemplated by this Agreement or
seeking to obtain substantial damages in respect thereof, or involving a claim
that consummation thereof would result in the violation of any law, decree,
rule or regulation of any governmental authority having appropriate
jurisdiction. Sellers shall have obtained, and shall have caused the Company
to obtain, all necessary consents, waivers, permits and approvals, if any are
required, from third parties or governmental authorities in connection with the
execution, delivery and performance of their respective obligations under this
Agreement and the transactions contemplated hereby including any consents,
waivers, permits, or approvals necessary to convey the Shares to Purchaser and
to continue in effect all Contracts listed on any Schedule to this Agreement as
in effect on the date hereof, at no cost or other adverse consequence to
Purchaser or the Company.

(d) Other Agreements. The agreements and instruments
referred to in Paragraph 2(c)(i), (iii) and (iv) shall have been duly executed
and delivered by the parties thereto.

(e) Opinion of Counsel for Sellers. Purchaser shall have
received a written opinion from Richard C. Jans, P.A., counsel to Sellers,
dated the Closing Date, substantially in the form attached hereto as Exhibit 5.

(f) Other Documents. The Company and Sellers shall have
delivered to Purchaser such other certificates, instruments and other documents
as Purchaser shall reasonably require in connection with the transactions
contemplated by this Agreement.

(g) Absence of Certain Material Adverse Changes. There
shall not have occurred since the date hereof (i) any material adverse change
in the financial condition or results of operations of the Company or the
Company's assets, liabilities, earnings, properties, net worth, business or
prospects or (ii) any other event, loss, damage, condition or state of facts of
any character which materially and adversely affects or can reasonably be
expected in the ordinary course of events materially and adversely to affect
the business, financial condition,

6
<PAGE> 14

results of operations, assets, liabilities, earnings, properties, net worth or
prospects of the Company.

(h) Due Diligence. The Company and Sellers shall have
provided Purchaser with access to all documents reasonably requested by
Purchaser and to inspection of any and all of the Company's assets and
facilities, and Purchaser shall be fully satisfied with its due diligence
review of the Company.

(i) Board Approval. Purchaser's Board of Directors shall
have approved the Agreement and the consummation of the transactions
contemplated by the Agreement.

(j) Lease with Sellers. The Company and Sellers shall
have delivered to Purchaser the Lease Agreement;

(k) [intentionally omitted]

(l) Accountants' Reliance Letters. Sellers shall have
delivered to Purchaser the written consent of Shumacker, Johnston & Ross, P.A.,
the independent auditors of the Financials, with respect to the use of those
statements and the agreement to provide signed opinions and consents with
respect thereto, at any time and from time-to- time, at no cost to Purchaser,
on any required filings with the Securities and Exchange Commission by
Purchaser for a period of one year after the Closing.

5. CONDITIONS TO OBLIGATIONS OF SELLERS

The obligations of Sellers to perform this Agreement are
subject to the satisfaction of the following conditions on or prior to the
Closing Date, unless waived in writing by Sellers, and Purchaser shall use its
best efforts to cause such conditions to be fulfilled:

(a) Representations and Warranties. The representations
and warranties of Purchaser in this Agreement or in any certificate or document
delivered in connection herewith shall be true and accurate in all material
respects on the Closing Date as though made on and as of the Closing Date, and
Sellers shall have received a certificate signed by a duly authorized officer
of Purchaser to that effect.

(b) Performance of Agreements. Purchaser shall have duly
performed in all material respects all agreements and obligations required to
be performed by it under this Agreement on or before the Closing Date and
Sellers shall have received a certificate signed by a duly authorized officer
of Purchaser to that effect.

(c) Litigation, Permits, Approvals, Etc. No action, suit
or other proceeding shall be pending or overtly threatened before or by a
court, tribunal or governmental authority seeking or threatening to restrain or
prohibit the consummation of the transactions contemplated by this Agreement or
seeking to obtain substantial damages in respect thereof or involving a

7
<PAGE> 15

claim that consummation thereof would result in the violation of any law,
decree, rule or regulation of any governmental authority having appropriate
jurisdiction. Purchaser shall have obtained all necessary consents, waivers,
permits and approvals, if any are required, from third parties or governmental
authorities in connection with the execution, delivery and performance of its
obligations under this Agreement and the transactions contemplated hereby.

(d) Other Agreements. The Payments, agreements and
instruments referred to in Paragraph 2(c)(ii), (iii) and (iv) shall have been
duly executed and delivered by the parties thereto.

(e) Lease with Sellers. The Company and Sellers shall
have fully executed a lease, pursuant to which the Company shall lease the
premises located at 400 McCormack Street, Leesburg, Florida, from Sellers,
substantially in the form attached hereto as Exhibit 3;

(f) Opinion of Counsel for Purchaser. Sellers shall have
received a written opinion from Proskauer Rose Goetz & Mendelsohn, LLP, Counsel
to Purchaser, dated the Closing Date, substantially in the form attached hereto
as Exhibit 6.

6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLERS

Sellers, jointly and severally, represent and warrant to, and
covenant with, Purchaser as follows:

(a) Organization, Standing and Power. The Company is a
duly organized and validly existing corporation in good standing under the laws
of Florida and has full power and authority to own, lease and operate its
properties and to carry on its business as now being conducted in the manner of
and in the places in which such business is now being conducted. The Company
is duly qualified to do business and is in good standing as a foreign
corporation in each jurisdiction in which it is required to be so qualified.
Schedule 6(a) contains a correct and complete list of each such jurisdiction in
which the Company is so qualified.

(b) Capitalization. The Company has an authorized
capitalization of 10,000 shares of common stock, par value $1.00 per share, of
which 10,000 shares are issued and outstanding (and no shares are held as
treasury stock). There are no other shares of capital stock or equity
securities of the Company authorized. Each Seller owns that number of shares
of the capital stock of the Company as are set forth opposite his or her name
on Schedule 6(b) hereto. The Shares are duly authorized, validly issued and
outstanding, fully paid and nonassessable with no personal liability attaching
to the ownership thereof. Except for the Shares, there are no other shares of
capital stock or equity securities issued or outstanding. Except as set forth
on Schedule 6(b) (all of which shall be terminated or released on or prior to
the Closing Date at no cost or adverse consequences to the Company or the
Purchaser), no Seller is a party to any Contract (as defined below) relating to
the transfer, sale, assignment, purchase, pledge, conveyance or other
disposition of any of the Shares owned by such Seller.

8
<PAGE> 16

(c) Legal Authority, Binding Effect. Sellers and the
Company have, and will on the Closing Date have, full legal right, power and
authority to execute, deliver and perform this Agreement, the Escrow Agreement,
the Lease Agreement, the Noncompetition Agreements and the Consulting
Agreement, and all other writings, spousal and other waivers and consents
relating hereto (collectively the "Closing Documents") to be signed by the
Sellers and/or the Company, and to consummate the transactions contemplated
hereunder and thereunder, including selling and transferring the Shares to
Purchaser. This Agreement does, and when executed by the Sellers and/or the
Company, the other Closing Documents shall, constitute legal, valid and binding
obligations of the Sellers and the Company and such other respective parties,
enforceable in accordance with their respective terms.

(d) No Conflicts, etc. Neither the execution and
delivery of this Agreement, nor any of the other Closing Documents, nor the
consummation by Sellers of the transactions contemplated hereby or thereby, nor
compliance with any of the provisions hereof or thereof, will: (i) conflict
with or result in a breach of the Articles of Incorporation or By-Laws of the
Company; (ii) violate any statute, law, rule or regulation or any order, writ,
injunction or decree of any court or governmental authority; (iii) violate or
conflict with, result in any breach of, constitute a default under, give rise
to any right of termination or acceleration of, or require any consent,
approval or other action of any third party, under any mortgage, indenture, or
other agreement or writing of any nature to which any Seller or the Company is
a party or by which any of them or their respective assets or properties may be
bound other than the agreements listed on Schedule 6(x), respecting all of
which Sellers shall have obtained appropriate consents except as otherwise
noted on such Schedule.

(e) Charter Documents and By-Laws. The Sellers have
delivered to Purchaser a true, correct and complete copy of the Articles of
Incorporation (including all amendments thereto) of the Company certified by
the Secretary of State of the relevant state of incorporation, and a true,
correct and complete copy of the by-laws of the Company as currently in effect,
which copies have been certified by the Secretary of the Company. No action or
proceeding is pending or contemplated for the amendment of the Articles of
Incorporation or the bylaws of the Company or for the dissolution or
liquidation of the Company.

(f) Outstanding Options, Warrants or Other Rights. Other
than as described on Schedule 6(b), the Company does not have outstanding any
option, warrant or other right permitting or requiring it or others to purchase
or acquire any shares of capital stock or other equity securities of the
Company. There are no securities issued or outstanding which are convertible
into or exchangeable for any of the foregoing and there are no contracts,
commitments, agreements, understandings, arrangements or restrictions, whether
or not in writing, to issue or grant any such option, warrant, right or
convertible or exchangeable security. No shares of Common Stock or other
securities of the Company are reserved for issuance for any purpose. There are
no voting trusts or other contracts, commitments, agreements, understandings,
arrangements or restrictions of any kind with respect to the ownership, voting
or transfer of shares of Common Stock or other securities of the Company,
including without limitation, any pre-emptive rights, rights of first refusal
or similar rights. The

9
<PAGE> 17

Company has no direct or indirect ownership interest in excess of 2% of the
outstanding shares or beneficial interest in any corporation, business trust,
firm, partnership, joint venture or other entity or organization. The Company
has conducted its business only through the Company.

(g) Ownership. Except as set forth on Schedule 6(b), the
Sellers are the sole lawful owners of record, and beneficially, of all of the
issued and outstanding shares of Common Stock of the Company free and clear of
all of the following (collectively, "Encumbrances"): security interests,
liens, pledges, claims, charges, options, rights of first refusal, mortgages,
indentures, encumbrances or other agreements, restrictions, limitations,
third-party rights, obligations or commitments of any kind, whether written or
verbal.

(h) Financial Statements. The Sellers have delivered to
Purchaser (i) audited financial statements of the Company for the fiscal years
ended June 30, 1993, 1994 and 1995, together with all related notes thereto and
any reports thereon prepared by the Company's accountants (the "Historical
Financials"); and (ii) unaudited financial statements of the Company for the
two month period ended August 31, 1995 (the "Interim Financials") (the
Historical Financials and the Interim Financials collectively are referred to
as the "Financials"). The Financials, which are attached hereto as Schedule
6(h), are complete and correct, are in accordance with all books, records and
accounts of the Company and present fairly the financial position of the
Company and the results of operations and statements of cash flows as of the
respective dates and for the respective periods indicated, in conformity with
generally accepted accounting principles consistently applied throughout the
periods indicated and with prior periods.

(i) Liabilities. The Company does not have any
liabilities or obligations (whether direct or indirect, matured or unmatured,
contingent or otherwise) of any nature, excluding income taxes which are
provided for in the notes to the Financials, except (i) liabilities and
obligations disclosed on the Financials, (ii) liabilities and obligations not
specifically reflected, reserved against or given effect in the Financials
which are disclosed specifically in Schedule 6(i) hereto, (iii) liabilities and
obligations incurred in the ordinary course of business of the Company,
consistent with past practice, between the date of the Interim Financials and
the date hereof, which are of similar kinds and amounts as those set forth in
the Interim Financials and which are not materially adverse to the operations
or prospects of the Company's business (iv) liabilities and obligations fully
covered by insurance, except for deductible amounts of the policies set forth
in Schedule 6(p) hereto, and (v) other liabilities and obligations of the
Company, as specifically disclosed in Schedule 6(i), incurred between the date
of the Interim Financials and the date hereof.

(j) [intentionally omitted]

(k) Tax Matters. Except as set forth on Schedule 6(k),
(i) the Company has filed or will file within the time prescribed by law all
tax and information returns and tax reports (including but not limited to
income, franchise, real property, sales, use, employment, estimated, severance,
occupation, withholding, payroll, gross receipts, ad valorem, transfer, profit,
excise,

10
<PAGE> 18

stamp taxes and custom duties) required to be filed with respect to the
business and assets of the Company with the appropriate governmental agencies
in all jurisdictions in which such returns and reports are required by law to
be filed, has paid in full (or made adequate provision in the Financials with
respect to returns and reports not yet due for the payment of) all taxes,
interest, penalties, additions to tax, assessments or deficiencies due or
claimed to be due on or in respect to all such tax and information returns and
reports, and all such returns and reports filed for any year or period
commencing prior to the Closing date are or will be true, correct and complete,
with no omission, deficiency, error, misstatement or misrepresentation by the
Company, (ii) true and complete copies of all such returns and reports and
related documents have been made available and, when requested, have been
supplied to Purchaser, (iii) the Company has not consented with any taxing
authority to any extensions of time of any applicable statute of limitations in
connection with the filing of such returns and reports or the payment of taxes
and sums claimed due, (iv) the Company has not received any notice of any
failure to file any such return or report or failure to pay any taxes or
assessments, (v) the Financials of the Company contain adequate provisions for
all federal, state, local and foreign income, franchise, real property,
personal property, sales, use, occupation, excise, withholding, payroll, gross
receipts, ad valorem, transfer, profit, employment, estimated, severance,
stamp, custom duties and other taxes of the Company, including interest and
penalties in respect thereof, required to have been accrued or for which the
Company may be liable as of the respective dates thereof (as if the taxable
year ended on such dates), (vi) the Company is not the subject of any pending
or threatened tax examination nor is it a party to any proceeding or inquiry by
any governmental authority for the assessment or the proposed assessment or for
the collection of taxes, or interest or penalties with respect thereto, nor has
any claim for the assessment or proposed assessment or for the collection of
taxes, or interest or penalties with respect thereto, been asserted against the
Company, (vii) there are no liens for taxes that are due and unpaid on any of
the properties or assets of the Company, (viii) the United States Federal
income tax returns of, and the state, local and foreign tax returns filed by
the Company have not been audited by the United States Internal Revenue Service
or the relevant tax authorities for any fiscal years of the Company ended on or
after _________________, which are the only fiscal years (together with fiscal
year ____) which are open and subject to audit or for which the statues of
limitations for claims for tax deficiencies have not yet expired, (ix) the
results of all prior audits by the Internal Revenue Service and the relevant
tax authorities are properly reflected in the Financials and any deficiencies
proposed or assessed have been paid, and (x) neither the Company nor any
predecessor corporation has ever filed any consent pursuant to Section 341(f)
of the Internal Revenue Code of 1986, as amended or any predecessor statute.

(l) Title to Property and Related Matters. Except as set
forth on Schedule 6(l), the Company has good and marketable title to all the
properties and assets included on the Interim Financials (except properties,
interests in properties and assets sold or otherwise disposed of since the date
of such Interim Financials in the ordinary course of business and otherwise
consistent with the provisions of this Agreement), and shall have good and
marketable title to all the properties and assets of the Company on the Closing
Date, free and clear of all easements, rights of way, building or use
restrictions, exceptions, reservations, limitations, or other Encumbrances of
any kind, except as described in Schedule 6(l) hereto. Such properties

11
<PAGE> 19

and assets are in good order and working condition, ordinary wear and tear
excepted, and there does not now exist and shall not exist at the Closing Date
any condition which interferes with the economic value thereof or the use
thereof in the manner used by the Company in its business prior to the date
hereof. The Company has taken all actions reasonably necessary to maintain
such properties and assets in good order and working condition in accordance
with good business practices. The properties and assets owned, leased or
licensed by the Company constitute all of the properties and assets necessary
to conduct the business of the Company as it is presently conducted.

(m) Real Property Owned by Sellers.

(i) Schedule 6(m) contains a brief description of
the real property owned by Sellers and leased by the Company and the
improvements (including buildings and other structures) located on such real
property (including a brief description of the use to which such property is
being employed and the termination date or notice requirement with respect to
termination, annual rental and renewal or purchase options) (the "Sellers' Real
Property"). Schedule 6(m) also lists all guarantees of such lease given by the
Company or any other person or entity. Complete and correct copies of all such
leases and guarantees have been delivered by Sellers to the Purchaser as of the
date hereof. The Company or the Sellers have all required legal and valid
occupancy permits and other required licenses or governmental approvals for the
Sellers' Real Property. Except as set forth on Schedule 6(m) hereto, as of the
date of this Agreement the Sellers have not received any notice of, nor do the
Sellers have any knowledge of, (A) any violations (collectively, "Violations",
and individually, a "Violation") of any applicable statute, rule or regulation
or requirements of any federal, state or municipal department or agency having
jurisdiction against or affecting the Sellers' Real Property or the
construction, management, ownership, maintenance, operation, use, improvement,
acquisition or sale thereof (including, without limitation, building, health,
safety, zoning and Environmental Laws) (collectively, "Legal Requirements")
whether or not officially noted or issued, or (B) any condition relating to the
Sellers' Real Property which would constitute a Violation. The Sellers' Real
Property is, and on the Closing Date shall be, in material compliance with any
and all applicable Legal Requirements in any way pertinent or relating to the
acquisition, operation, management, maintenance, use, improvement, sale, and
ownership of the Sellers' Real Property. Sellers shall cause the Company to
give Purchaser notice of any Violations of which Sellers or the Company shall
obtain notice or knowledge between the date of this Agreement and the Closing.
Sellers shall be jointly and severally responsible for the removal of all
material Violations, if any, issued or existing with respect to the Sellers'
Real Property which relate to the period up to and including the Closing Date,
whether discovered before or after the Closing, and it shall be a condition to
Purchaser's obligation to close the transactions contemplated by this Agreement
that on the Closing Date, the Sellers' Real Property will be in material
compliance with all Legal Requirements. Notwithstanding the foregoing, Sellers
acknowledge that the closing of the transactions contemplated hereby shall not
be deemed a waiver by Purchaser of Sellers' obligations pursuant to this
Paragraph or of any rights which Purchaser may have as a result of a breach of
the representations and warranties contained in this Paragraph.

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<PAGE> 20

(ii) There is no (a) pending or, to the best of
Sellers' or the Company's knowledge, contemplated annexation or condemnation or
similar proceedings affecting, or which may affect, all or any portion of the
Sellers' Real Property (b) proposed or pending proceeding to change or redefine
the zoning classification of all or any portion of such Sellers' Real Property
or (c) proposed change in road patterns or grades which may adversely affect
access to any roads providing a means of ingress to or egress from the Sellers'
Real Property.

(iii) There is no pending imposition of any special
or other assessments for public betterments or otherwise, and there are no
proposed or, to the best of Sellers' knowledge, pending special assessments
affecting the Sellers' Real Property or any portion thereof or any penalties or
interest due with respect to real estate taxes assessed against all or any
portion of the Sellers' Real Property that are payable by the Company and could
result in a lien against the Sellers' Real Property.

(iv) Except as listed on Schedule 6(m), (a) the
Sellers' Real Property (including all improvements thereon) does not contain
any underground storage tanks, asbestos, polychlorinated biphenyls, solid
wastes, or hazardous substances as such terms may be defined by all applicable
federal, state and local environmental protection laws and regulations
("Environmental Laws"); (b) no part of the Sellers' Real Property has been
listed, or proposed for listing on the National Priorities List pursuant to the
Comprehensive Environmental Response, Compensation and Liability Act or on a
registry or inventory of inactive hazardous waste sites maintained by any state
and the Sellers have not received any notices that they are a potentially
responsible person under such Act or any similar statute, rule or regulation
with respect to any hazardous waste site; and (c) except as listed on Schedule
6(r), the Sellers have not caused or permitted to exist, as a result of an
intentional or unintentional action or omission on their part, a disposal,
discharge or release (including the movement of material through or in air,
soil, surface or ground water) on or from the Sellers' Real Property of solid
wastes, pollutants or hazardous substances as such terms are defined by the
Environmental Laws unless said disposal, discharge or release was pursuant to
and in compliance with the conditions of a permit issued by an appropriate
federal, state or local governmental agency. Any liability or obligation with
respect the foregoing, to the extent such liability or obligation relates to or
arises out of conditions or matters in existence or activities or events which
occurred on or prior to the Closing, constitute a liability or obligation for
which Purchaser shall be indemnified pursuant to Section 14 regardless of
whether Sellers had knowledge thereof.

(v) Except as listed on Schedule 6(m), the
Sellers' Real Property has adequate water and sewer supply for the present use
of the Sellers' Real Property and all sewer and water supply facilities
required for the present use of the Real Property are properly and fully
installed and operating. All other public or private utilities necessary for
the operation of the Sellers' Real Property for its present use are properly
and fully installed and operating. All such utilities enter the Sellers' Real
Property through adjoining public streets or through valid easements across
adjoining private lands, and all installation, connection and capital recovery
charges in connection with such utilities have been paid in full.

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<PAGE> 21

(vi) Except as listed on Schedule 6(m), to the
extent any improvements have been made to the Sellers' Real Property, such
improvements have been completed and there are no interior or exterior
structural defects or other material defects in such improvements or any
material defect in the plumbing, electrical, mechanical, heating, ventilating
or air-conditioning systems or other systems; and all such systems are in good
working order, and all roofs and basements are in good condition and free of
leaks.

(vii) Neither the Company nor any Seller has
received nor do they have knowledge of any notice or request from any insurance
company or Board of Fire Underwriters (or organization exercising functions
similar thereto) or from any mortgagee requesting the performance of any work
or alteration in respect of the Sellers' Real Property.

(viii) There has been no damage to any portion of
the Sellers' Real Property caused by fire or other casualty which has not been
fully repaired or restored.

(ix) All oil and/or gas burners, incinerators,
furnaces and other fuel burning devices at the Sellers' Real Property comply
with all applicable Laws, including, without limitation, all air pollution and
environmental control laws.

(n) Real Property Leased by the Company.

(i) The Company owns no real property. Schedule
6(n) contains a list and brief description of all real property leased by the
Company, other than the Sellers' Real Property, and the improvements (including
buildings and other structures) located on such real property (including a
brief description of the use to which such property is being employed and the
termination date or notice requirement with respect to termination, annual
rental and renewal or purchase options) (excluding the Sellers' Real Property,
the "Real Property"). Schedule 6(n) also lists all guarantees of such leases
given by the Company or any other person or entity. Complete and correct
copies of all such leases and guarantees have been delivered by Sellers to the
Purchaser as of the date hereof. The Company (or the lessor under the relevant
lease), has all required legal and valid occupancy permits and other required
licenses or governmental approvals for each of the properties and premises
leased, used or occupied by the Company. Each such lease is legal, valid and
binding as between the Company, and the other party or parties thereto and the
Company is a tenant or possessor in good standing thereunder, free of any
default or breach whatsoever and quietly enjoys the premises provided for
therein. Each rental and other payment due thereunder has been duly made; each
act required to be performed has been duly performed; and no act forbidden to
be performed has been performed thereunder. The Company has the legal right
(without the consent or other approval of any other party) to possess and
quietly enjoy each of such premises and properties under each of such leases to
which it is a party. Except as set forth on Schedule 6(n) hereto, as of the
date of this Agreement the Company has not received any notice of, nor do the
Sellers have any knowledge of, (A) any violations of any applicable Legal
Requirements whether or not officially noted or issued, or (B) any condition
relating to the Real Property which, to the best knowledge of Sellers, would
constitute a Violation. The Real Property is, and on the Closing Date shall
be, to the best of

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<PAGE> 22

Sellers' and the Company's knowledge, in full compliance with any and all
applicable Legal Requirements in any way pertinent or relating to the
acquisition, operation, management, maintenance, use, improvement, sale, and
ownership of the Real Property. Sellers shall cause the Company to give
Purchaser notice of any Violations of which Sellers or the Company shall obtain
notice or knowledge between the date of this Agreement and the Closing.
Notwithstanding any qualifications of the foregoing representations by
reference to Sellers' or the Company's knowledge, Sellers shall be jointly and
severally responsible for the removal of such Violations as relate solely to
the Company's use and operation of such Real Property, if any, issued or
existing with respect to the Real Property which relate to the period up to and
including the Closing Date, whether discovered before or after the Closing, and
it shall be a condition to Purchaser's obligation to close the transactions
contemplated by this Agreement that on the Closing Date, the Real Property will
be in full compliance with all Legal Requirements. Notwithstanding the
foregoing, Sellers acknowledge that the closing of the transactions
contemplated hereby shall not be deemed a waiver by Purchaser of Sellers'
obligations pursuant to this Paragraph or of any rights which Purchaser may
have as a result of a breach of the representations and warranties contained in
this Paragraph.

(ii) There is, to the best of Sellers' or the
Company's knowledge, no (a) pending or contemplated annexation or condemnation
or similar proceedings affecting, or which may affect, all or any portion of
the Real Property (b) proposed or pending proceeding to change or redefine the
zoning classification of all or any portion of such Real Property or (c)
proposed change in road patterns or grades which may adversely affect access to
any roads providing a means of ingress to or egress from the Real Property.

(iii) There is, to the best of Sellers' or the
Company's knowledge, no pending imposition of any special or other assessments
for public betterments or otherwise, and there are no proposed or, pending
special assessments affecting the Real Property or any portion thereof or any
penalties or interest due with respect to real estate taxes assessed against
all or any portion of the Real Property that are payable by the Company and
could result in a lien against the Real Property.

(iv) Except as listed on Schedule 6(n), to the
best of Sellers' or the Company's knowledge (a) the Real Property now leased or
any other Real Property ever owned or operated by the Company or a predecessor
(including all improvements thereon) does not contain any underground storage
tanks, asbestos, polychlorinated biphenyls, solid wastes, or hazardous
substances as such terms may be defined by the Environmental Laws; (b) no part
of the Real Property now leased or any other Real Property ever owned or
operated by the Company or any predecessor has been listed, or proposed for
listing on the National Priorities List pursuant to the Comprehensive
Environmental Response, Compensation and Liability Act or on a registry or
inventory of inactive hazardous waste sites maintained by any state and the
Company has not received any notices that it is a potentially responsible
person under such Act or any similar statute, rule or regulation with respect
to any hazardous waste site; and (c) except as listed on Schedule 6(r), the
Company has not caused or permitted to exist, as a result of an intentional or
unintentional action or omission on its part, a disposal, discharge or release

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<PAGE> 23

(including the movement of material through or in air, soil, surface or ground
water) on or from the Real Property of solid wastes, pollutants or hazardous
substances as such terms are defined by the Environmental Laws unless said
disposal, discharge or release was pursuant to and in compliance with the
conditions of a permit issued by an appropriate federal, state or local
governmental agency.

(v) To the knowledge of the Company and Sellers,
and except as listed on Schedule 6(n), to the extent any improvements have been
made to the Real Property, such improvements have been completed and there are
no interior or exterior structural defects or other material defects in such
improvements or any material defect in the plumbing, electrical, mechanical,
heating, ventilating or air-conditioning systems or other systems; and all such
systems are in good working order, and all roofs and basements are in good
condition and free of leaks.

(vi) Neither the Company nor any Seller has
received nor do they have knowledge of any notice or request from any insurance
company or Board of Fire Underwriters (or organization exercising functions
similar thereto) or from any mortgagee requesting the performance of any work
or alteration in respect of the Real Property.

(vii) There has been no damage to any portion of
the Real Property caused by fire or other casualty which has not been fully
repaired or restored.

(o) Tangible Personal Property. Schedule 6(o) contains a
list of each item of machinery, equipment, furniture, fixtures, raw materials,
computers, vehicles and other fixed assets (collectively, the "Personal
Property") of the Company included on the Financials. Schedule 6(o) also
contains a list and brief description of each lease or other agreement under
which the Company leases, licenses, holds or operates any item of such Personal
Property.

(p) Intangibles. Schedule 6(p) contains a list of (A)
all non-governmental licenses held by the Company (including, as to each such
license, the name of the licensee and licensor, a description of the subject
matter of the license, the termination date or notice requirement with respect
to termination, basis of royalties calculation and renewal options) and (B) all
trademarks, trade names (including the Company's corporate name), service
marks, copyrights, know-how, patents and applications for any of the foregoing
owned by or registered in the name of the Company or otherwise relating to or
used in connection with the business of the Company and (C) computer programs
and software, all proprietary processes, operating procedures, and other
documents and information necessary to enable Purchaser to conduct the business
of the Company in substantially the same manner as it has been conducted to
date (collectively, the "Intangibles"). Except as set forth on Schedule 6(p),
the Company owns or has valid license, as the case may be, for all Intangibles
and pays no royalty with respect to any of them and the Company has the
exclusive right to bring actions for the infringement thereof. The Company has
not violated any such license or infringed any trademark, trade name, service
mark, copyright, know-how, patent or proprietary right of any other person or
entity. The Company has a license for all computer software necessary for the
operation of the business in

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<PAGE> 24

accordance with current practice. Except as listed on Schedule 6(p), there is
no pending or, to the best of the knowledge of Sellers or the Company,
threatened claim or litigation against the Company contesting its right to use,
or the validity of, or asserting the misuse of any of the Intangibles of the
Company.

(q) Insurance. Schedule 6(q) contains a true and
complete list and a brief description (including name of insurer, agent, annual
premium, coverage and expiration date) of all insurance policies (including
"key man" policies, if any) currently in force with respect to the business and
assets of the Company including, without limitation, of liability, burglary,
theft, fidelity, life, fire and other forms of insurance of any kind. The
Company is in compliance with all of the provisions of its insurance policies
and is not in default under any of the terms thereof. Each such policy is
outstanding and in full force and effect and the Company is the sole
beneficiary of its policies. All premiums and other payments due from the
Company under or on account of any such policy have been paid. Sellers shall
cause the Company to keep all such insurance coverage in full force and effect
through the Closing Date. The products liability, personal injury and property
damage insurance maintained by the Company has been on an "occurrence" basis
during the three year period prior to the Closing Date. All tangible assets
are insured at replacement value. The Company has furnished to Purchaser
copies of all reports of inspections by insurance carriers from ______________,
through the date hereof. Schedule 6(q) sets forth all property damage or
personal injury claims asserted against the Company during the past three
years. The Company has given each notice and presented each claim under each
such policy and taken any other required action with respect thereto in due and
timely fashion. All such claims have been or are being defended by insurance
carriers without reservation and are totally covered by insurance. Copies of
all such policies have been furnished to Purchaser.

(r) Litigation, Etc. Except as disclosed in Schedule
6(q) or in Schedule 6(r), there are no actions, suits, claims, inquiries,
proceedings or investigations pending or, to the best of Sellers' knowledge,
threatened against or affecting the Company or Sellers or their respective
businesses, assets or properties or the Shares, at law or in equity, before or
by any court, commission, board, bureau, agency, instrumentalities or other
foreign, federal, state, local or other governmental authority. Neither of the
Sellers knows of any basis for any such action, suit, claim, charge,
investigation or proceeding and, except as set forth on Schedule 6(q) or on
Schedule 6(r), none of the foregoing has been pending during the last five
years. There is no outstanding order, injunction or decree of any court or
governmental agency against or affecting the Company, its assets or business or
the Shares. Also listed on Schedule 6(r) is a description of each action
brought or presently intended to be brought on behalf of the Company except
collection actions in each case involving less than $5,000 and with respect to
which there is no claim, counterclaim or cross-claim whether actual or
threatened, by any party other than the Company. All costs and liabilities
relating to any litigations listed on Schedule 6(q) are fully covered by
existing insurance of the Company (except to the extent of any applicable
deductible).

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<PAGE> 25

(s) Agreements, Etc. Schedule 6(s) contains a true and
complete list of all written and oral contracts, agreements, leases, mortgages,
indentures, guarantees, commitments, understandings, licenses and other
instruments and obligations of any kind (collectively "Contracts") to which the
Company is a party or by which any of its assets are bound. True and complete
copies of all Contracts listed on Schedule 6(s) (or, in the case of oral
contracts, accurate summaries) have been delivered to Purchaser. With respect
to all Contracts, whether listed on Schedule 6(s) or on any other Schedule to
this Agreement, except as otherwise set forth on such Schedules, (i) all
Contracts are in full force and effect and constitute legal, valid and binding
obligations of the respective parties thereto; (ii) the Company has performed
all obligations required to be performed by it and no default, or event which
with notice or lapse of time or both would constitute a default, exists in
respect thereof on the part of the Company or, to the knowledge of Sellers,
the other parties thereto; (iii) the continuation, validity and effectiveness
of all Contracts under the current material terms thereof (including without
limitation the current rentals under any leases or licenses) will in no way be
affected by the transfer of the Shares to Purchaser under this Agreement or, if
any would be affected without a consent or waiver, Sellers shall cause an
appropriate consent or waiver respecting such transfer to be delivered to
Purchaser prior to the Closing Date with no adverse consequences to the Company
or Purchaser; and (iv) all Contracts have been entered into on an arms-length
basis and none is materially burdensome to the Company's business (except with
respect to Contracts with affiliated parties which are so indicated on Schedule
6(s)). If any Contracts are subject to expiration or termination prior to the
Closing Date, Sellers shall, if requested by Purchaser, use their best efforts
to extend such Contracts on reasonable terms in accordance with its past
practice, after consultation with Purchaser.

(t) Compliance; Governmental Authorizations.

(i) Except as set forth on Schedule 6(t), (A) the
Company is and for the past five years has been in material compliance with all
foreign, federal, state and local laws, statutes, ordinances, rules,
regulations and orders applicable to the operation, conduct or ownership of its
business or properties, including without limitation matters relating to the
environment, anti-competitive practices, improper payments, discrimination,
employment, health and safety (including but not limited to the Occupational
Safety and Health Act ("OSHA"), the Clean Water Act, the Clean Air Act, the
Resource Conservation and Recovery Act, the Toxic Substances Control Act, the
Comprehensive Environmental Response, Compensation and Liability Act, the Equal
Employment Opportunity Act ("EEOC") or any amendments thereto) and has not
received any notice or charge asserting any violation of any such law; (B)
except as described on Schedule 6(m) or 6(n), the Company has not disposed of
any solid wastes or pollutants in any manner which may form the basis for any
present or future claim, demand or action seeking cleanup of any site,
location, or body of water, surface or subsurface; and (C) the Company has all
federal, state and local governmental licenses, permits, approvals,
authorizations and consents ("Permits") necessary in the conduct of its
business, and such Permits are in full force and effect, and no violations are
or have been recorded in respect of any thereof, and no proceeding is pending
or threatened to revoke or limit any thereof. Schedule 6(t) contains a list
of: (1) all such governmental Permits (none of which will be

18
<PAGE> 26

affected by the transfer of the Shares unless otherwise indicated on said
Schedule) and (2) all consents, orders, decrees and other compliance agreements
under which the Company is operating or bound, copies of all of which have been
furnished to Purchaser. Within the past five years, the Company has not
entered into any agreement with, had any material dispute with, or, to the
Sellers' knowledge, been investigated by any governmental authority, community
group or other third party that could restrict the operation of its business.

(ii) The Company has furnished to Purchaser copies
of all reports of inspections relating to the Company's business and properties
prior to the date hereof under OSHA, EEOC and EPA or comparable state or local
legislation and all other applicable federal, state and local laws and
regulations. The deficiencies, if any, noted on such reports or any
deficiencies noted by inspection through the Closing Date have been corrected
or have been adequately reserved against on the Financials. Except as listed
on Schedule 6(t), Sellers and the Company do not know or have reason to know of
any other safety, health, environmental, anti-competitive, discrimination or
employment problems relating to the business, assets or employment practices of
the Company.

(u) Labor Relations; Employees. The Company has a total
of approximately __ employees and has generally enjoyed a good
employer-employee relationship with its employees. Schedule 6(u) contains a
list of all current officers, managers, directors, employees, consultants and
independent contractors of the Company who during the present calendar year are
expected to receive aggregate remuneration (bonus, benefits and salary) in
excess of [$25,000] from the Company, together with the current job title and
aggregate remuneration rate (bonus, benefits and salary) for each such person.
Purchaser has been supplied with true and complete copies of all personnel
codes, practices, procedures, policies, affirmative action programs and similar
materials. The Company has accrued by adequate reserves on the Financials all
wages, salaries, bonuses, vacation pay and other direct, indirect and deferred
compensation earned by, or accrued for the benefit of, all employees of the
Company. Except as set forth on Schedule 6(u), upon termination of the
employment of any Company employee by Purchaser, neither Purchaser nor the
Company will incur any liability for any severance or termination pay, pension
or profit-sharing benefit or other similar payment except as listed on Schedule
6(u). Except as listed on Schedule 6(u), the Company has not engaged in any
unfair labor practice, there is no unfair labor practice or similar complaint
against the Company pending before the National Labor Relations Board or
similar authority or strike, dispute, slowdown or stoppage pending or, to the
knowledge of the Company and Sellers, threatened against or involving the
Company or any complaint pending before the EEOC or any comparable federal,
state or local fair employment practices agency and none has occurred during
the last five years; no union organization efforts are pending, nor have any
occurred during the past three years, at any facility of the Company and no
collective bargaining agreement is currently in effect or being negotiated by
Company; no grievance procedure or arbitration proceeding is pending under any
collective bargaining agreements or otherwise and the Company has not received
any notice from any labor union or group of employees that such union or group
represents or believes it represents or intends to represent any of the
employees of the Company. Neither the Company nor any officer or director of
the Company has made any loan or given

19
<PAGE> 27

anything (with the exception of gifts which individually and in the aggregate
are immaterial in value), of value directly or indirectly, to any officer,
official, agent or representative of any labor union or group of employees.
Except as set forth on Schedule 6(u), the Company has materially complied with
all laws relating to the employment of labor, including any provisions thereof
relating to wages, hours, equal employment, safety, collective bargaining and
the payment of social security and similar taxes, and the Company is not liable
for any arrears of wages or any taxes or penalties for failure to comply with
any of the foregoing.

(v) Employee Benefit Plans.

(i) All employee benefit plans, as defined in
Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), and any other pension, bonus, deferred compensation, stock bonus,
stock purchase, postretirement medical, hospitalization, health and other
employee benefit plan, program or arrangement, whether formal or informal,
under which the Company has any obligation or liability, or under which any
employee or former employee of the Company has any rights to benefits (the
"Benefit Plans") are set forth on Schedule 6(v) hereto. None of the Benefit
Plans is (i) subject to the funding requirements in Title I, Subtitle B, Part 3
of ERISA or Section 412 of the Internal Revenue Code of 1986, as amended (the
"Code"), (ii) subject to Title IV of ERISA or (iii) a "multiemployer plan", as
such term is defined in Section 3(37) and 4001(a)(3) of ERISA and Section
414(f) of the Code. The Company is not a member of a "controlled group" within
the meaning of Section 414(b), (c), (m) and (o) of the Code or Section
4001(b)(1) of ERISA.

(ii) In all material respects, the terms of the
Benefit Plans are, and the Benefit Plans have been administered, in accordance
with the applicable requirements of ERISA, the Code, applicable law and the
respective plan documents. None of the Benefit Plans are under audit or is the
subject of an investigation by the Internal Revenue Service, the U.S.
Department of Labor or any other federal or state governmental agency. Except
as disclosed on Schedule 6(v), all reports and information required to be filed
with, or provided to, the United States Department of Labor, Internal Revenue
Service, Pension Benefit Guaranty Corporation (the "PBGC") and plan
participants and beneficiaries with respect to each Benefit Plan have been, in
all material respects, timely filed or provided. With respect to each Benefit
Plan for which an Annual Report has been filed, no material change has occurred
with respect to the matters covered by the most recent Annual Report since the
date thereof, except as disclosed in Schedule 6(v).

(iii) The Company does not now, and in the past has
not, maintained an "employee pension benefit plan," as defined in Section 3(2)
of ERISA.

(iv) With respect to each Benefit Plan, all
contributions, premiums or other payments due or required to be made to such
plans as of the Closing Date have been or will be made prior to the Closing
Date or have been accrued on the Closing Balance Sheet.

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<PAGE> 28

(v) There are not now, nor have there been, any
"prohibited transactions," as such term is defined in Section 4975 of the Code
or Section 406 of ERISA, involving the Company with respect to the Benefit
Plans that could subject the Company or any other party-in-interest to the
penalty or tax imposed under Section 502(i) of ERISA and Section 4975 of the
Code.

(vi) No claim, lawsuit, arbitration or other
action has been instituted, asserted or to the knowledge of the Company and
Sellers threatened by or on behalf of such Benefit Plans or by any employee
alleging a breach or breaches of fiduciary duties or violations of other
applicable state or federal law with respect to such Benefit Plans, which could
result in liability on the part of the Company or a Benefit Plan under ERISA or
any other law, nor is there any known basis for successful prosecution of such
a claim, and Purchaser will be notified promptly in writing of any such
threatened or pending claim arising between the date hereof and the Closing.

(vii) Except as set forth on Schedule 6(v)
regarding life insurance or as may be required by the Consolidated Omnibus
Budget and Reconciliation Act of 1985, as amended ("COBRA"), no Benefit Plan
which is an employee welfare benefit plan (within the meaning of Section 3(i)
of ERISA) provides for continuing benefits or coverage for any participant or
beneficiary of a participant after such participant's termination of employment
nor does the Company have any current or projected liability under any such
plans.

(viii) The Company has not maintained or contributed
to, nor does the Company currently maintain or contribute to, any severance pay
plan.

(ix) No individual will accrue or receive any
additional benefits, service, or accelerated rights to payment or vesting of
benefits under any Benefit Plan as a result of the transactions contemplated by
this Agreement.

(x) The Company has in all material respects
complied with the requirements of COBRA.

(w) Certain Changes. Except in each case as listed in
Schedule 6(w) hereto, since December 31, 1994, there has not been (i) any
material change in the earnings assets, properties, business operations,
prospects or goodwill of the Company, other than changes occurring in the
ordinary course of business which, either separately or in the aggregate, have
not materially and adversely affected any thereof; or (ii) any material loss or
damage (including, without limitation, as a result of (whether or not covered
by insurance) any fire, flood, accident, exploitation, strike, labor
disturbance, riot, act of God or the public enemy or other calamity or casualty
or otherwise) of or to the assets and properties of the Company.

(x) Approvals. Except as set forth on Schedule 6(x)
hereto, no consent or approval of, or notification to any person, party, court,
governmental authority or other entity is required to be obtained by the
Company or Sellers in connection with the execution and

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<PAGE> 29

delivery of this Agreement or the performance of the terms hereof or the
consummation of the transactions provided for herein. Each act required to be
taken by or on the part of the Company and Sellers to carry out this Agreement
or any other related agreement or Closing Document and the transactions
contemplated hereby have been duly and properly taken.

(y) Accounts and Notes Receivable. Except as set forth
on Schedule 6(y), the Company has no accounts receivable other than those of
customers. The reserves for uncollectible items shown on the Financial are
sufficient in amount. The books and records of the Company state correctly the
facts stated therein with respect to each Receivable and the balance due
thereon. Each payment reflected on such books and records as having been made
on each such Receivable was made by the respective account debtor and not
directly or indirectly by any shareholder, director, officer, employee or agent
of the Company. At least [95 PERCENT] of such Receivables shall be collectible
in their full recorded amount (without giving effect to any reserves and
including any accounts or notes receivable written off after _____________),
with no offset or counterclaim prior to the date that is 120 days past the
Closing Date, except for the notes listed on Schedule 6(y) which have a later
maturity date, as indicated on such Schedule, which notes shall be paid on or
before such maturity dates. Sellers have caused the Company to deliver to
Purchaser an aged list of unpaid accounts and notes receivable owing to the
Company from third parties as of ____________ and shall cause the Company to
furnish to Purchaser an aged accounts receivable schedule as of a date within
five days prior to the Closing Date. Each Receivable and each such document
and instrument and each transaction underlying or relating to it conforms in
all material respects, including, without limitation, in respect of interest
rates charged, notices given and disclosures made, to the requirements and
provisions of each applicable law, rule or regulation relating to credit,
consumer credit, credit practices, credit advertising, credit reporting, retail
installment sales, credit cards, collections, usury, interest rates and
truth-in-lending, including, without limitation, the Federal Truth in Lending
Act, as amended and Regulation Z issued by the Board of Governors of the
Federal Reserve System thereunder.

(z) Customers. Schedule 6(z) is a true and complete list
of the [10] largest customers (measured by U.S. dollar volume in each case) of
the Company during each of the last two fiscal years, showing, with respect to
each, the name and dollar volume involved which each such customer represented.
The Company is not required to provide any bonding or other financial security
arrangements in connection with any transactions with any of its customers in
the ordinary course of its business, except as provided on Schedule 6(z).
Except as set forth on Schedule 6(z), the Company is not engaged in any
material disputes with its customers. Sellers are unaware of any loss or
threatened loss of any customer, supplier, distributor, or account of the
Company which is material to the business of the Company nor are Sellers aware
of any customer which is considering termination, nonrenewal or any adverse
modification of its arrangements with the Company. While the Sellers are not
able to guarantee that the transactions contemplated by this Agreement will not
have an adverse effect on Purchaser's relationship with any of the Company's
customers or suppliers after the Closing Date, and the Sellers are making no
representation to such effect, Sellers have no knowledge of any specific

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<PAGE> 30

reason why any customer or supplier will not continue to do business with the
Company or any expressed intent not to so continue.

(aa) Warranties. Schedule 6(aa) is a true and complete
list of the warranty bonds and Contracts with express warranty provisions under
which the Company is obligated to provide repairs or replacements.

(bb) Miscellaneous.

(i) Prepaid Items. Except as provided on
Schedule 6(bb)(i), the assets of the Company recorded on the Financials do not
and will not include any contracts for future services or prepaid items or
deferred charges, the full value or benefit of which will not be usable by the
Company, or any goodwill, organization expense or other intangible asset.

(ii) Affiliated Transactions. Schedule 6(bb)(ii)
lists all amounts paid (or deemed for accounting purposes to have been paid) by
the Company to, or received by the Company from, Sellers or any of Sellers'
affiliates during the current and the last three fiscal years for products or
services (including any charge for management, interest, capital employed,
administrative, purchasing, financial or other services).

(iii) Bank Accounts; Officers; Directors; Credit
Cards. Schedule 6(bb)(iii) is a list of all bank accounts and safe deposit
boxes in the name of or controlled by the Company and details about the persons
having access thereto. Schedule 6(bb)(iii) also contains a list of all
officers, directors and managers of the Company and all credit cards under
which the Company has current or future liability and the names of the persons
holding such cards. All personal charges made on such credit cards through the
Closing Date shall be paid to the Company by the holders of such cards on or
prior to the payment date for such charges.

(iv) Business Generally. Since January 1, 1995,
to the best knowledge of Sellers and the Company, there have been no events,
transactions or information affecting or relating to the Company specifically
which could be reasonably expected to have a material adverse effect on the
business and operations of the Company.

(v) Interruption of Business. The Company has
not suffered or experienced any interruption of its business and operations at
any time during the past five years.

(vi) No Brokers or Finders. No person or entity
is entitled to any brokerage commission, finder's fees, advisory or other like
payment from the Company or Sellers in connection with this Agreement or the
transactions contemplated hereby.

(vii) Minute Books. The minute books of the
Company, as previously made available to Purchaser, contain complete and
accurate records of all meetings and accurately reflect all other corporate
action of the respective shareholders and board of directors of the Company.

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<PAGE> 31

(viii) Disclosures. No representation or warranty
by Sellers contained in this Agreement, and no statement contained in any
certificate, Schedule, Exhibit, list or other writing furnished to Purchaser by
or at the direction of the Company or the Sellers in connection with this
transaction, contains any untrue statement of a material fact or omits to state
a material fact necessary in order to make the statements contained herein or
therein not misleading. All Schedules and Exhibits hereto are true and
complete.

7. REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to Sellers, as follows:

(a) Organization, Standing and Power. Purchaser is a
corporation duly organized, validly existing and in good standing under the
laws of the State of [FLORIDA]. Purchaser has all requisite corporate power
and authority to execute, deliver and perform this Agreement and all other
writings relating hereto.

(b) Authority. The execution, delivery and performance
of this Agreement and all other writings relating hereto by Purchaser have been
duly and validly authorized by the Board of Directors and, if required by law
or otherwise, by the shareholders of Purchaser. This Agreement and all other
writings relating hereto to be signed by Purchaser constitute the valid and
binding obligations of Purchaser enforceable in accordance with their
respective terms. Neither the execution and delivery of this Agreement or any
other writing relating hereto nor the consummation by Purchaser of the
transactions contemplated hereby or thereby, nor compliance by Purchaser with
any of the provisions hereof or thereof, will: (i) conflict with or result in a
breach of the Certificate of Incorporation or By-Laws of Purchaser; (ii)
violate any statute, law, rule or regulation or any order, writ, injunction or
decree of any court or governmental authority; or (iii) violate or conflict
with or constitute a default under (or give rise to any right of termination,
cancellation or acceleration under) any agreement or writing of any nature or
restriction of any kind to which Purchaser is a party or by which it or its
assets or properties may be bound.

(c) Approvals. No consent or approval of or notification
to any governmental authority is required in connection with the execution and
delivery by Purchaser of this Agreement, any writing relating hereto or the
consummation of the transactions contemplated hereby or thereby. There are no
claims, actions, suits, inquiries, proceedings or investigations pending or, to
the best of Purchaser's knowledge, after due inquiry, threatened against
Purchaser or any affiliate or their respective businesses which might enjoin,
delay or prevent consummation of the transactions contemplated by this
Agreement.

8. ESCROW FUNDS

Contemporaneously with the Closing hereunder and pursuant to
Sections 2(b)(ii) and (iii) hereof, Purchaser shall cause to be deposited into
interest bearing escrow accounts (the "Escrow Funds") established with the
Escrow Agent, an amount equal to $250,000 in each

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<PAGE> 32

Escrow Fund. The Escrow Agent shall serve as trustee over such funds in
accordance with the Escrow Agreements. The Escrow Agent shall be authorized to
disburse the Escrow Funds, or portions thereof, only pursuant to and in
accordance with the Escrow Agreements.

9. SURVIVAL OF REPRESENTATIONS AND WARRANTIES

All representations and warranties made by any party to this
Agreement or pursuant hereto shall survive the Closing hereunder for a period
of two years from the Closing Date except that the representations and
warranties contained in or made pursuant to Paragraphs 6(b), 6(f), 6(g), shall
survive the Closing hereunder indefinitely and the representations and
warranties contained in or made pursuant to Paragraph 6(k) hereof shall survive
the Closing hereunder until six months after the expiration of the applicable
statutes of limitations relating to taxes (including any extensions thereof).
The expiration of any representation or warranty shall not affect any claim
made in writing prior to the date of such expiration. The representations and
warranties hereunder shall not be affected or diminished by any investigation
at any time by or on behalf of the party for whose benefit such representations
and warranties were made or by the closing of the transactions contemplated
hereby. All statements contained herein or in any Schedule, certificate,
Exhibit or list delivered pursuant to this Agreement hereby shall be deemed to
be representations and warranties.

10. CONDUCT AND TRANSACTION PRIOR TO CLOSING

(a) Access to Records and Properties of the Company.
From and after the date hereof until the Closing Date, Sellers shall cause the
Company to afford and, with respect to clause (ii) below, shall cause the
Company's independent public accountants to afford, (i) to the officers,
independent public accountants, counsel and other representatives of Purchaser,
full access at all reasonable times, upon reasonable notice to, and in the
manner agreed by, the Company and Sellers, to the assets, properties,
contracts, premises, books and records (including tax returns filed and those
in preparation) of the Company in order that Purchaser may have full
opportunity to make investigations of the assets and affairs of the Company,
and to such additional financial and operating data and other information about
the business and properties of the Company as Purchaser shall from time to time
reasonably request; and (ii) to the independent public accountants of Purchaser
full (but confidential) access at all reasonable times, upon reasonable notice
to, and in the manner agreed by, the Company's independent public accountants,
to work papers and other records of the Company's independent public
accountants relating to the Company. Unless and until the acquisition
contemplated herein has been consummated, Purchaser shall, and shall cause its
agents, to hold in confidence all information obtained pursuant to this
Agreement. If such acquisition is not consummated, Purchaser shall return to
the Company all documents (including any copies thereof) which have been given
by the Company or Sellers to Purchaser and shall destroy all documents
(including any copies thereof) created by Purchaser or its professional
advisors in connection with Purchaser's evaluation of the acquisition
contemplated hereby. Such obligation of confidentiality shall not extend to
any information which is shown to have been (A) previously known to Purchaser
prior to August 29, 1995, (B) generally known to others engaged in the trade or
business of the

25
<PAGE> 33

Company, (C) part of public knowledge or literature, or (D) lawfully received
by Purchaser from a third party (not including the Company or Sellers).
Notwithstanding the foregoing, any investigation made pursuant to clause (i) or
(ii) above shall not affect or otherwise diminish any of the representations
and warranties of sellers hereunder.

(b) Operation of Business of the Company. From the date
hereof to the Closing Date, except as consented to or approved by an officer of
Purchaser in writing or as required by this Agreement:

(i) The business of the Company shall be operated
diligently and conducted only in the ordinary course of business consistent
with present practices.

(ii) No change shall be made in the number of
shares of issued capital stock of the Company.

(iii) Sellers shall use their best efforts to
continue the Company's sales and profit margins at not less than the present
rate; to preserve the Company's business organization; to keep available to the
Purchaser the present services of the Company's officers and employees; and to
preserve for Purchaser the goodwill of the Company's suppliers, landlords,
customers, distributors and others with whom business relationships exist.

(iv) The Company shall not enter into any Contract
relating to employment, compensation or benefits or enter into or amend any
employee benefit plan.

(v) The Company shall maintain in effect all
insurance policies with respect to its business and properties of the type and
in amounts consistent with present practice.

(vi) The Company shall, consistent with prior
practice, maintain and preserve its assets in good condition and repair,
reasonable wear and tear excepted and shall not dispose of any capital assets
(except for trade-ins or dispositions of obsolete equipment in the normal
course of business).

(vii) The Company shall maintain its books,
accounts and records in accordance with its customary accounting practices and
in a manner consistent with good business practices.

(viii) The Company shall comply with all material
provisions of law and of its leases and Contracts.

(c) Negative Covenants. From the date hereof until the
Closing, except as otherwise consented to or approved by an officer of
Purchaser in writing or required by this Agreement, the Company shall not (i)
modify, amend or cancel any of the provisions of any of its leases or material
Contracts, or enter into any new Contract that is not terminable by it on not
more than 30 days' notice; (ii) increase the remuneration (including wages,
bonuses, salaries,

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<PAGE> 34

expense accounts and benefits of any kind) of any director, officer or employee
of Seller; (iii) alter the premises listed on Schedule 6(m) or 6(n); (iv)
except as provided on Schedule 10(c), permit or suffer any director, officer or
shareholder of the Company or any agent thereof to remove or purchase anything
of value located at the premises of any office, or other facility of the
Company; or (v) enter into any commitment for any capital expenditures which in
any one instance exceed $10,000 or in the aggregate exceed $25,000.

(d) Standstill. Unless the transactions contemplated by
this Agreement shall be terminated as permitted hereunder, neither Sellers nor
the Company shall solicit inquiries or proposals or participate in any
negotiations concerning, or provide any person with any information in
connection with, any acquisition or purchase by merger, consolidation, sale of
stock or assets or otherwise of all or substantially all of the assets or
capital stock of the Company. Sellers shall promptly notify Purchaser if the
Company or Sellers receive any such inquiries or proposals and shall provide
Purchaser with copies of any communications with respect thereto.

(e) Supplements. From time to time prior to the Closing
Date, Sellers shall furnish and shall cause the Company to furnish to Purchaser
supplemental information with respect to any matters or events arising or
discovered subsequent to the date hereof which, if existing or known on the
date hereof, would have rendered any statement, representation or warranty made
by Sellers or any information contained in any Schedule hereto then inaccurate
or incomplete; the furnishing of such supplemental information shall not,
however, affect or otherwise diminish any of the representations and warranties
of Sellers hereunder.

11. ADDITIONAL COVENANTS.

(a) Employment and Noncompetition Agreements. At the
Closing, Sellers shall enter into the Noncompetition Agreements and H.C.
Connell shall enter into the Consulting Agreement.

(b) Lease Agreement. Sellers shall enter into the Lease
Agreement with the Company, on terms mutually acceptable to the Sellers and the
Purchaser.

(i) For purposes of this Section, the "Guaranteed
Receivables" means all accounts, notes and other receivables of the Company
recorded on the balance sheet contained in the Financial Statements (before any
reserves therefor reflected on such balance sheet and without giving effect to
any write-off of such receivables after August 31, 1995) and the gross amount
(before any reserves therefor and write-offs) of all accounts, notes and other
receivables of the Company acquired or arising after August 31, 1995 and
through the Closing Date (whether or not written off by the Company prior to
the Closing Date), but excluding all receivables from officers of the Company,
which shall be paid in full at the Closing.

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<PAGE> 35

(ii) After the Closing Date, Purchaser shall cause
the Company to use reasonable commercial efforts, consistent with the Company's
past practices, to collect the Guaranteed Receivables. Purchaser shall not,
however, be obligated to permit the Company or the Subsidiaries to continue to
do business with any person if Purchaser believes such continuation, or
continuation in accordance with past practices, will not be in the Company's or
Subsidiaries' best interests, nor shall Purchaser be obligated to cause or
allow the Company or any Subsidiary to institute legal proceedings to collect
any Guaranteed Receivables or to turn any of the Guaranteed Receivables over to
a collection agency. Amounts received from account debtors as payment of any
Guaranteed Receivables due from such account debtors shall be applied against
the oldest outstanding Guaranteed Receivables due from such account debtors
except in instances where any such account debtor specifies that such payment
is to be applied in a different manner or if there is a dispute as to the then
outstanding oldest receivable.

(iii) Purchaser shall have the right to assign to
Sellers, without recourse, any Guaranteed Receivables which remain unpaid as of
120 days following the Closing Date, such assignment to be made at any time
thereafter and Sellers jointly and severally shall pay to Purchaser in cash the
face amount of such assigned Guaranteed Receivables within 10 days of a written
notice to Sellers specifying the accounts and amounts involved. At Purchaser's
option in lieu of cash payment by Sellers as provided for in the preceding
sentence, Purchaser may offset the amount of such uncollectible Guaranteed
Receivables against amounts held in escrow pursuant to the Escrow Agreement.

(iv) Nothing contained herein shall affect the
representations and warranties contained in section 6(y) hereof.

(d) Just prior to the Closing, Sellers shall introduce
those representatives of Purchaser as Purchaser shall designate to the
Company's largest customer and shall use their best efforts to cause such
customer to acknowledge that it does not plan to terminate its existing
relationship with the Company following the Closing, subject to any termination
provisions which presently exist with respect to those relationships.

12. TAX MATTERS.

(a) The tax reports and returns of the Company for the
period ended June 30, 1995, and for the period from July 1, 1995 up to and
including the Closing Date, shall be promptly prepared by Sellers after the
Closing Date. All such tax reports and returns shall be prepared in accordance
with the Financials or the Closing Financial Statements, as the case may be.
At least 15 days prior to the due date of any such returns, Sellers shall cause
such returns to be delivered to Purchaser for its review, and no such returns
shall be filed without Purchaser's consent. To the extent that Purchaser
questions any item on the reports or returns, and the Purchaser and Sellers are
unable to resolve any such questions within 10 days, such dispute will be
submitted for binding arbitration to the Reviewing Firm, the cost of which
shall be is shared equally by the parties.

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<PAGE> 36

(b) Sellers and Purchaser agree that, for purposes of
reporting and paying federal and state income taxes, the Company's books will
be closed as of the Closing Date so that each item of income, loss, deduction
or credit shall be assigned to such short taxable year under normal tax
accounting rules.

(c) Sellers shall cause no election to be made, no
accounting method to be adopted and no position to be taken by, or with respect
to, the Company in a return for any period prior to the Closing Date
("Pre-Closing Periods") that has not yet been filed and that it has the
responsibility to cause to be prepared, in an amended return or refund claim
for a Pre-Closing Period or in a tax proceeding that is inconsistent with any
election, accounting method or position previously made, elected or taken by,
or with respect to, the Company in a return that has already been filed, unless
Purchaser provides its written consent.

(d) It is the intention of the parties that (i) Sellers
be economically responsible for all income taxes for all "Pre-Closing Periods"
(whether shown on the returns therefore or resulting from subsequent audit or
adjustment) by (A) such income taxes having been paid prior to closing, (B)
making an adjustment to the Purchase Price under Paragraph 3(c) hereof, or (C)
making a post-closing adjustment to the Purchase Price under Paragraph 16, if
there are income tax deficiencies for any prior period which Sellers have not
previously "paid" by actual pre-closing payment, accrual or Purchase Price
adjustment and (ii) Sellers receive the economic benefit of any refund of
income taxes which they have previous "paid" in the matter contemplated in (i)
(A)- (C) above, so long as such refund does not result from the carry-back of a
net operating loss, credit or other item from a post-closing period.
Accordingly, if the amount of the total tax shown on any Pre-Closing Period
return, as filed or upon audit, plus any deficiency of income tax for any
Pre-Closing Period resulting from audit or amended return from any such
Pre-Closing Period, exceeds the sum of the income taxes shown on the Closing
Financial Statement or the applicable Historical Financials, then Sellers shall
indemnify the Company and promptly pay to the Company or Purchaser, as directed
by the Company, an amount equal to such excess, and such amount shall be deemed
to be an adjustment to the Purchase Price under Paragraph 16. On the other
hand, any income tax refund for any prior taxable period, whether arising by
audit, the filing of an amended or substituted return, the application of a net
operating loss or other carry-back (but excluding any net operating loss or
other carry-back from a post-closing period) or otherwise, shall belong to
Sellers and shall be promptly remitted to Sellers upon receipt by the Company
or Purchaser after Closing, if Sellers previously paid such amount, in the
manner contemplated in paragraph (i) above.

(e) Following the Closing, the following procedures shall
be followed with respect to tax matters:

(i) No amended or substituted return for the
Company for any Pre-Closing Period shall be filed after Closing without the
written consent of Sellers; provided, however, that in determining whether to
give such consent, Sellers shall not act unreasonably.

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<PAGE> 37

(ii) After Closing, upon the receipt of any
notice, verbal or written, of audit, notice of audit findings ("30-day
letter"), statutory notice of deficiency ("90-day letter") or any other
document from a taxing authority relating to a potential income tax liability
or adjustment for any Pre-Closing Period, Purchaser will promptly notify
Sellers, in writing, of such notice. Sellers shall be entitled at Sellers'
expense to control and conduct the audit of and settle any matter relating to
income tax liabilities, refunds or adjustments for any Pre-Closing Period;
provided, however, that any matter in connection with any return which could
affect income tax liabilities, refunds or adjustments for any period following
the Closing for the Company, shall not be changed or adjusted without
Purchaser's consent, which shall not be unreasonably withheld.

(iii) If in any dispute with a taxing authority
relating to the Company, the taxing authority is clearly willing to settle such
dispute and so indicates unequivocable in writing on a basis acceptable to
Sellers, but unacceptable to Purchaser, then Sellers may elect to pay Purchaser
the cost of such settlement, including taxes that are the responsibility of
Sellers hereunder based on such settlement and, thereafter, Sellers shall be
relieved of further cost of such proceedings, including any taxes, attorneys'
and accountants' fees or other costs proceeding with the dispute nor shall they
be entitled to any reduction in taxes resulting from Purchaser's pursuant to
such proposed settlement; provided, however, that if such resolution could have
the effect of increasing the tax liabilities of, or attributable to, the
Company in a Post-Closing Period and Sellers have not agreed to indemnify
Purchaser fully for such increase, Sellers shall afford Purchaser the
opportunity to control jointly the conduct and resolution of the portion of
such tax proceeding that could have the effect of increasing the tax
liabilities of, or attributable to, the Company in a Post-Closing Period.

(iv) If it is necessary or appropriate, in the
reasonable judgement of Sellers, to protest or litigate any matter relating to
an income tax liability for any Pre-Closing Period, then Purchaser agrees to
execute and file on behalf of the Company such protests, petitions, complaints,
answers or other documents that may be, in the reasonable judgement of Sellers,
appropriate to such proceedings; provided, however, that any matter in
connection with any return that could affect the income tax liabilities,
refunds or adjustments for any period following the Closing for the Company,
shall not be changed or adjusted without Purchaser's consent, which shall not
be unreasonably withheld. All costs of such proceedings, including taxes,
attorneys' and accountants' fees and other expenses, shall be paid by Sellers.

(v) Before execution of any extension of the
statute of limitations for the Company for any Pre-Closing Period, Purchaser
shall obtain the consent of Sellers, which consent shall not be unreasonably
withheld.

13. COVENANTS OF PURCHASER

(a) Purchaser's Employee Benefit Plans. From and after
the Closing Date, all employees of the Company shall be eligible to participate
in the employee benefit plans offered by Purchaser to its employees.

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<PAGE> 38

(b) Name Change. Purchaser covenants with Sellers that
within three years of the Closing Date, Purchaser will file Amended Articles of
Incorporation with the Florida Secretary of State to change the name of the
Company in order to delete "H. C. Connell" from the Company's name and shall
not use "H. C. Connell" as a trade name thereafter.

(c) Release from Guarantees. Immediately following the
Closing, Purchaser shall use its best efforts to cause Sun Bank, N.A. to
release Sellers from any guarantees Sellers have given in connection with loans
or other indebtedness owed by the Company to Sun Bank, N.A. In the event, and
to the extent, that Purchaser is unable to obtain the release of Sellers as
required by the preceding sentence, Purchaser agrees to indemnify and hold
Sellers harmless from any liability whatsoever related to such indebtedness.
(d) Contractor's License. From and after the Closing
Date, the Company shall not operate under the Certified Underground Utility and
Excavation Contractor's License issued to Henry C. Connell (License No.
CUCO33902). Rather, Purchaser shall take whatever actions Purchaser determines
are necessary to have another properly licensed Certified Underground Utility
and Excavation Contractor's License for utilization by the Company.

14. INDEMNIFICATION OF PURCHASER

Subject to the provisions of Paragraphs 9 and 16 hereof,
Sellers hereby jointly and severally agree that each will indemnify, save
harmless and defend Purchaser and each of its shareholders, subsidiaries,
affiliates, officers and directors, and the Company, from and against any and
all losses, liabilities, fines, judgments, claims, damages, settlement
payments, actions or causes of action, Encumbrances, costs and expenses
(including reasonable attorney's fees) (individually a "Loss" and collectively
"Losses") incurred by any of them by reason of, or arising out of: (i) any
claims of any broker or finder engaged by Sellers or the Company; (ii) any
false or inaccurate representation or warranty by any Seller contained in this
Agreement (including the Schedules and Exhibits hereto) or in any certificate,
Schedule, Exhibit or list prepared for use and delivered to Purchaser pursuant
to this Agreement or any breach of any such representation or warranty; or
(iii) any breach by Sellers of any provision of this Agreement (or any other
agreements entered into pursuant hereto).

Sellers' herein indemnity shall be treated as an adjusted to
the Purchase Price and payable from the Escrow Fund to the extent that any such
funds are available in such Escrow Fund; provided, that the Escrow Fund is
insufficient or unavailable to satisfy Sellers' obligations to Purchaser
pursuant to this indemnity, Purchaser shall be entitled to enforce such
indemnity rights in an action at law and the establishment of the Escrow Fund
shall in no way limit, impair or preclude Purchaser's right to enforce Sellers'
obligations under this indemnity in any such action.

15. INDEMNIFICATION OF SELLERS

Subject to the provisions of Paragraphs 9 and 16 hereof,
Purchaser shall indemnify, save harmless and defend Sellers from and against
any and all losses, liabilities,

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<PAGE> 39

fines, judgments, claims, damages, settlement payments, actions or causes of
action, Encumbrances, costs and expenses (including reasonable attorney's fees)
incurred by any of them by reason of, or arising out of, (i) the breach of any
representation, warranty, agreement or covenant of Purchaser; or (ii) the
assertion against Sellers of any liability or obligation of the Company, other
than liabilities or obligations covered by Sellers' indemnification agreement
under Paragraph 14 above.

16. RULES REGARDING INDEMNIFICATION

The rights and obligations of each party claiming a right to
indemnification hereunder ("Indemnitee") from the other party ("Indemnitor")
shall be governed by the following rules:

(a) Within the applicable time period establish pursuant
to Paragraph 9 hereof, the Indemnitee shall give prompt written notice to the
Indemnitor of any state of facts which Indemnitee determines will give rise to
a claim by the Indemnitee against the Indemnitor based on the indemnity
agreements contained in Paragraphs 14 and 15 hereof, stating the nature and
basis of said claims and the amount thereof, to the extent known. No failure
to give such notice shall affect the indemnification obligations of Indemnitor
hereunder except to the extent Indemnitor can demonstrate such failure
materially prejudiced such Indemnitor's ability to successfully defend the
matter giving rise to the indemnification claim.

(b) All claims for adjustment of the purchase price under
this Paragraph 9 must be asserted within the applicable period of time set
forth in Paragraph 9 for the survival of such claim and shall be asserted and
resolved as follows:

(i) In the event that any claim or demand
potentially constituting a Loss hereunder is asserted against or sought to be
collected from the Purchaser or the Company by a third party ("Third Party
Claim"), Purchaser shall in writing promptly notify Sellers of such Third Party
Claim specifying the nature of such Third Party Claim and the amount or the
estimated amount thereof to the extent then feasible (which estimate shall not
be conclusive of the final amount of such Third Party Claim) (the "Claim
Notice"). The Indemnitor shall have 30 days from the receipt of the Claim
Notice (the "Notice Period") to notify the Indemnitee (A) whether the
Indemnitor disputes any or all of the Third Party Claim that would result in an
adjustment to the Purchase Price and (B) whether the Indemnitor desires, at its
sole cost and expense, to defend the Indemnitee against such Third Party Claim.
In the event that the Indemnitor notifies the Indemnitee within the Notice
Period that the Indemnitor desires to defend the Indemnitee against such Third
Party Claim and, except as hereinafter provided, the Indemnitor shall have the
absolute right to defend by appropriate proceedings, which proceedings shall be
promptly settled or prosecuted by the Indemnitor to a final conclusion. If the
Indemnitee desires to participate in, but not control, such defense or
settlement, it may do so at its sole cost and expense. If the Indemnitor has
not notified the Indemnitee that the Indemnitor disputes that all or part of
the Third Party Claim would result in an adjustment to the Purchase Price,
then (a) if the Indemnitor elects not to defend the Indemnitee against such

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<PAGE> 40

Third Party Claim, the amount of such Third Party Claim, or, (b) if such Third
Party Claim is contested by either the Indemnitor or the Indemnitee, that
portion thereof as to which a court of competent jurisdiction has finally
determined, from which no appeal has been taken, that such defense is
unsuccessful, shall be a Loss hereunder and the Purchase Price shall be
adjusted accordingly; provided, however, that nothing hereunder shall be deemed
to impair or restrict any right or remedy available to the Indemnitee to claim
a Purchase Price adjustment with respect to such disputed Third Party Claim or
any portion thereof, including the right to assert the same as a Loss
hereunder.
(ii) The Indemnitor shall make no settlement of
any Third Party Claims which the Indemnitor has undertaken to defend, without
the Indemnitee's consent unless the Indemnitor fully indemnifies the Indemnitee
for all Losses, there is no finding or admission of violation of law by, or
effect on any other claims that may be made against the Indemnitee and the
relief granted in connection therewith requires no action on the part of and
has no effect on the Indemnitee. However, in the event the Indemnitor shall
not offer reasonable assurances as to its financial capacity to satisfy any
final judgment or settlement, the Indemnitee may assume the defense and dispose
of the claim, after 30 days prior written notice to the Indemnitor.

(iii) Sellers shall not be responsible for Losses
otherwise indemnifiable hereunder until such Losses in the aggregate exceed
$20,000 (the "Basket Amount"). In the event that the aggregate of such Losses
exceeds the Basket Amount, Sellers shall indemnify Purchaser and all other
indemnified parties for all Losses in excess of the Basket Amount; provided,
however, that all Losses arising from breaches of Paragraphs 6(b), 6(f), 6(g),
6(m)(iv), 6(n)(iv), 6(r) and 6(y), matters covered by Paragraphs 12 and 14(i)
and claims for breaches of any agreement other than this agreement, may be
asserted without regard to the Basket Amount; and provided further that the
collect ability of accounts receivable governed by Paragraph 11(c) shall be
subject solely to the special amounts referred to in such paragraphs.

(iv) Any indemnifiable loss hereunder shall be
reduced by the amounts actually recovered by the indemnified party from its
insurance carriers and any amounts recovered by such party subsequent to the
payment by the indemnifying party hereunder with respect to the same claim
shall be remitted to the indemnifying party; provided that such remittance
shall not exceed the amount of the indemnification payment made by such
indemnifying party. Purchaser agrees to cause the Company after the Closing
Date to maintain insurance coverage substantially equivalent to the coverage
currently maintained by the Company to the extent that such policies provide
coverage for indemnifiable Losses, provided that such insurance coverage is
available at commercially acceptable rates and upon commercially acceptable
terms.

(v) In the event the Indemnitee should have a
claim for a Loss requiring an adjustment of the Purchase Price hereunder that
does not involve a Third Party Claim being asserted against or sought to be
collected from the Indemnitee, the Indemnitee shall promptly send a Claim
Notice with respect to such claim to the Indemnitor. If the Indemnitor does
not notify the Indemnitee within the Notice Period that the Indemnitor disputes
such claim,

33
<PAGE> 41
the amount of such claim shall be conclusively deemed a Loss hereunder
requiring adjustment of the Purchase Price hereunder.

(vi) Nothing herein shall deemed to prevent the
Purchaser from making a claim for adjustment of the Purchase Price hereunder
for potential or contingent claims or demands provided the Claim Notice sets
forth on specific basis for such potential or contingent claim or demand to the
extent then feasible and the Purchaser has reasonable grounds to believe such a
claim or demand may be made.

(vii) Except as otherwise provided herein, all
adjustments to the Purchase Price under Paragraph 14 shall be satisfied first
against the Escrow Amount (other than the portion held solely for the Purchase
Price Adjustment pursuant to the provisions of Paragraph 3(c) in accordance
with the provisions of the Escrow Agreement. When such portion of the Escrow
Amount is reduced to zero, the Purchaser may, in its sole discretion, next
claim against the amounts remaining unpaid under the Consulting Agreement and,
thereafter, the Sellers shall reimburse the Purchaser for any remaining
Purchase Price adjustment up to the full amount of the Purchase Price.
Provided, however, that the limitations in this Paragraph 16(b) (vii) shall in
no way be construed to limit any remedy the Purchaser may have against the
Sellers or any other person for fraud, willful misconduct or any other
intentional misrepresentation.

17. MISCELLANEOUS

(a) Expenses, Etc. All costs, fees or expenses
(including, without limitation, legal and accounting fees, any stock transfer
taxes and the cost of obtaining any consents or waivers required under
Paragraph 3(c) or 4(l) above) incurred by the Company or Sellers in connection
with this Agreement and the transactions contemplated hereby shall be borne by
Sellers. All sales, transfer or other taxes which may be payable by any party
in connection with this Agreement shall be borne by Sellers. All costs, fees
or expenses (including, without limitation, legal and accounting fees) incurred
by Purchaser in connection with this Agreement and the transactions
contemplated hereby shall not be borne by Sellers.

(b) Termination.

(A) This Agreement may be terminated at any
time prior to the Closing Date:

(i) by mutual consent of all of the parties;

(ii) by either Purchaser or the Sellers if there
has been a material breach of any representation, warranty, covenant or
agreement contained in this Agreement on the part of the other party; or

(iii) by either Purchaser or the Sellers if the
transactions contemplated herein shall not have been consummated by December
15, 1995.

34
<PAGE> 42

(B) In the event of termination of this
Agreement pursuant to this Paragraph, this Agreement shall forthwith become
void and there shall be no liability or obligation on the part of any party
except to the extent that such termination results from a material breach by
such party of any of its representations, warranties, covenants or agreements
set forth in this Agreement and except for Purchaser's confidentiality
obligations set forth in Paragraph 8.

(C) In the event that prior to closing
Purchaser has knowledge that any representation or warranty of the Sellers
contained in Paragraph 5 herein was materially incorrect when made or that
Sellers or the Company have materially violated any covenant contained in
Paragraph 8 hereof and Purchaser elects not to terminate this agreement
pursuant to Paragraph 17(b) and purchases the Stock at the Closing, Purchaser
shall by such action have conclusively waived any claim for a Purchase Price
adjustment under Paragraph 16 because of such incorrect representation or
warranty, breach of warranty or violation of covenant, but such waiver shall
only apply to the extent of Loss Purchaser should reasonably have foreseen
might flow from the knowledge Purchaser had prior to Closing.

(D) In the event that prior to Closing
Sellers have knowledge that any representation or warranty of Purchaser
contained in Paragraph 6 herein was materially incorrect when made or that
Purchaser has materially violated any covenant herein and the Sellers elect not
to terminate this agreement pursuant to paragraph 17(b) and sell the Stock at
the Closing, the Sellers shall by such action shall have conclusively waived a
claim for indemnification under Paragraph 14 because of such incorrect
representation of warranty, breach of warranty or violation of covenant, but
such waiver shall only apply to the extent of Loss Sellers should reasonably
have foreseen might flow from the knowledge Sellers had prior to Closing.

(c) Access to Records. Purchaser shall afford Sellers
and their agents, the opportunity, upon reasonable advance notice, to examine
and make copies of the books and records of the Company relating to all periods
through the Closing Date, in connection with tax and financial reporting
matters and other bona fide business purposes.

(d) Parties in Interest; Assignment. This Agreement
shall be binding upon, inure to the benefit of, and be enforceable by Sellers
and their respective executors, successors and assigns, and Purchaser and its
successors and assigns. No third party rights shall attach to any parties
other than the parties hereto. This Agreement shall not be assignable without
the written consent of the other parties except that Purchaser may assign its
rights and obligations hereunder to any direct or indirect subsidiary, which
assignment shall not relieve Purchaser of its obligations for indemnification
under Paragraph 16 hereof.

(e) Entire Agreement; Amendments. This Agreement,
including all Schedules, Exhibits and other writings referred to herein or
delivered in connection herewith contain the entire understanding of the
parties with respect to its subject matter. This Agreement may be

35
<PAGE> 43

amended, modified or terminated only by a written instrument duly executed by
all of the parties hereto.

(f) Headings. The section and subsection headings
contained in this Agreement are for reference purposes only and shall not
affect in any way the meaning or interpretation of this Agreement.

(g) Notices. All notices, claims, certificates,
requests, demands and other communications ("Communications") hereunder shall
be in writing and shall be deemed to have been duly given when mailed (by
registered or certified mail, postage prepaid), addressed as follows:

If to Purchaser, to:
--------------------

Able Telcom Holding Corporation
1601 Forum Place
Suite 1110
West Palm Beach, FL 33401
Attn:

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

with copies to:
---------------

Proskauer Rose Goetz & Mendelsohn LLP
One Boca Place
Suite 340 West
2255 Glades Road
Boca Raton, FL 33431
Attn: Donn A. Beloff, Esq.

If to Sellers:
--------------

H. C. And Lois A. Connell
6780 C.R. 466A
Wildwood, Florida 34785

with a copy to:
---------------

Richard C. Jans, Esq.
Richard C. Jans, P.A.
380 W. Alfred St.
Tavares, FL 32778

36
<PAGE> 44

or to such other address as the person to whom a Communication is to be given
may have furnished to the others in writing in accordance herewith. A
Communication given by any other means shall be deemed duly given when actually
received by the addressees.

(h) Public Announcements. All public announcements
relating to this Agreement or the transactions contemplated hereby, including
announcements to employees, will be made only as may be agreed upon jointly by
the parties hereto except nothing herein shall prevent Purchaser or its
affiliates from making any disclosure required as a result of being a public
company listed on the NASDAQ National Market System, provided that prior notice
of any such disclosure in the United States is given to Sellers.

(i) Further Assurances. After the Closing Date, without
further consideration, Sellers and Purchaser shall take such further action and
shall execute and deliver such further instruments and documents as either
party shall reasonably request in order to carry out the provisions and
purposes of this Agreement and to perfect Purchaser's title to the Shares.

(j) Waivers. No waiver of any breach or default
hereunder shall be considered valid unless in writing and signed by the party
giving such waiver. The waiver by any party hereto of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of
any subsequent, same or different breach.

(k) Counterparts. This Agreement may be executed
simultaneously in two or more counterparts each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.

(l) Severability. To the extent possible, each provision
of this Agreement shall be interpreted in a manner as to be valid, legal and
enforceable. Any determination that any provision of this Agreement or any
application thereof is invalid, illegal or unenforceable in any respect or in
any instance shall be effective only to the extent of such invalidity,
illegality or unenforceability and shall not affect the validity, legality or
enforceability of any other provision of this Agreement.

(m) Guarantee. In the event Able Telecom Holding
Corporation designates a subsidiary to be the Purchaser under this Agreement,
then Able Telecom Holding Corporation, as primary obligor, hereby absolutely
and unconditionally guarantees the prompt payment and performance of all
obligations of the Purchaser under and pursuant to this Agreement. No change,
amendment or modification of this Agreement or waiver of any of the terms
thereof shall diminish, release or discharge the liability of Able Telecom
Holding Corporation hereunder. The liability of Able Telecom Holding
Corporation under this Agreement is continuing and shall only be discharged by
the full performance of the Purchaser of all of its obligations hereunder.

37
<PAGE> 45

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed on the date first set forth above.

PURCHASER:

ABLE TELCOM HOLDING CORPORATION

By:
----------------------------------------------

SELLERS:

-------------------------------------------------
H.C. Connell

-------------------------------------------------
Lois A. Connell

<PAGE> 1

EXHIBIT 10.2

39
<PAGE> 2

AMENDMENT TO STOCK PURCHASE AGREEMENT

THIS AMENDMENT TO STOCK PURCHASE AGREEMENT ("AMENDMENT") is dated as of
December 8, 1995, by and among by and among Able Telcom Holding Corporation, a
Florida corporation ("Able"), H.C. Investments, Inc. a wholly-owned subsidiary
of Able ("Purchaser"), and H. C. Connell and Lois A. Connell, individuals
residing at 6780 C.R. 466A, Wildwood, Florida (hereinafter individually
referred to as a "Seller" and collectively referred to as "Sellers").

RECITALS

A. The parties have entered into that certain Stock Purchase
Agreement dated as of October 31, 1995, providing for the purchase by Purchaser
of all of the outstanding capital stock of Seller. Unless otherwise defined
herein, all capitalized terms shall have the meanings set forth in the Purchase
Agreement.

B. The parties wish to amend certain terms and agreements
contained in the Purchase Agreement and to include additional provisions which
relate to the transactions contemplated by the Purchase Agreement.

NOW, THEREFORE, in consideration of the premises and of the
mutual covenants herein contained, the receipt and adequacy of which are hereby
acknowledged, the parties, intending to be legally bound, agree as follows:

1. Purchase Price. Section 2(b), with respect to the Purchase
Price, is hereby amended to read as follows:

(b) Purchase Price. The aggregate purchase price of
$2,215,074 (the "Purchase Price") for the Shares, subject to the adjustments
provided herein, shall consist of:

(i) $500,000, by wire transfer at the Closing to an
account designated by Sellers in writing at least
five days prior to the Closing ("Closing Payment");

(ii) $1,465,074, by the issuance to Sellers of a
promissory note executed by Purchaser, in said
principal amount, payable on June 8, 1996, and
bearing interest at the rate of 6.0% per annum, in
the form attached hereto as Exhibit 1(a) (the "Term
Note");

(iii) $250,000, by the issuance to Sellers of a promissory
note executed by Purchaser, in said principal amount,
payable on December 8, 1996, and bearing interest at
the rate of 1.0% in excess of the prime rate of
interest

40
<PAGE> 3

set forth, from time to time, in the "Money
Rates" section of the Wall Street Journal, in the
form attached hereto as Exhibit 1(b) (the "Indemnity
Note"). Although the Indemnity Note may not be
prepaid, the Purchaser shall have the option, at any
time, to substitute a cash escrow account for the
Indemnity Note pursuant to the terms of Section
2(b)(ii) of the Stock Purchase Agreement.

(iv) The Term Note and the Indemnity Note will be secured
by a collateral pledge of all shares of capital stock
of the Company held by Purchaser pursuant to the
Pledge and Security Agreement in the form attached
hereto as Exhibit 1(c) (the "Pledge and Security
Agreement"), which shares of capital stock will be
held in escrow by Richard C. Jans, P.A. pursuant to
an Escrow Agreement among Purchaser, the Sellers and
the Escrow Agent, in the form attached hereto as
Exhibit 1(d) (the "Escrow Agreement"). Purchaser
shall have the option, at any time, to provide
substitute collateral to Sellers and obtain the
release of the shares from the Escrow Agent;
provided, however, that such substitute collateral
shall be reasonably acceptable to Sellers.

2. Closing Transactions.

(a) Section 2(c)(ii) with respect to closing deliveries
by Purchaser is amended to read as follows:

(A) the Closing Payment, Term Note and Indemnity
Note as required under Paragraph 2(b) above;

(B) the certificates, agreements, opinion and
other instruments required to be delivered by
Purchaser hereunder;

(C) the Pledge and Security Agreement,
accompanied by stock powers duly executed in
blank, covering all shares of capital stock
of Seller held by Purchaser; and

(D) all of Purchaser's schedules and exhibits
listed herein.

(b) Section 2(c)(iv) with respect to the delivery of the
Escrow Agreement is hereby amended to read as follows:

(iv) Purchaser, Sellers and the Escrow Agent shall enter
into the Escrow Agreement and Purchaser shall deliver
to the Escrow Agent the stock and stock powers
required under Paragraph 2(b)(iv) above.

41
<PAGE> 4

3. Post-Closing Purchase Price Adjustment.

(a) Section 3(a) with respect to the Closing Net Book
Value is hereby amended as follows:

(i) The definition of Closing Financial Statements is
hereby amended to mean audited financial statements
for the Company as of November 30, 1995, and the
definition of Closing Net Book Value is hereby
amended to mean the net book value of the Company as
of November 30, 1995.

(b) Section 3(c)(ii) with respect to Purchase Price
Adjustments is hereby amended to read as follows:

(ii) Within five days after the determination of the
Purchase Price adjustments, if any, required by
Paragraph 3(c)(i), the Purchase Price shall be
adjusted as follows:

(A) If there is a Purchase Price
Increase, the Term Note shall be
increased in an amount equal to the
Purchase Price Increase;

(B) If there is a Purchase Price
Decrease, the Term Note shall be
decreased in an amount equal to the
Purchase Price Decrease. If the
Purchase Price Decrease exceeds the
amount of the Term Note, then
Sellers shall immediately pay to
Purchaser the excess of the Purchase
Price Decrease over the amount of
the Term Note.

(c) Section 3(c)(iii) with respect to Purchase Price
Adjustments is hereby renumbered as Section 3(c)(iv) and a new Section
3(c)(iii) is hereby created to read as follows:

(iii) In the event that, prior to the Closing Financial
Statements and the Closing Net Book Value becoming
final, binding and conclusive as set forth above,
Sellers are able to arrange a release (the "Release")
of the Company from any and all liabilities to the
Employer's Self Insurers Fund ("Fund"), the Purchase
Price shall be adjusted increasing the Purchase Price
in the amount of $235,000. To reflect that increase,
the Indemnity Note will also be increased by
$235,000.

(iv) In the event that the Sellers are unable to arrange a
Release, on November 30, 1998, the Purchase Price
shall be adjusted by the difference between $235,000
and the total amount of worker's compensation claims,
with an occurrence date prior to December 1, 1995,
actually paid by the Company during the period from
November 30, 1995 through November 30, 1998

42
<PAGE> 5

as shown on the reports prepared by the worker's compensation
administrator of the Employer's Self Insurers Fund (the "Final Claims
Liability"). If the Final Claims Liability is greater than $235,000,
within five days after the determination of the Final Claims Liability
the Sellers' shall pay to Purchaser, in cash, the amount of that
difference. If the Final Claims Liability is less than $235,000,
within five days after the determination of the Final Claims Liability
the Purchaser shall pay to Sellers', in cash, the amount of the
difference.

4. Representations, Warranties and Covenants of Sellers.
Section 6(c) with respect to the legal authority of Sellers is hereby amended
as follows:

(c) Legal Authority, Binding Effect. Sellers and the
Company have, and will on the Closing Date have, full
legal right, power and authority to execute, deliver
and perform this Agreement, the Escrow Agreement, the
Lease Agreement, the Noncompetition Agreement and the
Consulting Agreement, and all other writings, spousal
and other waivers and consents relating hereto
(collectively the "Closing Documents") to be signed
by the Sellers and/or the Company, and to consummate
the transactions contemplated hereunder and
thereunder, including selling and transferring the
Shares to Purchaser. This Agreement does, and when
executed by the Sellers and/or the Company, the other
Closing Documents shall, constitute legal, valid and
binding obligations of the Sellers and the Company
and such other respective parties, enforceable in
accordance with their respective terms.

5. Escrow. Section 8 with respect to the Escrow Funds is hereby
amended as follows:

Contemporaneously with the Closing hereunder and
pursuant to Paragraph 2(b)(iv) hereof, Purchaser shall cause
to be deposited into escrow with the Escrow Agent all shares
of capital stock of the Company held by Purchaser. The Escrow
Agent shall serve as trustee over such shares in accordance
with the Escrow Agreement (the "Escrow Agreement"). The
Escrow Agent shall be authorized to release the shares only
pursuant to and in accordance with the Escrow Agreement and
the term hereof.

6. Guaranty of Receivables.

(a) Section 11(c)(i) with respect to the Seller's
guaranty of receivables is hereby amended as follows:

(i) For purposes of this Paragraph, the "Guaranteed
Receivables" means all accounts, notes and other
receivables of the Company recorded on the

43
<PAGE> 6

balance sheet contained in the Financial Statements (before any
reserves therefor reflected on such balance sheet and without giving
effect to any write-off of such receivables after August 31, 1995) and
the gross amount (before any reserves therefor and write-offs) of all
accounts, notes and other receivables of the Company acquired or
arising after August 31, 1995 and through November 30, 1995 (whether
or not written off by the Company prior to November 30, 1995), but
excluding all receivables from officers of the Company, which shall be
paid in full at the Closing.

(b) Section 11(c)(iii) with respect to the Seller's
guaranty of receivables is hereby amended as follows:

(iii) Purchaser shall have the right to assign to Sellers,
without recourse, any Guaranteed Receivables which
remain unpaid as of March 30, 1996, such assignment
to be made at any time thereafter and Sellers jointly
and severally shall pay to Purchaser in cash the face
amount of such assigned Guaranteed Receivables within
10 days of a written notice to Sellers specifying the
accounts and amounts involved. At Purchaser's option
in lieu of cash payment by Sellers as provided for in
the preceding sentence, Purchaser may offset the
amount of such uncollectible Guaranteed Receivables
against the Term Note.

7. Bank Loans. Section 4(n) is hereby deleted in its
entirety.

8. Tax Matters.

(a) Section 12(e)(iii) with respect to tax matters is
hereby amended as follows:

(iii) If in any dispute with a taxing authority relating to
the Company, the taxing authority is clearly willing
to settle such dispute and so indicates unequivocally
in writing on a basis acceptable to Sellers, but
unacceptable to Purchaser, then Sellers may elect to
pay Purchaser the cost of such settlement, including
taxes that are the responsibility of Sellers
hereunder based on such settlement and, thereafter,
Sellers shall be relieved of further cost of such
proceedings, including any taxes, attorneys' and
accountants' fees or other costs of proceeding with
the dispute nor shall they be entitled to any
reduction in taxes resulting from Purchaser's
pursuance of such proposed settlement; provided,
however, that if such resolution could have the
effect of increasing the tax liabilities of, or
attributable to, the Company in a Post-Closing Period
and Sellers have not agreed to indemnify Purchaser
fully for such increase, Sellers shall afford
Purchaser the opportunity to control jointly the
conduct and resolution of

44
<PAGE> 7

the portion of such tax proceeding that could have the effect of
increasing the tax liabilities of, or attributable to, the Company in
a Post-Closing Period.

9. Indemnification of Purchaser.

(a) The second paragraph of Section 14 with respect to
the Sellers' indemnification of Purchaser is hereby amended as follows:

Sellers' indemnity of Purchaser hereunder shall be
treated as an adjustment to the Purchase Price and payable
first by a reduction in the principal amount of the Term Note,
to the extent that the balance of the Term Note exceeds any
such adjustment amounts, and then by a reduction from the
Indemnity Note, to the extent that the balance of the
Indemnity Note exceeds any such adjustment amounts; provided,
that if both the Term Note and the Indemnity Note are
insufficient or unavailable to satisfy Sellers' obligations to
Purchaser pursuant to this indemnity, Purchaser shall be
entitled to enforce such indemnity rights in an action at law
and the existence of the Term Note and the Indemnity Note
shall in no way limit, impair or preclude Purchaser's right to
enforce Sellers' obligations under this indemnity in any such
action.

10. Rules Regarding Indemnification.

(a) Section 16(b)(vii) with respect to the rules
regarding indemnification is hereby amended as follows:

(vii) Except as otherwise provided herein, all adjustments
to the Purchase Price under Paragraph 14 shall be
satisfied first by reducing the balance of the Term
Note and then by reducing the balance of the
Indemnity Note. If and when the Term Note and the
Indemnity Note shall have been reduced to zero, the
Purchaser may, in its sole discretion, next claim
against the amounts remaining unpaid under the
Consulting Agreement and, thereafter, the Sellers
shall reimburse the Purchaser for any remaining
Purchase Price adjustment up to the full amount of
the Purchase Price; provided, however, that the
limitations in this Paragraph 16(b)(vii) shall in no
way be construed to limit any remedy the Purchaser
may have against the Sellers or any other person for
fraud, willful misconduct or any other intentional
misrepresentation.

45
<PAGE> 8

IN WITNESS WHEREOF, on the date first above written, the
parties have duly executed this Amendment.

PURCHASER:

H.C. INVESTMENTS, INC.

By:
-------------------------------------------
William J. Mercurio, President

ABLE:

ABLE TELCOM HOLDING CORPORATION

By:
-------------------------------------------
William J. Mercurio, President

SELLERS:

----------------------------------------------
H.C. Connell

----------------------------------------------
Lois A. Connell

<PAGE> 1

EXHIBIT 10.3

47
<PAGE> 2

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT ("Agreement") is made as of the 1st
day of December, 1995, by and between H. C. Connell, Inc. ("Corporation"), a
Florida corporation, and H. C. Connell, an individual residing at 6780 C.R.
466A, Wildwood, Florida ("Consultant").

WHEREAS Consultant has considerable knowledge and experience
relating to the business of the Corporation as a result of his prior
affiliation with the Corporation as a director, officer, stockholder and
employee; and

WHEREAS Consultant desires to aid and assist the Corporation
as a consultant by providing certain advisory services to the Corporation; and

WHEREAS the Corporation desires to engage Consultant as a
consultant to render certain advisory services to the Corporation; and

WHEREAS the Corporation and Consultant desire to set forth
herein their understandings and agreements:

NOW THEREFORE, in consideration of the foregoing, of the
mutual promises herein set forth, and of other good and valuable consideration
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound, hereby agree as follows:

11. Engagement of Consultant

a. The Corporation does hereby appoint and engage Consultant as
its consultant and advisor with respect to the matters
specified in Section 2 hereof for the compensation hereinafter
set forth.

b. Consultant hereby accepts his appointment and engagement by
the Corporation as a consultant and advisor to the Corporation
with respect to the matters specified in Section 2 hereof for
the compensation hereinafter set forth.

12. Activities of Consultant. During the term of this Agreement specified
in Section 4 hereof ("Term"), Consultant shall undertake for and on
behalf of, and to the extent specifically requested in writing by, the
Board of Directors or the President of the Corporation, or by William
J. Mercurio, to make himself available to advise the Corporation and
its officers and directors at all reasonable times, by telephone, by
letter or in person with respect to the business of the Corporation
and with respect to past matters or transactions of the Corporation.
In addition, the Consultant shall make himself available, upon
reasonable advance notice, to participate in the Corporation's
negotiation of new, and
<PAGE> 3

renegotiation of existing, service contracts. In no event shall
Consultant be required to engage in the foregoing activities for more
than one hundred (100) days in any single contract year during the
Term unless Consultant, in his sole discretion, deems that more hours
are necessary to carry out his duties hereunder.

13. Compensation of Consultant. The Corporation hereby covenants and
agrees to pay Consultant the sum of One Hundred Fifteen Thousand
Dollars ($115,000) per year, payable in equal monthly installments.

14. Term. The Term shall commence as of the date hereof and shall
continue for three (3) years.

15. Expenses; Office Space

a. During the Term, the Corporation shall pay or promptly
reimburse Consultant for all travel, entertainment, telephone,
and other expenses paid or incurred by Consultant in
connection with the performance of his activities,
responsibilities, and services under this Agreement, upon
presentation of expense statements, vouchers, or other
evidence of expense in conformity with the Corporation's
requirements with respect to the manner of reporting of such
expenses and the prior approval of all travel and
entertainment expenditures.

b. The Corporation shall provide Consultant with a private office
at the Corporation's offices at 400 McCormack St., Leesburg,
Florida and with reasonable secretarial and other support
services that may be needed from time to time.

16. Representations and Warranties of the Corporation

The Corporation represents and warrants to Consultant as follows:

a. The Corporation is a corporation duly organized, validly
existing and in good standing under the laws of its
jurisdiction of incorporation.

b. The Corporation has full power and legal right and authority
to execute, deliver, and perform this Agreement, the officers
executing this Agreement on behalf of the Corporation have
full power and authority to do so and this Agreement is
binding upon and enforceable against the Corporation in
accordance with its terms.

c. There is (i) no suit, action, proceeding or claim, (ii) no
investigation or inquiry by any administrative or governmental
body, and (iii) no legal, administrative agency or arbitration
proceeding pending or, to the best of the Corporation's
knowledge, threatened against the Corporation or to which the
Corporation is or might become a party, which questions or
challenges the validity of this

49
<PAGE> 4

Agreement, or any action taken pursuant to this Agreement by
the Corporation, and to the best knowledge of the Corporation
there is no basis or ground for any suit, action, claim,
investigation, inquiry or proceeding.

17. Covenants of the Corporation

a. The Corporation shall promptly forward to Consultant any mail,
telephone messages, telegrams, notices, or other papers or
documents of a personal nature that are delivered to, or
received by, the Corporation.

b. The Corporation shall indemnify and hold harmless Consultant
fully, completely, and absolutely against and in respect of
(i) any and all losses and damages resulting from any
misrepresentation or breach of any warranty, covenant, or
agreement by the Corporation made or contained in this
Agreement, and (ii) any and all actions, suits, proceedings,
claims, demands, judgments, costs, and expenses, including
attorneys' fees, incident to the foregoing.

18. Independent contractor. Consultant shall at all times be an
independent contractor, rather than a coventurer, agent, employee, or
representative of the Corporation. The Corporation hereby
acknowledges that Consultant may engage directly or indirectly in
other businesses and ventures, not otherwise proscribed by the
Noncompetition Agreement of even date herewith between the Corporation
and Consultant, and shall not be required to perform any services
under this Agreement when, or for such periods in which, the rendering
of services shall unduly interfere with Consultant's other businesses
and ventures provided that such undertakings of Consultant shall not
preempt Consultant's availability during the Term

19. Binding effect; assignment. This Agreement shall be binding upon, and
shall inure to the benefit of, Consultant and the Corporation and
their respective heirs, executors or administrators, personal and
legal representatives, estate, legatees, and successors. The
obligations under this Agreement may not be assigned by the
Corporation or Consultant without the prior written consent of the
other party hereto, except that this Agreement may be assigned by the
Corporation to any entity controlled by, or under common control with,
the Corporation.

20. Notices. All notices and other communications hereunder or in
connection herewith shall be deemed to have been duly given if they
are in writing and delivered personally or sent by registered or
certified mail, return receipt requested and first-class postage
prepaid. They shall be addressed:

a. to William J. Mercurio, c/o Able Telcom Holding Corp., 1601
Forum Place, Suite 305, West Palm Beach, Florida 33401, if to
the Corporation and

50
<PAGE> 5

b. to H.C. Connell, 6780 C.R. 466A, Wildwood, Florida 34785, if
to Consultant, unless notice of a change of address is given
to either party by the other pursuant to the provisions of
this Section 10.

21. Governing law. This Agreement shall be governed by and construed
under the laws of the State of Florida.

22. Miscellaneous

a. This Agreement shall constitute the only agreement between the
Corporation and Consultant relating to the subject matter of
Sections 1 and 2 hereof, and no representations, promises,
understandings, or agreements, oral or otherwise, not herein
contained shall be of any force or effect; provided, however,
that the validity or enforceability of the Noncompetition
Agreement or the Stock Purchase Agreement among Able Telcom
Holding Corporation (the ultimate parent of the Corporation),
Consultant and Lois A. Connell shall not be affected in any
way.

b. No modification or waiver of any provision of this Agreement
shall be valid unless it is in writing and signed by the party
against whom it is sought to be enforced. No waiver at any
time of any provision of this Agreement shall be deemed a
waiver of any other provision of this Agreement at that time
or a waiver of that or any other provision at any other time.

c. The captions and headings contained herein are solely for
convenience and reference and do not constitute a part of this
Agreement or affect in any way the meaning or interpretation
of this Agreement.

d. To the extent possible, each provision of this Agreement shall
be interpreted in a manner as to be valid, legal and
enforceable. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective solely to the extent of such
provision which is invalid or unenforceable within rendering
invalid or unenforceable the remaining terms and conditions
hereof.

51
<PAGE> 6

IN WITNESS WHEREOF, the Corporation has caused this
Agreement to be executed by its duly authorized officers and its corporate seal
to be affixed hereto, and Consultant has executed this Agreement, all effective
as of the day and year first above written.

CONSULTANT:

-----------------------------------
H. C. Connell

H. C. CONNELL, INC.:

By:
--------------------------------
Name: William J. Mercurio
Title: President

<PAGE> 1

EXHIBIT 10.4

53
<PAGE> 2

EXHIBIT "1(a)"

$1,465,074

Promissory Note

Dated: December 8, 1995

Executed and Delivered at Atlanta, Georgia
________________________________________________________________________________
For Value Received, the undersigned, H.C. Investments, Inc., a Florida
corporation (the "Maker"), promises to pay to H.C. and Lois Connell ("Payee"),
the principal amount of One Million Four Hundred Sixty-Five Thousand Seventy-
Four Dollars ($1,465,074), less any reductions made pursuant to Section 4
hereof. Interest shall accrue on the outstanding balance hereof at the rate of
6.0% per annum.

This Promissory Note (this "Note") is issued pursuant to that certain
Stock Purchase Agreement dated as of October 31, 1995, as amended (the
"Purchase Agreement"), between the Maker and the Sellers and is subject to the
following additional terms and conditions:

1. Principal and Interest Payments. All payments hereunder shall
be payable in lawful money of the United States of America. Subject to the
provisions of Section 6 hereof, the entire outstanding principal hereunder,
together with accrued but unpaid interest thereon, shall be due and payable in
one lump sum on June 8, 1996.

2. Place of Payment. Payment shall be made to Payee at 6780 C.R.
466A, Wildwood, Florida, or at such other place as Payee may designate in
writing.

3. Prepayment. The Maker may not prepay this Note, in whole or
in part.

4. Right of Set-off. This Note is the "Term Note" referred to in
Section 2(b)(iii) of the Purchase Agreement. All defined terms used herein, to
the extent not defined herein, shall have the meaning ascribed to them in the
Purchase Agreement. As provided in Sections 3(c), 14 and 16(b)(vii) of the
Purchase Agreement, Maker shall have a right of set-off against any and all
amounts payable under this Note for any Purchase Price Decrease or any Losses
suffered or incurred by Maker under the Purchase Agreement.
<PAGE> 3

5. Default/Interest. In the event that this Note, less any
set-offs pursuant to Section 4 hereof, is not paid when due, interest shall
thereafter be payable on all sums outstanding hereunder at fifteen (15) percent
per annum and Maker shall pay all costs of collection, including any reasonable
attorneys' fees, incurred by Payee in enforcing the rights of Payee under this
Note.

6. Waiver of Notice. Maker hereby expressly waives demand,
presentment, protest and notice of protest and notice of dishonor with respect
to this Note.

7. Miscellaneous.

(a) Payee may not endorse, negotiate, transfer or assign
this Note or Payee's rights under this Note without Maker's prior written
consent.

(b) The validity, interpretation and effect of this Note
shall be exclusively governed by, and construed in accordance with, the laws of
the State of Florida, excluding the "conflict of laws" rules of that state.

(c) All notices, requests, demands and other
communications under this Note shall be in writing and hand delivered or sent
by certified or registered mail, postage prepaid, return receipt requested and
properly addressed as follows:

To the Payee: To the Maker:
- - ------------ ------------

H.C. Connell H.C. Investments, Inc.
6780 C.R. 466A Suite 305
Wildwood, Florida 34785 1601 Forum Place
West Palm Beach, Florida 33401
Attn: William J. Mercurio

All notices and other communications required or permitted under this Note
which are addressed as provided in this Section 7(c), shall be deemed delivered
(i) on the date delivered, if delivered personally and (ii) on the date upon
which the return receipt is signed or delivery is refused or, if
nondeliverable, five days after the date of mailing, as the case may be, if
mailed.

Any party may from time to time change its address for the
purpose of notices to that party by a similar notice specifying a new address,
but no such change shall be deemed to have been given until it is actually
received by the party sought to be charged with the contents thereof.

55
<PAGE> 4

(d) This Note may not be amended or modified, nor shall
any waiver of any provision hereof be effective, except by an instrument in
writing executed by the Maker and Payee.

IN WITNESS WHEREOF, the Maker has caused this Note to be executed the
day and year first above written.

H.C. Investments, Inc.

By:
------------------------------
William J. Mercurio
Its: President

STATE OF ____________ )
) SS
COUNTY OF ___________ )

The foregoing instrument was acknowledged before me this ____
day of December, 1995, by William J. Mercurio, as President of H.C.
INVESTMENTS, INC., a Florida corporation, on behalf of the corporation. He is
(check one) ______ personally known to me or ______ has produced a __________
drivers license as identification.

Signature:
-----------------------------------

Print Name:
----------------------------------
[Notarial Seal] State of ______________ at Large.

Commission #: My Commission Expires:

<PAGE> 1

EXHIBIT 10.5

57
<PAGE> 2

EXHIBIT "1(b)"

$250,000

Promissory Note

Dated: December 8, 1995

Executed and Delivered at Atlanta, Georgia
________________________________________________________________________________
For Value Received, the undersigned, H.C. Investments, Inc., a Florida
corporation (the "Maker"), promises to pay to H.C. and Lois Connell ("Payee"),
the principal amount of Two Hundred Fifty Thousand Dollars ($250,000), less any
reductions made pursuant to Section 4 hereof. Interest shall accrue on the
outstanding balance hereof at the rate of 1.0% in excess of the prime rate of
interest set forth, from time to time, in the "Money Rates" section of the Wall
Street Journal.

1. Principal and Interest Payments. All payments hereunder shall
be payable in lawful money of the United States of America. Subject to the
provisions of Section 4 hereof, the entire outstanding principal hereunder,
together with accrued but unpaid interest thereon, shall be due and payable in
one lump sum on December 8, 1996.

2. Place of Payment. Payment shall be made to Payee at 6780 C.R.
466A, Wildwood, Florida, or at such other place as Payee may designate in
writing.

3. Optional Prepayment. The Maker may prepay this Note, in whole
or in part, at any time and from time to time, without notice or a premium or
penalty.

4. Right of Set-off. This Note is the "Indemnity Note" referred
to in Section 2(b)(iii) of the Purchase Agreement. All defined terms used
herein, to the extent not defined herein, shall have the meaning ascribed to
them in the Purchase Agreement. As provided in Sections 3(c), 14 and
16(b)(vii) of the Purchase Agreement, Maker shall have a right of set-off
against any and all amounts payable under this Note for any Purchase Price
Decrease or any Losses suffered or incurred by Maker under the Purchase
Agreement.

<PAGE> 3
attorneys' fees, incurred by Payee in enforcing the rights of Payee under this
Note.

6. Waiver of Notice. Maker hereby expressly waives demand,
presentment, protest and notice of protest and notice of dishonor with respect
to this Note.

7. Miscellaneous.

(a) Payee may not endorse, negotiate, transfer or assign
this Note or Payee's rights under this Note without Maker's prior written
consent.

To the Payee: To the Maker:
- - ------------ ------------

H.C. Connell H.C. Investments, Inc.
6780 C.R. 466A Suite 305
Wildwood, Florida 34785 1601 Forum Place
West Palm Beach, Florida 33401
Attn: William J. Mercurio

(d) This Note may not be amended or modified, nor shall
any waiver of any provision hereof be effective, except by an instrument in
writing executed by the Maker and Payee.

59
<PAGE> 4

IN WITNESS WHEREOF, the Maker has caused this Note to be executed the
day and year first above written.

H.C. Investments, Inc.

By:
----------------------------
William J. Mercurio
Its: President

STATE OF ____________ )
) SS
COUNTY OF ___________ )

Signature:
----------------------------------

Print Name:
---------------------------------
[Notarial Seal] State of ______________ at Large.

Commission #: My Commission Expires:

<PAGE> 1

EXHIBIT 10.6

61
<PAGE> 2

$250,000

Promissory Note

Dated: December 8, 1995

Executed and Delivered at Atlanta, Georgia
________________________________________________________________________________
For Value Received, the undersigned, H.C. Investments, Inc., a Florida
corporation (the "Maker"), promises to pay to Bill B. Caudill ("Payee"), the
principal amount of Two Hundred Fifty Thousand Dollars ($250,000). Interest
shall accrue on the outstanding balance hereof at the rate of 1.0% in excess of
the prime rate of interest set forth, from time to time, in the "Money Rates"
section of the Wall Street Journal.

1. Principal and Interest Payments. All payments hereunder shall
be payable in lawful money of the United States of America. The entire
outstanding principal hereunder, together with accrued but unpaid interest
thereon, shall be due and payable in one lump sum on June 7, 1996. In
addition, one payment of accrued interest only will be due and payable on March
31, 1996.

2. Place of Payment. Payment shall be made to Payee at 800 W.
Cypress Creek Road, Ft. Lauderdale, Florida, or at such other place as Payee
may designate in writing.

3. Optional Prepayment. The Maker may prepay this Note, in whole
or in part, at any time and from time to time, without notice or a premium or
penalty.

4. Default/Interest. In the event that this Note is not paid
when due, interest shall thereafter be payable on all sums outstanding
hereunder at fifteen (15) percent per annum and Maker shall pay all costs of
collection, including any reasonable attorneys' fees, incurred by Payee in
enforcing the rights of Payee under this Note.

5. Collateral Security. The proceeds of this Note will be
used by Maker to pay a portion of the purchase price for the acquisition of
H.C. Connell, Inc., a Florida corporation ("Connell"). Maker hereby agrees
that, immediately following the consummation of that acquisition, Maker shall
cause Connell to grant to Payee a collateral security interest in, and lien
upon, $250,000 of the accounts receivable of Connell. The Maker hereby further
agrees to execute, deliver, file and record, on Payee's behalf and in Payee's
name, such financing statements as may be necessary or desirable to perfect or
protect the security interest hereby created and to carry out the purposes and
intents of this agreement.

6. Waiver of Notice. Maker hereby expressly waives demand,
presentment, protest and notice of protest and notice of dishonor with respect
to this Note.

62
<PAGE> 3

7. Miscellaneous.

(a) Payee may not endorse, negotiate, transfer or assign
this Note or Payee's rights under this Note without Maker's prior written
consent.

To the Payee: To the Maker:
- - ------------ ------------

Bill B. Caudill H.C. Investments, Inc.
800 W. Cypress Creek Road Suite 305
Ft. Lauderdale, Florida 1601 Forum Place
West Palm Beach, Florida 33401
Attn: William J. Mercurio

(d) This Note may not be amended or modified, nor shall
any waiver of any provision hereof be effective, except by an instrument in
writing executed by the Maker and Payee.

IN WITNESS WHEREOF, the Maker has caused this Note to be executed the
day and year first above written.

H.C. Investments, Inc.

By:
---------------------------------------
William J. Mercurio

63
<PAGE> 4

Its: President

STATE OF ________________________)
) SS.:
COUNTY OF ______________________ )

Signature:
---------------------------------

Print Name:
--------------------------------
[Notarial Seal] State of ______________ at Large.

Commission #: My Commission Expires:

<PAGE> 1

EXHIBIT 10.7

65
<PAGE> 2

$250,000

Promissory Note

Dated: December 8, 1995

Executed and Delivered at Atlanta, Georgia
________________________________________________________________________________
For Value Received, the undersigned, H.C. Investments, Inc., a Florida
corporation (the "Maker"), promises to pay to Frazier L. Gaines ("Payee"), the
principal amount of Two Hundred Fifty Thousand Dollars ($250,000). Interest
shall accrue on the outstanding balance hereof at the rate of 1.0% in excess of
the prime rate of interest set forth, from time to time, in the "Money Rates"
section of the Wall Street Journal.

2. Place of Payment. Payment shall be made to Payee at 212 Briny
Road, #B1, Pompano Beach, Florida, or at such other place as Payee may
designate in writing.

3. Optional Prepayment. The Maker may prepay this Note, in whole
or in part, at any time and from time to time, without notice or a premium or
penalty.

6. Waiver of Notice. Maker hereby expressly waives demand,
presentment, protest and notice of protest and notice of dishonor with respect
to this Note.
<PAGE> 3

7. Miscellaneous.

(a) Payee may not endorse, negotiate, transfer or assign
this Note or Payee's rights under this Note without Maker's prior written
consent.

To the Payee: To the Maker:
- - ------------ ------------

Frazier L. Gaines H.C. Investments, Inc.
212 Briny Road, #B1 Suite 305
Pompano Beach, Florida 1601 Forum Place
West Palm Beach, Florida 33401
Attn: William J. Mercurio

(d) This Note may not be amended or modified, nor shall
any waiver of any provision hereof be effective, except by an instrument in
writing executed by the Maker and Payee.

IN WITNESS WHEREOF, the Maker has caused this Note to be executed the
day and year first above written.

H.C. Investments, Inc.

By:
-----------------------------
William J. Mercurio

67
<PAGE> 4

Its: President

STATE OF ________________________)
) SS.:
COUNTY OF ______________________ )

Signature:
---------------------------------

Print Name:
--------------------------------
[Notarial Seal] State of ______________ at Large.

Commission #: My Commission Expires:

<PAGE> 1
EXHIBIT 10.8

<PAGE> 2

TERM LOAN, REVOLVING CREDIT AND SECURITY AGREEMENT

BETWEEN

ABLE TELCOM HOLDING CORPORATION
"BORROWER"

TRANSPORTATION SAFETY CONTRACTORS OF VIRGINIA, INC.
TRANSPORTATION SAFETY CONTRACTORS, INC.
BCD COMMUNICATIONS, INC.
TIPCO, INC.

"GUARANTORS"
AND

SUNTRUST BANK, SOUTH FLORIDA, N.A.
"BANK"

DATED AS OF NOVEMBER 29, 1995

<PAGE> 3

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----

<S> <C> <C>
1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Financial Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2. Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Valid Existence and Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Financial Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Agreements, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Authorizations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Location . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Withholding Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Labor Law Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Use and Location of Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Judgment Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Intent and Effect of Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Hazardous Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Guarantors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
3. The Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Revolving Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Equipment Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Term Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Notice and Manner of Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Interest Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Net Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Calculation of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Special Loan Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Prepayment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Overdue Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Sales Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

</TABLE>

i
<PAGE> 4

<TABLE>
<S> <C> <C>
Cross Collateralization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Yield Protection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
4. Commitment Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
5. Conditions Precedent to Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Conditions Precedent to Initial Advance . . . . . . . . . . . . . . . . . . . . . . . 18
Conditions Precedent to Each Advance . . . . . . . . . . . . . . . . . . . . . . . . . 20
6. Covenants of the Borrower . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Use of Loan Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Maintenance of Business and Properties . . . . . . . . . . . . . . . . . . . . . . . . 21
Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Notice of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Inspections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Merger, Sale, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Loans and Other Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Change in Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
No Change in Name, Offices; Removal of Collateral . . . . . . . . . . . . . . . . . . 24
No Sale, Leaseback . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Margin Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Payment of Taxes, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Subordination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Compliance; Hazardous Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Net Worth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Funded Debt/Tangible Net Worth . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Stockholder Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Withholding Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Depository Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
7. Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Receiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
8. Security Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Security Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

</TABLE>

<PAGE> 5

<TABLE>
<S> <C> <C>
Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Entry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Deposits; Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Other Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Tangible Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Waiver of Marshalling . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
9. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
No Waiver, Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Survival of Representations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
No Usury . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Jurisdiction, Service of Process . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Multiple Borrowers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Waiver of Jury Trial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

</TABLE>

iii
<PAGE> 6

TERM LOAN,
REVOLVING CREDIT AND SECURITY AGREEMENT

THIS AGREEMENT (the "Agreement"), dated as of November 29, 1995 between ABLE
TELCOM HOLDING CORPORATION, a Florida corporation (the "Borrower"),
TRANSPORTATION SAFETY CONTRACTORS, INC., a Florida corporation, TRANSPORTATION
SAFETY CONTRACTORS OF VIRGINIA, INC., a Virginia corporation, BCD
COMMUNICATIONS, INC., a Florida corporation and TIPCO, INC., a Florida
corporation (singularly a "Guarantor" and collectively the "Guarantors") and
SUNTRUST BANK, SOUTH FLORIDA, N.A., (the "Bank");

W I T N E S S E T H
In consideration of the premises and of the mutual covenants herein contained
and to induce the Bank to extend credit to the Borrower, the parties agree as
follows:

1. DEFINITIONS. In addition to terms defined elsewhere in this
Agreement, the following terms have the meanings indicated:

1.1 Defined Terms.

"Account" shall mean any account receivable, including any
rights of payment for goods sold or leased or for services rendered, which is
not evidenced by an Instrument or Chattel Paper, whether or not it has been
earned by performance, and in addition includes all property included in the
definition of "accounts" as used in the Code, together with any guaranties,
letters of credit and other security therefor.

"Account Debtor" shall mean a Person who is obligated under
any Account, Chattel Paper, General Intangible or Instrument.

"Advance" shall mean an advance of proceeds of a Loan to the
Borrower pursuant to this Agreement, on any given Advance Date.

"Advance Date" shall mean the date as of which an Advance is
made.

"Advance Request" shall mean the written request for an
Advance under the Line of Credit or the Equipment Loan as identified in Section
3.4 ("Notice and Manner of Borrowing") hereof.

"Affiliate" of a named Person shall mean (a) any Person owning
5% or more of the voting stock or rights of such named Person or of which the
named Person owns 5% or more of such voting stock or rights; (b) any Person
controlling, controlled by or under common control with such named Person; (c)
any officer or director of such

<PAGE> 7

named Person or any Affiliates of the named Person; and (d) any family member
of the named Person or any Affiliate of such named Person.

"Business Day" shall mean a weekday on which commercial banks
are open for business in Palm Beach County, Florida.

"Chattel Paper" shall mean all writing or writings which
evidence both a monetary obligation and a security interest in or the lease of
specific goods and in addition includes all property included in the definition
of "chattel paper" as used in the Code, together with any guaranties, letters
of credit and other security therefor.

"Code" shall mean the Uniform Commercial Code, as in effect in
Florida from time to time.

"Collateral" means the property described in the Loan
Documents, and, if not described in the Loan Documents, the following property
of any Obligors, wherever located and whether now owned by an Obligor or
hereafter acquired: (a) all real property owned by any Obligor, including,
without limitation, any interest an Obligor may have in any real property
including, without limitation, any leasehold or easement interests; (b) all
Inventory; (c) all General Intangibles; (d) all Accounts and Chattel Paper and
any other instrument or intangible representing payment for goods or services;
(e) all Equipment; (f) all Instruments (g) any other collateral in which the
Bank may be hereafter granted a security interest or Lien; (h) all funds on
deposit with or under the control of the Bank or its agents or correspondents;
and (i) all parts, replacements, substitutions, profits, products and cash and
non-cash proceeds of any of the foregoing (including insurance proceeds payable
by reason of loss or damage thereto) in any form and wherever located.
Collateral shall include all written or electronically recorded records
relating to any such Collateral and other rights relating thereto.

"Debt" shall mean all liabilities of a Person as determined
under generally accepted accounting principles and all obligations which such
Person has guaranteed or endorsed or is otherwise secondarily or jointly
liable, and shall include, without limitation (a) all obligations for borrowed
money or purchased assets, (b) obligations secured by assets whether or not any
personal liability exists, (c) the capitalized amount of any capital or finance
lease obligations, (d) the unfunded portion of pension or benefit plans or
other similar liabilities, (e) obligations as a general partner, (f) contingent
obligations pursuant to guaranties, endorsements, letters of credit and other
secondary liabilities, and (g) obligations for deposits.

"Debt Service" means all scheduled principal and interest
payments due from Borrower during the period in question.

-2-
<PAGE> 8

"Default Rate" shall mean the highest lawful rate of interest
per annum specified in any Note to apply after a default under such Note or, if
no such rate is specified, the highest rate of interest allowed by law.

"Eligible Accounts Receivable" means eighty percent (80%) of
the Accounts of Borrower and its wholly owned Subsidiaries which are (a)
payable by an entity organized and operating in the United States and (b) aged
ninety (90) days or less from billing date (or one hundred twenty (120) days or
less for accounts owed by governmental entities) provided that no Account of
any person or its affiliates shall be an Eligible Account Receivable if more
than ten percent (10%) of the Accounts owed by such person or its Affiliates
are aged more than ninety (90) days (or one hundred twenty (120) days for
governmental entities).

"Eligible Inventory" means fifty percent (50%) of the value of
Inventory consisting of finished goods owned by Borrower or its wholly owned
Subsidiaries of a kind usually and customarily sold by the Borrower or its
wholly owned Subsidiary and which is not, because of damage, age,
unmerchantability, obsolescence or any other condition or circumstance,
materially impaired in condition, value or marketability in the good faith
opinion of the Bank valued at the lower of (a) FIFO cost or (b) fair market
value as determined by Borrower pursuant to generally accepted accounting
principles and certified by Borrower in the monthly Inventory Reports. In no
event shall the Eligible Inventory exceed Two Million and no/100 Dollars
($2,000,000.00).

"Equipment" shall mean all furniture, fixtures, equipment,
motor vehicles, rolling stock and other tangible property of a Person of every
description, except Inventory and in addition includes all property included in
the definition of "equipment" as used in the Code.

"Equipment Facility" means the availability of credit for the
acquisition of New Equipment contemplated by Section 3.2 hereof.

"Equipment Loans" means the series of loans from Bank to
Borrower under the Equipment Facility.

"Equipment Notes" means the promissory notes to be given by
Borrower to Bank and evidencing the Equipment Loans which shall be in
substantially the form of the note attached hereto as Exhibit "1.1C".

"Event of Default" shall mean any event specified as such in
Section 7.1 hereof ("EVENTS OF DEFAULT"), provided that there shall have been
satisfied any requirement in connection with such event for the giving of
notice or the lapse of time, or

-3-
<PAGE> 9

both; "Default" or "default" shall mean any of such events, whether or not any
such requirement for the giving of notice or the lapse of time or the happening
of any further condition, event or act shall have been satisfied.

"Funded Debt" means all indebtedness for money borrowed,
purchase money mortgages, capitalized leases, conditional sales contracts and
similar title retention debt instruments, including any current maturities of
such indebtedness, which by its terms matures more than one year from the date
of any calculation thereof and/or which is renewable or extendible at the
option of the obligor to a date beyond one year from such date. The
calculation of Funded Debt shall include all Funded Debt of the Borrower and
the Subsidiaries, plus all Funded Debt of other entities or persons, other than
subsidiaries, which has been guaranteed by the Borrower or any Subsidiary with
the exception of existing SunTrust loans guaranteed by the Borrower as of the
Closing Date. Funded Debt shall also include the redemption amount with
respect to any stock of the Borrower or the Subsidiaries required to be
redeemed within the next twelve months.

"General Intangibles" shall mean all intangible personal
property (including things in action) except Accounts, Chattel Paper and
Instruments, including all contract rights, copyrights, trademarks, trade
names, service marks, patents, patent drawings, designs, formulas, rights to a
Person's name itself, customer lists, rights to all prepaid expenses, marketing
expenses, rights to receive future contracts, fees, commissions and orders
relating in any respect to any business of a Person, all licenses and permits,
all computer programs and other software owned by a Person, or which a Person
has the right to use, and all rights for breach of warranty or other claims for
funds to which a Person may be entitled, and in addition includes all property
included in the definition of "general intangibles" as used in the Code.

"Guarantor" shall mean all Subsidiaries of Borrower and any
other Person hereafter guaranteeing, endorsing or otherwise becoming liable for
any Indebtedness. On the date hereof the Guarantors are Transportation Safety
Contractors of Virginia, Inc., Transportation Safety, Inc., BCD Communications,
Inc. and Tipco, Inc.

"Guaranty Agreement" shall mean any guaranty instrument now or
hereafter executed and delivered by any Guarantor to the Bank, as it may be
modified.

"Indebtedness" shall mean all obligations now or hereafter
owed to the Bank by an Obligor, including, without limitation, amounts owed or
to be owed under the terms of the Loan Documents, or arising out of the
transactions described therein, including, without limitation, the Loans, sums
advanced to pay overdrafts on anyaccount maintained by an Obligor with the
Bank, reimbursement obligations for outstanding letters of credit or banker's
acceptances issued to the account of an Obligor, amounts paid

-4-
<PAGE> 10

by the Bank under letters of credit or drafts accepted by the Bank for the
account of an Obligor, together with all interest accruing thereon, all fees,
all costs of collection, attorneys' fees and expenses of or advances by the
Bank which the Bank pays or incurs in discharge of obligations of an Obligor or
to repossess, protect, preserve, store or dispose of any Collateral, whether
such amounts are now due or hereafter become due, direct or indirect and
whether such amounts due are from time to time reduced or entirely extinguished
and thereafter re-incurred.

"Instruments" means all promissory notes, letters of credit,
guarantees, securities, and other items constituting "instruments" (as defined
in the Code) owned or held by an Obligor, whether or not in negotiable form,
and all collateral and other security therefor, whether now or hereafter
existing or acquired, and all proceeds thereof and all substitutions and
replacements therefor.

"Interest Period" shall mean a calendar month commencing on
the first day of the month and ending on the last day of month provided,
however, that if, any Interest Period would otherwise commence or expire on a
day which is not a Business Day, the Interest Period shall commence or expire,
as the case may be, on the next succeeding Business Day.

"Inventory" means all goods, merchandise and other personal
property of a Person which is held for sale or lease or furnished or to be
furnished under a contract for services or raw materials, and all work in
process and materials used or consumed or to be used or consumed in a Person's
business, and in addition, includes all property included in the definition of
"inventory" as used in the Code.

"LIBOR" shall mean, for any Interest Period, the one month
LIBOR quoted by the Wall Street Journal on the first day of the Interest Period
at which deposits in U.S. dollars are available in the London interbank
eurodollar market in London, England (rounded up, if necessary, to the nearest
1/32 of 1%).

"LIBOR Loans" shall mean, at any time, that portion or
portions of the Loans then bearing interest at the LIBOR Rate.

"LIBOR Rate" shall mean the applicable LIBOR plus two and
seven tenths percent (2.7%).

"Lien" (collectively "Liens") shall mean any mortgage, pledge,
statutory lien or other lien arising by operation of law, security interest,
trust arrangement, financing lease, collateral assignment or other encumbrance,
or any segregation of assets or revenues (whether or not constituting a
security interest) with respect to any present or

-5-
<PAGE> 11

future assets, revenues or rights to the receipt of income of the Person
referred to in the context in which the term is used.

"Line of Credit" means the loan from Bank to Borrower
evidenced by the Line of Credit Note.

"Line of Credit Note" means that certain promissory note dated
of even date herewith in the original principal amount of up to $6,000,000
given by Borrower to Bank.

"Loans" shall mean the Line of Credit, the Equipment Loans,
the Term A Loan and the Term B Loan.

"Loan Documents" shall mean this Agreement, any other Security
Agreement, the Notes, any Guaranty Agreements, the Advance Requests, UCC-1
financing statements and all other documents and instruments now or hereafter
evidencing, describing, guaranteeing or securing the Indebtedness contemplated
hereby or delivered in connection herewith, as they may be modified.

"Maturity Date" means, with respect to each Loan, the Maturity
Date for such Loan as provided in the Note evidencing such Loan.

"Maximum Equipment Loans Amount" means the lesser of (a) Two
Million Five Hundred Thousand and no/100 Dollars ($2,500,000.00) or (b) eighty
percent (80%) of the actual cost of New Equipment as evidenced by copies of
invoices supplied to Bank.

"Maximum Line of Credit Amount" shall mean the lesser of (a)
Six Million and no/100 Dollars ($6,000,000.00) or (b) the sum of the Eligible
Accounts Receivable and the Eligible Inventory.

"New Equipment" means Equipment acquired by Borrower or a
Subsidiary wholly owned by Borrower after the date of this Agreement.

"Notes" shall mean the Line of Credit Note, the Equipment
Notes, the Term A Note, the Term B Note and any other promissory note now or
hereafter evidencing any Indebtedness, and all modifications, extensions and
renewals thereof.

"Obligors" means the Borrower and the Guarantors.

"Permitted Debt" shall mean (a) the Indebtedness; and (b) any
other Debt listed on Exhibit 1.1D hereto (if any) and any extensions, renewals,
replacements, modifications and refundings of any such Debt if, and to the
extent, permitted by Exhibit 1.1D; provided, however, that the principal amount
of such Debt may not be increased

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<PAGE> 12

from the amount shown as outstanding on such exhibit; and (c) such other Debt
as the Bank may consent to in writing from time to time.

"Permitted Liens" shall mean (a) Liens securing the
Indebtedness; (b) Liens for taxes and other statutory Liens, landlord's Liens
and similar Liens arising out of operation of law (provided they are
subordinate to the Bank's Liens on Collateral) so long as the obligations
secured thereby are not past due or are being contested as permitted herein;
(c) Liens described on Exhibit 1.1E hereto (if any), provided, however, that no
debt not now secured by such Liens shall become secured by such Liens
hereafter; and (d) such other Liens as the Bank may consent to in writing from
time to time.

"Person" shall mean any natural person, corporation,
unincorporated organization, trust, joint-stock company, joint venture,
association, company, limited or general partnership, any government, or any
agency or political subdivision of any government.

"Prime Rate" shall mean the annual interest rate announced by
SunTrust Banks of Florida, Inc., from time to time, as its Prime Rate (which
interest rate is only a bench mark, is purely discretionary and is not
necessarily the best or lowest rate charged borrowing customers of any
subsidiary bank of SunTrust Banks of Florida, Inc.). A change in the Prime
Rate shall become effective from the beginning of the day on which such change
is determined by the Bank.

"Security Agreement" shall mean this Agreement as it relates
to a security interest in the Collateral, and any other mortgage, security
agreement or similar instrument now or hereafter executed by an Obligor or
other Person granting the Bank a security interest in any Collateral to secure
the Indebtedness.

"Special Loan Account" shall mean the demand deposit account
established pursuant to Section 3.8 hereof ("Special Loan Account").

"Stockholder Loans" means the loans described as Notes Payable
to Shareholders/Officers on Borrower's July 31, 1995 financial statements and
on Exhibit 1.1F hereto.

"Subsidiary" shall mean any corporation, partnership or other
Person in which the Borrower, now or hereafter, directly or indirectly, owns
more than fifty percent (50%) of the stock, capital or income interests, or
other beneficial interests, or which is effectively controlled by the Borrower.

"Tangible Net Worth" means the stockholders equity in Borrower
as reported in Borrowers financial statements less any intangible assets.

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<PAGE> 13

"Term A Loan" means the loan from Bank to Borrower evidenced
by the Term A Note.

"Term A Note" means that certain promissory note dated of even
date herewith in the original principal amount of $2,750,000 given by Borrower
to Bank.

"Term B Loan" means the loan from Bank to Borrower evidenced
by the Term B Note.

"Term B Note" means the promissory note dated of even date
herewith from Borrower to Bank in the original principal amount of $1,250,000.

1.2 Financial Terms. All financial terms used herein shall
have the meanings assigned to them under generally accepted accounting
principles unless another meanings shall be specified.

2. REPRESENTATIONS AND WARRANTIES. In order to induce the Bank
to enter into this Agreement and to make the Loans provided for herein,
Obligors make the following representations and warranties, all of which shall
survive the execution and delivery of the Loan Documents. Unless otherwise
specified, such representations and warranties shall be deemed made as of the
date hereof and as of the Advance Date of any Advance by the Bank to the
Borrower:

2.1 Valid Existence and Power. The Borrower is a
corporation and each Subsidiary is a corporation or other entity duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization and is duly qualified or licensed to transact
business in all places where the failure to be so qualified would have a
material adverse effect on it. Each of the Obligors and each other Person
which is a party to any Loan Documents (other than the Bank) has the power to
make and perform the Loan Documents executed by it and all such instruments
will constitute the legal, valid and binding obligations of such Person,
enforceable in accordance with their respective terms, subject only to
bankruptcy and similar laws affecting creditors' rights generally.

2.2 Authority. The execution, delivery and performance
thereof by Obligors and each other Person (other than the Bank) executing any
Loan Document have been duly authorized by all necessary action of each Obligor
and its shareholders and by such other Person, and do not and will not violate
any provision of law or regulation, or any writ, order or decree of any court
or governmental or regulatory authority or agency or any provision of the
governing instruments of such Person, and do not and will not, with the passage
of time or the giving of notice, result in a breach of, or constitute a default
or require any consent under, or result in the creation of any Lien upon any

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<PAGE> 14

property or assets of such Person pursuant to, any law, regulation, instrument
or agreement to which any such Person is a party or by which any such Person or
its respective properties may be subject, bound or affected other than the Loan
Documents.

2.3 Financial Condition. Other than as disclosed in the
projected consolidated financial results for the Obligors' fiscal year ending
October 31, 1995 delivered to the Bank on or prior to the date hereof, the
Obligors have no direct or contingent obligations or liabilities (including any
guarantees or leases) or any material unrealized or anticipated losses from any
commitments except as described on Exhibit 2.3 (if any). Obligors are not
aware of any material adverse fact (other than facts which are generally
available to the public and not particular to the Obligors, such as general
economic or industry trends) concerning the conditions or future prospects of
the Obligors which has not been fully disclosed to the Bank, including any
material adverse change in the operations or financial condition of Obligors
since the date of the most recent financial statements delivered to the Bank.

2.4 Litigation. Except as disclosed on Exhibit 2.4 (if
any), there are no suits or proceedings pending, or to the knowledge of the
Obligors threatened, before any court or by or before any governmental or
regulatory authority, commission, bureau of agency or public regulatory body
against or affecting the Obligors or their assets, which if adversely
determined would have a material adverse effect on the financial condition or
business of the Obligors.

2.5 Agreements, Etc. None of Obligors is a party to any
agreement or instrument or subject to any court order, governmental decree or
any charter or other corporate restriction, adversely affecting its business,
properties or assets, operations or condition (financial or otherwise) nor is
any Obligor in default in the performance, observance or fulfillment of any of
the obligations, covenants or conditions contained in any agreement or
instrument to which it is a party, or any law, regulation, decree, order or the
like.

2.6 Authorizations. All authorizations, consents,
approvals and licenses required under applicable law or regulation for the
ownership or operation of the property owned or operated by any Obligor or for
the conduct of any business in which it is engaged have been duly issued and
are in full force and effect, and it is not in default, nor has any event
occurred which with the passage of time or the giving of notice, or both, would
constitute a default, under any of the terms or provisions of any part thereof,
or under any order, decree, ruling, regulation, closing agreement or other
decision or instrument of any governmental commission, bureau or other
administrative agency or public regulatory body having jurisdiction over such
person, which default would have a material adverse effect on such Person.
Except as noted herein, no approval, consent or

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<PAGE> 15

authorization of, or filing or registration with, any governmental commission,
bureau or other regulatory authority or agency is required with respect to the
execution, delivery or performance of any Loan Document.

2.7 Title. One of the Obligors has good title to all of
the assets shown in the consolidated financial statements of Obligors free and
clear of all Liens, except Permitted Liens. One of the Obligor's alone has
full ownership rights in all Collateral.

2.8 Collateral. The security interests granted to the
Bank herein and pursuant to any other Loan Document (a) constitute and, as to
subsequently acquired property included in the Collateral will constitute,
security interests under Florida law (including the Code) entitled to all of
the rights, benefits and priorities provided by Florida law (including the
Code) and the Loan Documents (b) are, and as to subsequently acquired
Collateral will be fully perfected, superior and prior to the rights of all
third persons, now existing or hereafter arising, subject only to Permitted
Liens.

2.9 Location. The chief executive office of the Obligors
where the Obligors' business records are located is the address designated for
notices in Section 9.4 ("Notices") and the Obligors' other places of business
are listed on Exhibit 2.9 attached hereto.

2.10 Taxes. Obligors have filed all federal and state
income and other tax returns which, to the best knowledge of the Obligors, are
required to be filed, and have paid all taxes as shown on said returns and all
taxes, including ad valorem taxes, shown on all assessments received by it to
the extent that such taxes have become due. Obligors are not subject to any
federal, state or local tax Liens nor has such Person received any notice of
deficiency or other official notice to pay any taxes. Each of Obligors have
paid all sales and excise taxes payable by it.

2.11 Withholding Taxes. Each of the Obligors has paid all
withholding, FICA and other payments required by federal, state or local
governments with respect to any wages paid to employees.

2.12 Labor Law Matters. No goods or services have been or
will be produced by the Obligors in violation of any applicable labor laws or
regulations or any collective bargaining agreement or other labor agreements or
in violation of any minimum wage, wage-and-hour or other similar laws or
regulations.

2.13 Accounts. Each Account, Instrument, Chattel Paper
and other writing constituting any portion of the Collateral is (a) genuine and
enforceable in accordance with its terms except for such limits thereon arising
from bankruptcy and

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<PAGE> 16

similar laws relating to creditors' rights; (b) to the best of the Obligor's
knowledge are not subject to any defense, setoff, claim or counterclaim of a
material nature against the Obligors except as to which the Obligors have
notified the Bank in writing; and (c) not subject to any other circumstances
that would impair the validity, enforceability or amount of such Collateral
except as to which the Obligors have notified the Bank in writing.

2.14 Use and Location of Collateral. The Collateral is
located only, and shall at all times be kept and maintained only, at the
Obligors' location or locations as described herein.

2.15 Judgment Liens. Neither Obligors, nor any of their
assets, are subject to any unpaid judgments (whether or not stayed) or any
judgment liens in any jurisdiction.

2.16 Intent and Effect of Transactions. This Agreement
and the transactions contemplated herein (a) are not made or incurred with
intent to hinder, delay or defraud any person to whom the Obligors have been,
are now, or may hereafter become indebted; (b) do not render any Obligor
insolvent nor is the Obligor insolvent on the date of this Agreement; (c) do
not leave the Obligor with an unreasonably small capital with which to engage
in its business or in any business or transaction in which it intends to
engage; and (d) are not entered into with the intent to incur, or with the
belief that any Obligor would incur, debts that would be beyond its ability to
pay as such debts mature.

2.17 Subsidiaries. All of the Subsidiaries are listed on
Exhibit 2.17 attached hereto.

2.18 Hazardous Materials. The Obligors' and Subsidiaries'
property and improvements thereon have not in the past been used, are not
presently being used, and will not in the future be used for, nor do any of
such persons engage in, the handling, storage, manufacture, disposition,
processing, transportation, use or disposal of hazardous or toxic materials
other than vehicle fuel and lubricants used in the ordinary course of the
operation of such person's business, all of which are stored, applied, disposed
of and otherwise handled in accordance with applicable laws, rules and
regulations.

2.19 ERISA. Obligors have no pension, profit-sharing or
other benefit plan subject to the Employee Retirement Income Security Act of
1974, as amended ("ERISA") or the Obligors have furnished to the Bank true and
complete copies of the latest annual report required to be filed pursuant to
Section 104 of ERISA, with respect to each employee benefit plan or other plan
maintained for employees of the Obligors and

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<PAGE> 17

covered by Title IV of ERISA (a "Plan"), and no Termination Event (as
hereinafter defined) with respect to any Plan has occurred and is continuing.
For the purposes of this Agreement, a "Termination Event" shall mean a
"reportable event" as defined in Section 4043(b) of ERISA ("Reportable Event"),
or the filing of a notice of intent to terminate under Section 4041 of ERISA.
Obligors have no unfunded liability with respect to any such plan.

2.20 Guarantors. Each of the Guarantors will derive
substantial financial benefit from the making of the Loans to Borrower by
reason of the interrelation of businesses of the Obligors.

3. The Loans

3.1 Line of Credit. The Bank may from time to time lend
to the Borrower under the Line of Credit principal amounts for working capital
to be used in the operation of the Borrower's or a Subsidiary's business. The
Line of Credit Note shall evidence the outstanding principal balance of the
Line of Credit, as it may change from time to time. Advances under the Line of
Credit shall be subject to the following terms:

(a) The Borrower shall not request and the Bank will not
be required to make or consider requests for Advances of the Line of Credit
after February 28, 1997 provided that the Bank may in its discretion extend
such date in writing and further provided that the repayment obligations of the
Borrower for Advances of the Line of Credit made by the Bank after such date
(as it may be extended) shall be binding on the Borrower and any Guarantor or
other persons liable for any Indebtedness to the same extent as obligations
with respect to Advances made prior to such date.

(b) Should there occur any overdraft of any deposit
account maintained by the Borrower with the Bank, the Bank may, at its option,
disburse funds (whether or not in excess of the Maximum Line of Credit Amount)
to eliminate such overdraft and such disbursement shall be deemed an Advance of
Line of Credit proceeds hereunder entitled to all of the benefits of the Loan
Documents. Nothing herein shall be deemed an authorization of or consent to
the creation of an overdraft in any account or create any obligations on the
part of the Bank to fund such overdraft;

(c) The outstanding balance of the Line of Credit may
increase and decrease from time to time, and Advances thereunder may be repaid
and re-borrowed, but the total of Advances outstanding at any one time under
the Line of Credit shall never exceed the Maximum Line of Credit Amount unless
Bank, in its sole discretion, agrees to allow the outstanding Advances to
exceed the Maximum Line of Credit Amount. The Borrower shall immediately pay
to the Bank any amount by which the Line of Credit

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<PAGE> 18

exceeds the Maximum Line of Credit Amount. The Bank may, in its discretion,
make, or permit to remain outstanding, Advances to the Borrower in excess of
the Maximum Line of Credit Amount and all such amounts shall be part of the
Line of Credit and Indebtedness, shall bear interest as provided in the Line of
Credit Note, shall be payable on demand and shall be entitled to all rights and
security provided for herein and in all other Loan Documents.

(d) Advances under the Line of Credit may not be
requested more often than once a week.

3.2 Equipment Facility. The Bank may lend to the
Borrower under the Equipment Facility principal amounts for the purchase of New
Equipment by Borrower or its wholly owned Subsidiaries. Advances of Equipment
Loans shall be subject to the following terms:

(a) The aggregate principal amount of the Equipment Loans
advanced over the term of the Equipment Facility shall not exceed the Maximum
Equipment Loans Amount. Amounts borrowed and repaid may not be reborrowed as
the Equipment Loans are not made pursuant to a revolving credit facility.

(b) The Borrower shall not request and the Bank will not
be required to make or consider requests for Advances of the Equipment Facility
after February 28, 1997 provided that the Bank may in its discretion extend
such date in writing and further provided that the repayment obligations of the
Borrower for Advances of the Equipment Loans made by the Bank after such date
(as it may be extended) shall be binding on the Borrower and any Guarantor or
other persons liable for any Indebtedness to the same extent as obligations
with respect to Advances made prior to such date.

(c) Principal and interest under each Equipment Loan
shall be payable pursuant to a separate amortization schedule consistent with
the Bank's then current policy for loans secured by equipment of the type of
the New Equipment purchased with such Equipment Loan as evidenced by a separate
Equipment Note to be executed at the time of each Advance under the Equipment
Facility.

(d) Equipment Loans may not be requested more often than
once a month.

3.3 Term Loans. On the date of this Agreement, Bank has
fully funded the Term A Loan and the Term B Loan to Borrower as evidenced by
the Term A Note and the Term B Note.

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<PAGE> 19

3.4 Notice and Manner of Borrowing. Unless another
satisfactory procedure for disbursements is agreed upon in writing by the
parties, the following procedure will be used for disbursement of proceeds of
the Line of Credit and the Equipment Loans. The Borrower shall deliver a
written and signed Advance Request to the Bank not later than 12:00 noon,
prevailing Eastern time, on the Business Day prior to the proposed Advance
Date, in the form attached hereto as Exhibit 3.4(a) for Advances under the Line
of Credit and Exhibit 3.4(b) for Advances under the Equipment Loans, and a
reconciliation from the previous Advance Request (or monthly report),
specifying the proposed Advance Date (which shall be a Business Day), the
interest rate elected for such Advance (if applicable) and the amount of the
proposed Advance, and providing such other information as the Bank may
reasonably require.

3.5 Interest Rate. The outstanding principal balance of
each of the Loans outstanding from time to time shall accrue interest at the
Prime Rate unless Borrower has elected to have a Loan or portion of a Loan be
treated as a LIBOR Loan in which event such LIBOR Loan shall accrue interest at
the LIBOR Rate. Borrower's designation of each LIBOR Loan shall be subject to
the following conditions:

(a) Not less than two (2) Business Days prior to the date
on which Borrower proposes to have a portion of the Loans converted to a LIBOR
Loan, Borrower must provide Bank written notice specifying the amount of the
LIBOR Loan which shall be in a principal amount equal to $100,000 or multiples
of $100,000 and the date on which the new portion of the Loans is to be
converted to a LIBOR Loan.

(b) From and after the date designated for such LIBOR
Loan the principal amount thereof shall bear interest at the LIBOR Rate until
Borrower gives Bank at least two Business Days prior written notice of its
election to have the principal amount of such LIBOR Loan bear interest at the
Prime Rate. In no event shall the interest rate on any LIBOR Loan be changed
to the Prime Rate except on the first day of an Interest Period.

(c) Borrower shall have no right to designate a LIBOR
Loan if a Default or an Event of Default has occurred and is continuing.

(d) Any notice delivered by the Borrower to the Bank as
provided in this Section 3.5 shall be irrevocable and binding upon the Borrower
upon receipt by the Bank.

(e) If at any time the Bank shall determine that the
making or continuation of the LIBOR Rate has become unlawful or impracticable
as a result of its good-faith compliance with any law, rule, regulation,
guideline, policy, order, judgment or decree, whether or not having the force
of law, issued after or as of the date hereof by

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<PAGE> 20

any governmental authority having jurisdiction over the Bank (which
determination by the Bank, absent manifest error, shall be final and
conclusive), the Bank shall transmit notice to the Borrower and (i) the Bank's
obligations to continue the LIBOR Rate hereunder shall promptly terminate and
(ii) any Loans then accruing interest at the LIBOR Rate shall immediately
accrue interest at the Prime Rate.

3.6 Net Payments. All payments by the Borrower under
this Agreement and the Notes shall be made without setoff or counterclaim and
in such amounts as may be necessary in order that all payments, after deduction
or withholding for or on account of any present or future taxes, levies,
imposts, duties or other charges of whatsoever nature imposed by any government
or any political subdivision or taxing authority thereof (collectively the
"Taxes"), shall not be less than the amounts otherwise specified to be paid
under this Agreement and the Notes. Notwithstanding anything to the contrary
contained in this Section 3.6, the Borrower shall not be liable for the payment
of any tax on or measured by net income or portion thereof of the Bank pursuant
to the income tax laws of the United States, the State of Florida or the
jurisdiction where the office making or carrying the Loans is located. The
Borrower shall pay all Taxes when due (and indemnify the Bank against any
liability therefor) and shall promptly (and in any event not later than 30 days
thereafter) furnish to the Bank any certificates, receipts and other documents
which may be required (in the judgment of the Bank) to establish any tax credit
to which that Bank may be entitled. The obligations of the Borrower under this
Section 3.6 shall survive the termination of this Agreement and the repayment
of the Loans, but such obligations shall terminate as to any claim or liability
for which the Borrower is responsible pursuant to this Section 3.6 on the same
date that any such claim or liability is barred by any applicable statute of
limitations.

3.7 Calculation of Interest. All interest under the
Notes or hereunder shall be calculated on the basis of a 360-day year for the
actual number of days elapsed in an interest period (actual/360 method), unless
the Bank shall otherwise elect.

3.8 Special Loan Account. Upon the occurrence of an
Event of Default and demand by Bank, the Borrower shall establish and maintain
with the Bank, during the term of the Loans, a demand deposit account (the
"Special Loan Account"). From and after occurrence of an Event of Default, the
Borrower shall deposit in the Special Loan Account, as received, all proceeds
from the sale of Inventory and collection of Accounts and other Collateral in
the form of checks, drafts, cash or the like, and all such proceeds shall
constitute Collateral. Upon receipt of written instructions from the Bank
after an Event of Default, the Borrower shall direct (by instruction on
invoices and otherwise) all Account Debtors to make payments to a designated
post office box under the control of the Bank, which payments shall be
deposited directly into the Special Loan Account. The

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<PAGE> 21

Borrower shall pay the Bank's reasonable fees and charges in connection with
such lock-box arrangement.

3.9 Prepayment. Borrower shall have the right to prepay
any Loan, in whole or in part; provided that no such prepayment shall be made
with respect to any portion of the Loan then bearing interest at a LIBOR Rate
unless the Borrower also complies with the provisions of this Section. Each
notice of prepayment shall specify the prepayment date and the principal
amount to be prepaid. All prepayments of a Loan shall include accrued interest
upon the principal amount being prepaid to the date of the payment. The
Borrower shall indemnify the Bank for all losses and any direct or indirect
costs, including the costs of re-employment of funds at rates lower than the
costs to the Bank of such funds and the costs paid by the Bank to acquire funds
to carry a LIBOR Loan, which the Bank may sustain, as a consequence of:

(a) the occurrence of any Event of Default under this
Agreement which results in the acceleration of any portion of the Loan bearing
interest at the LIBOR Rate; or

(b) the prepayment by the Borrower of any principal
amount of the Loan bearing interest at the LIBOR Rate prior to the expiration
of the applicable Interest Period.

The Bank shall submit a request for indemnification in writing
to the Borrower promptly following the occurrence of the event which formed the
basis for the request for indemnification, which request shall reasonably
detail the basis for such request. Such notice as to any additional amount or
amounts required to be paid to the Bank shall be calculated by the Bank in good
faith and, in the absence of manifest error, shall be final and conclusive.
The Borrower shall pay upon demand the additional amount or amounts requested
by the Bank pursuant to this Section.

3.10 Overdue Amounts. Any payments not made as and when
due shall bear interest from the date due until paid at the Default Rate.

3.11 Sales Tax. The Borrower shall notify the Bank if any
Account includes any sales or other similar tax and the Bank may at Bank's
option either disburse amounts to Borrower from the Special Loan Accounts for
payment to the taxing authority if the Special Loan Account contains sufficient
amounts to pay or remit any such taxes directly to the taxing authority and
make Advances or charge the Special Loan Account therefor. In no event shall
the Bank be liable for any such taxes.

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<PAGE> 22

3.12 Cross Collateralization. Borrower agrees that,
notwithstanding the provisions of any of the Loan Documents and further
notwithstanding the existence of the separate Notes or any other separate
expression of or security for the Indebtedness, all of the Collateral, is
encumbered as security for all of the Indebtedness by this Agreement or by
other Loan Documents. It is the intention of Borrower and Bank that the liens
and security interests created by the Loan Documents encumber all of the
Collateral to secure all of the Indebtedness. Bank shall have the right to
proceed against any of the Collateral to collect any or all of the Indebtedness
in such order as Bank shall deem proper. Bank shall not be obligated to
proceed against or to release any particular portion of the Collateral because
the Collateral is described in one of the Loan Documents creating a lien or
security interest but not in others.

3.13 Yield Protection. In the event that after the date
hereof any change occurs in an applicable law, regulation, treaty or directive
or interpretation thereof by any authority charged with the administration or
interpretation thereof, or any condition is imposed by any authority or any
change occurs in any condition imposed by any authority on or prior to the date
hereof, which:

(a) subjects the Bank to any tax, duties or other
charges, or changes the basis of taxation of payments to the Bank on account of
principal of or interest on the principal of the Loan by virtue of the LIBOR
Rate or Prime Rate or imposes any fees in respect of other amounts payable to
the Bank hereunder, bearing interest at the LIBOR Rate or Prime Rate (other
than any change in the rate of tax based solely on the overall net income of
the Bank imposed by either (i) the United States; or (ii) the State of Florida;
or (iii) the jurisdiction where the office making the Loan or holding the Notes
is located); or

(b) imposes, modifies or determines to be applicable any
reserve, deposit or similar requirements against any assets held by, deposits
with or for the account of, or loans or commitments by, any office of the Bank
in connection with a Loan bearing interest at a LIBOR Rate or Prime Rate to the
extent the amount of which exceeds, or was not applicable at the time of the
execution of this Agreement; or

(c) imposes upon the Bank any other condition with
respect to the LIBOR Rate or the Prime Rate or the Bank's obligation to allow a
LIBOR Rate or Prime Rate hereunder; which, as a result thereof, (i) increases
the cost to the Bank of permitting or maintaining the LIBOR Rate or Prime Rate,
or (ii) reduces the net amount of any payment received by the Bank in respect
of the LIBOR Rate or Prime Rate (whether of principal, interest, commitment
fees or otherwise); or (iii) requires the Bank to make any payment on or
calculated by reference to the gross amount of any sum received by it in

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<PAGE> 23

respect of the LIBOR Rate or Prime Rate, in each case by an amount which the
Bank in its sole judgment deems material.

Then and in any such case the Borrower shall pay to the Bank
on demand such amount or amounts as will compensate the Bank for any increased
cost, deduction or payment actually incurred or made by the Bank. Bank shall
notify Borrower of the imposition of such tax, duty, charge, reserve,
requirement or condition within ninety (90) days after the same is imposed and
becomes applicable to the Loans or any Indebtedness pursuant to this Agreement.
The demand for payment made by the Bank shall state the subjection or change
which has occurred or the reserve or deposit requirements or other conditions
which have been imposed on the Bank or the request, direction, or requirement
with which it has complied, together with the date thereof, the amount of
such cost, reduction or payment and the way in which such amount has been
calculated in reasonable detail. The amounts payable pursuant to this Section
shall be calculated by the Bank in good faith, and, in the absence of manifest
error, be conclusive evidence of the amount thereof.

The protection of this Section shall be available to the Bank
regardless of any possible contention of invalidity or inapplicability of the
relevant law, regulation, treaty, directive, condition or interpretation
thereof. In the event the Borrower pays to the Bank the amount necessary to
compensate the Bank for any charge, deduction or payment incurred or made by
the Bank as provided in this Section and such charge, deduction or payment or
any part thereof is subsequently returned to the Bank as a result of the final
determination of the invalidity or inapplicability of the relevant law,
regulation, treaty, directive or condition, then the Bank shall remit to the
Borrower the amount paid by the Borrower which has actually be returned to the
Bank, less any costs and expenses incurred by the Bank in connection with such
governmental regulation or any challenge made by the Bank with respect to its
validity or applicability.

4. Commitment Fees. Borrower shall pay Bank a commitment fee of
three eighths of one percent (3/8%) of the principal amounts of each Advance
under the Equipment Facility payable on the date of such Advance.

5. Conditions Precedent to Borrowing. Prior to any disbursement
of the proceeds of any Loan, the following conditions shall have been
satisfied, in the sole opinion of the Bank and its counsel:

5.1 Conditions Precedent to Initial Advance. In addition
to any other requirement set forth in this Agreement, the Bank will not make a
disbursement of any portion of any Loan unless and until the following
conditions shall have been satisfied:

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<PAGE> 24

(a) Loan Documents. The Borrower and each other party to
any Loan Documents, as applicable, shall have executed and delivered this
Agreement, the Notes, and other Loan Documents required by Bank, all in form
and substance reasonably satisfactory to the Bank.

(b) Supporting Documents. The Borrower shall cause to be
delivered to the Bank the following documents:

(i) A copy of the governing instruments of the
Borrower and each Guarantor and a good
standing certificate of the Borrower and each
Guarantor certified by the appropriate
official of the State of Florida and

(ii) Incumbency certificates and certified
resolutions of the boards of directors (or
other appropriate Persons) of the Borrower
and each other Person executing any Loan
Documents authorizing the execution, delivery
and performance of the Loan Documents; and

(c) UCC Searches. UCC-11 searches and other Lien
searches showing no existing security interests in or Liens on the Collateral
which is personal property other than the security interests of the Bank.

(d) Opinion of Obligors' Counsel: Obligors shall cause
to be addressed and delivered to Bank an opinion of counsel for Obligors, in
form and content reasonably satisfactory to Bank.

(e) Insurance. The Borrower shall have delivered to the
Bank satisfactory evidence of insurance meeting the requirements of Section 6.3
("Insurance").

(f) Perfection of Liens. The UCC-1 financing statements
and, if applicable, certificates of title covering the Collateral executed by
the Obligors shall duly have been recorded or filed in the manner and places
required by law to establish, preserve, protect and perfect the interests and
rights created or intended to be created by this Agreement and any other Loan
Document; and all taxes, fees and other charges in connection with the
execution, delivery and filing of this Agreement, the Notes and the other Loan
Documents shall have been paid.

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<PAGE> 25

(g) Additional Documents. The Obligors shall have
delivered to the Bank all additional opinions, documents, certificates and
other assurances that the Bank or its counsel may reasonably require.

5.2 Conditions Precedent to Each Advance. The following
conditions, in addition to any other requirements set forth in this Agreement,
shall have been met or performed by the Advance Date with respect to any
Advance Request:

(a) Advance Request. The Borrower shall have delivered
to the bank an Advance Request and other information, as required under in
Section 3.4 ("Notice and Manner of Borrowing").

(b) No Default. No default shall have occurred and be
continuing or will occur upon the making of the Advance in question and the
Borrower shall have delivered to the Bank an officer's certificate to such
effect, which may be incorporated in the Advance Request.

(c) Correctness of Representations. All representations
and warranties made by the Obligors herein or otherwise in writing in
connection herewith shall be true and correct with the same effect as though
the representations and warranties had been made on and as of the proposed
Advance Date, and the Borrower shall have delivered to the Bank an officer's
certificate to such effect, which may be incorporated in the Advance Request.

(d) No Adverse Change. There shall have been no
material adverse change in the condition, financial or otherwise, of the
Obligors from such condition as it existed on the date of the most recent
financial statements of such Person delivered prior to date hereof.

(e) Periodic Report. The Bank shall have received a
current Accounts Receivable Report, Accounts Payable Report and a current
Inventory Report (as required by Section 6.6 ("Financial Information")
satisfactory to Bank in its sole discretion.

(f) Further Assurances. The Obligors shall have
delivered such further documentation or assurances as the Bank may reasonably
require.

6. COVENANTS OF THE BORROWER. Obligors covenant and agree that
from the date hereof and until payment in full of the Indebtedness and the
formal termination of this Agreement, unless the Bank shall otherwise consent
in writing, the Obligors:

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<PAGE> 26

6.1 Use of Loan Proceeds. Shall use the proceeds of the Loans
only for the commercial purposes permitted herein or otherwise permitted by the
Bank and furnish the Bank all evidence that it may reasonably require with
respect to such use.

6.2 Maintenance of Business and Properties. Shall at all times
maintain, preserve and protect all of its property used or useful in the
conduct of its business, including, without limitation, the Collateral, and
keep the same in good repair, working order and condition, and from time to
time make, or cause to be made, all material, needful and proper repairs,
renewals, replacements, betterments and improvements thereto so that the
business carried on in connection therewith may be conducted properly and in
accordance with standards generally accepted in businesses of a similar type
and size at all times, and maintain and keep in full force and effect all
licenses and permits necessary to the proper conduct of its business.

6.3 Insurance. Shall maintain such liability insurance, workers'
compensation insurance, business interruption insurance and casualty insurance
as may be required by law or customary and usual for prudent businesses in its
industry or as may be reasonably required by the Bank and shall insure and keep
insured all Collateral and other properties in good and responsible insurance
companies satisfactory to the Bank. All liability policies shall name Bank as
an additional named insured, as its interests may appear. The hazard insurance
covering Collateral shall be in amounts and shall contain co-insurance and
deductible provisions approved by the Bank; and shall name and directly insure
the Bank its successors and assigns as secured party and loss payee under an
endorsement acceptable to Bank. Each policy must contain a provision that Bank
will receive 30 days' prior written notice of expiration, cancellation,
termination or modification of such policy.

6.4 Notice of Default. Shall provide to the Bank immediate notice
of (a) the occurrence of a Default, (b) any material litigation or material
changes in existing litigation or any judgment against it or its assets, (c)
any material damage or loss to property, (d) any notice from taxing authorities
as to claimed deficiencies or any tax lien or any notice relating to alleged
ERISA violations, (e) any Reportable Event, as defined in ERISA, (f) any
rejection, return, offset, dispute, loss or other circumstance having a
material adverse effect on any Collateral, and (g) any loss or threatened loss
of material licenses or permits.

6.5 Inspections. Shall permit inspections of the Collateral and
the records of such Person pertaining thereto, at such times and in such manner
as may be reasonably required by the Bank and shall further permit such
inspection, review and audits of its other records and its properties (with
such reasonable frequency and at such reasonable times as the Bank may desire)
by the Bank as the Bank may deem necessary

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<PAGE> 27

or desirable from time to time. The cost of such audits, reviews and
inspections shall be borne by the Bank.

6.6 Financial Information. Shall maintain books and records in
accordance with generally accepted accounting principles and shall furnish to
the Bank the following periodic financial information:

(a) Periodic Accounts Receivable, Accounts Payable and
Inventory Reports. Within 20 days of the end of each month reports certified
by the Chief Executive Officer or the Chief Financial Officer of Borrower as
being accurate and complete (i) listing all Accounts and Eligible Accounts
Receivable of the Borrower and its wholly owned Subsidiaries as of the last
Business Day of such month (the "Accounts Receivable Report") which shall
include the amount and age of each Account, the name and mailing address of
each Account Debtor and such other information as the Bank may require in order
to verify the Accounts, (ii) listing all accounts payable of the Obligor's as
of the last Business Day of such month (the "Accounts Report") which shall
include the amount and age of each account payable, the name and mailing
address of each account creditor and such other information as the Bank may
require in order to verify such account, and (iii) listing all Inventory and
Eligible Inventory of the Borrower and its wholly owned Subsidiaries as of the
last Business Day of such month (the "Inventory Report), the cost thereof, the
date of acquisition, and such other information as the Bank may require
relating thereto, all in reasonable detail and in form acceptable to the Bank;

(b) Monthly Reports. Within 20 days after the end of
each month reports of the results of Borrower's domestic operations for such
month and within 30 days after the end of each month a consolidated income
statement and a consolidated balance sheet for the operation of Borrower and
the Subsidiaries prepared in accordance with generally accepted accounting
principles, as at the end of such month and year to date, each certified by the
Chief Executive Officer or the Chief Financial Officer of Borrower as being
accurate and complete.

(c) Quarterly Reports. Within 60 days after the end of
each calendar quarter, a consolidated income statement and a balance sheet for
the operation of Borrower and the Subsidiaries prepared in accordance with
generally accepted accounting principles, as at the end of such quarter and
year-to-date, each certified by the Chief Executive Officer or the Chief
Financial Officer of the Borrower as being accurate and complete;

(d) Annual Reports. Within 120 days after the end of
each fiscal year, a consolidated income statement and a reconciliation of
surplus statement of the Borrower and its Subsidiaries for such year, and a
consolidated balance sheet of Borrower and its

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<PAGE> 28

Subsidiaries as of the end of such year, prepared in accordance with generally
accepted accounting principles and audited by independent certified public
accountants of recognized standing selected by the Borrower and reasonably
satisfactory to the Bank; and

(e) No Default Certificates. Together with each report
required by Subsection (c) and (d), shall submit a certificate of its Chief
Executive Officer or Chief Financial Officer that no Default or Event of
Default then exists or if a Default or Event of Default exists, the nature and
duration thereof and the Borrower's intention with respect thereto, and in
addition, shall cause the Borrower's independent auditors to submit to the
Bank, together with its audit report, a statement that, in the course of such
audit, it discovered no circumstances which it believes would result in a
Default or Event of Default or if it discovered any such circumstances, the
nature and duration thereof; and shall also cause each Guarantor to submit a
financial statement not less frequently than annually, in a form reasonably
satisfactory to the Bank. In addition to the financial statements required
herein, the Bank reserves the right to require other or additional financial or
other information concerning the Borrower, the Guarantors and/or the Collateral
as Bank may reasonably require.

(f) Securities Filings. Shall provide Bank with copies
of all form 10-K, 10-Q or other filings or information relating to the Obligors
immediately after filing with the SEC or any state securities regulator.

6.7 Debt. Shall not create or permit to exist any Debt
of any Obligor, including any guaranties or other contingent obligations,
except Permitted Debt.

6.8 Liens. Shall not create or permit to exist any Liens
on any of its property except Permitted Liens.

6.9 Merger, Sale, Etc. Shall maintain its corporate
existence, good standing and necessary qualifications to do business and,
except as provided in Section 6.20, shall not merge or consolidate with any
Person or acquire all or substantially all of the assets of, or 50% or more of
any class of equity interest of, any Person or sell, lease, assign or otherwise
dispose of any Collateral or substantial portion of its other assets (other
than sales of obsolete or worn-out equipment and sales of Inventory in the
ordinary course of business).

6.10 Loans and Other Investments. Shall not make or
permit to exist any advances or loans to, or guarantee or become contingently
liable, directly or indirectly, in connection with the obligations, leases,
stock or dividends of, or own, purchase or make any commitment to purchase any
stock, bonds, notes, debentures or other securities of, or

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<PAGE> 29

any interest in, or make any capital contributions to (all of which are
sometimes collectively referred to herein as "Investments") any Person except
for (a) purchases of direct obligations of the federal government, (b) deposits
in commercial banks, (c) commercial paper of any U.S. corporation having the
highest ratings then given by Moody's Investors Service, Inc. or Standard &
Poor's Corporation, (d) investments in Subsidiaries existing on the date
hereof, and (e) endorsement of negotiable instruments for collection in the
ordinary course of business.

6.11 Change in Business. Shall not enter into any
business which is substantially different from the business or businesses in
which it is presently engaged.

6.12 Accounts. (a) shall not sell, assign or discount any
of its Accounts, Chattel Paper or any promissory notes held by it other than
the discount of such notes in the ordinary course of business for collection;
and (b) shall notify the Bank promptly in writing with any discount, offset or
other deductions not shown on the face of an Account invoice and any dispute
over an Account, and any information relating to an adverse change in any
Account Debtor's financial condition or ability to pay its obligations.

6.13 Transactions with Affiliates. Shall not directly or
indirectly purch ase, acquire or lease any property from, or sell,
transfer or lease any property to, or otherwise deal with, except in the
ordinary course of business, any Affiliate.

6.14 No Change in Name, Offices; Removal of Collateral.
Shall not, unless it shall have given 60 days' advance written notice thereof
to the Bank, (a) change its name or the location of its chief executive office
or other office where books or records are kept or (b) permit any Inventory or
other tangible Collateral to be located at any location other than as specified
in Section 2.9. ("Location").

6.15 No Sale, Leaseback. Shall not enter into any
sale-and-leaseback or similar transaction.

6.16 Margin Stock. Shall not use any proceeds of the
Loans to purchase or carry any margin stock (within the meaning of Regulation U
of the Board of Governors of Federal Reserve System) or extend credit to others
for the purpose of purchasing or carrying any margin stock.

6.17 Payment of Taxes, Etc. Shall pay before delinquent
all of its debts and taxes except that the Bank shall not unreasonably withhold
its consent to nonpayment of taxes being actively contested in accordance with
law (provided that the Bank may require bonding or other assurances).

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<PAGE> 30

6.18 Subordination. Shall cause all debt and other
obligations now or hereafter owed to any Guarantor or Affiliate to be
subordinated in right of payment and security to the Indebtedness in accordance
with subordination agreements satisfactory to the Bank.

6.19 Compliance; Hazardous Materials. Shall strictly
comply with all laws, regulations, ordinances and other legal requirements,
specifically including, without limitation, ERISA, all securities laws and all
laws relating to hazardous materials and the environment. Except as otherwise
provided in this Agreement, unless approved in writing by the Bank, Obligors
shall not engage in the storage, manufacture, disposition, processing,
handling, use or transportation of any hazardous or toxic materials, whether or
not in compliance with applicable laws and regulations.

6.20 Subsidiaries. Shall not acquire, form or dispose of
any Subsidiaries without Bank's prior written consent and shall cause the newly
formed or acquired Subsidiaries to join in this Agreement as an Obligor and to
provide Guarantees of the Indebtedness promptly after forming or acquiring such
subsidiaries. In no event shall the proceeds of any Loan be used to acquire
H.C. Investments, Inc. or H.C. Connell, Inc. or to fund the operations of such
company in any way. No Obligor shall guarantee any Debt of or H.C.
Investments, Inc. or H.C. Connell, Inc. directly or indirectly. New
Subsidiaries may be acquired without the prior written consent of the Bank
provided Borrower provides prior written notice to the Bank containing a
certification that the terms of this Agreement and the special terms outlined
below will be complied with after said acquisition. The special terms are:

(a) The Subsidiary to be acquired is engaged in one of
the three primary lines of business for the Borrower -- highway signage,
telecommunications or utility installation; and

(b) The ratio of the combined earnings before deduction
of interest, taxes, depreciation, amortization and lease payments of Borrower
and the Subsidiary to be acquired calculated on a trailing four quarters basis
for both the Borrower and the Subsidiary to be acquired, divided by the
combined projected interest, principal and lease payments of Borrower and the
Subsidiary to be acquired, calculated for the four quarters after acquisition
shall be greater than 1.75X.

6.21 Net Worth. Shall maintain Borrowers Tangible Net
Worth at the end of each quarter beginning with the quarter ending October 31,
1995, at not less than Nine Million Three Hundred Thousand and no/100 Dollars
($9,300,000.00).

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<PAGE> 31

6.22 Funded Debt/Tangible Net Worth. Shall assure that
the ratio of Borrower's total Funded Debt to the Borrower's Tangible Net Worth
shall be less than 1.40X. This ratio shall be tested on a quarterly basis
beginning October 31, 1995.

6.23 Debt Service. Shall assure that Borrower's earnings
before deduction of interest payments, taxes, depreciation and amortization
shall be greater than 1.20 x Debt Service measured quarterly beginning January
31, 1996 for the trailing four quarters. For the purpose of testing compliance
with the covenants in Sections 6.21, 6.22 and 6.23, the financial results of
H.C. Investments, Inc. and H.C. Connell, Inc. will not be included.

6.24 Stockholder Loans. Shall not repay the Stockholders
Loans (a) prior to the January 1996 due date therefore (b) if repayment would
negatively impact Borrower's working capital in Bank's reasonable judgment (c)
if Borrower's audited financial statements for the fiscal year ending October
31, 1995 show a material adverse change in Borrower's financial condition from
that reflected in Borrower's financial statements provided the Bank prior to
the date of this Agreement or (d) if such repayment would result in the
violation of any covenant contained in this Agreement.

6.25 Further Assurances. Shall take such further action
and provide to the Bank such further assurances as may be reasonably requested
to ensure compliance with the intent of this Agreement and the other Loan
Documents.

6.26 Withholding Taxes. Shall pay as and when due all
employee withholding, FICA and other payments required by federal, state and
local governments with respect to wages paid to employees.

6.27 Depository Accounts. Shall at all times when any
Indebtedness is outstanding cause the primary operating accounts of Borrower
and the Subsidiaries to be established and maintained at the Bank.

7. DEFAULT.

7.1 Events of Default. Each of the following shall
constitute an Event of Default:

(a) Any material representation or warranty made by the
Borrower or any other party to any Loan Document (other than the Bank) herein
or therein or in any certificate or report furnished in connection herewith or
therewith shall prove to have been untrue or incorrect in any material and
adverse respect when made; or

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<PAGE> 32

(b) There shall occur any default by the Borrower in the
payment, when due, of any principal of or interest on any of the Notes, any
amounts due hereunder or any other Loan Document or any other Indebtedness (not
cured within any grace period provided in such Note or in the document or
instrument evidencing such Indebtedness); or

(c) There shall occur any default by the Borrower or any
other party to any Loan Document (other than the Bank) in the performance of
any agreement, covenant or obligation contained in this Agreement or such Loan
Document not provided for elsewhere in this Section 7 and such default is not
cured within fifteen (15) days after Bank gives Borrower written notice of such
default unless a different grace period is provided in this Agreement or
another Loan Document; or

(d) Any other obligation now or hereafter owed by the
Borrower or any Guarantor to the Bank shall be in default and not cured within
any period of grace provided therein or any such Person shall be in default
under any obligation in excess of $50,000 owed to any other obligee, which
default entitles the obligee to accelerate any such obligations or exercise
other remedies with respect thereto; or

(e) The Borrower or any Guarantor shall (i) voluntarily
liquidate or terminate operations or apply for or consent to the appointment
of, or the taking of possession by, a receiver, custodian, trustee or
liquidator of such Person or of all or of a substantial part of its assets,
(ii) admit in writing its inability, or be generally unable, to pay its debts
as the debts become due, (iii) make a general assignment for the benefit of its
creditors, (iv) commence a voluntary case under the federal Bankruptcy Code (as
now or hereafter in effect), (v) file a petition seeking to take advantage of
any other law relating to bankruptcy, insolvency, reorganization, winding-up,
or composition or adjustment of debts, (vi) fail to controvert in a timely and
appropriate manner, or acquiesce in writing to, any petition filed against it
in an involuntary case under the Bankruptcy Code, or (vii) take any corporate
action for the purpose of effecting any of the foregoing; or

(f) without its application, approval or consent, a
proceeding shall be commenced, in any court of competent jurisdiction, seeking
in respect of Borrower or any Guarantor any remedy under the federal Bankruptcy
Code, the liquidation, reorganization, dissolution, winding-up, or composition
or readjustment of debt, the appointment of a trustee, receiver, liquidator or
the like of Borrower or any Guarantor, or of all or any substantial part of the
assets of Borrower or any Guarantor, or other like relief under any law
relating to bankruptcy, insolvency, reorganization, winding-up, or composition
or adjustment of debts and such action shall not be dismissed within sixty (60)
days after filing; or

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<PAGE> 33

(g) Any security interest or Lien of the Bank hereunder
or under any other Loan Document shall not constitute a perfected security
interest of first priority in the Collateral thereby encumbered, subject only
to Permitted Liens; or

(h) There shall occur any material loss, theft, damage or
destruction of any of the Collateral in excess of $100,000, which loss is not
fully insured; or

(i) A judgment in excess of $50,000 shall be rendered
against the Borrower or any Guarantor and shall remain undischarged,
undismissed and unstayed for more than ten days (except judgments validly
covered by insurance with a deductible of not more than $50,000) or there shall
occur any levy upon, or attachment, garnishment or other seizure of, any
material portion of the Collateral or other assets of the Borrower, or any
Guarantor by reason of the issuance of any tax levy, judicial attachment or
garnishment or levy of execution; or

(j) Any Guarantor shall repudiate or revoke any Guaranty
Agreement.

7.2 Remedies. If any Event of Default shall occur, the
Bank may, without notice to the Borrower, at its option, withhold further
Advances to the Borrower of proceeds of the Loans and/or declare any or all
Indebtedness to be immediately due and payable (if not earlier demanded), bring
suit against the Borrower and/or any Guarantor to collect the Indebtedness,
exercise any remedy available to the Bank hereunder and take any action or
exercise any remedy provided herein or in any other Loan Document or under
applicable law. No remedy shall be exclusive of other remedies or impair the
right of the Bank to exercise any other remedies.

7.3 Receiver. In addition to any other remedy available
to it, the Bank shall have the absolute right, upon the occurrence of an Event
of Default, to seek and obtain the appointment of a receiver to take possession
of and operate and/or dispose of the business and assets of the Obligors and
any costs and expenses incurred by the Bank in connection with such
receivership shall bear interest at the Default Rate and shall be secured by
all Collateral.

8. SECURITY AGREEMENT.

8.1 Security Interest.

(a) As security for the payment and performance of any
and all of the Indebtedness and the performance of all other obligations and
covenants of the Obligors hereunder and under the other Loan Documents, certain
or contingent, now existing or hereafter arising, which are now, or may at any
time or times hereafter be owing by the Obligors to the Bank, the Obligors
hereby pledge to the Bank and give the Bank a

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<PAGE> 34

continuing security interest in and general Lien upon and right of set-off
against, all right, title and interest of the Obligors in and to the
Collateral, whether now owned or hereafter acquired by the Obligors.

(b) Except as herein or by applicable law otherwise
expressly provided, the Bank shall not be obligated to exercise any degree of
care in connection with any Collateral in its possession, to take any steps
necessary to preserve any rights in any of the Collateral or to preserve any
rights therein against prior parties, and the Obligors agree to take such
steps. In any case the Bank shall be deemed to have exercised reasonable care
if it shall have taken such steps for the care and preservation of the
Collateral or rights therein as the Obligor may have reasonably requested the
Bank to take and the Bank's omission to take any action not requested by the
Borrower shall not be deemed a failure to exercise reasonable care. No
segregation or specific allocation by the Bank of specified items of Collateral
against any liability of the Obligors shall waive or affect any security
interest in or Lien against other items of Collateral or any of the Bank's
options, powers or rights under this Agreement or otherwise arising.

(c) At any time and from time to time after an Event of
Default, Bank may, with or without notice to the Obligors, (i) transfer into
the name of the Bank or the name of the Bank's nominee any of the Collateral,
(ii) notify any Account Debtor or other obligor of any Collateral to make
payment thereon direct to the Bank of any amounts due or to become due thereon
and (iii) receive and after an Event of Default direct the disposition of any
proceeds of any Collateral.

8.2 Remedies.

(a) If an Event of Default shall have occurred and be
continuing, without waiving any of its other rights hereunder or under any
other Loan Documents, the Bank shall have all rights and remedies of a secured
party under the Code (and the Uniform Commercial Code of any other applicable
jurisdiction) and such other rights and remedies as may be available hereunder,
under other applicable law or pursuant to contract. If requested by the Bank,
the Obligors will promptly assemble the Collateral and make it available to the
Bank at a place to be designated by the Bank. The Obligors agree that any
notice by the Bank of the sale or disposition of the Collateral or any other
intended action hereunder, whether required by the Code or otherwise, shall
constitute reasonable notice to the Obligors if the notice is mailed to the
Borrower by regular or certified mail, postage prepaid, at least ten days
before the action to be taken. The Obligors shall be liable for any
deficiencies in the event the proceeds of the disposition of the Collateral do
not satisfy the Indebtedness in full.

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<PAGE> 35

(b) If an Event of Default shall have occurred and be
continuing, the Bank may demand, collect and sue for all amounts owed pursuant
to Accounts, General Intangibles, Chattel Paper or for proceeds of any
Collateral (either in an Obligors' name or the Bank's name at the latter's
option), with the right to enforce, compromise, settle or discharge any such
amounts. The Obligors appoint the Bank as the Obligors' attorney-in-fact to
endorse any Obligors' name on all checks, commercial paper and other
instruments pertaining to Collateral or proceeds after an Event of Default.

8.3 Entry. Obligors hereby irrevocably consent to any
act by the Bank or its agents in entering upon any premises for the purposes of
either (i) inspecting the Collateral or (ii) taking possession of the
Collateral after an Event of Default and each Obligor hereby waives its right
to assert against the Bank or its agents any claim based upon trespass or any
similar cause of action for entering upon any premises where the Collateral may
be located.

8.4 Deposits; Insurance. Upon the occurrence and
continuance of an Event of Default, Obligors authorize the Bank to collect and
apply against the Indebtedness when due any cash or deposit accounts in its
possession, and any refund of insurance premiums or any insurance proceeds
payable on account of the loss or damage to any of the Collateral and
irrevocably appoints the Bank as its attorney-in-fact to endorse any check or
draft or take other action necessary to obtain such funds after an Event of
Default.

8.5 Other Rights. Obligors authorize the Bank without
affecting the Obligors' obligations hereunder or under any other Loan Document
from time to time (i) to take from any party and hold additional Collateral or
guaranties for the payment of the Indebtedness or any part thereof, and to
exchange, enforce or release such collateral or guaranty of payment of the
Indebtedness or any part thereof and to release or substitute any endorser or
guarantor or any party who has given any security interest in any collateral as
security for the payment of the Indebtedness or any part thereof or any party
in any way obligated to pay the Indebtedness or any part thereof; and (ii) upon
the occurrence of any Event of Default to direct the manner of the disposition
of the Collateral and the enforcement of any endorsements, guaranties, letters
of credit or other security relating to the Indebtedness or any part thereof as
the Bank in its sole discretion may determine.

8.6 Accounts. After an Event of Default, the Bank may
notify any Account Debtor of the Bank's security interest and may direct such
Account Debtor to make payment directly to the Bank for application against the
Indebtedness. Any such payments received by or on behalf of an Obligor at any
time, after an Event of Default, shall be the property of the Bank, shall be
held in trust for the Bank and not commingled

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<PAGE> 36

with any other assets of any Person (except to the extent they may be
commingled with other assets of an Obligor in an account with the Bank) and
shall be immediately delivered to the Bank in the form received. The Bank shall
have the right to apply any proceeds of Collateral to such of the Indebtedness
as it may determine.

8.7 Tangible Collateral. Except as otherwise provided
herein or agreed to in writing by the Bank, no Inventory or other tangible
collateral shall be commingled with, or become an accession to or part of, any
property of any other Person so long as such property is Collateral. Upon the
occurrence of any Event of Default, the Borrower shall, upon the request of the
Bank, promptly assemble all tangible Collateral for delivery to the Bank or its
agents. No tangible Collateral shall be allowed to become a fixture unless the
Bank shall have given its prior written authorization.

8.8 Waiver of Marshalling. Each Obligor hereby waives
any right it may have to require marshalling of its assets.

9. MISCELLANEOUS.

9.1 No Waiver, Remedies Cumulative. No failure on the
part of the Bank to exercise, and no delay in exercising, any right hereunder
or under any other Loan Document shall operate as a waiver thereof, nor shall
any single or partial exercise of any right hereunder preclude any other or
further exercise thereof or the exercise of any other right. The remedies
herein provided are cumulative and are in addition to any other remedies
provided by law, any Loan Document or otherwise.

9.2 Survival of Representations. All representations and
warranties made herein shall survive the making of the Loans hereunder and the
delivery of the Notes, and shall continue in full force and effect so long as
any Indebtedness is outstanding, there exists any commitment by the Bank to an
Obligor, and until this Agreement is formally terminated in writing.

9.3 Expenses. Whether or not the Loans herein provided
for shall be made, the Borrower shall pay all reasonable costs and expenses in
connection with the preparation, execution, delivery, amendment and enforcement
of this Agreement and any Loan Document, including the reasonable fees and
disbursements of counsel for the Bank in connection therewith, whether suit be
brought or not and whether incurred at trial or on appeal, and all costs of
repossession, storage, disposition, protection and collection of Collateral.
If the Borrower should fail to pay any tax or other amount required by this
Agreement to be paid or which may be reasonably necessary to protect or
preserve any Collateral or an Obligors' or Bank's interests therein, the Bank
may make such payment and the amount thereof shall be payable on demand, shall
bear interest at the Default Rate

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<PAGE> 37

from the date of demand until paid and shall be deemed to be Indebtedness
entitled to the benefit and security of the Loan Documents. In addition,
Obligors agree to pay and save the Bank harmless against any liability for
payment of any state documentary stamp taxes, intangible taxes or similar taxes
(including interest or penalties, if any) which may now or hereafter be
determined to be payable in respect to the execution, delivery or recording of
any Loan Document or the making of any Advance, whether originally thought to
be due or not, and regardless of any mistake of fact or law on the part of the
Bank or the Borrower with respect to the applicability of such tax. The
provisions of this section shall survive payment in full of the Loans and
termination of this Agreement.

9.4 Notices. Any notice or other communication hereunder
to any party hereto shall be by hand delivery, overnight delivery, facsimile,
telegram, telex or registered or certified mail provided such delivery is
evidenced by a receipt or other written proof of delivery or refusal of
delivery or inability to deliver and unless otherwise provided herein shall be
deemed to have been given or made when delivered, telegraphed, telexed, faxed
or deposited in the mails, postage prepaid, addressed to the party at its
address specified below (or at any other address that the party may hereafter
specify to the other parties in writing):

The Bank: SUNTRUST BANK, SOUTH FLORIDA, N.A.
501 EAST LAS OLAS BOULEVARD
FT. LAUDERDALE, FLORIDA 33301
ATTN: CORPORATE BANKING DEPARTMENT 7TH FLOOR

The Obligors: ABLE TELCOM HOLDING CORPORATION
1601 FORUM PLACE, SUITE 1110
WEST PALM BEACH, FLORIDA 33401
ATTN: MR. WILLIAM J. MERCURIO

Copy to: DONN A. BELOFF, ESQ.
PROSKAUER, ROSE, GOETZ, & MENDELSOHN
2255 GLADES ROAD, SUITE 340
BOCA RATON, FL 33431-7360

. . . . . . . . . . . . . . . . . . . . . . . .

Delivery of notice to Borrower's counsel shall be a courtesy copy only and
failure to deliver to Borrower's counsel shall not affect the effectiveness of
delivery to Borrower.

9.5 Governing Law. This Agreement and the Loan Documents
shall be deemed contracts made under the laws of the State of Florida and shall
be governed by

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<PAGE> 38

and construed in accordance with the laws of said state except insofar as the
laws of another jurisdiction may govern the perfection, priority and
enforcement of security interests in Collateral located in another
jurisdiction.

9.6 Successors and Assigns. This Agreement shall be
binding upon and shall inure to the benefit of the Obligors and the Bank, and
their respective successors and assigns; provided, that the Obligors may not
assign any of their rights hereunder without the prior written consent of the
Bank, and any such assignment made without such consent will be void.

9.7 Counterparts. This Agreement may be executed in any
number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original and all of which when taken together shall constitute but one and the
same instrument.

9.8 No Usury. Notwithstanding anything contained in this
Agreement, the Note, or in any other Loan Document to the contrary, in no event
will interest or other charges deemed to be interest be chargeable against the
Obligors if such amount (combined with any other amounts considered to be in
the nature of interest) would exceed the maximum amount permitted by law from
time to time while any of the Indebtedness is outstanding, and in the event any
amount in excess of the lawful maximum is charged or collected by the Bank or
paid by an Obligor, the Obligor shall be entitled to the reimbursement of such
excess.

9.9 Powers. All powers of attorney granted to the Bank
are coupled with an interest and are irrevocable.

9.10 Approvals. If this Agreement calls for the approval
or consent of the Bank, such approval or consent may be given or withheld in
the reasonable discretion of the Bank unless otherwise specified herein.

9.11 Jurisdiction, Service of Process.

(a) Any suit, action or proceeding against the Borrower
with respect to this Agreement, the Collateral or any Loan Document or any
judgment entered by any. court in respect thereof may be brought in the courts
of Palm Beach County, Florida, and the Borrower hereby accepts the nonexclusive
jurisdiction of those courts for the purpose of any suit, action or proceeding.
Service of process in any such case may be had against the Obligors by delivery
in accordance with the notice provisions herein or as otherwise permitted by
law, and the Obligors agree that such service shall be valid in all respects
for establishing personal jurisdiction over it.

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<PAGE> 39

(b) In addition, the Obligors hereby irrevocably waive,
to the fullest extent permitted by law, any objection which they may now or
hereafter have to the laying of venue of any suit, action or proceeding arising
out of or relating to this Agreement, the Loan Documents, the Collateral or any
judgment entered by any court in respect thereof brought in Palm Beach County,
Florida, and hereby further irrevocably waives any claim that any suit, action
or proceedings brought in Palm Beach County, Florida or in such District Court
has been brought in an inconvenient forum.

9.12 Multiple Borrowers. If more than one Person is named
herein as the Borrower, all obligations, representations and covenants herein
and in other Loan Documents to which the Borrower is a party shall be joint and
several.

9.13 Waiver of Jury Trial. THE OBLIGORS AND THE BANK
HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT ANY OF THEM MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED UPON THIS AGREEMENT
OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ANY OTHER
LOAN DOCUMENT AND ANY OTHER AGREEMENT CONTEMPLATED TO BE EXECUTED IN
CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A
MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT.

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above written.

SUNTRUST BANK, SOUTH FLORIDA, N.A.

By: Mark H. Stewart
--------------------------------
Print Name: Mark H. Stewart
-------------------------
Title: Vice President
------------------------------

ABLE TELCOM HOLDING CORP., a
Florida corporation

By: William J. Mercurio
---------------------------------
Print Name: William J. Mercurio
-------------------------
Title: President
------------------------------

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<PAGE> 40

TRANSPORTATION SAFETY CONTRACTORS
OF VIRGINIA, INC., a Virginia corporation

By: William J. Mercurio
--------------------------------------
Print Name: William J. Mercurio
------------------------------
Title: Executive Vice President
-----------------------------------

TRANSPORTATION SAFETY CONTRACTORS, INC.,
a Florida corporation

By: William J. Mercurio
--------------------------------------
Print Name: William J. Mercurio
------------------------------
Title: Executive Vice President
-----------------------------------

BCD COMMUNICATIONS, INC., a Florida corporation

By: William J. Mercurio
--------------------------------------
Print Name: William J. Mercurio
------------------------------
Title: Executive Vice President
-----------------------------------

TIPCO, INC., a Florida corporation

By: William J. Mercurio
--------------------------------------
Print Name: William J. Mercurio
------------------------------
Title: Executive Vice President
-----------------------------------

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<PAGE> 41

EXHIBIT 1.1C

FORM PROMISSORY NOTE EVIDENCING EQUIPMENT LOAN

69
<PAGE> 42
<TABLE>
<S> <C>
SUNTRUST PROMISSORY NOTE
$_________________________ _____________________, 19___
The undersigned (whether one or more hereinafter called "Maker"), jointly and severally, promise(s) to pay to the order of
______________________________________________________________________________________ (herein called "Bank") at its offices located
at _____________________________________, Florida, ___________________________________________________ Dollars ($________________),
together with interest from the date hereof at the rate hereinafter provided, and applicable fees in the following manner:
REPAYMENT SCHEDULE:
[ ] Single Payment Principal Due in Full On:_________________________________________________________________________________
Interest Payable:_________________________________________________________________________________________
[ ] Installment Payment (including interest): In _______________________________ _______________________________
(No.) (Period)

Installments of $_________________ commencing on __________, 19___, and on the same day of each
successive ___________________ thereafter, together with a FINAL PAYMENT of $________ due and payable on
__________, 19___.
[ ] Installment Payment (plus interest):______________________
(No.)
Principal installments of $_______________, plus interest, commencing on ________, 19___, and on the
same day of each successive _________________ thereafter, together with a FINAL PAYMENT of $_____________,
plus accrued interest due and payable on ________________, 19___.
[ ] Multiple Payment Principal and interest are payable as follows: ___________________________________________________________
__________________________________________________________________________________________________________
__________________________________________________________________________________________________________
[ ] ON DEMAND Principal payable ON DEMAND with interest payable ________________________________________________________
commencing on ____________ and each ________________ thereafter.
[ ] Prepayment Right Bank shall have the absolute and unconditional right, at its sole discretion, to require Maker to
pay the entire loan balance, along with accrued unpaid interest at any time after the sixty-first (61st)
month from the note date. If the bank elects to exercise such right of payment, Bank will provide Maker
ninety (90) days prior written notice of its intention to demand payment. If Bank does not exercise such
right of payment, the loan balance outstanding, along with accrued unpaid interest is due and payable on
the one hundred twentieth (120th) installment.
THE INTEREST RATE IS AS FOLLOWS: [ ] If checked here, the interest rate provided herein shall be computed on the basis of a
365 day year and shall be calculated for the actual number of days elapsed. If not checked, the interest rate shall be computed on
the basis of a 360 day year and shall be calculated for the actual number of days elapsed.
Variable Interest rate
[ ] Not applicable
[ ] Applicable, provided however that the interest rate charged hereunder shall never exceed the maximum rate allowed, from time
to time, by law. If this loan is for a consumer purpose and is secured by a dwelling, the maximum interest rate charged will
never exceed 18% per annum or the state usury ceiling, whichever is less.
If applicable, the interest rate stated herein shall, from time to time, automatically increase or decrease so that at all
times it shall be equivalent to (check appropriate box and complete):
[ ] ______% over the annual interest rate announced by _____________________, from time to time, as the prime rate
(which interest rate is only a bench mark, is purely discretionary and is not necessarily the best or lowest rate charged
borrowing customers of any subsidiary bank of Sun Banks, Inc.). Any such change in prime rate will increase or decrease your
periodic interest payments. Any change in prime rate shall be effective at the beginning of the business day on which such
change is announced; or,
[ ] _____% over the ______________________________________________________________________________________________________________
______________________________________________________________________________________________________________________________
FIXED RATE [ ] Applicable at ________% per annum, simple interest. [ ] Not Applicable
LATE CHARGE FEE If a payment is late, you may be charged 5% of such payment as a late charge. A payment which is not
received on the due date shall be deemed late.
SERVICE FEE A service fee of the lesser of $50.00 or 2 percent of the princpal amount of this loan will be charged.
The service fee charge will not be refunded in the event of prepayment.
ADDITIONAL FEES The Bank may charge various additional fees for servicing or processing the loan. The name of the fee
shall describe the work performed.
In the event any installment of principal or interest or any part thereof is not paid when it becomes due, or in the event
of any default hereunder, the principal sum remaining unpaid hereunder, together with all accrued and past due interest thereon,
shall immediately and without notice become due and payable at the election of the holder at any time thereafter.
Notwithstanding any rate of interest provided herein, the interest rate on any payment or payments of principal or interest,
or any part thereof, which is not made when due shall, thereafter, be at the maximum rate allowed, from time to time, by law.
Minimum interest of $10.00 on any single payment loan or $15.00 on any installment loan will be charged.
This note is [ ] SECURED [ ] UNSECURED (Notwithstanding the fact that this note is marked 'unsecured', Maker
understands and agrees that any other security interest the Bank now holds or may hereafter acquire from the Maker may secure this
note).
As security for the payment of this note Maker has pledged or deposited with Bank and hereby grants to Bank a security
interest in the following property:_________________________________________________________________________________________________
____________________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________ (including
all cash, stock and other dividends and all rights to subscribe for securities incident to, declared, or granted in connection with
such property and including any returned or unearned premiums from any insurance financed hereunder), which property, together with
all additions and substitutions hereafter pledged or deposited with Bank is called the Collateral. The Collateral is also pledged
as security for all other liabilities (primary, secondary, direct, contingent, sole, joint, or several), due or to become due or
which may be hereafter contracted or acquired, of each Maker (including each Maker and any other person) to Bank and for all
renewals, extensions or modifications of this note. The surrender of this note, upon payment or otherwise, shall not affect the
right of Bank to retain the Collateral for such other liabilities.
Lender may request periodically as it deems necessary, complete and current financial statements, balance sheets, profit and
loss statements, and cash flow information for Maker and Cosigner.
Maker understands and agrees that the jury waiver, the additional agreements and provisions on the reverse side hereof,
hereby incorporated by reference, constitute agreements of the Maker and a part of this note. Maker acknowledges receipt of a
completed copy of this note.

- - ------------------------------------------------------------------------------------------------------------------------------------
Notice to Cosigner: You are being asked to guarantee this debt. Think carefully before you do. If the borrower doesn't pay
the debt, you will have to. Be sure you can afford to pay if you have to, and that you want to accept this responsibility.
You may have to pay up to the full amount of the debt if the borrower does not pay. You may also have to pay late fees or
collection costs, which increase this amount. The Bank can collect this debt from you without first trying to collect from the
borrower. The Bank can use the same collection methods against you that can be used against the borrower, such as suing you,
garnishing your wages, etc. If this debt is ever in default, that fact may become a part of your credit record.
This notice is not the contract that makes you liable for the debt.
- - ------------------------------------------------------------------------------------------------------------------------------------

Address: _________________________ __________________________________(Seal) __________________________________
Date

__________________________________ __________________________________(Seal) _________________________________
Date

====================================================================================================================================

__________________________ __________________________ __________________________ _________________________
Proceeds Document Stamps Other Charges Note Amount

</TABLE>

<PAGE> 43

<TABLE>
<S> <C>
If the variable interest rate is not applicable and if this note is payable on demand, Bank reserves, and is hereby granted
the right, to adjust the interest rate from time to time by furnishing Maker with written notice of such adjusted rate, provided,
however, that no such adjusted rate shall exceed the maximum rate allowed, from time to time, by law.
Additions to reductions or exchanges of or substitutions for the Collateral, payments on account of this note or increases
of the same, or other loans made partially or wholly upon the Collateral, may from time to time, be made without affecting the
provisions of this note.
If Bank deems itself insecure, or upon the happening of any of the following events, each of which shall constitute a
default hereunder, all liabilities of each Maker to Bank shall thereupon or thereafter, at the option of the Bank, without notice or
demand, become due and payable: (a) failure of any Obligor (which term shall mean and include each Maker, endorser, surety and
guarantor of this note) to perform any agreement hereunder to pay interest hereon when due or requested or demanded or to pay other
liability whatsoever to Bank when due: (b) the death of any Obligor; (c) the filing of any petition under the Bankruptcy Code, or
any similar federal or state statute, by or against any Obligor; (d) an application for the appointment of a receiver of the making
of a general assignment for the benefit of creditors by, or the insolvency of any Obligor; (e) the entry of a judgment against any
Obligor; (f) the issuing of any writ of attachment or writ of garnishment, or the filing of any lien, against the property of any
Obligor; (g) the taking of possession of any substantial part of the property of any Obligor at the instance of any governmental
authority; (h) the dissolution, merger, consolidation, or reorganization of any Obligor; (i) the assignment by any Maker of any
equity in any of the Collateral without the written consent of Bank.
Bank is hereby given a lien upon and a security interest in all property of each Maker now or at any time hereafter in the
possession of Bank in any capacity whatsoever, including but not limited to any balance of share of any deposit, trust, or agent
account as security for the payment of this note and a similar lien upon and security interest in all such property of each Maker as
security for the payment of all other liabilities of each Maker to Bank (including liabilities of each Maker and any other person);
and Bank shall have the same rights as to such property as it has with respect to the Collateral.
If Bank deems itself insecure or upon the occurrence of any default hereunder Bank shall have the remedies of a secured
party, under the Uniform Commercial Code and, without limiting the generality of the foregoing, Bank shall have the right,
immediately and without further action by it, to set off against this note all money owed by Bank in any capacity to each or any
Obligor, whether or not due, and also to set off against all other liabilities of each Maker to Bank all money owed by Bank in any
capacity to each or any Maker; and Bank shall be deemed to have exercised such right of set-off and to have made a charge against
any such money immediately upon the occurrence of such default even though such a charge is made or entered on the books of Bank
subsequent thereto. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold
on a recognized market, the Bank will give Maker reasonable notice of the time and place of any public sale thereof or of the time
after which any private sale or any other intended disposition thereof is to be made. The requirements of reasonable notice shall
be met if such notice is mailed, postage prepaid, to any Maker at the address given below or at any other address shown on the
records of the Bank, at least five days before the time of the sale or disposition. Sale at a wholesale dealers' auction is a
commercially reasonable disposition. Upon disposition of any Collateral after the occurrence of any default hereunder, Maker shall
be and remain liable for any deficiency; and Bank shall account to Maker for any surplus, but Bank shall have the right to apply all
or any part of such surplus (or to hold the same as a reserve against) any and all other liability of each or any Maker to Bank.
The Obligers, jointly and severally, promise and agree to pay all costs and expenses of collection and reasonable attorneys' fee,
including costs, expenses and reasonable attorneys' fees on appeal, if collected by legal proceedings or through an attorney at law.
Maker hereby waives any right to a trial by jury in any civil action arising out of, or based upon, this note or the Collateral.
Bank shall exercise reasonable care in the custody and preservation of the Collateral to the extent required by applicable
statute, and shall be deemed to have exercised reasonable care if it takes such action for that purpose as Maker shall reasonably
request in writing, but no omission to do any act not requested by Maker shall be deemed a failure to exercise reasonable care, and
no omission to comply with any request of Maker shall of itself be deemed a failure to exercise reasonable care. Bank shall not be
bound to take any steps necessary to preserve any rights in the Collateral against prior parties and Maker shall take all necessary
steps for such purposes. Bank or its nominee need not collect interest on or principal of any Collateral or give any notice with
respect to it.
If the Collateral shall at any time become unsatisfactory to Bank, Maker shall within one day after demand pledge and
deposit with Bank as part of the Collateral additional property which is satisfactory to Bank.
Bank shall have the right, which may be exercised at any time whether or not this note is due, to notify the Obligors on any
Collateral to make payment to Bank on any amounts due or to become due thereon. In the event of any default hereunder, Bank shall
thereafter have, but shall not be limited to, the following rights: (i) to pledge or transfer this note and the Collateral so
pledged or transferred, and any pledgee or transferee shall for all purposes stand in the place of Bank hereunder and have all the
rights of Bank hereunder; (ii) to transfer the whole or any part of the Collateral into the name of itself or its nominee; (iii) to
vote the Collateral; (iv) to demand, sue for, collect, or make any compromise or settlement it deems desirable with reference to the
Collateral; and (v) to take control of any proceeds of Collateral.
I HEREBY CONSENT TO THE ATTACHMENT OR GARNISHMENT OF MY EARNINGS.
No delay or omission on the part of Bank in exercising any right hereunder shall operate as a waiver of such right or of any
other right under this note. Presentment, demand, protest, notice of dishonor and extension of time without notice are hereby waived
by each and every Obligor. Any notice to Maker shall be sufficiently served for all purposes if placed in the mail, postage
prepaid, addressed to or left upon the premises at, the address show below or any other address shown on the Bank's records.
I waive any and all privilege and rights which I may have under Chapter 47, Florida Statutes, relating to venue, as it now
exists or may hereafter be amended. I agree that any action shall be brought in the County in which the Bank's business office is
located as designated above or at which the loan was closed.
JURY WAIVER MAKER AND BANK HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVE THE RIGHT EITHER OF THEM MAY
HAVE RIGHT TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION, WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY BASED HEREON, OR ARISING
OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ANY OTHER DOCUMENT OR INSTRUMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION
HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO. THIS
PROVISION IS A MATERIAL INDUCEMENT FOR BANK ENTERING INTO THIS AGREEMENT. FURTHER, MAKER HEREBY CERTIFIES THAT NO REPRESENTATIVE OR
AGENT OF BANK, NOR THE BANK'S COUNSEL, HAS REPRESENTED EXPRESSLY OR OTHERWISE THAT BANK WOULD NOT, IN THE EVENT OF SUCH LITIGATION,
SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. NO REPRESENTATIVE OR AGENT OF THE BANK, NOR BANK'S COUNSEL, HAS THE
AUTHORITY TO WAIVE, CONDITION, OR MODIFY THIS PROVISION.

- - ------------------------------------------------------------------------------------------------------------------------------------
GUARANTY

In addition to the liability as endorsers, which the undersigned hereby assume, for value received and intending to be
legally bound the undersigned (and if more than one, each of them jointly and severally) (a) hereby become surety to the payee of
the within note, its successors, endorsees and assigns, for the payment of the within note and hereby unconditionally guarantee the
payment of the within note and all extensions or renewals thereof and all sums payable under or by virtue thereof, including,
without limiation, all amounts of principal and interest and all expenses (including attorney's fees) incurred in the collection
thereof, the enforcement of rights thereunder or with respect to any security therefor and the enforcement hereof, and waive
presentment, demand, notice of dishonor, protest and all other notices whatsoever, and (b) consent and agree (i) that all or any of
the Collateral may be exchanged, released, surrendered or sold from time to time, (ii) that the payment of the note, or any of the
liabilities of the Maker thereof, may be extended or said note renewed any number of times and for any period (whether or not longer
than the original period of said note); (iii) that the holder of said note may grant any releases, compromises or indulgences with
respect to said note or any extensions or renewals thereof or any security therefor or to any party named thereunder or hereunder
(including but not limited to failure or refusal to exercise one or more of the rights or remedies provided by said note); and (iv)
that any of the provisions of said note may be modified; all without notice to or consent of and without affecting the liability of
the undersigned as endorsers and sureties, and further consent and agree that any of the undersigned may be sued by the holder
hereof with or without joining any of the other endorsers or makers of said note and without first contemporaneously suing any such
other persons, or otherwise seeking or proceeding to collect from them or any of them, and without first or contemporaneously
undertaking to enforce any rights with respect to any security.

- - ------------------------------------------------------------------------------------------------------------------------------------
The undersigned acknowledges having received and read the NOTICE TO CO-SIGNER appearing on the reverse side hereof.
- - ------------------------------------------------------------------------------------------------------------------------------------

_______________________________ (Date) _________________________________________________ (Seal)

Florida Documentary Stamp Tax Required by law in the amount of $____________________________________________________________________
Has Been Paid Or Will Be Paid Directly To The Department Of Revenue Certificate Of Registration # __________________________________

</TABLE>

<PAGE> 44

EXHIBIT 1.1D

ANY OTHER INDEBTEDNESS

NONE - other than the Stockholder Notes on Exhibit 1.lF

70
<PAGE> 45

EXHIBIT 1.1E

LIENS

NONE

71
<PAGE> 46

EXHIBIT 1.1F

STOCKHOLDER LOANS

72
<PAGE> 47

I. Shareholder/Director Loans Outstanding:

Clark Barlow $ 185,992
Bill Barlow 195,992
Doug Hubbard 935.992
----------
$1,307.976

73
<PAGE> 48

EXHIBIT 2.3

MATERIAL LOSSES

NONE

74
<PAGE> 49

EXHIBIT 2.4

PENDING LITIGATION

NONE

75
<PAGE> 50

EXHIBIT 2.9

OBLIGOR'S OTHER PLACES OF BUSINESS

76
<PAGE> 51

<TABLE>
<S> <C> <C>
2. Physical Business Locations:

Transportation Safe Contractors, Inc. TIPCO, Inc.
7750 Professional Place 7750 Professional Place
Tampa, FL 33637 Tampa, FL 33637

Transportation Safety Contractors of Virginia, Inc. Able Telcom Holding Corp.
925 Professional Place 1601 Forum Place
Chesapeake, VA 23320 West Palm Beach, FL 33401

BCD Communications, Inc.
7750 Professional Place
Tampa, FL 33637

BCD Communications, Inc.
7750 Professional.Place
Tampa, FL 33637
</TABLE>

77
<PAGE> 52

EXHIBIT 2.19

ALL SUBSIDIARIES

ABLE TELCOM HOLDING CORPORATION, INC.

TRANSPORTATION SAFETY CONTRACTOR OF VIRGINIA, INC.

TRANSPORTATION SAFETY CONTRACTORS, INC.

BCD COMMUNICATIONS, INC.

H.C. INVESTMENTS, INC.

H.C. CONNELL, INC.

78
<PAGE> 53

EXHIBIT 3.4(a)

FORM FOR ADVANCES UNDER THE LINE OF CREDIT

79
<PAGE> 54

Able Telcom Holding Corporation
Drawing Certificate
Revolving Line of Credit

<TABLE>
<S> <C>
Certified Eligible Accounts Receivable as of ___________ $__________

Certified Eligible Inventory as of __________ ___________

Available for Line of Credit $__________

LESS: Amount Previously Drawn and Not Repaid ___________

Total Available for Line of Credit as of __________ $__________

Draw Request for $__________

Interest Rate Election (Check one)

Prime Rate __.__% ______

LIBOR __.__%
Margin __.__%
LIBOR Rate __.__% ______
</TABLE>

In consideration of your continuing to make available to the undersigned
certain credit accommodations, we certify that the figures presented above
accurately represent the entire amount of Eligible Accounts Receivable owing to
the undersigned and Eligible Inventory of the undersigned; and that such
amounts continue to be pledged to you as collateral security to all Loans owing
by this company to you under Term Loan, Revolving Credit and Security Agreement
dated November 29, 1995, free and clear of all liens and encumbrances except in
your favor. We also certify that Able Telcom Holding Corporation is not in
default of any provision of said Agreement.

ABLE TELCOM HOLDING CORP.

BY:____________________________

AS ITS:________________________

80
<PAGE> 55
EXHIBIT 3.4(b)
--------------

FORM FOR ADVANCES UNDER THE EQUIPMENT LOANS

81
<PAGE> 56

Able Telcom Holding Corporation
Drawing Certificate
Equipment Facility

Description Equipment to be Purchased:

TOTAL INVOICE FOR EQUIPMENT
TO BE PURCHASED $__________

Advance Rate (%) x__________
Advance Request $__________

Total Advanced under Equipment Facility
to date including this request $__________

In consideration of your continuing to make available to the undersigned
certain credit accommodations, we certify that the figures presented above
accurately represent the total costs for the Equipment to be purchased pursuant
to this advance request. We certify that the equipment described above will
become a portion of the collateral for the Loans as described in the Term Loan,
Revolving Credit and Security Agreement dated November 29, 1995 (the
"Agreement"). In addition, we agree to execute all documentation necessary to
perfect the Bank's lien in accordance with the terms of the Agreement. We also
certify that Able Telcom Holding Corporation is not in default of any provision
of said Agreement.

ABLE TELCOM HOLDING CORPORATION

BY:____________________________

AS ITS:________________________

<ARTICLE> 5

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1993
<PERIOD-START> JUL-01-1992
<PERIOD-END> JUN-30-1993
<CASH> 380,462
<SECURITIES> 0
<RECEIVABLES> 1,712,713
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,110,579
<PP&E> 4,048,795
<DEPRECIATION> 2,889,559
<TOTAL-ASSETS> 3,292,650
<CURRENT-LIABILITIES> 1,227,764
<BONDS> 0
0
0
<COMMON> 10,000
<OTHER-SE> 1,836,414
<TOTAL-LIABILITY-AND-EQUITY> 3,292,650
<SALES> 10,125,105
<TOTAL-REVENUES> 10,125,105
<CGS> 8,044,263
<TOTAL-COSTS> 8,044,263
<OTHER-EXPENSES> 916,411
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 366,851
<INCOME-TAX> 142,581
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 224,270
<EPS-PRIMARY> 0
<EPS-DILUTED> 0

</TABLE>

<ARTICLE> 5

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1994
<PERIOD-START> JUL-01-1993
<PERIOD-END> JUN-30-1994
<CASH> 486,837
<SECURITIES> 0
<RECEIVABLES> 1,459,236
<ALLOWANCES> 0
<INVENTORY> 162,833
<CURRENT-ASSETS> 2,109,906
<PP&E> 4,547,676
<DEPRECIATION> 3,083,991
<TOTAL-ASSETS> 3,596,208
<CURRENT-LIABILITIES> 1,115,240
<BONDS> 0
0
0
<COMMON> 10,000
<OTHER-SE> 2,217,041
<TOTAL-LIABILITY-AND-EQUITY> 3,596,208
<SALES> 10,204,505
<TOTAL-REVENUES> 10,204,505
<CGS> 7,475,967
<TOTAL-COSTS> 7,475,967
<OTHER-EXPENSES> 1,112,970
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 633,470
<INCOME-TAX> 242,843
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 390,627
<EPS-PRIMARY> 0
<EPS-DILUTED> 0

</TABLE>

<ARTICLE> 5

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1995
<PERIOD-START> JUL-01-1994
<PERIOD-END> JUN-30-1995
<CASH> 308,440
<SECURITIES> 0
<RECEIVABLES> 1,413,775
<ALLOWANCES> 0
<INVENTORY> 97,570
<CURRENT-ASSETS> 1,852,485
<PP&E> 5,479,536
<DEPRECIATION> 3,373,137
<TOTAL-ASSETS> 3,979,734
<CURRENT-LIABILITIES> 1,100,014
<BONDS> 0
0
0
<COMMON> 10,000
<OTHER-SE> 2,360,912
<TOTAL-LIABILITY-AND-EQUITY> 3,979,734
<SALES> 12,441,071
<TOTAL-REVENUES> 12,441,071
<CGS> 9,348,620
<TOTAL-COSTS> 9,348,620
<OTHER-EXPENSES> 1,478,274
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 253,193
<INCOME-TAX> 96,822
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 156,371
<EPS-PRIMARY> 0
<EPS-DILUTED> 0

</TABLE>