ABLE TELCOM HOLDING CORP, PRER14A, 1999-06-24

ABLE TELCOM HOLDING CORP
PRER14A, 1999-06-24
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SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 1)

Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[x] Preliminary Proxy Statement [ ] Confidential, For Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

ABLE TELCOM HOLDING CORP.
(Name of Registrant as Specified in its Charter)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials:

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.

(1) Amount previously paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

<PAGE>

ABLE TELCOM HOLDING CORP.
1601 Forum Place, Suite 1110
West Palm Beach, Florida 33401
[Date]

Dear Shareholder:

You are cordially invited to attend the 1999 Annual Meeting of Shareholders of
Able Telcom Holding Corp. We will hold the meeting on _______, 1999, at The
Embassy Suites Hotel, 555 S. 10th Street, Omaha, NE 68102 at 10:00 a.m. Central
Standard Time. The Proxy Statement describes the business that we will conduct
at the Annual Meeting which includes seeking your approval for the following:

1. To elect six Directors to serve until the 2000 Annual Meeting or until
their respective successors are elected and qualified;

2. To ratify and approve amendments to the Company's Articles of
Incorporation to increase the number of authorized shares of

(A) Common Stock from 25 million to 100 million;

(B) Preferred Stock from one million to five million;

3. To amend Able's 1995 Stock Option Plan to:

(A) increase the number of shares authorized for issuance under
the Plan from 1,300,000 to 3,500,000;

(B) modify certain terms of the grants of options to Non-Affiliate
Directors which include:

(i) increasing the number of options granted to
Non-Affiliate Directors from 5,000 (initially) to 10,000
(annually),

(ii) granting additional options on an annual basis to
Non-Affiliate Directors who serve as Chairman of the Board of
the Company, and as Chairman and/or as a member of a Board
committee, and

(iii) extending the exercise period of the options to
Non-Affiliate Directors to the earlier of (A) the earlier of
the date which is six years from the date of its grant or
September 19, 2005, or (B) the date which is two years after
the date that such Non-Affiliate Director is no longer serving
in such capacity;

4. To ratify and approve the issuance of stock options granted to certain
Officers and Directors of the Company;

5. To approve the possible issuance of more than 1,875,960 shares of
Common Stock upon the exercise of certain options and stock appreciation rights
granted to WorldCom, Inc., which share amount represents at least 20% of the
outstanding Common Stock determined immediately prior to the MFSNT Agreement
dated April 26, 1998 (this proposal and Proposal No. 6 are independent of the
other);

6. To approve the possible issuance of more than 1,875,960 shares of
Common Stock upon the conversion of the Series B Convertible Preferred Stock and
exercise of certain Warrants issued in the Series B Offering described in the
Proxy Materials("Proxy Materials"), which share amount represents at least 20%
of the outstanding Common Stock determined immediately prior to the MFSNT
Agreement dated April 26, 1998 (this proposal and Proposal No. 5 are each
independent of the other);

7. To ratify the appointment of Arthur Andersen LLP as the Company's
independent accountants for the fiscal year ended October 31, 1999; and

8. To transact any other business that may properly be presented at the
1999 Annual Meeting of Shareholders or any adjournments or postponements of the
Annual Meeting.

Attendance at the Annual Meeting is limited to Shareholders as of the record
date of June 8, 1999 (or their authorized representatives) and to guests of the
Company. If your shares are registered in your name and you plan to attend the
Annual Meeting, please mark the appropriate box on the enclosed Proxy Card and
you will be pre-registered for the Annual Meeting (if your shares are held of
record by a broker, bank or other nominee and you plan to attend the meeting,
you must also pre-register by returning the registration card forwarded to you
by your bank or broker).

The Notice of the Annual Meeting and Proxy Statement on the following pages
contain information concerning the business to be considered at the Annual
Meeting. Please give these Proxy Materials your careful attention. It is
important that your shares be represented

-a-

<PAGE>

and voted at the Annual Meeting regardless of the size of your holdings. Your
vote is important. Whether you plan to attend the Annual Meeting or not, please
complete, date, sign and return the enclosed Proxy Card promptly. If you attend
the Annual Meeting and prefer to vote in person, you may do so.

The continuing interest of the Shareholders in the Company is gratefully
acknowledged. We look forward to seeing you at the Annual Meeting.

C. FRANK SWARTZ
CHAIRMAN OF THE BOARD

-b-

<PAGE>

ABLE TELCOM HOLDING CORP.
NOTICE OF 1999 ANNUAL MEETING OF SHAREHOLDERS

The 1999 Annual Meeting of the Shareholders of Able Telcom Holding Corp., a
Florida corporation ("Able" or the "Company") will be held at The Embassy Suites
Hotel, 555 S. 10th Street, Omaha, NE 68102 on _______, 1999 at 10:00 a.m.
Central Standard Time for the following purposes:

At the 1999 Annual Meeting of Shareholders, we will ask you to vote on the
following

1. To elect six Directors to serve until the 2000 Annual Meeting of
Shareholders or until their respective successors are elected and qualified;

2. To ratify and approve amendments to the Company's Articles of
Incorporation to increase the number of authorized shares of

(A) Common Stock from 25 million to 100 million;

(B) Preferred Stock from one million to five million;

3. To amend Able's 1995 Stock Option Plan to:

(A) increase the number of shares authorized for issuance under
the Plan from 1,300,000 to 3,500,000;

(B) modify certain terms of the grants of options to Non-Affiliate
Directors which include:

(i) increasing the number of options granted to
Non-Affiliate Directors from 5,000 (initially) to 10,000
(annually),

(ii) granting additional options on an annual basis to
Non-Affiliate Directors who serve as Chairman of the Board of
the Company, and as Chairman and/or as a member of a Board
committee, and

4. To ratify and approve the issuance of stock options granted to certain
Officers and Directors of the Company;

6. To approve the possible issuance of more than 1,875,960 shares of
Common Stock upon the conversion of the Series B Convertible Preferred Stock and
exercise of certain Warrants issued in the Series B Offering described in the
Proxy Materials, which share amount represents at least 20% of the outstanding
Common Stock determined immediately prior to the MFSNT Agreement dated April 26,
1998 (this proposal and Proposal No. 5 are each independent of the other);

7. To ratify the appointment of Arthur Andersen LLP as the Company's
independent accountants for the fiscal year ended October 31, 1999; and

8. To transact any other business that may properly be presented at the
Annual Meeting or any adjournments or postponements of the Annual Meeting.

The Board of Directors has fixed the close of business on June 8, 1999 as the
record date for determining the number of shareholders ("Shareholders") entitled
to notice of and to vote at the Annual Meeting. A list of the Shareholders
entitled to vote at the Annual Meeting may be examined by any Shareholder at the
Company's corporate offices at 1601 Forum Place, Suite 1110, West Palm Beach,
Florida 33401.

The enclosed proxy is solicited by the Company's Board of Directors. Please
refer to the accompanying Proxy Statement for further information with respect
to the business to be transacted at the Annual Meeting. The Board of Directors
requests that you complete, sign, date and return the enclosed Proxy Card
promptly. You are cordially invited to attend the Annual Meeting in person. The
return of the enclosed proxy card will not affect your right to revoke your
proxy or to vote in person if you do attend the Annual Meeting.

-c-

<PAGE>

By Order of the Board of Directors

West Palm Beach, Florida C. FRANK SWARTZ
____________, 1999 CHAIRMAN OF THE BOARD

WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE
COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE
ENCLOSED ENVELOPE IN ORDER TO ASSURE THAT YOUR SHARES ARE REPRESENTED. NO
POSTAGE IS NEEDED IF THE PROXY CARD IS MAILED IN THE UNITED STATES. IF YOU
EXECUTE A PROXY CARD, YOU MAY STILL ATTEND THE MEETING, REVOKE YOUR PROXY AND
VOTE YOUR SHARES IN PERSON.

-d-

<PAGE>

1999 ANNUAL MEETING OF SHAREHOLDERS
OF
ABLE TELCOM HOLDING CORP.

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

PROXY STATEMENT FOR THE ANNUAL MEETING

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

The 1999 Annual Meeting of Shareholders ("Annual Meeting") of Able Telcom
Holding Corp. ("Able/Company") will be held at The Embassy Suites Hotel, 555 S.
10th Street, Omaha, NE 68102 at 10:00 a.m., Central Standard Time, on June 30,
1999, or at any adjournments or postponements of the Annual Meeting.

We will begin sending this Proxy Statement, the attached Notice of Annual
Meeting and the enclosed Proxy Card on _________, 1999 to all Shareholders
entitled to vote. Common Stock is the only class of voting stock. Shareholders
who owned Common Stock at the close of business on June 8, 1999 (the "Record
Date") are entitled to vote. On the Record Date, there were 11,935,712 shares
of Common Stock outstanding. Able's principal executive offices are located at
1601 Forum Place, Suite 1110, West Palm Beach, Florida 33401, and its telephone
number is (561) 688-0400.

WHY WAS THIS PROXY STATEMENT SENT?

This Proxy Statement and the enclosed Proxy Card were sent to you because the
Company's Board of Directors is soliciting the proxies from Shareholders of the
Common Stock, par value $.001 ("Common Stock") to vote at the Annual Meeting.
This Proxy Statement summarizes the information you need to know to vote
intelligently at the Annual Meeting. However, you do not need to attend the
Annual Meeting to vote your shares. Instead, you may simply complete, date, sign
and return the enclosed Proxy Card.

WHAT IS BEING VOTED ON?

The following proposals are being voted on at the Annual Meeting:

o To elect six Directors to serve until the 2000 Annual Meeting of
Shareholders or until their respective successors are elected and qualified;

o To ratify and approve amendments to Able's Articles of Incorporation to
increase the number of authorized shares of

(A) Common Stock from 25 million to 100 million;

(B) Preferred Stock from one million to five million;

o To amend Able's 1995 Stock Option Plan to:

(A) increase the number of shares authorized for issuance under
the Plan from 1,300,000 to 3,500,000;

(B) modify certain terms of the grants of options to Non-Affiliate
Directors which include:

(i) increasing the number of options granted to
Non-Affiliate Directors from 5,000 (initially) to 10,000
(annually),

(ii) granting additional options on an annual basis to
Non-Affiliate Directors who serve as Chairman of the Board, as
Chairman and/or as member of a Board committee, and

(iii) extending the exercise period of the date of grants
to Non-Affiliate Directors to the earlier of (A) the earlier
of the date which is six years from the date of its grant or
September 19, 2005, or (B) the date which is two years after
the date that such Non-Affiliate Director is no longer serving
in such capacity;

<PAGE>

o To ratify and approve the issuance of stock options granted to certain
Officers and Directors of the Company;

o To approve the possible issuance of more than 1,875,960 shares of
Common Stock (the "20% Share Limitation") upon the exercise of certain options
and stock appreciation rights granted to WorldCom, Inc., which 20% Share
Limitation represents at least 20% of the outstanding Common Stock determined
immediately prior to the MFSNT Agreement dated April 26, 1998 (this proposal and
Proposal No. 5 above are each independent of the other);

o To approve the possible issuance of more than the 20% Share Limitation
upon the conversion of the Company's Series B Convertible Preferred Stock and
exercise of certain Warrants issued in the Series B Offering described in the
Proxy Materials, which 20% Share Limitation represents at least 20% of the
outstanding Common Stock determined immediately prior to the MFSNT Agreement
dated April 26, 1998 (this proposal and Proposal No. 5 above are each
independent of the other);

o To ratify the appointment of Arthur Andersen LLP as the Company's
independent accountants for the fiscal year ended October 31, 1999; and

o To transact any other business that may properly be presented at the
Annual Meeting or any adjournments or postponements of the Annual Meeting.

WHO MAY VOTE?

Shareholders who owned Common Stock at the close of business on June 8, 1999
(the Record Date) are entitled to vote at the Annual Meeting. On the Record
Date, there were 11,935,712 shares of Common Stock outstanding. Common Stock is
our only class of voting stock.

HOW MANY VOTES DO I HAVE?

Each share of Common Stock that you own entitles you to one vote.

HOW MANY VOTES ARE NEEDED FOR A QUORUM?

As of June 8, 1999, 11,935,712 shares of Common Stock were issued and
outstanding. The Annual Meeting will be held if a majority of the outstanding
Common Stock entitled to vote is represented at the Annual Meeting. This means
that 5,967,857 shares are required for a quorum. If you have returned the Proxy
or attend the Meeting in person, your Common Stock will be counted for the
purpose of determining whether a quorum exists, even if you wish to abstain from
voting on some or all matters introduced at the Meeting. "Broker non-votes" also
count for quorum purposes. If you hold your Common Stock through a broker, bank,
or other nominee, generally the nominee may only vote the Common Stock which it
holds for you in accordance with your instructions. We do not count abstentions
and "broker non-votes" as votes for or against any proposal.

If a quorum is not present or represented at the Annual Meeting, the
Shareholders who do attend the Annual Meeting in person or who are represented
by Proxy have the power to adjourn the Annual Meeting until a quorum is present
or represented. At any adjournment of the Annual Meeting at which a quorum is
present or represented, any business may be transacted that might have been
transacted at the original Annual Meeting.

HOW DOES A SHAREHOLDER VOTE BY PROXY?

Whether you plan to attend the Annual Meeting or not, we urge you to complete,
sign and date the enclosed Proxy Card and return it promptly in the envelope
provided. No postage is needed if the Proxy Card is mailed in the United States.
Returning the Proxy Card will not affect your right to attend the Annual Meeting
and vote. If you properly fill in your Proxy Card and send it to us in time to
vote, your "Proxy" (one of the individuals named on your Proxy Card) will vote
your shares as you have directed. If you sign the Proxy Card but do not make
specific choices, your Proxy will vote your shares as recommended by the Board
of Directors as follows:

-2-

<PAGE>

o "FOR" electing the slate of Board of Directors proposed by the Company;

o "FOR" ratifying and amending Able's Articles of Incorporation to
increase the number of authorized shares of

(A) Common Stock from 25 million to 100 million;

(B) Preferred Stock from one million to five million;

o "FOR" amending Able's 1995 Stock Option Plan to

(A) increase the number of shares authorized for issuance under
the Plan from 1,300,000 to 3,500,000;

(B) modify certain terms of the grants of options to Non-Affiliate
Directors which include:

(i) increasing the number of options granted to
Non-Affiliate Directors from 5,000 (initially) to 10,000
(annually),

(ii) granting additional options on an annual basis to
Non-Affiliate Directors who serve as Chairman of the Board, as
Chairman and/or as member of a Board committee, and

o "FOR" ratifying and approving the issuance of stock options granted to
certain Officers and Directors of the Company;

o "FOR" approving the possible issuance of more than the 20% Share
Limitation upon the exercise of certain options and stock appreciation rights
granted to WorldCom, Inc., which 20% Share Limitation represents at least 20% of
the outstanding common stock determined immediately prior to the MFSNT Agreement
dated April 26, 1998, independent of the proposal below being submitted for
Shareholder approval;

o "FOR" approving the possible issuance of more than the 20% Share
Limitation Stock upon the conversion of the Company's Series B Convertible
Preferred Stock and exercise of Warrants issued in the Series B Offering
described in the Proxy Materials, which 20% Share Limitation represents at least
20% of the outstanding common stock determined immediately prior to the MFSNT
Agreement dated April 26, 1998, independent of the proposal above being
submitted for Shareholder approval;

o "FOR" ratifying the appointment of Arthur Andersen LLP as the Company's
independent accountants for the fiscal year ended October 31, 1999.

If any other matter is presented, your Proxy will vote in accordance with his
best judgment. At the time this Proxy Statement went to press, we knew of no
matter which needed to be acted on at the Annual Meeting, other than those
discussed in this Proxy Statement.

MAY A PROXY BE REVOKED?

If you give a Proxy, you may revoke it at any time before it is exercised. You
may revoke your Proxy in one of three ways. First you may send in another Proxy
Card with a later date. Second, you may notify Able's Secretary in writing
before the Annual Meeting that you have revoked the information on your Proxy
Card. Third, you may vote in person at the Annual Meeting.

HOW DOES A SHAREHOLDER VOTE IN PERSON?

-3-

<PAGE>

If you plan to attend the Annual Meeting and vote in person, we will give you a
ballot when you arrive. However, if your shares are held in the name of your
broker, bank or other nominee, you must bring an account statement or letter
from the nominee indicating that you are the beneficial owner of the shares on
June 8, 1999 (the Record Date).

WHAT VOTE IS REQUIRED TO APPROVE THE PROPOSALS?

PROPOSAL 1:
Electing Six Directors The six nominees for Director who receive the most
votes will be elected. If you do not vote for a
particular nominee, or you indicate "withhold
authority to vote" for a particular nominee on your
Proxy Card, your vote will not count either "for" or
"against" the nominee. A "broker non-vote" will also
have no effect on the outcome since only a plurality
of votes actually cast is required to elect a
Director.

PROPOSAL 2(A):
Approving Amendments to
the Articles of Incorporation to
Increase the Number of Authorized
Shares of Common Stock The affirmative vote of a majority of the votes cast
at the Annual Meeting is required to approve Proposal
No. 2(A) to amend the Articles of Incorporation
("Articles") to increase the authorized number of
shares of Common Stock from 25 million shares to 100
million shares. If you "abstain" from voting, it has
the same effect as if you voted "against" this
proposal. Broker non-votes will have no effect on the
vote.

PROPOSAL 2(B):
Approving Amendments
to the Articles to Increase
the Number of Authorized
Shares of Preferred Stock The affirmative vote of a majority of the votes cast
at the Annual Meeting is required to approve Proposal
No. 2(B) to amend the Articles to increase the
authorized number of shares of Preferred Stock from
one million shares to five million shares. If you
"abstain" from voting, it has the same effect as if
you voted "against" this proposal. Broker non-votes
will have no effect on the vote.

PROPOSAL 3(A):
Approving Amendments
to the Stock Option Plan, as
amended to increase the
number of shares The affirmative vote of a majority of the votes cast
at the Annual Meeting is required to approve Proposal
No. 3(A) to increase the number of shares authorized
for issuance pursuant to the Company's 1995 Stock
Option Plan, as amended (the "Plan"), from 1,300,000
to 3,500,000. If you "abstain" from voting, it has
the same effect as if you voted "against" this
proposal. Broker non-votes will have no effect on the
vote.

PROPOSAL 3(B):
Approving Amendments
to the Plan modifying certain
terms of grants to
Non-Affiliate Directors The affirmative vote of a majority of the votes cast
at the Annual Meeting is required to approve Proposal
No. 3(B) to (i) increase the number of options
granted to Non-Affiliate Directors from 5,000
(initially), to 10,000 (annually), (ii) grant
additional options on an annual basis to
Non-Affiliate Directors who serve as the Company's
Chairman of the Board or as Chairman or as member of
a Board committee, and (iii) extend the exercise
period of the options to Non-Affiliate Directors to
the earlier of (A) the earlier of the date which is
six

-4-

<PAGE>

years from the date of its grant or September 19,
2005, or (B) the date which is two years after the
date that such Non-Affiliate Director is no longer
serving in such capacity. If you "abstain" from
voting, it has the same effect as if you voted
"against" this proposal. Broker non-votes will have
no effect on the vote.

PROPOSAL 4:
Ratifying and approving the
issuance of stock options to
certain Officers & Directors
of the Company The affirmative vote of a majority of the votes cast
at the Annual Meeting is required to ratify and
approve the issuance of options to certain Officers
and Directors. If you "abstain" from voting, it has
the same effect as if you voted "against" this
proposal. Broker non-votes will have no effect on the
vote.

PROPOSAL 5:
Approving the possible issuance
of more than 1,875,960 shares
to WorldCom, Inc. The affirmative vote of a majority of the votes cast
at the Annual Meeting is required to approve issuing
more than the 20% Share Limitation to WorldCom upon
exercise of certain derivative securities described
in Proposal No. 5 below and held by WorldCom, which
20% Share Limitation of 1,875,960 represents at least
20% of the Company's outstanding Common Stock
determined immediately prior to the MFSNT Agreement
dated April 26, 1998. If you "abstain" from voting,
it has the same effect as if you voted "against" this
proposal. Broker non-votes will have no effect on the
vote. A vote for Proposal No. 5 is independent of any
other proposal, including Proposal No. 6 below. If
both Proposals No. 5 and No. 6 are approved, the
possible issuances would exceed the 20% Share
Limitation and assuming full dilution (as to the
securities described in Proposal Nos. 5 and 6, as of
May 17, 1999), would represent approximately 22.04%
of the outstanding Common Stock as of that date after
assumed dilution (although certain of the securities
are anti-dilutive as of May 17, 1999). See "The MFSNT
Acquisition and Rule 4460(i)(1)(C)" for a discussion
concerning the 20% Share Limitation.

Proposal 6:
Approve the possible issuance
of more than 1,875,960 shares
in connection with the
Series B Offering The affirmative vote of a majority of the votes cast
at the Annual Meeting is required to approve issuing
more than the 20% Share Limitation upon exercise of
the shares of Series B Convertible Preferred Stock
and exercise of certain Warrants held by the
"RoseGlen Group" and the "Palladin Group", as defined
in Proposal No. 6, which share amount of 1,875,960
represents at least 20% of the Company's outstanding
common stock determined immediately prior to the
MFSNT Agreement dated April 26, 1998. If you
"abstain" from voting, it has the same effect as if
you voted "against" this proposal. Broker non-votes
will have no effect on the vote. A vote for Proposal
No. 6 is independent of any other proposal, including
Proposal No. 5 above. If both Proposals No. 5 and No.
6 are approved, the possible issuances would exceed
the 20% Share Limitation and assuming full dilution
(as to the securities described in Proposal Nos. 5
and 6, as of May 17, 1999, would represent
approximately 22.04% of the outstanding Common Stock
as of that date after assumed dilution (although
certain of the securities are anti-dilutive as of May
17, 1999). See "The MFSNT Acquisition and Rule
4460(i)(1)(C)" for discussion concerning the 20%
Share Limitation.

Proposal 7:
Ratify Selection of
Independent Accountants The affirmative vote of a majority of the votes cast
at the Annual Meeting is required to ratify and
approve the appointment of Arthur Andersen LLP as the
Company's independent

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<PAGE>

accountants for the fiscal year ended October 31,
1999. If you "abstain" from voting, it has the same
effect as if you voted "against" this proposal.
Broker non-votes will have no effect on the vote.

IS VOTING CONFIDENTIAL?

Yes. Proxy Cards, ballots and voting tabulations that identify individual
Shareholders are confidential. Only the inspectors of election and certain Able
employees associated with processing Proxy Cards and counting the votes have
access to your card. Additionally, all comments directed to Able management
(whether written on the Proxy Card or elsewhere) remain confidential, unless you
ask that your name be disclosed.

WHO PAYS THE COST OF SOLICITING THE PROXIES?

Able will pay the cost of this Proxy solicitation, which includes preparing,
assembling and mailing the Notice of Annual Meeting, the Proxy Statement and the
Proxy Card. In addition to soliciting proxies by mail, we expect that a number
of our employees will solicit Shareholders for the same type of Proxy,
personally and by telephone. None of these employees will receive any additional
or special compensation for doing this. We will, upon request, reimburse
brokers, banks and other nominees for their expenses in sending Proxy material
to their principals and obtaining their proxies.

HOW DOES A SHAREHOLDER OBTAIN A COPY OF AN ANNUAL REPORT ON FORM 10-K/A

IF YOU WOULD LIKE A COPY OF OUR ANNUAL REPORT ON FORM 10-K/A FOR THE YEAR ENDED
OCTOBER 31, 1998 THAT WAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WE
WILL SEND YOU ONE WITHOUT CHARGE. PLEASE WRITE TO:

THE FINANCIAL RELATIONS BOARD, INC.
675 THIRD AVENUE
NEW YORK, NEW YORK 10017
ATTN: BRIAN GILL

You may also obtain a copy of the Company's Annual Report on Form 10-K/A (and
all other reports electronically filed by the Company via the Internet by
accessing the Securities and Exchange Commission's EDGAR website at
www.sec.gov/edaux/searches.html.

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<PAGE>

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows, as of May 17, 1999, the Common Stock owned
beneficially by (i) each of the current Directors of the Company and each
"nominee for director", (ii) each Executive Officer, (iii) all Directors and
Executive Officers as a group, and (iv) each person known by the Company to be
the "beneficial owner" of more than five percent (5%) of such Common Stock.
"Beneficial ownership" is a technical term broadly defined by the Securities and
Exchange Commission ("SEC") to mean more than ownership in the usual sense. For
example, you "beneficially" own Common Stock not only if you hold it directly,
but also if you indirectly (through a relationship, a position as a director or
trustee, or a contract or understanding), have (or share the power to vote the
stock, or sell it) the right to acquire it within 60 days. Except as disclosed
in the footnotes below, each of the Directors and Executive Officers listed have
sole voting and investment power over his shares. As of May 17, 1999, there were
11,925,712 shares of Common Stock issued and outstanding and approximately 400
holders of record.

<TABLE>
<CAPTION>
SHARES PERCENTAGE
BENEFICIALLY BENEFICIALLY
NAME (1) CURRENT TITLE OWNED OWNED
<S> <C> <C> <C>
Billy V. Ray, Jr.(2)(3) President, Chief Executive Officer and Acting 176,667 1.47%
Chief Financial Officer and Director

James E. Brands(4) Senior Executive Vice President 75,000 *

Edward Z. Pollock(4) General Counsel 23,333 *

Curtis A. "Butch" Dale(5) Chief Operating Officer 103,300 *

Michael Arp (6) Financial Vice President 58,333 *

Jesus G. "Jay" Dominguez(4) Chief Accounting Officer 97,000 *

Stacy Jenkins (4) President - MFS Network Technologies 108,333 *

G. Vance Cartee(4) President - MFS Transportation Systems 8,333 *

J. Barry Hall President - Traffic Management Group 321,199 2.69%

Frazier L. Gaines(7) President - Able Telcom International 612,730 5.05%

Richard A. Boyle(4) President - Patton Management Group 21,667 *

Gideon D. Taylor(8) Vice President of Special Projects 946,638 7.78%

C. Frank Swartz(3)(4) Chairman of the Board of Directors 20,000 *

Jonathan A. Bratt(9)(10) Director 36,500 *

Thomas M. Davidson(4)(10) Director 148,286 1.2%

Alec McLarty(3) Director --- *

Gerald Pye(10) Director --- 0

Collier Ross(3) Nominee for Director --- 0

Hans G. Tanzler, III(3) Nominee for Director --- 0

Douglas Tatum(3) Nominee for Director --- 0

-7-

<PAGE>

All Directors, Nominees, and 2,757,319 23.10%
Executive Officers as a Group
(20 Persons)

<FN>
- -------------
* Less than 1%.

(1) The address for each of Able's Directors, Nominees for Directors, and
Executive Officers is 1601 Forum Place, Suite 1110, West Palm Beach,
Florida 33401.

(2) Includes 126,667 shares underlying options which are immediately
exercisable and 50,000 shares of Common Stock pursuant to a stock
award.

(3) Nominee for Director.

(4) These represent stock options that are immediately exercisable.

(5) Includes 3,300 shares owned by Mr. Dale and 100,000 shares underlying
stock options which are immediately exercisable.

(6) Includes 28,333 shares underlying options which are immediately
exercisable and 30,000 shares owned by Mr. Arp.

(7) These include 210,000 shares underlying stock options which are
immediately exercisable and 402,730 shares held in a trust controlled
by Mr. Gaines. Mr. Gaines resigned as a Director of the Company on
March 16, 1999, but continues to serve as President--Able Telcom
International.

(8) These include (i) 21,619 shares owned by Mr. Taylor's wife, and (ii)
220,000 shares underlying stock options which are immediately
exercisable. Mr. Taylor resigned as a Director of the Company on March
9, 1998 but continues as Vice President of Special Projects through
June 6, 1999.

(9) Includes 30,000 shares underlying options which are immediately
exercisable and 6,500 shares owned by Mr. Bratt.

(10) Will not be standing for re-election as a Director of the Company.
There is no link among any of these Directors not standing for
re-election.
</FN>
</TABLE>

-8-

<PAGE>

PROPOSAL NO. 1:
TO ELECT SIX DIRECTORS TO SERVE UNTIL THE 2000 ANNUAL MEETING OF SHAREHOLDERS
OR UNTIL THEIR RESPECTIVE SUCCESSORS ARE ELECTED AND QUALIFIED;

DIRECTORS

The following are the persons nominated to be Directors of the Company, their
respective ages, the year in which each was elected a Director and, where
applicable, the office held by the Director. Each Director elected will hold
office until the next Annual Meeting of Shareholders, which is expected to be
held in May 2000, or until their respective successors have been duly elected
and qualified. In the election, the six (6) persons who receive the highest
number of votes actually cast will be elected. The proxies named in the Proxy
Card intend to vote for the election of the nominees unless otherwise
instructed. If a holder does not wish his or her shares to be voted for a
particular nominee, the holder must identify the exception in the appropriate
space provided on the Proxy Card, in which event the shares will be voted for
the other listed nominees. If any nominee becomes unable to serve, the Proxies
may vote for another person designated by the Board of Directors (the "Board")
or the Board may reduce the number of Directors. The Company has no reason to
believe that any nominee will be unable or refuse to serve.

NAME AGE SERVED AS A DIRECTOR SINCE

Alec McLarty 48 1999
Billy V. Ray, Jr. 40 1999
M. Collier Ross 72 ---
C. Frank Swartz 60 1998
Hans G. Tanzler, III 47 ---
Douglas Tatum 42 ---

All Directors are elected annually at the Annual Meeting of the Shareholders of
Able Telcom Holding Corp. and hold office following election or until their
successors are elected and qualified. Once elected, the newly elected Directors
will determine who will serve as members of the Company's Audit Committee,
Compensation Committee, and Nominating Committee. Other than Mr. Ray, each of
the proposed nominees are deemed to be Non-Affiliate Directors.

ALEC MCLARTY is the founder of Clarion Resources Communications Corporation
("Clarion") and has served as the Chairman and Chief Executive Officer of
Clarion since January 1996. Clarion is a multi-faceted company in the domestic
and international telecommunications industry providing services ranging from
research and development to international long distance services. In 1987, Mr.
McLarty founded Resurgens West, a telecommunications company and served as its
President until January 1996.

BILLY V. RAY, JR. has been the Company's President, Chief Executive Officer and
acting Chief Financial Officer since November 30, 1998 and as a Director since
March 5, 1999. From October 1, 1998 to November 30, 1998, Mr. Ray was the
Company's Executive Vice President of Mergers and Acquisitions and Treasurer.
From May 1998 to October 1998 and from January 1997 to June 1997, Mr. Ray served
as a consultant to the Company. Mr. Ray served as the Chief Financial Officer of
the Company from June 1997 to April 1998. From December 1995 to January 1997 and
from April 1997 to July 1997, Mr. Ray was the President of Ten-Ray Utility
Construction, Inc., a utility construction company. During a part of that
period, he also served as a consultant to Alcatel, a maker of intelligent
highway systems. From September 1994 to November 1995, Mr. Ray was the
Controller of Tri-Duct, a utility construction company, and served as a
consultant to such company from November 1995 to March 1996. From March 1994 to
September 1994, Mr. Ray was the staff manager at Mastec, Inc. a utility
construction company and he was assistant to the president at Burnup & Sims, a
utility construction company, from January 1993 to March 1994.

M. COLLIER ROSS has been a self employed management consultant since 1992.
General Ross retired from the United States Army in 1983 as a Lt. General after
39 years of distinguished service. General Ross has served as a Director of
Aaron

-9-

<PAGE>

Rents (NYSE:RNT) since 1996 and is a member of its audit committee. He is the
former Executive Vice President of Sidwell-Ross and Associates, Inc., a
management and technical consulting firm.

C. FRANK SWARTZ has served as a Director of the Company since August 1998 and as
Chairman of the Board since November 30, 1998. Mr. Swartz has been retired since
November 1994. For the five years prior to November 1994, Mr. Swartz was
employed by GTE as the Director of Internal Support, based in Caracas,
Venezuela.

HANS G. TANZLER, III has been a consultant for operational and financial
restructurings in the southeastern United States since August 1995. From January
1994 to August 1995, he was the Executive Vice President, Chief Financial
Officer and a member of the Board of Directors of Consolidated International
Group, Inc., an international group of 26 insurance companies with $1.0 billion
in assets, located in Tampa, Florida and from 1990 to October 1993, Mr. Tanzler
served as an Executive Vice President, General Counsel, Chief Financial Officer
and Interim CEO of Mark III Industries, Inc., a van conversion manufacturer. Mr.
Tanzler is a lawyer and a member of the Florida Bar.

DOUGLAS TATUM is the founder of Tatum CFO and has served as its Chief Executive
Officer for the past five years. Tatum CFO is a partnership that out-sources
chief financial officers to growing companies.

MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD

The Company's Board of Directors met 14 times during the fiscal year ended
October 31, 1998 and during that time, never acted by unanimous written consent.

The Board has an Audit Committee, a Compensation Committee and a Nominating
Committee.

The Audit Committee reviews the scope of the accountants' engagement, including
the remuneration to be paid, and reviews the independence of the accountants.
The Audit Committee, with the assistance of the Company's Chief Financial
Officer and other appropriate personnel, reviews the Company's annual financial
statements and the independent auditor's report, including significant reporting
and operational issues, corporate policies and procedures as they relate to
accounting and financial reporting and financial controls, litigation in which
the Company is a party and use by the Company's Executive Officers of expense
accounts and other non-monetary perquisites, if any. The Audit Committee may
direct the Company's legal counsel or independent accountants to inquire into
and report to it on any matter having to do with the Company's accounting or
financial procedures or reporting. The Audit Committee held two meetings during
the fiscal year ended October 31, 1998. During fiscal year 1998, the members of
the Audit Committee consisted of C. Frank Swartz, who also served as its
Chairman, and Thomas Davidson.

The Compensation Committee is responsible for setting and approving the
salaries, bonuses and other compensation for the Company's Executive Officers,
establishing compensation programs and determining the amounts and conditions of
all grants of awards under the Company's Stock Option Plan, as amended (the
"Plan"), and grants of awards outside of the Plan. The Compensation Committee
held two meetings during the fiscal year ended October 31, 1998. During the
fiscal year ended October 31, 1998, the Compensation Committee consisted of
Thomas Davidson, who served as its Chairman, C. Frank Swartz, and Gideon D.
Taylor.

The Nominating Committee is responsible for selecting those individuals who will
stand for election to the Company's Board of Directors. The Nominating Committee
will consider all reasonable comments from Shareholders regarding proposed
nominees for Directors as well as nominations for Board members recommended by
Shareholders. To date, the Nominating Committee has no formal procedures for
submitting comments or recommendations and has accepted both written and oral
comments as well as names of proposed nominees prior to the filing of a
definitive proxy statement. Typically, once a recommendation has been received,
the Committee will undertake due diligence, will discuss the comments or the
proposed nominee with the Shareholder submitting such proposal and, if
applicable, will meet with the proposed nominee before making a final
determination as to whether to recommend the proposed individual as a nominee to
the entire Board of Directors to stand for election to the Board of Directors.
Similarly, the Committee members will personally discuss comments regarding
proposed nominees with those Shareholders submitting

-10-

<PAGE>

such comments. The Nominating Committee held one meeting during the fiscal year
ended October 31, 1998. During the fiscal year ended October 31, 1998, the
Nominating Committee consisted of Frazier L. Gaines, who served as its Chairman,
and C. Frank Swartz.

No Director attended fewer than 75% of the meetings of the Board of Directors or
of any committee on which such Director served held during the fiscal year ended
October 31, 1998.

COMPENSATION OF DIRECTORS

Any member of the Board of Directors who is (i) not an employee of the Company
or any subsidiary and (ii) does not beneficially own, within the meaning of Rule
13d-2 of the Securities Exchange Act of 1934, as amended, more than five percent
(5%) of any class of the outstanding capital stock of the Company is deemed to
be a "Non-Affiliate Director" ("Non-Affiliate Director"). Non-Affiliate
Directors are currently paid $12,000 annually plus $750 for each committee
meeting attended and are reimbursed for expenses associated with Board
responsibilities. In addition, pursuant to the Plan, Non-Affiliate Directors
receive one-time automatic grants of options to purchase 5,000 shares of Common
Stock as of the date such Non-Affiliate Director was initially elected or
appointed having an exercise price equal to the fair market value at the date of
grant. In April 1998, the Company granted an option to purchase 10,000 shares of
Common Stock to all Directors, which grants were outside the Plan. Directors who
are also employed by the Company receive no additional fees or remuneration for
acting in their capacity as a Director of the Company.

On May 7, 1999, the Board of Directors voted to increase the annual fees paid
and grants of options under the Plan (which grants under the Plan are subject to
Shareholder approval) to Non-Affiliate Directors, effective immediately upon the
adjournment of the 1999 Annual Meeting of Shareholders, as follows:

<TABLE>
<CAPTION>
POSITION FEES NUMBER OF OPTIONS (ANNUALLY)
-------- ---- ----------------------------
<S> <C> <C>
Chairman of the Board $2,500 per month 15,000

Board Member (other than $1,750 per month 10,000
Chairman of the Board)

Audit Committee Chairman $1,000 per meeting 2,000

Audit Committee Member $750 per meeting 1,000

Compensation Committee $1,000 per meeting 2,000
Chairman

Compensation Committee Member $750 per meeting 1,000

Nominating Committee Chairman $1,000 per meeting 2,000

Nominating Committee Member $750 per meeting 1,000
</TABLE>

The fees described above will be paid on a monthly basis; provided that such
Non-Affiliate Director attends at least 65% of properly noticed meetings and any
adjustments to such fee payments shall be done on a quarterly basis. See also
Proposal No. 3(B) for a description of the stock options to be granted to
Non-Affiliate Directors and described above.

-11-

<PAGE>

During fiscal 1998, the following options were granted to Directors of the
Company (certain of whom no longer serve in that capacity and will not stand for
re-election). The initial terms of these option grants are summarized below.

<TABLE>
<CAPTION>
FAIR MARKET DATE
NUMBER INITIAL VALUE AT DATE OF OF INITIAL EXPIRATION
DIRECTOR OF SHARES GRANT PRICE INITIAL GRANT(1) GRANT DATE(2)
-------- --------- ----------- ---------------- ----- -------
<S> <C> <C> <C> <C> <C>
Jonathan A. Bratt 10,000(3) $6.20 $7.75 4/24/98 7/3/04
20,000(3) $11.9375 7.9375 4/24/98 7/3/04

Thomas M. Davidson 20,000(3) $11.9375 $7.625 8/18/98 7/3/04

John D. Foster (5) 10,000(3) $6.20 $7.75 4/24/98 7/3/04
20,000(3) $11.9375 $7.9375 4/24/98 7/3/04

Frazier L. Gaines 10,000(4) $6.20 $7.75 4/24/98 7/3/04
20,000(4) $11.9375 $7.9375 4/24/98 7/3/04
80,000(4) $14.00 $14.00 7/8/98 12/31/00
100,000(4) $6.00 $11.1875 3/10/97 12/31/00

Robert C. Nelles (6) 10,000(4) $6.20 $7.75 4/24/98 7/3/04
20,000(4) $11.9375 $7.9375 4/24/98 7/3/04
15,000(4) $5.34 $8.50 2/19/98 9/19/05

Richard J. Sandulli (7) 10,000(3) $6.20 $7.75 4/24/98 7/3/04
20,000(3) $11.9375 $7.9375 4/24/98 7/3/04

C. Frank Swartz 20,000(3) $11.9375 $7.625 8/18/98 7/3/04

Gideon D. Taylor 10,000(4) $6.20 $7.75 4/24/98 7/3/04
20,000(4) $11.9375 $7.9375 4/24/98 7/3/04
120,000(4) $14.00 $14.00 7/8/98 12/31/00
70,000(4) $6.00 $11.1875 3/10/97 12/31/00

<FN>
(1) On December 31, 1998, in an effort to clear up a large number of
ambiguities in the minutes of Board of Directors meetings and in order
to maintain compliance with various debtor documents as well as to keep
the Company in substantial compliance with certain rules of the SEC and
The Nasdaq Stock Market, Inc. ("Nasdaq"), the Board of Directors
rescinded all of the above option grants with the exception of the
grant to Nelles for 15,000 shares, and reissued new options in the
amounts set forth above at the calculated fair market value per share
on December 31, 1998, which was $5.75.

(2) The initial expiration dates ranged from July 8, 2000 to April 24, 2005
prior to the reissuances.

(3) Issued outside the Company's 1995 Stock Option Plan.

(4) Non-qualified stock options granted pursuant to the Company's 1995
Stock Option Plan.

(5) Mr. Foster resigned from the Company's Board of Directors on June 5,
1998.

(6) Mr. Nelles resigned from the Company's Board of Directors on May 5,
1998

(7) Mr. Sandulli resigned from the Company's Board of Directors on August
25, 1998.
</FN>
</TABLE>

-12-

<PAGE>

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT

Section 16(a) ("Section 16") of the Securities Exchange Act of 1934, as amended
requires the Company's executive officers, directors and 10% shareholders to
file reports regarding initial ownership and changes in ownership with the SEC
and the Nasdaq Stock Market. Executive Officers, Directors and 10% Shareholders
are required by SEC regulations to furnish the Company with copies of all
Section 16 forms they file. The Company's information regarding compliance with
Section 16 is based solely on a review of the copies of such reports furnished
to the Company by the Company's Executive Officers, Directors and 10%
shareholders. These forms include (i) Form 3, which is the Initial Statement of
Beneficial Ownership of Securities, (ii) Form 4, which is a Statement of Changes
in Beneficial Ownership, and (iii) Form 5, which is an Annual Statement of
Changes in Beneficial Ownership. The majority of the Company's Executive
Officers and Directors were delinquent in filing one or more Section 16(a) forms
and failed to file certain forms during the fiscal year ended October 31, 1998.

All other Section 16 forms appear to have been filed in a timely manner other
than as to the following individuals who were delinquent in filing certain forms
or failed to file certain forms during the fiscal year ended October 31, 1998
(titles reflected herein are as of May 17, 1999):

<TABLE>
<CAPTION>
NAME OF INDIVIDUAL POSITION DELINQUENCY OR FAILURE
<S> <C> <C>
Billy V. Ray, Jr. President, Chief Executive Form 4's which should have been filed for
Officer, Acting Chief Financial the months of November 1997, July 1998 and
Officer and Director August 1998 were filed through a Form 5 for
October 1998. The Form 5, however, was
not filed timely pursuant Section 16.

Gerry W. Hall Former Chief Executive Officer A Form 4 which should have been filed for
the month of February 1998 was actually
filed for the month of April 1998. In
addition, the number of shares issued should
have been 102,220, (not 102,200). A Form
4 should also have been filed in March 1998
stating that Mr. Hall was no longer subject
to Section 16 filing requirements, which
Form 4 has not been filed to date.

J. Barry Hall President - Traffic Management A Form 4 which should have been filed in
Group the month of February 1998 was not filed.
In addition, a Form 5 for October 1998 has
not been filed.

Curtis A. "Butch" Date Chief Operating Officer The Form 5 for October 1998 was not filed
timely pursuant to Section 16.

Mark A. Shain Former Chief Financial Officer A Form 5 was filed for October 1998,
however, it was not filed timely pursuant to
Section 16.

Jesus G. "Jay" Dominguez Chief Accounting Officer A Form 3 which should have been filed no
later than May 3, 1998 was filed on June 9,
1998. A Form 4 which should have been
filed for July 1998 was filed through a Form
5 for October 1998. However, the Form 5
was not filed timely pursuant to Section 16.

-13-

<PAGE>

Frazier L. Gaines President - Able Telcom A Form 4 for the month of September was
International not filed in a timely manner pursuant to
Section 16. Form 4s which should have
been filed for the months of April and July
1998 were filed through a Form 5 for
October 1998. However, the Form 5 was not
filed timely pursuant to Section 16.

Richard A. Boyle President - Patton Management A Form 3 which should have been filed no
Group later than April 10, 1998 was filed through a
Form 5 in October 1998. However, the
Form 5 was not filed timely pursuant to
Section 16.

Ralph Ouimette Former President - Able A Form 4 which should have been filed for
Telecommunications and Power May 1998 and a Form 5 which should have
Group been filed for October 1998 have not been
filed.

Gideon D. Taylor Vice President of Special Projects The Form 4 filed for the month of April
1998 omitted certain required information
which was subsequently included on a Form
5 for October 1998. Form 4s which should
have been filed for the months of July and
October were filed through a Form 5 for
October 1998. A Form 4 for August 1998
was not filed timely pursuant to Section 16.
The Form 5 was not filed timely pursuant to
Section 16.

C. Frank Swartz Chairman of the Board of A Form 4 which should have been filed in
Directors August 1998 was filed through a Form 5 for
October 1998. However, the Form 5 was
not filed timely pursuant to Section 16.

Jonathan A. Bratt Director A Form 4 which should have been filed for
the month of April 1998 was filed through a
Form 5 in October 1998. The Form 5,
however, was not filed timely pursuant to
Section 16.

Thomas M. Davidson Director A Form 4 which should have been filed in
August 1998, was filed through a Form 5 for
October 1998. However, the Form 5 was
not filed timely pursuant to Section 16.

John D. Foster Former Director A Form 4 which should have been filed in
the month of April 1998 was not filed. A
Form 4 should also have been filed for June
1998 stating that Mr. Foster was no longer
subject to Section 16 filing requirements.
To date, no such filings have been made.

-14-

<PAGE>

Robert C. Nelles Former Director A Form 4 which should have been filed in
the month of February 1998 was not filed.
A Form 4 should also have been filed for
May 1998 stating that Mr. Nelles was no
longer subject to Section 16 filing
requirements. To date, no such filings have
been made.

Richard J. Sandulli Former Director A Form 4 which should have been filed in
the month of April 1998 was not filed. A
Form 4 should also have been filed for
August 1998 stating that Mr. Sandulli was
no longer subject to Section 16 filing
requirements. To date, no such filings have
been made.
</TABLE>

EXECUTIVE OFFICERS

Biographical information concerning the certain of the Company's Executive
Officers is presented below.

<TABLE>
<CAPTION>
OFFICER'S NAME AGE OFFICE
<S> <C> <C>
Billy V. Ray, Jr. 40 President, Chief Executive Officer, Director, and Acting Chief
Financial Officer

James E. Brands 62 Senior Executive Vice President

Gideon D. Taylor 56 Vice President of Special Projects

Frazier L. Gaines 59 President Able Telcom International

Jesus G. "Jay" Dominguez 54 Chief Accounting Officer

Michael Arp 52 Financial Vice President

Curtis A. "Butch" Dale 51 Chief Operating Officer

Edward Z. Pollock 60 General Counsel

Stacy Jenkins 42 President - MFS Network Technologies

G. Vance Cartee 56 President - MFS Transportation Systems

J. Barry Hall 50 President - Traffic Management Group

Richard A. Boyle 45 President - Patton Management Group
</TABLE>

For a biography of BILLY V. RAY, JR., see "Directors."

JAMES E. BRANDS has served as the Company's Senior Executive Vice President
since March 1999. From November 1997 to March 1999, Mr. Brands was the CFO of
Wilson Pest Control, Inc., a pest control services company. From July 1997 to
November 1997. Mr. Brands served as the Executive Vice President and a Director
of KBAS, Inc., an employee leasing company and from February 1997 to July 1997,
he was the CFO of Arrow Exterminators, which provides pest control services.
From January 1993 to March 1995, Mr. Brands served as Chairman, CEO and a
Director of Marquest Medical Products, Inc. (NASDAQ:MMPI), which manufactures
disposable products for

-15-

<PAGE>

respiratory, pulmonary and related medical segments and also served, as Vice
Chairman, CFO and a director of Scherer Healthcare, Inc. (Nasdaq:SCHR), which
was involved in disposable medical products, pharmaceutical development and
medical waste management. From January 1985 to February 1995, Mr. Brands was the
Executive Vice President and a director of RPS Investments, Inc., a private
investment company involved in real estate and controlled manufacturing services
company. Since 1981, Mr. Brands has been the owner of Brands & Co., which
provides financial and business consulting services. From 1988 to the present,
he has served as the President and a director of Georgia American Land Company,
a real estate investment company. Mr. Brands also continues to serve as a
General Partner of Tri-County Partners, a real estate investment group (from
1990 to the present), as a Manager of Two States Partners, LLC, a real estate
investment group (since December 1997), Vice President and a Manager of Maximum
Benefits, LLC, a consumer products marketing company, as a Vice President and a
Director of National Travel Management, Inc., which provides corporate travel
and meeting services, and from 1989 to the present, as Vice President and a
Director of Body Care, Inc., which manufactures and distributes orthopedic
products.

GIDEON D. TAYLOR served as a Director of the Company since its inception
through March 9, 1999 and served as Chairman of the Board of the Company from
March 25, 1997 through November 30, 1998. In addition, Mr. Taylor served as the
Company's Chief Administrative Officer from March 25, 1997 through November 30,
1998 and the Company's Vice President of Special Projects since December 1998.
From October 1988 to August 1992, Mr. Taylor was also President and Chief
Executive Officer of the Company. Mr. Taylor has also served in various
executive capacities with the Company for the past ten years.

FRAZIER L. GAINES has served as a Director of the Company from August 1992
through March 19, 1999 and served as Interim President and Chief Executive
Officer of the Company from March 6, 1998 to November 30, 1998. Mr. Gaines has
also served as the President of the Company's subsidiary, Able Telcom
International, Inc. ("ATI") since June 1994. From 1992 through 1994, Mr. Gaines
was Chief Operating Officer of the Company. From 1987 to 1992, Mr. Gaines was
Vice President of Judycom, Inc. and Judycom Construction Corporation, both of
which were located in Lexington, Kentucky and engaged in fiber optic
installation.

JESUS G. "JAY" DOMINGUEZ has been the Company's Chief Accounting Officer since
April 1998. Mr. Dominguez has served as Vice President - Finance of ATI May 1995
and controller of ATI from October 1993 to May 1995. From April 1993 to October
1993, Mr. Dominguez served as Vice President - Finance of Novatek International
Inc., a construction company. Mr. Dominguez is a licensed certified public
accountant.

MICHAEL ARP became the Company's Financial Vice President and principal
accounting officer in January 1999. From February 1997 through December 1998,
Mr. Arp was the group controller of the Company's Traffic Management Group. From
January 1994 to February 1997, Mr. Arp was President of American Turf
Manufacturing.

CURTIS A. "BUTCH" DALE has served as Chief Operating Officer of the Company
since August 1998. Prior to that time, from March 1998 until his appointment as
Chief Operating Officer, Mr. Dale was Vice President of Operations for the
Company. From March 1970 to October 1997, Mr. Dale was a Project/Staff Manager -
Support for Network Operations for GTE, a telecommunications company. Between
October 1997 and March 1998, Mr. Dale was not employed, due to a covenant not to
compete between Mr. Dale and his former employer.

EDWARD Z. POLLOCK has been the Company's General Counsel since November 1998.
From 1963 to 1998, Mr. Pollock was a sole practitioner at the law firm of Edward
Z. Pollock.

STACY JENKINS was named President of MFS Network Technologies, Inc. ("MFSNT") in
July 1998. From 1990 to July 1998, Mr. Jenkins served as the Senior Vice
President, Operations Vice President, Engineering and Estimating and as Project
Manager for the nationally recognized Iowa Communications Network. During this
time, he directed operations for more than 40 projects, with a combined value in
excess of $300 million, in the United States and abroad.

G. VANCE CARTEE has been the President of MFS Transportation Systems since
January 1999. From June 1998 to December 1998, Mr. Cartee served as a
telecommunications consultant, including performing consulting services for

-16-

<PAGE>

the Company. From January 1996 to June 1998, Mr. Cartee was a business unit
director for Loral/Lockheed Martin Corp. From March 1993 to January 1996, Mr.
Cartee was Vice President and General Manager of Alcatel Contracting, N.A.

J. BARRY HALL has been the President of Georgia Electric Company, a subsidiary
of the Company, since October 1996. From 1990 to October 1996, Mr. Hall was Vice
President of Georgia Electric Company.

RICHARD A. BOYLE has been the President of Patton Management Corp. and
subsidiaries, a subsidiary of the Company since March 1996. From May 1991 to
March 1996, Mr. Boyle was Vice President and General Manager of Wright & Lopez,
Inc., a telecommunications contractor. From January 1990 to May 1991, Mr. Boyle
was Vice President and General Manager of Pressure Concrete Construction
Company, a division of South Eastern Public Services Co.

The Chief Executive Officer is elected by and serves at the discretion of the
Company's Board of Directors. All other executive officers are appointed by the
Chief Executive Officer.

EXECUTIVE COMPENSATION

The following table sets forth certain summary information for the years
indicated concerning the compensation awarded to, earned by, or paid to (i)
those persons serving as the Company's Chief Executive Officer during the 1998
fiscal year, (ii) the other four most highly compensated Executive Officers of
the Company who were serving as such at October 31, 1998, and (iii) up to two
additional individuals who had served as an Executive Officer of the Company
during the 1998 fiscal year but who were not Executive Officers at October 31,
1998, except that persons referred to in clauses (ii) and (iii) above generally
are not included in the table if they received total annual salary and bonus of
$100,000 or less for the 1998 fiscal year end. The persons named in this table
shall be collectively referred to as the "Named Executive Officers."

<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
FOR THE FISCAL YEARS ENDED OCTOBER 31, 1998, 1997 AND 1996

LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS

OTHER SECURITIES
ANNUAL UNDERLYING ALL OTHER
NAME AND COMPEN- OPTIONS/ COMPEN-
PRINCIPAL POSITION YEAR SALARY($) BONUS($) SATION ($) SARS (#) SATION ($)
<S> <C> <C> <C> <C> <C> <C>
Frazier L. Gaines(1) 1998 153,986 210,000 4,609
Chief Executive Officer 1997 110,000 5,000 1,024,375
President- Able Telcom 1996 110,000 36,000
International

Robert DuPuis (2) 1998 6,058
Former Chief Executive Officer

Gerry W. Hall (3) 1998 103,846 4,787
Former Chief Executive Officer 1997 180,769 75,000 27,500 3,200

Billy V. Ray, Jr. (4) 1998 140,561 35,000 18,719
Executive Vice President of 1997 55,715 40,000 35,861
Mergers and Acquisitions and
Treasurer; promoted to Chief
Executive Officer on December 1,
1998; acting Chief Financial
Officer

J. Barry Hall (5) 1998 209,173 75,000 33,906
President - Traffic Management 1997 161,538 27,500
Group

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<PAGE>

Gideon D. Taylor(6) 1998 133,846 750 220,000 10,198
Chairman of the Board and Chief 1997 45,308
Administrative Officer

Ralph Ouimette(7) 1998 93,267 48,000 6,500
President - Able 1997 59,452 40,000
Telecommunications and
Power Group

Richard J. Sandulli(8) 1998 134,615 30,000 12,078
Former Vice President - Finance 1997 71,000 3,750

<FN>
(1) Mr. Gaines served as the President and Chief Executive Officer of the
Company from March 1998 through November 30, 1998 (except for the
period between August 19, 1998 and August 31, 1998). Prior thereto, Mr.
Gaines was President of ATI (a position which he continues to hold).
For 1998, other compensation includes an automobile allowance of $4,500
and health insurance premiums paid by the Company on Mr. Gaines behalf
in the amount of $109. For 1997, other compensation consists of an
automobile allowance, a housing allowance and an amount of $991,375,
which represents the difference between the price paid by Mr. Gaines
upon the exercise of certain stock options and the fair market value of
the underlying Common Stock on the date of exercise. For 1996, other
compensation includes an automobile allowance and a housing allowance.

(2) Mr. DuPuis was appointed President and Chief Executive Officer of the
Company on August 19, 1998 and resigned on August 31, 1998.

(3) Mr. Hall was President and Chief Executive Officer of the Company from
June 1997 to March 1998 at an annual salary of $200,000. Mr. Hall also
served as President of Georgia Electric Company during the fiscal year
ended October 31, 1997. In 1998, other compensation consists of a
living allowance of $3,000, a car allowance of $1,000, health insurance
premiums paid on Mr. Hall's behalf of $227 and contributions of $560 to
the Company's 401(k) plan. In 1997, other compensation consists of an
automobile allowance. Gerry W. Hall and J. Barry Hall are brothers.

(4) In 1998 and 1997, Mr. Ray's salary included consulting fees paid to Mr.
Ray under a consulting agreement, totaling $92,099 and $21,100,
respectively. In 1998, other compensation includes an automobile
allowance of $5,400, a housing allowance of $12,600 and health
insurance premiums paid on Mr. Ray's behalf of $719. In 1997, other
annual compensation consists of a travel and housing allowance. 25,000
of Mr. Ray's options expired on August 30, 1998.

(5) In 1998, other compensation includes a housing allowance of $24,000, an
automobile allowance of $7,800 and contributions of $2,106 to the
Company's 401(k) plan. Gerry W. Hall and J. Barry Hall are brothers.

(6) In 1998, other compensation includes a housing allowance of $6,000, use
of a company vehicle estimated at $3,633 and health insurance premiums
paid on Mr. Taylor's behalf of $565.

(7) In 1998, other compensation includes an automobile allowance. Mr.
Ouimette's employment with the Company was terminated in April 1999.

(8) In 1998, other compensation includes a moving allowance of $10,000,
health insurance premiums paid on Mr. Sandulli's behalf of $454, and
$1,624 in country club dues. In 1997, other compensation consists of an
automobile allowance.
</FN>
</TABLE>

THE ABLE TELCOM HOLDING CORP. 1995 STOCK OPTION PLAN, AS AMENDED

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<PAGE>

The Company has adopted the 1995 Stock Option Plan (the "Plan") pursuant to
which 550,000 shares of Common Stock were originally authorized for issuance. In
April 1998, the Shareholders of the Company approved amendments to the Plan to
increase the number of shares outstanding under the Plan to 1,300,000. The
Company intends to amend its registration statement on Form S-8 to register the
additional 750,000 shares of Common Stock reserved for issuance under the Plan.
The Company may grant stock options (both Nonqualified Stock Options and
Incentive Stock Options, as defined in the Plan) and restricted stock under the
Plan to Non-Affiliate Directors (as defined in the Plan), key employees,
advisors and consultants (the "Participants"). The Plan also provides for the
automatic grant to Non-Affiliate Directors, at such time as an individual
becomes a Non-Affiliate Director of the Company, of Nonqualified Stock Options
to purchase 5,000 shares of Common Stock at an exercise price per share equal to
100% of the fair market value of the shares on the date of grant. With respect
to the grant of awards under the Plan to persons other than Non-Affiliate
Directors, the Board of Directors, or a committee appointed by the Board of
Directors (in either case, the "Plan Administrators"), will determine persons to
be granted stock options and restricted stock, the amount of stock to be
optioned or granted to each such person, and the terms and conditions of any
stock options and restricted stock. Both Incentive Stock Options and
Nonqualified Stock Options may be granted under the Plan. An Incentive Stock
Option is intended to qualify as an incentive stock option within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). Any
Incentive Stock Option granted under the Plan will have an exercise price of not
less than 100% of the fair market value of the shares on the date on which such
option is granted. With respect to an Incentive Stock Option granted to a
Participant who owns more than 10% of the total combined voting stock of the
Company or any parent or subsidiary of the Company, the exercise price for such
option must be at least 110% of the fair market value of the shares subject to
the option on the date the option is granted. A Nonqualified Stock Option
granted under the Plan (i.e., an option to purchase the Common Stock that does
not meet the Code's requirements for Incentive Stock Options) shall be as
determined by the Plan Administrators. Subject to the terms of the Plan, the
Plan Administrators may award shares of restricted stock to the Participants.
Generally, a restricted stock award will not require the payment of any option
price by the Participant but will call for the transfer of shares to the
Participant subject to forfeiture, without payment of any consideration by the
Company, if the Participant's employment terminates during a "restricted" period
(which must be at least six months) specified in the award of the restricted
stock.

Amendments to the Plan have been submitted for Shareholder approval to (i)
increase the number of shares of Common Stock which may be issued pursuant to
awards granted thereunder to from 1,300,000 to 3,500,000, (ii) increase the
number of options granted to Non-Affiliate Directors from 5,000 (initially) to
10,000 (annually), (iii) grant additional options, on an annual basis, to
Non-Affiliate Directors who serve as Chairman of the Board of the Company, and
as Chairman and/or as a member of a Board committee, and (iv) extend the
exercise period of the date of grants to Non-Affiliate Directors to the earlier
of (A) the earlier of the date which is six years from the date of its grant or
September 19, 2005, or (B) the date which is two years after the date that such
Non-Affiliate Director is no longer serving in such capacity. The proposed
amendments and the features of the Stock Option Plan are described in more
detail under "Proposal No. 3--Amendments to the Stock Option Plan" elsewhere in
this Proxy Statement.

STOCK OPTIONS ISSUED OUTSIDE THE PLAN DURING FISCAL YEAR 1998.

During the fiscal year ended 1998, the Company issued options to purchase an
aggregate of 902,000 shares of Common Stock to employees, Executive Officers and
Directors of the Company and its subsidiaries at exercise prices ranging from
$5.34 to $14.00 per share. On December 31, 1998, in an effort to clear up a
large number of ambiguities in the minutes of Board of Directors meetings and in
order to maintain compliance with the Plan, as well as various financing
documents, 840,000 of these options were rescinded. These ambiguities and
compliance issues included, in certain instances, (i) granting options that had
been granted inside the Plan where there were not a sufficient number of shares
available, (ii) granting options at below market price to Non-Affiliate
Directors within the Plan, contrary to the terms of the Plan, (iii) not
specifying whether the grants were issued inside or outside the Plan, (iv) not
specifying the exercise period for options granted, or (v) issuing options
outside the Plan, which could be considered contrary to the terms of certain of
the Series B documents referenced in Proposal No. 6 below.

Immediately thereafter, the same number of options were issued on December 31,
1998 at an exercise price of $5.75, which was the average of the ten-day closing
market price for the Common Stock for the period from December 16-

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<PAGE>

December 30, 1998. The expiration for the exercise period for these options
range from December 31, 2000 to April 24, 2005. Of the 902,000 options granted
in the fiscal year ended October 31, 1998, 852,000 were vested as of December
31, 1998, 25,000 had been canceled and 25,000 had already been exercised.

OPTION GRANTS DURING FISCAL YEAR 1998

The following table shows all grants during the fiscal year ended October 31,
1998 of stock options to the Named Executive Officers.

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS

POTENTIAL REALIZABLE
% OF TOTAL VALUE AT
OPTIONS ASSUMED ANNUAL RATES
NUMBER OF GRANTED TO MARKET OF STOCK PRICE
SHARES EMPLOYEES EXERCISE OR PRICE ON APPRECIATION
UNDERLYING IN FISCAL BASE PRICE DATE OF EXPIRATION FOR OPTION TERM(3)
NAME OPTIONS(# ) YEAR(1) ($/SH)(2) GRANT DATE 5% ($) 10% ($)
<S> <C> <C> <C> <C> <C> <C> <C>
Frazier L. Gaines 10,000 29% 6.20 7.75 4/24/05 $47,100 $89,000
20,000 11.9375 7.9375 7/3/04 -- 47,600
80,000 14.00 14.00 7/8/00 114,400 235,200
100,000 6.00 11.1875 12/31/00 661,000 813,000

Gideon D. Taylor 10,000 30% 6.20 7.75 4/24/05 47,100 89,000
20,000 11.9375 7.9375 7/3/04 -- 47,600
120,000 14.00 14.00 7/8/00 171,600 352,800
70,000 6.00 11.1875 12/31/00 462,700 569,100

Billy V. Ray, Jr. (4) 10,000 5% 14.00 14.00 7/8/00 14,300 29,400
25,000 7.75 7.75 9/19/05 90,250 215,000

Richard J. Sandulli 10,000 4% 6.20 7.75 4/24/05 47,100 89,000
20,000 11.9375 7.9375 7/3/04 -- 47,600
<FN>
Note: Mr. Robert DuPuis was also granted an option to purchase 125,000 shares
of the Common Stock on August 19, 1998. Because Mr. DuPuis' employment
with the Company was less than two weeks, the Company has not included
a valuation of those options in the above table. At the time of Mr.
DuPuis' separation from the Company, this option had not vested and the
option was forfeited.

(1) The percentage of total options granted to employees is based upon
grants of options to purchase 735,000 shares granted to employees
during the fiscal year ended October 31, 1998.

(2) On December 31, 1998, in an effort to clear up a large number of
ambiguities in the minutes of Board of Directors meetings and in order
to maintain compliance with various debtor documents as well as to keep
the Company in substantial compliance with certain rules of the SEC and
Nasdaq, the Board of Directors rescinded all of the above option
grants, with the exception of the grant to Mr. Ray of 25,000 options
which were canceled pursuant to the Plan, as amended, and reissued new
options in the amounts set forth above at the then fair market value
per share on December 31, 1998, which was $5.75.

(3) The potential realizable values are based upon assumed 5% and 10%
annualized stock price growth rates and are not intended to forecast
future price appreciation of the Common Stock. Actual gains, if any, on
stock option exercises will depend on the amount, if any, by which the
fair market value exceeds the option exercise price on the date the
option is exercised. There is no assurance that the amounts reflected
in this table will be achieved.

-20-

<PAGE>

(4) The option to purchase 25,000 shares of the Common Stock was canceled
in August 1998 pursuant to the 1995 Stock Option Plan, as amended.
</FN>
</TABLE>

OPTION EXERCISES AND PERIOD-END VALUES

The following table provides information on options exercised in the fiscal year
ended October 31, 1998 by the Named Executive Officers, the number of
unexercised options each of them held at October 31, 1998 and the value of the
unexercised "in-the-money" options each of them held as of that date.

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING IN-THE-MONEY OPTIONS
OPTIONS/AT FY END(#)(1) AT FY-END ($)
SHARES VALUE ----------------------- --------------
ACQUIRED ON REALIZED($) EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) UNEXERCISABLE(1) UNEXERCISABLE(2)
<S> <C> <C> <C> <C>
Frazier L. Gaines --- --- 210,000/--- $804,375/---
Gideon D. Taylor --- --- 220,000/--- $585,000/---
Billy V. Ray, Jr. --- --- ---/10,000 ---/---
Richard J. --- --- 30,000/--- $ 73,125/---
Sandulli

<FN>
(1) On December 31, 1998, in an effort to clear up a large number of
ambiguities in the minutes of Board of Director meetings and in order
to maintain compliance with various debtor documents as well as to keep
the Company in substantial compliance with certain rules of the SEC and
Nasdaq, the Board of Directors rescinded all of the above options
grants and reissued new options in the amounts set forth above at the
calculate fair market value per share on December 31, 1998, which was
$5.75.

(2) For those options which were "In-the-Money" at October 31, 1998, the
valuation is based on the closing price of the Common Stock of $7-5/16.
</FN>
</TABLE>

EMPLOYMENT AND CONSULTING AGREEMENTS

BILLY V. RAY, JR., President, Chief Executive Officer and Acting Chief Financial
Officer and Director, is party to an employment agreement, dated December 1,
1998 with the Company (the "Ray Employment Agreement"). The Ray Employment
Agreement terminates on November 30, 2000, and provides that Mr. Ray is to be
paid a salary of $180,000 per year, plus a monthly housing allowance of $1,500
per month and an automobile allowance of $500 per month, plus health insurance
and other benefits. The Ray Employment Agreement may be extended for an
additional two year period. The Ray Employment Agreement also contains a
covenant by Mr. Ray not to compete with the Company for a period of three years
following his employment. The Ray Employment Agreement also provides that if Mr.
Ray's employment is terminated with cause, Mr. Ray would be entitled to 90 days
prior notice. However, should Mr. Ray's employment be terminated without cause,
Mr. Ray would be paid out the remainder of his contract, or for 90 days,
whichever is greater. In addition, the Ray Employment Agreement provides for the
grant of 100,000 options to purchase 100,000 shares of Common Stock, as approved
by the Company's Board of Directors, which vest immediately. On December 31,
1998, the Company's Board of Directors rescinded the above grant of options and
issued new options to purchase 100,000 shares through December 31, 2001 at an
exercise price of $5.75 per share. Effective April 30, 1999, Mr. Ray received a
stock award of 50,000 shares of Common Stock and effective May 7, 1999, his base
salary increased to $240,000 per year, he received a stock award of 50,000
shares of Common Stock and he was granted options to purchase 50,000 shares of
Common Stock at $6.375 per share, one-third of which vested as of May 7, 1999,
one-third vest on May 7, 2000 and one-third vest on May 7, 2001. The exercise
period for the options granted on May 7, 1999 to Mr. Ray commences as of the
date of vesting and continues through the earlier of (i) September 19, 2005 or
(ii) two years from the date Mr. Ray no longer is an employee and/or serves as a
Director of the Company.

-21-

<PAGE>

EDWARD POLLOCK, General Counsel, is party to an employment agreement, dated
January 1, 1999 with the Company (the "Pollock Employment Agreement"). The
Pollock Employment Agreement terminates on December 31, 2000 and provides that
Mr. Pollock is to be paid an initial salary of $10,000 per month for the period
from January 1, 1999 to June 30, 1999, increased to $11,000 per month for the
period from July 1, 1999-December 31, 1999, increased to $12,000 monthly for the
period from January 1, 2000 to June 30, 2000, and increased to $12,500 monthly
for the period from July 1, 2000 to December 31, 2000. In addition, the Pollock
Employment Agreement provides an automobile allowance of $300 per month, plus
health insurance and other benefits. The Pollock Employment Agreement may be
extended for an additional two year period. The Pollock Employment Agreement
also contains a covenant by Mr. Pollock not to compete with the Company for a
period of three years following his employment. The Pollock Employment Agreement
also provides that if Mr. Pollock is terminated with cause, Mr. Pollock would be
entitled to 90 days prior notice. However, should Mr. Pollock's employment be
terminated without cause, Mr. Pollock would be paid out the remainder of his
contract. In addition, the Pollock Employment Agreement provides for the grant
of options to purchase 40,000 shares of Common Stock, as approved by the
Company's Board of Directors, which vest over a three year period (15,000
options vested on January 1, 1999, 15,000 options will vest on January 1, 2000
and 10,000 options will vest on January 2, 2001), unless there is a change in
control/ownership of the Company. Effective May 7, 1999, Mr. Pollock's salary
increased to $150,000 per year and he was granted options to purchase 25,000
shares at $6.375 per share, one-third of which vested as of May 7, 1999,
one-third vest on May 7, 2000 and one-third vest on May 7, 2001. The exercise
period for the options granted on May 7, 1999 to Mr. Pollock commences as of the
date of vesting and continues through the earlier of (i) September 19, 2005 or
(ii) two years from the date Mr. Pollock no longer is an employee of the
Company.

CURTIS A. "BUTCH" DALE, Chief Operating Officer, is party to an employment
agreement, dated August 17, 1998 with the Company (the "Dale Employment
Agreement"). The Dale Employment Agreement terminates on August 16, 2001, and
provides that Mr. Dale is to be paid a salary of $150,000 per year, an
automobile allowance of $500 per month, plus health insurance and other
benefits. The Dale Employment Agreement also contains a covenant by Mr. Dale not
to compete with the Company for a period of one year following his employment.
The Dale Employment Agreement also provides that if Mr. Dale is terminated with
cause that Mr. Dale would be entitled to 90 days prior notice. However, should
Mr. Dale's employment be terminated without cause, Mr. Dale would be paid out
the remainder of his contract, or for 180 days, whichever is greater. In
addition, the Dale Employment Agreement provides for the grant of options to
purchase 100,000 shares of Common Stock, as approved by the Company's Board of
Directors, which vests after one year of employment, or immediately upon either
a change in control/ownership of the Company or Mr. Dale is terminated without
cause. On December 31, 1998, the Company's Board of Directors rescinded the
above grant of options and issued new options to purchase 100,000 shares, which
options are fully vested and are exercisable at $5.75 per share through December
31, 2004.

JESUS G. "JAY" DOMINGUEZ, Chief Accounting Officer, is party to an employment
agreement, dated April 27, 1998 with the Company (the "Dominguez Employment
Agreement"). The Dominguez Employment Agreement terminates on April 26, 2001,
and provides that Mr. Dominguez is to be paid a salary of $125,000 per year,
plus an automobile allowance of $500 per month, plus health insurance and other
benefits. The Dominguez Employment Agreement also contains a covenant by Mr.
Dominguez not to compete with the Company for a period of one year following his
employment. The Dominguez Employment Agreement also provides that if Mr.
Dominguez is terminated with cause that Mr. Dominguez would be entitled to 90
days prior notice. However, should Mr. Dominguez' employment be terminated
without cause, Mr. Dominguez would be paid out the remainder of his annual
contract salary, or for 180 days, whichever is greater. In addition, the
Dominguez Employment Agreement provides for the grant of options to purchase
50,000 shares of Common Stock, as approved by the Company's Board of Directors,
which vests after one year of employment, or immediately upon either a change in
control/ownership of the Company or Mr. Dominguez is terminated without cause.
On December 31, 1998, the Company's Board of Directors rescinded the above grant
of options and issued new options to purchase 50,000 shares at an exercise price
of $5.75 per share through December 31, 2004.

GIDEON D. TAYLOR, Vice President of Special Projects, is party to an employment
agreement, dated December 7, 1998 with the Company (the "Taylor Employment
Agreement"). The Taylor Employment Agreement terminates on June 6,

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<PAGE>

1999 and may be extended for a one year term at the option of the Company, and
provides that Mr. Taylor is to be paid at a rate of $15,000 per month, plus an
automobile allowance of $500 per month, health and life insurance and other
benefits. The Taylor Employment Agreement also provides that the Company will
pay all health and life insurance benefits plus $75,000 per year for the number
of years equal to Mr. Taylor's years of service, subject to a minimum of ten
(10) years, and will be payable beginning at Mr. Taylor's termination date. The
Taylor Employment Agreement also contains a covenant by Mr. Taylor not to
compete with the Company for a period of three years following his employment.
The Taylor Employment Agreement further provides that if Mr. Taylor is
terminated with cause that Mr. Taylor would be entitled to 30 days prior notice.
However, should Mr. Taylor's employment be terminated without cause, which can
only be effected by a majority vote of the Company's Board of Directors, Mr.
Taylor would be paid the remaining balance on his employment contract plus
regular Company health and life benefits, as well as an automobile allowance.
Mr. Taylor's employment agreement has been terminated as of June 6, 1999 and as
a result, Mr. Taylor will be entitled to receive $75,000 per year for a period
of ten years, plus health and life insurance benefits.

FRAZIER L. GAINES, President of ATI, is party to an employment agreement, dated
November 12, 1998 with the Company (the "Gaines Employment Agreement"). The
Gaines Employment Agreement terminates on November 11, 2001, may be extended for
one additional year, allows for a consulting agreement to be signed at the end
of the initial three year term, and provides that Mr. Gaines is to be paid a
salary of $200,000 per year, plus health and life insurance and a monthly
automobile allowance of $500. The Gaines Employment Agreement also provides that
the Company will pay all health and life insurance benefits plus $60,000 per
year for the number of years equal to Mr. Gaines years of service and will be
payable beginning at Mr. Gaines' termination date. The Gaines Employment
Agreement also contains a covenant by Mr. Gaines not to compete with the Company
for a period of three years following his employment. The Gaines' Employment
Agreement also provides that if Mr. Gaines is terminated with cause that Mr.
Gaines would be entitled to 30 days prior notice. However, should Mr. Gaines'
employment be terminated without cause, Mr. Gaines would be paid one-year's
severance plus regular Company health and insurance benefits. $100,000 of this
amount would be payable immediately upon termination with the remainder of the
$100,000 payable within 45 days from termination. In addition, the Gaines
Employment Agreement provides for the grant of options to purchase 100,000
shares of Common Stock, subject to approval by the Company's Board of Directors,
which vest over a three year period, or immediately upon either a change in
control or ownership of the Company. To date, these options have not been
approved by the Company's Board of Directors.

MICHAEL ARP, Financial Vice President, is party to an employment agreement,
dated January 1, 1999 with the Company (the "Arp Employment Agreement"). The Arp
Employment Agreement terminates on December 31, 2000, and provides that Mr. Arp
is to be paid a salary of $12,500 per month, an automobile allowance of $500 per
month, and a housing allowance of $1,000 per month, plus health and life
insurance benefits. The Arp Employment Agreement also provides that if Mr. Arp
is terminated with cause that Mr. Arp would be entitled to 90 days prior notice.
However, should Mr. Arp's employment be terminated without cause, Mr. Arp would
be paid out the remainder of the term of the Arp Employment Agreement. In
addition, the Arp Employment Agreement provides for the grant of options to
purchase 40,000 shares of Common Stock, as approved by the Company's Board of
Directors, of which 20,000 vested as of January 1, 1999, 10,000 vest as of
December 31, 1999 and 10,000 vest as of December 31, 2000, or immediately upon
either a change in control or ownership of the Company. These options terminate
on December 31, 2001. Effective May 7, 1999, Mr. Arp was granted options to
purchase 25,000 shares of Common Stock at $6.375 per share, one-third of which
vested as of May 7, 1999, one-third vest on May 7, 2000 and one-third vest on
May 7, 2001. The exercise period for the options granted on May 7, 1999 to Mr.
Arp commences as of the date of vesting and continues through the earlier of (i)
September 19, 2005 or (ii) two years from the date Mr. Arp is no longer an
employee of the Company.

JAMES E. BRANDS, Senior Executive Vice President, is party to a consulting and
employment agreement, dated March 15, 1999 with the Company (the "Brands
Employment Agreement"). The Brands Employment Agreement terminates on April 5,
2000, which may be extended for an additional two year period. The Brands
Employment Agreement provides that Mr. Brands is to be paid (i) a consulting fee
of $20,000 for the period commencing March 15, 1999 and ending May 15, 1999, and
(ii) a salary of (A) $5,750 for the period between April 2, 1999 to April 30,
1999, (B) $2,500 for the period between May 1, 1999 to May 31, 1999 and (C)
$12,500 per month from June 1, 1999 through May 31, 2000; provided that if
another executive or management employee other than a CEO is hired during the
initial term of

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<PAGE>

the Brands Employment Agreement at a rate of more than $12,500 per month, Mr.
Brands monthly rate shall immediately become the same as such employee. Mr.
Brands is also entitled to an automobile allowance of $500 per month or at the
Company's option, the Company may provide Mr. Brands with a late model Lincoln
Town Car and reimbursement of its operating costs, a housing allowance of $1,500
per month effective August 1, 1999 (and during April 2, 1999 to July 31, 1999,
Mr. Brands will be reimbursed for actual expenses incurred), plus health and
life insurance benefits. In addition, the Brands Employment Agreement provides
for the grant of options to purchase 100,000 shares of Common Stock at $6.375
per share, of which 75,000 vested as of April 5, 1999 and 25,000 will vest on
June 21, 2000 (which options are subject to divestiture if Mr. Brands is not a
Company employee on April 5, 2000). In the event of a change of control or
ownership of the Company, the options will vest immediately. The exercise period
terminates two years from each vesting date.

STACY JENKINS, President of MFSNT, is party to an employment agreement, dated
July 16, 1998 with the Company (the "Jenkins Employment Agreement"). The Jenkins
Employment Agreement terminates on July 15, 2001, and provides that Mr. Jenkins
is to be paid a salary of $200,000 per year, an automobile allowance of $500 per
month, plus health insurance and other benefits. The Jenkins Employment
Agreement also contains a covenant by Mr. Jenkins not to compete with the
Company for a period of two years following his employment. The Jenkins
Employment Agreement also provides that if Mr. Jenkins is terminated with cause
that Mr. Jenkins would be entitled to 30 days prior notice. However, should Mr.
Jenkins' employment be terminated without cause, Mr. Jenkins would be paid out
the remainder of his annual salary contract rate, or for 90 days, whichever is
greater. In addition, the Jenkins Employment Agreement provides for the grant of
options to purchase 100,000 shares of Common Stock, as approved by the Company's
Board of Directors, which vest after one year of employment, or immediately upon
either a change in control or ownership of the Company or Mr. Jenkins is
terminated without cause. On December 31, 1998, the Company's Board of Directors
rescinded the above grant of options and issued new options to purchase 100,000
shares at $5.75 per share through December 31, 2000 or 90 days after termination
of employment, whichever is earlier. Effective May 7, 1999, Mr. Jenkins' base
salary increased to $216,000 per year and he was granted options to purchase
25,000 shares of Common Stock at $6.375 per share, one-third of which vested as
of May 7, 1999, one-third vest on May 7, 2000 and one-third vest on May 7, 2001.
The exercise period for the options granted on May 7, 1999 to Mr. Jenkins
commences as of the date of vesting and continues through the earlier of (i)
September 19, 2005 or (ii) two years from the date Mr. Jenkins no longer is an
employee of the Company.

G. VANCE CARTEE, President of MFS Transportation Systems, Inc., is party to an
employment agreement, dated January 4, 1999 with the Company (the "Cartee
Employment Agreement"). The Cartee Employment Agreement terminates on January 2,
2001, and provides that Mr. Cartee is to be paid a salary of $150,000 per year,
plus insurance and other benefits. The Cartee Employment Agreement also contains
a covenant by Mr. Cartee not to compete with the Company for a period of one
year following his employment. The Cartee Employment Agreement also provides
that if Mr. Cartee is terminated with cause that Mr. Cartee would be entitled to
90 days prior notice. However, should Mr. Cartee's employment be terminated
without cause, Mr. Cartee would be paid out the remainder of his contract, or
for 180 days, whichever is greater. In addition, the Cartee Employment Agreement
provides for the grant of options to purchase 40,000 shares of Common Stock, as
approved by the Company's Board of Directors, which vest on the earlier of
January 1, 2000, or immediately upon either a change in control or ownership of
the Company or at such time as Mr. Cartee is terminated without cause. On
December 31, 1998, the Company's Board of Directors rescinded the above grant of
options and issued new options to purchase 40,000 shares at $5.75 per share, all
of which are fully vested, through December 31, 2001. Effective May 7, 1999, Mr.
Cartee's base salary increased to $162,000 per year and he was also granted
options to purchase 25,000 shares of Common Stock at $6.375 per share, one-third
of which vested as of May 7, 1999, one-third vest on May 7, 2000 and one-third
vest on May 7, 2001. The exercise period for the options granted on May 7, 1999
to Mr. Cartee commences as of the date of vesting and continues through the
earlier of (i) September 19, 2005 or (ii) two years from the date Mr. Cartee no
longer is an employee of the Company.

J. BARRY HALL, President of the Transportation Services Group, which includes
both Transportation Safety Contractors, Inc. ("TSCI") and Georgia Electric
Company, is party to an employment agreement dated October 12, 1996 with TSCI
(the "Hall Employment Agreement"). The Hall Employment Agreement terminates on
October 11, 2001, and provides that Mr. Hall is to be paid a salary of $150,000
per year, plus insurance and other benefits. The Hall Employment

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Agreement also contains a covenant by Mr. Hall not to compete with the Company
for a period of two years following his employment, unless the Company
terminates the Hall Employment Agreement for cause or if Mr. Hall terminates the
agreement with good reason, in which case the non-competition period will
terminate after six (6) months (which period may be extended by the Company up
to one year in exchange for additional compensation). Effective May 7, 1999, Mr.
Hall received a cash bonus of $100,000, based upon compensation that has been
assigned to Mr. Hall from Gerry Hall, a former Chief Executive Officer of the
Company currently under contract, and Mr. J. Barry Hall's brother.

RICHARD A. BOYLE, President of the Patton Management Group, is party to an
employment agreement, dated April 1, 1998 with the Company (the "Boyle
Employment Agreement"). The Boyle Employment Agreement terminates on March 31,
2000, and provides that Mr. Boyle is to be paid a salary of $159,000 per year,
plus insurance and other benefits. The Boyle Employment Agreement also contains
a covenant by Mr. Boyle not to compete with the Company for a period of two
years following his employment. Also, per the terms of the Patton Management
Corporation acquisition, Mr. Boyle's non-competition agreement has been extended
for one additional year. The Boyle Employment Agreement also provides that if
Mr. Boyle is terminated with cause that Mr. Boyle would not be entitled to any
notice. Effective May 7, 1999, Mr. Boyle was granted options to purchase 65,000
shares of Common Stock at $6.375 per share, one-third of which vested as of May
7, 1999, one-third vest on May 7, 2000 and one-third vest on May 7, 2001. The
exercise period for the options granted on May 7, 1999 to Mr. Boyle commences as
of the date of vesting and continues through the earlier of (i) September 19,
2005 or (ii) two years from the date Mr. Boyle is no longer an employee of the
Company.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During the fiscal year ended October 31, 1998, compensation for the Company's
Officers was determined by the Company's Compensation Committee, consisting of
Messrs. C. Frank Swartz, Thomas Davidson and Gideon Taylor, of which Messrs.
Swartz and Davidson are non-employee members of the Board of Directors. Mr.
Taylor was Chairman of the Compensation Committee from November 1, 1997 through
August 18, 1998. On August 18, 1998, Mr. Davidson became the Chairman of the
Company's Compensation Committee. During the year, Mr. Taylor was Chairman of
the Company's Board of Directors and the Company's Chief Administrative Officer.

In April 1998, the Company engaged Washington Equity Partners ("WEP") as an
advisor in connection with the acquisition of the network construction and
transportation systems business of MFSNT, including the financing thereof. At
the time of the engagement, Mr. Davidson, who subsequently became a member of
the Company's Board of Directors and a member of the Compensation Committee, was
Managing Director of WEP. In connection with the engagement, the Company agreed
to pay WEP a fee if the Company consummated the financing of the MFSNT
Acquisition through an investor contacted by WEP. Such fee equaled 2% of the
gross proceeds of any senior indebtedness issued by the Company, 3% of the gross
proceeds of any subordinated indebtedness issued by the Company, and 4% of the
gross proceeds of any equity securities issued by the Company. In addition, the
Company agreed to pay WEP, upon the consummation of the MFSNT Acquisition, a fee
of 2% of the aggregate purchase price paid by the Company for this acquisition
up to $50.0 million, and 1-1/2% of the aggregate purchase price in excess of
$50.0 million. The Company also committed to reimburse WEP for its reasonable
travel and out-of-pocket expenses (up to a maximum of $20,000 without prior
approval) incurred in connection with its engagement. Under the agreement, the
Company agreed to indemnify WEP and its permitted assigns against all losses and
expenses, including reasonable counsel fees and expenses, arising out of the
MFSNT Acquisition or the financing, except any losses or expenses found in a
final judgment by a court of competent jurisdiction to have resulted from WEP's
bad faith, gross negligence or breach of its agreement with the Company. Mr.
Davidson subsequently left his position as Managing Director of WEP in April
1998 and WEP assigned its rights in the agreement to Mr. Davidson, who became a
Director of the Company in August 1998. On October 21, 1998, Mr. Davidson and
the Company executed a letter agreement pursuant to which the Company agreed to
pay Mr. Davidson $1.3 million in satisfaction of amounts owing under the
agreement with WEP with respect to the MFSNT Acquisition and the related
financing. At April 30, 1999, $828,002 of the then obligation to Mr. Davidson
($1,078,000) was converted into 118,286 shares of Common Stock, based upon the
then fair market of the Common Stock of $7.00 per share and during May 1999, the
remaining balance was paid in cash.

On April 24, 1998, to finance part of the non-refundable deposit for the MFSNT
Acquisition, Frazier L. Gaines, the Company's then President and Chief Executive
Officer, and Gideon D. Taylor, the Company's then Chairman of the Board of
Directors, borrowed $5.0 million from a bank which in turn, was lent to the
Company. This loan was secured

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by a pledge of the 1,047,000 shares of Common Stock owned by Messrs. Taylor and
Gaines. On July 2, 1998, to finance an additional non-refundable deposit on the
MFSNT Acquisition purchase price, Messrs. Taylor and Gaines borrowed an
additional $4.2 million which was in turn lent to the Company. This loan was
also secured by a pledge of 1,047,000 shares of Common Stock owned by Messrs.
Taylor and Gaines. On August 17, 1998, the Company repaid both of these loans as
well as agreed to pay Messrs. Taylor and Gaines $25,000 each for interest
related to the loans. On July 8, 1998, Messrs. Taylor and Gaines were granted
two year options to purchase 120,000 and 80,000 shares, respectively, of the
Common Stock, at an exercise price of $14.00 per share, as compensation for
providing the capital necessary to fund the initial deposits required to
consummate the MFSNT Acquisition. On December 31, 1998, these options were
rescinded and new options were granted at an exercise price of $5.75 per share,
the fair market value at December 31, 1998, as defined in the Plan, as amended.
See "Stock Options Issued Outside the Plan During Fiscal Year 1998."

On August 11, 1998, Messrs. Taylor and Gaines each loaned the Company $1.0
million on an unsecured basis to cover certain expenses associated with the
MFSNT Acquisition. These loans were repaid in full on August 17, 1998 and
interest of $2,200 was paid to each Mr. Taylor and to Mr. Gaines.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

On October 12, 1996, the Company acquired all of the issued and outstanding
capital stock of Georgia Electric Company ("GEC"), which prior to the
acquisition was owned equally by brothers Gerry W. and J. Barry Hall
(collectively, the "Halls"). Following the acquisition, Gerry Hall was elected
to the Board of Directors of the Company, and on June 12, 1997, was elected
President and Chief Executive Officer of the Company. Gerry Hall resigned as
President, Chief Executive Officer and a Director of the Company on March 2,
1998. The purchase price for the GEC acquisition was $3.0 million in cash, plus
the issuance at the end of each of the next five fiscal years of a number of
shares of Common Stock to be determined pursuant to a formula contained in the
acquisition agreement by dividing a dollar figure derived from GEC's actual
pre-tax profits and operating margins compared with target profits and margins
for each such fiscal year by a discounted per share price. In the event that GEC
is sold by the Company prior to the end of fiscal year 2001, the Company is
obligated to issue to Gerry Hall and J. Barry Hall a number of shares of Common
Stock having a market value (as determined in accordance with the contract) of
$1.0 million for each year that earn-out consideration remains payable. The GEC
acquisition agreement was amended in February 1998 to increase the percentage
discount applicable to the price of the Common Stock for purposes of determining
the number of shares to be issued with respect to each fiscal year and to limit
the total market value of the shares of Common Stock which could be issued under
the agreement.

In November 1997, a subsidiary of the Company assumed the obligations of Ten-Ray
Utility Construction, Inc. ("Ten-Ray"), a North Carolina corporation, as
contractor under two network construction contracts and paid the costs Ten-Ray
had accrued under the contracts of approximately $0.1 million. On January 30,
1998, the Company purchased from Ten-Ray certain construction equipment used in
connection with the contracts. The purchase price for the equipment was the
satisfaction of Ten-Ray's bank loans secured by the equipment in the amount of
approximately $0.3 million, including principal and interest, which in the
opinion of the executives of the subsidiary, was not more than the fair market
value of the equipment. Billy V. Ray, Jr., then the Company's Chief Financial
Officer and currently, the Company's Chief Executive Officer, President and
Acting Chief Financial Officer, beneficially owned approximately 7.7% of the
voting stock of Ten-Ray and had personally guaranteed the equipment loans to the
bank.

On July 1, 1997, the Company entered into a six month consulting agreement with
Nelles & Associates, Inc. ("NAI"), an international telecommunications
consulting firm founded by Robert C. Nelles, a former Director of the Company.
The consulting agreement provided for NAI to be paid $6,000 per month to provide
consulting services in support of the Company's business activities for eight
days per month and for Mr. Nelles to be granted options to purchase 15,000
shares of Common Stock. On January 1, 1998, the Company entered into a three
month consulting agreement with NAI which provided for NAI to be paid $2,000 per
month to provide consulting services in support of the Company's business
activities for up to three days per month and an hourly fee for additional
services. On March 6, 1998, the Company entered into a four month consulting
agreement with NAI, pursuant to which Mr. Nelles served as the interim Chief
Operating Officer of the Company for which the Company paid him consulting fees
of $12,500 per month,

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provided Mr. Nelles with the use of a leased automobile and reimbursed NAI for
temporary living, travel and related expenses incurred in connection with Mr.
Nelles' performance of services as interim Chief Operating Officer.

The Company entered into a consulting agreement with Tyler Dixon dated January
1, 1999 and effective as of April 1, 1999, whereby Mr. Dixon will serve as a
legal consultant to the Company, will provide the Company with a minimum of 80
hours of legal services per month commencing April 1, 1999 and continuing
through May 31, 2000, and will be compensated at a rate of $16,000 per month.
Mr. Dixon also received options to purchase 40,000 shares of Common Stock at
$6.375 per share, which exercise period commenced on April 1, 1999 and will
terminate two years from the expiration of the consulting agreement or any
extensions or renewals thereof (whichever occurs last). Mr. Dixon is a partner
in the law firm of Raiford Dixon & Thaxton, LLP, which, during fiscal 1998,
received approximately $125,000 in legal fees from the Company. Mr. Dixon was
also the sole officer, director and shareholder of Cotton Communications, Inc.
("Cotton").

On February 17, 1999, in order to facilitate the purchase of (i) 2,785 shares of
Series B Convertible Preferred Stock, par value $.001 ("Series B Preferred
Stock") from the "Palladin Group" and the "RoseGlen Group" (each term as
hereinafter defined in Proposal No. 6 below), acquired in connection with the
"Series B Offering" (as defined in Proposal No. 6 below) and (ii) the
outstanding $10.0 million principal amount of the Company's 12% Senior
Subordinated Notes originally due January 6, 2005 (the "Senior Notes"), the
Company advanced Cotton approximately $32.0 million ("Company Advance"), which
advance accrues interest at 11.5% and matures on November 30, 2000. Immediately
thereafter, Cotton purchased 2,785 shares of Series B Preferred Stock (1,425
shares from the RoseGlen Group for $11.0 million and 1,360 shares from the
Palladin Group for $7.85 million), as well as the Senior Notes.

On March 22, 1999, the Company entered into a termination agreement with Cotton
whereby the Company redeemed the Senior Notes held by Cotton as well as the
2,785 shares of Series B Preferred Stock from Cotton in exchange for the
cancellation of the Company Advance made to Cotton on February 17, 1999. The
Company also assumed Cotton's obligation to acquire 630,000 of the "Series B
Warrants" (as defined in Proposal No. 6 below) at a price of $3.00 per Series B
Warrant. The Senior Notes have since been canceled and the 2,785 shares of
Series B Preferred Stock have been retired. Additionally, the 630,000 Series B
Warrants were purchased by the Company and retired. See Proposal No. 6 for a
discussion of, among other things, the Series B Preferred Stock Offering, the
Company's transactions with Cotton, and the terms of the Series B Preferred
Stock and Series B Warrants.

See also "Compensation Committee Interlocks and Insider Participation" regarding
certain related party transactions between the Company, members of the
Compensation Committee and with Mr. Frazier Gaines, the former President and
Chief Executive Officer of the Company and a former Director of the Company.

Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933 or the Securities Exchange Act
of 1934 that might incorporate future filings, including this Proxy Statement,
in whole or in part, the following Report on Executive Compensation and the
Performance Graph shall not be incorporated by reference into any such filings.

REPORT ON EXECUTIVE COMPENSATION

During the fiscal year ended October 31, 1998, the Compensation Committee was
responsible for setting and approving the salaries, bonuses and other
compensation for the Company's Executive Officers, establishing compensation
programs, and determining the amounts and conditions of all grants of awards
under the Plan.

COMPENSATION OBJECTIVES. The Compensation Committee believes that the objectives
of executive compensation are to attract, motivate and retain highly qualified
executives, to align the interests of these executives with those of the
Shareholders and to motivate Company executives to increase Shareholder value by
improving corporate performance and profitability. To meet these objectives, the
Board of Directors seeks to provide competitive salary levels and compensation
incentives that attract and retain qualified executives, to recognize individual
performance

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<PAGE>

and achievements as well as performance of the Company relative to its peers,
and to encourage ownership of Company stock.

EXECUTIVE SALARIES. Base salaries for executives are determined initially by
evaluating the responsibilities of the position, the experience of the
individual, internal comparability considerations, as appropriate, the
competition in the marketplace for management talent, and the compensation
practices among public companies the size of, or in businesses similar to, the
Company. Salary adjustments are determined and normally made at twelve-month
intervals.

ANNUAL BONUSES. The Company has historically paid bonuses to executives whom the
Board of Directors determines have contributed materially to the Company's
success during the most recently completed fiscal year. The bonuses are intended
to enable the Company's executives to participate in the Company's success as
well as to provide incentives for future performance. Bonus compensation has
typically been determined as a percentage of the executive's salary based upon
the pre-tax net income of the Company as a whole or the subsidiary which employs
the executive.

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER. The compensation of Gerry W. Hall,
former President and Chief Executive Officer of the Company, is fixed pursuant
to the Hall Employment Agreement. The Board of Directors increased Mr. Hall's
annual base salary to $200,000 in connection with his appointment on June 12,
1997 as the Company's President and Chief Executive Officer. The increase was
based upon arm-length negotiations between Mr. Hall and the remaining members of
the Board of Directors. In agreeing to increase Mr. Hall's compensation, the
Board of Directors sought to provide an appropriate incentive to Mr. Hall, who
has extensive experience in the Company's industry by virtue of his former
ownership and management of GEC, to accept an appointment as the Company's Chief
Executive Officer. The Board of Directors believes that Mr. Hall's salary was
appropriate for the chief executive officer of a public company the size of the
Company. See "Summary Compensation Table" for information concerning Mr. Hall's
compensation. Mr. Hall resigned as Chief Executive Officer of the Company on
March 2, 1998 and resumed full-time performance of his duties at GEC pursuant to
the terms of the Hall Employment Agreement. The Board of Directors approved the
payment of a bonus to Mr. Hall of $75,000, based upon the Company's operating
results and strategic accomplishments during the period of Mr. Hall's service as
President and Chief Executive Officer.

Frazier Gaines served as the Chief Executive Officer of the Company from March
1998 through November 1998 (excluding August 19-31, 1998). During the fiscal
year ended October 31, 1998. Mr. Gaines was paid $153,986. Mr. Gaines received
other compensation that is more fully presented in the "Summary of Compensation"
above.

STOCK OPTIONS. The Board of Directors may grant to certain employees of the
Company long-term incentives consisting of non-qualified stock options and
incentive stock options. In order to vary the types of awards that may be
offered, the Board of Directors approved the Plan Amendments, which will
increase the number of shares of stock available for grant under the Stock
Option Plan and will allow for the grant of shares of Common Stock subject to
restrictions. During fiscal year 1998, the Board of Directors approved grants of
stock options to Messrs. Hall, Gaines, Taylor and Ray. See "Executive
Compensation--Option Grants During the Fiscal Year Ended October 31, 1998".

Respectfully Submitted,

Thomas Davidson, Chairman
C. Frank Swartz
Gideon D. Taylor

STOCK PERFORMANCE

The following performance graph compares the cumulative total return on the
Company's Common Stock with the cumulative total return of the companies in the
Standard and Poor's 500 index, the NASDAQ Telecommunications Stocks Index and a
self-determined peer group consisting of Advanced Communications Systems, Inc.,
AmeriLink

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Corp.; ANTEC Corporation; C-Cor Electronics, Inc.; Comtech Telecommunications
Corp.; Dycom Industries, Inc.; Eltrax Systems, Inc.; Internet Communications
Corp.; IPC Information Systems, Inc.; IWL Communications, Inc.;MasTec, Inc.;
NumereX Corp.; Porta Systems Corp.; Tollgrade Communications Corp.; View Tech,
Inc.; and World Access, Inc. In fiscal 1998, due to a change in business
associates with MFSNT, the peer group was changed by adding Lockheed Martin
("Peer Group-New"). The cumulative total return for each of the periods shown in
the performance graph is measured assuming an initial investment of $100 on
October 31, 1993 and assuming dividend reinvestment. No dividends have been paid
on the Common Stock.

COMPARISON OF 12-MONTH CUMULATIVE TOTAL RETURN

Among Able Telcom Holding Corp., the S&P 500 Index, self-determined peer groups
and the NASDAQ Telecommunications Stocks Index

<TABLE>
<CAPTION>
10/31/94 10/31/95 10/31/96 10/31/97 10/31/98
<S> <C> <C> <C> <C> <C>
Able Telcom Holding Corp. 78 59 93 86 79

Peer Group-Old 47 85 175 171 147

Peer Group-New 109 159 216 240 273

S&P 500 104 131 163 215 263

NASDAQ
Telecommunications 84 95 99 145 200
</TABLE>

THE BOARD OF DIRECTORS VOTES "FOR" ELECTING THE SLATE OF SIX DIRECTORS TO
SERVE UNTIL THE 2000 ANNUAL MEETING OF SHAREHOLDERS OR UNTIL THEIR
RESPECTIVE SUCCESSORS ARE ELECTED AND QUALIFIED

PROPOSAL NO. 2:

TO RATIFY AND APPROVE AMENDMENTS TO THE COMPANY'S ARTICLES OF
INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF

(A) COMMON STOCK FROM 25 MILLION TO 100 MILLION

(B) PREFERRED STOCK FROM ONE MILLION TO FIVE MILLION

BACKGROUND

On March 4, 1999, the Board of Directors unanimously adopted a resolution
setting forth proposed amendments (the "Amendments") to the Company's Articles
of Incorporation ("Articles")

1. authorizing amendments to the first paragraph of Article III of the
Articles to increase the number of authorized shares of

o Common Stock, par value $.001, from 25 million shares to 100
million shares;

o Preferred Stock, par value $.10 ("Preferred Stock") from one
million shares to five million shares; and

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<PAGE>

2. directing that the Amendments be submitted to the Shareholders for
their review, adoption and approval at the Company's 1999 Annual Meeting of
Shareholders.

As of the Record Date, there were

o 25 million shares of Common Stock authorized, of which
11,935,712 shares of Common Stock were issued and outstanding,
and

o one million shares of Preferred Stock authorized, of which

--1,200 shares have been designated as Series A Convertible
Preferred Stock ("Series A Preferred Stock"), of which no
shares remain issued and outstanding, and

--4,000 shares have been designated as Series B Convertible
Preferred Stock ("Series B Preferred Stock"), of which 779
shares remain issued and outstanding.

THE COMMON STOCK

Holders of Common Stock are entitled to one vote for each share held on all
matters submitted to a vote of Shareholders and do not have cumulative voting
rights. Accordingly, holders of a majority of the shares of Common Stock, whom
are entitled to vote in any election of directors, may elect all of the
directors standing for election. Holders of Common Stock are entitled to receive
ratably such dividends, if any, as may be declared by the Board of Directors out
of funds legally available therefor, subject to any preferential dividend rights
of any outstanding Preferred Stock. Upon the liquidation, dissolution or winding
up of the Company, the holders of Common Stock are entitled to receive ratably
the net assets of the Company available after the payment of all debts and other
liabilities and subject to the prior rights of any outstanding Preferred Stock.
Holders of Common Stock have no pre-emptive, subscription, redemption or
conversion rights. The outstanding shares of Common Stock are, when issued and
paid for, fully paid and non-assessable. The rights, preferences and privileges
of holders of Common Stock are subject to, and may be adversely affected by, the
rights of the holders of shares of any series of Preferred Stock which the
Company may designate and issue in the future.

THE PREFERRED STOCK

Currently, the Board of Directors has the authority, without further action of
the Shareholders of the Company, to issue up to an aggregate of one million
shares of Preferred Stock in one or more series and to fix or alter the
designations, preferences, rights and any qualifications, limitations or
restrictions of the shares of each such series thereof, including the dividend
rights, dividend rates, conversion rights, voting rights, terms of redemption
(including sinking fund provisions), redemption price or prices, liquidation
preferences and the number of shares constituting any series or the designation
of such series.

The Board of Directors, without Shareholder approval, can issue Preferred Stock
with voting and conversion rights that could adversely affect the voting power
of holders of Common Stock. The issuance of Preferred Stock may have the effect
of delaying, deferring or preventing a change in control of the Company. For a
description of the terms of the Series B Preferred Stock, see Proposal No. 6.

EFFECT OF THE INCREASE IN AUTHORIZED SHARES

Each of the additional authorized shares of Common Stock will have the same
rights and privileges as the currently authorized Common Stock. The additional
authorized Preferred Stock may be issued by resolutions of a majority of the
Board of Directors of the Company in one or more series with such designations,
powers, preferences and rights, including without limitation, dividend rights,
conversion rights, voting rights, redemption terms and liquidation preferences
and such qualifications and limitations as the Board of Directors shall
determine. Assuming the

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Amendments are approved, no further Shareholder approval is required for the
issuance of authorized Common Stock or Preferred Stock.

REASONS FOR INCREASING THE NUMBER OF AUTHORIZED SHARES

Of the 25 million shares of Common Stock currently authorized for issuance under
the Articles, as of the Record Date there were 11,935,712 shares of Common Stock
issued and outstanding. As of June 21, 1999, there were 7,582,754 additional
shares which should be reserved. These additional shares are comprised of the
following:

o 2,664,117 shares underlying outstanding options,

o 2,000,000 shares underlying the WorldCom Option described in
Proposal No. 5 (assuming Shareholder approval of Proposal No. 5),

o 111,000 shares underlying the WorldCom Equity Award described
in Proposal No. 5 (assuming Shareholder approval of Proposal No. 5),

o 1,780,932 shares of Common Stock described in Proposal No. 6
(which represents 200% of the shares underlying the Series B Preferred
Stock, as required under the terms of the Series B Preferred Stock or
890,466 shares that would could be issued, and assuming Shareholder
approval of Proposal No. 6),

o 555,000 shares of Common Stock described in Proposal No. 6
(which represents 150% of the shares of Common Stock underlying the
remaining outstanding warrants issued in connection with the Series B
Offering described in Proposal No. 6 or 370,000 shares),

o 409,505 shares underlying warrants issued in connection with
the Company's "Senior Notes," as defined in Proposal No. 6, which
Senior Notes have since been canceled, and

o 62,200 shares underlying warrants issued in connection with
the Company's Series A Preferred Stock (the Series A Preferred Stock
has all been converted and none remain outstanding).

Increasing the number of authorized shares of Common Stock as well as Preferred
Stock will allow the Company's Board of Directors to have the flexibility to act
promptly to meet future business needs as such needs arise. Sufficient shares
should be readily available for general corporate purposes, including for
maintaining the Company's financial and capital raising flexibility, in the
event of stock splits or stock dividends, for acquisitions and mergers, in
connection with employee benefit plans and for other proper business purposes.
Additionally, by increasing the number of authorized shares of Common Stock from
25 million to 100 million, the Company will have more than a sufficient number
of shares in the event that the Common Stock price drops to approximately $0.50
per share or less and all derivative securities are converted or exercised, as
well as to meet its contractual obligations to the holders of the Series B
Securities.

The Amendments will also authorize an increase in the number of authorized
shares of Preferred Stock from one million shares to five million shares, on
terms which may be fixed by the Board of Directors without further Shareholder
action. The Articles currently authorize 1,000,000 shares of Preferred Stock. As
of the Record Date,

o 1,200 shares have been designated as Series A Preferred Stock,
none of which remain issued or outstanding, and

o 4,000 shares have been designated as Series B Preferred Stock,
of which 779 shares remain issued and outstanding.

The terms of any series of Preferred Stock, which may include priority claims to
assets and dividends and special voting rights, could adversely affect the
rights of holders of the Common Stock. The Company has no present plans to issue
any additional shares of Preferred Stock.

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Furthermore, by having additional shares readily available, the Board of
Directors will be able to act expeditiously without spending the time and
incurring the expense of soliciting proxies and holding additional special
Shareholders' meetings. The Board, however, may issue additional shares of
Common Stock and Preferred Stock without action on the part of the Shareholders
only if the action is permissible under Florida law, and the rules of the
exchange on which the Common Stock is listed (currently the Nasdaq National
Market System). There are no additional costs or expenses due to the State of
Florida, where the Company is incorporated, as a result of the increase in
authorized shares, other than the costs associated with the filing of an
Amendment to the Company's Articles of Incorporation.

Moreover, the additional authorized shares of Common Stock and Preferred Stock
may be used to discourage persons from attempting to gain control of the Company
by diluting the voting power of shares then outstanding or increasing the voting
power of persons who would support the Board of Directors in opposing a takeover
bid or a solicitation in opposition to management. These shares could also be
used by the Board of Directors in a public or a private sale, merger or similar
transaction by increasing the number of outstanding shares and thereby diluting
the equity interest and voting power of a party attempting to obtain control of
the Company. The Company is not currently aware of any effort to obtain control
of the Company and has no plans to use the new shares for purposes of
discouraging any such effort. Similarly, the Company has no present plans,
agreements, commitments or understandings to issue or use these proposed
additional shares of Common Stock or Preferred Stock in connection with any
acquisitions, financing transactions, or other corporate transactions, however,
it may do so in the foreseeable future. The Shareholders may vote separately to
increase the number of authorized shares of (i) Common Stock and (ii) Preferred
Stock.

If Proposal 2(A) only described in this Proposal is approved, the first
paragraph of Article III of the Articles of Incorporation will read as follows:

ARTICLE III

The number of shares of stock that this Corporation is authorized to
have outstanding at any one time is:

ONE HUNDRED AND FIVE MILLION (105,000,000) SHARES CONSISTING
OF ONE HUNDRED MILLION (100,000,000) SHARES OF COMMON STOCK
HAVING A PAR VALUE OF ONE TENTH OF A CENT ($.001) PER SHARE
AND FIVE MILLION (5,000,000) SHARES OF PREFERRED STOCK HAVING
A PAR VALUE OF TEN CENTS ($.10) PER SHARE.

If Proposal 2(B) only described in this Proposal is approved, the first
paragraph of Article III of the Articles of Incorporation will read as follows:

ARTICLE III

The number of shares of stock that this Corporation is authorized to
have outstanding at any one time is:

THIRTY MILLION (30,000,000) SHARES CONSISTING OF TWENTY FIVE
MILLION (25,000,000) SHARES OF COMMON STOCK HAVING A PAR VALUE
OF ONE TENTH OF A CENT ($.001) PER SHARE AND ONE MILLION
(1,000,000) SHARES OF PREFERRED STOCK HAVING A PAR VALUE OF
TEN CENTS ($.10) PER SHARE.

If Shareholder approval is obtained for either Proposal 2(A) or Proposal 2(B) or
both Proposals, the Amendments become effective once the Amendment is filed with
Secretary of State of the State of Florida, which is expected to occur as soon
as possible after the Shareholders approve the Amendment.

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THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" APPROVING
AMENDMENTS TO THE COMPANY'S ARTICLES OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF

(A) COMMON STOCK FROM 25 MILLION TO 100 MILLION

(B) PREFERRED STOCK FROM ONE MILLION TO FIVE MILLION

PROPOSAL NO 3:

TO AMEND ABLE'S 1995 STOCK OPTION PLAN TO:

(A) INCREASE THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE FROM 1,300,000 TO
3,500,000

(B) MODIFY CERTAIN TERMS OF THE GRANTS OF OPTIONS TO NON-AFFILIATE DIRECTORS
WHICH INCLUDE:

(I) INCREASING THE NUMBER OF OPTIONS GRANTED TO NON-AFFILIATE
DIRECTORS FROM 5,000 (INITIALLY) TO 10,000 (ANNUALLY),

(II) GRANTING ADDITIONAL OPTIONS ON AN ANNUAL BASIS TO
NON-AFFILIATE DIRECTORS WHO SERVE AS CHAIRMAN OF THE BOARD OF
THE COMPANY, AND AS CHAIRMAN AND/OR AS MEMBER OF A BOARD
COMMITTEE, AND

(III) EXTENDING THE EXERCISE PERIOD OF THE DATE OF GRANTS TO
NON-AFFILIATE DIRECTORS TO THE EARLIER OF (A) THE EARLIER OF
THE DATE WHICH IS SIX YEARS FROM THE DATE OF ITS GRANT OR
SEPTEMBER 19, 2005, OR (B) THE DATE WHICH IS TWO YEARS AFTER
THE DATE THAT SUCH NON-AFFILIATE DIRECTOR IS NO LONGER SERVING
IN SUCH CAPACITY.

BACKGROUND

The Company is seeking Shareholder approval to amend Able's 1995 Stock Option
Plan, as amended (the "Plan"), to:

(A) increase the maximum number of options and underlying shares of
Common Stock available for issuance under the Plan from 1,300,000
shares to 3,500,000 shares; and

(B) modify certain of the terms of the initial grant of options to
Non-Affiliate Directors, which include:

(i) increasing the initial grant of non-qualified stock
options to Non-Affiliate Directors from 5,000 shares of Common
Stock to an annual grant of 10,000 shares of Common Stock,
whether or not such Non-Affiliate Directors have previously
been granted any other option by the Company, which options
shall vest one year from the date of such appointment,
election or re-election,

(ii) granting additional options to Non-Affiliate Directors
upon such Non-Affiliate Director's election, re-election or
appointment, as the case may be, who serve in the capacity
described below:

POSITION NUMBER OF OPTIONS
Chairman of the Board of Directors 5,000
Audit Committee Chairman 2,000

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Audit Committee Member 1,000
Compensation Committee Chairman 2,000
Compensation Committee Member 1,000
Nominating Committee Chairman 2,000
Nominating Committee Member 1,000

which grant of options shall vest one year from the date of
grant so long as such Non-Affiliate Directors are acting in
such capacities as of such vesting date(s),

(iii) extending the expiration of the term of such options
described in (A) and (B) above to the earlier of (I) the
earlier of six years or September 19, 2005, or (II) two years
(as opposed to the current 30 days) after the date such
Non-Affiliate Director no longer is serving in such capacity
described above.

The amendments described above were adopted by the Board on March 5, 1999 (as to
Proposal 3(A) and Proposal 3(B)(iii) described above) and on May 7, 1999 (as to
Proposal 3(B)(i) and 3(B)(ii) described above). Adoption of these amendments
are subject to Shareholder approval at the Annual Meeting. Below is a summary of
all material information relating to Proposal No. 3(A) and 3(B). Before deciding
how to vote, Shareholders should review the full text of the Plan, which is
attached to these Proxy Materials as Appendix A. The proposed amendments
described in Proposal 3(A) are highlighted in Section 3 of the Plan and those
proposed amendments described in Proposal 3(B) are highlighted in Section 7 of
the Plan.

For the year ended October 31, 1998, in addition to the options granted under
the Plan, the Company has also granted options outside the Plan to employees and
Non-Affiliate Directors totaling 160,000 options underlying the Common Stock, as
well as 150,000 options underlying the Common Stock for employees of the
Company's subsidiaries acquired in connection with the MFSNT Acquisition.
Subsequent to October 31, 1998 through May 17, 1999, an additional 1,050,000
options (net of December 31, 1998 rescissions) were reserved for employees of
the Company's subsidiaries acquired in connection with the MFSNT Acquisition,
substantially all of which have been granted, and 365,000 options were granted
(net of the December 31, 1998 rescissions) to employees and Non-Affiliate
Directors.

HOW MANY SHARES OF COMMON STOCK ARE CURRENTLY AVAILABLE UNDER THE PLAN?

Under the Plan, stock options to purchase an aggregate of not more than
1,300,000 shares of Common Stock, subject to certain adjustments to reflect
changes in Able's corporate structure or shares of Able, may be granted from
time to time to employees of, and consultants and advisors to, Able and its
affiliates, and directors who are neither officers nor employees of Able or its
affiliates. In general, if stock options are for any reason canceled, or expire
or terminate unexercised, the shares covered by such options will again be
available for the grant of options. No options may be granted under the Plan
after September 19, 2005.

WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?

All employees, Non-Affiliate Directors who do not own more than 5% of any class
of Able's outstanding capital stock, consultants or advisors of Able and its
affiliates are eligible to participate in the Plan.

WHO ADMINISTERS THE PLAN?

Able's Board of Directors administers the Plan (the "Plan Administrators"). The
Plan Administrators select those persons who are eligible for awards, determine
the types of awards and the number of shares subject to the awards, and set
forth the terms and conditions of the awards. The Plan Administrators are also
authorized to interpret the Plan, establish, amend and rescind any rules and
regulations relating to the Plan, and make all other determinations which are
necessary for the administration of the Plan. The Board may amend, revise or
terminate the terms of the Plan or any part thereof without further action of
the Shareholders; provided, however, that certain material modifications
affecting

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the Plan as described in Section 12 (Amendments) of the Plan must be approved by
the Shareholders, which modifications include

o increasing the aggregate number of shares reserved for
issuance under the Plan,

o changing the class of individuals eligible to receive options
under the Plan,

o extending the maximum period during which any option may be
granted or exercised;

o reducing the option price per share below fair market value,
or

o extending the term of the Plan.

Additionally, any change in the Plan that may impair any option or deprive any
optionee of shares that may have been granted under the Plan requires the
consent of the optionee and is also subject to Shareholder approval.

WHY IS THE COMPANY PROPOSING TO INCREASE THE NUMBER OF AUTHORIZED SHARES UNDER
THE PLAN?

Of the 1,300,000 shares of Common Stock authorized for issuance under the Plan,
as of May 17, 1999, there were only 13,850 shares that remain unissued and
unreserved. The Board believes this number of shares is insufficient to
adequately serve the purposes and objectives of the Plan. The proposed
amendments increase the number of shares of Common Stock authorized for issuance
under the Plan by 2,200,000 shares. The Company believes that the increase in
the number of shares is necessary in order to ensure that Able will have a
sufficient reserve of Common Stock under the Plan to continue to attract, retain
and motivate key individuals essential to Able's long-term growth and success.
The availability of additional shares under the Plan also serves to encourage
qualified persons to seek and accept employment with Able.

WHY IS THE COMPANY PROPOSING TO INCREASE THE NUMBER OF OPTIONS GRANTED TO
NON-AFFILIATE DIRECTORS UNDER THE PLAN?

The Board of Directors believes that in order to attract highly qualified,
well-respected Non-Affiliate Directors to its Board, it is necessary to grant
non-qualified stock options ("NQSO's") to purchase 10,000 shares of Common Stock
in the Company (an increase of 5,000 options currently granted pursuant to the
Plan). As a result, the Board of Directors has proposed modifying Section 7(a)
of the Plan from an initial grant of an NQSO to purchase 5,000 shares of Common
Stock to an annual grant to purchase 10,000 shares. Currently, the 5,000 options
granted to Non-Affiliate Directors under the Plan vest immediately. However, in
order to encourage Non-Affiliate Directors to remain members of the Board, once
appointed, elected or re-elected, as applicable and to stand for re-election,
the options will now be granted on the date such Non-Affiliate Directors are
appointed, elected or re-elected, as the case may be, but the options will vest
one year from the date of grant, so long as the Non-Affiliate Directors serve in
such capacity as of the vesting date.

The Board of Directors is also seeking Shareholder approval to grant, on an
annual basis, additional options to Non-Affiliate Directors under the Plan who
serve in the following capacities as (i) Chairman of the Board of Directors of
the Company (5,000 options); (ii) Chairman of the Audit, Compensation and/or
Nominating Committee (2,000 options for each Chairman and membership so held),
and/or (iii) as members of the Audit, Compensation and/or Nominating Committee
(1,000 options for each membership so held, if not a Chairman). These options
will be granted on the date such Non-Affiliate Directors are appointed in such
capacities, but the options will vest one year from the date of grant, so long
as the Non-Affiliate Directors serve in such capacity as of the vesting date.
The Board of Directors believes that the grant of these options will encourage
Non-Affiliate Directors to take a leadership role with other Board members and
to actively participate as Board committee members.

WHY IS THE COMPANY PROPOSING TO EXTEND THE EXPIRATION OF THE EXERCISE PERIOD OF
OPTIONS GRANTED TO NON-AFFILIATE DIRECTORS UNDER THE PLAN?

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The expiration of the option term is currently the earlier of (i) the earlier of
the date which is six years from the date of its grant or September 19, 2005, or
(ii) the date which is 30 days after the date that such Non-Affiliate Director
shall no longer serve as a member of the Board, or as Chairman, or as a Chairman
or a member of a committee, as applicable. The Board of Directors is proposing
to extend the expiration of the option term to the earlier of (i) the earlier of
the date which is six years from the date of its grant or September 19, 2005, or
(ii) the date which is two years after the date that such Non-Affiliate Director
shall no longer serves in such capacity. By extending the term, Non-Affiliate
Directors will have more time to exercise their options, which in turn, could
result in additional cash to the Company upon such exercise(s).

WHAT TYPE OF AWARDS MAY BE GRANTED UNDER THE PLAN?

The awards granted under the Plan may be either (i) stock options, which may be
either options which qualify as "incentive stock options" ("ISOs") designed to
meet the requirements of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"), or options which do not so qualify (NQSOs), and (ii)
restricted stock.

WHAT ARE THE DETAILS OF THE STOCK OPTIONS UNDER THE PLAN?

Stock options intended to be ISOs may be granted to employees and to options
intended to be NQSO's may be granted, to directors who are neither officers nor
employees of the Company, consultants and other persons who provide services to
Able and its affiliates. The Plan Administrators determine the purchase price of
each share of Common Stock purchasable under any ISO at the date of grant,
however, the purchase price cannot be less than 100% of the fair market value of
Common Stock on the date the option is granted. The purchase price per share of
Common Stock purchasable under any NQSO will be determined by the Plan
Administrators.

Non-Affiliate Directors may receive nondiscretionary grants of NQSOs under the
Stock Option Plan in accordance with the terms thereof. The Plan currently
provides that non-employee director will receive a grant of an option to
purchase 5,000 shares of Common Stock as of the date he or she begins service as
a director on the Board at an exercise price equal to 100% of the fair market
value of Able's Common Stock on the date the option is granted. The proposal
seeks to change this provision such that each Director, at the completion of
each year's Annual Meeting, would receive an option to purchase 10,000 shares.

Options will vest and become exercisable only after the non-employee director
has served as a Director of Able for at least one year; provided, however, that
the option will not vest if the non-employee director fails to attend at least
60% of all Board meetings and meetings of committees of which he or she is a
member, which take place between the date of grant and the first anniversary of
the date of grant.

DO OPTIONEES UNDER THE PLAN HAVE SHAREHOLDER RIGHTS?

Optionees have shareholder rights (E.G., right to vote and receive dividends)
when they exercise their options and receive shares of Common Stock.

WHEN DO THE STOCK OPTIONS UNDER THE PLAN EXPIRE?

Each stock option expires and is no longer exercisable on such dates as the Plan
Administrators determine when the options are granted. Any NQSO granted to a
non-employee Director currently expires on the earlier of

o the earlier of six years from the date the option is granted,
or September 19, 2005, or

o 30 days after the optionee no longer serves as a member of the
Board. Stock options can also be terminated under certain circumstances
following a "Change of Control" (as set forth below).

Approval of Proposal No. 3(B) would extend the 30 days to two (2) years.

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WHAT ARE THE DETAILS OF AWARDS OF COMMON STOCK UNDER THE PLAN?

The Plan Administrators may grant awards to employees consisting of shares of
Common Stock, which may be subject to such restrictions and on such terms and
conditions as the Plan Administrators may determine, including the time period
over which such shares will become vested, the date or dates as of which the
risk of forfeiture of the shares will lapse, the establishment of conditions for
the lapse or termination of the risk of forfeiture other than the expiration of
the vesting period, and the circumstances under which vesting requirements will
be waived or accelerated.

Upon the award of Common Stock, the recipient has all rights of a Shareholder
with respect to the shares, including, without limitation, the right to receive
dividends, the right to vote such shares and, subject to and conditioned upon
the full vesting of the shares of restricted stock, the right to tender such
shares.

ARE AWARDS UNDER THE PLAN ASSIGNABLE?

Awards may not be sold, assigned, transferred, pledged or otherwise encumbered,
except by will or by the laws of descent and distribution. Each stock option is
exercisable during the optionee's lifetime and only by the optionee.

WHAT HAPPENS UNDER THE PLAN IF THERE IS A CHANGE IN ABLE'S CORPORATE STRUCTURE?

If Able's corporate structure changes or if there is a change in Able's shares
(i.e., a recapitalization, stock split, reverse stock split, consolidation,
rights offering, stock dividend, reorganization or liquidation), the Plan
Administrators will make such substitution or adjustment in the number or class
of shares which may be distributed under the Plan and in the number, class and
option price or other price of shares subject to the outstanding awards under
the Plan in order to maintain the purpose of the original grant.

WHAT HAPPENS TO THE OPTIONS UNDER THE PLAN UPON A CHANGE OF CONTROL OF ABLE?

A Change of Control occurs from the dissolution or liquidation of Able, or a
reorganization, merger or consolidation of Able with one or more corporations
where Able is not the surviving entity, or a transfer of substantially all of
Able's property or more than 80% of Able's then outstanding shares to another
corporation not controlled by Able's Shareholders. Upon a Change of Control, the
Plan and any outstanding options will be terminated unless provision is made in
connection with such transaction for the assumption and continuation of the Plan
and the options or the substitution of new options covering the shares of a
successor corporation, and all vesting requirements, risks of forfeiture and
other restrictions shall lapse and terminate. If no such provision is made, Able
will give all option holders advance written notice of the Change of Control,
all options will become fully exercisable and the option holders will then have
30 days to exercise their options.

WHAT ARE THE FEDERAL INCOME TAX ASPECTS OF THE STOCK OPTIONS?

Incentive Stock Options ("ISOs").

The following is a summary of the federal income tax consequences generally
arising with respect to stock options granted and to be granted under the Plan.
The grant and exercise of an ISO generally results in no taxable income to the
participant and no income tax deduction for Able; it does not set forth any
state or local income tax or estate tax consequences that may be applicable. If
the participant holds the shares acquired upon exercise of an ISO for at least
two years from the date of the grant of the ISO and at least one year from the
date of exercise, the participant will recognize long-term capital gain or loss
upon a subsequent sale of the shares based upon the difference between the sale
proceeds and the fair market value of the shares on the exercise date and no
deduction would be allowed to Able for federal income tax purposes. If the
participant disposes of the shares acquired upon exercise of an ISO within
either of the holding periods described above, the participant will generally
recognize as ordinary income an amount equal to the lesser of

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o the fair market value of Able's Common Stock on the date of
exercise over the exercise price, or

o the amount realized upon disposition over the exercise price.

In such event, Able generally will be entitled to an income tax deduction equal
to the amount recognized as ordinary income. Any gain in excess of such amount
realized by the participant as ordinary income would be taxed at the rates
applicable to short-term or long-term capital gains, depending on the holding
period.

Nonqualified Stock Options ("NQSOs").

The grant of an NQSO has no tax consequences to the Company or to the
participant, unless such option has a readily ascertainable fair market value
(as determined under applicable tax law at the time of grant). Upon exercise of
an NQSO, however, the participant generally will recognize ordinary income in
the amount of the excess of the fair market value on the date of exercise of the
shares of Common Stock acquired over the exercise price, and such amount will be
deductible for federal income tax purposes by Able. The holder of such shares
will, upon a subsequent disposition of the shares, recognize short-term or
long-term capital gain or loss, depending on the holding period of the shares.

All Stock Options

With regard to both ISOs and NQSOs, the following material federal income tax
consequences also apply:

o any Officers or Directors of Able subject to Section 16(b) of
the Exchange Act may be subject to special tax rules regarding the
income tax consequences concerning their NQSOs;

o any entitlement to a tax deduction on the part of Able is
subject to the applicable tax rules (including, without limitation,
Section 162(m) of the Code regarding a $1 million limitation on
deductible compensation);

o in the event that the exercisability or vesting of any award
is accelerated because of a Change of Control, payments relating to the
awards (or a portion thereof), either alone or together with certain
other payments, may constitute parachute payments under Section 280G of
the Code, which excess amounts may be subject to excise taxes; and

o the exercise of an ISO may have implications in the
computation of alternative minimum taxable income.

In general, Section 162(m) of the Code denies a publicly held corporation a
deduction for federal income tax purposes for compensation in excess of $1.0
million per year per person to its chief executive officer and the four other
officers whose compensation is disclosed in its proxy statement, subject to
certain exceptions. Stock options will generally qualify under one of these if
they are granted under a plan that states the maximum number of shares with
respect to which options may be granted to any recipient during a specified
period and the exercise price is no less than fair market value at the time of
grant and the plan under which the options are granted is approved by
Shareholders and is administered by a compensation committee comprised of
outside directors. The Plan is not intended to comply with Section 162(m) of the
Code.

The Plan is not subject to any of the requirements of the Employee Retirement
Income Security Act of 1974, as amended. The Plan is not, nor is it intended to
be, qualified under Section 401(a) of the Code.

MAY SHAREHOLDERS VOTE SEPARATELY ON PROPOSAL NO. 3(A) AND PROPOSAL NO. 3(B)?

Yes, Shareholders may vote separately on Proposal No. 3(A) and Proposal No.
3(B).

WHAT BENEFIT WILL NON-AFFILIATE DIRECTORS RECEIVE IF THIS PROPOSAL IS APPROVED?

On March 5, 1999 and on May 7, 1999, the members of the Board of Directors
adopted the amendments to the Plan described in Proposal No. 3(A) and Proposal
3(B). However, because C. Frank Swartz, Chairman of the Board of Directors, and
Alec McLarty, a Director, were the only Non-Affiliate Directors at the time of
such meetings, each abstained from voting on any matters related to Proposal
3(A) and 3(B) relating to Non-Affiliate Directors. While

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neither Mr. McLarty nor Mr. Swartz voted to adopt the amendments to the Plan
relating to Non-Affiliate Directors, because they are members of the Board of
Directors, which is recommending approval of Proposal 3(A) and 3(B), such
recommendations in favor of these proposals may be deemed conflicts of interest
since Shareholder approval would result in a personal benefit to each of them.
However, none of the options granted to any of the Non-Affiliate Directors are
on stated terms more favorable than stated terms applicable to other
participants (who are not Non-Affiliated Directors) in the Plan,.

WHAT IS THE BOARD'S RECOMMENDATION?

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" AMENDING THE
COMPANY'S STOCK OPTION PLAN TO

(A) INCREASE THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE FROM 1,300,000 TO
3,500,000

(B) MODIFY CERTAIN TERMS OF THE GRANTS OF OPTIONS TO NON-AFFILIATE DIRECTORS
WHICH INCLUDE:

(I) INCREASING THE NUMBER OF OPTIONS GRANTED TO NON-AFFILIATE
DIRECTORS FROM 5,000 (INITIALLY) TO 10,000 (ANNUALLY),

(II) GRANTING ADDITIONAL OPTIONS ON AN ANNUAL BASIS TO
NON-AFFILIATE DIRECTORS WHO SERVE AS CHAIRMAN OF THE BOARD OF
THE COMPANY, AND AS CHAIRMAN AND/OR AS MEMBER OF A BOARD
COMMITTEE, AND

NASDAQ MARKETPLACE RULE 4460(i)

Proposals No. 4 through 6 below have been submitted for Shareholder approval
pursuant to certain rules and regulations, including Nasdaq Marketplace Rule
4460(i) ("Rule 4460(i)"), which is one of several non-quantitative designation
criteria described in Rule 4460 and required of a Nasdaq National Market ("NNM")
issuer, such as the Company. Rule 4460(i) sets forth the criteria when
Shareholder approval is required.

The other non-quantitative designation criteria for NNM issuers include, among
other things,

o distributing annual and interim reports,

o making available copies of shareholder and financial reports,

o maintaining a minimum of two independent directors,

o establishing and maintaining an audit committee, a majority of
which shall be independent directors,

o holding an annual shareholders meeting,

o soliciting proxies and providing proxy statements for all
shareholder meetings,

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o conducting an appropriate review of all related party
transactions, and

o being audited by an independent public accountant.

Each NNM issuer is required to obtain Shareholder approval pursuant to Rule
4460(i) in the following circumstances:

(A) when a stock option plan or other arrangement is made whereby stock may
be acquired by officers or directors, with certain exceptions including, among
others:

--for warrants or rights issued generally to security holders of a
company or broadly based plans or arrangements including other
employees such as Employee Stock Option Plans, or

--if the arrangement or plan does not exceed the lesser of (i) 1% of
the number of shares of Common Stock, (ii) 1% of the voting power
outstanding, or (iii) 25,000 shares.

(B) when the issuance will result in a change of control;

(C) in connection with acquiring stock or assets of another company if
where, due to the present or potential issuance of common stock, or securities
convertible into or exercisable for common stock, other than a public offering
for cash including, among other things:

--the common stock has or will have upon issuance voting power equal to
or in excess of 20% of the voting power outstanding before the issuance
of stock or securities convertible into or exercisable for common
stock; or

--the number of shares of common stock to be issued is or will be equal
to or in excess of 20% of the number of shares of common stock
outstanding before the issuance of the stock or securities.

(D) in connection with a transaction other than a public offering involving
the sale or issuance of common stock (or securities convertible into or
exercisable for common stock) either

--at a price less than the greater of book or market value which
together with the sales by officers, directors or substantial
shareholders of a company equals 20% or more of common stock or 20% or
more of the voting power outstanding before the issuance; or

--equal to 20% or more of the common stock or 20% or more of the voting
power outstanding before the issuance for less than the greater of book
or market value of the stock.

Shareholder approval is required prior to the issuance of designated securities
under paragraphs (B), (C), and (D) above. Proposal No. 4 below is being
submitted for Shareholder approval pursuant to paragraph (A) above, Proposal No.
5 is being submitted pursuant to paragraph (C) above and Proposal No. 6 is being
submitted pursuant to paragraphs (C) and (D) above and remotely, pursuant to
paragraph (B) above. As of May 17, 1999, assuming Shareholder approval of
Proposal Nos. 5 and 6, if (i) the WorldCom Equity Awards described in Proposal
No. 5 were exercised (for a total of 111,000 shares) and (ii) the remaining
outstanding shares of Series B Preferred Stock were converted into Common Stock
(for an aggregate of 890,466 shares), the exercise or conversion of such
securities would represent approximately 7.75% of the Common Stock, which would
also not be deemed a change of control. In addition, based upon the stock price
of the Common Stock on May 17, 1999, the WorldCom Option (2,000,000 shares)
described in Proposal No. 5 and (ii) the remaining outstanding warrants issued
in connection with the Series B Offering (the "Series B Warrants") described in
Proposal No. 6 (for a total of 370,000 shares), would not be exercised since
neither security was "in the money." If, however, exercise is assumed, then the
exercise of such securities, as well as the conversion or exercise of the
WorldCom Equity Awards and the Series B Preferred Stock described above would
represent approximately 22.04% of the then outstanding stock of the Company,
which would not be deemed a change of control. However, to

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the extent the trading price of the Common Stock were to drastically drop well
below $1.50 per share and the holders of the Series B Preferred Stock were to
seek to convert their shares at that time, there is a remote possibility that
such conversion could result in a change of control depending on the then number
of shares outstanding (and assuming a change of control would occur if the
Series B holders owned 30% of the Common Stock at that time). The Company does
not anticipate that it will trade below $1.50 anytime in the foreseeable future,
but there can be no assurances that such an event could not occur.

If the Company does not maintain the criteria (including, among others, the
non-designation criteria described above) required by Nasdaq or Shareholder
approval is not obtained, but the Company nonetheless undertakes the grants of
options and issues Common Stock as described below in Proposals No. 4 through 6,
the Company's securities could be delisted by Nasdaq. As a result of such an
event, the Common Stock would likely be traded in the Over-The-Counter market on
the OTC Electronic Bulletin Board. In such an event, the market price of the
Common Stock may be adversely impacted and a Shareholder may find it difficult
to dispose, or obtain accurate quotations as to the market value, of the Common
Stock.

PROPOSAL NO. 4

TO RATIFY AND APPROVE THE ISSUANCE OF STOCK OPTIONS GRANTED TO CERTAIN
OFFICERS AND DIRECTORS OF THE COMPANY

BACKGROUND

During fiscal year 1998, the Company issued options to purchase an aggregate of
902,000 shares of Common Stock to employees, officers and directors of the
Company and its subsidiaries at exercise prices ranging from $5.34 to $14.00 per
share. On December 31, 1998, 840,000 of these options were rescinded.
Immediately thereafter, the same number of options were issued on December 31,
1998 at an exercise price of $5.75 per share, which was the average of the
ten-day closing market price for the Common Stock for the period from December
16 through December 30, 1998. The expiration period for these options range from
December 31, 2000 to April 24, 2005 and immediately vested on December 31, 1998.

On May 7, 1999, the Board of Directors voted to grant additional options to
purchase an aggregate of 395,000 shares, 180,000 of which were retroactive to
earlier dates, at exercise prices ranging between $5.75 and $6.375 per share.
The exercise period for the options granted to employees on May 7, 1999 and
dated May 7, 1999 commences as of the date of vesting and continues through the
earlier of (i) September 19, 2005 or (ii) two years from the date the optionee
is no longer an employee and/or a Director of the Company, as applicable.
Additionally, on May 7, 1999, the Board of Directors granted an aggregate of
20,000 shares to two directors at an exercise price of $6.25 per share, which
immediately vested, and for which the exercise period continues for a period
that is the earlier of (i) two years from the date such Director no longer
serves as a Director of the Company or (ii) May 8, 2001.

The total number of shares of Common Stock underlying the options described in
this Proposal No. 4 and for which Shareholder approval is being sought is
765,000 shares.

These options were granted as an additional incentive to attract, retain and
award those persons who provide management services and upon whose efforts and
judgment the success of the Company and its subsidiaries are largely dependent.
The Board of Directors also granted these options to continue encouraging stock
ownership in the Company by such persons.

NASDAQ MARKETPLACE RULE 4460(i)(1)(A)

Rule 4460(i)(1)(A) requires Shareholder approval of an arrangement where stock
may be acquired by officers or directors, except for warrants or rights issued
generally to security holders of a company or broadly based plans or

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<PAGE>

arrangements including other employees (e.g., ESOPs). Shareholder approval is
not necessary where the amount of securities which may be issued does not exceed
the lesser of:

o 1% of the number of shares of common stock,

o 1% of the voting power outstanding, or

o 25,000 shares.

Because the grant to certain Executive Officers and Directors of the Company
exceeds the de minimus limitations set forth in the Rule 4460(i)(1)(A),
Shareholder approval is being sought to ratify the issuances of the options
described below, and the Board of Directors is soliciting the enclosed Proxy
Card as to that decision. None of the options described in this Proposal No. 4
were granted inside the Plan.

A brief description of the material terms of the stock option grants and a table
summarizing the benefits to be conferred under the grants follow:

GRANT OF OPTIONS

<TABLE>
<CAPTION>
NAME OF NUMBER OF EXERCISE DATE OF EXERCISE
OFFICER/DIRECTOR OPTIONS GRANTED PRICE GRANT PERIOD THROUGH
<S> <C> <C> <C> <C>
Michael Arp(1) 40,000 $5.75 December 31, 1998 December 31, 2001
25,000 $6.375 May 7, 1999 (2)
James E. Brands(3) 100,000 $6.375 April 1, 1999 (4)
Richard Boyle(5) 65,000 $6.375 May 7, 1999 (2)
Jonathan Bratt(6) 30,000 $5.75 December 31, 1998 July 3, 2004
G. Vance Cartee(7) 40,000 $5.75 December 31, 1998 December 31, 2001
25,000 $6.375 May 7, 1999 (2)
Thomas Davidson 20,000 $5.75 December 31, 1998 July 3, 2004
10,000 $6.25 May 7, 1999 (8)
John Foster(9) 30,000 $5.75 December 31, 1998 July 3, 2004
Stacy Jenkins(10) 100,000 $5.75 December 31, 1998 December 31, 2000(11)
25,000 $6.375 May 7, 1999 (2)
Edward Z. Pollock(12) 40,000 $5.75 December 31, 1998 December 31, 2001
25,000 $6.375 May 7, 1999 (2)
Billy V. Ray, Jr.(13) 100,000 $5.75 December 31, 1998 December 31, 2001
50,000 $6.375 May 7, 1999 (2)
Richard Sandulli(14) 30,000 $5.75 December 31, 1998 July 3, 2004
C. Frank Swartz(15) 20,000 $5.75 December 31, 1998 July 3, 2004
Robert H. Young 10,000 $6.25 May 7, 1999 (8)
<FN>
- --------------

(1) Mr. Arp is the Financial Vice President of the Company.

(2) One-third of the options vested as of May 7, 1999, one-third vest on
May 7, 2000 and one-third vest on May 7, 2001. The exercise period for
the options granted on May 7, 1999 commences as of the date of vesting
and continues through the earlier of (i) September 19, 2005 or (ii) two
years from the date the optionee was no longer an employee and/or a
Director of the Company, as applicable.

(3) Mr. Brands is the Senior Executive Vice President of the Company.

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<PAGE>

(4) These options were effective April 5, 1999, of which 75,000 are vested
and 25,000 will vest on June 21, 2000. 25,000 options are subject to
divestiture if Mr. Brands is not a Company employee on April 5, 2000.
The options are exercisable for two years from the date options become
exercisable.

(5) Mr. Boyle is the President - Patton Management Group.

(6) Mr. Bratt is currently a Director of the Company and Mr. Young resigned
as a Director effective May 14, 1999. Neither is standing for
re-election.

(7) Mr. Cartee is President of MFS Transportation Systems, Inc.

(8) The expiration date is two years after the date such Director is no
longer a Director of the Company.

(9) Mr. Foster is a former Director of the Company.

(10) Mr. Jenkins is President of MFS Network Technologies.

(11) The expiration date is the earlier of December 31, 2000 or 90 days
after termination of employment.

(12) Mr. Pollock is General Counsel for the Company.

(13) Mr. Ray is the President, Chief Executive Officer, Acting Chief
Financial Officer and a Director, of the Company.

(14) Mr. Sandulli is the Former Vice President-Finance and a former
Director.

(15) Mr. Swartz is the Chairman of the Board and a Director.
</FN>
</TABLE>

See Proposal No. 1 - "Employment and Consulting Agreements" for a discussion
concerning specific terms of the grants of options as to the current Executive
Officers of the Company listed above.

ADMINISTRATION

The Board of Directors administers the grant of options outside the Plan and
selects those Officers and Directors who are eligible for awards and the number
of shares subject to the awards, sets the terms and conditions of awards and
makes all other determinations which are necessary for the administration of the
grant of the stock options.

TYPE OF STOCK OPTION GRANTS

All grants described in Proposal No. 4 are non-qualified stock options (NQSOs).
See discussion above under Proposal No. 3 for a more detailed discussion
concerning NQSOs.

TAX CONSIDERATIONS

The following description addresses the federal income tax consequences of the
options granted to the Executive Officers and Directors of the Company and
certain of its subsidiaries and proposed to be ratified. Although the Company
believes the following statements are correct based on existing provisions of
the Code and legislative history and administrative and judicial interpretations
thereof, no assurance can be given that changes will not occur which would
modify such statements. Also, such statements are intended only to provide basic
information.

The options proposed to be ratified will be treated as NQSOs for federal income
tax purposes. Under federal income tax law presently in effect, no income is
realized by the grantee of an NQSO until the option is exercised. When the

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<PAGE>

NQSO is exercised, the optionee will realize ordinary income, and the Company
will generally be entitled to a deduction, in the amount by which the fair
market value of the shares subject to the option at the time of exercise exceeds
the exercise price. Upon the sale of shares acquired upon exercise of a NQSO,
the excess of the amount realized from the sale over the fair market value of
the shares on the date of exercise will be taxable as a short-term or long-term
capital gain or loss, depending on the holding period of the shares.

Section 162(m) of the Code limits to $1 million per person the amount the
Company may deduct for compensation paid to its Chief Executive Officer and the
four other officers whose compensation is disclosed in the proxy statement,
subject to certain exceptions. Compensation received through the exercise of an
option will not be subject to the $1 million limit if the option and the plan
pursuant to which it is granted meet certain requirements. The applicable
requirements are:

o the option be granted and administered by a compensation
committee of outside directors,

o the plan under which the option is granted states the maximum
number of shares with respect to which options may be granted to any
recipient during a specified period,

o the plan under which the option is granted is approved by the
shareholders, and

o the exercise price of the option be not less than the fair
market value of the Common Stock on the date of grant.

Accordingly, the Company believes compensation received on exercise of options
granted outside the Plan will be subject to the $1 million deduction limit.

BENEFITS TO BOARD MEMBERS IF THIS PROPOSAL IS APPROVED

Four of the current Directors of the Company, including Jonathan Bratt and
Thomas Davidson (neither of whom are standing for re-election), Billy V. Ray,
Jr., who serves as the Company's Chief Executive Officer, President and Acting
Chief Financial Officer (and who is a nominee for Director), and C. Frank
Swartz, the Chairman of the Board of Directors (who is also a nominee for
Director), would personally benefit from Shareholder approval of this Proposal
No. 4 since each would receive options that are subject to the Shareholder
approval requirement as described in this Proposal. While each of these
Directors abstained from voting for any grant of options for which he would
personally benefit, each is recommending that the Shareholders vote for this
Proposal. Such recommendations would result in a personal benefit to each of
them and is therefore deemed to be conflict of interest.

REASONS FOR APPROVAL OF PROPOSAL NO. 4 AND THE BOARD'S RECOMMENDATION

Subject to Shareholder approval, the Board of Directors approved the grant of
stock options to certain Executive Officers and Directors. The Board of
Directors believes it would be in the best interest of the Company to allow for
the issuance of such stock options to the Executive Officers and Directors set
forth above in order to attract, retain and motivate key individuals essential
to the Company's long-term growth and success. Assuming approval of Proposal No.
4, to the extent that all of the options that are the subject of this Proposal
were exercised (determined as May 17, 1999), 765,000 additional shares would be
issued, resulting in an additional 6.04% of the outstanding shares of Common
Stock as of May 17, 1999. The proceeds from the exercise of these options would
be used for general corporate and working capital purposes.

If Proposal No. 4 is not ratified by the Shareholders, the Company could rescind
all the options described in this Proposal No. 4. If however, the options
described above nevertheless remain issued, the Company's securities could be
delisted by Nasdaq. In such an event, the Common Stock would be trading in the
over-the-counter market on the OTC Electronic Bulletin Board. In such an event,
the market price of the Common Stock may be adversely impacted and a Shareholder
may find it difficult to dispose, or obtain accurate quotations as to market
value, of the Common Stock.

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<PAGE>

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" RATIFYING AND
APPROVING THE ISSUANCE OF STOCK OPTIONS GRANTED TO CERTAIN OFFICERS AND
DIRECTORS OF THE COMPANY

THE MFSNT ACQUISITION AND RULE 4460(i)(1)(C)

Proposal Nos. 5 and 6 below have been submitted for Shareholder approval
pursuant to certain rules and regulations including Nasdaq Marketplace Rule
4460(i)(1)(C) ("Rule 4460(i)(1)(C)").

Rule 4460(i)(1)(C) requires shareholder approval when stock of another company
is acquired if, due to the present or potential issuance of common stock or
securities convertible or exercisable for common stock (other than a public
offering for cash), the number of shares of common stock to be issued is or will
be equal to or be in excess of 20% of the number of shares of common stock
outstanding before the issuance of the securities. As a result of the Company's
transaction with certain subsidiaries and divisions of WorldCom, Inc. whereby
the Company acquired substantially all of the outstanding common stock of MFSNT
(the "MFSNT Acquisition"), and as part of the consideration paid by the Company,
issued options and other derivative securities described below, Rule
4460(i)(1)(C) is applicable, as described below.

Nasdaq has notified the Company that it believes that the grant of the
securities described in Proposal Nos. 5 and 6 below (which securities include
the "WorldCom Option" and the "WorldCom Equity Award" described in
Proposal No. 5) should be integrated with the issuance of securities by the
Company in connection with the Series B Offering, (described in Proposal No. 6
below) and that all such securities should be considered part of the MFSNT
Acquisition. Nasdaq has raised no objection to the Company submitting the
transactions covered by Proposal No. 5 and Proposal No. 6 as independent
proposals by which Shareholders may separately vote.

Immediately prior to the date of the MFSNT Acquisition agreement (the "MFSNT
Agreement") dated April 26, 1998 (when the first securities would have been
issued in connection therewith), there were 9,379,824 shares of Common Stock
outstanding, of which approximately 1,875,960 shares (the "20% Share
Limitation") represented just less than 20% of the number of shares of Common
Stock then outstanding as of April 26, 1998. As a result, pursuant to Rule
4460(i)(1)(C), the aggregate number of shares of Common Stock that may be issued
in connection with the MFSNT Acquisition is the 20% Share Limitation. As such,
The WorldCom Option and the WorldCom Equity Award as described in Proposal No.
5, the conversion of any shares of Series B Preferred Stock as described in
Proposal No. 6 and the exercise of any of the Series B Warrants, also described
in Proposal No. 6 are all in the aggregate, subject to the 20% Share Limitation.

Proposal Nos. 5 and 6, however, are being submitted for Shareholder approval
independent of the other. As of May 17, 1999, if (i) Proposal No. 5 only were
approved, and (ii) if (A) the WorldCom Options were exercised, although
antidilutive as of May 17, 1999 (for a total of 2,000,000 shares) and (B) the
WorldCom Equity Awards were exercised (for a total of 111,000 shares), then the
exercise of such securities would represent approximately 15.04% of the
outstanding stock of the Company at May 17, 1999. As of May 17, 1999, if (i)
Proposal No. 6 only was approved, and (ii) if (C) the remaining outstanding
shares of Series B Preferred Stock were converted into Common Stock (for an
aggregate of 890,466 shares), and (D) the remaining outstanding Series B
Warrants were exercised, although anti-dilutive as of May 17, 1999 (for a total
of 370,000 shares), then the exercise or conversion of such securities would
represent approximately 9.56% of the outstanding Common Stock of the Company as
of May 17, 1999. If both Proposal Nos. 5 and 6 were approved and all securities
described in this paragraph were exercised or converted, as the case may be,
then the exercise or conversion of such securities would represent approximately
22.04% of the outstanding Common Stock of the Company as of May 17, 1999.

As of the Record Date, an aggregate of 436 shares of Series B Common Stock had
been converted into 1,007,927 shares of Common Stock by the holders of the
Series B Preferred Stock. No other securities issued in connection with the
MFSNT Acquisition have, as of the date of the mailing of these Proxy Materials,
been exercised or converted. Under

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<PAGE>

Rule 4460(i)(1)(C), only the difference between the 20% Share Limitation and the
number of shares issued as of the date of the mailing of these Proxy materials
of 1,007,927, (an additional 868,033 shares) may be issued with regard to any
securities issued in connection with the MFSNT Acquisition without obtaining
Shareholder approval. If the Shareholders do not approve both Proposal No. 5 and
Proposal No. 6, but only approve one of these Proposals, the conversion or
exercise of the securities described in the Proposal not so approved shall be
subject to the 20% Share Limitation. See Proposal Nos. 5 and 6 for a discussion
of the adverse impact on the Company if Shareholder approval is not obtained.

PROPOSAL NO. 5

APPROVING THE POSSIBLE ISSUANCE OF MORE THAN 1,875,960 SHARES OF COMMON STOCK
UPON THE EXERCISE OF CERTAIN OPTIONS AND STOCK APPRECIATION RIGHTS GRANTED
TO WORLDCOM, INC. IN CONNECTION WITH THE ACQUISITION OF THE NETWORK
CONSTRUCTION AND TRANSPORTATION SYSTEMS OF MFS NETWORK TECHNOLOGIES, INC.,
WHICH SHARE AMOUNT OF 1,875,960 REPRESENTS AT LEAST 20% OF THE COMPANY'S
OUTSTANDING COMMON STOCK DETERMINED IMMEDIATELY PRIOR TO THE MFSNT AGREEMENT
DATED APRIL 26, 1998.

PROPOSAL NO. 5 IS INDEPENDENT OF ANY OTHER PROPOSAL SUBMITTED FOR SHAREHOLDER
APPROVAL, INCLUDING PROPOSAL NO. 6.

THE MFSNT TRANSACTION

BACKGROUND

On July 2, 1998, the Company acquired the network construction and
transportation systems business of MFS Network Technologies, Inc. ("MFSNT") from
WorldCom, Inc. ("WorldCom") pursuant to a merger agreement dated April 26, 1998
("MFSNT Agreement"). On September 9, 1998, the Company and WorldCom finalized
the terms of the MFSNT Agreement through the execution of an amended agreement.
The acquisition of MFSNT was accounted for using the purchase method of
accounting at a total price of approximately $67.5 million. The allocation of
purchase price to identifiable assets and liabilities acquired is based upon
preliminary estimates. The Company is in the process of obtaining additional
information necessary to finalize the allocation of purchase price. The effect
of the final allocation on previously reported amounts is not expected to be
significant.

The Company is a contractor for the construction and maintenance of
facilities-based communications systems for both public and private sector
customers in the United States and South America. The Company has three
operating groups: (i) Network Services, (ii) Transportation Services, and (iii)
Communications Development. Through MFSNT, the Company provides development,
design, engineering, project management, installation, construction, operation
and maintenance services for telecommunications systems. In addition, the
Company's Transportation Services Group provides services for the design,
development, integration, installation, construction, project management,
maintenance and operation of advanced intelligent transportation systems,
automated toll collection systems and electronic traffic management and control
systems. The Company's Communication Development Group provides communications
design, installation and maintenance services to foreign telephone companies.

Prior to its acquisition by the Company, MFSNT provided design, development,
engineering, installation, construction, operation and maintenance services for
telecommunications systems, as well as design, development, integration,
installation, construction, project management, maintenance and operation of
automated toll collection systems, electronic traffic management and control
systems, and computerized manufacturing systems.

The address and telephone number of MFSNT is 1200 Landmark Center, Suite 1300,
Omaha, Nebraska 68102-1841, telephone number (888) 638-6866. The address and
telephone number of the Company is 1601 Forum Place, Suite 1110, West Palm
Beach, Florida 33401, telephone number (561)688-0400.

SUMMARY OF THE TERMS OF THE MFSNT ACQUISITION AGREEMENTS

Under the terms of the MFSNT Agreement, as amended, on July 2, 1998, the
purchase price was equal to the Shareholders' equity of MFSNT as of March 31,
1998, subject to certain adjustments, including adding back the cumulative
advance by WorldCom (or its affiliates) to MFSNT, plus $10.0 million.

In addition to cash consideration, as part of the MFSNT Acquisition, the Company
granted an option (the "WorldCom Option") to WorldCom to purchase up to two
million shares of Common Stock at an exercise price of $7.00 per share (the

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<PAGE>

"WorldCom Option"). The WorldCom Option also provided that the holder exercise
the WorldCom Option on a "cashless" basis rather than for cash to the extent
necessary to ensure that the actual number of shares of Common Stock issued
would not exceed 1,817,941 shares (the then estimated 20% Share Limitation
determined as of February 10, 1999, which was later modified to 1,875,960, based
upon the number of shares of Common Stock outstanding as of April 26, 1999),
which, for purposes of these Proxy Materials, has been modified to 1,875,960
shares. Under its original terms, the WorldCom Option expires six months after
the date the Company repays all of its obligations under the WorldCom Note (as
described below). Pursuant to the original terms of the WorldCom Option,
WorldCom may elect to exercise some or all of the WorldCom Option on a
"cashless" basis, up to the equivalent of 1,817,941 shares of Common Stock. A
"cashless" exercise means that WorldCom will receive shares of Common Stock with
a total "market value" equal to the per share excess of the "market value" over
the exercise price multiplied by the number of shares of the WorldCom Option
being exercised. The Company will not receive any cash for the part of the
WorldCom Option that WorldCom exercises on a "cashless" basis. See "The WorldCom
Option, as Modified" and "The WorldCom Equity Award" below for more information
concerning these securities.

On September 9, 1998, the Company, WorldCom and WorldCom Network Services, Inc.
("WorldCom Network"), a wholly owned subsidiary of WorldCom, as assignee from
MFSCC, finalized the terms of the MFSNT Agreement through the execution of an
amended agreement, which agreement was subsequently amended on January 26, 1999
(as amended, the "September Agreement").

In conjunction with the September Agreement, the Company entered into an
additional agreement with WorldCom that provided for a grant of an equity award
to be issued to WorldCom, Inc. in the form of a phantom stock award or other
equity participation award ("WorldCom Equity Award") equivalent to 600,000
shares of common stock, payable in cash, stock, or a combination of both at the
Company's option. The WorldCom Equity Awards are convertible, in whole or in
part, solely with respect to the following days: July 2, 1999, July 2, 2000, or
July 2, 2001. Subject to the adjustments described below, WorldCom will be
entitled to receive any appreciation of the Common Stock over a base price of $5
3/32 per share, but in no event shall the maximum payment exceed $25.00 per
share. The September Agreement also extended the expiration date of the WorldCom
Option.

As of April 30, 1999, approximately $30.0 million of principal and approximately
$3.0 million of accrued and unpaid interest were outstanding under the WorldCom
Note ("WorldCom Note"). The Company must repay the WorldCom Note in full on
November 30, 2000. The WorldCom Note is dated September 1, 1998 and bears
interest at 11.5% per year. The obligations under the WorldCom Note are junior
and fully subordinated to those under the Company's secured credit facility. No
amounts may be paid on the WorldCom Note so long as any debt is outstanding
under the secured credit facility. Subject to the subordination provisions and
after full payment of all amounts owed under the secured credit facility, the
WorldCom Note may be prepaid as follows:

o by applying 8 percent of the payment WorldCom Network owes the
Company under the WorldCom Master Services Agreement

o By paying to WorldCom a portion of certain proceeds received
by the Company upon the sale of certain conduit assets

o By paying to WorldCom a portion of certain proceeds received
from time to time under maintenance contracts for certain conduit
projects

In addition, if the Company does not repay the WorldCom Note in full by November
30, 2000, WorldCom also will be able to:

o Require the Company to pay a 13.5 percent annual default rate
of interest as long as the Company is in default

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<PAGE>

o Reduce the minimum yearly and aggregate revenues the Company
would otherwise receive under the WorldCom Master Services Agreement

o Refuse to give the Company additional work under the WorldCom
Master Services Agreement while the Company is in default

As part of the MFSNT acquisition, the Company, WorldCom Network and MFSNT
entered into a Master Services Agreement (the "WorldCom Master Services
Agreement") pursuant to which the Company agreed to provide telecommunication
infrastructure services to WorldCom Network on a cost-plus 12 percent basis for
a minimum of $40.0 million per year, and the aggregate sum payable to the
Company for the five-year contract is guaranteed to be no less than $325.0
million, subject to certain adjustments if the Company defaults on the WorldCom
Note. To achieve these established minimums, WorldCom Network has agreed to
award the Company at least 75 percent of all WorldCom Network's outside plant
work related to its local network projects up to $500.0 million and the Company
has agreed to accept and perform work orders from WorldCom Network for as much
as $130.0 million of services during each year of the five-year contract. The
Company has also agreed that WorldCom Network will have met all of its
commitments to the Company, to the extent that payments made to the Company
reach an aggregate of $500.0 million at any time during the five-year term of
the contract.

The Company is permitted to use the trade name "MFSNT" during the 18-month
transition period immediately following the MFSNT Acquisition but will not be
entitled to use it after such 18-month period.

REASONS FOR THE MFSNT ACQUISITION

The MFSNT Acquisition was deemed beneficial to Able and its Shareholders by the
Company's Board of Directors for the following reasons:

o In order to expand in the domestic market, the Company has
pursued a strategy of growth through strategic acquisitions since
December 1995. In general, this acquisition strategy was designed to
decrease Able's exposure in foreign markets. As a result of such
acquisition strategy, Able has acquired five businesses including
MFSNT. The acquisition of MFSNT further increased the Company's United
States operations.

o The services provided by MFSNT are complementary to the
services provided by Able and its other subsidiaries prior to the date
of the MFSNT acquisition.

o The WorldCom Master Services Agreement provides a steady
revenue stream for at least five years to the Company and allows
existing partners and customers of the Company to bid on contracts with
WorldCom.

o The acquisition increased the Company's market share in the
telecommunications industry.

ACCOUNTING TREATMENT OF THE MFSNT ACQUISITION

The MFSNT Acquisition was accounted for as a purchase using the purchase method
of accounting. The purchase price for MFSNT was determined as follows (in
millions):

Contract Price(1) $58.8
Transaction related costs 4.6
WorldCom Option 3.5
WorldCom Phantom Stock Awards .6
-----
Total Purchase Price $67.5
=====

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(1) As of October 31, 1998, $28.8 million of the contract price was paid
and the remainder is subject to a note to WorldCom.

The Company allocated the purchase price to the assets acquired and the
liabilities assumed based on the fair value of those assets and liabilities as
follows (in millions):

Cash and accounts receivable $47.0
Costs and profits in excess of billings
on uncompleted contracts 93.7
Assets held for sale 38.8
Prepaid expenses 1.0
Property 5.7
Goodwill(1) 16.5
Accounts payable (13.7)
Billings in excess of costs and profits on
uncompleted contracts (56.6)
Reserve for losses on uncompleted contracts (40.5)
Accrued restructuring costs(2) (2.0)
Property taxes payable (15.0)
Other accrued liabilities(3) (7.4)
-----
Total allocated purchase price $67.5
=====

- --------

(1) Goodwill is being amortized on a straight-line basis for 20 years.

(2) Accrued restructuring costs related primarily to severance and benefit
costs associated with the involuntary termination of employees pursuant
to an approved restructuring plan. During the fiscal year ended October
31, 1998, approximately $1.7 million was charged against this reserve.

(3) Includes allowances for costs related to litigation and claims of $5.0
million which, according to the MFSNT Agreement, is payable to WorldCom
in the event specified litigation costs and claims are not paid by the
Company.

INCOME TAX CONSEQUENCES OF THE MFSNT ACQUISITION

There are no income tax consequences of the MFSNT Acquisition.

See Appendix B for (i) additional information concerning the business of the
Company and of MFSNT, (ii) selected financial data of the Company (incorporated
by reference to the Company's Annual Report on Form 10-K/A for Fiscal Year 1998)
and of MFSNT: and (iii) Management's Discussion and Analysis of Financial
Condition and Results of Operations of the Company and of MFSNT. See Appendix C
for (i) financial statements for MFSNT (the financial statements for the Company
are incorporated by reference to the Company's Annual Report on Form 10-K/A for
Fiscal Year 1998): and (ii) combined pro forma financial information for the
Company and for MFSNT.

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THE WORLDCOM OPTION AND WORLDCOM EQUITY AWARD ISSUED IN CONNECTION WITH THE
MFSNT ACQUISITION

Because of Nasdaq's position regarding the integration of the WorldCom Option,
the WorldCom Equity Award, the Series B Preferred Stock and the Series B
Warrants, and after discussions with the staff at Nasdaq, on January 8, 1999,
the Company and WorldCom modified the terms of

o the WorldCom Option from a grant of options to a grant of
stock appreciation rights, and

o the WorldCom Equity Award,

until such time as Shareholder approval is obtained by the Company (if ever) to
avoid any inadvertent violation of Rule 4460(i)(1)(C) with regard to the
issuance of securities in excess of the 20% Share Limitation, as described in
this Proposal No. 5. As a result of these modifications, WorldCom currently is
not entitled to receive any Common Stock upon the exercise of either the
WorldCom Option or the WorldCom Equity Award. Additionally, holders of any stock
appreciation rights, as described below, are not deemed to be holders of, or
have any rights of a holder of, Common Stock with respect to any such stock
appreciation rights.

The WorldCom Option, as modified and the WorldCom Equity Award are described
below:

O THE WORLDCOM OPTION, AS MODIFIED

Until Shareholder approval is obtained by the Company in accordance with Rule
4460(i)(1)(C):

--the WorldCom Option has been modified to a stock appreciation rights
("SAR") award, whereby the holder is entitled to participate in an
increase in the value of an aggregate of 2.0 million shares of Common
Stock ("Aggregate Base Common Stock").

--For each SAR exercised, WorldCom is entitled to receive an amount
equal to the excess of the fair market value of the Common Stock (the
"Appreciation Amount") as of the applicable exercise period over $7.00
(the "Strike Price"), payable in cash only. The Appreciation Amount is
payable in cash within fifteen days of receipt of an exercise notice;
provided, however, that to the extent that the Company is required to
pay in excess of $10.0 million in any twelve month period as a result
of any exercises of any SARs, then the amount of such excess shall be
represented by a promissory note with quarterly payments amortized
ratably over a period of six months at 10% per annum.

--The exercise period for the SAR commences the earlier of:

one business day after the date upon which the potential
issuance of Common Stock under this Agreement is voted upon by
the Shareholders, and

May 1, 1999 (modified to July 1, 1999) (the "Commencement
Date"),

and terminates on January 2, 2002.

--In the event

of any change in the capital structure or business of the
Company as a result of any

stock dividend or extraordinary dividend,

stock split or reverse stock split,

recapitalization or reclassification of capital
stock, or

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<PAGE>

any similar change affect the Company's capital
structure, and

the Company determines an adjustment is appropriate,

then the number of shares constituting the Aggregate Base Common Stock
and the Strike Price will be appropriately adjusted consistent with
such change.

--In the event of

a merger or consolidation in which the Company is not the
surviving entity or

any transaction that results in the acquisition of
substantially all of the outstanding Common Stock or assets
(as "Acquisition Events"),

the Company may terminate all outstanding SARs, effective as of the
Acquisition Event, by delivering a notice of termination at least 30
days prior to the date of consummation of the Acquisition Event;
provided, that during the period from the date on which such notice of
termination is delivered to the consummation of the Acquisition Event,
WorldCom has the right to exercise the SARs that are then outstanding
as of the date immediately preceding the date of the Acquisition Event
but contingent on the occurrence of the Acquisition Event.

--The SARs may be exercised in whole or in part only by written notice
signed by the optionee and delivered to the Company, specifying:

the number of SARs to be exercised,

the federal identification number of the optionee or
transferee,

if the WorldCom Option, as modified to SARs, is to be
exercised by any parties other than the Optionee, by
accompanied by proof that such parties have the right to
exercise the Award, and

such other required documents.

Upon receipt of such notice, the Company shall have up to
fifteen days to pay the holder the value of any SARs so
exercised, payable in cash only by the Company; provided that
if the Company would be required to pay in excess of $10
million in any 12 month period as a result of any exercise(s)
of the SARs, then the amount of such excess shall be
represented by a promissory note with quarterly payments
amortized ratably over a period of six months and bearing
interest at 10% per year.

O THE WORLDCOM EQUITY AWARD

On January 8, 1999, the Company and WorldCom entered into an agreement (the
"Intent Agreement") that sets forth the terms and conditions of when the
WorldCom Equity Award Agreement (the "Equity Award Agreement") will be
executed. The Intent Agreement also sets forth the specific terms of the
WorldCom Equity Award, to be evidenced in the form of a Stock Appreciation
Rights Agreement ("SAR Agreement").

The Intent Agreement provides that until Shareholder approval is obtained by
the Company in accordance with Rule 4460(i)(1)(C), the SAR Agreement will be
executed at such time as it meets certain "Conditions to Issuance." These
"Conditions to Issuance" (unless waived by the Company) are as follows:

--The SAR Agreement will not be issued until the Registration Statement
on Form S-1 (the "Registration Statement") filed with the SEC to
register the Common Stock underlying the Series B Preferred Stock and
Series B Warrants, as well as the Common Stock underlying the WorldCom
Option and the WorldCom Equity Award, has been declared effective by
the SEC and the shares of Common Stock being registered are subject to
effective registration; and

--the Company shall have obtained the consent or waiver of the senior
lenders under the Credit Agreement to issue the SARs pursuant to the SAR
Agreement;

provided that to the extent

--that the issuance of such SAR Agreement would otherwise cause a
default in connection with any agreement or arrangement with any other
third parties, including any of the agreements with the holders of any
of the "Series B Securities," as defined in Proposal No. 6 below, or

--if the "Conditions to Issuance" have not been satisfied on or before
July 1, 1999 (originally February 28, 1999),

then in either of such events the Company and WorldCom shall use their
respective good faith efforts to agree upon such modifications to the terms of
the SAR Agreement so that such SAR Agreement would not cause such a default or
require a consent from a third party.

Until Shareholder approval is obtained by the Company in accordance with
Rule 4460(i)(1)(C).

--when executed, the SAR Agreement will grant WorldCom the right to
participate in an increase in the value of an aggregate of 600,000
shares (Aggregate Base Common Stock) of Common Stock whereby for each
SAR exercise, the holder is entitled to receive an amount equal to the
excess of the fair market value of the Common Stock in excess of $5-3/32
(the "Floor Collar Price"), as of July 1, 2000, July 2, 2001, or July 2,
2002 only; provided that in no event shall the maximum amount payable
exceed $25.00 per SAR.

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<PAGE>

--To the extent that the fair market value of a share of Common Stock as
of the date immediately preceding the execution of the WorldCom Equity
Award is greater than the Floor Collar Price of $5-3/32, then the Floor
Collar Price shall be adjusted to the then fair market value, and the
ceiling collar price shall be adjusted to a dollar amount equal to the
then fair market value plus $25.00; and the Aggregate Base Common Stock
shall be adjusted (the "Adjusted Aggregate Base Common Stock") by

-multiplying 600,000 by a fraction,

-the numerator of which shall be the adjusted Floor Collar
Price, and

-the denominator of which shall be $5-3/32;

provided that the Adjusted Aggregate Base Common Stock shall,
in no event, exceed a maximum of 700,000 shares of Common
Stock. The maximum aggregate proceeds (whether in cash, stock
or a combination thereof depending on whether Shareholder
approval of Proposal No. 5 is obtained) that may be received
by the holder from the Company from the exercise of the SAR
rights issued pursuant to this SAR Agreement shall not exceed
$15,000,000.

--In the event

-of any change in the capital structure or business of the
Company as a result of any

stock dividend or extraordinary dividend,

stock split or reverse stock split,

recapitalization or reclassification of capital
stock, or

any similar change affect the Company's capital
structure, and

-the Company determines an adjustment is appropriate,

then the number of shares constituting the Aggregate Base
Common Stock and the Collar Price will be appropriately
adjusted consistent with such change.

--In the event of

-a merger or consolidation in which the Company is not the
surviving entity, or

-any transaction that results in an Acquisition Event,

then the Company may terminate all outstanding SARs, effective as of
the Acquisition Event,

-by delivering a notice of termination at least 30 days prior
to the date of consummation of the Acquisition Event;

provided, that during the period from the date on which such
notice of termination is delivered to the consummation of the
Acquisition Event, WorldCom has the right to exercise the SARs
that are then outstanding as of the date immediately preceding
the date of the Acquisition Event but contingent on the
occurrence of the Acquisition Event.

--The SARs may be exercised in whole or in part, only by written notice
signed by the optionee and delivered to the Company within five days
following any exercise day, specifying

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<PAGE>

the number of SARs to be exercised,

the federal identification number of the optionee or
transferee,

if the WorldCom Equity Award is to be exercised by an parties
other than the Optionee, by accompanied by proof that such
parties have the right to exercise the Award, and

such other required documents.

---Upon receipt of such notice, the Company shall have up to thirty
(30) days to pay the holder the value of any SARs so exercised, payable
in cash only by the Company

---The maximum aggregate proceeds (whether in cash, stock or a
combination thereof) that may be received by the Optionee from the
Company from the exercise of the SAR rights issued pursuant to the
WorldCom Equity Award shall not exceed $15.0 million.

MODIFICATIONS TO THE WORLDCOM OPTION AND THE INTENT AGREEMENT

The WorldCom Option and the Intent Agreement were subsequently modified on March
15, 1999, to provide that

(1) the Company has no obligation to appoint a person designated
by WorldCom or any of its affiliates to the Company's Board of
Directors;

(2) to extend the commencement of the exercise period for the
WorldCom Option to the earlier of

(i) one business day after the date upon which the
potential issuance of Common Stock under the WorldCom Option
is voted upon by the Shareholders, and

(ii) July 1, 1999 (the "Commencement Date"),

and ending on January 2, 2002 (the "Termination Date"); and

(3) to provide that the WorldCom Equity Award will be issued
provided that to the extent

(i) the issuance of the WorldCom Equity Award would
otherwise cause a default in connection with any agreement or
arrangement with any other third parties, including any
restrictive agreements (which include (A) a Credit Agreement
dated June 11, 1998, as amended, with the Company's senior
lenders and (B) a Stock Purchase Agreement dated June 26, 1998
("Purchase Agreement") with certain purchasers of the
Company's Series B Convertible Preferred Stock, or

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<PAGE>

(ii) if the Conditions to Issuance have not been satisfied
on or before July 1, 1999,

then in either of such events the parties shall use their respective
good faith efforts to agree upon such modifications to the terms of the
WorldCom Equity Award so that such WorldCom Equity Award would not
cause such a default or require a consent from a third party.

THE COMMON STOCK UNDERLYING THE WORLDCOM OPTION AND THE WORLDCOM EQUITY AWARD

For a general description of the Common Stock, par value $.001, underlying the
WorldCom Option and the WorldCom Equity Award, see Proposal No. 2. Other than as
described above, WorldCom is not entitled to any pre-emptive rights under the
terms of either the WorldCom Option or the WorldCom Equity Award other than as
specifically described herein. The rights granted to WorldCom under the WorldCom
Option and the WorldCom Equity Award are not limited or qualified by any rights
of any other class of securities.

EFFECT OF SHAREHOLDER APPROVAL

When and if Shareholder approval is obtained by the Company in accordance with
Rule 4460(i)(1)(C),

--As to the WorldCom Option, as modified, the grant of the SARs reverts
back to an option whereby the holder would be entitled to purchase an
aggregate of two million shares (2,000,000) of Common Stock at $7.00
per share through January 2, 2002, and the grant of the SARs becomes
void. The Company would then issue shares of its Common Stock upon any
exercise of WorldCom Options. The WorldCom Options would then be
subject to adjustments similar to those described under the "WorldCom
Option, as Modified." In order to exercise any options, the holder must
give written notice to the Company, specifying:

the number of SARs to be exercised,

the federal identification number of the optionee or
transferee,

if the options are to be exercised by an parties
other than the Optionee, by accompanied by proof that
such parties have the right to exercise the Award,
and

the exercise price in cash or other immediately
available funds.

--As to the WorldCom Equity Award, upon any exercise of the SARs, the
Company would have the option to make payments in cash, stock, or a
combination thereof.

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<PAGE>

The WorldCom Option and the WorldCom Equity Award each provide that at such time
as Shareholder approval is obtained in compliance with Rule 4460(i)(1)(C), each
of the agreements are automatically modified, without any further actions, as
described in this Proposal No. 5.

--With respect to the shares of Common Stock underlying the WorldCom
Option and the WorldCom Equity Award, even if Shareholder approval to
Proposal No. 5 were obtained, unless and until the Registration
Statement on Form S-1 (the "Registration Statement") that has been
filed with the SEC to register such underlying shares of Common Stock
has been declared effective (which, to date, has not yet occurred), the
certificate representing such shares shall include the following
legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF
ANY STATE, AND HAVE BEEN ACQUIRED FOR AN INVESTMENT AND MAY NOT BE
SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT OF SUCH SHARES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL ACCEPTABLE TO COUNSEL
FOR THE COMPANY THAT REGISTRATION IS NOT REQUIRED BY SUCH LAWS.

In the event that Shareholder approval is obtained as to this Proposal No. 5 and
the Company elects to pay the WorldCom Equity Award in Common Stock or in the
event of an exercise of the WorldCom Option, as of May 17, 1999 (based upon a
price per Common Stock of $6.25) and assuming exercise as of that date, WorldCom
would be entitled to receive 2,000,000 shares of Common Stock under the WorldCom
Option and 111,000 shares of Common Stock under the WorldCom Equity Award. The
shares represented by such exercise(s) would represent 15.04% of the outstanding
Common Stock as of May 17, 1999 (independent of any other issuances, subject to
Shareholder approval described elsewhere in these Proxy Materials) and would
result in dilution to the current Shareholders' interests in the Company.
Assuming Shareholder approval, no further authorization for the issuances upon
the exercise of the WorldCom Option or WorldCom Equity Award will be solicited.

Any proceeds received from the exercise of the WorldCom Option (which, assuming
Shareholder approval would be $14,000,000) would be used for general corporate
and working capital purposes.

BOARD RECOMMENDATION; REASONS

The Board of Directors believes that it is in the Company's best interest for
the WorldCom SAR, as modified, to revert back to the WorldCom Option whereby the
Company would receive cash in payment for any options exercised (as opposed to
paying out cash in the event of an exercise of any SAR). Any cash received upon
the exercise of WorldCom Options would be used for general corporate and working
capital purposes. Similarly, the Board of Directors believes that it would be in
the Company's best interest to have the flexibility of paying any SARs exercised
pursuant to the WorldCom Equity Award in cash, stock, or a combination thereof,
at the Company's discretion, as opposed to paying any SAR solely in cash.
Payment upon the exercise of any SARs (under either the WorldCom Option or the
WorldCom Equity Award) in cash only could materially and adversely affect the
Company's cash flow because

o of the short time frame applicable to payment of any SARs
exercised (between 15 and 30 days from the date notice is received by
the Company),

o such payments could be significant, depending on the number of
SARs exercised and the then fair market value of the Common Stock, and

o while the Company's senior lender has approved the grant of
the SARs to WorldCom, it has not waived the right to call a default in
the event that any of the SARs are exercised.

Additionally, the Company wants to encourage WorldCom to have an equity position
in the Company, given the volume of business currently and contemplated to be,
conducted between the Company and WorldCom affiliates, including, among other
agreements, the five-year Master Services Agreement between the Company and
WorldCom Network to provide telecommunications infrastructure services to
WorldCom affiliates. That Agreement could provide potential revenues to the
Company of more than $420 million over a five year period.

THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" APPROVING THE POSSIBLE
ISSUANCE OF MORE THAN 1,875,960 SHARES OF COMMON STOCK UPON THE EXERCISE OF
CERTAIN OPTIONS AND STOCK APPRECIATION RIGHTS GRANTED TO WORLDCOM, INC. IN
CONNECTION WITH THE MFS NETWORK TECHNOLOGIES, INC. ACQUISITION, WHICH SHARE
AMOUNT OF 1,875,960 REPRESENTS AT LEAST 20% OF THE OUTSTANDING COMMON STOCK
DETERMINED IMMEDIATELY THE MFSNT AGREEMENT DATED APRIL 26, 1998.

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<PAGE>

PROPOSAL NO. 6

APPROVING THE POSSIBLE ISSUANCE OF MORE THAN 1,875,960 SHARES OF COMMON STOCK
UPON THE CONVERSION OF THE SHARES OF SERIES B PREFERRED STOCK AND EXERCISE OF
WARRANTS ISSUED IN THE SERIES B OFFERING, WHICH SHARE AMOUNT OF 1,875,960
REPRESENTS AT LEAST 20% OF THE OUTSTANDING COMMON STOCK DETERMINED
IMMEDIATELY PRIOR TO THE MFSNT AGREEMENT DATED APRIL 26, 1998.

PROPOSAL NO. 6 IS INDEPENDENT OF ANY OTHER PROPOSAL SUBMITTED FOR SHAREHOLDER
APPROVAL, INCLUDING PROPOSAL NO. 5.

The Series B Offering ("Series B Offering")

BACKGROUND

On June 30, 1998, Able issued to the Rose Glen Group and the Palladin Group (as
defined below) an aggregate of (i) 4,000 shares of Series B Preferred Stock and
(ii) Series B Warrants to purchase an aggregate of 1,000,000 shares of Common
Stock at a then exercise price of $19.80 per share (the Series B Preferred
Stock and the Series B Warrants - collectively, "Series B Securities"). Able
received total gross proceeds of $20.0 million from the sale of the Series B
Securities, offset by $1.9 million in expenses associated with the issuance of
the Series B Securities. The Company sold the Series B Securities to finance
part of the purchase price of MFSNT. The terms of the Series B Preferred Stock
and the Warrants are described below under "Terms of the Series B Securities."

The purchasers of the Series B Securities included two groups of accredited
investors (for a total of seven investors):

o The RoseGlen Group (the "RoseGlen Group"), which purchased
2,000 shares of Series B Preferred Stock and acquired Warrants to
purchase 370,000 shares of Common Stock, and

o The Palladin Group (the "Palladin Group"), which purchased
2,000 shares of Series B Preferred Stock and acquired Warrants to
purchase 630,000 shares of Common Stock.

During September and October 1998, an aggregate of 436 shares of Series B
Preferred Stock were converted by the holders into an aggregate of 1,007,927
shares of Common Stock.

Currently, the RoseGlen Group and the Palladin Group own the following Company
securities:

<TABLE>
<CAPTION>
SERIES B PREFERRED STOCK WARRANTS(1) COMMON STOCK(2)
<S> <C> <C> <C>
The RoseGlen Group 375 370,000 461,907
The Palladin Group 404 ---0--- 546,020
--- -------- ---------
TOTAL 779 370,000 1,007,927
=== ======= =========
<FN>
- --------------
(1) On May 7, 1999, the Company purchased 630,000 Series B Warrants owned
by the Palladin Group at $3.00 per share and, as a result, such
Warrants were retired.

(2) Represents shares of Common Stock issued upon conversion of an
aggregate of 436 shares of Series B Preferred Stock.
</FN>
</TABLE>

THE FEBRUARY AGREEMENTS

In January 1999, Interfiducia Partners, LLC, a Texas limited liability company
("Interfiducia"), entered into certain letter agreements with Able, the RoseGlen
Group and/or the Palladin Group relating to the proposed purchase by
Interfiducia

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<PAGE>

of, among other things, all or a portion of the outstanding Series B Securities
from the RoseGlen Group and the Palladin Group. The Company undertook due
diligence regarding Interfiducia at that time and all parties continued their
respective negotiations to finalize the contemplated transactions.

Because the Company was then in default under certain provisions of the terms of
the Series B Securities, Able believed that it was important to complete the
transfer of all or a portion of the Series B Securities to a party willing to
waive the default. Interfiducia was not able to provide the funds necessary to
complete the transactions contemplated by the letter agreements in a timely
manner in order to avoid paying certain premiums and penalties to the holders of
the Series B Securities. As a result, on February 16, 1999, WorldCom advanced
the Company $32.0 million ("WorldCom Advance") to facilitate the purchase of
2,785 shares, or approximately 78%, of the Series B Preferred Stock, as well as
the purchase of the outstanding $10.0 million principal amount of the Company's
12% Senior Subordinated Notes originally due January 6, 2005 (the "Senior
Notes"). The WorldCom Advance is non-interest bearing and is due on November 30,
2000. At the same time, WorldCom also agreed to make available additional
advances to the Company of up to $15.0 million against amounts otherwise payable
pursuant to the WorldCom Master Services Agreement. These additional advances
are repayable to WorldCom on November 30, 2000. The repayment of the WorldCom
Advance is subordinate to the Company's obligations to its senior credit
facility. The WorldCom Advance was evidenced by a written agreement between Able
and WorldCom dated February 16, 1999, which was subsequently amended and
restated as of April 1, 1999.

Immediately thereafter, the Company, in turn, advanced funds (the "Company
Advance") to Cotton Communications, Inc., which may be deemed an affiliate of
the Company. On February 17, 1999, pursuant to certain purchase agreements
between and among the Company, Cotton, the Palladin Group and/or the RoseGlen
Group (the "February Agreement"), Cotton, in turn, used the Company Advance to
purchase approximately 78% of the outstanding shares of Series B Preferred
Stock, or 2,785 shares of the 3,564 shares outstanding (1,425 shares from the
RoseGlen Group for $11.0 million and 1,360 shares from the Palladin Group for
$7.85 million, which amounts included any accrued dividends, interest or
penalties), as well as the Senior Notes principal and accrued interest). The
sole shareholder, officer and director of Cotton was Tyler Dixon. Mr. Dixon is a
partner with the law firm of Raiford, Dixon & Thaxton, LLP, which, during fiscal
1998, received approximately $125,000 in legal fees from the Company. Cotton
received no consideration from Able in connection with the transactions.
However, the Company agreed to continue using the legal services of Mr. Dixon
and the Company waived any conflicts that may arise with respect to the
performance of such legal services as a result of Cotton's purchase of the
Series B Preferred Stock. See "Certain Relationships and Related Party
Transactions" for a discussion concerning the consulting agreement between Mr.
Dixon and the Company dated January 1, 1999 and effective April 1, 1999 and the
grant of stock options to Mr. Dixon.

Interfiducia continued to state to the Company throughout Cotton's negotiations
with the Palladin Group and the RoseGlen Group and subsequent to the
consummation of the February Agreements that it would acquire Cotton's position.
Cotton verbally agreed that if Interfiducia came forward with funds shortly
after the consummation of the February Agreements, it would sell certain of the
Series B Securities and the Senior Notes to Interfiducia on the same terms and
conditions. Nonetheless, Interfiducia was never able to fund the proposed
acquisition in a timely manner nor was the Company able to obtain satisfactory
due diligence regarding Interfiducia and its principals. As a result,
Interfiducia never acquired Cotton's position.

In connection with the purchase and sale of the Senior Notes and the Series B
Preferred Stock, Cotton and the remaining holders of the Series B Preferred
Stock agreed to either waive all outstanding defaults under such securities or
refrain from exercising any remedies with respect to any such outstanding
defaults for a period of 90 days from February 17, 1999 (to May 18, 1999).
During such period of time, the Company agreed to use its best efforts to have
declared effective the Registration Statement covering the resale of shares of
common stock underlying the remaining Series B Securities (as well as the
WorldCom Option and the WorldCom Equity Award as described in Proposal No. 5).
The May 18, 1999 deadline was extended from December 27, 1998. To date, the
Registration Statement has not been declared effective and while a "triggering
event," as defined below, has occurred, the Company has not, to date, received
any notice(s) of redemption from any of the holders of the Series B Preferred
Stock.

As part of the February Agreements, generally,

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<PAGE>

--Cotton and the Company agreed that notwithstanding any other
agreements, the conversion price of the Series B Preferred Stock owned
by Cotton would not be less than $8.25 per share, thus eliminating the
"floorless" conversion concerns as to the 2,785 shares of Series B
Preferred Stock owned by Cotton. Subsequently, the shares purchased by
Cotton were retired and the $8.25 per share "floor" has no effect on
the remaining outstanding shares of Series B Preferred Stock. See "The
March Cotton Redemption."

--The exercise price of the Warrants was reduced from $19.80 per share
to $13.50 for the Palladin Group and $13.25 for the RoseGlen Group.

--As to the RoseGlen Group,

-assuming Shareholder approval, the RoseGlen Group agreed to
convert its 375 shares of Series B Preferred Stock within 30
days after the Registration Statement registering the
underlying Common Stock is effective. As of May 17, 1999, the
number of shares of Common Stock issuable would be 315,590
which assumes that the RoseGlen Group has provided at least 60
days prior written notice that it intends to waive its 4.99%
share ownership limitation as described below.

-if the Common Stock is trading at 150% of the exercise price
of the Warrants (which is approximately $19.875 per share,
subject to certain reductions) for three consecutive trading
day periods, the Company may call for redemption of the
Warrants held by the RoseGlen Group, subject to the Common
Stock meeting certain requirements and adjustments.

--As to the Palladin Group,

-if, on or before April 30, 1999, the closing bid price for
the Common Stock is above $17.00 and there is an effective
Registration Statement, the Company may call for redemption of
the Warrants held by the Palladin Group, subject to certain
requirements and adjustments, including the 20% Share
Limitation.

-Palladin has agreed to a maximum conversion price equal to
the lesser of $3.5138 per share or the "Conversion Price," as
defined below.

- On May 7, 1999, the Company purchased the Palladin Group
Warrants at $3.00 per share and such Warrants were so retired.

THE MARCH COTTON REDEMPTION

TERMS OF THE SERIES B SECURITIES

Below is a summary of all the current material terms of the Series B Securities.
To the extent that certain terms relate to only certain of the holders of
certain Series B Securities, that information is so noted below.

o The Series B Preferred Stock

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<PAGE>

- --Stated Value $5,000.

- --Dividends The holders are generally entitled to receive
cumulative quarterly dividends of four percent (4%)
of the Stated Value per share per year, which accrue
daily. Dividends are payable on October 31, January
31, April 30, and July 31 and are payable in shares
of Common Stock at the Conversion Rate described
below (assuming certain criteria are met) or, at the
option of the Company, in cash. However, the Company
must provide the holders with 20 days prior written
notice of its intent to pay such dividends in cash.
The Company is precluded from paying dividends in
shares of Common Stock upon the occurrence of one or
more "Triggering Events," as described below. Any
accrued and unpaid dividends that have not been paid
within five business days of the payable date bear
interest at a rate of 2% per month until paid. No
other dividends or other distributions are to be paid
in respect of the Common Stock if the dividends on
the Series B Preferred Stock are in arrears.

No dividends have been paid on the remaining
outstanding shares of Series B Preferred Stock since
payment of the October 31, 1998 dividends due and as
such, the dividend payments are in arrears.

- --Liquidation In the event of liquidation, dissolution or winding
up of Able, the holders of the Series B Preferred
Stock are entitled to receive, for each share of
Series B Preferred Stock held, prior to and in
preference to any distribution of assets or surplus
funds of the Company to any holder of Common Stock,
an amount equal to the "Liquidation Value" which is
equal to an amount equal to the sum of $5,000 plus
any unpaid dividends and accrued which default
interest to which holders of Series B Preferred Stock
may be entitled.

- --Maturity Date If any Series B Preferred Stock is not converted
by June 30, 2003, it will automatically convert
(unless extended according to the Articles of
Amendment or the Registration Rights Agreement
applicable to the shares of Common Stock underlying
the Series B Preferred Stock, or unless otherwise
prohibited by applicable Nasdaq rules such as Rule
4460(i)) into Common Stock.

- --Conversion,
Generally The holders of the Series B Preferred Stock are
entitled to convert their shares of Series B
Preferred Stock into shares of Common Stock at any
time up until the June 30, 2003 (the "Maturity
Date,") as may be extended by the Articles of
Amendment or Registration Rights Agreement; provided
however, that in no event may any holder convert
shares of Series B Preferred Stock if that holder
(together with its affiliates) would beneficially
own, immediately after and giving effect to the
conversion, more than 4.99% of the then outstanding
shares of Common Stock. However, this prohibition may
be waived if the holder gives the Company at least 61
days prior notice of its intent to waive the 4.99%
limitation.

- --Conversion Rate Pursuant to the terms of the Series B Preferred
Stock, each share of Series B Preferred Stock is
convertible at any time prior to the Maturity Date,
into shares of Common Stock of the Company, by an
amount equal to the following quotient:

(i) $5,000 (the "Stated Value") plus any unpaid
default interest through the conversion date, plus
any unpaid dividends with respect to such shares, and

(ii) the Conversion Price (as described below) in
effect at the time of the conversion.

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<PAGE>

- --Conversion Price Generally, the Conversion Price is calculated at a
price equal to a percentage discount (which is
subject to adjustment in the event of certain
defaults) of the lesser of:

--the average of the low trading price of the Common
Stock on Nasdaq as reported by Bloomberg Financial
Markets ("Trading Price") for shares of Common Stock
for any three (3) trading days (which need not be
consecutive) during the twenty-two (22) trading days
(the "Pricing Period") immediately preceding the
conversion date (which Pricing Period may be subject
to adjustment in the event that the registration
statement filed with the SEC is not effective by
August 18, 1999), and

--the low Trading Price for Shares of Common Stock,
each on the Trading Day immediately preceding the
conversion date (the "Low Sales Price"), on Nasdaq,
the New York Stock Exchange or the American Stock
Exchange, as applicable; provided that the Conversion
Price shall not be less than ninety-five percent
(95%) of the Low Sales Price on the Conversion Date.

Notwithstanding the above, the Company and the
Palladin Group, which currently owns 404 shares of
Series B Preferred Stock, have agreed to a conversion
price equal to the lesser of $3.5138 per share or the
Conversion Price.

- --Adjustments The Conversion Price is subject to adjustment in the
event of:

-a forward or reverse stock split,

-a stock dividend,

-a merger, consolidation or transfer or sale of all
or substantially all of Able's assets,

-a reorganization, reclassification, consolidation,
merger or sale of all or substantially all of the
Company's assets,

-certain Common Stock issuances, including if at any
time prior to June 30, 1999 the Company issues or
sells any Common Stock at a discount greater than the
percentage discount described under the "Conversion
Price," as may be adjusted, or at a ceiling price
less than the Conversion Price, or if the Company
issues or sells convertible securities that are
convertible or exchangeable for common stock at a
price which varies with the market price of the
Common Stock, or

-any other similar action of the type described or
contemplated above.

The pricing period for determining the conversion
price may also be expanded in the event that the
Company fails to have the Registration Statement
declared effective with the SEC by May 18, 1999,
which time frame has not been met by the Company. See
"--Failure to Register the Underlying Shares of
Common Stock within the Specified Time."

- --Redemption if
Insufficient Shares
of Common Stock
Not Available If the Company does not have a sufficient amount of
Common Stock available to satisfy its obligations to
any holder of Series B Preferred Stock upon receipt
of a conversion notice therefrom, or if the Company
is otherwise unable or unwilling to issue Common
Stock in conversion therefor, then the Company must
pay in cash to each holder an amount equal to

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three percent of the Liquidation Value of the Series
B Preferred Stock for each 30-day period (or portion
thereof) that the Company fails or refuses to issue
such Common Stock. At any time five days after the
commencement of the first 30-day period described
above, at the request of a holder of Series B
Preferred Stock, the Company must redeem, at a price
equal to 130% of the Liquidation Value of the Series
B Preferred Stock (the "Premium Redemption Price"),
(i) the number of shares of Series B Preferred Stock
equal to such holder's pro rata share of the
"Deficiency," as defined below, if the failure to
issue Common Stock results from the lack of a
sufficient number thereof, or (ii) all of such
holder's Series B Preferred Stock (or such lesser
number as such holder may elect), if the failure to
issue Common Stock results from any other cause. The
"Deficiency" is equal to the number of shares of
Series B Preferred Stock that would not be able to be
converted into Common Stock due to an insufficient
amount of Common Stock being available, assuming that
all of the outstanding shares of Series B Preferred
Stock were submitted for conversion at the Conversion
Price as of the date such Deficiency were determined.

- --Redemption Upon
Refusal to Pay
Default or Other
Payments The holders of the Series B Preferred Stock may also
require the Company to redeem their shares of such
stock at the Premium Redemption Price if (i) the
Company fails or refuses to pay any default payment
or honor any penalty or similar amounts when due, or
(ii) the Company fails to seek or obtain Shareholder
approval for the issuance of Common Stock to the
holders of the Series B Preferred Stock that exceeds
20% of the issued and outstanding Common Stock, as
described in this Proposal No. 6.

- --Redemption Upon a
Major Transaction Holders are entitled to redemption of the Series B
Preferred Stock upon a "Major Transaction," at such
holder's option, which is defined as:

-the consolidation, merger or other business
combination of the Company with or into another
person, other than:

-a consolidation, merger or other business
combination in which holders of the
Company's voting power immediately prior to
the transaction continue after the
transaction to hold, directly or indirectly,
the voting power of the surviving entity or
entities necessary to elect a majority of
the members of the Board of Directors (or
their equivalent if other than a
corporation) of such entity or entities, or

-pursuant to a statutory merger effected
solely for the purpose of changing the
jurisdiction of incorporation of the
Company;

-the sale or transfer of all or substantially all of
the Company's assets; or

-a purchase, tender or exchange offer made to and
accepted by the holders of more than 30% of the
outstanding shares of Common Stock.

In the event of a Major Transaction, the redemption
price per share of Series B Preferred Stock shall be
the greater of:

the Premium Redemption Price; and

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the product of (A) the Conversion Rate at
such time, and (B) the Closing Bid Price on
the date of the public announcement of such
Major Transaction or the next date on which
the exchange or market on which the Common
Stock is traded is open if such public
announcement is made (X) after 12:00 p.m.
Eastern Time, on such date or (Y) on a date
on which the exchange or market on which the
Common Stock is traded is closed.

- --Redemption Upon a
Triggering Event Holders are entitled to redemption of the Series B
Preferred Stock upon a "Triggering Event"
("Triggering Event"), at such holders' option. A
Triggering Event shall be deemed to have occurred at
such time as any of the following events:

-the failure of the Registration Statement covering
the Common Stock underlying the Series B Preferred
Stock to be declared effective on or before December
27, 1998 (180 days after the date of issuance of the
Series B Preferred Stock) which was subsequently
extended to May 18, 1999 by agreement with the
holders of the Series B Preferred Stock (while the
May 18, 1999 deadline has occurred, to date none of
the Series B Securities holders have given the
Company notices that any of them are exercising their
redemption rights pursuant to this or any other
Triggering Event).

-while the Registration Statement is required to be
maintained effective pursuant to the terms of the
Registration Rights Agreements, in the event the
effectiveness of the Registration Statement lapses
for any reason (including, without limitation, the
issuance of a stop order) or is unavailable,

-delisting or suspension from listing of the Common
Stock from Nasdaq, for a period of 5 consecutive days
or for an aggregate of at least 10 days in any
365-day period,

-the Company's notice to any holder of any shares of
Series B Preferred Stock at any time of its intention
not to comply with proper requests for conversion, or

-any representation or warranty by the Company was
not true and correct at the time made or the Company
breaches any covenant or other term or condition of
the documents relating to the Series B Offering.

Generally, the redemption price per share of Series B
Preferred Stock is equal to the greater of:

the Premium Redemption Price,

the product of (A) the Conversion Rate on
the date of such holder's delivery of a
notice of redemption, and (B) the greater of
(i) the closing bid price on the trading day
immediately preceding such Triggering Event
or (ii) the closing bid price on the date of
the holder's delivery to the Company of such
Notice or, if such date of delivery is not a
trading day, the next date on which the
exchange or market on which the Common Stock
is traded is open.

- --Payment of the
Redemption Price In the case of redemption upon a Major Transaction,
upon proper notice, the Company is obligated to pay
the holder prior to the consummation of the Major
Transaction. In the case of redemption upon a
Triggering Event, upon proper notice, the Company is
obligated to pay the holder within five business days
after receipt of such notice. In the event the
Company

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fails to redeem the shares submitted for redemption,
the applicable redemption price payable with respect
to such unredeemed shares of Series B Preferred Stock
bears interest at 2.0% per month (pro rated for
partial months) until paid in full. Until payment is
made, such holder has the option to void its
redemption notice.

- --Failure to Register
the Underlying
Shares of
Common Stock
within the
Specified Time In the event the Company fails, refuses or is unable
to cause the Common Stock underlying the Series B
Securities to be listed on Nasdaq and each other
securities exchange and market on which the Common
Stock is then traded at all times during the period
(the "Listing Period") from the earlier of (i)
December 27, 1998 and (ii) the date the Registration
Statement is declared effective by the SEC until the
Maturity Date (provided that such date shall be
deferred 1.5 days for each day that the Registration
Statement is not effective), then the Company may be
obligated to pay in cash to each holder of Series B
Preferred Stock a default payment in an amount equal
to 3% of the Liquidation Value represented by the
Series B Preferred Stock held by such holder for each
30-day period during the Listing Period from and
after such failure, refusal or inability to so list
the Common Stock underlying the Series B Securities
until such securities are so listed.

- --Registration
Rights A registration statement registering the underlying
Common Stock has been filed with the SEC, but is not
yet effective. As a result, unless the period of time
for the Registration Statement to be declared
effective is extended, then a Triggering Event has
occurred.

- --Voting Rights Generally, holders of the Series B Preferred Stock
generally have no voting rights, except as may be
required by law. However, the Company must obtain a
written consent of the holders of not less than
two-thirds of the then outstanding shares of Series B
Preferred Stock, in order to:

-amend the Certificate of Designations of the Series
B Preferred Stock,

-issue additional or other capital stock which is
senior or of equal rank to the Series B Preferred
Stock in respect of distributions and payments upon
liquidation, dissolution and winding up of the
Company,

-amend the Articles of Incorporation in any way that
would adversely affect or impair the rights or
priority of the holders of the Series B Preferred
Stock relative to the holders of the Common Stock or
any other class of capital stock,

-declare any dividend on the Common Stock,

-waive a default in payment of dividends on the
Series B Preferred Stock

-reorganize or reclassify any of the capital stock of
the Company, consolidate or merge the Company with or
into any other corporation or corporations, or sell
of all or substantially all of the assets of the
Company, which would have an adverse effect on any of
the rights, preferences, or privileges of the Series
B Preferred Stock.

FUTURE PRICED SECURITIES

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The Conversion Price of the Series B Preferred Stock is generally tied to the
trading price of the Common Stock, although a maximum price of $3.5138 per share
has been established for the Palladin Group (as to their 404 shares of Series B
Preferred Stock). Securities such as the Series B Preferred Stock that may be
converted into Common Stock at a price lower than the future market price of the
Common Stock are often referred to as "Future-Priced Securities." The lower the
price of the Common Stock, the lower the Conversion Price, and consequently, the
more shares of Common Stock that are issuable upon conversion of the Series B
Preferred Stock. Because the conversion rate of the Series B Preferred Stock
cannot be determined as to the shares held by the RoseGlen Group and the
Palladin Group, which have no floor price, if the issuance of a future-priced
security is followed by a decline in the Common Stock price, the existing
holders of the Common Stock will face additional dilution. Short selling of the
Common Stock (i.e. committing to sell the stock at a future date with the hope
that the trading price falls so that the seller may purchase the Common Stock at
a lower price than the price at which he committed to sell), including by the
holders of the Series B Preferred Stock, could lead to a lowering of the trading
price of the Common Stock, resulting in more shares of Common Stock being
issuable upon conversion of the Series B Preferred Stock. While the Company does
not encourage short selling of the Common Stock, the Company cannot prevent this
activity from occurring, which could lead to a drop in the trading price of the
Common Stock.

o The Warrants

- --Number of Warrants Initially 1,000,000, of which 370,000 remain
outstanding, which are currently owned by the
RoseGlen Group.

- --Exercise Period Through June 30, 2003, however, the expiration date
of the Series B Warrants may be extended by 1.5 days
for every day between December 27, 1998 and June 30,
2003 upon which a registration statement covering the
shares of Common Stock underlying the Warrants is not
effective. In no event shall any holder of Warrants
be entitled to exercise such Warrants if and to the
extent that such holder (together with its
affiliates) would beneficially own, immediately after
and giving effect to such conversion, greater than
4.99% of the outstanding shares of Common Stock.

- --Exercise Price The exercise price was initially $19.80 per share.
Subsequently, the exercise price of 370,000 Warrants
was reduced to $13.25 per share and the exercise
price of 630,000 Warrants was reduced to $13.50 per
share. 630,000 of the Series B Warrants owned by the
Palladin Group were repurchased by the Company on May
7, 1999 and retired.

- --Adjustments to the
Exercise Price The exercise price is subject to proportional
adjustment pursuant to certain anti-dilution
provisions in the event that the Company takes any of
the following actions:

-at any time prior to June 30, 1999, the Company
issues or sells any Common Stock or convertible
securities, (other than previously issued securities
or those issued to employees, directors or
consultants) at a purchase price per share less than
the greater of (A) the exercise price or, (B) the
fair market value of the Common Stock on the trading
day next preceding such issue or sale.

-a forward or reverse stock split,

-a stock dividend,

-a merger, consolidation or transfer or sale of all
or substantially all of Able's assets,

-a reorganization or reclassification of the Common
Stock,

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-if the Company distributes to holders of its Common
Stock, other than as part of the Company's
dissolution, liquidation or the winding up of its
affairs, any shares of its capital stock, any
evidence of indebtedness, or any of its assets (other
than Common Stock), or

-any other similar action of the type described or
contemplated above.

- --Cashless Exercise The Warrants may be exercised, in whole or in part,
on a "cashless" basis.

- --Call Provisions See discussion above under "February Agreements."

- --Redemption At any time and from time to time until all of the
Warrants have been exercised (or retired), and
provided that (i) the Company is not in breach of any
provisions of the Warrants, the Company may purchase
the Warrants from the holders thereof (upon 30 days
prior written notice) at a purchase price equal to
$35.00, multiplied by the number of the unexercised
Warrants owned by such holder (the "Repurchase
Price").

THE COMMON STOCK UNDERLYING THE SERIES B SECURITIES

For a general description of the Common Stock, par value $.001, underlying the
Series B Preferred Stock and the Series B Warrants, see Proposal No. 2. Other
than as described above, the holders of the Series B Securities are not entitled
to any pre-emptive rights under the terms of either the Series B Preferred Stock
or the Series B Warrants other than as described herein. The rights granted to
the holders of the Series B Securities under the Series B Preferred Stock and
the Series B Warrants are not limited or qualified by any rights of any other
class of securities.

With respect to the shares of Common Stock underlying the Series B Preferred
Stock and the Series B Warrants, even if Shareholder approval were obtained,
unless and until the Registration Statement that has been filed with the SEC to
register such underlying shares of Common Stock has been declared effective
(which, to date, has not yet occurred), the certificate representing such shares
shall include the following legend:

NASDAQ RULE 4460(i) AND ITS EFFECT OF SHAREHOLDER APPROVAL

As discussed above, Rule 4460(i) requires Shareholder approval for certain
events, including:

o upon a change of control,

o when stock of another company is acquired if, due to the
present or potential issuance of common stock or securities convertible
or exercisable into common stock, the number of shares of common stock
to be issued is or will be equal to or in excess of 20% of the number
of shares of common stock outstanding before the issuance of the
securities, or

o in connection with a transaction involving the sale or
issuance of common stock (or securities convertible into or exercisable
into common stock) equal to 20% or more of the common stock outstanding
before the issuance for less than the greater of book or market value
of the stock.

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As of the date of the mailing of these Proxy Materials, the RoseGlen Group and
the Palladin Group have converted an aggregate of 436 shares of Series B
Preferred Stock into an aggregate of 1,007,927 shares of Common Stock. The 20%
Share Limitation (determined as of April 26, 1998) is 1,875,960 shares of Common
Stock and thus, only an additional 868,033 shares of Common Stock may be issued
by the Company to holders of securities issued in connection with the MFSNT
Acquisition, without exceeding the 20% Share Limitation or obtaining Shareholder
approval.

Because the Series B Preferred Stock are "future-priced securities", the total
number of shares actually issuable cannot be determined since the Conversion
Price constantly changes, depending on the stock price of the Common Stock on
any given day. Thus, the number of shares of Common Stock into which the
remaining outstanding shares of Series B Preferred Stock may be converted cannot
be pre-determined. Additionally, there is no minimum Conversion Price or a
maximum number of shares of Common Stock into which the Series B Preferred Stock
held by the RoseGlen Group and the Palladin Group is convertible. As a result,
the Company is seeking Shareholder approval to permit the RoseGlen Group and the
Palladin Group (and any subsequent holder) to convert or exercise their
respective Series B Securities in excess of the 20% Share Limitation, since the
percentage of shares that may be issued upon conversion is constantly changing.

Moreover, even if the Series B Securities were not integrated with the grant of
the WorldCom Option and the WorldCom Equity Award pursuant to Rule
4460(i)(1)(C), as discussed above, it is possible that based upon the total
number of shares of Series B Preferred Stock initially issued in connection with
the Series B Offering, the number of shares of Series B Preferred Stock that
could ultimately be convertible into a number of shares of Common Stock could
exceed the 20% Share Limitation, depending on the Conversion Price, independent
of the number of shares that may be issued upon the exercise of the WorldCom
Option and the WorldCom Equity Award (assuming Shareholder approval). In
addition, the shares of Common Stock issuable upon exercise of the Series B
Warrants must also be aggregated with shares of Common Stock issuable upon
conversion of the Series B Preferred Stock. Thus, Shareholder approval of
Proposal No. 6 is necessary pursuant to Rule 4460(i)(1)(C), independent of the
WorldCom Option and the WorldCom Equity Award, as described in Proposal No. 5.
However, even if Shareholder approval of Proposal No. 6 is obtained, the
Palladin Group and the RoseGlen Group each must provide not less than 60 days
prior written notice to the Company of their respective intents to own more than
4.99% of the outstanding Common Stock of the Company.

In addition, because there is no floor (minimum) exercise price or number of
shares that may be issued upon conversion of the remaining 779 shares of Series
B Preferred Stock, if the price of the Common Stock dropped drastically to well
below $1.50 per share, there is a remote possibility that the issuance of shares
to the RoseGlen Group and the Palladin Group could result in a change of control
(assumed to be 30% or more ownership of the Common Stock). As a result,
Shareholder approval is also required pursuant to Rule 4460(i)(1)(B) upon a
change of control.

Furthermore, because the Series B Preferred Stock is convertible into Common
Stock at any time at a discount from the market price of the Common Stock at the
time of conversion, Rule 4460(i)(1)(D) is also applicable. Rule 4460(i)(1)(D),
among other things, requires Shareholder approval in connection with a
transaction involving the sale or issuance of common stock (or securities
convertible into or exercisable into common stock) equal to 20% or more of the
common stock outstanding before the issuance for less than the greater of book
or market value of the common stock. Because the Conversion Rate is discounted
from the market price of the Common Stock, Rule 4460(i)(1)(D) applies to the
conversion of the Series B Preferred Stock and may apply to the exercise of the
Series B Warrants in the event that the exercise price of the Series B Warrants
is less than the book or market value of the Common Stock as of the date of
exercise.

In the event that Shareholder approval is obtained as to this Proposal No. 6, as
of May 17, 1999, based upon a price per share of Common Stock of $6.25 and
assuming exercise of the outstanding Series B Warrants (although the Series B
Warrants were not "in the money") and conversion of the outstanding Series B
Preferred Stock as of that date, the holders of the Series B Securities would,
in the aggregate, be entitled to receive 890,466 shares of Common Stock upon
conversion of the Series B Preferred Stock and 370,000 shares of Common Stock
upon exercise of the Series B Warrants, which, in the aggregate would represent
9.56% of the outstanding Common Stock as of May 17, 1999 after conversion and
would result in dilution to the current Shareholders' interests in the Company.
If Proposal No. 6 is

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approved by the Shareholders, no further authorization for the issuances upon
conversion of the Series B Preferred Stock or exercise of the Series B Warrants
will be solicited.

Assuming Shareholder approval, any proceeds received by the Company from the
exercise of the Series B Warrants (and based upon an exercise price of $13.25
per share would total approximately $4,902,500) would be used to satisfy a
portion of the Company's obligations.

REASONS FOR APPROVAL OF PROPOSAL NO. 6 AND THE BOARD'S RECOMMENDATION

The Board of Directors believes that it is in the Shareholders' best interest
for the holders of the Series B Securities to be entitled to convert their
shares of Series B Preferred Stock into Common Stock and exercise the Series B
Warrants (i) in an amount of Common Stock that represents more than the 20%
Share Limitation (taking into consideration the securities described in both
Proposal No. 5 and Proposal No. 6), (ii) at an exercise price that is less than
the market value of the Common Stock, and (iii) into an amount of Common Stock
that could result in a change of control (assumed to be 30% or more ownership of
the Common Stock). Approval of Proposal No. 6 by the Shareholders would satisfy
the Shareholder approval requirements of Nasdaq Rules 4460(i)(1)(B), (C) and
(D). Assuming Shareholder approval, if the holders of the Series B Preferred
Stock had converted their shares of Preferred Stock into Common Stock as of May
17, 1999, the holders would have received, in the aggregate, 890,466 shares of
Common Stock. Additionally, if the RoseGlen Group had also exercised their
Series B Warrants to purchase 370,000 shares of Common Stock, these shares would
also be outstanding. These additional shares would have represented 9.56% of the
outstanding Common Stock at May 17, 1999 and along with the 1,007,927 shares of
Common Stock received upon the RoseGlen Group's and the Palladin Group's
previous conversions, would have represented, in the aggregate, 15.98% of the
then outstanding Common Stock. If Proposal No. 6 is approved by the
Shareholders, no further authorization for the issuances upon conversion of the
Series B Preferred Stock or exercise of the Series B Warrants will be solicited.

If Shareholder approval is not obtained, the holders of the Series B Securities
may be entitled to require the Company to redeem up to 779 shares of Series B
Preferred Stock for an aggregate redemption price of approximately $6.3 million
(based upon a Premium Redemption Price of 130% of the Stated Value, plus accrued
dividends and default interest). Payment of any redemption would materially and
adversely affect the Company's cash flow because:

o of the short time frame to pay for such redemption (five
business days upon a Triggering Event), and

o depending on the number of shares of Series B Preferred Stock
to be redeemed, such redemption could necessitate a dollar payment to
the holders which could severely diminish the Company's existing cash
flow, working capital and credit facility as well as adversely impact
on the Company's business and its financial condition.

Such an exercise and/or payment would also result in a default in one or more
other obligations of the Company, including its obligations to senior lenders
under its credit facility. Such defaults would have a material adverse impact on
the Company's business, financial condition, results of operations and cash
flow.

Shareholder approval, however, would not negate any "Triggering Events,"
including the Company's obligation to have the Registration Statement declared
effective by May 18, 1999. Even if Shareholder approval to issue the shares of
Common Stock issuable upon conversion of the Series B Preferred Stock and
exercise of the Series B Warrants, the Company could still be in default of its
other obligations, resulting in monetary penalties as well as redemption of the
Series B Common Stock at the Premium Redemption Price per share described above.

THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" APPROVING THE POSSIBLE
ISSUANCE OF MORE THAN 1,875,960 SHARES OF COMMON STOCK UPON THE CONVERSION OF
THE SHARES OF SERIES B PREFERRED STOCK AND THE EXERCISE OF CERTAIN WARRANTS

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ISSUED IN THE SERIES B OFFERING, WHICH SHARE AMOUNT OF 1,875,960 REPRESENTS AT
LEAST 20% OF THE OUTSTANDING COMMON STOCK DETERMINED IMMEDIATELY PRIOR
TO THE MFSNT AGREEMENT DATED APRIL 26, 1998.

PROPOSAL NO. 7

RATIFYING THE APPOINTMENT OF ARTHUR ANDERSEN LLP AS THE COMPANY'S
INDEPENDENT ACCOUNTANTS

The Board of Directors has selected the firm of Arthur Andersen LLP to serve as
the Company's independent accountants for the fiscal year ending October 31,
1999 and recommends to the Shareholders that they vote for the ratification of
that appointment. In the event the appointment of Arthur Andersen LLP is
ratified, it is expected that Arthur Andersen LLP will also audit the books and
accounts of the Company's subsidiaries at the close of the current fiscal year.
Representatives of Arthur Andersen LLP are expected to be present at the Annual
Meeting, will have the opportunity to make a statement, if they so desire, and
are expected to be available to respond to appropriate questions.

Arthur Andersen LLP has served as the Company's auditors to audit the
consolidated financial statements of the Company and its subsidiaries for the
fiscal year 1998 since its engagement by the Company on October 12, 1998. Ernst
& Young LLP, the Company's previous auditors, resigned as the Company's auditors
effective September 7, 1998. The reports of Ernst & Young LLP on the Company's
financial statements for the fiscal years ended October 31, 1997 and 1996 did
not contain an adverse opinion or disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope, or accounting principles. In
connection with the audits of the Company's financial statements for each of the
two years ended October 31, 1997 and 1996, and in the subsequent interim
periods, there were no disagreements with Ernst & Young LLP on any matters of
accounting principles or practices, financial statement disclosure, or auditing
scope and procedures which, if not resolved to the satisfaction of Ernst & Young
LLP, would have caused Ernst & Young LLP to make reference to the matter in
their reports.

Ernst & Young did inform the Company of the existence of the following
reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K of the
Securities Act of 1933, as amended:

In their Report to the Audit Committee for the year ended October 31,
1997, Ernst & Young LLP advised the Company as to the existence of
reportable conditions in the Company's system of internal controls.
These reportable conditions related to: (i) the lack of segregation of
duties over the cash disbursement function, (ii) the failure to provide
adequate documentation to support the business purpose of certain
significant transactions with related parties, and (iii) the lack of
monitoring controls over operations of its foreign subsidiaries.

Arthur Andersen LLP personnel has consulted with Company management and with
Ernst & Young LLP regarding the nature and scope of the reportable conditions
described above. Management has asserted to Arthur Andersen LLP that such
reportable conditions have either since been corrected or will be corrected
pursuant to a detailed plan. As part of its ongoing audit responsibilities,
Arthur Andersen LLP continues to verify the assertions made by management and to
assess the impact on the Company's internal controls.

During the two most recent fiscal years ended October 31, 1997 and 1996 and
during the subsequent interim period prior to engaging Arthur Andersen LLP,
neither the Company nor someone on the Company's behalf consulted with Arthur
Andersen LLP regarding either the application of accounting principles to a
specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Company's financial statements.
Previously, however, Arthur Andersen LLP was the independent auditors for MFS
Network Technologies, Inc. and Patton Management Corporation, both of which were
acquired by the Company during fiscal year 1998.

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The appointment of auditors is approved annually by the Board of Directors and
subsequently submitted to the Shareholders for ratification. The decision of the
Board of Directors is based on the recommendation of the Audit Committee, which
reviews the scope of the accountants' engagement, including the remuneration to
be paid, and reviews the independence of the accountants.

The proposal to ratify the appointment of Arthur Andersen LLP will be approved
by the Shareholders if it receives the affirmative vote of a majority of the
votes cast by Shareholders entitled to vote on the proposal.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" RATIFYING THE
SELECTION OF ARTHUR ANDERSEN LLP AS INDEPENDENT ACCOUNTANTS

OTHER BUSINESS

The Company knows of no other business to be brought at the Annual Meeting. If,
however, any other business should be properly brought up before the Annual
Meeting, those persons named in the accompanying Proxy Card will vote Proxies as
in their discretion they may deem appropriate, unless you direct them to do
otherwise in your Proxy Card.

OTHER MATTERS

SHAREHOLDER PROPOSALS

Shareholders of the Company wishing to include proposals in the proxy material
in relation to the annual meeting of the Company to be held in 2000 must submit
the same in writing so as to be received at the executive offices of the Company
on or before December 31, 1999. Such proposals must also meet the other
requirements of the rules of the SEC relating to Shareholders' proposals.

If notice of a Shareholder proposal that has not been submitted for inclusion in
the Company's proxy statement is not received by the Company on or before May
16, 2000 or such date which is 45 days before the date this proxy is mailed, the
persons named in the enclosed form of proxy will have discretionary authority to
vote all proxies with respect thereto in accordance with their best judgment. If
notice of the proposal is timely served, the persons named in the enclosed form
of proxy may not exercise their discretionary authority as to the proposal.

SOLICITATION OF PROXIES

The cost of solicitation of proxies for use at the Annual Meeting will be borne
by the Company. Solicitations will be made primarily by mail or by facsimile,
but regular employees of the Company may solicit proxies personally or by
telephone.

OTHER INFORMATION

The Company's Annual Report on Form 10-K/A for fiscal year 1998 and all
subsequent Quarterly Reports on Form 10-Q filed before the date of the Annual
Meeting are incorporated by reference in this Proxy Statement. The Company will
provide to any Shareholder, upon written request and without charge, a copy
(without exhibits) of all information incorporated by reference in this Proxy
Statement. Requests should be addressed to The Financial Relations Board, Inc.,
675 Third Avenue, New York, New York 10017, Attn: Michael K. Lawson.

By Order Of The Board of Directors

C. FRANK SWARTZ

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CHAIRMAN OF THE BOARD

West Palm Beach, Florida
____________, 1999

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APPENDIX A

ABLE TELCOM HOLDING CORP.
1995 STOCK OPTION PLAN, AS AMENDED

SECTION 1. PURPOSE.

This 1995 Stock Option Plan is intended to provide incentives to the officers,
employees and other eligible persons performing services for Able Telcom Holding
Corp. and its present and future subsidiaries to acquire an ownership interest
in the Company through the exercise of options to purchase Common Stock or the
receipt of awards of shares of Common Stock which may be granted pursuant to
this Plan.

SECTION 2. DEFINITIONS.

(a) "Agreement" shall have the meaning, ascribed to the term as set
forth in Section 6 hereof.

(b) "Award" means an Option or a Stock Award granted to an eligible
person pursuant to this Plan.

(d) "Common Stock" means the common stock, $.001 par value per share,
of the Company.

(e) "Company" means Able Telcom Holding Corp., a Florida corporation.

(f) "Employee" means every individual performing services for the
Company or any Subsidiary if the relationship between him and the person for
whom he performs such services is the legal relationship of employer and
employee as determined in accordance with Section 3401(c) of Internal Revenue
Code and Treasury Regulations promulgated thereunder. A member of the Board of
Directors in his sole capacity as such is not an Employee.

(g) "Incentive Stock Option" means a right granted pursuant to this
Plan to purchase Common Stock that satisfies the requirements of Section 422 of
the Internal Revenue Code.

(h) "Internal Revenue Code" means the Internal Revenue Code of 1986, as
amended.

(i) "Non-Affiliate Director" means every member of the Board of
Directors who is not an Employee of the Company or any Subsidiary and who does
not beneficially own, within the meaning of Rule 13d-2 of the Securities
Exchange Act of 1934, as amended, more than five percent (5%) of any class of
the outstanding capital stock of the Company.

(j) "Nonqualified Stock Option" means a right granted pursuant to this
Plan to purchase Common Stock that does not satisfy the requirements of Section
422 of the Internal Revenue Code.

(k) "Option" means a right granted pursuant to this Plan to purchase
Common Stock which may be either an Incentive Stock Option or a Nonqualified
Stock Option as determined by the Board of Directors.

(l) "Optionee" means an individual who has received an Option under the
Plan.

(m) "Option Shares" means the shares of Common Stock issuable upon the
exercise of an Option.

(n) "Plan" means this 1995 Stock Option Plan of Able Telcom Holding
Corp.

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(o) "Plan Administrators" shall have the meaning ascribed to the term
as set forth in Section 5 hereof.

(p) "Plan Adoption Date" means the date on which this Plan shall have
been adopted by the Board of Directors.

(q) "Reserved Shares" shall have the meaning ascribed to the term as
set forth in Section 3 hereof.

(r) "Stock Award" shall mean an award of shares of Common Stock under
Section 6-A hereof.

(s) "Subsidiary" means any corporation (other than the Company) in an
(unbroken chain of corporations beginning with the Company if, at the time the
Option is granted, each of the corporations other than the last corporation in
the unbroken chain owns 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain.

SECTION 3. SHARES SUBJECT TO THE PLAN.

Subject to adjustments pursuant to Section 9 of the Plan, no more than Three
Million Five Hundred Thousand (3,500,000) shares in the aggregate of the
Company's Common Stock (the "Reserved Shares") may be issued pursuant to the
Plan to eligible participants. The number of the Reserved shall be reduced by
the number of Options of Stock Awards granted under the Plan. The Reserved
Shares may be made available from authorized but unissued Common Stock of the
Company, from Common Stock of the Company held as treasury stock, from any
shares which may become available due to the expiration, cancellation or other
termination of any Option or the forfeiture of any Common Stock issued pursuant
to a Stock Award previously granted by the Company, or from any combination of
the foregoing.

SECTION 4. ELIGIBILITY.

The individuals eligible to receive Awards under this Plan shall be such valued
Employees, Non-Affiliate Directors, advisors or consultants of the Company or
any Subsidiary, as the Plan Administrators may from time to time determine and
select. Non-Affiliate Directors, advisors and consultants shall be eligible to
receive only Nonqualified Stock Options. Employees shall be eligible to receive
Incentive Stock Options, Nonqualified Stock Options and Stock Awards. An
Optionee may receive more than one Option or Stock Award or any combination of
the two. No Employee of the Company or any Subsidiary is eligible to receive any
Incentive Stock Options if such Employee, at the time the option is granted,
owns, beneficially or of record, in excess of 10% of the outstanding voting
stock of the Company or a Subsidiary; provided, however, that such Employee will
be eligible to receive an Incentive Stock Option if at the time such Option is
granted the Option price is at least 110% of the fair market value (determined
with regard to Section 422(c)(7) of the Internal Revenue Code) of the stock
subject to the Option and such Option by its terms is not exercisable after the
expiration of five years from the date such Option is granted. Pursuant to
Section 422(d) of the Internal Revenue Code, no Option granted pursuant to this
Plan shall be treated as an Incentive Stock Option to the extent that the
aggregate fair market value, determined at the time the Option was granted, of
Common Stock with respect to which Options that otherwise qualify as Incentive
Stock Options are exercisable for the first time by an Employee during any
calendar year, under all plans of the Company and its Subsidiaries, exceeds
$100,000.

SECTION 5. ADMINISTRATION OF THE PLAN.

(a) The Plan shall be administered by the Board of Directors or a
committee thereof consisting solely of two or more "Non-Employee Directors" (as
such term is defined in Rule 16b-3 under the Securities Exchange Act of 1934, as
amended) as determined by the Board of Directors, which may be the compensation
Committee or a subcommittee of the Compensation Committee (in any such case, the
"Plan Administrators").

(b) The Plan Administrators shall have the power, subject to, and
within the limits of, the express provisions of the Plan:

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(i) To determine from time to time which eligible persons
shall be granted Awards under the Plan, and the time
when any Award shall be granted;

(ii) To determine the number of shares of Common Stock to
be subject to any Option or included in any Stock
Award granted to any person and, in the case of
Options, whether such Options are Incentive Stock
Options, Nonqualified Stock Options or any
combination thereof;

(iii) To determine the duration and purposes of leaves of
absence which may be granted to Optionees without
constituting a termination of their employment for
purposes of the Plan;

(iv) To prescribe the terms and provisions of each Option
granted under the Plan (which need not be identical),
including the exercise price and the period of time
during which such Option may be exercised or shall
become exercisable, and the conditions, restrictions,
risks of forfeiture and other limitations, if any,
applicable to any Stock Award;

(v) To construe and interpret the Plan and Awards granted
under it, and to establish, amend and revoke rules
and regulations for its administration; and

(vi) Generally, to exercise such powers and perform such
acts as are deemed necessary or expedient to promote
the best interests of the Company with respect to the
Plan.

(c) The Plan Administrators, in the exercise of these powers, may
correct any defect or supply any omission, or reconcile any inconsistency in the
Plan, or in any Award, in the manner and to the extent it shall deem necessary
or expedient to make the Plan fully effective. All determinations of the Plan
Administrators shall be made by majority vote. Subject to any applicable
provisions of the Company's By-laws, all decisions made by the Plan
Administrators pursuant to the provisions of the Plan and related orders or
resolutions of the Plan Administrators shall be final, conclusive and binding on
all persons, including the Company, shareholders of the Company, Employees and
Optionees.

(d) The Plan Administrators may designate the Secretary of the Company,
or other employees of the Company or competent professional advisors, to assist
in the administration of this Plan and may grant authority to such persons to
execute agreements or other documents on behalf of the Plan Administrators.

(e) The Plan Administrators may employ such legal counsel, consultants
and agents as they may deem desirable for the administration of this Plan and
may rely upon any opinion received from any such counselor consultant and any
computation received from any such consultant or agent. No present or former
Plan Administrator shall be liable for any action or determination made in good
faith with respect to this Plan or any Award granted hereunder. To the maximum
extent permitted by applicable law and the Company's Certificate of
Incorporation and By-laws, each present or former Plan Administrator shall be
indemnified and held harmless by the Company against any cost or expenses
(including counsel fees) or liability (including any sum paid in settlement of a
claim with the approval of the Company) arising out of any act or omission to
act in connection with this Plan unless arising out of such person's own fraud
or bad faith. Such indemnification shall be in addition to any rights of
indemnification the person may have as a director, officer or employee or under
the Certificate of Incorporation of the Company, the By-laws of the Company or
otherwise. Expenses incurred by the Plan Administrators in the engagement of
such counsel, consultant or agent shall be paid by the Company.

SECTION 6. OPTION TERMS AND CONDITIONS.

The Options granted under the Plan shall be evidenced by written Option
Agreements (the "Agreements") consistent with the terms of the Plan which shall
be executed by the Company and the Optionee. The Agreements, in such form as the
Plan Administrators shall from time to time approve, shall, incorporate the
following terms and conditions:

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(a) TIME OF EXERCISE. Options shall be exercisable in accordance with
the terms of the Agreements as approved by the Plan Administrators from time to
time. Incentive Stock Options may be exercised only if, at all times during the
period that begins on the date of the granting of the Incentive Stock Option and
that ends on the day three (3) months before the date of such exercise, the
Optionee was an Employee of the Company or any Subsidiary; provided, however,
that if the Optionee is "disabled" within the meaning of Section 22(e) of the
Internal Revenue Code, then the end of the preceding post-employment exercise
period shall be extended to one (1) year.

(b) PURCHASE PRICE. Except as otherwise provided in Section 4 hereof,
the purchase price per share of Common Stock deliverable upon the exercise of an
Incentive Stock Option shall not be less than the fair market value of the
Common Stock on the date the Option is granted. The purchase price per share of
Common Stock deliverable upon the exercise of a Nonqualified Stock Option shall
be determined by the Plan Administrators in their sole discretion.

(c) METHOD OF EXERCISE. In order to exercise an Option in whole or in
part, the Optionee shall give written notice to the Company at its principal
place of business of such exercise, stating the number of shares with respect to
which the Option is being exercised. Such notice shall be accompanied by full
payment of the purchase price thereof either (i) in cash, or (ii) at the
discretion of the Plan Administrators, in whole shares of Common Stock having a
fair market value equal as of the date of the exercise to the cash exercise
price of the Option, or (iii) at the discretion of the Plan Administrators, by
delivery of the Optionee's personal recourse note bearing interest payable not
less than annually at no less than 100% of the lowest applicable Federal rate,
as defined in Section 1274(d) of the Internal Revenue Code, or (iv) any
combination of (i), (ii) and (iii) above. If the Plan Administrators exercise
their discretion to permit payment of the exercise price of any Option by means
of the methods set forth in clauses (ii), (iii) or (iv) of the preceding
sentence, such discretion shall be exercised in writing at the time of the grant
of die Option in question. The exercise date of the Option shall be the date the
Company receives such notice with any necessary accompaniments in satisfactory
order.

(d) TRANSFERABILITY. An Option shall not be transferable by the
Optionee other than at death and an Option granted to such Optionee is
exercisable, during his lifetime, only by such Optionee.

The Agreements may also contain such other terms, provisions, and conditions
consistent with the Plan and applicable provisions of the Internal Revenue Code
as the Plan Administrators may determine are necessary or proper.

SECTION 6-A. STOCK AWARDS

Subject to the limitations of this Plan, the Plan Administrators may select
persons to receive Stock Awards and determine the time when each Award shall be
granted, the number of shares of Common Stock subject to each Award, the period
of time, if any, during which all of or a portion of such shares shall be
subject to forfeiture and the other terms and conditions of such Award, if any.
Subject to the restrictions set forth below, the recipient of a Stock Award
shall have all the rights of a shareholder of the Company with respect to the
shares of Common Stock subject to such Award, including voting rights and the
right to receive all dividends and other distributions of the Company with
respect to such shares. Certificates representing shares of Common Stock issued
upon the grant of a Stock Award may be by the Company until the lapse of any
conditions to vesting or risks of forfeiture. Shares of Common Stock included in
any Stock Award are not transferable until fully vested or until the lapse or
termination of any other risks of forfeiture.

SECTION 7. STOCK OPTION GRANT FOR NON-AFFILIATE DIRECTORS.

(a) GRANT OF OPTIONS.

(i) Each Non-Affiliate Director of the Company as of the
date of approval of this Plan by the Board of
Directors (the "Plan Adoption Date"), or any other
person as of the date he or she first becomes a
Non-Affiliate Director and thereafter, on the date of
such Non-Affiliate Director's re-election as a
Director of the Companyis hereby, and shall be,

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automatically granted a Nonqualified Stock Option to
purchase Ten Thousand (10,000) shares of Common
Stock. The Options granted to existing Non-Affiliate
Directors as of the Plan Adoption Date shall be at an
exercise price equal to the closing market price for
the Common Stock on that date and shall vest one (1)
year from the date of such grant, so long as such
Non-Affiliate Director is serving as a Non-Affiliate
Director of the Company on such vesting date.

(ii) Each Non-Affiliate Director shall further receive the
number of options described below upon such
Non-Affiliate Director's election, re-election, or
appointment, as the case may be, to serve in the
capacit(ies) described below:

POSITION NUMBER OF OPTIONS
-------- -----------------
Chairman of the Board of Directors 5,000
Audit Committee Chairman 2,000
Audit Committee Member 1,000
Compensation Committee Chairman 2,000
Compensation Committee Member 1,000
Nominating Committee Chairman 2,000
Nominating Committee Member 1,000

The grant of the options described in this Section 7(a)(ii)
shall vest one year from the date of grant so long as such
Non-Affiliate Directors is acting in such capacities as of
such vesting date(s).

(b) OPTION PRICE. Notwithstanding anything to the contrary contained in
this Plan, any Nonqualified Stock Option granted pursuant to this Section 7
shall provide an exercise price per share equal to 100% of the fair market value
per share of the Common Stock on the date of such grant.

(c) OPTION TERM. Any Nonqualified Stock Option granted pursuant to this
Section 7 shall expire on the earlier of (i) the earlier of the date which is
six years from the date of its grant or September 19, 2005, or (ii) the date
which is two years after the date that such Non-Affiliate Director shall no
longer serve as a member of the Board. Nonqualified Stock Options issued to a
non-affiliate Director shall not be exercisable until the first anniversary of
the date of grant (the "Vesting Date"); provided, however, that said Options
shall not vest and shall expire if the Non-Affiliate Director fails to attend at
least 60% of all Board of Directors' meetings, and meetings of committees of
which he is a member, which take place between the date of grant and the Vesting
Date.

(d) OTHER TERMS. All grants of Nonqualified Stock Options pursuant to
this Section 7 shall in all other respects be made in accordance with the
provisions of this Plan applicable to other eligible persons. The provisions of
this Section 7 shall not be amended more than once in any six month period,
other than to comply with changes in the Internal Revenue Code, the Employee
Retirement Income Security Act of 1974, as amended, or other applicable federal
or state law.

SECTION 8. RIGHTS OF STOCKHOLDERS AND OPTIONEE.

An Optionee shall not be deemed to be the holder of, or to have any of the
rights of a holder with respect to, any shares subject to such Option, unless
and until: (a) the Option shall have been exercised pursuant to the terms
thereof; (b) the Company shall have issued and delivered the shares to the
Optionee; and (c) the Optionee's name shall have been entered as a stockholder
of record on the books of the Company. Thereupon, the Optionee shall have full
voting and other ownership rights with respect to such shares.

SECTION 9. ADJUSTMENTS IN THE EVENT OF CHANGES IN THE
CAPITAL STRUCTURE, REORGANIZATION ANTI-DILUTION OR ACCOUNTING CHANGES.

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(a) CHANGES IN CAPITAL STRUCTURE. In the event of a change in the
corporate structure or shares of the Company, the Plan Administrators (subject
to any required action by the stockholders) shall make such equitable
adjustments as they may deem appropriate in the number and kind of shares
authorized by the Plan and, with respect to outstanding Options in the number
and kind of shares covered thereby and in the exercise price of such Options on
the dates granted. For the purpose of this Section, a change in the corporate
structure or shares of the Company shall include, but is not limited to, changes
resulting from a recapitalization, stock split, reverse stock split,
consolidation, rights offering, stock dividend, reorganization, or liquidation.
Any additional shares of Common Stock or other securities or rights issued or
issuable with respect to any portion of a Stock Award which is unvested or
remains subject to risks of forfeiture or other conditions at the time of any
such change shall be subject to the same restrictions, risks or other
conditions, for the same period of time, as are then applicable to such portion
of the Stock Award.

(b) REORGANIZATION-CONTINUATION OF THE PLAN. Upon the effective date of
the dissolution or liquidation of the Company, or a reorganization, merger or
consolidation of the Company with one or more corporations in which the Company
is not the surviving corporation, or of a transfer of substantially all of the
Company's property or more than 80% of the then outstanding shares of the
Company to another corporation not controlled by the Company's stockholders, the
Plan and any Option previously granted under the Plan shall terminate unless
provision be made in writing in connection with such transaction for the
continuation of (i) the Plan and for the assumption of the Options previously
granted, or for the substitution of new Options covering the shares of a
successor employer corporation, or a parent or subsidiary thereof, with
appropriate adjustments (in accordance with the applicable provisions of the
Internal Revenue Code) as to the number and kind of shares and price per share,
in which event the Plan and the Options previously granted or new Options
substituted therefor shall continue in the manner and under the terms as
provided, and (ii) all vesting requirements for any portion of a Stock Award
which is unvested shall be deemed satisfied and the shares subject thereto fully
vested, and all risks of forfeiture or other restrictions or conditions
applicable to any Stock Award shall lapse and terminate.

(c) REORGANIZATION-TERMINATION OF THE PLAN. In the event of a
dissolution, liquidation, reorganization, merger, consolidation, transfer of
assets or transfer of shares, as provided in Section 9(b) above, and if
provision is not made in such transaction for the continuance of the Plan and
for the assumption of Options previously granted or the substitution of new
Options covering die shares of a successor employer corporation or a parent or
subsidiary thereof, then an Optionee under the Plan shall be entitled to written
notice prior to the effective date of any such transactions stating that rights
under his Option must be exercised within thirty (30) days of the date of such
notice or they will be terminated.

SECTION 10. GENERAL RESTRICTIONS.

(a) No Option shall be exercisable, in whole or in part, and die
Company shall not be obligated to sell any Option Shares, if such exercise or
sale would, in the opinion of the Company, violate the applicable requirements
of any Federal or state law. Additionally, no Option shall be exercisable if, at
any time, the Company shall determine in its discretion that:

(i) the listing of the Option Shares is necessary or desirable
under any securities exchange requirements; or

(ii) the qualification of the Option Shares is necessary or
desirable under any applicable law; or

(iii) the consent or approval of any governmental regulatory
body is necessary or desirable as a condition of, or in connection with, the
issuance of the Option Shares; unless such listing, qualification, consent or
approval shall have been effected or obtained free of any conditions not
acceptable to the Company.

(b) If any law or regulation of any state or Federal commission or
agency having jurisdiction shall require the Company or the Optionee to take any
action with respect to the Option Shares, then the date upon which the

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Company shall deliver or cause to be delivered the certificate or certificates
for the Option Shares shall be postponed until full compliance shall have been
made with all such requirements.

SECTION 11. EMPLOYMENT.

Nothing in this Plan shall be deemed to grant any right of continued employment
to a participating employee or to limit or waive any rights of the Company or
its Subsidiary to terminate such employment at any time, with or without cause.

SECTION 12. AMENDMENT.

Subject to the provisions of Section 7(d) hereof, the Board of Directors shall
have the power to amend or revise the terms of this Plan or any part thereof
without further action of the stockholders; provided, however, that no such
amendment shall impair any Award or deprive any Optionee of shares that may have
been granted to him under the Plan without his consent; and provided further
that no such amendment shall, without shareholder approval:

(a) increase the aggregate number of the Reserved Shares;

(b) change the class of persons eligible to receive Awards under the
Plan;

(d) reduce the Option price per share under any Option below fair
market value at the time such Option was granted; or

(e) extend the term of the Plan.

SECTION 13. EFFECTIVE DATE AND TERMINATION OF PLAN.

(a) The effective date of the Plan shall be the Plan Adoption Date;
provided, however, in the event that the Plan is not approved by the voting
stockholders of the Company on or before December 31, 1996, the Plan and all
Options granted and to be granted hereunder shall be null and void and the
Company shall have no obligation of any nature whatsoever to any employee or
other person arising out of the Plan or any options granted or to be granted
hereunder.

(b) The Board of Directors of the Company may terminate the Plan at any
time with respect to any shares that are not subject to Awards. Unless
terminated earlier by the Board of Directors, the Plan shall terminate on
September 19, 2005, and no Awards shall be granted under this Plan after it has
been terminated. Termination of this Plan shall not affect the right and
obligation of any Optionee with respect to Awards granted prior to termination.

SECTION 14. WITHHOLDING TAXES.

Whenever under the Plan shares are to be issued in respect of Awards granted
hereunder, the Company shall have the right to require the recipient to make
arrangements to remit to the Company an amount sufficient to satisfy federal,
state and local withholding tax requirements, if any, prior to or following the
delivery of any certificate or certificates for such shares.

SECTION 15. QUALIFICATION.

This Plan is adopted pursuant to, and is intended to comply with, the applicable
provisions of the Internal Revenue Code and the regulations thereunder.
Incentive Stock Options granted pursuant to this Plan are intended to be
"incentive stock options" as that term is defined in Section 422 of the Internal
Revenue Code and the regulations thereunder. In the event this Plan or any
Incentive Stock Option granted pursuant to this Plan is in any way inconsistent
with the applicable legal

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requirements of the Internal Revenue Code or any regulation thereunder, this
Plan and any Incentive Stock Option granted pursuant to this Plan shall be
deemed automatically amended as of the date hereof to conform to such legal
requirements, if such conformity can be achieved by amendment.

SECTION 16. NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION.

Each Employee who receives an Incentive Stock Option must agree to notify the
Company in writing immediately after the Employee makes a disqualifying
disposition of any Common Stock acquired pursuant to the exercise of an
Incentive Stock Option. For purposes of this Plan, a "disqualifying disposition"
is any disposition (including any sale) of such Common Stock before the later of
(i) two years after the date the Employee was granted the Incentive Stock
Option, or (ii) one year after the date the Employee acquired Common Stock by
exercising die Incentive Stock Option.

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APPENDIX B

(a) additional information concerning the business of the Company and of MFSNT

BUSINESS OF THE COMPANY (Pre-MFSNT Acquisition)

MUCH OF THE INFORMATION PROVIDED HEREIN RELATED TO MFSNT IS AS OF, OR BEFORE,
JULY 2, 1998 (THE ACQUISITION DATE).

Prior to the MFSNT Acquisition, Able specialized in the design, installation,
maintenance and system integration services for advanced voice, data and video
communications networks. Able's customers included, and still include, domestic
and international telephone operating companies, government entities, and mid-
to large- size corporations. Able provided its customers with a number of
complementary services within the telecommunication infrastructure, traffic
management systems, automated manufacturing systems and utility network areas.
Able developed the ability to assemble a large trained workforce, offer a turn-
key service mix and satisfy requirements for capital, bonding, technical,
administrative and financial pre-qualifications which allowed the Company to bid
on large projects and compete on both a national and international level.

Able conducted its business through three main operating groups: (1)
Telecommunication Services, (2) Traffic Management Services, and (3)
Communications Development. Each operating group contained subsidiaries that
relied on local managerial talent supported by centralized corporate control.
These groups are briefly summarized below.

TELECOMMUNICATION SERVICES consisted of network technical services for
building both "outside plant" and "inside plant" telecommunications
systems. "Outside plant" services are large scale installation and
maintenance of coaxial and fiber optic cable (installed either aerial or
underground) and ancilliary equipment for digital voice, data and video
transmissions provided primarily to local telephone companies, although
work has been performed for long distance telephone companies, electric
utility companies, local municipalities and cable television multiple
system operators in the United States, as well as electric utility grids
and water and sewer utilities. "Inside plant" services (also known as
premise wiring) consist of engineering, design, installation and
integration of telecommunication networks and delivery systems for voice,
data and video providing connectivity and networking to offices for large
private businesses, including banks, universities and hospitals.

TRAFFIC MANAGEMENT SERVICES consisted of designing, installing and
maintaining traffic control and signalization devices (i.e., stoplights,
crosswalk signals, drawbridge and railroad track signals and gate systems
traffic detection and data gathering devices). This operating group also
designed, installed and maintained "intelligent highway" communication
systems that involve the interconnection of data and video systems, fog
detection devices, remote signalization or computerized signage in order to
monitor and communicate traffic conditions such that real-time responses to
dynamic changes in traffic patterns and climate conditions can be made.

COMMUNICATIONS DEVELOPMENT activities consisted of management of Able's
joint venture arrangements in Latin America, primarily Venezuela, which
were formed to provide telecommunication installation and maintenance
services to privatized local telephone companies. In 1996, these activities
were expanded to include marketing to Latin American telephone companies of
"Neurolama," an internally developed proprietary telephone call record and
data collection system.

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Able's strategy was to capture an increased share of the market for outsourced
network installation, maintenance and system integration and through increased
marketing efforts by broadening the range of services it offers to customers.
This strategy includes both (i) growth through acquisition and (ii) internal
growth of existing and complementary lines of business.

BUSINESS OF THE COMPANY (Post-MFSNT Acquisition)

GENERAL OVERVIEW

Able is a contractor for the construction and maintenance of facilities-based
communications systems for both public and private sector customers in the
United States and South America. Through Able's Network Services Group, it
provides development, design, engineering, project management, installation,
construction, operation and maintenance services for telecommunications systems.
In addition, Able's Transportation Services Group provides services for the
design, development, integration, installation, construction, project
management, maintenance and operation of advanced intelligent transportation
systems, automated toll collection systems and electronic traffic management and
control systems. Able's Communications Development Group provides communications
design, installation and maintenance services to foreign telephone companies.
The following discussion of Able's business includes those aspects of Able's
operations acquired in the MFSNT acquisition. For a better understanding of
those aspects of Able's business attributable to MFSNT see the description of
the business of MFSNT set forth under the heading "Business of MFSNT."

COMPANY STRUCTURE

Able was incorporated in Colorado in 1987 as "Delta Venture Fund, Inc." Able
adopted its current name in 1989 and changed its corporate domicile to Florida
in 1991. From 1992 until 1994, 95 percent of Able's revenues and profits were
derived from telecommunications services provided primarily through two
majority-owned subsidiaries located in Caracas, Venezuela. To decrease its
exposure to foreign markets, in 1994 Able expanded its business focus by
marketing its services in the southeastern United States with the acquisition of
Florida-based Transportation Safety Contractors, Inc. and its affiliates
(collectively, "TSCI"). TSCI installs and maintains traffic control signage,
signalization and lighting systems and performs outside plant telecommunication
services.

To further expand in the domestic market and to facilitate a continued
acquisition program, during the fourth quarter of fiscal 1995 Able reorganized
its management and operational structure into three operating groups described
above and embarked on a series of acquisitions. From December 1995 to July 1998,
Able experienced significant growth by completing strategic acquisitions,
including H.C. Connell, Inc. ("Connell"), Georgia Electric Company ("GEC"),
Patton Management Corporation ("Patton"), Dial Communications, Inc. ("Dial") and
MFSNT and its acquisition of 12 contracts (COMSAT contracts) with the Texas
Department of Transportation from CRSI Acquisition, Inc., a subsidiaryof COMSAT
Corporation.

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Substantially all of Able's assets and operations are held by or conducted
through domestic and foreign subsidiaries. Each of TSCI, Connell, GEC, Dial,
Patton and MFSNT continue to operate as wholly-owned subsidiaries of the
Company.

SERVICES, MARKETS AND CUSTOMERS

Able conducts three distinct types of business activities, two of which are
primarily conducted in the United States and one of which is conducted abroad.
Domestically, Able provides telecommunication network services and traffic
management services. Abroad, principally in Venezuela, Able conducts
communication development activities. Each of these activities is discussed in
more detail below.

NETWORK SERVICES GROUP. Able's Network Services Group provides
telecommunications network services through two divisions: (i) the
Telecommunications Systems Integration division that provides general
contracting services for large-scale telecommunications projects, and (ii) the
Telecommunications Construction division that specializes in the construction of
network projects or project phases.

Able provides turn-key telecommunications infrastructure solutions through the
Telecommunications Systems Integration division. As a telecommunications systems
integrator, Able provides "one-stop" capabilities that include project
development, design, engineering, construction management, and on-going
maintenance and operations services for telecommunications networks. Able's
projects include the construction of fiber optic networks that provide advanced
digital voice, data and video communications and wireless infrastructure
deployment.

The Telecommunications Construction division provides construction and technical
services for building both "outside plant" and "inside plant" telecommunications
systems as discussed above. "Outside plant" installations are most often
undertaken to upgrade or replace existing communications networks. "Inside
plant" services include deisgn, engineering, installation and integration of
telecommunications networks for voice, video and data inside customers'
facilities. Additionally, Able provides maintenance and installation of electric
utility grids and water and sewer utilities. Able provides "outside plant"
telecommunications services primarily under hourly and per unit basis contracts
to local telephone companies. Able also provides these services to long distance
telephone companies, electric utility companies, local municipalities and cable
television multiple system operators.

TRANSPORTATION SERVICES GROUP. Similar to the Telecommunications Systems
Integration division of the Network Services Group, the Transportation Services
Group provides intelligent transportation and traffic management services
through two divisions: (i) the Transportation Systems Integration division which
provides full-service general contracting services for large-scale projects, and
(ii) the Transportation Construction division which specializes in the
construction of network projects or project phases.

3
<PAGE>

The Transportation Systems Integration division provides "one-stop" electronic
toll and traffic management solutions for intelligent transportation system
infrastructure projects, including project development and management, design,
development, integration, installation, engineering, construction and systems
operation and maintenance. Additionally, Able develops proprietary software and
applications designed to support these systems. The electronic toll and traffic
management segment of the intelligent transportation system industry uses
technology to automate toll collection for bridges and highways, allowing for
"non-stop" toll collection. Electronic toll and traffic management systems use
advanced scanning devices to identify a car's type, combined with the user's
account information, as the car passes a tolling station and immediately debits
the appropriate toll from the user's account. In addition, significant support
systems must be developed to maintain electronic toll and traffic management
accounts, and process violations. Able developed Automatic Vehicle
Identification technology jointly with Texas Instruments and used it in many of
its electronic toll and traffic management projects. The Transportation Systems
Integration division markets its services to state and local government
transportation departments.

The Transportation Construction division installs and maintains traffic control
and signalization devices. Its services include the design and installation of
signal devices (such as stoplights, crosswalk signals and other traffic control
devices) for rural and urban traffic intersections, drawbridge and railroad
track signals, gate systems and traffic detection and data gathering devices.
This division also designs, develops, installs, maintains and operates
"intelligent highway" communications systems that involve the interconnection of
data and video systems, fog detection devices, remote signalization or
computerized signage. These systems monitor traffic conditions, communicate such
conditions to central traffic control computers, and provide real-time responses
to dynamic changes in traffic patterns and climate conditions by changing speed
limit display devices, lowering traffic control gates, or changing the text on
remote signs and signals. Able also installs and maintains computerized
manufacturing systems for various industrial businesses. Many of the functions
of the Traffic Management Group, particularly those involved in intelligent
highway systems, complement those of the Telecommunications Services Group.

COMMUNICATIONS DEVELOPMENT GROUP. Able's Communications Development Group
operates in Latin America, primarily in Venezuela. Its activities consist of
management of joint venture arrangements, which were formed to provide
telecommunications installation and maintenance services to privatized local
phone companies. These joint ventures are in the form of subsidiaries in which
Able has an 80 percent voting and ownership interest and a 50 percent share of
profits and losses. In 1996, Able expanded its communications development
activities to include the marketing to Latin American telephone companies of
NeuroLAMA, an internally developed proprietary telephone call record and data
collection system.

4
<PAGE>

INDUSTRY AND GEOGRAPHIC AREA SEGMENT INFORMATION

The Company currently operates primarily in two industry segments: network
services and transportation services. Transportation services are conducted
primarily in the United States with small projects in South America, Canada and
Asia. Telecommunication network services are conducted both in the United States
and Latin America. Revenues, income (loss) from operations, identifiable assets,
capital expenditures and depreciation and amortization pertaining to the
industries and geographic areas in which the Company operates are presented
below (in thousands).

OCTOBER OCTOBER OCTOBER
INDUSTRY SEGMENTS 1996 1997 1998
- -----------------

Sales to unaffiliated customers:
Transportation Services................ $22,661 $46,795 $ 84,022
Network Services....................... 26,245 39,539 133,459
------- ------- --------
Total................................ $48,906 $86,334 $217,481
======= ======= ========
Income (loss) from operations:
Transportation Services................ $(3,454) $ 3,772 $ 8,220
Network Services....................... (2,833) 1,069 3,189
------- ------- --------
Total................................ $(6,287) $ 4,841 $ 11,409
======= ======= ========
Identifiable Assets:
Transportation Services................ $25,099 $28,884 $ 88,340
Network Services....................... 13,820 21,462 202,420
------- ------- --------
Total................................ $38,919 $50,346 $290,760
======= ======= ========
Capital Expenditures:
Transportation Services................ $ 1,275 $ 1,635 $ 3,238
Network Services....................... 2,216 2,852 6,728
------- ------- --------
Total................................ $ 3,491 $ 4,487 $ 9,966
======= ======= ========
Depreciation and Amortization:
Transportation Services................ $ 1,229 $ 1,710 $ 2,824
Network Services....................... 1,521 2,822 4,776
------- ------- --------
Total................................ $ 2,750 $ 4,532 $ 7,600
======= ======= ========

<PAGE>

GEOGRAPHIC AREAS
- ----------------

Revenues:
United States.......................... $45,160 $82,171 $212,152
Latin America.......................... 3,746 4,163 5,329
------- ------- --------
Total................................ $48,906 $86,334 $217,481
======= ======= ========
Income (loss) from operations:
United States.......................... $(2,073) $ 4,824 $ 11,310
Latin America.......................... (4,214) 17 99
------- ------- --------
Total................................ $(6,287) $ 4,841 $ 11,409
======= ======= ========
Identifiable Assets:
United States.......................... $36,410 $47,781 $287,569
Latin America.......................... 2,509 2,565 3,191
------- ------- --------
Total................................ $38,919 $50,346 $290,760
======= ======= ========

INDUSTRY OVERVIEW

TELECOMMUNICATIONS INFRASTRUCTURE. The International Telecommunications Union
estimates that between 1996 and 2000, telecommunications infrastructure
investment will exceed $50.0 billion in the United States and $600.0 billion
worldwide. In addition, Able believes that utility and telecommunications
companies, including regional Bell operating companies ("RBOCs"), competitive
local exchange carriers ("CLECs") and inter-exchange carriers ("IXCs"), which
still conduct a significant portion of their construction work in-house, will
outsource more infrastructure construction in the future in response to rapid
deregulation and competitive pressures to reduce costs and focus on the
operations and marketing of their telecommunications services.

The Telecommunications Act of 1996 (the "Telecommunications Act") created a
structural change in the telecommunications industry by removing the barriers to
entry that the RBOCs and IXCs had previously enjoyed. The Telecommunications Act
established less restrictive regulations for CLECs and other telecommunications
companies to compare with the RBOCs. As a result, the RBOCs must allow competing
telecommunications companies, under the performance party principle, to compete
in their markets. This has led to intense competition among all players in the
telecommunications and data/information transfer and services industries. Prices
for services and equipment have been falling, and new technologies and services
are being offered. In addition, the battle to attract and retain customers has
led to higher levels of customer service.

6
<PAGE>

These conditions have forced the RBOCs to compete for customers. As a result,
more money is being dedicated to construction and upgrades of fiber optic and
coaxial networks and other assets by many participants in the telecommunications
and data/information transfer industries. RBOCs are searching for ways to reduce
costs and become more efficient. Internal operations such as network
installation are increasingly being outsourced to companies such as Able.

The infrastructure and network services segment of the communications industry
is poised for significant growth, due to the changing regulatory environment and
rapid advancements in technology, which require increases in bandwidth to carry
voice, video and data. These trends are resulting in a significant need for
rapid replacement and upgrade of existing communications infrastructure and
network systems. In addition, new entrants to the telecommunications industry
are increasingly turning to experienced, full-service communications
infrastructure and network integrators for assistance and support.

It has been forecasted that significant growth will occur within the
international market for telecommunications infrastructure. In many emerging and
developing areas such as Latin America, the Pacific Rim, and Africa, the
infrastructure required to support telecommunications on a widespread local
level is incomplete or nonexistent. The telecommunications infrastructure that
currently exists is typically analog based. For developing countries, the main
focus is to establish or expand their telecommunications infrastructure rather
than convert and upgrade existing lines. The lack of telecommunications
infrastructure in developing economic areas creates an opportunity to provide
turn-key telecommunications infrastructure project managerial services. Able
expects not only to selectively bid on new opportunities, but also further
develop existing telecommunications infrastructure projects.

TRANSPORTATION SYSTEMS. The market for traffic management and, specifically,
intelligent transportation services, is significant and growing due to federal
and state legislation to create economically efficient and environmentally safe
transportation systems. The Intermodal Surface and Transportation Efficiency Act
of 1996 provides $217.0 billion to state departments of transportation over the
next six years and is expected to significantly increase spending on advanced
transportation infrastructure. In addition, the deployment of intelligent
highway systems, as well as telecommunications infrastructure along the highway
rights-of-way, offer new revenue sources for the responsible government
agencies. Intelligent transportation services include electronic toll
collection, highway fiber optic network, computerized traffic signal and other
traffic management tools.

SUPPLIERS AND RAW MATERIALS

Able and its subsidiaries do not rely on any one particular supplier for raw
materials necessary to carry out their work. Within the Network Service Group,
telecommunication construction customers supply the majority of their own raw
materials.

7
<PAGE>

BACKLOG

Able includes all services projected to be performed over the life of each
executed contract in backlog at the date of determination due to Able's
historical relationship with its customers and experience in the procurements of
this nature. As of January 31, 1999, backlog was approximately $1.0 billion,
approximately 31 percent of which was attributable to WorldCom Network. Able
expects to complete approximately 45 percent of this backlog within the next
fiscal year. As of January 29, 1998, Able's backlog was approximately $159.0
million. Due to the nature of Able's contractual commitments, in many instances
its customers do not commit to the volume of services to be purchased under the
contract, but rather commit Able to perform these services if requested by the
customer and commit to obtain these services from Able if they are not performed
internally. Many of the contracts are multi-year agreements, and Able includes
the full amount of services projected to be performed over the life of the
contract. Contract backlog of approximately $549.0 million is under performance
bonds and Able may be subject to liquidated damages for failure to perform in a
timely manner. Able's backlog may fluctuate and does not necessarily indicate
the amount of future sales. A substantial amount of Able's order backlog can be
canceled at any time without penalty, except in some cases, the recovery of
Able's actual committed costs and profit on work performed up to the date of
cancellation. Cancellations of pending purchase orders or termination or
reductions of purchase orders in progress from Able's customers could have a
material adverse effect on its business, operating results and financial
condition. In addition, there can be no assurance as to the customer's
requirements during a particular period or that such estimates at any point in
time are accurate.

DEPENDENCE UPON KEY CUSTOMERS

During fiscal 1998, approximately 14 percent of Able's total revenues were
derived from WorldCom Network, 8 percent from BellSouth Telecommunications, Inc.
and 6 percent from Cooper Tire. Management believes that a substantial portion
of Able's total revenues and operating income will continue to be derived from a
concentrated group of customers, in particular WorldCom Network. The loss of
WorldCom Network (or any of such other customers) could have a material adverse
effect on Able's business, financial condition and results of operations.

CONTRACTS

The Company has and will continue to execute various construction and other
contracts which may require the Company to, among other items, maintain specific
financial parameters, meet specific milestones and post adequate collateral
generally in the form of performance bonds. Failure by the Company to meet its
obligation under these contracts may result in the loss of the contract and
subject the Company to litigation and various claims, including liquidated
damages.

8
<PAGE>

TELECOMMUNICATION AND RELATED SERVICES. The Company generally provides
telecommunication, cable television, electric utility and manufacturing system
services (i.e. non-governmental business) under comprehensive master service
contracts that either give the Company the right to perform certain services at
negotiated prices in a specified geographic area during the contract period or
pre-qualify the Company to bid on projects being offered by a customer.
Contracts for projects are awarded based on a number of factors such as price
competitiveness, quality of work, on-time completion and the ability to mobilize
equipment and personnel efficiently. The Company is typically compensated on an
hourly or per unit basis or, less frequently, at a fixed price for services
performed. Contract duration either is for a specified term, usually one to
three years, or dependent on the size and scope of the project. In most cases,
the Company's customers supply most of the materials required for a particular
project, generally consisting of cable, equipment and hardware and the Company
supplies the expertise, personnel, tools and equipment necessary to perform its
services.

TRAFFIC MANAGEMENT AND GENERAL UTILITY SERVICES. For traffic management and
general utility services (i.e. government funded business) the Company generally
obtains fixed price contracts for projects, either as a prime or as a
subcontractor, on a competitive bid basis. Typically, for prime contracts, a
state department of transportation ("DOT") or other governmental body provides
to qualified contractors a set of specifications for the project. The Company
then estimates the total project cost based on input from engineering,
production and materials procurement personnel. A bid is then submitted by the
Company along with a bid bond. For most government funded projects, the scope of
work extends across many industry segments. In such cases, the Company
subcontracts its expertise to a prime contractor. The Company must submit
performance bonds on substantially all contracts obtained. The Company believes
its relations with its bonding company are good and that its bonding capacity is
adequate. However, the financial viability of the Company is dependent on
maintaining adequate bonding capacity and any loss of such would have a material
adverse effect on the Company.

The Company derived approximately 29 percent of its total revenues for the
fiscal year ended October 31, 1998 from contracts with state and local
governments. No individual government customer accounted for more than 6 percent
of the Company's total consolidated revenues. Government business is, in
general, subject to special risks, such as delays in funding, termination of
contracts or subcontracts for the convenience of the government or for the
default by a contractor, reduction or modification of contracts or subcontracts,
changes in governmental policies, and the imposition of budgetary constraints.

The Company's contracts with governmental agencies provide specifically that
such contracts are cancelable for the convenience of the government.
Historically, the Company has not experienced cancellations or renegotiations of
its contracts in any material amounts.

Contract duration is dependent on the size and scope of the project but,
typically is from six to nine months. Contracts generally set forth
date-specific milestones and provide for liquidated damages for failure to meet
milestones. At January 31, 1999, the Company has one contract for which it is
subject to liquidated damages at a rate of $25,000
9

<PAGE>

per day commencing January 22, 1999 associated with obtaining an extension of
time for completing a phase of the New Jersey Consortium project which extension
expires on July 24, 1999.

The failure to complete the contract on time could have a material adverse
impact on the financial condition of the Company. The Company is typically paid
based on "completed units." Retainage is normally held on contracts (usually 5
percent to 10 percent of the contract amount), until approximately 90 days after
the services are rendered and accepted by the customer. The majority of the
contracts are bonded/guaranteed as to payment by the DOT upon performance by the
Company.

In addition to generating revenues from the installation of traffic management
systems under fixed price contracts, the Company performs under maintenance
contracts with the DOT obtained through competitive bidding. Maintenance
contracts are normally for a renewable one to three year term. Under such
contracts, the Company generally is assigned a section of highway along which to
maintain traffic control devices and is paid on a per unit basis.

In most cases, the Company must supply the materials required for a particular
project, including materials and component parts required for the production of
highway signage and guard rails and the assembly of various electrical and
computerized systems. Aluminum sheeting, steel poles, concrete, reflective
adhesive, wood products, cabling and electrical components are the principal
materials purchased domestically for the production of highway signage and guard
railing. Generally, the supply and costs These materials has been and is
expected to continue to be stable, and the Company is not dependent upon any one
supplier for these materials. The Company also purchases various components for
the assembly of various electrical, lighting and computerized traffic control
systems. Many of these materials must be certified as meeting specifications
established by the DOT and are generally only supplied by a limited number of
vendors. The unavailability of those components could have an adverse impact on
meeting deadlines for the completion of projects which may subject the Company
to liquidated damages. However, the availability of these materials, generally,
has been adequate.

SALES AND MARKETING

Able markets its systems integration services through its in-house sales group,
marketing directly to existing and potential customers, including municipalities
and other government authorities, telecommunications companies and utility
companies. Able's salespeople work with those responsible for project
development and funding to facilitate network design and funding procurement.

10
<PAGE>

Typically, the sales process for systems integration projects entails: (i)
developing a list of qualified bidders and the establishment of a bid
schedule; (ii) distributing and responding to requests for proposal
("RFP"); and (iii) awarding contracts to an approved senate provider.
Important elements in determining the qualifications of a bidder are its
reputation, its previous projects and its ability to secure bonding for the
project. The selling cycle, which is usually 12 to 24 months in duration, is
protracted due to the scope and complexity of the services provided.

Able markets its telecommunications construction services to local and long
distance telephone companies, utility companies, local municipalities and
certain corporations with particular communications needs. In addition, Able
markets its construction services to targeted systems integrators. The in-house
sales force, as well as members of each subsidiary's senior management, actively
market Able's services in their defined geographic regions. Additionally, Able
markets transportation construction services to state and local departments of
transportation, public/private toll authorities and certain international
authorities.

COMPETITION

NETWORK SERVICES GROUP. The Telecommunications Systems Integration division of
the Network Services Group competes for business in two segments: (i) the
tradition RFP/bid based segment for the installation and integration of
infrastructure projects and (ii) a less traditional "project development"
segment. Able's largest competitors in the traditional RFP/bid based segment are
telecommunications service providers. The Telecommunications Systems Integration
division has identified and pursued the "project development" segment as a
"niche" market for its services, providing network alternatives to large public
agencies, utilities and telecommunications service providers through the use of
public-private memberships and other financing models unique to the industry.
These customers often must choose between building their own networks or using
an existing telecommunication service provider's network. Once a customer has
decided to build its own network, Able assists the customer in preparing a
viable and customized project business plan that addresses the customer's
specific telecommunications needs, including budgetary and other concerns. Able
also has focused on "project development" opportunities presenting ownership or
participation opportunities that can generate recurring revenues. Management
believes that no other company presently provides these kind of complete,
turnkey project development services for these customers. There can, however, be
no assurance that other systems integration companies will not develop the
expertise, experience and resources to provide services that achieve greater
market acceptance or that are superior in both price and quality to our
services, or that Able will be able to maintain its competitive position.

The Telecommunications Construction division competes for business with several
competitors on a much larger scale. In addition, the Telecommunications
Construction division also competes in a market characterized by a large number
of smaller size private companies that compete for business generally in a
limited geographic area or with few principal customers. The Telecommunications
Construction division's largest competitors are MasTec, Inc. and Dycom, Inc.

11
<PAGE>

TRANSPORTATION SERVICES GROUP. The Transportation Systems Integration division
believes its major competitors in the North American market are Lockheed
Information Management Co., a division of Lockheed Martin, and Syntonic
Technology, Inc., doing business as Transcore ("Transcore"), a division of SAIC
Corporation.

The market in which the Transportation Construction division competes is
characterized by large competitors who meet the experience, bonding and
licensure requirements for larger projects and by small private companies
competing for projects of $3.0 million or less in limited geographic areas. The
Transportation Construction division's large competitors include Lockheed
Martin, Traffic Control Devices of Florida and MasTec, Inc. The Transportation
Construction division's smaller competitors are High Power of Florida, MICA
Corporation of Texas and Fishback & Moore.

COMMUNICATIONS DEVELOPMENT GROUP. The Communications Development Group competes
for business in the international market, primarily in Latin America. Presently,
the operations of the Communications Development Group are in Venezuela and
Brazil. In Venezuela, the market is characterized by a single customer, CANTV,
the telephone company of Venezuela, and a large number of smaller sized private
companies that compete for business generally in a limited geographic area. In
Brazil, the market consists of four regional telephone companies, which have
been recently privatized. Competition consists of a myriad of smaller companies
competing for a growing but limited market, which decreases margins. There are
also several products similar to the NeuroLAMA call data collection system for
billing purposes, which compete for the very large analog market, although the
Company is not aware of any that can produce the same results.

EMPLOYEES

As of January 31, 1999, Able had approximately 2,200 employees. The number of
employees considered as laborers can vary significantly according to contracts
in progress. Such employees are generally available to the Company through an
extensive network of contacts within the communications industry. None of Able's
employees is represented by a labor union and management considers relations
with key and other employees to be good.

PROPERTIES

Able's corporate offices are in West Palm Beach, Florida, where it occupies
5,l10 square feet under a lease that expires January 31, 2004. Able leases
33,571 square feet of office space in Omaha, Nebraska under a lease that expires
September 30, 1999, and which houses MFSNT's network operations, and 4O,111
square feet in Mt. Laurel, New Jersey under a lease that expires February 28,
2003 and which houses MFSNT's transportation operations. Able leases 6,400
square feet of space in Fairbanks, Alaska for a network operations center. Able
leases 6,800 square feet of office space in Fort Lauderdale, Florida under a
lease which expires September 30, 2003, which facility houses the Company's
corporate accounting offices and the general and administrative offices for
Patton. Able leases several field offices and numerous smaller offices. Able
also leases on a short-term or

12
<PAGE>

cancelable basis temporary equipment yards or storage locations in various areas
as necessary to enable Able to efficiently perform its service contracts.

Able owns (subject to a mortgage) and operates a 10,000 square foot facility for
operations based in Chesapeake, Virginia. Able's Venezuelan subsidiaries own and
operate from a 33,000 square foot floor of an office building located in
Caracas, Venezuela, and lease an additional 50,000 square feet of covered
parking and shop facilities. Able also owns a 15,000 square foot facility
located on approximately three acres of land for operations in Tampa, Florida.

SEASONALITY

Able's operations are seasonal, resulting in reduced revenues and profits during
the first quarter (November, December and January) relative to other quarters.
Factors affecting the seasonality of Able's business are holiday season
shut-downs, winter weather and capital expenditure patterns by telephone
companies that can impede outside plant construction activities. The impact of
seasonality is mitigated somewhat by the presence of part of Able's operations
in the southern United States.

LEGAL PROCEEDINGS

On May 21, 1998, SIRIT Technologies, Inc. ("SIRIT") filed a lawsuit in the
United States District Court for the Southern District of Florida against Able
and Thomas M. Davidson, who has since become a member of Able's Board of
Directors. SIRIT asserts claims against Able for tortious interference,
fraudulent inducement, negligent misrepresentation and breach of contract in
connection with Able's acquisition of MFSNT and seeks injunctive relief and
compensatory damages in excess of $100.0 million. At present, the parties are
conducting discovery in this case.

On or about September 10, 1998, Shipping Financial Services Corp. ("SFSC") filed
a lawsuit in the United States District Court for the Southern District of
Florida against the Company, its then Chairman of the Board Gideon Taylor, then
Chief Executive Officer Frazier L. Gaines, Chief Accounting Officer Jesus
Dominguez, and then Chief Financial Officer Mark A. Shain. At or near that time,
five additional plaintiffs filed substantially similar lawsuits. By order dated
December 30, 1998, all of these cases have been consolidated with the SFCS case.
The plaintiffs have not yet filed their consolidated amended complaint. Able
expects the consolidated amended complaint will be substantially similar to that
filed by SFSC, and will assert claims under the federal securities laws against
Able and four of its officers that the defendants allegedly caused the Company
to falsely represent and mislead the public with respect to (i) two
acquisitions: the MFSNT Acquisition and the acquisition of the COMSAT Contracts,
and (ii) Able's ongoing financial condition as a result of the acquisitions and
the related financing of those acquisitions. Additionally plaintiffs are
expected to seek certification as a class action on behalf of themselves and all
others similarly situated persons and seek unspecified damages and attorneys'
fees. Able is currently assessing the allegations set forth in the lawsuits and
intends

<PAGE>

to vigorously defend this matter. An adverse outcome in this lawsuit or in other
shareholder lawsuits would likely have a material adverse effect upon Able's
consolidated financial position, results of operations and cash flow.

The Company is subject to other lawsuits and claims for various amounts which
arise out of the normal course of its business. The Company intends to
vigorously defend itself in these matters. The Company does not believe that any
of these suits will have a material adverse effect on the Company's financial
position.

RESEARCH AND DEVELOPMENT; PROPRIETARY TECHNOLOGY AND RIGHTS

Able acquired proprietary software from MFSNT in the MFSNT Acquisition, which
includes applications at the lane, plaza, host, and customer service center
levels within a sophisticated electronic toll collection system architecture.
See "Business of MFSNT - Research and Development; Proprietary Technology and
Rights" for a discussion of the Company's proprietary technology and right
(Post-MFSNT Acquisition).

14
<PAGE>

The Company has spent an aggregate of approximately $1.0 million on research and
development activities during the prior three fiscal years, primarily in
connection with its development of NeuroLAMA. Management believes that the
acquisition of MFSNT will increase the Company's future research and development
expenditures.

MARKET PRICE OF COMMON STOCK AND DIVIDEND POLICY

The Common Stock is traded on the Nasdaq National Market under the trading
symbol "ABTE." The following table provides for each period indicated the high
and low prices for the Common Stock.

SALE PRICE RANGE
----------------
HIGH LOW
------ -----
YEAR ENDED OCTOBER 31, 1997
1st Quarter............................ $ 9.625 $ 7.25
2nd Qaurter............................ 9.000 7.375
3rd Quarter............................ 9.000 7.125
4th Quarter............................ 10.625 7.5625

15
<PAGE>

YEAR ENDED OCTOBER 31, 1998
1st Quarter............................ $ 10.75 $ 6.375
2nd Qaurter............................ 13.1875 7.0625
3rd Quarter............................ 20.9375 8.625
4th Quarter............................ 10.625 1.75

YEAR ENDED OCTOBER 31, 1999
1st Quarter............................ $ 12.374 $ 5.0625
2nd Qaurter............................ 11.5625 6.625
3rd Quarter (through May 26, 1999)..... 7.125 5.8125

On May 26, 1999, the 1ast reported sales price of the Common Stock was $6.875
and there were approximately 425 record holders of the Common Stock.

Able has never paid any dividends to holders of shares of Common Stock. The
terms of the Company's $35.0 million secured revolving credit facility, the
Series B Preferred Stock and the Wor1dCom Note restrict or prohibit Able's
ability to declare or pay dividends on shares of Common Stock. See "Management's
Discussion of Financial Condition and Results of Operations--Liquidity and
Capital Resources," and "Consolidated Audited Financial Statements of the
Company" incorporated by reference to the Company's Annual Report on Form 10-K/A
for the year ended October 31, 1998, a copy of which has been provided along
with these Proxy Materials. Holders of Series B Preferred Stock are generally
entitled to receive cumulative quarterly dividends at a rate of 4 percent per
year. The Company may pay these dividends in shares of Common Stock, or, at the
Company's election, in cash, provided that the Company gives the holders of the
Series B Preferred Stock 20 days prior written notice.

Management expects that, except for the dividends required to be paid or payable
to the holders of the Series B Preferred Stock, Able will retain its earnings,
if any, to finance operations. Thus, Able does not expect to pay dividends to
holders of Common Stock for the foreseeable future.

For SELECTED FINANCIAL DATA and MANAGEMENT'S DISCUSSION and ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS, See the Company's Annual Report
on Form 10-K/A, a copy of which has been provided along with these Proxy
Materials.

QUANTITIATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to market risk from changes in interest rates on debt
obligations that impact the fair value of these obligations. The Company's
policy is to manage interest rates through a combination of fixed and variable
rate debt. Currently, the Company does not use derivative financial instruments
to manage its interest rate risk. The table be1ow provides information about the
Company's risk exposure associated with changing interest rates as of October
31, 1998 (amounts in thousands):

EXPECTED MATURITY
-----------------------------------------------
1999 2000 2001 2002 2003 THEREAFTER
-----------------------------------------------
Fixed rate debt $15,047 $18,225 $1,O2l $935 $872 21,081

16
<PAGE>

Average interest rate 12.40% 13.00% 13.64% 13.61% 13.57% 13.54%

Variable rate debt $--- $--- $35,000 $--- $--- $---

Average interest rate 00% 00% $7.69% --% --% --%

The Company has no cash flow exposure due to interest rate changes for its fixed
debt obligations. All of the Company's debt is non-trading. The fair value of
the Company's debt approximates its carrying value.

Although the Company conducts business in foreign countries, the international
operations were not material to the Company's consolidated financia1 position,
results of operations or cash flows as of October 31, 1998. Additionally,
foreign currency transaction gains and losses were not material to the Company's
results of operation for the fiscal year ended October 31, 1998. Accordingly,
the Company was not subject to material foreign currency exchange rate risk from
the effects that exchange rate movements of foreign currencies would have on the
Company's future costs or on future cash flows it would receive from its foreign
subsidiaries. To date, the Company has not entered into any significant foreign
currency forward exchange contracts or other derivative financial instruments to
hedge the effects of adverse fluctuations in foreign currency exchange rates.

BUSINESS OF MFSNT

GENERAL OVERVIEW

MFS Network Technologies (MFSNT) provides a systems integration for advanced
telecommunications networks and is engaged in the development, design, project
management, construction, operation and maintenance of communications systems
throughout the United States. MFSNT conducts its business through two divisions:
(i) MFS Network Systems, a communications network systems integrator, and (ii)
MFS Transportation Systems, which provides intelligent transportation and
traffic management services. MFSNT manages the integration of a variety of
equipment and software systems from multiple vendors, selecting those components
most suitable for each individual bid or project.

MFS Network Systems believes that it has remained at the forefront of the
telecommunications network industry through the development of advanced
telecommunications systems in partnership with public authorities and private
corporations. MFSNT believes that it has the ability to engage large
telecommunications projects, evidenced by work completed for WorldCom, resulting
in $500 million in revenues and the deployment of 500,000 fiber miles in 43
cities, as well as the successful completion of a full-scale, state-wide fiber
optic telecommunications network for the Iowa state government, in addition to
numerous other similar projects.

<PAGE>

Its clients include federal, state and local government agencies,
telecommunications service providers, regional and state transportation and
transit agencies, public utilities and private industry in the United States and
abroad. Wholly owned subsidiary MFS Transportation Systems, located in Mt.
Laurel, NJ provides systems integration for intelligent transportation systems
applications, primarily electronic toll and traffic management.

COMPANY STRUCTURE

MFSNT was formed in 1988 as a subsidiary of Peter Kiewit Sons', Inc. In 1996
MFSNT was purchased by WorldCom. In 1998 WorldCom sold MFSNT to the Company.

SERVICES, MARKETS AND CUSTOMERS

MFSNT conducts two distinct types of business activities which are primarily
conducted in the United States. These business activities include its (i)
Network Systems Group and (ii) Transportation Systems Group.

NETWORK SYSTEMS GROUP. MFSNT's Network Systems Group provides telecommunications
network services for large-scale telecommunications' projects. This group
provides turn-key telecommunications infrastructure solutions by providing
"one-stop" capabilities that include project development, design, engineering,
construction management, and on-going maintenance

18
<PAGE>

and operations services for telecommunications networks. MFSNT's projects
include the construction of fiber optic networks that provide advanced digital
voice, data and video communications and wireless infrastructure deployment.

TRANSPORTATION SYSTEMS GROUP. The Transportation Systems Group provides
full-service general contracting services for large-scale projects which
includes providing "one-stop" electronic toll and traffic management solutions
for intelligent transportation system infrastructure projects, including project
development and management, design, development, integration, installation,
engineering construction, and systems operation and maintenance. Additionally,
MFSNT develops proprietary software and applications designed to support these
systems. The electronic toll and traffic management segment of the intelligent
transportation system industry uses technology to automate toll collection for
bridges and highways allowing for "non-stop" toll collection. Electronic toll
and traffic management systems use advanced scanning devices to identify a car's
type, combined with the user's account information as the car passes a tolling
station and immediately debits the appropriate toll from the user's account. In
addition, significant support systems must be developed to maintain electronic
toll and traffic management accounts, and process violations. MFSNT developed
Automatic Vehicle Identification technology jointly with Texas Instruments and
used it in many of its electronic toll and traffic management projects. The
Transportation Systems Group markets its services to state and local government
transportation departments.

19
<PAGE>

INDUSTRY OVERVIEW (See discussion above under "Business of the Company
(Post-MFSNT Acquisition) - Industry Overview).

20
<PAGE>

SUPPLIERS AND RAW MATERIALS

MFSNT has no material dependence on any one supplier of raw materials.

21
<PAGE>

BACKLOG

MFSNT includes all services projected to be performed over the life of each
executed contract in backlog at the date of determination due to MFSNT's
historical relationship with its customers and experience in the procurements of
this nature. As of June 30, 1998 backlog was approximately $647.7 million,
approximately $70.7 million (10.9 percent) of which was attributable to WorldCom
Network. MFSNT expects to complete approximately 33 percent of this backlog
within the next fiscal year As of June 30, 1997, MFSNT's backlog was
approximately $367.7 milllion, approximately $60.2 million (16.4 percent) of
which was attributable to WorldCom Network. Due to the nature of MFSNT's
contractual commitments, in many instances its customers do not commit to the
volume of services to be purchased under the contract, but rather commit MFSNT
to perform these services if requested by the customer and commit to obtam these
services from MFSNT if they are not performed internally. Many of the contracts
are multi-year agreements, and MFSNT includes the full amount of services
projected to be performed over the life of the contract. At June 30, 1998
contract backlog of approximately $495.5 million is under performance bonds and
MFSNT may be subject to liquidated damages for failure to perform in a timely
manner. MFSNT's backlog may fluctuate and does not necessarily indicate the
amount of future sales. A substantial amount of MFSNT's order backlog can be
canceled at any time without penalty, except, in some cases, the recovery of
MFSNT's actual committed costs and profit on work performed up to the date of
cancellation. Cancellations of pending purchase orders or termination or
reductions of purchase orders in progress from MFSNT's customers could have a
material adverse effect on its business, operating results and financial
condition. In addition, there can be no assurance as to the customer's
requirements during a particular period or that such estimates at any point in
time are accurate.

CONTRACTS

The Company has and will continue to execute various contracts which may require
MFSNT to, among other items, maintain specific financial parameters, meet
specific milestones, and post adequate collateral generally in the form of
performance bonds. Failure by MFSNT to meet its

22
<PAGE>

obligations under these contracts may result in the loss of the contract and
subject the MFSNT to litigation and various claims, including liquidated
damages.

TELECOMMUNICATION AND RELATED SERVICES. MFSNT generally provides
telecommunication, cable television, electric utility and manufacturing system
services (i.e., non-governmental business) under comprehensive master service
contracts that either give MFSNT the right to perform certain services at
negotiated prices in a specified geographic area during the contract period or
pre-qualify MFSNT to bid on projects being offered by a customer. Contracts for
projects are awarded based on a number of factors, such as price
competitiveness, quality of work, on-time completion and the ability to mobilize
equipment and personnel efficiently. MFSNT is typically compensated on an hourly
or per unit basis or, less frequently, at a fixed price for services performed.
Contract duration either is for a specified term, usually one to three years, or
dependent on the size and scope of the project. In most cases, MFSNT's customers
supply most of the materials required for a particular project, generally
consists of cable, equipment and hardware and MFSNT supplies the expertise,
personnel, tools and equipment necessary to perform its services.

TRAFFIC MANAGEMENT AND GENERAL UTILITY SERVICES. For traffic management and
general utility services (i.e., government funded business), MFSNT generally
obtains fixed price contracts for projects, either as a prime or as a
subcontractor, on a competitive bid basis. Typically, for prime contracts, a
state department of transportation ("DOT") or other governmental body provides
to qualified contractors a set of specifications for the project. MFSNT then
estimates the total project cost based on input from engineering, production and
materials procurement personnel. A bid is then submitted by MFSNT along with a
bid bond. For most government funded projects, the scope of work extends across
many industry segments. In such cases, MFSNT subcontracts its expertise to a
prime contractor. MFSNT must submit performance bonds on substantially all
contracts obtained. MFSNT believes its relations with its bonding company are
good and that its bonding capacity is adequate. However, the financial viability
of MFSNT is dependent on maintaining adequate bonding capacity and any loss of
such would have a material adverse effect on MFSNT.

23
<PAGE>

Contract duration is dependent on the size and scope of the project. Contracts
generally set forth date-specific milestones and provide for severe liquidated
damages for failure to meet the milestone by the specified dates.

The failure to complete the contract backlog on time could have a material
adverse impact on the financial condition of MFSNT. MFSNT is typically paid
based on completed units. Retainage is normally held on contracts (usually 5
percent to 10 percent of the contract amount), until approximately 90 days after
the services are rendered and accepted by the customer. The majority of the
contracts are bonded/guaranteed as to payment by the DOT upon performance by
MFSNT.

SALES AND MARKETING

MFSNT markets its systems integration services through its in-house sales group,
marketing directly to existing and potential customers, including municipalities
and other government authorities, telecommunications companies and utility
companies. Its salespeople work with those responsible for project development
and funding to facilitate network deign and funding procurement.

Typically, the sales process for systems integration projects entails: (i)
developing a list of qualified bidders and the establishment of a bid
schedule; (ii) distributing and responding to requests-for proposal
("RFP"); and (iii) awarding of contracts to an approved service provider.
Important elements in determining the qualifications of a bidder are its
reputation, its previous projects and its ability to secure bonding for the
project. The selling cycle, which is usually 12 to 24 months in duration, is
protracted due to the scope and complexity of the services provided.

COMPETITION

NETWORK SYSTEMS GROUP. The Network Systems Group competes for business in two
segments; (i) the traditional RFP/bid based segment for the installation and
integration of infrastructure projects and (ii) a less traditional "project
development" segment. MFSNT's largest competitors in the traditional RFP/bid
based segment are telecommunications service providers. The Network Systems
Group has identified and pursued the "project developments" segment as a "niche"
market for its services, providing network alternatives to large public
agencies, utilities and telecommunications service providers through the use of
public-private memberships and other financing models unique to the industry
These customers often must choose between building their own networks or using
an existing te1ecommunications service provider's network. Once a customer has
decided to build its own network, MFSNT assists the customer in preparing a
viable and customized project business plan that addresses the customer's
specific telecommunications needs, including budgetary and other concerns. MFSNT
also has focused on "project development" opportunities presenting ownership or
participation opportunities that can generate recurring revenues. Management
believes that no other company presently provides these kind of

24
<PAGE>

complete turn-key project development services for these customers. There can,
however, be no assurance that other systems integration companies will not
develop the expertise, experience and resources to provide services that achieve
greater market acceptance or that are superior in both price and quality to our
services, or that MFSNT wi11 be able to maintain its competitive position.

TRANSPORTATION SYSTEMS GROUP. The Transportation Systems Group believes its
major competitors in the North American market are Lockheed Information
Management Co., a division of Lockheed Martin, and Synatonic Technology, Inc.,
doing business as Transcore ("Transcore"), a division of SAIC Corporation.

EMPLOYEES

As of June 30, 1998, MFSNT had approximately 1200 employees. None of MFSNT's
employees is represented by a labor union and management considers relations
with key and other employees to be good.

PROPERTIES

The Network Systems Group corporate offices are located Omaha, Nebraska, where
it occupies 33,571 square feet under a lease that expires September 30, 1999.
The Transportation Systems Group corporate offices are located in Mt. Laurel,
New Jersey, where it occupies 40,111 square feet under a lease that expires
February 28, 2003. There are also leases of 6,400 square feet of space in
Fairbanks, Alaska for a network operations center and MFSNT leases several field
offices and numerous smaller offices. There are also leases on a short-term or
cancelable basis for temporary equipment yards or storage locations in various
areas as necessary to enable efficient performance of service contracts.

25
<PAGE>

RESEARCH AND DEVELOPMENT; PROPRIETARY TECHNOLOGY AND RIGHTS

MFSNT has various proprietary software including applications at the lane,
plaza, host, and customer service center levels within a sophisticated
electronic toll collection system architecture. MFSNT has also developed a
proprietary video and data multiplexing system used for surveillance,
monitoring, and system audit purposes. The benefits of this proprietary software
include reduced operating costs, non-stop tolling, reduced traffic congestion,
efficient traffic management, and increased revenue accountability.

LAND SYSTEM APPLICATIONS. The lane system application is designed to be modular
in nature to allow and accommodate tolling operations in various configurations
in accordance with a customer's specific needs ant operational requirements.
The lane controller application is the head of the lane system. It runs on a
standard PC and under a real-time operating environment. The lane controller
controls the various in-lane equipment items and gathers data from the in-lane
sensors to provide transaction records for each vehicle that travels through a
toll lane. The lane controller coordinates and controls revenue collection
events and transactions. The lane controller also interacts with and can
recognize individual vehicles as well as cars that evade toll collection. The
transaction data created at the lane level is sent to the plaza computer system
for further processing. The lane controller also has the unique capability of
operating in a completely autonomous mode if communications to the plaza system
are disrupted.

PLAZA SYSTEM APPLICATIONS. The plaza system is the central repository of the
transaction data received from each toll lane. The data is stored in a
relational database and is then used for reporting and tracking purposes.
Traffic reports, revenue reports, and collector performance reports are among
several reports that can be generated from the plaza system. A real-time plaza
supervisor system allows client personnel to monitor traffic and collection
events (as well as equipment and security status) as each event actually occurs.
The data received at the lane plaza system level is forwarded to the host system
for further processing and review

HOST SYSTEM APPLICATIONS. The primary role of the host application is to provide
the client with the capability to generate system-wide reports for traffic and
revenue, as well as provide audit and reconciliation capabilities. The host
system also acts as the primary interface to the customer service center ("CSC")
system and is the "conduit") for electronic toll transactions and patron account
information. The host application-also controls the download of information to
the plaza and lane systems, such as toll schedules, employee identification
information, patron account status, time synchronization, and other information
required for daily operation of the system.

CSC SYSTEM APPLICATIONS AND SERVICES. MFSNT provides numerous CSC systems
and services, including hardware and software system applications and CSC
staffing, operations and management. The CSC application is a highly reliable
and robust, user friendly, efficient, and fully auditable software application.
Able's system incorporates automated internal controls for audit and
reconciliation purposes and also employs a flexible design to accommodate
potential changes to customer policies, procedures, and/or operations.

26
<PAGE>

VIDEO TRANSACTION DATA MULTIPLEXER ("VTDM") PRODUCT. The VTDM system is a
patented product that compiles video and data based records for every vehicle
that travels through a monitored lane. The VTDM provides auditors, toll
supervisors and other customer service personnel with the unique capability to
record, review, and analyze lane event data in an efficient and cost-effective
manner. This system can also be used for problem resolution relating to system
and/or toll collector performance. The VTDM system provides information (lane
event data) in the form of video and transaction event text (text-over-video
display). Cameras and-video cassette recorders are used to visually record lane
activity on a 24-hour basis.

MARKET PRICE OF COMMON STOCK AND DIVIDEND POLICY

Prior to the MFSNT Acquisition, MFSNT was a division of a public company,
WorldCom, Inc. Therefore, there was no market price for the common stock of
MFSNT. Subsequent to the MFSNT Acquisition, MFSNT was a wholly-owned subsidiary
of the Company.

SELECTED FINANCIAL DATA

The following is a summary of MFSNT's financial statements and should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations." The financial statements of MFSNT include the
accounts of i) Network Technologies Division of MFS Network Technologies, Inc.;
ii) MFS Transportation Systems, Inc.; iii) MFS Transtech, Inc.; and iv) MFS
Network Technologies of the District of Columbia, Inc. (collectively referred to
as the "Division"). The financial data for the six months ended July 2, 1998 and
June 30, 1997 include, in the opinion of management, all adjustments (consisting
only of normal recurring adjustments) necessary to present fairly the financial
position and results of the Division for such periods. Due to seasonality and
other market factors, the historical results for the six months ended July 2,
1998 are not necessarily indicative of results for a full year (amounts in
thousands):

<TABLE>
<CAPTION>
For the Six Months Ended For the Years Ended December 31,
-------------------------------------------------------------------------
July 2, 1998 June 30,1997 1997 1996 1995 1994 1993
-------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenue:
Affiliated entity $ 36,703 $ 34,078 $100,902 $ 56,238 $112,693 $ 86,791 $ 45,652
Third party 64,386 108,011 268,432 165,867 61,146 32,500 70,290
-------- -------- -------- -------- -------- -------- --------
101,089 142,089 369,334 222,105 173,839 119,291 115,942

Cost of revenues 111,206 136,294 353,563 206,225 155,826 103,171 96,778
-------- -------- -------- -------- -------- -------- --------
Gross margin (loss) (10,117) 5,795 15,771 15,880 18,013 16,120 19,164
Operating expenses 11,414 14,830 24,066 23,754 22,806 18,607 17,245
-------- -------- -------- -------- -------- -------- --------
Operating income (loss) (21,531) (9,035) (8,295) (7,874) (4,793) (2,487) 1,919
Other income (expense) 16 (11) (22) (102) 231 138 148
-------- -------- -------- -------- -------- -------- --------
Net income (loss) $(21,515) $ (9,046) $ (8,317) $ (7,976) $ (4,562) $ (2,349) $ 2,067
======== ======== ======== ======== ======== ======== ========

BALANCE SHEET DATA (AT END OF PERID):
Cash and cash equivalents $ 6 $ 179 $ - $ 300 $ - $ 22 $ 2,634
Total assets 160,140 155,128 214,507 135,078 97,604 68,515 52,843
Advances from parent 119,389 95,143 142,968 76,648 58,310 26,415 8,816
Contributions and
accumulated deficit (31,624) (9,043) (10,110) (1,792) 6,116 10,746 13,275
</TABLE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following table sets forth, for the periods indicated, selected elements of
the Division's statements of operations as a percentage of its revenues:

<TABLE>
<CAPTION>
For the Six Months Ended For the Years Ended December 31,
--------------------------------------------------------------
July 2, 1998 June 30,1997 1997 1996 1995
--------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenue:
Affiliated entity 36.3% 24.0% 27.3% 25.3% 64.8%
Third party 63.7 76.0 72.7 74.7 35.2
---------------------------------------------------------------
Total revenue 100.0 100.0 100.0 100.0 100.0

Cost of revenues 110.0 95.9 95.7 92.9 89.6
Operating expenses l1.3 10.4 6.5 10.7 13.1
Other (income) expense - - - - -
---------------------------------------------------------------
Net loss (21.3)% (6.3)% (2.2)% (3.6)% (2.7)%
===============================================================
</TABLE>

27
<PAGE>

REVENUES - AFFILIATED ENTITIES

Revenues from affiliated entities were $36.7 million and $34.1 million for the
six months ended July 2, 1998 and June 30, 1997, respectively, an increase of
$2.6 million or 7.6 percent. Revenues from affiliated entitles were $100.9
million and $56.2 million for the years ended December 31, 1997 and 1996,
respectively, an increase of $44.7 million or 80.0 percent. Revenues from
affiliated entities were $56.2 million and $112.7 million for the years ended
December 31, 1996 and 1995, respectively, a decrease of $56.5 million or 50.l
percent.

Revenues from affiliated companies relate primarily to the network
infrastructure project needs of the Dision's parent. Substantially all of
MFSNT's revenue from affiliated entities is from cost reimbursable contracts
that include an 8.7 percent general and administrative fee.

REVENUES - THIRD PARTY

Revenues from third parties were $64.4 million and $108.0 million for the six
months ended July 2, 1998 and June 30, 1997, respectively, a decease of $40.4
million or 37.4 percent. The decrease related primarily to decreases in revenue
in the Division's network systems group of $53.1 million partially offset by
revenue increases of $12.7 in the Division's transportation systems group. The
decrease in revenues from the Division's network systems group resulted
primarily from the company's infrastructure projects with the New York State
Thruway Authority ("NYSTA") and Nortel which generated revenues of $26.0 million
and $78.2 million during the six months ended July 2, 1998 and June 30, 1997,
respectively. Substantially all of the increase in the revenues from the
Division's transportation systems group resulted from the New Jersey Consortium
project which was obtained in early 1998.

Revenues from third parties were $268.4 million and $165.9 million for the years
ended December 31, 1997 and 1996 respectively, an increase of $102.5 million or
61.8 percent. This increase is primarily due to the NYSTA project that began in
late 1996.

Revenues from third parties were $165.9 million and $61.1 million for the years
ended December 31, 1996 and 1995, respectively, an increase of $104.8 million or
171.5 percent. The increase consisted of $95.1 million and $9.7 million
increases from the Divisions network systems and transportation systems groups,
respectively. The increase in the network systems group was due primarily to
infrastructure projects with Nortel and Kanas Telcom that began in 1996 and
generated combined revenues of $89.6 million. The increase in the transportation
systems group was due primarily to toll collection and traffic management
projects with the Atlantic City Expressway and the Arizona Department of
Transportation which combined to increase revenue $9.5 million between 1996 and
1995.

COST OF REVENUES

Costs of revenues were $111.2 million and $136.3 million for the six months
ended July 2, 1998 and June 30, 1977, respectively, a decrease of $25.1 million
or 18.4 percent.

Costs of revenues were $353.6 million and $206.2 million for the years ended
December 31, 1997 and 1996, respectively, an increase of $147.4 million or 71.5
percent.

Costs of revenues were $2O6.2 million and $155.8 million of the years ended
December 31, 1996 and 1995, respectively, an increase of $50.4 million or 32.3
percent.

Changes in costs of revenues for all periods discussed generally correlate to
changes in revenues. Cost of revenues include all direct material and labor
costs, as well as those indirect costs relating to the contract such as indirect
labor, supplies and equipment costs. Changes in job performance, condition and
the estimated profitability may result in changes in the estimates for project
costs and profits. Revised estimates are recognized in the period in which the
changes are determined. When the current estimates of total contract revenue and
contract cost indicates a loss, a provision for the entire loss on the contract
is made. At June 30, 1998 and December 31, 1997, reserves for losses on
uncompleted contracts totaled $11.7 million and $5.4 million, respectively.

28
<PAGE>

Construction margins (costs of revenues as a percentage of total revenues) for
the network services and transportation services groups were as follows:

Network Services Group 6.7% 7.1% 8.2% 9.5% 14.2%
Transportation Services Group (83.0) (79.1) (85.0) (10.2) (37.1)
Combined (10.0) 4.1 4.3 7.1 10.4
</TABLE>

OPERATING EXPENSES

Operating expenses were $11.4 million and $14.8 million for the six months ended
July 2, 1998 and June 30, 1997, respectively, a decrease of $3.4 million or 29.8
percent.

Operating expense were $24.1 million and $23.8 million for the years ended
December 3l, 1997 and 1996, respectively, an increase of $0.3 million or 1.3
percent.

Operating expenses were $23.8 mililon and $22.8 million of the years ended
December 31, 1996 and l995, respectively, an increase of $1.0 million or 4.4
percent.

Changes in operating expenses for all periods discussed generally correlate to
changes in revenue.

NET LOSS

Net loss was $21.5 million and $9.0 million for the six months ended July 2,
1998 and June 30, 1997, a decrease of $12.5 million or 138.9 percent.

Net loss was $10.0 million and $8.0 million for for the years ended December 31,
1997 and 1996, respectively, a decrease of $2.0 million or 25.0 percent.

Net loss was $8.0 million and $4.6 million for the years ended December 3l, 1996
and 1995, respectively, a decrease of $3.4 million or 73.9 percent.

LIQUIDITY AND CAPITAL RESOURCES

CASH AND CASH EQUIVALENTS - Cash and cash equivalents were $0.O, $0.0 and $0.3
million at July 2, 1998, December 31, 1997 and December 31, 1996, respectively.
The treasury and cash management functions of the Company are performed by the
Company's parent. All net cash inflows are applied against advances from parent.
It is the intent of the Company's parent to support the Division until such time
that the Division can generate sufficient cash flows to fund its operations.

CASH FROM OPERATIONS - Cash from operations were $24.0 million and $(16.2)
million during the six months ended July 2, 1998 and June 30, l997,
respectively, an increase of $40.2 million or 248.1 percent. The change resulted
primarily from the liquidation during the six months ended July 2, 1998 of
current assets related to the NYSTA contract.

Cash from operations were $(62.4) million and $(19.7) million for the years
ended December 31, 1997 and 1996, respectively, a decrease of $42.7 million or
216.8 percent. The change related primarily from the accumulation during the
year ended December 31, 1997 of costs related to the NYSTA contract.

Cash from operations were $(19.7) million and $(29.8) million for the years
ended December 31, 1996 and 1995, respectively.

CASH FROM INVESTING ACTIVITIES - Cash from investing activities were $(0.5)
million and $(2.4) million for the six months ended July 2, 1998 and June 30,
l997, respectively, an increase of $1.9 million or 79.2 percent.

Cash from investing activities were $(4.2) million and $(2.1) million for the
years ended December 31, 1997 and 1996, respectively, a decrease of $2.1 million
or 100.0 percent.

Cash from investing activities were $(2.1) million and $(2.2) million for the
years ended December 31, 1996 and l995, respectively, an increase of $0.1
million or 4.5 percent. Investing activities generally relate to purchases of
network and equipment to support the infrastructure necessary to support the
network services and transportation services groups.

CASH FROM FINANCING ACTIVITIES - Cash from financing activities were $(23.6)
million and $18.5 million for the six months ended July 27 1998 and June 30,
1997, respectively, a decrease of $42.1 million or 227.6 percent.

29
<PAGE>

Cash from financing activities were $66.3 million and $22.1 million for the
years ended December 31, 1997 and 1996, respectively, an increase of $44.2
million or 200.0 percent.

Cash from financing activities were $22.1 million and $31.9 million for the
years ended December 31, 1996 and 1995, respectively, a decrease of $9.8 million
or 30.7 percent.

Financing activities for all periods discussed relate to advances from parent.
As discussed above, all net cash inflows are applied against advances from
parent. Likewise, it is the intent of the Company's parent to support the
Division until such time that the Division can generate sufficient cash flows to
fund its operations.

<PAGE>

APPENDIX C

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholder and Board of Directors of
MFS Network Technologies, Inc.:

We have audited the accompanying balance sheets of the Network Technologies
Division of MFS Network Technologies, Inc. as of December 31, 1997 and 1996, and
the related statements of operations and cash flows for the years ended December
31, 1997, 1996 and 1995. These financial statements are the responsibility of
the Division'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 audits provide 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 the Network Technologies
Division of MFS Network Technologies, Inc. as of December 31, 1997 and 1996, and
the results of its operations and its cash flows for the years ended December
31, 1997, 1996 and 1995, in conformity with generally accepted accounting
principles.

ARTHUR ANDERSEN LLP

Omaha, Nebraska,
June 16, 1998

NETWORK TECHNOLOGIES DIVISION OF

MFS NETWORK TECHNOLOGIES, INC.

BALANCE SHEETS--JULY 2, 1998, DECEMBER 31, 1997 AND 1996

JULY 2, DECEMBER 31, DECEMBER 31,
1998 1997 1996
------------ ------------ ------------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS

CURRENT ASSETS:
Cash and cash equivalents $ 5,902 $ - $ 300,000
Accounts receivable-
Affiliated entities 19,829,355 40,649,818 10,698,656
Third party 38,948,038 20,194,721 23,159,965
Costs and earnings in excess of billings on
uncompleted contracts-
Affiliated entities 11,893,461 19,068,875 9,535,530
Third party 82,736,486 124,435,440 85,008,166
Other current assets 523,736 2,898,233 395,394
------------ ------------ ------------
Total current assets 153,936,978 207,247,087 129,097,711

PROPERTY AND EQUIPMENT, net 5,727,302 6,133,214 4,654,412

RESTRICTED ASSETS 347,481 746,245 984,869

OTHER NONCURRENT ASSETS, net 128,850 380,257 341,244
------------ ------------ ------------
Total assets $160,140,611 $214,506,803 $135,078,236
============ ============ ============

LIABILITIES, CONTRIBUTIONS AND ACCUMULATED DEFICIT

CURRENT LIABILITIES:
Accounts payable $ 13,732,569 $ 25,259,641 $ 15,304,269
Accrued costs and billings in excess of revenue
on uncompleted contracts-
Affiliated entities 8,041,172 12,360,457 4,426,092
Third party 48,537,638 42,545,113 39,825,275
Accrued compensation 1,464,551 836,131 598,405
Other current liabilities 600,118 647,146 68,530
------------ ------------ ------------
Total current liabilities 72,376,048 81,648,488 60,222,571

ADVANCES FROM MFS NETWORK TECHNOLOGIES, INC. 119,388,930 142,967,895 76,648,131

COMMITMENTS AND CONTINGENCIES (Note 7)

CONTRIBUTIONS AND ACCUMULATED DEFICIT:
Contributions from MFS Network
Technologies, Inc. 11,755,694 11,755,694 11,755,694
Accumulated deficit (43,380,061) (21,865,274) (13,548,160)
------------ ------------ ------------
Total contributions and accumulated
deficit (31,624,367) (10,109,580) (1,792,466)
------------ ------------ ------------
Total liabilities, contributions and
accumulated deficit $160,140,611 $214,506,803 $135,078,236
============ ============ ============
</TABLE>

The accompanying notes are an integral part of these balance sheets.

<CAPTION>
NETWORK TECHNOLOGIES DIVISION OF

MFS NETWORK TECHNOLOGIES, INC.

STATEMENTS OF OPERATIONS

FOR THE PERIODS ENDED JULY 2, 1998, JUNE 30, 1997,
DECEMBER 31, 1997, 1996 AND 1995

DECEMBER 31,
JULY 2, JUNE 30, --------------------------------------------
1998 1997 1997 1996 1995
------------ ------------ ------------ ------------ ------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
REVENUE:
Affiliated entities $ 36,703,005 $ 34,077,636 $100,901,819 $ 56,237,902 $112,692,674
Third party 64,386,308 108,011,172 268,432,450 165,867,327 61,145,581
------------ ------------ ------------ ------------ ------------
Total revenue 101,089,313 142,088,808 369,334,269 222,105,229 173,838,255

COST OF REVENUES 111,206,030 136,294,198 353,562,515 206,225,389 155,826,296
------------ ------------ ------------ ------------ ------------
(10,116,717) 5,794,610 15,771,754 15,879,840 18,011,959

OPERATING EXPENSES 11,413,772 14,830,436 24,066,129 23,754,195 22,806,053
------------ ------------ ------------ ------------ ------------
OPERATING LOSS (21,530,489) (9,035,826) (8,294,375) (7,874,355) (4,794,094)

OTHER INCOME (EXPENSE), net 15,701 (10,706) (22,739) (101,630) 231,355
------------ ------------ ------------ ------------ ------------
NET LOSS $(21,514,788) $ (9,046,532) $ (8,317,114) $ (7,975,985) $ (4,562,739)
============ ============ ============ ============ ============
</TABLE>

The accompanying notes are an integral part of these statements.

<CAPTION>
NETWORK TECHNOLOGIES DIVISION OF

MFS NETWORK TECHNOLOGIES, INC.

STATEMENTS OF CASH FLOWS

FOR THE PERIODS ENDED JULY 2, 1998, JUNE 30, 1997,
DECEMBER 31, 1997, 1996 AND 1995

DECEMBER 31,
JULY 2, JUNE 30, ---------------------------------------------
1998 1997 1997 1996 1995
----------- ----------- ------------ ------------ ------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(21,514,788) $ (9,046,532) $ (8,317,114) $ (7,975,985) $ (4,562,739)
Adjustments to reconcile net loss
to net cash provided by (used in)
operating activities-
Depreciation and amortization 1,358,000 1,342,345 2,684,691 1,869,993 1,628,908
Changes in assets and liabilities-
Accounts receivable and other
assets 4,693,050 (2,546,525) (29,488,757) (4,522,767) (10,046,771)
Accounts payable and other
liabilities (11,527,072) 798,920 10,771,714 4,939,109 5,246,045
Costs and earnings in excess
of billings on uncompleted
contracts 48,874,368 (16,712,465) (48,960,619) (35,611,529) (18,594,198)
Accrued costs and billings
in excess of revenue on
uncompleted contracts 1,673,240 9,702,293 10,654,203 21,885,223 (3,201,681)
Restricted assets 398,764 238,624 238,624 (280,191) (207,332)
------------ ------------ ------------ ------------ ------------
Net cash from operating
activities 23,955,562 (16,223,340) (62,417,258) (19,696,147) (29,737,768)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of network and equipment (952,088) (2,492,812) (4,163,493) (2,068,478) (2,192,752)
Additions to deferred costs and other 581,392 100,162 (39,013) (11,764) 13,236
------------ ------------ ------------ ------------ ------------
Net cash from investing
activities (370,696) (2,392,650) (4,202,506) (2,080,242) (2,179,516)

CASH FLOWS FROM FINANCING ACTIVITIES:
Advances (repayments) from MFS Network
Technologies, Inc. (23,578,964) 18,494,835 66,319,764 22,076,389 31,894,895
------------ ------------ ------------ ------------ ------------
Net cash from financing
activities (23,578,964) 18,494,835 66,319,764 22,076,389 31,894,895
------------ ------------ ------------ ------------ ------------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS 5,902 (121,155) (300,000) 300,000 (22,389)

CASH AND CASH EQUIVALENTS, beginning
of period -- 300,000 300,000 - 22,389
------------ ------------ ------------ ------------ ------------
CASH AND CASH EQUIVALENTS, end of period $ 5,902 $ 178,845 $ - $ 300,000 $ -
============ ============ ============ ============ ============
</TABLE>

The accompanying notes are an integral part of these statements.

<PAGE>

NETWORK TECHNOLOGIES DIVISION OF

MFS NETWORK TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

JULY 2, 1998 (UNAUDITED), JUNE 30, 1997 (UNAUDITED),
DECEMBER 31, 1997, 1996 AND 1995

1. ORGANIZATION:

The financial statements include the accounts of the following entities:

Network Technologies Division of MFS Network Technologies, Inc. (NT)
MFS Transportation Systems, Inc. (TSI)
MFS TransTech, Inc. (TT)
MFS Network Technologies of the District of Columbia, Inc. (DC)

Collectively, these entities are known as the Division. NT, TSI and DC are
wholly owned by MFS Network Technologies, Inc. (MFSNT). TSI owns 85 percent of
TT. The basis of the 15% minority interest has been reduced to zero due to TT's
significant losses for the periods ended July 2, 1998, June 30, 1997, December
31, 1997, 1996 and 1995. As of January 1, 1995, MFSNT was a wholly owned
subsidiary of MFS Communications Company, Inc. (MFSCC). During 1995, MFSCC
completed a restructuring in which it contributed its subsidiaries to MFSNT.
This transaction has been accounted for at historical cost in a manner similar
to the pooling of interest method. During 1996, MFSCC became a wholly owned
subsidiary of WorldCom, Inc. (WorldCom). All significant accounts and
transactions by and between the entities included in the Division have been
eliminated.

The Division operates as a systems integrator and project developer for
large-scale, facilities-based communications networks and Intelligent
Transportation Systems.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

USE OF ESTIMATES

The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

ACCOUNTING FOR CONSTRUCTION CONTRACTS

The Division uses the percentage of completion method of accounting to account
for revenues and costs, measured by the percentage of budget completed to date
to the total budget. Provision is made for the entire amount of future estimated
determinable losses on contracts in progress; claims for additional contract
compensation, however, are not reflected in the accounts until the year in which
such claims are allowed. Revisions in cost and profit estimates

<PAGE>

-2-

during the course of the work are reflected in the accounting period in which
the facts which require the revision become known. It is possible that cost and
profit estimates will be revised in the near term.

In accordance with industry practice, amounts realizable and payable under
contracts which may extend beyond one year are included in current assets and
liabilities.

Substantially all of the Division's revenue from affiliates is from cost
reimbursable contracts. Revenues from those contracts are recognized on the
basis of costs incurred during the period, plus the overhead fee earned.

The Division has entered into two related agreements with a significant
customer. One contract relates to construction services and the other contract
relates to materials purchasing whereby the Division purchases certain materials
for the customer and passes those through at cost. The materials contract was
entered into in conjunction with the construction contract, therefore, the costs
associated with materials are shown as contract costs and revenue is recognized
to the extent of those costs. The revenues and related costs were $36.1 million,
$40.0 million, $57.3 million, $0 for the periods ended June 30, 1997, December
31, 1997, 1996 and 1995, respectively. These amounts are included in the
accompanying financial statements as construction revenues and cost of revenues.

Credit risk is minimal with public (government) owners since the Division
ascertains that funds have been appropriated by the governmental project owner
prior to commencing work on public projects. Most public contracts are subject
to termination at the election of the government. However, in the event of
termination, the Division is entitled to receive the contract price on completed
work and reimbursement of costs, plus a reasonable profit, on uncompleted work.
Credit risk with private owners is minimized because of statutory mechanics
liens, which give the Division high priority in the event of lien foreclosures
following financial difficulties of private owners.

FIXED ASSETS

Fixed assets are stated at cost. Depreciation on leasehold improvements is
provided by the straight-line method over estimated useful lives ranging from 10
to 31.5 years, and depreciation on all other fixed assets is provided on
accelerated methods over the estimated useful lives of the respective assets
ranging from 3 to 8 years. Upon sale or retirement of property and equipment,
the related cost and accumulated depreciation are removed from the accounts, and
any gain or loss is recognized.

INCOME TAXES

The Division is included in the combined income tax returns of WorldCom for the
years ended December 31, 1997 and 1996, and in the combined income tax return of
MFSCC for the year ended December 31, 1995. There is no tax sharing agreement
between the Division and WorldCom or MFSCC, respectively; therefore,

<PAGE>

- 3 -

the Division calculates its tax provision on a separate-entity basis. The
accompanying financial statements do not reflect a tax benefit since it is more
likely than not that the deferred tax asset will not be realized.

RESTRICTED ASSETS

Restricted assets consist of government securities held for owners in lieu of
retainage. These government securities are carried at cost which approximates
fair market value.

CASH AND CASH EQUIVALENTS

For purposes of the statements of cash flows, the Division considers all highly
liquid debt instruments purchased with a maturity of three months or less to be
cash equivalents.

3. ACCOUNTS RECEIVABLE:

Accounts receivable includes retainage which has been billed but is not due
until after the services are rendered and accepted by the customer. Retainage
totaled $4.5 million, $5.0 million and $2.8 million at July 2, 1998, December
31, 1997 and 1996, respectively.

4. PROPERTY AND EQUIPMENT:

Property and equipment consisted of the following:
<TABLE>
<CAPTION>
JULY 2, 1998 1997 1996
------------ ----------- -----------
<S> <C> <C> <C>
Furniture, fixtures and office equipment $ 6,817,519 $ 6,059,631 $ 4,336,901
Vehicles 4,556,658 4,436,769 2,821,138
Leasehold improvements 1,066,251 1,042,972 1,056,620
Testing and construction equipment 365,062 754,992 829,013
Other 517,768 723,068 423,261
----------- ----------- -----------
13,823,258 13,017,432 9,466,933

Less- Accumulated depreciation (8,095,956) (6,884,218) (4,812,521)
----------- ----------- -----------
$ 5,727,302 $ 6,133,214 $ 4,654,412
=========== =========== ===========
</TABLE>

5. LEASES:

The Division is leasing premises under various noncancellable operating leases
which, in addition to rental payments, require payments for insurance,
maintenance, property taxes and other executory costs related to the leases.
Certain leases provide for adjustments in lease cost based upon adjustments in
the Consumer Price Index and increases in the landlord's management costs. The
lease agreements have various expiration dates and renewal options through 2003.

<PAGE>

- 4 -

Future minimum payments by year and in the aggregate, under the noncancellable
operating leases with initial or remaining terms of one year or more consisted
of the following at July 2, 1998 and December 31, 1997:

JULY 2, 1998 DECEMBER 31, 1997
------------ -----------------
1998 $ 798,822 $1,714,000
1999 1,259,651 1,176,000
2000 503,836 504,000
2001 436,000 436,000
2002 436,000 436,000
Thereafter 109,000 109,000

Rent expense related to noncancellable operating leases for the periods ended
July 2, 1998, June 30, 1997, December 31, 1997, 1996 and 1995, respectively, was
approximately $860,800, $896,700, $1,800,000, $1,429,700 and $862,000.

6. RELATED-PARTY TRANSACTIONS:

Employees of the Division are eligible to participate in the WorldCom employee
benefit plans.

WorldCom manages and performs the treasury functions for the Division.

WorldCom's intention is to support the Division until such time that the
Division can generate sufficient cash flows to fund its operations.

7. COMMITMENT AND CONTINGENCIES:

The Division is subject to a number of lawsuits and claims for various amounts
which arise out of the normal course of its business. In the opinion of
management, the disposition of claims currently pending will not have a material
adverse effect on the Division's financial position or results of operations.

The Division has an agreement with the minority stockholders of TT, under which
the Division obtains permanent exclusive and permanent nonexclusive licenses for
certain toll system patents for an aggregate license fee of $6,000,000 to be
paid in installments through February 1999. At July 2, 1998 and December 31,
1997, the remaining installment payments totalled $333,000 and $1,083,000,
respectively. The Division paid approximately $750,000, $1,417,000, $1,000,000
and $1,000,000 under this agreement during the periods ended July 2, 1998,
December 31, 1997, 1996 and 1995, respectively.

8. SIGNIFICANT CUSTOMERS:

A significant portion of the Company's business, excluding affiliated entities,
was derived from three major customers in 1997, two major customers in 1996 and
two major customers in 1995. Revenues from these customers totaled approximately
$224.6 million, $89.6 million and $39.4 million, or 61%, 40% and 23% of revenues
in years ended December 31, 1997, 1996 and 1995, respectively.

9. SUBSEQUENT EVENTS:

Subsequent to December 31, 1997, the Division incurred approximately $25 million
of losses on four contracts that were in process as of year-end. These losses
were not anticipated at December 31, 1997, and relate to matters and events
occurring subsequent thereto. As a result, the losses are not reflected in the
accompanying 1997 financial statements.

In July 1998, Able Telcom Holdings Corp. (Able) executed an agreement with
WorldCom to acquire the Division for the net book value of the Division at
March 31, 1998, as defined in the agreement, plus $10 million.

<PAGE>

ABLE TELCOM HOLDING CORP.

PRO FORMA CONDENSED COMBINED UNAUDITED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED JULY 31, 1998

<TABLE>
<CAPTION>
7/31/98
ABLE PRO FORMA
HISTORICAL MFSNT PATTON ADJUSTMENTS TOTAL
---------- --------- -------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Revenues ......................................... $ 115,124 $ 162,645 $ 9,339 -- $ 287,108
Costs of revenues ................................ 90,222 168,141 8,825 -- 267,188
General and administrative ....................... 14,703 11,539 889 -- 27,131
Depreciation and amortization .................... 4,865 2,146 501 550(1) 8,062
--------- --------- -------- ------- ---------
Total Costs and Expenses .................... 109,790 181,826 10,215 550 302,381
--------- --------- -------- ------- ---------
Income (loss) from operations .................... 5,334 (19,181) (876) (550) (15,273)
Other (income) expense, net:
Interest expense ............................ 2,681 -- 574 2,300(2) 5,555
Interest and dividend income ................ (131) (15) -- -- (146)
Other (income) expense ...................... 588 6 (366) -- 228
--------- --------- -------- ------- ---------
Total other (income) expense, net ........... 3,138 (9) 208 2,300 5,637
--------- --------- -------- ------- ---------
Income (loss) before income taxes ................ 2,196 (19,172) (1,084) (2,850) (20,910)
Provision (benefit) for income taxes ............. 857 -- (142) (715)(3) --
--------- --------- -------- ------- ---------
Income (loss) before minority interest ........... 1,339 (19,172) (942) (2,135) (20,910)
Minority interest ................................ 610 -- -- -- 610
--------- --------- -------- ------- ---------
Net income (loss) ................................ 729 (19,172) (942) (2,135) (21,520)
Preferred stock dividends ........................ 145 -- -- -- 145
Beneficial conversion privilege of preferred stock 8,013 -- -- -- 8,013
--------- --------- -------- ------- ---------
Net income (loss) applicable to common stock ..... $ (7,429) $ (19,172) $ (942) $(2,135) $ (29,678)
========= ========= ======== ======= =========
Earnings per common share--basic and diluted ..... $ (0.77) $ (3.07)
========= =========
Basic weighted average shares .................... 9,661 9,661
========= =========
</TABLE>

<PAGE>

NOTES:

(1) Incremental depreciation and amortization attributable to recording acquired
property and equipment at fair value and goodwill, respectively.

(2) Interest expense on the Note to WorldCom for the acquisition of MFSNT based
on a rate of 11.5% per annum.

(3) Income tax benefit associated with the Pro Forma losses of MFSNT and Patton.

<PAGE>

ABLE TELCOM HOLDING CORP.

PRO FORMA CONDENSED COMBINED UNAUDITED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED OCTOBER 31, 1997
<TABLE>
<CAPTION>
10/31/97
ABLE PRO FORMA
HISTORICAL MFSNT PATTON ADJUSTMENTS TOTAL
---------- --------- -------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Revenues ......................................... $ 86,334 $ 369,334 $ 30,456 -- $ 486,124
Costs of revenues ................................ 68,181 353,563 26,375 -- 448,119
General and administrative ....................... 8,781 21,381 2,415 -- 32,577
Depreciation and amortization .................... 4,532 2,685 1,246 825(1) 9,288
--------- --------- -------- ------- ---------
Total Costs and Expenses .................... 81,494 377,629 30,036 825 489,984
--------- --------- -------- ------- ---------
Income (loss) from operations .................... 4,840 (8,295) 420 (825) (3,860)
Other (income) expense, net:
Interest expense ............................ 1,565 -- 775 3,450(2) 5,790
Interest and dividend income ................ (449) -- -- -- (449)
Other (income) expense ...................... (153) 23 (172) -- (302)
--------- --------- -------- ------- ---------
Total other (income) expense, net ........... 963 23 603 3,450 5,039
--------- --------- -------- ------- ---------
Income (loss) before income taxes ................ 3,877 (8,318) (183) (4,275) (8,899)
Provision (benefit) for income taxes ............. 727 -- 135 (862)(3) --
--------- --------- -------- ------- ---------
Income (loss) before minority interest ........... 3,150 (8,318) (318) (3,413) (8,899)
Minority interest ................................ 292 -- 6 -- 298
--------- --------- -------- ------- ---------
Net income (loss) ................................ 2,858 (8,318) (324) (3,413) (9,197)
Preferred stock dividends ........................ (260) -- -- -- (260)
Beneficial conversion privilege of preferred stock (1,266) -- -- -- (1,266)
--------- --------- -------- ------- ---------
Net income (loss) applicable to common stock ..... $ 1,332 $ (8,318) $ (324) $(3,413) $ (10,723)
========= ========= ======== ======= =========
Earnings per common share--basic and diluted ..... $ 0.16 $ (1.26)
========= =========
Basic and diluted weighted average shares ........ 8,505 8,505
========= =========
</TABLE>

<PAGE>

NOTES:

(1) Incremental depreciation and amortization attributable to recording acquired
property and equipment at fair value and goodwill, respectively.

(2) Interest expense on the Note to WorldCom for the acquisition of MFSNT based
on a rate of 11.5% per annum.

(3) Income tax benefit associated with the Pro Forma losses of MFSNT and Patton.

<PAGE>

ABLE TELCOM HOLDING CORP. AND SUBSIDIARIES

NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS
(UNAUDITED)

In conjunction with the acquisition of MFSNT, the Company granted an option to
WorldCom (the "WorldCom Option") to purchase up to 2,000,000 shares of the
Company's common stock, at an exercise price of $7.00 per share, but subject to
a 1,817,941 share maximum limitation, and the rights to receive upon
satisfaction of certain conditions phantom stock awards (the "Phantom Stock
Awards") equivalent to 600,000 shares of common stock, payable in cash, stock,
or a combination of both at the Company's option. The WorldCom Phantom Stock
Awards are exercisable only on the following three days: July 2, 1999, July 2,
2000, or July 2, 2001. WorldCom will be entitled to receive any appreciation of
the Common Stock over a base price of $5 3/32 per share, but in no event shall
the maximum payment exceed $25.00 per share. The fair value of the WorldCom
Option and Phantom Stock Awards were estimated at the date of grant at $3.5
million and $0.6 million, respectively, and are included as a component of the
total consideration paid for the acquisition of MFSNT.

Subsequent to October 31, 1998, the Company and WorldCom agreed to convert the
WorldCom Option to stock appreciation rights with similar terms and provisions,
except that the stock appreciation rights provide for the payments of cash to
WorldCom based upon the appreciation of the Company's common stock over a base
price of $7.00 per share. The stock appreciation rights will revert back to the
Option if certain shareholder approvals are received.

The purchase price of MFSNT was determined as follows (in millions):

Contract price, as amended $58.8
Transaction related costs 4.6
WorldCom Option 3.5
WorldCom Phantom Stock Awards .6
-----
Total Purchase Price $67.5
=====

The Company allocated the purchase price to the assets acquired and the
liabilities assumed based on the fair value of those assets and liabilities as
follows (in millions):

Cash and accounts receivable $47.0
Costs and profits in excess of billings on
uncompleted contracts 93.7
Assets held for sale 38.8
Prepaid expenses 1.0
Property 5.7
Goodwill(1) 16.5
Accounts payable (13.7)
Billings in excess of costs and profits
on uncompleted contracts (56.6)
Reserve for losses on uncompleted contracts (40.5)
Accrued restructuring costs(2) (2.0)
Property taxes payable (15.0)
Other accrued liabilities(3) (7.4)
-----
Total allocated purchase price $67.5
=====

- ----------------
(1) Goodwill is being amortized on a straight-line basis over 20 years.
(2) Accrued restructuring costs related primarily to severance and benefit costs
associated with the involuntary termination of employees pursuant to an
approved restructuring plan.
(3) Includes allowances for costs related to litigation and claims of $5.0
million which, according to the Plan of Merger, is payable to WorldCom in
the event specified litigation costs and claims are not paid by the Company.

<PAGE>

ABLE TELCOM HOLDING CORP. AND SUBSIDIARIES

NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS--(CONTINUED)
(UNAUDITED)

In conjunction with the acquisition of MFSNT, the Company entered into
a five-year agreement with WorldCom to provide telecommunications infrastructure
services to WorldCom (the "WorldCom Master Services Agreement") for a minimum of
$40.0 million per year, provided that the aggregate sum payable to MFSNT shall
be not less than $325.0 million, including a fee of 12 percent of reimbursable
costs under the agreement ("Aggregate Sum"). If MFSNT declines any of the first
$130.0 million of contract work in any year of the agreement, the value of the
declined work reduces the Aggregate Sum. MFSNT has agreed that WorldCom Network
will have met all of its obligations to MFSNT to the extent that payments to
MFSNT reach an aggregate of $500.0 million at any time during the five-year
term. During the fiscal year ended October 31, 1998, the Company recognized
revenues of approximately $30.3 million from the WorldCom Master Services
Agreement.

PATTON MANAGEMENT CORPORATION

On April 1, 1998, the Company purchased all of the outstanding common
stock of Patton Management Corporation ("Patton") for a total purchase price of
approximately $4.0 million. The acquisition was accounted for using the purchase
method of accounting. Goodwill of approximately $2.8 million was recorded and is
being amortized on a straight-line basis over 20 years.

<PAGE>

ABLE TELCOM HOLDING CORP.

PROXY AND VOTING INSTRUCTION

1999 ANNUAL MEETING OF SHAREHOLDERS - JUNE 30, 1999

This Proxy is solicited on behalf of the Board of Directors

The undersigned hereby appoints ______________ and ______________, or any of
them, as a Proxy or with full power of substitution, to represent the
undersigned at the 1999 Annual Meeting of Shareholders (the "Annual Meeting") of
Able Telcom Holding Corp. (the "Company") to be held at The Embassy Suites
Hotel, 555 S. 10th Street, Omaha, NE 68102 on May 10, 1999 at 10:00 a.m. Central
Standard Time, and at all adjournments or postponements thereof, and to vote all
the shares of Common Stock, $.001 par value per share, held of record by the
undersigned at the close of business on June 8, 1999, with all the power that
the undersigned would possess if personally present, as designated on the
reverse side. Your vote is important to us. Feel free to direct your comments to
the Corporate Secretary at 1- 561-688-0400. Shares will be voted as specified.

The undersigned also hereby revokes previous Proxies and acknowledges receipt of
the Company's Notice of Annual Meeting and Proxy Statement.

The Board recommends a vote FOR Items 1-7. IF YOU DO NOT SPECIFY HOW YOU INTEND
TO VOTE, THIS PROXY WILL BE VOTED "FOR" EACH PROPOSAL. The proxies or
substitutes may vote accordingly in their discretion upon any other business
that may properly come before the Annual Meeting or any adjournments or
postponements of the Annual Meeting.

1. Election of the Directors

Nominees for Class A Directors

ALEC MCLARTY BILLY V. RAY, JR. COLLIER ROSS
C. FRANK SWARTZ DOUGLAS TATUM HANS TANZLER, III

__ FOR ALL THE NOMINEES __ WITHHOLD AUTHORITY TO __ FOR ALL THE NOMINEES
LISTED ABOVE VOTE FOR THE NOMINEES LISTED ABOVE, EXCEPT
LISTED ABOVE AS FOLLOWS

List Exceptions:

___________________________________________________________________________

2. Amending the Articles of Incorporation

A. to increase the number of authorized shares of Common Stock from
25 million to 100 million.