ABLE TELCOM HOLDING CORP, PRER14A, 2000-08-22

ABLE TELCOM HOLDING CORP
PRER14A, 2000-08-22
ELECTRICAL WORK

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<PAGE> 1

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 [X]
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> 2

ABLE TELCOM HOLDING CORP.
1000 HOLCOMB WOODS PARKWAY, SUITE 440
ROSWELL, GA 30076
[DATE OF MAILING]

You are cordially invited to attend the 2000 Annual Meeting of Shareholders of
Able Telcom Holding Corp. We will hold the meeting on [September 29, 2000] at
_______________ in Atlanta, Georgia at 10:00 a.m. Eastern Time. The Proxy
Statement describes the business that we will conduct at the Annual Meeting
which includes seeking your approval for the following Proposals, each of which
are independent of the others. The proposals are as follows:

1. To elect four Directors to serve until our next annual meeting of
shareholders or until their qualified successors are elected;

2. To approve amending our Articles of Incorporation to increase the
number of authorized shares of:

(A) Common Stock from 25 million to 100 million, and

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

3. To approve amending our Articles of Incorporation to change our
corporate name from "Able Telcom Holding Corp." to "The Adesta Group,
Inc.";

4. To further amend our 1995 Stock Option Plan to:

(A) Increase the number of shares authorized for issuance under
the Plan from 1,300,000 to 5,500,000,

(B) Increase the number of options granted to Non-Affiliate
Directors from a one-time grant of 5,000 options to an annual grant of
10,000 options,

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

(D) Extend the exercise period of options previously granted to
Non-Affiliate Directors to the earlier of (A) September 19, 2005, or
(B) the date which is two years after the date that a Non-Affiliate
Director is no longer serving as a Director;

5. To ratify and approve the grant of 2,189,897 stock options to certain
of our officers and directors outside of our 1995 Stock Option Plan.
Issuance of these shares must be approved by the shareholders under the
Nasdaq rules;

6. To approve issuing up to 2,600,000 shares of our Common Stock to
WorldCom if it exercises options and stock appreciation rights obtained
from us when we acquired the network construction and transportation
systems business from WorldCom. Issuance of these shares must be
approved by our shareholders under the Nasdaq rules;

7. To approve issuing shares of our Common Stock in connection with
outstanding Series B securities issued to finance our acquisition of
the network construction and transportation business from WorldCom.
This proposal relates to 1,627,031 shares currently issuable to some
holders of Series B securities plus additional shares which may be
required to be issued pursuant to anti-dilution provisions contained in
the Series B warrants. Issuance of these shares, when combined with
1,875,960 shares of Common Stock already issued to holders of our
Series B Convertible Preferred Stock, must be approved by our
shareholders under the Nasdaq rules;

8. To approve issuing shares of our Common Stock to holders of our Series
C Convertible Preferred Stock and warrants upon conversion or exercise
of those securities. This proposal relates to 4,700,000 shares
currently issuable under the Series C Preferred Stock and warrants plus
additional shares which may be required to be issued pursuant to
anti-dilution provisions contained in the Preferred Stock and warrants.
Issuance of these shares must be approved by our shareholders pursuant
to the Nasdaq rules;

<PAGE> 3

required to be issued pursuant to preemptive rights and anti-dilution
rights held by Sirit. Issuance of these shares may be subject to
approval by our shareholders under the Nasdaq rules;

10. To ratify appointing Arthur Andersen LLP as our independent accountants
for the fiscal years ended October 31, 1999 and October 31, 2000; and

11. To transact any other business that may properly be presented at the
2000 Annual Meeting of Shareholders or any adjournments or
postponements of the Annual Meeting.

Attending our Annual Meeting is limited to those persons who were our
shareholders as of the record date of [August 17, 2000] (or their authorized
representatives), and to our guests. 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 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 our shareholders is gratefully acknowledged. We look
forward to seeing you at the Annual Meeting.

BILLY V. RAY, JR.
Chairman of the Board

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<PAGE> 4

ABLE TELCOM HOLDING CORP.
NOTICE OF 2000 ANNUAL MEETING OF SHAREHOLDERS

The 2000 Annual Meeting of the Shareholders of Able Telcom Holding Corp. will be
held on [September 29, 2000] at in Atlanta,Georgia at 10:00 a.m. Eastern
Time. At the 2000 Annual Meeting of Shareholders, we will ask you to vote on the
following Proposals, each of which is independent of the others:

1. To elect four Directors to serve until our next annual meeting of
shareholders or until their qualified successors are elected;

2. To approve amending our Articles of Incorporation to increase the
number of authorized shares of:

(A) Common Stock from 25 million to 100 million, and

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

3. To approve amending our Articles of Incorporation to change our
corporate name from "Able Telcom Holding Corp." to "The Adesta Group,
Inc.";

4. To further amend our 1995 Stock Option Plan to:

(A) Increase the number of shares authorized for issuance under
the Plan from 1,300,000 to 5,500,000,

(B) Increase the number of options granted to Non-Affiliate
Directors from a one-time grant of 5,000 options to an annual grant of
10,000 options,

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

9. To approve issuing shares of our Common Stock in connection with a
litigation settlement with Sirit Technologies, Inc. This proposal
relates to up to 5,011,511 shares currently issuable to Sirit plus
additional shares which may be required to be issued pursuant to
preemptive rights and anti-dilution rights held by Sirit. Issuance of
these shares may be subject to approval by our shareholders under the
Nasdaq rules;

<PAGE> 5

10. To ratify appointing Arthur Andersen LLP as our independent accountants
for the fiscal years ended October 31, 1999 and October 31, 2000; and

11. To transact any other business that may properly be presented at the
2000 Annual Meeting of Shareholders or any adjournments or
postponements of the Annual Meeting.

Our Board of Directors has fixed the close of business on [AUGUST 17, 2000] as
the record date for determining our shareholders entitled to notice of and to
notice of and vote at our Annual Meeting. A list of the Shareholders entitled to
vote at the Annual Meeting may be examined by any of our Shareholders at our
corporate offices at 1000 Holcomb Woods Parkway, Suite 440, Roswell, GA 30076.

The enclosed proxy is solicited by our Board of Directors. Please refer to the
accompanying proxy materials for further information with respect to the
business to be transacted at the Annual Meeting. Our 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.

By Order Of the Board of Directors

Roswell, Georgia BILLY V. RAY, JR.
____________, 2000 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.

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<PAGE> 6

2000 ANNUAL MEETING OF SHAREHOLDERS
OF
ABLE TELCOM HOLDING CORP.

PROXY STATEMENT FOR THE ANNUAL MEETING

The 2000 Annual Meeting of Shareholders of Able Telcom Holding Corp. will be
held on [September 29, 2000] at ____________________ in Atlanta, Georgia at
10:00 a.m. Eastern Time, or at any adjournments or postponements of our Annual
Meeting.

We will begin sending these Proxy materials, which include the Proxy Statement,
the attached Notice of Annual Meeting and the enclosed Proxy Card on _________,
2000 to all shareholders entitled to vote. Our only class of voting stock is our
Common Stock, par value $.001. Shareholders who owned Common Stock at the close
of business on [AUGUST 17, 2000] our record date, are entitled to vote. On the
record date, [16,374,504] shares of our Common Stock were outstanding. Our
principal executive offices are located at 1000 Holcomb Woods Parkway, Suite
440, Roswell, GA 30076, and our telephone number is (888) 547-1570.

WHY WERE THESE PROXY MATERIALS SENT?

These Proxy materials were sent to you because our Board of Directors is
soliciting proxies from shareholders of our shares of Common Stock to vote at
our Annual Meeting. This Proxy Statement summarizes the information you need to
know to decide how to vote at our 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.

WHY DIDN'T WE HOLD A 1999 ANNUAL MEETING?

In connection with our planned 1999 Annual Meeting, we filed our initial
preliminary proxy materials with the Securities and Exchange Commission in March
1999. However, the SEC Staff raised a number of questions regarding accounting
and other disclosures that were made by us in our proxy materials and related
filings in connection with our acquisition of the network construction and
transportation systems business of MFS Network Technologies, Inc. from WorldCom
in 1998. We may refer to this acquisition at times in this proxy statement as
the MFSNT acquisition for convenience purposes. We were not able to resolve the
SEC's questions until May 2000 so we could not complete our proxy materials for
the 1999 Annual Meeting. As a result, the proposals we are submitting for
shareholder approval at this 2000 Annual Meeting include those we initially
intended to address at our 1999 Annual Meeting and that are still relevant, as
well as new proposals.

WHAT IS BEING VOTED ON?

The proposals described in the attached Notice of 2000 Annual Meeting of
Shareholders are being voted on at the Annual Meeting.

WHY IS THE PROXY STATEMENT LONGER AND MORE COMPLEX THAN NORMAL?

This Proxy Statement contains ten proposals, some of which involve explanations
of complex transactions and legal requirements that have led to the proposals.
For example, under Nasdaq rules, certain transactions require us to obtain the
approval of holders of a majority of our shares casting votes if we plan to
issue new shares of Common Stock that represent 20% or more of the shares of
Common Stock that are outstanding at the time we agreed to issue the Common
Stock. The Nasdaq rules apply to the following types of transactions relevant to
Proposals Nos. 5, 6, 7, 8 and 9 of this Proxy Statement:

- transactions where the Common Stock is issued to acquire
another company;

- transactions where the Common Stock is to be issued at a price
below the greater of book value or market value of the Common Stock immediately
prior to the issuance; and

- transactions where an arrangement is made to issue Common
Stock to officers and directors under an arrangement that does not include other
employees, even if less than 20% of the outstanding Common Stock.

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<PAGE> 7

In July 1998, we acquired the network construction and transportation systems
business from WorldCom, Inc. in a transaction that increased our size by three
times. At that time, we did not have a sufficient number of authorized shares of
our Common Stock available to meet our needs to finance this acquisition, as
well as to provide incentives to employees and directors of a larger company.
Therefore, in connection with this acquisition, we issued securities convertible
into or exercisable for our Common Stock to third party investors, to provide
financing, and to WorldCom. Although we have already issued these securities,
because the total number of shares of Common Stock that possibly could be issued
if all of these securities were converted or exercised could be more than 20% of
our outstanding Common Stock at the time of the acquisition, and in some
instances the conversion or exercise prices were or potentially could be less
than the market price or book value of our Common Stock when we issued them,
shareholder approval is required. Further, to allow us to issue Common Stock
upon the conversion or exercise of these securities, we need to increase our
authorized Common Stock to provide a sufficient number of shares of Common Stock
for these issuances and for other purposes.

Prior to our signing the agreement relating to the acquisition from WorldCom on
April 26, 1998, 9,379,824 shares of our Common Stock were outstanding. Thus, in
completing the acquisition we were allowed to issue only up to approximately
1,875,960 shares of our Common Stock unless shareholder approval was received as
required by Nasdaq. So far, we have issued 1,875,960 shares to the Series B
investors upon their conversion of Series B Preferred Stock, so we cannot issue
any shares to WorldCom upon exercise of its options or stock appreciation rights
without shareholder approval. Likewise, we cannot issue any more shares to the
Series B investors with regard to any securities they acquired in connection
with the MFSNT acquisition without shareholder approval. Thus, we are seeking
approval of Proposal Nos. 6 and 7 to allow us to issue these additional shares
to WorldCom and the Series B investors.

Similarly, we sold the Series C Preferred Stock in January of this year, but
before these securities are converted we need shareholder approval to increase
our authorized shares of Common Stock and to issue the shares of Common Stock
upon conversion or exercise of the Series C securities under the above-described
Nasdaq rules. Just prior to selling the Series C securities on February 4, 2000,
15,862,838 shares of our Common Stock were outstanding. Therefore, under the
Nasdaq rules we could issue only approximately 3,128,500 shares upon conversion
of the Series C securities without shareholder approval. To date, we have not
issued any shares of Common Stock to the holders of our Series C Preferred Stock
and warrants. Therefore, to issue the full 4,700,000 shares of Common Stock we
currently may be required to issue to the Series C investors, we are asking for
shareholder approval as set forth in proposal No. 8.

The other proposals are being submitted for your approval because of
considerations of Florida law, our Articles of Incorporation and Bylaws,
contractual arrangements to which we are bound or the possible application of
Nasdaq rules.

WHO MAY VOTE?

Shareholders who owned Common Stock at the close of business on [AUGUST 17,
2000], our record date, are entitled to vote at our 2000 Annual Shareholders
Meeting. On the record date, [16,374,504] shares of our Common Stock were
outstanding. Our Common Stock is our only class of voting stock.

HOW MANY VOTES DO I HAVE?

Each share of Common Stock that you owned as of our record date entitles you to
one vote.

HOW MANY VOTES ARE NEEDED FOR A QUORUM?

As of [AUGUST 17, 2000,] 16,374,504 shares of Common Stock were issued and
outstanding. The Annual Meeting will be held if a majority of our outstanding
Common Stock entitled to vote is represented at our Annual Meeting. This means
that 8,187,253 shares are required for a quorum. If you return the Proxy and/or
attend the Annual Meeting in person, your shares of Common Stock will be counted
to determine whether a quorum exists, even if you wish to abstain from voting on
some or all matters introduced at the annual meeting. A shareholder "abstains"
from voting only if he or she actually returns a Proxy Card marked "abstain". If
you do not return a marked Proxy Card or attend in person, you will not be
counted as attending the meeting. Failing to return a marked Proxy Card is not
considered an "abstention". "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. If a broker returns a Proxy Card but
indicates no authority to vote on a particular matter, it is called a "broker
non-vote."

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

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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.

WHAT IMPACT DO OUR OFFICERS AND DIRECTORS HAVE ON VOTING?

Since our officers and directors currently own less than 2% of the actual voting
rights of our outstanding Common Stock, their votes will have very little, if
any, impact, on whether any of the Proposals are approved.

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 our Board
of Directors as follows:

"FOR" electing the slate of Board of Directors proposed by us;

"FOR" amending our Articles of Incorporation to increase the number of
authorized shares of:

(A) Common Stock from 25 million to 100 million, and

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

"FOR" amending our Articles of Incorporation to change our corporate
name from "Able Telcom Holding Corp." to "The Adesta Group, Inc.";

"FOR" further amending our 1995 Stock Option Plan to:

(A) Increase the number of shares authorized for issuance under
the Plan from 1,300,000 to 5,500,000,

(B) Increase the number of options granted to Non-Affiliate
Directors from a one-time grant of 5,000 options to an annual grant of
10,000 options,

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

(D) Extend the exercise period of options previously granted to
Non-Affiliate Directors to the earlier of (A) September 19, 2005, or
(B) the date which is two years after the date that the Non-Affiliate
Director is no longer serving as a Director.

"FOR" ratifying and approving the grant of stock options to certain of
our officers and directors;

"FOR" approving our issuing up to 2,600,000 shares of our Common Stock
to WorldCom if it exercises options and stock appreciation rights it
obtained in our acquisition from WorldCom;

"FOR" approving our issuing shares of our Common Stock in connection
with the exercise or conversion of our Series B securities;

"FOR" approving our issuing shares of our Common Stock to holders of
our Series C Convertible Preferred Stock and warrants upon conversion
or exercise of those securities;

"FOR" approving our issuing shares of our Common Stock in connection
with a litigation settlement with Sirit Technologies, Inc.; and

"FOR" ratifying our appointing Arthur Andersen LLP as our independent
accountants for the fiscal years ended October 31, 1999 and October 31,
2000.

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If any other matter is presented at the meeting, your Proxy will vote in
accordance with his or her 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 voted. 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 our Corporate Secretary in
writing before the Annual Meeting that you have revoked the instructions on your
Proxy Card. Third, you may vote in person at the Annual Meeting.

HOW DOES A SHAREHOLDER VOTE IN PERSON?

If you plan to attend the Annual Meeting and vote in person, we will give you a
ballot when you arrive even if you sent in a Proxy Card. 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 [AUGUST 17, 2000] the record date.

WHAT VOTE IS REQUIRED TO APPROVE THE PROPOSALS?

Proposal Nos. 1, 2, 3 and 10

The Florida Business Corporation Act provides that the directors are elected by
a plurality of the votes cast (Proposal No. 1). Our by-laws and Florida law also
provide that all other matters are approved if the votes cast in favor of the
action exceed the votes cast against the action, subject to greater votes
required by other applicable rules (such as Nasdaq rules) or our Articles of
Incorporation. None of Proposal Nos. 2, 3 or 10 require a greater vote.
Abstentions marked on the Proxy Card and broker non-votes will have no legal
effect, because none of Proposal Nos. 1, 2, 3 or 10 specify that a particular
percentage of the shareholders entitled to vote is required. Failure to send in
a Proxy Card will affect the existence of a quorum, but will not otherwise
affect the vote. However, if you send in your Proxy Card but do not make a
choice on the Proxy Card, you will be deemed to have voted "FOR" Proposal Nos.
1, 2, 3 and 10.

Proposal No. 4(A)

Because our Stock Option Plan provides for the issuance of incentive stock
options under the Internal Revenue Code, the Code requires that amendments to
the Stock Option Plan be approved by holders of a majority of the outstanding
shares of Common Stock. Accordingly, abstentions marked on the Proxy Card,
broker non-votes, and failure to send in a Proxy Card, will have the effect of a
vote "AGAINST" Proposal No. 4(A). However, if you send in your Proxy Card but do
not make a choice on the Proxy Card, you will be deemed to have voted "FOR"
Proposal No. 4(A).

Proposal Nos. 4(B), 4(C), 4(D) and 5

Each proposals 4(B), 4(C), 4(D) and 5 have been approved by the Board pursuant
to its authority to issue and modify options under and outside of our Stock
Option Plan. However, Proposal No. 5 requires approval under the Nasdaq rules,
as discussed below. Also, because the Board will be the beneficiary of these
proposals, it seeks shareholder approval to avoid the appearance of a conflict
of interest. Under the Florida Business Corporation Act, a transaction is not
void or voidable because of a conflict of interest if holders of a majority of
the outstanding shares of Common Stock, other than the interested directors'
shares, approve the transaction. Abstentions marked on the Proxy Card, broker
non-votes, and failure to send in a Proxy Card, will have the effect of a vote
"AGAINST" Proposal Nos. 4(B), 4(C), 4(D) and 5. However, if you send in your
Proxy Card but do not make a choice on the Proxy Card, you will be deemed to
have voted "FOR" Proposal Nos. 4(B), 4(C), 4(D) and 5.

Proposal Nos. 6, 7, 8 and 9

The Nasdaq rules that are prompting these proposals require that holders of a
majority of the votes cast on a matter approve the proposals. Accordingly,
abstentions marked on the Proxy Card and broker non-votes, will have no legal
effect, because none of Proposals 6, 7, 8 or 9 specify that a particular
percentage of the shareholders entitled to vote is required. Failure to send in
a Proxy Card will affect the existence of a quorum, but will not otherwise
affect the vote. However, if you send in your Proxy Card but do not make a
choice on the Proxy Card, you will be deemed to have voted "FOR" Proposal Nos.
6, 7, 8 and 9.

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<PAGE> 10

Proposal No. 5 is also subject to Nasdaq rules but the higher voting requirement
for potential conflict of interest transactions under Florida law will satisfy
Nasdaq rules as well.

IS VOTING CONFIDENTIAL?

Yes. Proxy Cards, ballots and voting tabulations that identify our individual
shareholders are confidential. Only the inspectors of election and the employees
and consultants associated with processing Proxy Cards and counting the votes
have access to your card. Additionally, all comments directed to our 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 Proxy Cards by mail, we expect that a
number of our employees personally and by telephone will solicit shareholders
for the same type of Proxy. 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 OUR ANNUAL REPORTS ON FORM 10-K?

We have included a copy of our Amended Annual Report on Form 10-K for the Fiscal
Year Ended October 31, 1999 and our Amended Annual Report on Form 10-K for the
Fiscal Year Ended October 31, 1998, with these proxy materials. You may also
obtain a copy of each of these Annual Reports, and all other reports
electronically filed by us via the Internet, by accessing the Securities and
Exchange Commission's EDGAR website at www.sec.gov/edaux/searches.html.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows, as of August 17, 2000, the Common Stock owned
beneficially by (i) each of our executive officers, (ii) each of our current
directors, (iii) all executive officers and directors as a group, and (iv) each
person known by us to be the "beneficial owner" of more than five percent of our
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
own it directly, but also if you indirectly (through a relationship, a position
as a director or trustee, or a contract or understanding) share the power to
vote or sell the stock, or you have the right to acquire it within 60 days.
Except as disclosed in the footnotes below, each of the executive officers and
directors listed have sole voting and investment power over his shares. As of
August 17, 2000, there were 16,374,504 shares of Common Stock issued and
outstanding and approximately 425 holders of record.

<TABLE>
<CAPTION>
SHARES PERCENTAGE
BENEFICIALLY BENEFICIALLY
NAME(1) CURRENT TITLE OWNED(2) OWNED

<S> <C> <C> <C> <C>
Billy V. Ray, Jr.(3) Chief Executive Officer and 410,000 2.5%
Chairman of the Board of Directors

Edwin D. Johnson(3)(6) President and Chief Financial Officer and a 157,000 *
Director

Frazier L. Gaines(4) Former Chief Executive Officer and Current 217,000 1.3%
President - Able Telcom International

Charles A. Maynard Chief Operating Officer 200,000 1.2%

James E. Brands Senior Executive Vice President 100,000 *

Michael Brenner General Counsel and Executive Vice President 100,000 *

Edward Z. Pollock(5) Associate General Counsel 66,000 *

Robert Sommerfeld President - Adesta Communications 100,000 *

Philip A. Kernan, Jr. President - Adesta Transportation 125,000 *

J. Barry Hall(10) President - Transportation Safety 102,472 *
Contractors, Inc.

Richard A. Boyle President - Patton Management Corp. 65,000 *

C. Frank Swartz(3) Director 30,000 *

H. Alec McLarty(7)(3) Director 11,610 *

Gerald Pye Director -0- -0-

All Executive Officers and Directors as 1,684,082 10.3%
a Group (15 persons)

Gideon D. Taylor(8) Former Director and Officer 946,638 5.8%

WorldCom(9) 3,050,000 18.6%
</TABLE>

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

* Less than 1%.

(1) The address for each of our directors and executive officers is 1000
Holcomb Woods Parkway, Suite 440, Roswell, GA 30076.

(2) All of the options granted to officers and directors since December
1998 are subject to shareholder approval. See Proposal No. 5 regarding
these options.

(3) Standing for reelection for director.

8
<PAGE> 12

(4) Includes 80,000 shares underlying stock options, which are immediately
exercisable subject to shareholder approval pursuant to Proposal No. 5,
128,000 shares held in a trust controlled by Mr. Gaines, and an
aggregate of 9,000 shares held by Mr. Gaines as trustee to four minor
children.

(5) Mr. Pollock owns 1,000 shares and options to purchase 65,000 shares,
subject to shareholder approval pursuant to Proposal No. 5.

(6) Mr. Johnson owns 7,000 shares and options to purchase 150,000 shares,
subject to shareholder approval pursuant to Proposal No. 5.

(7) These include 1,610 shares owned by Mr. McLarty's wife and 10,000
shares underlying options, which are immediately exercisable subject to
shareholder approval pursuant to Proposal No. 5.

(8) These include 21,619 shares owned by Mr. Taylor's wife, and 220,000
shares underlying stock options, which are immediately exercisable
subject to shareholder approval pursuant to Proposal No. 5. Mr.
Taylor's address is 265 Harper Road, Dry Fork, VA 24549.

(9) These shares were issued to WorldCom by converting debt into 3,050,000
shares at $8.375 per share on January 13, 2000. WorldCom's address is
515 East Amite St., Jackson, Mississippi 39201.

(10) Mr. Hall received these shares in payment of the October 31, 1999
portion of an earn-out owed from our acquisition of the Georgia
Electric Company.

9
<PAGE> 13

PROPOSAL NO. 1:

TO ELECT FOUR DIRECTORS TO SERVE UNTIL THE NEXT ANNUAL MEETING OF
SHAREHOLDERS OR UNTIL THEIR QUALIFIED SUCCESSORS ARE ELECTED.

DIRECTORS

The following is a list of the persons nominated to be members of our Board of
Directors, their 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 2001, or until their qualified successors have been duly elected. In
the election, the four 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 you do not wish your
shares to be voted for a particular nominee, you 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. We have no reason to believe that any
nominee will be unable or will refuse to serve.

<TABLE>
<CAPTION>
NAME AGE SERVED AS A DIRECTOR SINCE

<S> <C> <C>
Billy V. Ray, Jr., 42 1999
Chief Executive Officer and Chairman of the Board of Directors

Edwin D. Johnson, 43 2000
President, Chief Financial Officer and a Director

C. Frank Swartz, Director 62 1998

Alec McLarty, Director 49 1999
</TABLE>

All directors are elected annually at our shareholders meeting and hold office
following election until their qualified successors are elected. Once elected,
the newly elected directors will determine who will serve as members of our
Audit Committee, Compensation Committee, and Nominating Committee. Any member of
our Board of Directors who is not an employee of us or any subsidiary and 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
our outstanding capital stock is a "Non-Affiliate Director". Mr. Swartz and Mr.
McLarty are "Non-Affiliate Directors".

The biographies of the persons nominated as Directors are as follows:

BILLY V. RAY, JR. has served as our Chief Executive Officer since December 1,
1998. From December 1, 1998 to May 2000, Mr. Ray also served as our President.
Mr. Ray has served as a director since March 5, 1999 and was elected as Chairman
of the Board of Directors on May 12, 2000. Mr. Ray also served as acting Chief
Financial Officer from November 30, 1998 to February 2000. From October 1, 1998
to November 30, 1998, Mr. Ray was our 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 us. Mr. Ray served as our Chief
Financial Officer 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 Tri-Duct from November 1995 to March 1996. From March 1994 to
September 1994, Mr. Ray was the staff manager at MasTec, Inc. a
telecommunications infrastructure company and he was assistant to the president
at Burnup & Sims, a utility construction company, from January 1993 to March
1994.

EDWIN D. JOHNSON joined the Company in May 2000 and serves as President, Chief
Financial Officer and a director. From November 1998 to April 2000, Mr. Johnson
served as Executive Vice President and Chief Financial Officer of Mortgage.com,
an on-line banking and lending company. From March 1996 to June 1998, Mr.
Johnson served as Chief Financial Officer of MasTec, Inc., a telecommunications
infrastructure company. From January 1995 to March 1996, Mr. Johnson was a
private real estate consultant. From October 1984 to January 1995, Mr. Johnson
was worldwide Chief Financial Officer of Attwoods, plc, an international waste
services company.

C. FRANK SWARTZ has served as one of our directors since August 1998 and as
Chairman of the Board from November 30, 1998 to May 2000. 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.

10
<PAGE> 14

H. ALEC MCLARTY has served as one of our directors since March 1999. He 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.

RESIGNATIONS DURING FISCAL YEARS 1998 AND 1999

During the fiscal year ended October 31, 1998, three of our directors, Robert C.
Nelles, John D. Foster and Richard J. Sandulli resigned to pursue other business
interests.

During the fiscal year ended October 31, 1999, five of our directors resigned
for unrelated reasons. Gideon D. Taylor resigned in March 1999 to pursue other
business interests. Frazier L. Gaines resigned in March 1999 to devote time to
his duties as president of our wholly-owned subsidiary, Able Telcom
International. Robert Young resigned in May 1999 to devote more time to his
consulting business. Thomas Davidson resigned in January 2000 to devote more
time to his personal business. Jonathan Bratt resigned in February 2000 because
he found it difficult to attend board meetings from his residence in Venezuela.

MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD

Our Board of Directors met 14 times during the fiscal year ended October 31,
1998 and, during that time, never acted by unanimous written consent. Our Board
of Directors met 20 times during the fiscal year ended October 31, 1999 and,
during that time, never acted by unanimous written consent.

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

Audit Committee. The Audit Committee reviews the scope of the auditors'
engagement, including the remuneration to be paid, and reviews the independence
of the accountants. The Audit Committee, with the assistance of our Chief
Financial Officer and other appropriate personnel, reviews our 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
we are a party and use by our executive officers of expense accounts and other
non-monetary perquisites, if any. The Audit Committee may direct our legal
counsel or independent accountants to inquire into and report to it on any
matter having to do with our accounting or financial procedures or reporting.
The Audit Committee held two meetings during the fiscal year ended October 31,
1998 and three meetings during the fiscal year ended October 31, 1999. During
fiscal year 1998, the members of the Audit Committee consisted of C. Frank
Swartz, who also served as its Chairman, and Thomas Davidson. During fiscal year
1999, the members of the Audit Committee consisted of C. Frank Swartz, who also
served as its Chairman, Billy V. Ray, Jr. and H. Alec McLarty.

In June 2000, the Board of Directors adopted a formal written charter for its
Audit Committee. A copy of our Audit Committee Charter is attached to these
proxy materials as Appendix D. Under Nasdaq's rules, by June 2001 our Audit
Committee must be comprised of at least three members who are independent
directors, each of whom is able to read and understand fundamental financial
statements, including a balance sheet, income statement and cash flow statement,
or will become able to do so within a reasonable period of time after his or her
appointment. The Board is also obligated under Nasdaq rules to have at least one
member of the Audit Committee with past employment experience in finance or
accounting, requisite professional certification in accounting, or other
comparable experience or background which results in the Director's having
financial sophistication such as being or having been a chief executive officer,
chief financial officer or other senior officer with financial oversight
responsibilities. The Board of Directors is committed to complying with this
Nasdaq rule regarding its Audit Committee in a timely manner. Two of our
director nominees meet the Nasdaq's definition of independence and financial
sophistication. We intend to continue to search for an additional candidate for
our Board who will also meet these requirements so that we will be in compliance
with the Nasdaq rule prior to the June 2001 deadline.

Compensation Committee. The Compensation Committee is responsible for setting
and approving the salaries, bonuses and other compensation for our executive
officers, establishing compensation programs and determining the amounts and
conditions of all grants of awards under our 1995 Stock Option Plan and grants
of awards outside of that Plan. The Compensation Committee held two meetings
during the fiscal year ended October 31, 1998 and three meetings during the
fiscal year ended October 31, 1999. 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, who subsequently

11
<PAGE> 15

resigned as one of our Directors on March 9, 1999. During the fiscal year ended
October 31, 1999, the Compensation Committee consisted of C. Frank Swartz, who
also served as its Chairman, Billy V. Ray, Jr. and Alec McLarty.

Nominating Committee. The Nominating Committee is responsible for selecting
those individuals who will stand for election to our 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 as to the nominee's
background, will discuss the comments on the proposed nominee with the
shareholder submitting the candidate, and, if applicable, will meet with the
candidate before making a final determination as to whether to recommend the
proposed individual as a nominee for election to the Board of Directors. The
Nominating Committee held one meeting during the fiscal year ended October 31,
1998 and two meetings during the fiscal year ended October 31, 1999. 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. During the
fiscal year ended October 31, 1999, the Nominating Committee consisted of C.
Frank Swartz, who served as its Chairman, Billy V. Ray, Jr. and Alec McLarty.

With the exception of Gerald Pye, no director attended fewer than 75% of the
meetings of the Board or any committee on which the director served during the
fiscal years ended October 31, 1998 and October 31, 1999.

COMPENSATION OF DIRECTORS

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 Able's 1995 Stock Option Plan,
Non-Affiliate Directors currently receive one-time automatic grants of options
to purchase 5,000 shares of Common Stock as of the date the Non-Affiliate
Director was initially elected or appointed, at an exercise price equal to the
fair market value at the date of grant.

In April 1998, we granted options to purchase 10,000 shares of Common Stock to
all directors, which grants were outside the Plan. These options are subject to
shareholder approval, see Proposal No. 5. Employee directors receive no
additional fees or remuneration for acting in their capacity as one of our
directors.

On May 7, 1999 and as ratified on May 12, 2000, our Board of Directors voted to
increase the annual fees paid and to make additional annual grants of options
under the 1995 Stock Option Plan to Non-Affiliate Directors as described in the
table below. The options grants are subject to Shareholder approval, as
described in Proposal Nos. 4(B) and 4(C).

12
<PAGE> 16

<TABLE>
<CAPTION>
NUMBER OF OPTIONS
POSITION FEES (ANNUALLY)
-------- ------------------ -----------------

<S> <C> <C>
Chairman of the Board $2,500 per month 15,000

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

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

Audit Committee Member $ 750 per meeting 1,000

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

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 so long as the
Non-Affiliate Director attends at least 65% of properly noticed meetings. Any
adjustments to fee payments will be done on a quarterly basis.

During fiscal 1998 and fiscal 1999, the following options were granted to our
directors as additional compensation for service as directors, some of whom no
longer serve in that capacity and will not stand for reelection. The terms of
these option grants are summarized below. Those of our directors who also serve
or have served as our employees have received option grants in their capacity as
employees as is discussed elsewhere in this proxy statement.

<TABLE>
<CAPTION>
NUMBER DATE OF EXPIRATION
DIRECTOR OF SHARES GRANT PRICE INITIAL GRANT DATE

<S> <C> <C> <C> <C>
Thomas M. Davidson(2) 20,000 $ 5.75 12/31/98 12/31/04
10,000 $ 6.25 5/7/99 5/8/01

John D. Foster(3) 10,000(4) $ 6.20 4/24/98 7/3/04
20,000(4) $ 11.93 4/24/98 7/3/04

Robert C. Nelles(5) 10,000(4) $ 6.20 4/24/98 7/3/04
20,000(4) $11.9375 4/24/98 7/3/04
15,000(4) $ 5.34 2/19/98 9/19/05

Richard J. Sandulli(6) 10,000(4) $ 6.20 4/24/98 7/3/04
20,000(4) $11.9375 4/24/98 7/3/04

C. Frank Swartz(7) 20,000 $ 5.75 12/31/98 12/31/04
10,000 $ 6.75 6/9/99 6/9/02

Robert H. Young(8) 10,000 $ 6.25 5/7/99 5/8/01

Alec McLarty(7) 10,000 $ 8.75 7/29/99 7/29/02
</TABLE>

(11) On December 31, 1998, in an effort to correct a number of ambiguities
in the minutes of the Board of Directors' meetings, and in order to
comply with the incentive stock option terms of our 1995 Stock Option
Plan, our Board of Directors rescinded all of the then issued option
grants prior to December 31, 1998, with the exception of the grants to
Mr. Nelles, Mr. Foster and Mr. Sandulli which met the requirements of
the Plan. The Board then reissued new options outside of the Plan as
reflected in the table in the amounts set forth above at the calculated
fair market value per share on December 31, 1998, which was $5.75.
However, because these new options were granted outside the Plan, the
Company was required to make the grants subject to shareholder approval
to comply with the Nasdaq rules.

13
<PAGE> 17

(12) Mr. Davidson resigned from our Board of Directors in January 2000.

(13) Mr. Foster resigned from our Board of Directors on June 5, 1998.

(14) Non-qualified stock options granted pursuant to our 1995 Stock Option
Plan.

(15) Mr. Nelles resigned from our Board of Directors on May 5, 1998

(16) Mr. Sandulli resigned from our Board of Directors on August 25, 1998.

(17) Mr. Swartz and Mr. McLarty are standing for reelection for our Board of
Directors.

(18) Mr. Young resigned from our Board of Directors in May 1999.

The options granted outside the Stock Option Plan, including those in the chart
granted to Messrs. Bratt, Davidson and Swartz, are subject to shareholder
approval and are described in detail in Proposal No. 5.

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

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our
executive officers, directors and 10% shareholders to file reports regarding
initial ownership and changes in ownership with the SEC and the Nasdaq Stock
Market, Inc. executive officers, directors and 10% shareholders are required by
SEC regulations to furnish us with copies of all Section 16(a) forms they file.
Our information regarding compliance with Section 16 is based solely on a review
of the copies of such reports furnished to us by our 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 (all of which, for fiscal
year ended October 31, 1999, were inadvertently filed late for each Section 16
individual required to file the Form 5).

It is our General Counsel's intent to oversee the timely filing of the Section
16 forms.

All executive officers, directors and 10% shareholders appear to have made the
required filings in a timely manner other than the following individuals who
were delinquent in filing forms or failed to file forms during the fiscal years
ended October 31, 1998 and October 31, 1999:

14
<PAGE> 18

<TABLE>
<CAPTION>
NAME OF INDIVIDUAL POSITION DELINQUENCY OR FAILURE

<S> <C> <C>
Billy V. Ray, Jr. Chief Executive Officer and Form 4's which should have been filed for the months
Chairman of the Board of Directors of November 1997, July 1998 and August 1998 were
filed through a Form 5 for October 1998. The Form 5,
however, was not filed timely pursuant Section 16.
Form 5 for the fiscal year ended October 31, 1999,
should have been filed by December 15, 1999, but was
not filed until January 21, 2000.

Frazier L. Gaines Former Chief Executive Officer, and A Form 4 for the month of September was not filed in
President - Able Telcom International a timely manner pursuant to Section 16. Form4s
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. Form 5 for the fiscal year
ended October 31, 1999, should have been
filed by December 15, 1999, but was not filed until
January 21, 2000.

James E. Brands Senior Executive Vice President Form 5 for the fiscal year ended October 31,
1999, should have been filed by December 15,
1999, but was not filed until January 21, 2000.

G. Vance Cartee Vice President of Business Development Form 5 for the fiscal year ended October 31,
1999, should have been filed by December 15,
1999, but was not filed until January 21, 2000.

Michael A. Summers Former Chief Accounting Officer Form 5 for the fiscal year ended October 31,
1999, should have been filed by December 15,
1999, but was not filed until January 21, 2000.

Edward Z. Pollock Associate General Counsel Form 5 for the fiscal year ended October 31, 1999,
should have been filed by December 15, 1999, but was not
filed until January 21, 2000.

Stacy Jenkins Former President - Adesta Form 5 for the fiscal year ended October 31, 1999,
Communications should have been filed by December 15, 1999, but was
not filed until January 21, 2000.

Richard A. Boyle President - Patton Management Corp. A Form 3 which should have been filed no 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. Form 5 for the
fiscal year ended October 31, 1999, should have
been filed by December 15, 1999, but was not
filed until January 21, 2000.

C. Frank Swartz Chairman of the Board of A Form 4 which should have been filed in August
Directors 1998 was filed through a Form 5 for October 1998.
However, the Form 5 was not filed timely pursuant to
Section 16. Form 5 for the fiscal year ended October 31,
1999, should have been filed by December 15,
1999, but was not filed until January 21, 2000.

Alec McLarty Director Form 4 for the month of May, 1999 was filed on
Form 5 for fiscal year 1999. Form 5 for the
fiscal year ended October 31, 1999, should have
been filed by December 15, 1999, but was not
filed until January 27, 2000.

Gerald Pye Director Form 5 for fiscal year ended October 31, 1999 has
not yet been filed.

Jonathan A. Bratt(1) Director A Form 4 which should have been filed for the
</TABLE>

15
<PAGE> 19

<TABLE>
<CAPTION>
NAME OF INDIVIDUAL POSITION DELINQUENCY OR FAILURE

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. Form 5 for the
fiscal year ended October 31, 1999, should have
been filed by December 15, 1999, but was not
filed until January 24, 2000.

Thomas M. Davidson(2) 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. Form 5 for the fiscal
year ended October 31, 1999, should have been
filed by December 15, 1999, but was not filed
until January 24, 2000.
</TABLE>

(1) Mr. Bratt resigned from our Board of Directors in February 2000.

(2) Mr. Davidson resigned from our Board of Directors in January 2000.

EXECUTIVE OFFICERS

Biographical information for our executive officers is presented below.

OFFICER'S NAME AGE OFFICE

<S> <C> <C>
Billy V. Ray, Jr. 42 Chief Executive Officer and Chairman of the Board of Directors

Edwin D. Johnson 43 President, Chief Financial Officer, Director

Frazier L. Gaines 60 Former Chief Executive Officer, now President - Able Telcom
International

Charles C. Maynard 56 Chief Operating Officer

James E. Brands 63 Senior Executive Vice President

Michael Brenner 52 General Counsel and Executive Vice President

Edward Z. Pollock 61 Associate General Counsel

Robert Sommerfeld 50 President - Adesta Communications

Philip A. Kernan, Jr. 49 President - Adesta Transportation

J. Barry Hall 50 President - Transportation Safety Contractors, Inc.

Richard A. Boyle 46 President - Patton Management Corp.
</TABLE>

For a biography of Billy V. Ray, Jr., and of Edwin D. Johnson, see "Directors".

FRAZIER L. GAINES was one of our Directors from August 1992 through March 19,
1999 and has served as President of Able Telcom International, Inc., one of our
wholly owned subsidiaries, since June 1994. Mr. Gaines served as our Interim
President and Chief Executive Officer from March 1998 to November 1998. From
1992 to 1994, Mr. Gaines was our Chief Operating Officer. 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.

CHARLES C. MAYNARD was named Chief Operating Officer of the Company in February
2000. From July 1999 to January 2000, Mr. Maynard was an independent
communications consultant primarily for Able. From July 1997 to June 1999, Mr.
Maynard served as the Chief Executive Officer of International Satellite Group
(INSAT), a satellite telephone sales and rental company. From October 1996 to
June 1997, Mr. Maynard was an independent communications consultant to
Cybernetic Services, Inc. From October 1992 to September 1996, Mr. Maynard
served

16
<PAGE> 20

as the Managing Director, U.S. Business Development, of TeleDiffusion de France
(TDF), a division of French Telecom, which was established to develop an
international messaging network for the worldwide logistic industry.

JAMES E. BRANDS has served as our 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 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, manufacturing and services
companies, and which was a control entity of Sherer Healthcare, Inc. Since 1981,
Mr. Brands has been the owner of Brands & Co., which provides financial and
business consulting services.

MICHAEL BRENNER joined the Company in May 2000 and serves as General Counsel and
Executive Vice President. From November 1998 to April 2000, Mr. Brenner served
as General Counsel to Mortgage.com, an on-line mortgage and lending company.
From July 1995 to November 1998, Mr. Brenner served as deputy city attorney for
West Palm Beach, Florida.

EDWARD Z. POLLOCK became our General Counsel in November 1998; he became
Associate General Counsel in May 2000. From 1963 to 1998, Mr. Pollock was a sole
practitioner at the law firm of Edward Z. Pollock.

ROBERT SOMMERFELD was named President of Adesta Communications, Inc. in April
2000. From August 1998 to April 2000, Mr. Sommerfeld served as Vice President of
Business Development for Adesta Communications, Inc., formerly MFS Network
Technologies, Inc. ("MFSNT"). Prior to our purchase, Mr. Sommerfeld served MFSNT
as project manager since its inception in 1988, which was formed as a subsidiary
of Peter Kiewit Sons', Inc.

PHILIP A. KERNAN, JR. joined the company in February 2000 as President of Adesta
Transportation, Inc. From July 1997 to June 1999, Mr. Kernan served as President
and Chief Financial Officer of Skysite Communications, Inc, a satellite
communications company. From January 1994 to June 1997, Mr. Kernan served as
Vice President of David Werner International, an executive placement firm.

J. BARRY HALL serves as President of Transportation Safety Contractors, Inc.
("TSCI"). From October 1996 to October 1999, Mr. Hall served both as President
of TSCI and Georgia Electric Company. 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., one of our
subsidiaries 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 our
Board of Directors. All other executive officers are appointed by the Chief
Executive Officer.

EXECUTIVE COMPENSATION

The following table contains summary information for the years indicated of
compensation to (i) those persons serving as our Chief Executive Officer during
the 1999 fiscal year, (ii) the other four of our most highly compensated
executive officers who were serving as such at October 31, 1999, and (iii) up to
two additional individuals who had served as one of our executive officers
during the 1999 fiscal year but who were not executive officers at October 31,
1999. The 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 1999 fiscal year end. The persons named in this table are
collectively referred to as the "Named Executive Officers".

17
<PAGE> 21

SUMMARY COMPENSATION TABLE

FOR THE FISCAL YEARS ENDED OCTOBER 31, 1999, 1998 AND 1997

<TABLE>
<CAPTION>
Long Term
Compen-
sation
Annual Compensation Awards

Other Securities
Annual Underlying All other
Name and Compen- Options(6)/ Compen-
Principal Position Year Salary($) Bonus($) sation($) SARs(#) sation($)

<S> <C> <C> <C> <C> <C> <C>
Billy V. Ray, Jr.(1) 1999 203,792 200,000 24,000 150,000 --
Chief Executive Officer and 1998 48,462 40,000 -- 35,000 110,818
Chairman of the Board of Directors 1997 34,615 -- -- -- 56,961

Frazier L. Gaines(2) 1999 201,138 -- 2,500 -- --
Former Chief Executive Officer, and 1998 153,986 -- -- 290,000 4,609
President- Able Telcom International 1997 110,000 -- -- -- 1,024,375

Stacy Jenkins(4) 1999 207,304 55,000 4,000 125,000 --
Former President of Adesta Communications

Michael Arp(3) 1999 149,565 30,000 24,000 65,000 --
Former Acting President - GEC and TSCI

J. Barry Hall(5) 1999 240,000 150,000 -- -- --
President - Transportation Safety 1998 209,173 75,000 -- -- 33,906
Contractors, Inc. 1997 161,538 -- -- -- --

Richard Boyle(7) 1999 159,000 70,000 19,200 65,000 --
President - Patton Management Corp.
</TABLE>

(19) Mr. Ray has served as our Chief Executive Officer since December 1,
1998. From December 1, 1998 to May 2000, Mr. Ray also served as
President. He served as acting Chief Financial Officer from November 3,
1998 to February 2000. From October 1, 1998 to November 30, 1998, Mr.
Ray served as Executive Vice President of Mergers and Acquisition and
Treasurer. From May 1998 to October 1998 and from January 1997 to June
1997, he served as a consultant to us. From June 1997 to April 1998 he
served as our Chief Financial Officer. For 1999, other compensation
includes auto allowance of $6,000 and housing allowance of $18,000. In
1998, other compensation included consulting fees in the amount of
$92,099, 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 1998, 25,000 options expired during the time Mr. Ray served as our
consultant. In 1997, other annual compensation includes compensation
for consulting services rendered prior to Mr. Ray's appointment in June
1997, as our Chief Financial Officer, and a travel and housing
allowance.

(20) Mr. Gaines served as our President and Chief Executive Officer from
March 1998 through November 30, 1998. Prior thereto, Mr. Gaines was
President of Able Telcom International, Inc. (a position which he
continues to hold). For 1999, other compensation includes an auto
allowance of $2,500. For 1998, other compensation includes an
automobile allowance of $4,500 and health insurance premiums paid by us
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.

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<PAGE> 22

(21) Mr. Arp is no longer employed by us but will receive severance pay in
the amount of $15,000 monthly through December 2000. Mr. Arp joined us
in January 1999. In 1999, Mr. Arp's other compensation included a
$1,500 monthly housing allowance and a $5,000 auto allowance. Mr. Arp
served as Acting President of Georgia Electric Company and
Transportation Safety Contractors, Inc. from November 1999 to March
2000.

(22) Mr. Jenkins' other compensation includes $4,000 for automobile
allowance. Mr. Jenkins resigned from the Company in March 2000.

(23) In 1998, other compensation includes a housing allowance of $24,000, an
automobile allowance of $7,800 and contributions to our 401K plan of
$2,106.

(24) Includes options that have not yet been approved by shareholders.

(25) Mr. Boyle's other compensation includes a housing allowance of $14,400
plus an automobile allowance of $4,800.

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

For several years we have maintained the 1995 Stock Option Plan. We originally
authorized 550,000 shares of Common Stock to be issued under the Plan. In April
1998, our shareholders approved amending the Plan to increase the number of
shares authorized under the Plan by 750,000 to 1,300,000 shares. We intend to
amend our registration statement on Form S-8 to register the additional 750,000
shares of Common Stock reserved for issuance under the Plan. For a description
of the 1995 Stock Option Plan and of further amendments proposed to be made to
the plan, see Proposal Nos. 4(A) through 4(D).

OPTION GRANTS TO EXECUTIVE OFFICERS THROUGH AUGUST 17, 2000

During the fiscal year ended October 31, 1998, we issued options to purchase an
aggregate of 892,000 shares of Common Stock to our subsidiary employees, our
officers and directors at exercise prices ranging from $6.20 to $14.00 per
share. On December 31, 1998, all 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, which was the average of the ten-day closing market
price for our Common Stock for the period from December 16 to December 30, 1998.
The expiration date of these options range from December 31, 2000 to April 24,
2005. The 892,000 options granted in the fiscal year ended October 31, 1998 were
immediately vested upon re-grant on December 31, 1998. All of these grants are
subject to Shareholder approval. During fiscal year 1999, we issued options to
purchase an aggregate of approximately 1.8 million shares of Common Stock to
employees, consultants and advisors, some of which grants are described in more
detail in the table below. The expiration and vesting schedules vary from
immediate vesting to vesting and expiration through June 30, 2004. No options
were issued with an exercise price less than the then market value of the Common
Stock.

OPTION EXERCISES AND PERIOD-END VALUES

As of August 17, 2000, there were 150,000 options that were "in-the-money",
assuming shareholder approval of Mr. Johnson's options under Proposal No. 5.
Options are "in-the-money" if the exercise price is less than or equal to the
market price of our Common Stock. Mr. Johnson's options are exercisable at $2.44
per share and the closing price for our Common Stock on August 17, 2000 was
$2.50 per share.

EMPLOYMENT, CONSULTING AGREEMENTS AND ARRANGEMENTS

BILLY V. RAY, JR., Chief Executive Officer and Chairman of the Board of
Directors, is party to an employment agreement, dated June 15, 2000 with us (the
"Ray Employment Agreement"). The Ray Employment Agreement terminates on May 1,
2003, and is automatically renewable for three years. It provides that Mr. Ray
is to be paid a salary of $350,000 per year, plus a housing allowance of $1,800
per month and an automobile allowance of $1,500 per month, as well as health and
life insurance benefits for the term of the agreement. The Ray Employment
Agreement also provides for a minimum bonus of $150,000 annually, and stock
options for 150,000 shares which were fully vested upon grant and are
exercisable at $2.84 per share, fair market value at the date of grant. These
options expire on July 15, 2010 and are subject to shareholder approval. This
grant was in addition to a grant dated February 21, 2000 to purchase 100,000
shares of Common Stock at an exercise price equal to the fair market value of
the Common Stock on the date our shareholders approve this additional grant and
a grant dated December 31, 1998 to purchase 100,000 shares of Common Stock at an
exercise price of $5.75 per share. The February 21, 2000 options vest
immediately on the date approval is received from the shareholders and the
December 31, 1998 options vested immediately upon grant. These options were
issued to

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<PAGE> 23

Mr. Ray under previous employment agreements all of which were otherwise
superceded by the Ray Employment Agreement. The Ray Employment Agreement also
contains a covenant by Mr. Ray not to compete with us for a period of three
years following termination of his employment. Should Mr. Ray's employment be
terminated without cause, Mr. Ray will be paid out the full remainder of his
contract without any duty to mitigate. On May 7, 1999, Mr. Ray was granted
options to purchase 50,000 shares of Common Stock at $6.37 per share, one third
of which vested May 7, 1999, one third of which vested May 31, 2000 and one
third of which will vest on May 31, 2001. Additionally Mr. Ray's employment
contract provides for a loan of $300,000 to him.

EDWIN D. JOHNSON, President and Chief Financial Officer is a party to an
employment agreement, dated May 8, 2000 with us (the "Johnson Employment
Agreement"). The Johnson Employment Agreement terminates on May 7, 2003 and
provides that Mr. Johnson is to be paid a salary of $300,000 per year, plus an
automobile allowance of $1,500 per month, as well as health and life insurance
benefits for the term of the agreement. The Johnson Employment Agreement also
provides for a minimum bonus of $150,000 annually and stock options for 150,000
shares, which were fully vested upon grant and are exercisable at $2.44 per
share, fair market value at date of grant. These options expire on May 7, 2010
and are subject to shareholder approval. The Johnson Employment Agreement also
contains a covenant by Mr. Johnson not to compete with us for a period of three
years following termination of his employment. Should Mr. Johnson's employment
be terminated without cause, Mr. Johnson will be paid out the full remainder of
his contract without any duty to mitigate. Additionally Mr. Johnson's
employment contract provides for a loan of $300,000 to him.

FRAZIER L. GAINES, President of Able Telcom International, Inc., is party to an
employment agreement, dated November 12, 1998 with us (the "Gaines Employment
Agreement"). The Gaines Employment Agreement terminates on November 11, 2001,
may be extended for one additional year by mutual agreement, 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 we 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 currently 11 years and payable beginning at Mr. Gaines'
termination date. The Gaines Employment Agreement also contains a covenant by
Mr. Gaines not to compete with us for a period of three years following
termination of his employment. The Gaines Employment Agreement also provides
that if Mr. Gaines' employment is terminated with cause Mr. Gaines will be
entitled to 30 days prior notice. However, should Mr. Gaines' employment be
terminated without cause, Mr. Gaines will 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 our Board of Directors, which vest over a three year
period, or immediately upon either a change in control or ownership of us. To
date, these options have not been approved by our Board of Directors and thus
have not yet been granted.

CHARLES C. MAYNARD, Chief Operating Officer, is a party to an employment
agreement dated February 21, 2000 with us (the "Maynard Employment Agreement").
The Maynard Employment Agreement terminates on February 20, 2003 and provides
that Mr. Maynard is to be paid a salary of $240,000 per year, plus insurance and
other benefits. The Maynard Employment Agreement also provides that if Mr.
Maynard's employment is terminated with cause, Mr. Maynard will be entitled to
90 days prior notice. However, if Mr. Maynard`s employment is terminated
without cause, Mr. Maynard will be paid out the remainder of his contract plus
fringe benefits without any rights of mitigation. In addition, the Maynard
Employment Agreement provides for the grant of options to purchase 200,000
shares of Common Stock, subject to approval of our shareholders, which will vest
over a two-year period at prices ranging from $6.00 to $9.50 per share.

JAMES E. BRANDS, Senior Executive Vice President, is party to a consulting and
employment agreement, dated March 15, 1999 with us (the "Brands Employment
Agreement"). The Brands Employment Agreement terminates on April 5, 2002, and
may be extended by mutual agreement for an additional one-year period. The
Brands Employment Agreement provides that Mr. Brands was 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, and (B) $2,500 for the period between May 1, 1999 to May 31, 1999 and
that will be paid at least $12,500 per month from June 1, 1999 through April 5,
2001; provided that if another executive or management employee other than a CEO
is hired during the initial term of 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 our option, we 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 (during the period April
2, 1999 to July 31, 1999, Mr. Brands was reimbursed for actual expenses
incurred), plus health and life insurance benefits. However, no housing
allowance has been paid to Mr. Brands. 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
vested June 21, 2000. Shareholder approval is required

20
<PAGE> 24

for these options. The exercise period terminates two years from each vesting
date. Mr. Brands was granted a salary increase to $175,000 per year as of
January 1, 2000, and to $240,000 per year as of February 21, 2000.

MICHAEL BRENNER, General Counsel and Executive Vice President, is party to an
employment agreement, dated May 3, 2000 with us (the "Brenner Employment
Agreement"). The Brenner Employment Agreement terminates on May 2, 2003 and
provides that Mr. Brenner is to be paid a salary of $200,000 per year, plus an
automobile allowance of $1,000 per month, as well as health and life insurance
benefits. The Brenner Employment Agreement also calls for a minimum bonus of
$50,000 annually, and stock options for 100,000 shares, which vest immediately
and are exercisable at $2.69 per share, fair market value at date of grant.
These options expire on May 2, 2010 and are subject to shareholder approval. The
Brenner Employment agreement also contains a covenant by Mr. Brenner not to
compete with us for a period of three years following termination of his
employment. Should Mr. Brenner's employment be terminated without cause, he will
be paid out the full remainder of his contract without any duty to mitigate.
Additionally Mr. Brenner's contract provides for a loan of $200,000 to him.

EDWARD POLLOCK, Associate General Counsel, is party to an employment agreement,
dated January 1, 1999 with us (the "Pollock Employment Agreement"). The Pollock
Employment Agreement terminates on December 31, 2000 and provides for Mr.
Pollock 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 to 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 by mutual agreement. The Pollock
Employment Agreement also contains a covenant by Mr. Pollock not to compete with
us for a period of three years following termination of his employment. The
Pollock Employment Agreement also provides that if Mr. Pollock's employment is
terminated with cause, Mr. Pollock will be entitled to 90 days prior notice.
However, should Mr. Pollock's employment be terminated without cause, Mr.
Pollock will 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 our Board of Directors, which vest over a three
year period (20,000 options vested on January 1, 1999, 10,000 options vested on
January 1, 2000 and 10,000 options will vest on January 2, 2001), unless there
is a change in control or ownership of us, in which case, the options vest.
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 vested on May 7, 2000 and one-third
will 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 he is no
longer employed by us. Shareholder approval is required for these options.

PHILIP A. KERNAN, Jr., President of Adesta Transportation, is a party to an
employment agreement dated February 21, 2000 with us (the "Kernan Employment
Agreement"). The Kernan Employment Agreement terminates on February 20, 2003 and
provides that Mr. Kernan is to be paid a salary of $182,000 per year, plus
insurance and other benefits. The Kernan Employment Agreement also provides that
if Mr. Kernan's employment is terminated with cause, that Mr. Kernan will be
entitled to 90 days prior notice. However, if Mr. Kernan's employment is
terminated without cause, Mr. Kernan will be paid out the remainder of his
contract plus fringe benefits without any rights of mitigation. In addition, the
Kernan Employment Agreement provides for the grant of options to purchase
125,000 shares of Common Stock, subject to approval of our shareholders, which
will vest over a two-year period at prices ranging from $6.00 to $9.50 per
share.

J. BARRY HALL, President of Transportation Safety Contractors, Inc. ("TSCI"), 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 Agreement also contains a
covenant by Mr. Hall not to compete with us for a period of two years following
termination of his employment, unless we terminate 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 us 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 ours.

RICHARD A. BOYLE, President of the Patton Management Group, is party to an
employment agreement, dated August 1, 2000 with us (the "Boyle Employment
Agreement"). The Boyle Employment Agreement terminates on July 31, 2003, and
provides that Mr. Boyle is to be paid a salary of $185,000 per year, plus
insurance and other benefits. The Boyle Employment Agreement also contains a
covenant by Mr. Boyle not to compete with us for a period of two years following
termination of his employment. The Boyle Employment Agreement also provides that
if Mr. Boyle is terminated with cause, Mr. Boyle will not be entitled to any
notice. Effective May 7, 1999, Mr. Boyle was granted

21
<PAGE> 25

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 vested 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 employed by us.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During the fiscal year ended October 31, 1999, compensation for our executive
officers was determined by our Compensation Committee, consisting of Messrs. C.
Frank Swartz, H. Alec McLarty and Billy V. Ray, Jr. Mr. Swartz is Chairman of
the Committee and he and Mr. McLarty are the two non-employee members of the
Compensation Committee. In addition to being a director of Able, Mr. Ray is our
Chief Executive Officer. Mr. Ray excused himself from all discussions and
abstained from voting on any issues relating to the compensation and bonuses to
be paid to Mr. Ray as Chief Executive Officer.

In April 1998, we engaged Washington Equity Partners ("WEP") as an advisor in
connection with the MFSNT acquisition. At the time of the engagement, Mr. Thomas
A. Davidson, a member of our Board of Directors and a former member of the
Compensation Committee, who resigned as a director in January 2000, was Managing
Director of WEP. In connection with the engagement, we agreed to pay WEP a fee
if we consummated the financing of the MFSNT acquisition through an investor
contacted by WEP. We 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. 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. Mr. Davidson became one of our directors in
June 1998. On October 21, 1998, we agreed with Mr. Davidson to pay him
$1,332,000 in satisfaction of amounts owing under our agreement with WEP. During
the 1999 fiscal year, Mr. Davidson was paid $350,000 of this amount and on April
30, 1999, Mr. Davidson converted the remaining $828,002 due, into 118,286 shares
of Common Stock at the then market price of $7.00 per share.

Mr. Davidson was a codefendant with us in the Sirit lawsuit described in
Proposal No. 9. Under our indemnification obligations to Mr. Davidson as a
director and now a former director, we have paid attorneys fees and costs for
the defense of this lawsuit. One counsel has represented us and Mr. Davidson so
it is not possible to segregate amounts paid on his behalf from the amounts paid
on our behalf. However, Mr. Davidson has benefited materially from these
payments. Mr. Davidson paid the settlement amount related to claims against him
without our assistance.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

On October 12, 1996, we acquired all of the issued and outstanding capital stock
of Georgia Electric Company ("GEC"), which prior to the acquisition was owned
equally by Gerry W. and J. Barry Hall (collectively, the "Halls"). Following the
acquisition, Gerry Hall was elected to our board of directors, and on June 12,
1997, was elected our President and Chief Executive Officer. Gerry Hall resigned
as our President, Chief Executive Officer and a director on March 2, 1998. Barry
Hall is president of our subsidiary Transportation Safety Contractors Inc. The
purchase price for the GEC acquisition was $3 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. The formula involves dividing a dollar figure derived from GEC's
actual pre-tax profits and operating margins compared with target profits and
margins for each fiscal year by a discounted per share price. 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 this
formula, thus increasing the potential earn-out consideration to the Halls. At
the same time the amendment limited the total market value of the shares of
Common Stock which could be issued under the agreement. In the event that GEC is
sold by us prior to the end of fiscal year 2001, we are obligated to issue to
Gerry Hall and Barry Hall a number of shares of Common Stock having a market
value (as determined in accordance with the contract) of $1 million for each
year that earn-out consideration remains payable. Gerry Hall's resignation as
our President, CEO and director had no relationship with the amendment to the
GEC acquisition Agreement. The shares issued to the Halls for fiscal year 1998
totaled 508,398 and for fiscal year 1999 totaled 204,944.

During fiscal 2000, we loaned $300,000 to Edwin D. Johnson, our President,
$300,000 to Billy V. Ray, Jr., our Chief Executive Officer and Chairman, and
$200,000 to Michael Brenner, our General Counsel and Executive Vice President.
Each of these loans was made pursuant to provisions of the employment agreements
between us and these individuals. The terms of these loans require interest at
prime to be paid annually and for the principle to be repaid in three years by
Messrs. Johnson and Brenner and in six years by Mr. Ray.

See also "Compensation Committee Interlocks and Insider Participation" regarding
certain related party transactions between members of our Compensation Committee
and with Mr. Thomas Davidson, one of our former directors.

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

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<PAGE> 26
REPORT ON EXECUTIVE COMPENSATION

During the fiscal year ended October 31, 1999, the Compensation Committee was
responsible for setting and approving the salaries, bonuses and other
compensation for our 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, our
Board of Directors seeks to provide competitive salary levels and compensation
incentives that attract and retain qualified executives, to recognize individual
performance and achievements, as well as our performance relative to our 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 comparable management talent and the
compensation practices among public companies the size of, or in businesses
similar to, our Company. Salary adjustments are determined and normally made at
twelve-month intervals.

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

Compensation Of The Chief Executive Officer. The compensation of Billy V. Ray,
Jr., our Chief Executive Officer, was adjusted during the year to better reflect
the accomplishments of Mr. Ray. The increases were based upon arm-length
negotiations between Mr. Ray and the remaining members of our Board of
Directors. In agreeing to increase Mr. Ray's compensation, the Board of
Directors sought to provide an appropriate incentive to Mr. Ray. The Board of
Directors believes that Mr. Ray's salary was appropriate for the chief executive
officer of a public company the size of our Company. See "Summary Compensation
Table" for information concerning Mr. Ray's compensation. The Board of Directors
approved the payment of a bonus to Mr. Ray of $200,000, based upon our operating
results and strategic accomplishments during fiscal year 1999. Mr. Ray did not
participate in discussion of nor did he vote on any issues relating to his
compensation.

Frazier Gaines served as our Chief Executive Officer from March 1998 through
November 1998 (excluding August 19-31, 1998) when he resigned to direct his
energies into Able Telcom International. During the fiscal year ended October
31, 1999, Mr. Gaines was paid $15,000 as Chief Executive Officer for the period
of November 1 to November 30, 1998 when Mr. Gaines resumed his position as
President of Able Telcom International. Mr. Gaines received other compensation
that is more fully presented in the "Summary Compensation Table".

Stock Options. The Board of Directors may grant to our employees long-term
incentives consisting of Non-Qualified Stock Options, Incentive Stock Options
and stock options outside the Plan. The Plan provides for the eligibility of all
2,100 employees, as well as Non-Affiliated Directors, consultants and advisors.
In order to vary the types of awards that may be offered, our Board of Directors
approved the Plan Amendments contained in Proposal No. 4, 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 1999, our Board of Directors approved grants of stock options
to all Executive Officers. See "Executive Compensation--Option Grants During the
Fiscal Year Ended October 31, 1999".

Respectfully Submitted,

Billy V. Ray, Jr., Chairman
C. Frank Swartz
Alec McLarty

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STOCK PERFORMANCE

The following performance graph compares the cumulative total return on our
Common Stock with the cumulative total return of the companies in the Standard &
Poor's 500 Index, the Nasdaq Telecommunications Stocks Index and a
self-determined peer group consisting of Advanced Communications Systems, Inc.,
AmeriLink 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.;
Lockheed Martin; MasTec, Inc.; NumereX Corp.; Porta Systems Corp.; Tollgrade
Communications Corp.; View Tech, Inc.; and World Access, Inc. 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, 1994 and assuming dividend
reinvestment. No dividends have been paid on the Common Stock.

COMPARISON OF THE 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>
1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Able Telcom Holding Corp. 100 75 120 110 100 125

Peer Group 100 145 200 220 250 130

S&P 500 100 125 155 205 250 320

Nasdaq Telecommunications 100 110 120 175 235 430
</TABLE>

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ELECTING THE SLATE OF FOUR
DIRECTORS TO SERVE UNTIL THE NEXT ANNUAL MEETING OF SHAREHOLDERS OR UNTIL
THEIR RESPECTIVE SUCCESSORS ARE ELECTED.

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<PAGE> 28

PROPOSAL NO. 2:

TO RATIFY AND APPROVE AMENDMENTS TO OUR 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

Current Number of Authorized Common and Preferred Shares

Our Articles of Incorporation currently authorize 25 million shares of Common
Stock and five million shares of Preferred Stock. As of August 17, 2000, there
were 16,374,504 shares of Common Stock issued and outstanding, leaving
approximately 8,600,000 additional shares available for issuance. As of August
17, 2000, there were 5,000 shares of Series C Preferred Stock issued and
outstanding, leaving 995,000 additional shares available for issuance.

Number of Authorized Common Shares Needed

As of August 17, 2000, on a fully diluted basis, if all our securities
exercisable or convertible into Common Stock were vested, and exercised or
converted, and we complied with our obligations to Sirit to issue Common Stock,
we would be required to issue approximately 19 million shares. These securities
include approximately

- 9,818,542 shares of Common Stock (to cover the Sirit
litigation and including shares underlying convertible securities); and

- 9,382,200 shares of Common Stock underlying outstanding
options, warrants and stock appreciation rights.

This number of shares does not include the number of shares needed to satisfy
the following obligations:

- Any contractual obligations we have to the Series B investors and the
Series C investors to reserve more than 100% of the shares that are
issuable upon conversion of their existing securities. If these shares
were included, we would need approximately an additional 4,700,000
shares; and

- Contractual obligations to security holders, including our agreements
with the Series B investors, the Series C investors and Sirit (as
described at Proposal No. 9), which contain provisions requiring that
we issue additional shares if we take certain kinds of actions that
would dilute the holders ownership interests. For example, under the
Series C Preferred Stock, if we subdivide our Common Stock by stock
split or stock dividend into a greater number of shares, the conversion
price of the Series C Preferred Stock must be proportionately reduced.
Thus, if we effected a two for one split of our Common Stock, the
conversion price of the Series C Preferred Stock would be divided in
half and the number of shares issuable upon conversion of the Series C
Preferred Stock would be doubled. In light of these anti-dilution
provisions, we could be required to issue a much larger number of
shares of Common Stock than that specified above.

Reasons for Authorizing Additional Shares of Common Stock

By increasing our authorized shares of Common Stock from 25 million to 100
million, we will have more than a sufficient number of shares to meet our
current obligations. As is demonstrated above, we currently do not have a
sufficient number of shares of Common Stock to meet our obligations. This means
that we have no stock available for future actions, including future fundraising
activities or acquisitions. If we do not have enough shares of Common Stock to
meet our current obligations, we will be required to make substantial cash
payments which we are currently unable to make and for which we may have
difficulty obtaining financing. If we do not receive approval to increase our
authorized Common Stock so that these obligations can be met and we are required
to make cash payments, to the extent we are unable to finance these payments on
favorable terms, our financial condition, cash flow and ability to proceed with
the funding of our operations will be materially affected.

Additionally, increasing our number of authorized shares will allow our Board
flexibility to act promptly in issuing stock to meet our future business needs,
which may include:

-paying existing creditors,

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<PAGE> 29

-financing transactions to improve our financial and business position,

-stock splits or stock dividends,

-acquisitions and mergers,

-for employee benefit plans and

-other proper business purposes.

Furthermore, if additional shares are readily available, our Board of Directors
will be able to act quickly without spending the time and incurring the expense
of soliciting proxies and holding additional 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 only if the rules of the exchange on which the Common Stock is
listed (currently the Nasdaq National Market System) permit those issuances.
There are no additional costs or expenses due to the State of Florida, where we
are incorporated, as a result of the increase in authorized shares, other than
the costs associated with the filing of an Amendment to our Articles of
Incorporation.

Preferred Shares

Our Board is also seeking approval to increase 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.
As of the record date, of the three series of Preferred Stock we have
designated, only 5,000 shares of our Series C Preferred Stock are issued and
outstanding. Therefore, as of August 17, 2000, we have remaining 995,000 shares
of Preferred Stock which can be designated for issuance in the future. Our Board
of Directors believes that an increase in the number of shares of authorized
Preferred Stock from one million to five million will ensure that a sufficient
number of shares is available for future activities, including additional fund
raising or use of Preferred Stock in acquisitions.

Board of Directors Recommendation

For the above-described reasons, on March 4, 1999, and as ratified on May 12,
2000, our Board of Directors unanimously adopted a resolution setting forth
proposed amendments to our Articles of Incorporation:

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

Common Stock, par value $.001, from 25 million shares to 100 million
shares; Preferred Stock, par value $.10, from one million shares to
five million shares; and

2. Directing that the amendments be submitted to the shareholders for
their review, adoption and approval at our 2000 Annual Meeting of
Shareholders.

Effect of Increasing the Authorized Shares

Each of the additional authorized shares of Common Stock may be issued at any
time and will have the same rights and privileges as the currently authorized
Common Stock. The additional authorized Preferred Stock may be issued at any
time by resolutions of a majority of our Board of Directors in one or more
series with the designations, powers, preferences and rights, including without
limitation, dividend rights, conversion rights, voting rights, redemption terms
and liquidation preferences and other qualifications and limitations as our
Board of Directors determines. Shareholders should keep in mind that 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 our Common Stock. Further, we may use the additional authorized
shares to discourage others from attempting to gain control of us by diluting
the voting power of shares outstanding or increasing the voting power of those
who support our Board of Directors in opposing a takeover bid or a solicitation
adverse to our management we deem not in our shareholders' best interests.

Assuming the amendments are approved, no further Shareholder approval is
required for us to issue authorized Common Stock or Preferred Stock, unless
required by law, including the rules of the Nasdaq Stock Market, including Rule
4460(i), described in this Proxy Statement. You may vote separately to increase
the number of authorized shares of (i) Common Stock and (ii) Preferred Stock.

Proposals

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

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<PAGE> 30

ARTICLE III

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

ONE HUNDRED AND ONE MILLION (101,000,000) SHARES CONSISTING
OF ONE HUNDRED MILLION (100,000,000) SHARES OF COMMON STOCK
HAVING A PAR VALUE OF ONE TENTH OF A CENT ($.001) PER SHARE
AND ONE MILLION (1,000,000) SHARES OF PREFERRED STOCK HAVING
A PAR VALUE OF TEN CENTS ($.10) PER SHARE.

If only Proposal 2(B) 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 ($.001) PER SHARE AND FIVE
MILLION (5,000,000) SHARES OF PREFERRED STOCK HAVING A PAR
VALUE OF TEN CENTS ($.10) PER SHARE.

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

What is the Effect if the Shareholders Do Not Approve These Proposals?

If the shareholders do not approve Proposal No. 2(A), we will not be able to
meet our current contractual obligations to issue shares of Common Stock or
reserve shares of Common Stock for issuance. Accordingly, if the shareholders do
not approve Proposal 2(A), it will have the effect of votes against Proposal
Nos. 6, 7, 8 and 9, which describe contractual obligations that require us to
issue shares of Common Stock or pay substantial amounts of cash which we
currently cannot afford.

In addition, if the shareholders do not approve either Proposal No. 2(A) or
Proposal No. 2(B), we will be severely limited in our ability to use our
securities as consideration for services and for acquisitions. For example, we
will not be able to issue securities to current or future employees pursuant to
stock options and will be forced to provide all bonuses in cash. Further, we may
not be able to use our securities in acquisitions or to raise additional
capital. As a result, our results of operations, profitability and cash-flow
could be adversely and materially affected.

An Overview of our Common Stock

The following summarizes the rights of holders of our Common Stock:

Each holder of shares of Common Stock is entitled to one vote per share
on all matters to be voted on by our shareholders generally, including
the election of directors;

There are no cumulative voting rights;

The holders of our Common Stock are entitled to dividends and other
distributions as may be declared from time to time by the Board of
Directors out of funds legally available for the purpose, if any;

Upon our liquidation, dissolution or winding up, the holders of shares
of Common Stock will be entitled to share ratably in the distribution
of all of our assets remaining available for distributions after
satisfaction of all our liabilities and the payment of the liquidation
preference of any outstanding preferred stock; and

The holders of Common Stock have no preemptive or other subscription
rights to purchase shares of our stock, and are not entitled to the
benefits of any redemption or sinking fund provisions.

An Overview of Our Preferred Stock

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<PAGE> 31

Our Articles of Incorporation authorize our Board of Directors to create and
issue one or more series of preferred stock and determine the rights and
preferences of each series within the limits set forth in our Articles of
Incorporation and applicable law. Among other rights, the Board may determine,
without further vote or action by our stockholders:

The number of shares constituting the series and the distinctive
designation of the series;

The dividend rate on the shares of the series, whether dividends will
be cumulative, and if so, from which date or dates, and the relative
rights of priority, if any, of payment of dividends on shares of the
series;

Whether the series will have voting rights in addition to the voting
rights provided by law and, if so, the terms of the voting rights;

Whether the series will have conversion privileges and, if so, the
terms and conditions of conversion;

Whether or not the shares of the series will be redeemable or
exchangeable, and, if so, the dates, terms and conditions of redemption
or exchange, as the case may be;

Whether the series will have a sinking fund for the redemption or
purchase of shares of that series, and, if so, the terms and amount of
the sinking fund; and

The rights and liquidation value of the shares of the series in the
event of our voluntary or involuntary liquidation, dissolution or
winding up and the relative rights or priority, if any, of payment of
shares of the series.

Unless our Board provides otherwise, the shares of all series of Preferred Stock
will rank on a parity with respect to the payment of dividends and to the
distribution of assets upon liquidation. We have no present intent to issue any
additional series of Preferred Stock.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" APPROVING AMENDMENTS
TO OUR 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

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PROPOSAL NO. 3:

TO AMEND OUR ARTICLES OF INCORPORATION TO CHANGE OUR CORPORATE NAME FROM
"ABLE TELCOM HOLDING CORP." TO "THE ADESTA GROUP, INC."

As part of our agreements with WorldCom related to the MFSNT acquisition, we
were permitted to use the trade name "MFSNT" or any part of that trade name only
during the 18-month transition period immediately following the acquisition.
Effective February 2000, we changed the names of our subsidiaries bearing "MFS"
as part of their name as follows:

MFS Network Technologies, Inc. changed its name to Adesta
Communications, Inc.,
MFS Transportation Systems, Inc. changed its name to Adesta
Transportation, Inc., and
MFS TransTech, Inc. which changed its name to TransTech, Inc.

Although our current name "Able Telcom Holding Corp." does not include any
portion of the trade name MFSNT, we believe that it is important that the parent
holding company have a name that is similar to that of the majority of its
subsidiaries. This similarity in names will assist in market identification of
all of the members of the corporate family as well as help in achieving a name
brand recognition within our markets. Therefore, the Board of Directors has
recommended the change of our name to "The Adesta Group, Inc." To effect this
name change, we are required to amend our Articles of Incorporation. The
Articles of Incorporation may be amended to change our name only with
shareholder approval.

Why "Adesta"?

The word "Adesta" is derived from the Latin word, adeo, which means to unite or
come together. Part of our mission is that through our subsidiaries, our
products and services are helping to unite the world through state-of-the-art
communications infrastructure. As such, we believe that the name "The Adesta
Group, Inc." better reflects our mission.

The Proposed Name Change

We are asking our shareholders to approve amending our Articles of Incorporation
to change our corporate name from "Able Telcom Holding Corp" to "The Adesta
Group, Inc." To accomplish this name change, our Board of Directors proposes
that Article I of our Articles of Incorporation be amended to read as follows:

ARTICLE I NAME

The name of the Corporation shall be:

THE ADESTA GROUP, INC.

If this Proposal is Approved, Must our Shareholders Take Any Actions?

It will not be necessary for you to surrender your share certificates upon
approval of the proposed name change. Rather, when share certificates are
presented for transfer or other reasons, new share certificates bearing the name
"The Adesta Group, Inc." will be issued. Until that time, your share
certificates containing the old name will automatically be deemed to represent
that of the newly named company. Additionally, we will continue to trade our
Common Stock under the symbol "ABTE".

Our Board's Ability to Terminate This Proposal

We recommend that our shareholders vote "FOR" amending our corporate name.
However, if, our Board decides completing our corporate name change becomes
inadvisable because a claim is made challenging the name change, or any other
circumstance exists which makes the name change inadvisable, our Board may
terminate this proposal to amend our Articles of Incorporation. The termination
of this proposal may be effective either before or after approval of the name
change by the shareholders.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" APPROVING AMENDING
OUR ARTICLES OF INCORPORATION TO CHANGE OUR CORPORATE NAME FROM "ABLE
TELCOM HOLDING GROUP" TO "THE ADESTA GROUP, INC."

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<PAGE> 33

PROPOSAL NO 4:

TO APPROVE FURTHER AMENDING OUR 1995 STOCK OPTION PLAN TO:

(A) INCREASE THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE FROM
1,300,000 TO 5,500,000

(B) INCREASE THE NUMBER OF OPTIONS GRANTED TO NON-AFFILIATE
DIRECTORS FROM A ONE-TIME GRANT OF 5,000 OPTIONS TO AN ANNUAL
GRANT OF 10,000 OPTIONS,

(C) GRANT ADDITIONAL OPTIONS ON AN ANNUAL BASIS TO NON-AFFILIATE
DIRECTORS WHO SERVE AS OUR CHAIRMAN OF THE BOARD, AND AS
CHAIRMAN OR AS MEMBER OF A BOARD COMMITTEE, AND

(D) EXTEND THE EXERCISE PERIOD OF OPTIONS PREVIOUSLY GRANTED TO
NON-AFFILIATE DIRECTORS TO THE EARLIER OF (A) SEPTEMBER 19,
2005, OR (B) THE DATE WHICH IS TWO YEARS AFTER THE DATE THAT
THE NON-AFFILIATE DIRECTOR IS NO LONGER SERVING AS A DIRECTOR.

Why are We Proposing to Increase the Number of Authorized Shares Under the Plan?

Of the 1,300,000 shares of Common Stock authorized to be issued under our 1995
Stock Option Plan, as amended, there were approximately 200,000 shares that
remain unissued and available for grant. Our Board of Directors believes this is
not sufficient to adequately meet the Plan's purposes and objectives. We are
proposing to increase the number of shares of Common Stock authorized to be
issued under the Plan by 4,200,000 shares to 5,500,000 shares. We believe that
increasing the number of shares is necessary to ensure we will have a sufficient
reserve of Common Stock under the Plan to continue to attract, retain and
motivate key individuals essential to our long-term growth and success.

Why are We Proposing to Increase the Number of Options Granted to Non-Affiliate
Directors from a One-Time Grant of 5,000 to an Annual Grant of 10,000?

Our Board of Directors believes that to attract and retain highly qualified,
well-respected directors to our Board, Board members should receive adequate
compensation. We believe that owning our securities is one incentive to
encourage our directors, as well our employees, to identify with the interest of
our shareholders and to work toward increasing our profitability and operating
results.

Further, the SEC and Nasdaq have recently modified certain rules regarding the
number and qualifications of Board members. By June 2001, the Audit Committee of
the Board of Directors of companies such as Able that are listed on the Nasdaq
National Market System must have at least three "independent" directors. A
director is not considered "independent" if, among other things, he or she

- has been employed by us in the past three years,

- has received more then $60,000 from us during the previous fiscal year
except for board services or retirement plans,

- is related to any of our executive officers, or

- has been a partner, controlling shareholder, or in management of a
company with whom we do business that is more than 5% of our
consolidated gross revenues for that year, or has been an executive and
served on that entity's compensation committee.

Currently, the make-up of our Board does not meet these new requirements
regarding independent directors although Mr. Swartz and Mr. McLarty qualify as
independent directors. Therefore, in addition to seeking well-respected
qualified individuals to serve on our Board, generally new Board members should
also meet the criteria as "independent" directors. In fact, to maintain
compliance with the Nasdaq rules, we must identify and elect one additional
independent director by June 2001. Because these new requirements affect most
public companies such as

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<PAGE> 34

ours, there will be greater competition to obtain the services of qualified
Board members. We believe that we will be better able to attract qualified
directors meeting the independence requirement if we are able to provide
competitive compensation, including an adequate number of stock options.

Our Plan currently provides that Non-Affiliate Directors are granted
non-qualified stock options to purchase 5,000 shares of Common Stock as of the
date the Non-Affiliate Director is initially elected or appointed. The exercise
price for these options is the fair market value of our Common Stock at the date
of grant. Our Board believes that increasing the number of non-qualified stock
options initially granted to Non-Affiliate Directors from 5,000 to an annual
grant of 10,000 non-qualified stock options will help to attract better
qualified Non-Affiliate Directors and retain existing Non-Affiliate Directors.
Currently, the 5,000 options initially granted to Non-Affiliate Directors vest
immediately. However, in order to encourage Non-Affiliate Directors to remain as
members of the Board and to stand for reelection, we propose in connection with
the increase in the number of options, that the annual options be granted on the
date a Non-Affiliate Director is elected each year, but the options vest one
year from the date of grant (as opposed to immediately), so long as the
Non-Affiliate Director is a Board member on the vesting date. Our plan defines a
"Non-Affiliate Director" as a person who is not our employee and who does not
own more than 5% of any class of our outstanding capital stock. This definition
is not identical to the definition of "independent" director described above,
but many of the persons who meet the "independent" director requirements of the
new SEC and Nasdaq rules will also qualify as Non-Affiliate Directors under the
Plan.

Further, in the past two years, we have experienced difficulty with retaining
directors. Eight directors resigned during the two fiscal years ended October
31, 1999. We believe that granting options to Non-Affiliate Directors, whether
"independent" or not, is one way to improve our retention rate.

Why are We Proposing to Make Additional Annual Grants of Options to
Non-Affiliate Directors Who Serve as Our Chairman of the Board and as Chairman
or a Member of a Board Committee?

In order to add additional incentives to qualified Board members, we are also
asking for our shareholders to approve our granting, on an annual basis,
additional options under the Plan to Non-Affiliate Directors who serve in the
following capacities:

<TABLE>
<CAPTION>
POSITION NUMBER OF OPTIONS

<S> <C>
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
</TABLE>

These options will vest one year from the date of grant so long as the
Non-Affiliate Director is serving in his or her capacity as of the vesting date.
We believe that additional grants will also encourage Non-Affiliate Directors to
take a leadership role with other Board members and to actively participate as
Board committee members on a constant basis.

Why are We Proposing to Extend the Exercise Period of Options Previously Granted
to Non-Affiliate Directors Under the Plan?

The options previously granted to Non-Affiliate Directors expire on and cannot
be exercised after the earlier of

September 19, 2005, or

the date which is 30 days after the date that a Non-Affiliate Director
no longer serves as a member of our Board, or as Chairman, or as a
Chairman or a member of a Board committee, as applicable.

We are proposing to extend the exercise period to the earlier of

September 19, 2005, or

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<PAGE> 35

the date which is two years after the date the Non-Affiliate Director
no longer serves as a member of the Board, or as Chairman, or as
Chairman or a member of a Board committee, as applicable.

By extending the term, Non-Affiliate Directors will have more time to exercise
their options, which, assuming the price of our Common Stock increases, makes
them more valuable to the director and makes it more likely that the option will
be exercised, thus providing us with additional cash upon exercise. Because the
options are potentially more valuable in the future, they may encourage
directors to remain with us longer.

Our Board of Directors approved these proposed amendments on March 5, 1999 (as
to Proposal 4(A) and Proposal 4(D) described above) and on May 7, 1999 (as to
Proposal 4(B) and 4(C). Our Board ratified these proposed amendments on May 12,
2000.

What is the Effect if the Shareholders Do Not Approve These Proposals?

If the shareholders do not approve Proposal No. 4(A), we will not be able to
grant additional options to employees, directors or consultants under the Plan.
Yet, to hire and retain employees, directors and consultants we may be required
to pay cash to those individuals who would have received options as compensation
or to issue options outside the Plan. Options issued outside the Plan will not
have the benefit of incentive stock option treatment. Depending on the
recipient's position with the company, for example, if the recipient is a
director or executive officer, shareholder approval could be required before
each option grant. To the extent we are unable to make grants to directors or
are unable to make grants in a timely manner because of the delay of seeking
shareholder approval, or if Proposal Nos. 4(B), 4(C) and 4(D) are not approved,
we may not be able to attract qualified, motivated persons to serve as Board
members. Additionally, we may have difficulty attracting the independent
directors we need under Nasdaq rules. If we cannot comply with those rules,
Nasdaq could impose penalties or other liabilities which could include delisting
or suspending the trading of our Common Stock.

Summary of our Plan.

Options to purchase 1,062,885 shares of Common Stock have been granted under the
Plan through August 1, 2000. Additionally, 2,260,000 shares of common stock have
been granted outside the Plan as shown in Proposal No. 5.

No options have been granted under the Plan through the record date to (i) any
of our Named Executive Officers, (ii) our current executive officers, (iii) our
current directors who are not executive officers, (iv) the nominees for election
as a director, or (v) any other person who received or is to receive 5% of the
options, warrants or rights. All employees, as a group have received options to
purchase a total of 1,062,885 shares of common stock under the Plan.

--How Many Shares of Common Stock are Currently Available Under the Plan?

Under the Plan, we may grant stock options to purchase up to 1,300,000 shares of
Common Stock, but only approximately 230,000 shares are currently available. In
general, if stock options are canceled, or expire or terminate unexercised, the
shares covered by those 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, consultants or advisors of Able and our
affiliates are eligible to participate in the Plan. There are currently
approximately 2000 employees, two Non-Affiliate Directors and approximately 12
consultants and advisors eligible to participate in the Plan.

--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 those restrictions, terms and conditions
as the Plan administrators may determine. The Plan administrators may determine,
among other things, the time period over which those 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.

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<PAGE> 36

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 those shares and, subject to and conditioned upon
the full vesting of the shares of restricted stock, the right to tender those
shares.

--Who are the Plan's Administrators and What Do the Plan Administrators Do?

Our Plan administrators are members of our Board of Directors. The Plan
administrators generally

- select who is eligible for awards,

- determine the types of awards and the number of shares subject to the
awards,

- set forth the terms and conditions of the awards,

- establish, amend and rescind any rules and regulations relating to
the Plan, and

- make all other determinations necessary to administer the Plan.

--What Type of Awards May Be Granted under the Plan?

The awards granted under the Plan may be either incentive stock options,
non-qualified stock options or restricted stock awards. Stock options qualify as
"incentive stock options" if they meet the requirements of Section 422 of the
Internal Revenue Code. Stock options are non-qualified stock options if they do
not meet these requirements.

--What Are the Details of the Stock Options Under the Plan?

Incentive stock options may be granted to employees. Non-qualified stock options
may granted to employees, to directors who are neither officers nor employees of
our company, to consultants and to other persons who provide services to us and
our affiliates.

The Plan administrators determine the purchase price of each share of Common
Stock purchasable under any incentive stock option at the date of grant,
however, the purchase price cannot be less than 100% of the fair market value of
Common Stock on the grant date. The purchase price per share of Common Stock
purchasable under any non-qualified stock option is determined by the Plan
administrators.

--Do Optionees Under the Plan Have Shareholder Rights?

Optionees do not have shareholder rights (e.g., right to vote and receive
dividends) until they exercise their option 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 the dates that the
Plan administrators determine when the options are granted. Stock options can
also be terminated under certain circumstances following a "Change of Control".

--What Happens to the Options Under the Plan Upon a Change of Control?

According to our Plan, a "Change of Control" occurs if

- We are dissolved or liquidated,

- We reorganize, merge or consolidate with one or more corporations
where we are not the surviving entity, or

- We transfer substantially all of our property or more than 80% of our
then outstanding shares to another corporation not controlled by our
shareholders.

Upon a Change of Control, the Plan and any outstanding options will terminate
unless we provide for the Plan to be assumed and continued with our options
either assumed or replaced with substitute options covering the shares of a
successor corporation. If no provision is made for Plan continuation, we 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.

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--What Happens Under the Plan if There is a Change in Our Corporate Structure?

If our corporate structure changes or if our shares change (i.e. if we
recapitalize, our stock splits, we consolidate, we undertake a rights offering,
or we issue a stock dividend), our Plan administrators will make appropriate
adjustments to the number or class of shares which may be distributed under the
Plan and the 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.

--Are Awards Under the Plan Assignable?

Options may not be sold, assigned, transferred, pledged or encumbered, except by
will or by the laws of descent and distribution. An option may only be exercised
by the optionee during his or her lifetime or his or her estate, for a period of
time after the optionee's death.

--How Can The Plan Be Amended?

Our Board of Directors has the power to amend the Plan without shareholder
approval; however, no amendment may impair an existing award or alter the rights
of a recipient of options already granted under the Plan without the recipient's
consent. Further, in order to amend the Plan to

- increase the number of the shares reserved for issuance under the Plan,

- change the class of persons eligible to receive awards under the Plan,

- extend the maximum period during which an option may be granted or
exercised,

- reduce the option price per share under any option below the fair
market value of the Common Stock at the time the option was granted or

- extend the term of the Plan,

we must seek shareholder approval.

What are the Federal Income Tax Aspects of the Stock Options?

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.

--Incentive Stock Options.

The grant and exercise of an incentive stock option generally results in no
taxable income to the participant and no income tax deduction for Able. However,
state or local income tax or estate tax consequences may apply. If the
participant holds the shares acquired upon exercise of an incentive stock option
for at least two years from the date of the grant 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. This is based upon the difference between
the sale proceeds and the fair market value of the shares on the exercise date.
We are not allowed any deduction for federal income tax purposes. If the
participant disposes of the shares acquired upon exercise of an incentive stock
option within either of these holding periods, he or she will generally
recognize as ordinary income an amount equal to the lesser of

- the fair market value of our Common Stock on the date of exercise
over the exercise price, or

- the amount realized upon disposition over the exercise price.

If this occurs, we generally are entitled to an income tax deduction equal to
the amount recognized as ordinary income. Any gain in excess of that amount
realized by the participant as ordinary income is taxed at the rates applicable
to short-term or long-term capital gains, depending on the holding period.

--Non-qualified Stock Options.

The grant of a non-qualified stock option has no tax consequences to us or to
the participant, unless the option has a readily ascertainable fair market value
(as determined under applicable tax law at the time of grant). Once a
non-

34
<PAGE> 38

qualified stock option is exercised, 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. This amount will be deductible for federal income tax purposes by us. The
holder of these shares will, upon subsequently disposing 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 incentive stock options and non-qualified stock options, the
following material federal income tax consequences also apply:

- 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 non-qualified stock options;

- If the vesting or exercise period of any award is accelerated because
of a Change of Control, payments relating to the awards, either alone
or together with other payments, may constitute parachute payments
under Section 280G of the tax code, which excess amounts may be subject
to excise taxes;

- Incentive stock option exercises may have implications in computing
alternative minimum taxable income; and

- If a participant is entitled to any tax deduction, it is subject to
the applicable tax rules (including, without limitation, Section 162(m)
of the tax code regarding a $1 million limitation on deductible
compensation);

In general, Section 162(m) of the tax code does not allow a publicly held
corporation like us, for federal income tax purposes, to deduct 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 specific exceptions. Our 1995 Stock Option Plan does not currently
qualify for the exceptions and is therefore subject to the limitations of
Section 162(m).

Our 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 tax code.

May Shareholders Vote Separately on Proposal No. 4(A), 4(B), 4(C) and 4(D)?

Yes.

What Benefit Will Non-Affiliate Directors Receive if Proposal Nos. 4(A), 4(B),
4(C) and 4(D) are Approved?

On March 5, 1999 and on May 7, 1999, the members of our Board of Directors
adopted the amendments to the Plan described in Proposal No. 4(A) - 4(D) and
ratified these amendments on May 12, 2000. However, because C. Frank Swartz, and
Alec McLarty, both Directors, were the only Non-Affiliate Directors at the time
of those meetings, each abstained from voting on any matters related to Proposal
No. 4(A) - 4(D) relating to Non-Affiliate Directors. While neither Mr. McLarty
nor Mr. Swartz voted to adopt the amendments to the Plan relating to
Non-Affiliate Directors, because they are members of our Board of Directors,
which is recommending approval of each of these Proposals, their recommendations
"FOR" may be considered a conflict of interest since shareholder approval would
result in a personal benefit to each of them. See also Proposal No. 5 - Benefits
to Board Members if this Proposal is approved - for a discussion concerning
conflicts of interest of certain directors.

DIRECTOR CONFLICTS

Each of proposals 4(B), 4(C) and 4(D) have been approved by the Board pursuant
to its authority to issue and modify options under our 1995 Stock Option Plan.
However, because certain members of the Board would also be the beneficiary of
these proposals, we seek shareholder approval to avoid the appearance of a
conflict of interest. Under the Florida Business Corporation Act, a transaction
will not be void or voidable because of a conflict of interest if holders of a
majority of the outstanding shares of Common Stock, other than the interested
directors' shares, approve the transaction.

35
<PAGE> 39

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" FURTHER AMENDING OUR 1995
STOCK OPTION PLAN TO:

(A) INCREASE THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE FROM
1,300,000 TO 5,500,000,

(B) INCREASE THE NUMBER OF OPTIONS GRANTED TO NON-AFFILIATE
DIRECTORS FROM A ONE-TIME GRANT OF 5,000 OPTIONS TO AN ANNUAL
GRANT OF 10,000 OPTIONS,

(C) GRANT ADDITIONAL OPTIONS ON AN ANNUAL BASIS TO NON-AFFILIATE
DIRECTORS WHO SERVE AS OUR CHAIRMAN OF THE BOARD, AND AS
CHAIRMAN OR A MEMBER OF A BOARD COMMITTEE, AND

MEMBERS OF THE BOARD OF DIRECTORS RECOMMENDING SHAREHOLDER APPROVAL MAY HAVE
CONFLICTS OF INTEREST MAKING THESE RECOMMENDATIONS AND MAY PERSONALLY BENEFIT
FROM APPROVING PROPOSAL NO. 4(A) - 4(D). SEE "WHAT BENEFIT WILL NON-AFFILIATE
DIRECTORS RECEIVE IF PROPOSAL NOS. 4(A) - 4(D) ARE APPROVED?"

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<PAGE> 40

EXPLANATORY NOTE FOR PROPOSAL NOS. 5 THROUGH 9

WHY SHAREHOLDER APPROVAL IS REQUIRED FOR PROPOSAL NOS. 5 THROUGH 9

Because our Common Stock is listed on the Nasdaq National Market, we are
required to comply with Nasdaq's listing rules. Proposals 5 through 9 are
affected by three of those rules.

First, the rules provide that we must get shareholder approval if we grant
stock, options or other rights to officers and directors outside a broadly based
plan that includes other employees.

Second, the rules provide that we must get shareholder approval if we issue
Common Stock or securities convertible into or exercisable for Common Stock in a
private offering if

1. the price at which we issue the Common Stock is less than
the greater of book or market value of the Common Stock, and

2. the number of shares issued equals 20% or more of the
number of shares of Common Stock outstanding or 20% or more of
the voting power outstanding before the transaction that gave
rise to the issuance.

Third, the rules provide that we must get shareholder approval if we issue
Common Stock in an acquisition of a business if the number of shares issued
equals 20% or more of the number of shares of Common Stock outstanding or 20% or
more of the voting power outstanding before the transaction that gave rise to
the issuance.

Each of our Proposal Nos. 5, 6, 7 and 8 and possibly 9, explained in detail
below, meet one or more of these criteria requiring shareholder approval.

WHAT HAPPENS IF WE DON'T COMPLY WITH NASDAQ RULES?

If we do not maintain the criteria that Nasdaq requires, Nasdaq could delist our
Common Stock from the Nasdaq National Market System. If this occurs, our Common
Stock would likely be traded in the over-the-counter market on the OTC
Electronic Bulletin Board. If so, the market price of our 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 our Common Stock.

While approval of Proposal Nos. 5, 6, 7, 8 and 9 will permit us to comply with
the Nasdaq rules described above, there are other Nasdaq rules applicable to us
generally. If we violate any of those rules, we are also subject to a delisting
risk. Those other rules include:

- maintaining a minimum of three independent directors by June 2001,

- establishing and maintaining an audit committee of at least three
members, all of which shall be independent directors by June 2001, and

- holding an annual shareholders meeting.

We did not hold an annual shareholders meeting in 1999. We have discussed our
failure to hold an annual meeting in 1999 with Nasdaq and have been granted a
waiver of this requirement so long as we hold our annual meeting on or before
October 2, 2000. If we fail to hold our meeting by October 2, 2000, we will be
in violation of this requirement and would be subject to a delisting risk. In
addition, we do not have three independent directors and our audit committee
does not consist solely of independent directors. Of the currently nominated
directors, Mr. Swartz and Mr. McLarty do meet the independent director
requirement. If we are unable to locate a third independent director for
inclusion on our Board of Directors prior to June 2001, we would also be in
violation of Nasdaq requirements and would be subject to additional delisting
risk.

WHAT IS THE EFFECT IF OUR SHAREHOLDERS APPROVE EACH OF PROPOSAL NOS. 5 THROUGH
9?

If the shareholders approve each of Proposal Nos. 5, 6, 7, 8 and 9, we will be
able to comply with Nasdaq rules when we issue the shares described in those
proposals. In the case of Proposal Nos. 6, 7, 8 and 9, we are contractually
committed to either issue the shares or compensate the holders by other means,
such as with substantial cash payments that we cannot afford. Accordingly, if we
do not receive shareholder approval, we will suffer adverse consequences under
those contracts, as explained in more detail in our description of the specific
proposals.

37
<PAGE> 41

Approval of Proposal Nos. 5, 6, 7, 8 and 9 would result in the issuance of
18,004,399 shares of Common Stock or securities convertible into or exercisable
for Common Stock. As of August 17, 2000, there were 16,374,504 shares of Common
Stock outstanding. Accordingly, if as of August 17, 2000 we issued all of the
Common Stock provided for in Proposal Nos. 5, 6, 7, 8 and 9, the shares issued
would constitute 52.4% of our issued and outstanding shares of Common Stock as
of that date.

The table below shows the shares of Common Stock on an as converted or exercised
basis, which are proposed to be issued under each of Proposal Nos. 5, 6, 7, 8
and 9, and as a group. The percentages in the table are based on shares
outstanding on August 17, 2000. However, Proposal Nos. 6, 7, 8 and 9 each would
have resulted in a more than 20% issuance under Nasdaq rules when measured at
the time we became contractually committed to issue those shares. The specific
details about Proposal Nos. 5, 6, 7, 8 and 9 follow this Explanatory Note.

<TABLE>
<CAPTION>
PERCENTAGE OF SHARES
OUTSTANDING AS OF
PROPOSAL NUMBER OF SHARES(1) AUGUST 17, 2000(2)

<S> <C> <C>
Proposal No. 5: 2,189,897 13.4%

Proposal No. 6: 2,600,000 13.7%

Proposal No. 7: 3,502,991 19.5%

Proposal No. 8: 4,700,000 22.3%

Proposal No. 9: 5,011,511 19.9%

TOTAL SHARES OF COMMON STOCK ISSUABLE IF PROPOSAL NOS.
5, 6, 7, 8 AND 9 ARE APPROVED 18,004,399 52.4%
</TABLE>

(1) Proposal Nos. 7, 8 and 9 include shares of Common Stock issuable
pursuant to anti-dilution provisions contained in the Series C
Convertible Preferred Stock and warrants and the Sirit settlement
agreement, as described below. That number of shares cannot be
determined at this time. Accordingly, the number of shares for Proposal
Nos. 7, 8 and 9, the total number of shares, and the related
percentages, may be higher than reflected in the table.

(2) The number of shares outstanding for purposes of each calculation has
been adjusted to reflect the issuance of the shares contained in the
related proposal and, in the case of Proposal No. 9, all additional
shares the issuance of which are a precondition to the issuance of the
shares described in that proposal.

Also, if we do not maintain the criteria that Nasdaq requires (including, among
others, those criteria described above) or if our shareholders do not approve
some or all of these Proposals, but we nonetheless grant or issue the securities
described in Proposal Nos. 5 through 9 in violation of Nasdaq rules, Nasdaq
could delist our Common Stock. If this occurs, our Common Stock would likely be
traded in the Over-The-Counter market on the OTC Electronic Bulletin Board. If
so, the market price of our 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 our Common Stock.

RELATIONSHIP BETWEEN PROPOSAL NO. 2(A) AND PROPOSAL NOS. 6, 7, 8 AND 9

Prior to approval of Proposal No. 2(A), our Articles of Incorporation allow us
to issue only 8.6 million additional shares of Common Stock. Most of those
additional shares are already required to be issued pursuant to existing
obligations. If each of Proposal Nos. 6, 7, 8 and 9 are approved by the
shareholders, the approvals would require us to issue more shares of Common
Stock than are currently authorized under our Articles of Incorporation.
Accordingly, notwithstanding shareholder approval of Proposal Nos. 6, 7, 8 and
9, if the shareholders do not approve Proposal 2(A), we will not be able to
issue all of the shares of Common Stock contemplated by Proposal Nos. 6, 7, 8
and 9 and we will suffer the same adverse consequences as if Proposal Nos. 6, 7,
8 and 9 had not been approved by the shareholders, as described in the following
pages.

PROPOSAL NO. 5

TO RATIFY AND APPROVE THE GRANT OF 2,189,897 STOCK OPTIONS TO CERTAIN OF OUR
OFFICERS AND DIRECTORS OUTSIDE OF OUR 1995 STOCK OPTION PLAN. ISSUANCE OF SHARES

38
<PAGE> 42
PURSUANT TO THESE OPTIONS MUST BE APPROVED BY THE SHAREHOLDERS PURSUANT
TO NASDAQ RULES.

REASONS FOR APPROVING OUR ISSUING STOCK OPTIONS GRANTED TO OUR OFFICER AND
DIRECTORS OUTSIDE THE STOCK OPTION PLAN.

Our Board of Directors approved the granting of an aggregate of 2,189,897 stock
options to our executive officers and directors outside our 1995 Stock Option
Plan. Under Nasdaq rules these grants are subject to shareholder approval. Our
Board of Directors believes it is in our best interest to ratify our granting
these options to be issued to our executive officers and directors to attract,
retain, motivate and award key individuals who we believe are essential to our
long-term growth and success and upon whose efforts and judgment our success
largely depends.

WHAT IS THE EFFECT OF SHAREHOLDER APPROVAL OF THIS PROPOSAL?

If our shareholders approve Proposal No. 5, to the extent that all of the
options that are the subject of this Proposal were exercised as of August 17,
2000, 2,189,897 additional shares would be issued, resulting in an additional
10.9% of our outstanding shares of Common Stock as of August 17, 2000. No
further shareholder action would be required once the shareholders approve this
Proposal. Assuming all the options were exercised for cash, we would receive
approximately $10.7 million. We intend to use any proceeds from the exercise of
these options for general corporate and working capital purposes.

WHAT HAPPENS IF OUR SHAREHOLDERS DO NOT APPROVE THIS PROPOSAL?

If our shareholders do not ratify Proposal No. 5, our Board will rescind the
options described in Proposal No. 5 because their continued existence would
violate Nasdaq rules and jeopardize the listing of our Common Stock on the
Nasdaq National Market. To the extent any individual who was granted one of the
options that is later rescinded objects, he could seek other monetary
compensation to offset any value with respect to the options that were
rescinded. If this were to occur, we may be required to pay additional
compensation to certain of our executive officers and directors, as opposed to
receiving cash upon exercises of options. Further, any officer or director who
believes that we made an unconditional promise to grant these options could
bring suit seeking damages for breach of promise. These additional costs could
affect our cash flow and profitability.

IF THIS PROPOSAL IS APPROVED, WHO WILL RECEIVE THE 2,189,897 OPTIONS?

The 2,189,897 options subject to this proposal relate to a variety of options
which have been granted to our officers and directors and to a lesser degree, to
our advisory board and a consultant since 1998, outside of our 1995 Stock Option
Plan. These options are granted outside of the Plan because at the time these
options were granted, we did not have a sufficient number of shares under the
Plan to cover these grants, as well as grants to our other employees. Therefore,
we granted options under the Plan to our employees who are not also officers or
directors under the Plan and qualified grants to officers and directors (as well
as our advisory board and a consultant) with a requirement to seek additional
shareholder approval. A brief description of the material terms of the stock
option grants and a table summarizing the benefits to be conferred on the listed
recipients follows:

39
<PAGE> 43

<TABLE>
<CAPTION>
NAME OPTIONS GRANT DATE VESTING VESTING DATE EXERCISE FAIR EXPIRATION
GRANTED SCHEDULE PRICE MARKET DATE
VALUE(1)

<S> <C> <C> <C> <C> <C> <C> <C>
Billy V. Ray, Jr 10,000 12/31/98 10,000 12/31/98 $ 5.75 $ 5.75 12/31/00
Chief Executive Officer 100,000 12/31/98 100,000 12/31/98 $ 5.75 $ 5.75 12/31/01
and Chairman of the Board 50,000 5/7/99 17,000 5/7/99 $ 6.375 $ 6.375 5/7/03
of Directors -- -- 16,500 5/7/00 $ 6.375 $ 6.375 5/7/03
-- -- 16,500 5/7/01 $ 6.375 $ 6.375 5/7/03
100,000 2/21/00 100,000 (2) (3) 2/21/05
150,000 6/15/00 150,000 6/15/00 $ 2.84 $ 2.8438 6/15/10

Frazier Gaines(4) 80,000 12/31/98 80,000 12/31/98 $ 5.75 $ 5.75 12/31/00
Former Chief Executive 16,000 12/31/98 16,000 12/31/98 $ 5.75 $ 5.75 12/31/00
Officer 16,000 12/31/98 16,000 12/31/98 $ 5.75 $ 5.75 12/31/00
President - Able Telcom 16,000 12/31/98 16,000 12/31/98 $ 5.75 $ 5.75 12/31/00
International 32,000 12/31/98 32,000 12/31/98 $ 5.75 $ 5.75 12/3/100
30,000 12/31/98 30,000 12/31/98 $ 5.75 $ 5.75 7/3/04
100,000 12/31/98 100,000 12/31/98 $ 5.75 $ 5.75 12/31/00

Edwin D. Johnson 150,000 5/8/00 150,000 5/8/00 $ 2.44 $ 2.4375 5/8/10
President, Chief Financial
Officer and a Director

Charles A Maynard 200,000 2/21/00 50,000 2/11/00 $ 6.00 $ 4.8125 2/21/05
Chief Operating Officer -- -- 75,000 2/11/01 $ 8.50 $ 4.8125 2/21/05
-- -- 75,000 2/11/02 $ 9.50 $ 4.8125 2/21/05

James Brands 100,000 4/1/99 75,000 4/5/99 $ 6.375 $ 6.375 4/30/02
Senior Executive Vice -- -- 25,000 4/21/00 $ 6.375 $ 6.375 4/30/02
President

Vance Cartee(5) 40,000 12/31/98 20,000 12/31/98 $ 5.75 $ 5.75 12/31/01
Vice President of Business -- -- 10,000 12/31/99 $ 5.75 $ 5.75 12/31/01
Development -- -- 10,000 12/31/00 $ 5.75 $ 5.75 12/31/01
25,000 5/7/99 8,500 5/7/99 $ 6.375 $ 6.375 5/7/03
-- -- 8,250 5/7/00 $ 6.375 $ 6.375 5/7/03
-- -- 8,250 5/7/01 $ 6.375 $ 6.375 5/7/03
35,000 7/26/99 11,667 7/26/99 $ 9.94 $ 9.9375 7/26/02
-- -- 11,667 7/26/00 $ 9.94 $ 9.9375 7/26/02
-- -- 11,666 7/26/01 $ 9.94 $ 9.9375 7/26/02

Michael Brenner 100,000 5/3/00 100,000 5/3/00 $ 2.69 $ 2.6875 5/3/10
General Counsel and
Executive Vice President

Edward Z. Pollock 40,000 12/31/98 20,000 12/31/98 $ 5.75 $ 5.75 12/31/01
Associate General Counsel -- -- 10,000 12/31/99 $ 5.75 $ 5.75 12/31/01
-- -- 10,000 12/31/00 $ 5.75 $ 5.75 12/31/01
25,000 5/7/99 8,500 5/7/99 $ 6.375 $ 6.375 5/7/03
-- -- 8,250 5/7/00 $ 6.375 $ 6.375 5/7/03
-- -- 8,250 5/7/01 $ 6.375 $ 6.375 5/7/03

Michael A. Summers(6) 40,000 6/1/99 15,000 6/1/99 $ 7.625 $ 7.625 6/1/03
Former Chief Accounting -- -- 15,000 6/1/00 $ 7.625 $ 7.625 6/1/03
Officer -- -- 10,000 6/1/01 $ 7.625 $ 7.625 6/1/03
</TABLE>

40
<PAGE> 44

<TABLE>
<CAPTION>
NAME OPTIONS GRANT DATE VESTING VESTING DATE EXERCISE FAIR EXPIRATION
GRANTED SCHEDULE PRICE MARKET DATE
VALUE(1)

<S> <C> <C> <C> <C> <C> <C> <C>
Philip Kernan 125,000 2/21/00 25,000 2/1/00 $ 6.00 $ 4.8125 2/21/05
President - Adesta -- -- 50,000 2/1/01 $ 8.50 $ 4.8125 2/21/05
Transportation -- -- 50,000 2/1/02 $ 9.50 $ 4.8125 2/21/05

Michael Arp(7) 40,000 1/1/99 20,000 1/1/99 $ 5.75 $ 5.75 12/31/03
Former Acting President - -- -- 10,000 1/1/00 $ 5.75 $ 5.75 12/3/103
GEC and TSCI -- -- 10,000 1/1/01 $ 5.75 $ 5.75 12/31/03
25,000 5/7/99 8,500 5/7/99 $ 6.375 $ 6.375 5/7/03
-- -- 8,250 5/31/99 $ 6.375 $ 6.375 5/7/03
-- -- 8,250 5/31/00 $ 6.375 $ 6.375 5/7/03

Richard Boyle 65,000 5/7/99 22,000 5/7/99 $ 6.375 $ 6.375 5/7/01
Patton Management -- -- 21,500 5/31/99 $ 6.375 $ 6.375 5/7/01
Corporation -- -- 21,500 5/31/00 $ 6.375 $ 6.375 5/7/01

C. Frank Swartz(8) 20,000 12/31/98 20,000 12/31/98 $ 5.75 $ 5.75 12/31/04
Director 10,000 6/9/99 10,000 6/9/99 $ 6.75 $ 6.75 6/9/02

Alec McLarty(8) 10,000 9/29/99 10,000 3/10/00 $ 8.81 $ 8.8125 9/29/02
Director

Jonathan Bratt(9) 30,000 12/31/98 30,000 12/31/98 $ 5.75 $ 5.75 7/3/04
Former Director

Thomas Davidson(10) 20,000 12/31/98 20,000 12/31/98 $ 5.75 $ 5.75 12/31/04
Former Director 10,000 5/7/99 10,000 5/7/99 $ 6.375 $ 6.375 5/8/01

Robert Young(11) 10,000 5/7/99 10,000 5/7/99 $ 6.375 $ 6.375 5/8/01
Former Director

Gideon Taylor(12) 30,000 12/31/98 30,000 12/31/98 $ 5.75 $ 5.75 7/3/04
Former Officer and Director 120,000 12/31/98 120,000 12/31/98 $ 5.75 $ 5.75 12/31/00
70,000 12/31/98 70,000 12/31/98 $ 5.75 $ 5.75 7/3/04

Jay Dominguez 20,000 12/31/98 20,000 12/31/98 $ 5.75 $ 5.75 12/31/00
Former Officer

Allen Maines 80,000 5/3/99 40,000 5/3/99 $ 6.75 $ 6.75 5/3/09
Advisory Board Chairman -- -- 10,000 11/3/99 $ 9.00 $ 9.00 5/3/09
-- -- 10,000 5/3/00 $ 2.69 $ 2.6875 5/3/09
-- -- 10,000 11/3/00 (13) 5/3/09
-- -- 10,000 5/3/01 (13) 5/3/09

Bobby Vick 10,000 5/3/99 10,000 5/3/99 $ 6.75 $ 6.75 5/3/09
Advisory Board

Paul Lapides 10,000 5/3/99 10,000 5/3/99 $ 6.75 $ 6.75 5/3/09
Advisory Board

Jeffrey Sonnenfeld 10,000 5/3/99 10,000 5/3/99 $ 6.75 $ 6.75 5/3/09
Advisory Board

Tyler Dixon 40,000 4/1/99 40,000 4/1/99 $ 6.375 $ 6.375 (14)
Consultant

Gaston Moons 50,000 12/3/198 50,000 12/31/98 $ 5.75 $ 5.75 12/31/00
</TABLE>

41
<PAGE> 45

<TABLE>
<CAPTION>
NAME OPTIONS GRANT VESTING VESTING EXERCISE FAIR EXPIRATION
GRANTED DATE SCHEDULE DATE PRICE MARKET DATE
VALUE(1)

<S> <C> <C> <C> <C> <C> <C> <C>
Total Options Granted 2,260,000
Total Options Subject to
Shareholder Approval(15) 2,189,897
</TABLE>

(1) Fair market value on date of grant.

(2) The vesting date will be the date of approval by shareholders.

(3) The exercise price will equal fair market value on the date of approval
by the shareholders.

(4) 210,000 of Mr. Gaines' stock options have been transferred to unrelated
third parties.

(5) Mr. Cartee resigned in July 2000, at that time 58,417 options had
vested. The additional options will not vest since Mr. Cartee is no
longer an employee of the Company.

(6) Mr. Summers resigned in May 2000; at that time 30,000 options had
vested. The additional options will not vest since Mr. Summers is no
longer an employee of the Company.

(7) Mr. Arp resigned in May 2000; at that time 46,750 options had vested.
The additional options will not vest since Mr. Arp is no longer an
employee of the Company.

(8) Mr. Swartz and Mr. McLarty are standing for reelection for our Board of
Directors.

(9) Mr. Bratt resigned from our Board of Directors in February 2000.

(10) Mr. Davidson resigned from our Board of Directors in January 2000.

(11) Mr. Young resigned from our Board of Directors in May 1999.

(12) Mr. Taylor resigned as an officer and from our Board of Directors in
February 1999.

(13) The exercise price will equal fair market value on the date of approval
by the shareholders.

(14) These options must be exercised within two years of the expiration of
Mr. Dixon's agreement with us (March 31, 2000), or any extension or
renewal hereof (whichever last occurs).

(15) Total Options Granted minus 41,853 options which were granted to Mr.
Cartee but did not vest and were cancelled due to his resignation,
10,000 options which were granted to Mr. Summers but did not vest and
were cancelled due to his resignation and 18,250 options which were
granted to Mr. Arp but did not vest and were cancelled due to his
resignation.

The options listed in the above chart are the only options subject to approval
in this Proposal No. 5. These options do not represent all the options we have
granted during the relevant time period. Other options were granted under our
1995 Stock Option Plan, which are referenced in other portions of this proxy
statement.

WHY WEREN'T THESE OPTIONS GRANTED UNDER THE PLAN?

Our Board of Directors administers the grant of options outside our Plan and
selects those officers and directors who are eligible for awards and the number
of shares subject to the awards. Our Board also sets the terms and conditions of
awards and determines what is necessary to administer granting the stock
options. These options were not issued under the 1995 Stock Option Plan because
we wanted to use the limited number of remaining shares available under the Plan
for non-management employees so that we could give them incentive stock options,
allowing them to benefit from more favorable tax treatment.

WHAT ARE THE ACCOUNTING CONSIDERATIONS

42
<PAGE> 46

Accounting rules require us to record a compensation expense to the extent the
fair market value of the Company's Common Stock on the date our shareholders
approve this Proposal exceeds the exercise price of the option. If the option is
fully vested on the date our shareholders approve this Proposal, the calculated
compensation will be charged to expense immediately. Otherwise, the calculated
compensation will be charged to expense ratably over the term of the option.
Approximately 84% of the options described in Proposal No. 5 will be fully
vested on the date our shareholders approve this proposal. Based upon fair
market value of the Company's Common Stock on August 17, 2000, the Company would
incur no compensation expense related to the options described in Proposal No.
5. However, the price of our Common Stock will fluctuate over time so we cannot
now predict whether there will be a compensation charge based on our price as of
the date of shareholder approval. Some compensation charge would apply if our
price is $2.45 or greater as of that date.

The table below provides a range of possible compensation charges based upon
assumed market prices of the Company's Common Stock on the measurement date.

Fair Market Value of Company Common Stock on Measurement Date

<TABLE>
<CAPTION>
$2.44 or less $3.00 $5.00 $6.00 $7.00

<S> <C> <C> <C> <C> <C>
Total Compensation Expense $-- $166 $677 $1,127 $2.305
(in thousands)
</TABLE>

BENEFITS TO OFFICERS AND DIRECTORS IF THIS PROPOSAL NO. 5 IS APPROVED

All of our current officers and directors will personally benefit from our
shareholders approving Proposal No. 5 since each would receive options described
in this Proposal. While each of our directors abstained from voting for any
grant of options from which he would personally benefit, each is recommending
that the shareholders vote for this entire Proposal, which may be considered to
be a conflict of interest.

Further, under the Florida Business Corporation Act, a transaction will not be
void or voidable because of a conflict of interest if holders of a majority of
the outstanding shares of Common Stock, other than the interested directors'
shares, approve the proposals. However, Florida law requires a higher voting
standard than Nasdaq for approval.

The higher voting requirement for potential conflict of interest transactions
under Florida law will satisfy Nasdaq rules as well. Nevertheless, because there
are other ways to satisfy Florida law with respect to potential conflict of
interest transactions, if the lower voting standard of the Nasdaq rules is met
for Proposal No. 5, and the higher Florida law standard is not met, we may
choose to deem Proposal No. 5 approved and satisfy the conflict of interest
requirements by other means.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" RATIFYING AND
APPROVING THE GRANT OF 2,189,897 STOCK OPTIONS TO CERTAIN OF OUR OFFICERS AND
DIRECTORS OUTSIDE OF OUR STOCK OPTION PLAN

43
<PAGE> 47

EXPLANATORY NOTE RELATING TO PROPOSAL NOS. 6 AND 7 REGARDING ACQUISITION OF THE
NETWORK CONSTRUCTION AND TRANSPORTATION SYSTEMS BUSINESS FROM WORLDCOM

Proposal Nos. 6 and 7 are directly related to an acquisition we completed in
June 1998. We acquired the network construction and transportation systems
businesses from WorldCom, Inc. that were then operated under the name MFS
Network Technologies, Inc. We have since divided those businesses into our
Adesta Communications and Adesta Transportation subsidiaries.

What follows is a summary description of this acquisition to assist you in
deciding how to vote on Proposal Nos. 6 and 7.

THE BUSINESSES ACQUIRED

The network construction and transportation systems businesses of WorldCom
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.
Now, as our subsidiaries Adesta Communications and Adesta Transportation, those
business provide the same services to our clients. See Appendix B for additional
information concerning our business and the business of MFS Network Technologies
before the acquisition.

The address and telephone number of Adesta Communications and Adesta
Transportation is 1200 Landmark Center, Suite 1300, Omaha, Nebraska 68102-1841,
telephone number (888) 638-6866. Our address and telephone number is 1000
Holcomb Woods Parkway, Suite 440, Roswell, GA 30076, telephone number (770)
993-1570.

No federal or state regulatory approvals were required in connection with the
acquisition.

ACQUISITION OF NETWORK CONSTRUCTION AND TRANSPORTATION SYSTEMS BUSINESS -
SUMMARY TERM SHEET

1. Purchaser:

Able Telcom Holding Corp.

2. Seller:

MFS Network Technologies, Inc. ("MFSNT"), a wholly-owned subsidiary of
MFS Communications Company, Inc., a wholly-owned subsidiary of
WorldCom.

3. Acquisition Date:

The acquisition was consummated on July 2, 1998 pursuant to a merger
agreement dated April 26, 1998 ("MFSNT Agreement") that was further
amended on September 9, 1998 (the "September Agreement").

4. Acquisition Structure:

We acquired all of the assets of the network construction and
transportation systems business of MFSNT that included the stock of MFS
Transportation Systems, Inc., MFS TransTech, Inc. and MFS Network
Technologies of the District of Columbia, Inc.

5. Consideration:

a. Cash Purchase Price: $58.8 million

b. WorldCom Option: We granted, subject to shareholder approval,
an option to WorldCom (the "WorldCom Option") to purchase up
to 2,000,000 shares of our Common Stock, at an exercise price
of $7.00 per share but subject to a 1,817,941 share maximum
issuance limitation through "cashless exercise". The value of
the WorldCom Option was estimated at the date of grant at $3.5
million.

44
<PAGE> 48

On January 8, 1999, the Company and WorldCom agreed to convert
the WorldCom Option into stock appreciation rights with
similar terms and provisions, except that the SARs provide for
the payment of cash to WorldCom based upon the appreciation of
the Company's common stock over a base price of $7.00 per
share. The SARs may revert back to the WorldCom Option
allowing for the exercise of all 2,000,000 shares if required
shareholder approval of the options is received.

c. WorldCom Phantom Stock Awards: The Company granted the right
to receive upon satisfaction of certain conditions phantom
stock awards (which are referred to in this proxy as WorldCom
SARs) equivalent of up to 600,000 shares of common stock,
payable in cash, stock, or a combination of both at our
option. The WorldCom SARs are now exercisable only on the
following two days: July 2, 2001, or July 2, 2002. 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 value
of the WorldCom SARs was estimated at the date of grant at
$0.6 million.

d. Contingent Consideration: The MFSNT acquisition agreements, as
amended, provide that on November 30, 2000, the Company shall
pay to WorldCom certain amounts, if positive: (i) the
difference between $12.0 million related to losses on MFSNT
projects in existence on March 31, 1998 and recorded by MFSNT
as of June 30, 1998, and the amount actually lost on such
contracts through November 30, 2000, and (ii) the difference
between $5.0 million and the aggregate costs incurred by us
for defense of litigation, and payments made in settlement or
in payment of judgments with respect to preacquisition
litigation. The range of cash potentially payable to WorldCom
is from $0 to $17.0 million. Presently, we do not expect to
owe WorldCom any amounts under these formulas.

6. Master Services Agreement:

In conjunction with the acquisition, we entered into a five-year
agreement with WorldCom to provide telecommunications infrastructure
services to WorldCom for a minimum of $40.0 million per year, provided
that the aggregate sum payable will be not less than $325.0 million,
including a fee of 12 percent of reimbursable costs under the
agreement. If we decline 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 amount required. We agreed that WorldCom will
have met all of its obligations to the extent that payments reach an
aggregate of $500.0 million at any time during the five-year term. The
agreement had an initial term of five years, which was extended in July
2000 to July 1, 2006. In fiscal year 1999, we recognized revenues of
approximately $61.6 million and in fiscal year 1998, $30.0 million,
from the WorldCom Master Services Agreement.

7. Other:

ADDITIONAL ACQUISITION TERMS

We were entitled to use name "MFSNT" during the 18-month transition
period commencing on July 2, 1998.

The acquisition was accounted for using the purchase method of accounting at a
total price of approximately $67.5 million of which $30 million was paid by our
issuance of a promissory note to WorldCom.

The purchase price for the acquisition consisted of the following consideration
(in millions):

<TABLE>
<S> <C>
Contract price $58.8
Transaction related costs 4.6
WorldCom Option 3.5
WorldCom Equity Award 0.6

Total Purchase Price $67.5
</TABLE>

45
<PAGE> 49

In conjunction with the acquisition, we issued the securities to WorldCom
described in Proposal No. 6 and sold the securities described in Proposal No. 7
to third parties.

In addition to the securities issued to WorldCom and the WorldCom Master
Services Agreement, on January 12, 2000, WorldCom converted approximately $25.5
million of the original $30.0 million note we issued as part of the acquisition,
into 3,050,000 shares of our Common Stock. The conversion was based on the
January 8, 2000 closing price of our Common Stock of $8.375 per share. The
remainder of the original $30.0 million note, approximately $4.5 million
including capitalized note interest, was converted into an amended and restated
note. The new WorldCom note bears interest at 11.5 percent and will mature
February 1, 2001.

The obligations under the new WorldCom note are junior and fully subordinated to
those under our 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:

- By applying 8 percent of the payment WorldCom owes us under
the WorldCom Master Services Agreement,

- By paying to WorldCom a portion of certain proceeds received
by us upon the sale of certain conduit assets, and

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

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

- Require us to pay a 13.5 percent annual default rate of
interest as long as we are in default,

- Reduce the minimum yearly and aggregate revenues we would
otherwise receive under the WorldCom Master Services Agreement, and

- Refuse to give us additional work under the WorldCom Master
Services Agreement while we are in default.

REASONS FOR THE ACQUISITION

The acquisition was deemed beneficial to us and our shareholders by our Board of
Directors for the following reasons:

- In order to expand in the domestic market, we have pursued a
strategy of growth through strategic acquisitions since December 1995. In
general, this acquisition strategy was designed to decrease our exposure in
foreign markets. As a result of our acquisition strategy, we acquired seven
businesses including the businesses of MFS Network Technologies. The acquisition
further increased our United States operations.

- The services provided by MFS Network Technologies were
complementary to the services provided by us and our other subsidiaries prior to
the date of the acquisition.

- The WorldCom Master Services Agreement provides a steady
revenue stream to us for a number of years and allows our existing partners and
customers to bid on contracts with WorldCom.

- The acquisition increased our market share in the
telecommunications industry.

DETAILED FINANCIAL AND TRANSACTION INFORMATION

See Appendix B for

- selected financial data included in our (A) Annual Report on
Form 10-K for fiscal year ended October 31, 1998, (B) Amended Annual Report on
Form 10-K for the fiscal year ended October 31, 1999 (collectively, the "Form
1999 10-K"), and (C) Current Report on Form 8-K as filed July 16, 1998, as
amended August 31, 1998, as

46
<PAGE> 50

further amended October 2, 1998, and as further amended May 30, 2000
(collectively, the "MFSNT Acquisition 8-K"); and

- Management's Discussion and Analysis of Financial Condition
and Results of Operations for us and MFS Network Technologies. Copies of the
Form 1998 10-K, Form 1999 10-K and MFSNT Acquisition 8-K are being mailed with
these Proxy Materials.

See Appendix C for

- financial statements for MFS Network Technologies; and

- combined pro forma financial information for us and MFS
Network Technologies.

47
<PAGE> 51
PROPOSAL NO. 6:

TO APPROVE ISSUING UP TO 2,600,000 SHARES OF OUR COMMON STOCK TO WORLDCOM IF IT
EXERCISES OPTIONS AND STOCK APPRECIATION RIGHTS IT OBTAINED FROM US WHEN WE
ACQUIRED THE NETWORK CONSTRUCTION AND TRANSPORTATION SYSTEMS BUSINESS FROM
WORLDCOM. ISSUANCE OF THESE SHARES MUST BE APPROVED BY THE SHAREHOLDERS
PURSUANT TO NASDAQ RULES.

WHAT ARE THE OPTIONS AND STOCK APPRECIATION RIGHTS CURRENTLY HELD BY WORLDCOM
AND HOW DID THEY ACQUIRE THEM?

In conjunction with our acquisition of the network construction and
transportation systems business of MFS Network Technologies, Inc. from WorldCom
in July 1998, we granted WorldCom the following securities:

- an option to purchase up to 2,000,000 shares of our Common
Stock, at an exercise price of $7.00 per share.

- SAR awards equal to 600,000 shares of Common Stock, which when
exercised, would entitle WorldCom to receive in cash or Common Stock the
difference between $5.0938 per share, the then fair market value of our Common
Stock, and the market price of our Common Stock on the date WorldCom exercises
the SAR, up to a maximum of $15 million ($25.00 per share) in cash or Common
Stock at our discretion (the "Initial WorldCom SAR").

To finance a portion of the acquisition, we also issued to third parties 4,000
shares of Series B Convertible Preferred Stock and warrants to purchase up to
1,000,000 shares of Common Stock at $19.80 per share. Nasdaq took the position
that the WorldCom Option, the Initial WorldCom SAR, and these additional
security issuances to third parties should be integrated for purposes of
determining whether shareholder approval would be required under Nasdaq's
shareholder approval rules. The integration would have inadvertently caused us
to violate the Nasdaq rules unless we modified the WorldCom Option, because we
would have issued more than 20% of our outstanding Common Stock in connection
with the acquisition.

Because of the issues raised by the Nasdaq rules, unless and until we received
shareholder approval of the WorldCom Option, the WorldCom Option has been
converted to additional SARs for 2,000,000 shares of Common Stock. If these SARs
were exercised, WorldCom would receive cash in the amount of the difference
between $7.00 per share and the market price of our Common Stock on the date
WorldCom exercises the SAR, multiplied by the number of shares subject to
exercise up to a maximum of 2,000,000 shares (the "Additional WorldCom SAR"). We
have also entered into an agreement with WorldCom describing the terms upon
which the Initial WorldCom SAR would actually be granted to WorldCom, including
the receipt of shareholder approval.

WHAT IS THE EFFECT OF SHAREHOLDER APPROVAL OF THIS PROPOSAL?

If shareholders approve Proposal No. 6, the WorldCom Option as modified will
again become an option and the modification converting it into additional SARs
will automatically terminate. Thus, WorldCom will own the WorldCom Options and
the Initial WorldCom SAR. If shareholders do not approve Proposal No. 6,
WorldCom will own the Initial WorldCom SAR and the additional WorldCom SAR, but
they will not be payable at our option with stock and the Additional WorldCom
SAR. The following chart summarizes the terms of the securities held by WorldCom
and results of shareholder approval and nonapproval of Proposal No. 6.

IF SHAREHOLDERS APPROVE PROPOSAL NO. 6:

<TABLE>
<CAPTION>
WORLDCOM OPTION INITIAL WORLDCOM SAR(1)

<S> <C> <C>
Type of Security Stock options Stock appreciation right awards

Type of Property Issuable 2,000,000 shares of Common Stock Cash, Common Stock, or any
Pursuant to Exercise of combination, at our discretion
Security

Aggregate Base Common N/A 600,000 shares
Stock
</TABLE>

48
<PAGE> 52

<TABLE>
<S> <C> <C>
Exercise Price(2) $7.00 per share $5.0938 per share(3)

Ceiling Collar Price, if any None $32.0938 per share(3)
(2)

Determination of Amount of Number of shares exercised by Difference between the exercise price
Property Issuable WorldCom and the fair market value of our
Common Stock on the date of exercise
of the SAR, subject to the Ceiling
Collar Price

Exercise Period/Dates January 1, 2000 through January 2, 2002 July 1, 2000, July 2, 2001 or July 2,
2002

Other Material Terms Any stock issued pursuant to the SARs Any stock issued pursuant to the SARs
must be registered with the SEC must be registered with the SEC

Maximum Consideration $14 million $0
Payable to Us

Maximum Consideration 2,000,000 shares of Common Stock $15 million in cash, stock or a
Payable to WorldCom combination
</TABLE>

(1) The value of an SAR is determined by subtracting the exercise price
from the fair market value of Common Stock on the exercise date. For
example, if WorldCom exercised 1,000 SARs when the fair market value of
our Common Stock was $10.0938 per share, then the value of the SARs
exercised would be equal to $5,000 ($10.0938 (fair market value) less
$5.0938 (exercise price) x 1000 shares (SARs exercised)).

(2) May be adjusted in the event of any capital restructuring such as stock
splits, recapitalization or reclassification of our Common Stock.

(3) If the fair market value of our Common Stock as of the date immediately
preceding our issuing the Initial WorldCom SAR is greater than the
exercise price of $5.0938, then we will adjust the exercise price to
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.
Additionally, the Aggregate Base Common Stock will be adjusted by

-multiplying 600,000 by a fraction,
-the numerator of which shall be the adjusted exercise price,
and
-the denominator of which shall be $5.0938;

up to a maximum of 700,000 shares of Common Stock.

IF SHAREHOLDERS DO NOT APPROVE PROPOSAL NO. 6

<TABLE>
<CAPTION>
ADDITIONAL WORLDCOM SAR INITIAL WORLDCOM SAR

<S> <C> <C>
Type of Security Stock appreciation right awards Stock appreciation right awards

Type of Property Issuable Cash Cash
Pursuant to Exercise of
Security

Aggregate Base Common Stock 2,000,000 shares 600,000 shares

Exercise Price(1) $7.00 per share $5.0938 per share(2)

Ceiling Collar Price, if any None $32.0938 per share(2)
(1)
</TABLE>

49
<PAGE> 53

<TABLE>
<S> <C> <C>
Determination of Amount of Difference between the exercise price Difference between the exercise price
Property Issuable and the fair market value of our and the fair market value of our
Common Stock on the date of exercise Common Stock on the date of exercise
of the SAR of the SAR, subject to the Ceiling
Collar Price

Exercise Period/Dates On or after January 1, 2000 July 1, 2000, July 2, 2001 or July 2,
2002

Other Material Terms None None

Maximum Consideration $0 $0
Payable to Us

Maximum Consideration Unlimited. If more than $10 million in $15 million in cash
Payable to WorldCom any 12 month period, we can pay the
excess with a promissory note at 10%
interest per annum
</TABLE>

(1) May be adjusted in the event of any capital restructuring such as stock
splits, recapitalization or reclassification of our Common Stock.

(2) If the fair market value of our Common Stock as of the date immediately
preceding our issuing the Initial WorldCom SAR is greater than the
exercise price of $5.0938, then we will adjust the exercise price to
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.
Additionally, the Aggregate Base Common Stock will be adjusted by

-multiplying 600,000 by a fraction,
-the numerator of which shall be the adjusted exercise price,
and
-the denominator of which shall be $5.0938;

up to a maximum of 700,000 shares of Common Stock.

REASONS FOR APPROVING PROPOSAL NO. 6.

If our shareholders approve Proposal No. 6, the WorldCom Option can result in a
payment from WorldCom to us of up to $14 million and the Initial WorldCom SAR
may be payable in stock, rather than cash, at our option. The maximum number of
shares payable would be 2,600,000, which as of August 17, 2000 would be 13.7% of
our outstanding Common Stock after issuance. Any cash received upon the exercise
of WorldCom Options would be used to repay a portion of our existing debt
obligations to WorldCom, if any, and for general corporate and working capital
purposes. At worst, if WorldCom exercised all of its Initial WorldCom SAR and
chose to make payment in cash, we would have to pay no more than $15 million.

On the other hand, if the shareholders do not approve Proposal No. 6, no cash
would be paid by WorldCom to us upon exercise of their securities. We could not
issue any stock to WorldCom without violating Nasdaq rules and risking the
delisting of our Common Stock. If we do not issue the stock, we will become
obligated to pay a potentially unlimited amount of cash and notes to WorldCom
under the Initial Worldcom SAR and the Additional WorldCom SAR, depending on the
fair market value of our Common Stock when exercised. We would have only 15 to
30 days to pay WorldCom if it exercised these SARs. Any payments due to WorldCom
could be significant, depending on the number of SARs exercised and the then
fair market value of our Common Stock, and could severely diminish our existing
cash flow, working capital and availability under our credit facility, as well
as adversely impact our business and financial condition. Also, while our 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 for cash
or for stock.

In addition, we want to encourage WorldCom to continue to hold an equity
position in us, given the current, as well as contemplated, volume of business
conducted between WorldCom affiliates and us. For instance, we and WorldCom have
signed an eight-year Master Services Agreement where we are providing
telecommunications infrastructure services to WorldCom affiliates. This
agreement is expected to provide potential revenues to us of more than $900
million over its eight year period.

50
<PAGE> 54

THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" APPROVING OUR ISSUING UP TO
2,600,000 SHARES OF OUR COMMON STOCK TO WORLDCOM IF IT EXERCISES OPTIONS AND
STOCK APPRECIATION RIGHTS IT OBTAINED FROM US WHEN WE ACQUIRED THE NETWORK
CONSTRUCTION AND TRANSPORTATION SYSTEMS BUSINESS FROM WORLDCOM.

51
<PAGE> 55

PROPOSAL NO. 7

TO APPROVE ISSUING SHARES OF OUR COMMON STOCK IN CONNECTION WITH
OUTSTANDING SERIES B SECURITIES ISSUED TO FINANCE THE ACQUISITION
FROM WORLDCOM OF THE NETWORK CONSTRUCTION AND TRANSPORTATION SYSTEMS
BUSINESS FROM WORLDCOM. THIS PROPOSAL RELATES TO 1,627,031 SHARES CURRENTLY
ISSUABLE UNDER THESE SECURITIES PLUS ADDITIONAL SHARES WHICH MAY BE REQUIRED TO
BE ISSUED PURSUANT TO ANTI-DILUTION PROVISIONS CONTAINED IN THE WARRANTS
DESCRIBED. ISSUANCE OF THESE SHARES, WHEN COMBINED WITH 1,875,960 SHARES OF
COMMON STOCK ALREADY ISSUED TO HOLDERS OF OUR SERIES B PREFERRED STOCK, MUST
BE APPROVED BY THE SHAREHOLDERS PURSUANT TO NASDAQ RULES.

BACKGROUND

A portion of the consideration for the acquisition of MFS Network Technologies
from WorldCom was paid in cash. To generate a portion of the cash necessary to
pay these amounts, we issued 4,000 shares of Series B Convertible Preferred
Stock and warrants to purchase up to an aggregate of 1,000,000 shares of our
Common Stock at an exercise price of $19.80. We received $18.1 million in net
proceeds from issuing these securities and used the net proceeds to pay a
portion of the acquisition price to WorldCom and to pay approximately $4.6
million in other costs associated with the acquisition.

During the fiscal year ended October 31, 1998, the holders of the Series B
Convertible Preferred Stock elected to convert 436 shares into Common Stock at
an average conversion price of approximately $2.18 per share. We issued
1,007,927 shares of Common Stock in conversion of these shares. We then redeemed
2,785 shares of Series B Convertible Preferred Stock for cash, leaving 779
shares of Series B Convertible Preferred Stock outstanding.

We also redeemed 630,000 of the warrants for $3.00 per share. The exercise price
for the remaining 370,000 warrants was reduced to $13.50 in connection with the
holders' waiving defaults under the terms of the Series B Convertible Preferred
Stock. As additional consideration for the waiver, the expiration date of the
warrants was extended from June 30, 2003 to January 13, 2005. This warrant
expiration will be extended one day for each day after July 17, 2000 until a
registration statement covering the underlying shares is declared effective.
Under Nasdaq rules, we cannot issue shares pursuant to these warrants without
shareholder approval.

In February 2000, we redeemed the remaining 779 shares of Series B Convertible
Preferred Stock by paying approximately $10.9 million in cash, issuing 801,787
shares of Common Stock and issuing new warrants to purchase 66,246 shares of
Common Stock at $.01 per share. The 66,246 warrants have since been exercised to
purchase 66,246 shares of Common Stock. We also agreed to issue an additional
1,057,031 shares of Common Stock and additional warrants to purchase 200,000
shares of Common Stock at $10.125 per share, following shareholder approval as
required by Nasdaq rules. The 200,000 warrants will have an expiration date of
February 3, 2005 and will be extended one day for each day after November 30,
2000 until a registration statement covering the underlying shares is declared
effective.

We raised the cash portion of the redemption price by selling the Series C
Convertible Preferred Stock and warrants discussed in Proposal No. 8.

The following table summarizes the current holdings of Common Stock and warrants
resulting from the transactions described above and relevant to Proposal No. 7.

52
<PAGE> 56

<TABLE>
<S> <C> <C>
Shares of Series B Convertible Preferred Stock outstanding ..................... 0

Shares of Common Stock issued upon conversion of Series B
Convertible Preferred Stock(1) ............................................ 1,007,927

Shares of Common Stock issued in redemption of Series B
Convertible Preferred Stock(1) ............................................ 801,787

Shares of Common Stock issued upon exercise of Warrants to
purchase Common Stock at $.01 per share(1) ................................ 66,246
---------

TOTAL SHARES ISSUED TO SERIES B CONVERTIBLE PREFERRED
STOCK HOLDERS ............................................................. 1,875,960

Shares of Common Stock to be issued in redemption of Series
B Convertible Preferred Stock upon shareholder approval
(1)(5) .................................................................... 1,057,031

Shares of Common Stock issuable upon exercise of Warrants
to purchase Common Stock at $13.50 per share and upon
shareholder approval(1)(2)(3)(4) .......................................... 370,000

Shares of Common Stock issuable upon exercise of Warrants
to purchase Common Stock at $10.125 per share and upon
shareholder approval(1)(2)(4) ............................................. 200,000
---------

TOTAL SHARES SUBJECT TO SHAREHOLDER APPROVAL UNDER PROPOSAL
NO. 7 ..................................................................... 1,627,031
---------

Totalshares of Common Stock issued and issuable to Series B Convertible
Preferred Stock holders after approval of
Proposal No. 7 ............................................................ 3,502,991
=========
</TABLE>

(1) Subject to registration rights.

(2) Each of these warrants has a "cashless exercise" feature. A "cashless"
exercise means that a person exercising their securities will receive
shares of Common Stock with a total market value equal to the per share
excess of the market value of the Common Stock over the exercise price
multiplied by the number of shares being exercised.

(3) We have the right to redeem these warrants for $35.00 per share unless
we are in default under the warrants. Because we have not yet
registered the underlying Common Stock, we currently do not have the
right to redeem these warrants.

(4) No holder may exercise warrants that would cause it to own more than
4.99% of the outstanding shares of our Common Stock on the date of
exercise.

(5) If we do not obtain shareholder approval to issue these shares, we must
pay Palladin $4,228,124 instead of issuing the shares.

WHAT ARE THE REGISTRATION RIGHTS WITH RESPECT TO THE SECURITIES DESCRIBED IN
THIS PROPOSAL?

Holders of all of the shares and warrants described in this Proposal No. 7 have
the right to have their Common Stock registered under the Securities Act of 1933
on Form S-1. Those shares and warrants are designated with footnote (1) in the
table above. We have filed a registration statement with the SEC covering those
shares but have not completed the process for having this registration statement
declared effective. The holders have extended our registration deadline to
November 30, 2000.

Generally, the holders of the securities listed above have a right to cash
payments and other consideration if we do not timely register the shares or
maintain our listing on Nasdaq or another approved market. Specifically, if we
do not timely register the holders' shares, the exercise price of the various
warrants is reduced by 1% if our registration is late by 1 to 30 days, and 1.5%
for each 30-day period thereafter. If during the registration period our Common
Stock is

53
<PAGE> 57

delisted, we owe cash penalty payments of 3% of the value of the Common Stock
owned or issuable to the holder for each 30 day period the Common Stock is not
listed. If we fail to make any of these payments, the warrant exercise price is
reduced by 30% and the holder can require us to redeem the Common Stock at 130%
of their value, plus the delinquent amounts.

INTEREST OF CERTAIN PERSONS

The 2,785 shares of Series B Convertible Preferred Stock which we redeemed had
been purchased from the original holders by Cotton Communications, Inc. The sole
shareholder, officer and director of Cotton was Tyler Dixon. Mr. Dixon is a
partner with the law firm of Raiford, Dixon & Thackston, LLP, to which we paid
$125,000 and $297,000 in legal fees during fiscal 1998 and fiscal 1999,
respectively. He also serves as a consultant to us.

Cotton received no cash consideration from us in connection with the redemption.
As a convenience to us, we had provided Cotton with an advance of funds to
purchase those shares from the initial investors in connection with the initial
investors' waiving certain of our defaults under the Series B Convertible
Preferred Stock. The consideration for the redemption of the shares from Cotton
was merely cancellation of the advance. However, we also agreed to continue
using Mr. Dixon's legal services and we waived any conflicts associated with the
legal services he performed in this regard.

REASONS FOR APPROVING PROPOSAL NO. 7

We believe that it is in our shareholders' best interest for the Series B
investors to receive the 1,627,031 additional shares. These shares allowed us to
acquire Adesta Communications and Adesta Transportation from WorldCom, thus
increasing our revenues by five-fold. These shares also allowed us the
flexibility to defer certain obligations we had to the Series B holders that we
were unable to fulfill at the time. Finally, a portion of the rights associated
with these shares were given in consideration of the Series B investors'
cooperation in effecting the Sirit litigation settlement described in Proposal
No. 9.

If Proposal No. 7 is not approved, we would not be able to issue the shares and
warrants to the holders without violating Nasdaq rules that could cause our
stock to be delisted. We would be forced to either risk delisting, or fail to
issue the shares under our agreements with Series B investors. The consequences
of not issuing the shares include the penalties described above for failing to
timely register the shares. They also include a $4.2 million cash payment that
we would owe to some of the Series B investors for failure to issue an aggregate
of 1,057,031 shares of Common Stock. This could materially and adversely affect
our cash flow and materially and adversely affect our operations because

- we would immediately be obligated to pay this amount,

- any payments could severely diminish our existing cash flow,
working capital and availability under our credit facility, as
well as adversely impact our business and financial
conditions, and

- it could result in a default under our senior credit facility.

WHY DOESN'T THE PROPOSAL SPECIFY THE NUMBER OF SHARES TO BE ISSUED?

Under the current terms of the warrants described in this proposal, we are
currently obligated to issue 570,000 shares of Common Stock. However, we cannot
determine at this time how many additional shares may be issued upon exercise of
these warrants pursuant to certain anti-dilution provisions which provide that
the number of shares issuable upon exercise could be changed to reflect stock
splits, stock dividends, mergers or similar transactions and reorganizations or
reclassifications of our Common Stock. This could result in a greater number of
shares being issued upon their exercise.

We cannot determine at this time what adjustments may be made under the terms of
these warrants. Accordingly, we are seeking shareholder approval for an
indeterminate number of shares of Common Stock issuable as a result of these
adjustments. As with all additional issuances of Common Stock, these issuances
pursuant to anti-dilution adjustments will cause additional dilution to the then
existing holders of the Common Stock.

WHAT IS THE EFFECT OF SHAREHOLDER APPROVAL OF THIS PROPOSAL?

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Assuming our shareholders approve Proposal No. 7 and we issue all 1,627,031
shares described in this proposal, along with the 1,875,960 shares we previously
issued to the same holders, those holders would have received a total of
3,502,991 shares of Common Stock. As of August 17, 2000, this would have
represented 29.6% of our outstanding Common Stock immediately after the
issuance.

Assuming all the warrants described in this Proposal No. 7 were exercised for
cash as of August 17, 2000, we would receive proceeds of approximately $6.9
million. Any cash received upon the exercise of those warrants would be used to
reduce our debt and for general corporate and working capital purposes. However,
holders of the warrants have the right to exercise those warrants on a "cashless
basis", as described above. We would receive no proceeds from warrants exercised
on a cashless basis but the number of shares issued would be less.

THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" APPROVING OUR ISSUING SHARES
OF OUR COMMON STOCK IN CONNECTION WITH OUTSTANDING SERIES B SECURITIES
ISSUED TO FINANCE THE ACQUISITION OF THE NETWORK CONSTRUCTION AND
TRANSPORTATION SYSTEMS BUSINESS FROM WORLDCOM.

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PROPOSAL NO. 8

TO APPROVE ISSUING SHARES OF OUR COMMON STOCK TO HOLDERS OF SERIES C
CONVERTIBLE PREFERRED STOCK AND WARRANTS UPON THE CONVERSION OR EXERCISE OF
THOSE SECURITIES. THE PROPOSAL RELATES TO 4,700,000 SHARES CURRENTLY ISSUABLE
UNDER THE SERIES C PREFERRED STOCK AND WARRANTS PLUS ADDITIONAL SHARES WHICH
MAY BE REQUIRED TO BE ISSUED PURSUANT TO ANTI-DILUTION PROVISIONS CONTAINED IN
THE PREFERRED STOCK AND WARRANTS. ISSUANCE OF THESE SHARES MUST BE APPROVED
BY THE SHAREHOLDERS PURSUANT TO NASDAQ RULES.

BACKGROUND

In February 2000, we created and sold 5,000 shares of a new series of preferred
stock, the Series C Convertible Preferred Stock, and warrants to purchase
200,000 shares of Common Stock at $10.75 a share, for aggregate proceeds of $15
million to us. We used a portion of this $15 million to repurchase certain of
our remaining shares of Series B Convertible Preferred Stock and the rest for
general working capital purposes.

In connection with our settlement of the Sirit litigation described in Proposal
No. 9, we modified the terms of the Series C Convertible Preferred Stock and
agreed to issue to the Series C Convertible Preferred Stock holders additional
warrants to purchase 375,000 shares of Common Stock at $6.00 per share and
warrants to purchase 375,000 shares of Common Stock at $8.00 per share. The
descriptions below of the Series C Convertible Preferred Stock and the warrants
incorporate these modifications.

Series C Convertible Preferred Stock. The Series C Convertible Preferred Stock
is non-voting, pays dividends at a rate of 5.9% of the stated $3,000 value of
each share and is convertible at the option of the holder into Common Stock at a
conversion price of $4.00 per share. The conversion rights may be exercised on
the earlier of the date of shareholder approval of this Proposal No. 8 and
Proposal No. 2(A), or December 1, 2000. We must pay dividends accrued through
November 30, 2000 by December 31, 2000, in cash, or the accrued dividends will
be added to the $3,000 stated value of each share.

Conversion Rights. If holders of Series C Convertible Preferred Stock could
convert to Common Stock as of August 17, 2000, they would be entitled to
3,750,000 shares of Common Stock ($3,000 (stated value) divided by $4.00
(conversion price) multiplied by 5,000 (number of Series C shares outstanding)),
or 18.6% of our outstanding shares immediately following the conversion. The
$4.00 conversion price is subject to adjustment for stock splits, stock
dividends, mergers or similar transactions, and reorganizations or
reclassifications of our Common Stock, or if we issue Common Stock or
convertible securities at a price less than the conversion price or at a
variable price. The conversion price is also subject to adjustment if certain
events, like the registration of the underlying Common Stock by November 30,
2000, do not occur. Because of these potential adjustments, these securities may
be convertible at a price that is not now readily determinable. Because the
conversion price may be reduced, resulting in our issuing more shares of Common
Stock than originally contemplated, our then-existing holders of the Common
Stock will face additional dilution.

Holder Redemption Rights. In addition to our redemption obligations if we do not
timely register the Common Stock as described below, we may be required to
redeem the Series C Convertible Preferred Stock if shareholders do not approve
this Proposal No. 8. See the discussion below under "What Happens if our
Shareholders Do Not Approve This Proposal?" We would have five business days to
make the redemption payments.

Furthermore, if we enter into a major transaction such as a merger, sale of all
or substantially all of our assets or a purchase, tender or exchange offer
accepted by holders of more than 30% of our outstanding shares of Common Stock,
the holders can require us to redeem the Series C Convertible Preferred Stock
for 120% of the liquidation value. For reference purposes, the aggregate
liquidation value of the Series C Convertible Preferred Stock on August 17, 2000
was $15 million. This redemption payment would be required to be made before
consummation of the major transaction.

The Warrants. Holders of the Series C Convertible Preferred Stock hold the
following warrants to purchase Common Stock:

- 200,000 at $10.75 per share, expiring February 4, 2005;

- 375,000 at $6.00 per share, expiring July 6, 2002; and

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- 375,000 at $8.00 per share, expiring July 6, 2002.

The exercise prices of these warrants are subject to adjustment for stock
splits, stock dividends, mergers or similar transactions, and reorganizations or
reclassifications of our Common Stock, or if we issue Common Stock or
convertible securities at a price less than the exercise price or the fair
market value of our Common Stock.

WHAT ARE THE REGISTRATION RIGHTS WITH RESPECT TO THE SECURITIES DESCRIBED IN
THIS PROPOSAL?

Holders of the Series C Convertible Preferred Stock have the right to have the
Common Stock issued upon conversion of the Series C Convertible Preferred Stock
and upon exercise of their warrants registered under the Securities Act of 1933
on Form S-1. Our registration obligations cover all of the Common Stock issuable
upon conversion of the Series C Convertible Preferred Stock, plus 997,500 shares
issuable pursuant to exercise of the warrants, plus any shares issued as
anti-dilution adjustments. We have until November 30, 2000 to register these
securities.

If we do not timely register the holders' shares issuable upon conversion of the
Series C Convertible Preferred Stock, the conversion price of the Series C
Convertible Preferred Stock is reduced by 10% on December 1, 2000, and an
additional 1% for each 30-day period thereafter. If we do not timely register
the holder's shares issuable upon exercise of the warrants, the exercise price
of the warrants is reduced by 1% on December 1, 2000, and 1.5% for each 30-day
period thereafter.

If we fail to timely register the shares, the holders would also have the right
after December 1, 2000 to require us to redeem for cash all of the Series C
Convertible Preferred Stock, for the greater of 120% of the liquidation value or
a price based on a formula incorporating the trading price of our Common Stock.
As measured on August 17, 2000, the trading price of our Common Stock would have
to be greater than $4.80 per share for the formula to produce a redemption price
greater than 120% of the liquidation value measured as of August 17, 2000.

For 90 days after the registration statement is effective, neither we nor any of
our subsidiaries may issue any equity securities or instruments or rights
convertible into or exchangeable or exercisable for any equity securities
except:

- issuances pursuant to currently outstanding convertible
securities;

- shares issued pursuant to our Stock Option Plan; or

- options otherwise issued to our employees.

DELINQUENT PAYMENTS

If we fail to timely pay any redemption price or any other penalty we are
obligated to pay to holders of the Series C Convertible Preferred Stock, the
holders can require us to redeem all of the Series C Convertible Preferred
Stock, all of the Series C warrants held by them, and any shares of Common Stock
issued upon conversion or exercise of those securities. The redemption price
would be the greater of

- 1.20 multiplied by the conversion price on the date of
redemption multiplied by the total number of shares of Common Stock being
redeemed plus Common Stock issuable upon conversion or upon exercise; or

- a price based on a formula incorporating the trading price of
our Common Stock. Based on the conversion value of the Series C Convertible
Preferred Stock on August 17, 2000, the trading price of our Common Stock would
have to be greater than $6.01 per share for the formula to produce a redemption
price greater than the formula based on the conversion price measured as of
August 17, 2000.

We also would be required to pay default interest at 2% per month for any
delinquent amounts.

WHY DOESN'T THE PROPOSAL SPECIFY THE NUMBER OF SHARES TO BE ISSUED?

Based on conversion prices as of August 17, 2000, the holders of Series C
Convertible Preferred Stock are entitled to receive up to 4,700,000 shares of
Common Stock, 3,750,000 of which would arise from conversion of their Series C
Convertible Preferred Stock and 950,000 of which would arise from exercise of
their warrants. However, the conversion price of the Series C Convertible
Preferred Stock may be lowered upon stock splits, stock dividends, mergers or
similar transactions, and reorganizations or reclassifications of our Common
Stock, or if we issue Common

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Stock or convertible securities at a price less than the conversion price. A
lower conversion price would result in a greater number of shares issued upon
conversion. Similarly, the exercise price of the warrants may be lowered upon
the occurrence of similar events, with a corresponding increase in the number of
shares purchasable pursuant to those warrants.

We cannot determine at this time what adjustments may be made to the conversion
price and exercise price, if any. Accordingly, we are seeking shareholder
approval for an indeterminate number of shares of Common Stock issuable as a
result of these adjustments. As with all additional issuances of Common Stock,
these issuances pursuant to anti-dilution adjustments will cause additional
dilution to the then existing holders of the Common Stock.

REASONS FOR APPROVING PROPOSAL NO. 8

We believe that it is in our shareholders' best interest for the holders of the
Series C Preferred Stock and warrants to receive the 4,700,000 shares of Common
Stock upon conversion or exercise of their securities, plus an additional number
of shares of Common Stock issuable pursuant to the anti-dilution provisions of
those securities. The Series C securities were issued to redeem some of our
obligations to holders of Series B Convertible Preferred Stock, which
obligations we were unable to fulfill at the time. The holders of the Series C
Preferred Stock and warrants also cooperated with us in effecting the Sirit
litigation settlement described in Proposal No. 9.

Shareholder approval of this Proposal No. 8 is the first step in the process to
eliminate the Series C Convertible Preferred Stock and warrants because it will
allow the holders to convert and exercise their securities for Common Stock.
However, prior to conversion of the Series C Convertible Preferred Stock, we
will continue to be bound by the terms of that series, including our obligation
to have a registration statement declared effective by November 30, 2000. Even
if the shareholders approve the issuance of shares of Common Stock issuable upon
conversion or exercise of the Series C securities, we could still be in default
of our other obligations which would give the holders the right to require us to
redeem the Series C Common Stock for cash, as described above.

WHAT IS THE EFFECT OF SHAREHOLDER APPROVAL OF THIS PROPOSAL?

Assuming our shareholders approve Proposal No. 8, the 4,700,000 shares of Common
Stock we would issue pursuant to conversion of the Series C Convertible
Preferred Stock and exercise of the warrants would represent 22.3% of our
outstanding Common Stock immediately after issuance, as of August 17, 2000. The
actual percentage may be higher or lower at the time we issue the shares,
depending on the number of shares of Common Stock outstanding at the time and
depending on the effect, if any, of the anti-dilution provisions in the Series C
Convertible Preferred Stock and the warrants.

Assuming all the warrants to purchase 950,000 shares of Common Stock were
exercised as of August 17, 2000, we would have received proceeds of
approximately $7.4 million. Any cash received upon the exercise of the warrants
would be used to reduce our debt and for general corporate and working capital
purposes.

WHAT HAPPENS IF OUR SHAREHOLDERS DO NOT APPROVE THIS PROPOSAL?

If our shareholders do not approve Proposal No. 8, we will not be able to issue
the Common Stock issuable upon conversion of the Series C Preferred Stock and
upon exercise of the warrants without violating Nasdaq rules and risking the
delisting of our stock. If we do not issue the shares, we will be required to
pay the following cash amounts:

- a cash penalty of $450,000 for each 30 days we delay issuing
the Common Stock upon conversion, based on the August 17, 2000 liquidation value
of the Series C Convertible Preferred Stock, which liquidation value is $15
million in the aggregate; and

- the cash redemption price of the shares of the Series C
Preferred Stock, redeemable at the holders' option after December 1, 2000, for
the greater of 120% of the liquidation value -- approximately $18.0 million as
of August 17, 2000 - or a price based on a formula incorporating the trading
price of our Common Stock. Based on the conversion value of the Series C
Convertible Preferred Stock on August 17, 2000, the trading price of our Common
Stock would have to be greater than $4.80 per share for the formula to produce a
redemption price greater than 120% of the liquidation value on August 17, 2000;

Any cash payments would materially and adversely affect our cash flow because:

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- we only have five business days to redeem the Series C
Preferred Stock;

- the payments could be significant, depending on the amount,
penalties, number of shares to be redeemed, or other monetary obligations
relating to the Series C securities, and could severely diminish our existing
cash flow, working capital and availability under our credit facility, as well
as adversely impact our business and financial conditions; and

- could result in a default under our senior credit facility.

A redemption payment could also result in a default in one or more of our other
obligations, including our obligations to senior lenders under our credit
facility. Those defaults would have a material adverse impact on our business,
financial condition, results of operations and cash flow.

THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" APPROVING OUR ISSUING SHARES
OF OUR COMMON STOCK TO HOLDERS OF SERIES C CONVERTIBLE PREFERRED STOCK AND
WARRANTS UPON THE CONVERSION OR EXERCISE OF THOSE SECURITIES.

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PROPOSAL NO. 9

TO APPROVE ISSUING SHARES OF OUR COMMON STOCK IN CONNECTION WITH A LITIGATION
SETTLEMENT BETWEEN US AND SIRIT TECHNOLOGIES. THE PROPOSAL RELATES TO UP TO
5,011,511 SHARES CURRENTLY ISSUABLE TO SIRIT, PLUS ADDITIONAL SHARES WHICH MAY
BE REQUIRED TO BE ISSUED PURSUANT TO PREEMPTIVE AND ANTI-DILUTION RIGHTS HELD BY
SIRIT. ISSUANCE OF THESE SHARES MAY BE SUBJECT TO APPROVAL BY THE SHAREHOLDERS
PURSUANT TO NASDAQ RULES.

BACKGROUND

In May 1998, SIRIT Technologies, Inc. filed a lawsuit against us and Thomas M.
Davidson, a former member of our Board of Directors. Sirit sued for tortious
interference, fraudulent inducement, negligent misrepresentation and breach of
contract in connection with our acquisition of Adesta Communications and Adesta
Transportation from WorldCom. In May 2000, the jury awarded Sirit compensatory
damages against us in the amount of $1.2 million and punitive damages in the
amount of $30.0 million. Additionally, the Court assessed punitive damages
against Mr. Davidson.

In August 2000, we and Sirit, among others, entered into a settlement agreement
which resulted in the court's entry of a consent judgment vacating the $31.2
million judgment. As part of the Sirit settlement, we agreed to issue Sirit and
its affiliates, subject to using our best efforts to obtain shareholder
approval,

- 4,074,597 shares of our Common Stock, and

- an additional 936,914 shares of Common Stock at such time as
holders of the Series C Convertible Preferred Stock have converted their shares
of Series C Convertible Preferred Stock into Common Stock. This amount assumes
that the Series C Convertible Preferred Stock has a $15.0 million face value and
is converted at a conversion price of $4.00 per share, which numbers were
accurate as of August 17, 2000.

Holders of the Series B Convertible Preferred Stock and warrants and holders of
the Series C Convertible Preferred Stock and warrants modified their own rights
to help convince Sirit to enter into the settlement agreement.

OUR OBLIGATIONS TO REGISTER THE SIRIT SHARES.

We have agreed to use our best efforts to obtain all necessary corporate,
regulatory and other third party consents to register the Sirit shares by
November 30, 2000 by "piggybacking" on the registration statement filed for the
Series B and Series C investors. We agreed to file a registration statement on
Form S-1 by August 31, 2000 for Sirit and to use our best efforts for the
registration to become effective on or before November 30, 2000.

OUR OTHER MATERIAL OBLIGATIONS TO THE SIRIT PARTIES WITH RESPECT TO OUR
SECURITIES

Preemptive Rights Upon Issuance of Securities to the Holders of Securities
described in Proposal Nos. 7 and 8. In addition to the shares Sirit may receive
when the Series C Convertible Preferred Stock is converted, if the holders of
the securities described in Proposal Nos. 7 and 8 are entitled to additional
shares of our Common Stock or derivative securities, we must issue a pro rata
portion to Sirit so that Sirit maintains the same percentage ownership interest
it had immediately prior to the issuance. Sirit may acquire those shares for the
same consideration as is paid by the holders of the securities described in
Proposal Nos. 7 and 8.

Anti-dilution Rights Upon Issuance of Securities to Other Third Parties. Sirit
also is entitled to maintain its percentage ownership of our outstanding shares
of Common Stock upon issuance of shares to parties other than those described in
Proposal Nos. 7 and 8. Sirit has a right to purchase additional securities
pro-ratably and on the same terms to maintain its percentage ownership. Sirit's
anti-dilution right expires two years after we issue the Sirit shares and does
not apply to any shares we issue to parties other than those described in
Proposal Nos. 7 and 8 where we receive value of $10.00 per share or more.

Payments to Holders of Securities Described in Proposal Nos. 7 and 8. If we are
required to make any cash payments to the holders of securities described in
Proposal Nos. 7 and 8, including cash penalties and redemption payments, Sirit
will become entitled to additional shares of Common Stock for no additional
consideration. The number of shares to which they would become entitled would be
the amount of funds paid to the holders in excess of $15,000,000, divided

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by $4.00. If any shares to which Sirit is entitled would increase its percentage
ownership above 19.99%, then Sirit has the right to those shares, but will not
be issued to Sirit without Sirit's consent.

WHY DOES THE PROPOSAL NOT SPECIFY THE NUMBER OF SHARES TO BE ISSUED?

Under the current terms of the settlement with Sirit, we are currently obligated
to issue up to 5,011,511 shares of Common Stock. However, we cannot determine at
this time how many additional securities may be issued to Sirit pursuant to its
pre-emptive rights, anti-dilution rights and rights associated with payments to
holders of securities described in Proposal Nos. 7 and 8. Accordingly, we are
seeking shareholder approval for an indeterminate number of shares of Common
Stock issuable as a result of these issuances required by our settlement with
Sirit. As with all additional issuances of Common Stock, these issuances
pursuant to anti-dilution adjustments will cause additional dilution to the then
existing holders of the Common Stock.

REASONS FOR APPROVING OUR ISSUING THE SIRIT SHARES.

We have a contractual obligation to the Sirit parties to use our best efforts to
seek shareholder approval so that no issues can be raised subsequently as to
whether the issuance required shareholder approval under the Nasdaq rules. If we
do not issue the shares of Common Stock to Sirit by November 30, 2000, or if we
fail to register the shares in a timely manner, we must pay them $20.0 million
in cash pursuant to a consent judgment.

WHAT IS THE EFFECT IF PROPOSAL NO. 9 IS APPROVED?

The 5,011,511 shares of Common Stock to which Proposal No. 9 relates would
constitute 23.4% of our outstanding Common Stock on August 17, 2000 immediately
after issuance of those shares.

WHAT IS THE EFFECT IF WE DO NOT OBTAIN SHAREHOLDER APPROVAL?

If we do not obtain shareholder approval, we will not be able to issue the Sirit
shares without violating Nasdaq rules and risking delisting of our Common Stock.
We currently do not have the funds available to pay the $20 million consent
judgment that would be due upon failure to issue the Sirit shares by November
30, 2000. We may not be able to obtain outside funding to pay the consent
judgment. Assuming we could obtain the cash through outside funding, the
repayment terms would likely not be favorable to us and would materially and
adversely affect our operations.

THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" APPROVING OUR ISSUING SHARES
OF OUR COMMON STOCK IN CONNECTION WITH A LITIGATION SETTLEMENT BETWEEN US AND
SIRIT TECHNOLOGIES.

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PROPOSAL NO. 10

RATIFYING OUR APPOINTING ARTHUR ANDERSEN LLP AS OUR INDEPENDENT ACCOUNTANTS

Our Board of Directors has selected Arthur Andersen LLP to serve as our
independent accountants for the fiscal years ending October 31, 1999 and October
31, 2000 and recommends to that our shareholders vote to ratify its appointment.
Arthur Andersen Representatives are expected to be present at the Annual
Shareholders Meeting, will have the opportunity to speak if they wish, and we
expect that they will be available to respond to appropriate questions.

Arthur Andersen LLP has served as auditor of our consolidated financial
statements since it was engaged by us on October 12, 1998. Ernst & Young LLP,
our previous auditor, resigned effective September 7, 1998. The reports of Ernst
& Young LLP on our 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 our 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 on any matters of
accounting principles or practices, financial statement disclosure, or auditing
scope and procedures which, if not resolved to Ernst & Young's satisfaction,
would have caused it to make reference to the matter in their reports.

Ernst & Young did inform us 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 its Report to the Audit Committee for the year ended
October 31, 1997, Ernst & Young LLP advised us 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.

During the fiscal years ended October 31, 1997 and 1996 and during the
subsequent interim period prior to engaging Arthur Andersen LLP, neither we nor
anyone on our 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
our financial statements. Previously, however, Arthur Andersen LLP was the
independent auditor for MFS Network Technologies, Inc. and Patton Management
Corporation, both of which were acquired by us during fiscal year 1998.

Our Board of Directors approves appointing our auditors annually and
subsequently submits the decision to the shareholders to ratify the appointment.
The Board's decision is based upon our Audit Committee's recommendations, after
reviewing the scope of the accountant's engagement, including the remuneration
to be paid, and after reviewing the accountant's independence.

VOTE REQUIRED

Our by-laws and Florida law provide that this Proposal is approved if the votes
cast in favor of the action exceed the votes cast against the action.
Abstentions marked on the Proxy Card and broker non-votes will have no legal
effect, because Proposal No. 10 does not specify that a particular percentage of
the shareholders entitled to vote is required. Failure to send in a Proxy Card
will affect the existence of a quorum but will not otherwise affect the vote.
However, if you send in your Proxy Card but do not make a choice on the Proxy
Card, you will be deemed to have voted "FOR" Proposal No. 10.

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

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OTHER BUSINESS

We know 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

Any of our shareholders wishing to include proposals in the proxy material in
relation to the annual meeting of our shareholders to be held in 2001 must
submit the same in writing so as to be received at our executive offices on or
before February 28, 2001. 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 to be included
in our proxy statement is not received by us on or before ______, 2000 or the
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 us. Solicitations will be made primarily by mail or by facsimile, but our
employees may solicit proxies personally or by telephone.

OTHER INFORMATION

We have included a copy of our Amended Annual Report on Form 10-K for the Fiscal
Year Ended October 31, 1999 with these proxy materials and our Amended Annual
Report on Form 10-K for the Fiscal Year Ended October 31, 1998. You may also
obtain a copy of each of these Annual Reports, and all other reports
electronically filed by us via the Internet, by accessing the Securities and
Exchange Commission's EDGAR website at www.sec.gov/edaux/searches.html.

By Order Of the Board of Directors

BILLY V. RAY, JR.
Chairman of the Board

Roswell, Georgia
____________, 2000

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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.

(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.

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(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 Five
Million Five Hundred Thousand (5,500,000) 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:

(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;

A-2
<PAGE> 69

(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:

(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

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<PAGE> 70

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 Company, is hereby, and shall be, 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:

<TABLE>
<CAPTION>
Position Number of Options
<S> <C>
Chairman of the Board of Directors 5,000
Audit Committee Chairman 2,000
</TABLE>

A-4
<PAGE> 71

<TABLE>

<S> <C>
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
</TABLE>

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 (i) 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.

(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

A-5
<PAGE> 72

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 the 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 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

A-6
<PAGE> 73

(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 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 the Incentive Stock Option.

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<PAGE> 74

APPENDIX B

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

BUSINESS OF THE COMPANY (Pre-MFSNT Acquisition)

Prior to the MFSNT Acquisition, Able specialized in designing, installing,
maintaining and providing 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.

Telecommunications 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 ancillary 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.

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.

COMPANY STRUCTURE

Able was incorporated in 1987 as "Delta Venture Fund, Inc.", a Colorado
Corporation. Able adopted its current name in 1989 and changed its corporate
domicile to Florida in 1991. Commencing in mid-1992 until mid-1994, 95 percent
of the Company's revenues and profits were derived from telecommunications
services provided primarily through two majority-owned subsidiaries located in
Caracas, Venezuela. These services were provided to one customer, CANTV, the
Venezuelan national telephone company. 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. The
majority of TSCI's business is conducted in Florida and Virginia with these
states' respective Departments of Transportation and various city and county
municipalities.

To further expand in the domestic market and to facilitate a continued
acquisition program, the Company acquired the common stock of H.C. Connell, Inc.
("Connell") in December 1995. Connell performs primarily outside plant
telecommunication and electric power services for local telephone and utility
companies in central Florida. Connell was renamed Able Telecommunications and
Power, Inc. ("ATP") in January 1999. In October 1996, Able acquired the common
stock of Georgia Electric Company ("GEC"), headquartered in Albany, Georgia. GEC
operates in eight southeastern states and specializes in the installation,
testing and maintenance of intelligent highway and communication systems
including computerized traffic management, wireless and fiber optic data
networks, weather sensors, voice data and video systems and computerized
manufacturing and control systems. In December 1996, Able acquired the common
stock of Dial Communications, Inc. ("Dial") of Tallahassee, Florida. At that
time, Dial provided outside and inside plant telecommunication services to the
regional Bell operating company, other local and long distance telephone
companies, private businesses and universities. Able has subsequently
discontinued Dial's operations. In April 1998, Able acquired the common stock of
Patton Management Company ("Patton") of Atlanta, Georgia which provides advanced
telecommunication network services to upgrade existing networks and to provide
connectivity to office buildings, local and wide area networks.

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<PAGE> 75

BUSINESS OF THE COMPANY (Post-MFSNT Acquisition)

GENERAL OVERVIEW

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".

Able, and its subsidiaries, develops, builds and maintains communications
systems for companies and governmental authorities. The Company has five
organizational groups. Each group is comprised of subsidiaries of the Company
with each having local executive management functioning under a decentralized
operating environment. The Company completed operational restructuring of its
subsidiaries during fiscal year 1999. As a result, the Company now has 14 active
subsidiaries, 11 of which are wholly-owned.

The service provided by each group is as follows:

ORGANIZATIONAL GROUP SERVICE PROVIDED
-------------------- ----------------

<S> <C>
Network Services................................. Design, development, engineering, installation,
construction, operation and maintenance
services for telecommunications systems.

Network Development.............................. Established subsequent to October 31, 1999, to own,
operate and maintain local and regional
telecommunication networks.

Transportation Services ......................... Design, development, integration, installation,
construction, project management, maintenance and
operation of automated toll collection systems.

Construction..................................... Design, development, installation, construction,
maintenance and operation of electronic traffic
management and control systems, and road signage.

Communications Development ...................... Design, installation and maintenance services to
foreign telephone companies in South America.
</TABLE>

B-2
<PAGE> 76

COMPANY STRUCTURE

In July 1998, in a transaction that increased Able's revenues by approximately
300 percent, the Company acquired the network construction and transportation
systems business of MFS Network Technologies, Inc. ("MFSNT") from MCI WorldCom,
Inc. ("WorldCom"). MFSNT was then divided into two entities, 1) the network
construction business became MFS Network Technologies, Inc. and 2) the
transportation systems business became MFS Transportation Systems, Inc. As part
of the MFSNT acquisition, the Company, WorldCom 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 on a cost-plus 12 percent basis for a minimum of $40.0 million per
year. 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. To
achieve these established minimums, WorldCom has agreed to award the Company at
least 75 percent of all WorldCom'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 for as much as $130.0 million of services
during each year of the five-year contract. The Company has also agreed that
WorldCom 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.

In July 1999, the Company entered into a teaming agreement with 186K.Net, Co.
(the "186K Agreement"), a technology firm and hosting facility, to combine their
respective expertise in infrastructure engineering/design and high-end Internet
technology to deliver high-speed Internet connectivity, telecommunications and
systems integration solutions. Under the 186K Agreement, the Company will focus
on infrastructure build-outs and 186K.Net, Co. will focus on the delivery of
high-end Internet services. Included in the 186K Agreement is a deferred value
added equity swap that would allow either party to benefit by an increase in
market capitalization value over a three year period (refer to Exhibit 2.6 for
more detail).

In November 1999, the Company acquired the common stock of Southern Aluminum and
Steel Corporation ("SASCO") and Specialty Electronic Systems, Inc. ("SES") which
together provide expertise in design, installation and project implementation of
advanced highway communication networks and Intelligent Transportation Systems.

In January 2000, Able established Able ICP, Inc. ("Able ICP") which will own,
operate and maintain local and regional telecommunication networks as part of
Able's Network Development Group. Able ICP is a development company that is
expected to require significant capital expenditures related to network
construction and which is not expected during fiscal 2000 to generate
significant net income or earnings before interest, depreciation, taxes and
amortization. The Company's ability to grow Able ICP and to implement its
business plan will be dependent on the Company's ability to fund its capital
expenditure needs, either internally or through borrowings and the sale of
equity. No assurance can be given that the Company will be able to meet Able
ICP's funding needs on a timely basis, or at all, on terms acceptable to the
Company, or that Able ICP will ever be profitable. In March 2000, the name
"Able ICP, Inc." was changed to "Adesta ICP, Inc."

In compliance with a contractual obligation with WorldCom, effective February
2000, all subsidiaries bearing "MFS" as part of their name were changed. MFS
Network Technologies, Inc. changed its name to Adesta Communications, Inc.
("Adesta Communications"), MFS Transportation Systems, Inc. changed its name to
Adesta Transportation, Inc. ("Adesta Transportation") and MFS TransTech, Inc.
changed its name to TransTech, Inc. In conjunction with these name changes, this
proxy statement includes a proposal to shareholders to change the name of the
Company to "The Adesta Group, Inc."

SERVICES, MARKETS AND CUSTOMERS

Able conducts five distinct types of business activities, four of which are
primarily conducted in the United States and one of which is conducted abroad.
Domestically, Able provides network services, network development,

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transportation services and construction. Abroad, principally in Venezuela, the
Company conducts communication development activities. Each of these activities
is discussed in more detail below. In most of Able's business activities it
faces competition that may be larger and may have substantially greater
financing, distribution and marketing resources than Able.

Network Services Group. The Network Services Group provides telecommunications
network services through two divisions: (i) the Telecommunications Systems
Integration Division provides general contracting services for large-scale
telecommunications projects, and (ii) the Telecommunications Construction
Division 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. The
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. Outside plant services are large-scale installation and maintenance of
coaxial and fiber optic cable (installed either aerially or underground) and
ancillary equipment for digital voice, data and video transmissions. These
installations are most often undertaken to upgrade or replace existing
communications networks. Inside plant services, also known as premise wiring,
include design, 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. The Company 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.

Network Development Group. The Network Development Group was established
subsequent to October 31, 1999, to design, engineer, construct, operate and
maintain state-of-the-art, 'future proof' (designed for low cost upgrades to
avoid obsolescence), fiber optic networks providing virtually unlimited
bandwidth, and a comprehensive suite of cutting edge multimedia
telecommunications services for users in Tier 3 cities (those with populations
between 100,000 and 250,000).

Transportation Services Group. The Transportation Services Group 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 has and
continues to develop 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 Services Group markets its services to
state and local government transportation departments.

Construction Group. The Company's Construction Group installs and maintains
traffic control and signalization devices. These 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. The Company 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. The Company also
installs and maintains computerized manufacturing systems for various

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industrial businesses. Many of the functions of the Construction Group,
particularly those involved in intelligent highway systems, complement those of
the Network Services Group.

Communications Development Group. The Company's Communications Development Group
operates primarily in Venezuela. These 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% voting
and ownership interest and a 50% share of profits and losses. In 1996, the
Communications Development Group expanded its communications development
activities to include the marketing to Central and South American telephone
companies of NeuroLAMA, an internally developed proprietary telephone call
record and data collection system. Significant capital expenditures will be
required to install NeuroLAMA in South America.

INDUSTRY AND GEOGRAPHIC AREA SEGMENT INFORMATION

Sales to unaffiliated customers, income (loss) from operations, and identifiable
assets pertaining to the Groups in which the Company operates are presented
below (in thousands).

For the Fiscal Year Ended October 31,
-------------------------------------

1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Sales to unaffiliated customers:
Network Services $260,354 $ 62,243 $ --
Transportation Services 39,394 24,639 --
Construction 113,948 125,270 82,171
Communication Development (International) 4,869 5,329 4,163
-------- -------- -------
$418,565 $217,481 $86,334
-------- -------- -------

Income (loss) from operations:
Network Services $ 14,746 $ 6,272 $ --
Transportation Services (10,618) 2,586 --
Construction (5,730) 1,718 4,824
Communication Development (International) 346 182 17
Unallocated Corporate Overhead (628) 651 --
-------- -------- -------
$ (1,884) $ 11,409 $ 4,841
-------- -------- -------

Identifiable assets:
Network Services $139,460 $159,660 $ --
Transportation Services 50,178 48,830 --
Construction 66,667 71,941 44,751
Communication Development (International) 3,813 4,496 2,509
Corporate 1,915 5,833 3,086
-------- -------- -------
$262,033 $290,760 $50,346
-------- -------- -------
</TABLE>

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

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to higher levels of customer service.

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 South 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 will provide $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 has no material dependence on any one supplier of raw materials.

BACKLOG

The Company's estimated backlog at January 31, 2000, was as follows:

Operations and
Construction Maintenance
Organizational Group Contracts Contracts Total
---------------------------------------------------------------------
<S> <C> <C> <C>
Network Services $408,000 $ 179,000 $ 587,000
Transportation Services 140,000 120,000 260,000
Construction 151,000 33,000 184,000
-------- ---------- ----------
$699,000 $ 332,000 $1,031,000
======== ========== ==========
</TABLE>

The Company expects to complete approximately 40% of the total backlog within
the next fiscal year. Due to the nature of the Company's contractual
commitments, in many instances its customers do not commit to the volume of
services to be purchased under a contract but, rather, commit the Company to
perform these services if requested by the customer and commit to obtain these
services from it if they are not performed internally. Many of the contracts are
multi-year agreements, ranging from less than one year to 20 years. The Company
includes the full amount of services projected to be performed over the life of
the contract in backlog due to its historical relationships with its customers
and experience

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in procurements of this nature. Contract backlog of $500 million is under
performance bonds and the Company may be subject to liquidated damages for
failure to perform in a timely manner. The Company's backlog may fluctuate and
does not necessarily indicate the amount of future sales. A substantial amount
of its order backlog can be canceled at any time without penalty, except, in
some cases, the Company can recover 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 its
customers could have a material adverse effect on its business, operating
results and financial condition. In addition, there can be no assurance as to
customers' requirements during a particular period or that such estimates at any
point in time are accurate.

DEPENDENCE UPON KEY CUSTOMERS

The Company derives a significant portion of its revenues from a few large
customers. Those customers are as follows:

Revenue for the Percentage of Total
Fiscal Year Revenues During The Fiscal
Ended October 31, Years Ended October 31,
Customer Operating Group 1999 1999 1998 1997
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
New Jersey Consortium Transportation and Network Services $78,515 18% 7% --
WorldCom Network Services 61,636 15% 14% --
Williams Communications, Inc. Network Services 49,621 12% -- --
Cooper Tire Company Construction 13,050 3% 6% 15%
Florida Power Corp Construction 13,514 3% 2% 9%
State of Illinois (ISTHA) Network Services 11,680 2% 8% 12%
</TABLE>

MFSNT is party to multiple contracts with the New Jersey Consortium ("New Jersey
Consortium Contracts") which includes the New Jersey Turnpike Authority, New
Jersey Highway Authority, Port Authority of New York and New Jersey, South
Jersey Transportation Authority, State of Delaware Department of Transportation.
The New Jersey Consortium Contracts provide for, among other items, MFSNT to
construct and maintain a fully integrated automated toll collection system and
supporting fiber optic network. The estimated gross value of the New Jersey
Consortium Contracts is in excess of $280.0 million. During the fiscal year
ended October 31, 1999, the Company incurred net losses related to the New
Jersey Consortium Contracts of approximately $4.0 million, including penalties
of approximately $4.9 million associated with the failure to meet certain
milestones provided in the contracts. The Company is not currently incurring
additional penalties related to the New Jersey Consortium Contracts.

At October 31, 1999, the Company had billed and unbilled receivables of $18.3
million and $20.4 million related to the New Jersey Consortium, $10.9 million
and $8.7 million related to WorldCom and $6.2 million and $1.1 million related
to Williams Communications, Inc., respectively.

Able believes that a substantial portion of its total revenues and operating
income will continue to be derived from a concentrated group of customers, in
particular the New Jersey Consortium and WorldCom. The loss of the New Jersey
Consortium, WorldCom or any other such 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 a contract may result in the loss of the contract and subject
the Company to litigation and various claims, including liquidated damages.

Construction Contracts. For construction contracts, the Company obtains fixed
price or cost plus 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 a
set of specifications for the project to qualified contractors. The Company then
estimates the total project cost based on input from engineering, production and
materials procurement personnel. Able then submits a bid 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

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prime contractor. Able must submit performance bonds on substantially all
contracts obtained. 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.

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. Contract duration is dependent upon the size and scope of the
project but typically is from six months to three years. Contracts generally set
forth date-specific milestones and provide for liquidated damages for failure to
meet milestones. During fiscal 1999, Able was subject to liquidated damages
relating to the "Violations Processing Center" portion of the New Jersey
Consortium Contract amounting to approximately $4.9 million.

In most cases, Able supplies the materials required for a particular project,
including materials and component parts required for the production of highway
signage and guardrails 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 of 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 customer. 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.

SERVICE CONTRACTS. The Company generally provides telecommunication, cable
television, electric utility and manufacturing system services (i.e.,
non-governmental business) under comprehensive operation and maintenance and
master service contracts that either give Able 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. Able is typically compensated on
an hourly or per unit basis or, less frequently, at a fixed price for services
performed. Contract duration is either for a specified term, usually one to
three years, or is dependent on the size and scope of the project. In most
cases, the Company's customers supply most of the materials required, generally
consisting of cable, equipment and hardware, and the Company supplies the
expertise, personnel, tools and equipment necessary to perform its services.

SALES AND MARKETING

Able markets its systems integration services through a dedicated sales group.
Its salespeople market 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.

Typically, the contracting process for systems integration projects entails the
development of a list of qualified bidders and the establishment of a bid
schedule, the distribution of, and response to, a request for proposal ("RFP")
and the awarding of the contract 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.

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, the
Company markets its construction services to certain systems integrators. A
dedicated 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.

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COMPETITION

Network Services Group. The Telecommunications Systems Integration Division of
the Network Services Group competes for business in two segments: the
traditional request for proposal ("RFP")/bid based segment for the installation
and integration of infrastructure projects and 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, the
Company 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. The Company believes that no other company
presently provides these kind of complete, turnkey project development service
for these customers. Able can make no assurances, however, 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 Able's services, or that it 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.

Network Development Group. The competitive environments within the large
metropolitan areas (called Tier 1 cities), such as New York, Los Angeles,
Chicago and Atlanta, already have an Incumbent Local Exchange Carrier ("ILEC")
and multiple Competitive Local Exchange Carriers ("CLECs") competing for their
large, high volume, business base. In addition, due to the high density of
apartment complexes, many have more than one cable company.

In contrast, the Tier 3 cities that the Network Development Group is targeting
typically have the ILEC, one cable company, and in some cases facilities based
CLECs targeting a limited area of businesses. In most cases, both the cable
company and the ILEC have legacy infrastructures with very limited capability to
provide modern services.

Transportation Services Group. The Transportation Services Group 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").

Construction Group. The market in which the Construction Group 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 million or less in limited geographic areas. The
Construction Group's largest competitors include Lockheed Martin, Traffic
Control Devices of Florida and MasTec, Inc. The Construction Group's smaller
competitors are High Power of Florida, MICA Corporation of Texas and Fishback &
Moore. A number of these competitors may be larger, may have substantially
greater financial, distribution and marketing resources, and may have more
established reputations than Able.

Communications Development Group. The Communications Development Group competes
for business in the international market, primarily in South 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 a myriad of smaller companies competing for a
growing but limited market, which forces margins down.

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EMPLOYEES

As of January 31, 2000, the Company and its subsidiaries had approximately 2,000
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.

PROPERTIES

The Company's corporate offices are in Roswell, Georgia, where it occupies 6,600
square feet under a lease that expires July 31, 2004. The Company also has 5,110
square feet of office space under a lease that expires January 31, 2004 in West
Palm Beach, Florida which is presently available for sublet. The Company leases
35,815 square feet of office space in Omaha, Nebraska, under a lease that
expires September 30, 2004, and which houses Adesta Communications, and 40,111
square feet in Mt. Laurel, New Jersey, under a lease that expires February 28,
2003 and which houses Adesta Transportation. The Company leases 6,400 square
feet of space in Fairbanks, Alaska, for a network operations center. The Company
leases 6,800 square feet of office space in Fort Lauderdale, Florida, under a
lease which expires September 30, 2003, which facility is presently available
for sublet. The Company leases several field offices and numerous smaller
offices. The Company also leases on a short-term or cancelable basis temporary
equipment yards or storage locations in various areas as necessary to enable it
to efficiently perform its service contracts.

The Company owns (subject to a mortgage) and operates a 10,000 square foot
facility for operations based in Chesapeake, Virginia. The Company'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

The Company operates throughout the United States and its results of operations
are not significantly impacted by seasonal changes.

LEGAL PROCEEDINGS

In May 1998, SIRIT Technologies, Inc. ("SIRIT") filed a lawsuit in the United
States District Court for the Southern District of Florida against the Company
and Thomas M. Davidson, who subsequently became a member of the Company's Board
of Directors. Mr. Davidson resigned in January 2000. SIRIT asserts claims
against the Company for tortuous interference, fraudulent inducement, negligent
misrepresentation and breach of contract in connection with the Company's
agreement to purchase the shares of MFSNT and seeks injunction relief and
compensatory damages in excess of $100.0 million. In May 2000, Able was
determined to owe SIRIT $1.2 million in compensatory damages and $31.0 million
in punitive damages. Able believes that the jury award is both without merit and
excessive and is intending to pursue all its legal rights, including an appeal
of the jury award.

In 1998, Shipping Financial Services Corp. ("SFSC") filed a lawsuit in the
United States District Court for the Southern District of Florida against the
Company, and certain of its officers. SFSC asserts claims under the federal
securities laws against the Company and four of its officers that the defendants
allegedly caused the Company to falsely represent and mislead the public with
respect to two acquisitions, COMSAT and MFSNT, and the ongoing financial
condition of the Company as a result of the acquisitions and the related
financing of those acquisitions. SFSC seeks certification as a class action on
behalf of itself and all other similarly situated investors and seeks
unspecified damages and attorneys' fees.

In 1997, Bayport Pipeline, Inc. ("Bayport") filed a lawsuit against MFSNT
seeking a declaratory judgment concerning the rights and obligations of Bayport
and MFSNT under a Subcontract Agreement that was entered into on May 1, 1997
related to the NYSTA contract. The matter was referred to arbitration in January
1999. The total amount sought was not less than $5.5 million and subsequent to
October 31, 1999 was increased to $19 million. On February 24, 2000, the
arbitrator ruled that MFSNT owed Bayport $4.1 million, which is consistent with
amounts previously accrued by the Company. The arbitrator's award is binding;
however, the Company is disputing the calculation of the award, which it
believes in error. Additionally, the Company may appeal the award in future
legal proceedings.

In 1997, U.S. Public Technologies, Inc. ("USPT") filed a lawsuit in the United
States District Court for the Southern District of California, (San Diego),
against MFSNT for breach of contract, breach of an alleged implied covenant of
good faith and fair dealing, tortious interference, violation of the California
Unfair Competition Act, promissory

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estoppel and unjust enrichment in connection with a Teaming Agreement between
MFSNT and USPT concerning the Consortium Regional Electronic Toll Collection
Implementation Program in the state of New Jersey. In this lawsuit, USPT seeks
actual damages in excess of $8.5 million and unspecified exemplary damages.
Discovery had not yet commenced in this lawsuit.

In 1999, Newbery Alaska, Inc. ("Newbery") filed a demand for arbitration seeking
approximately $3.8 million. This dispute arises out of Newbery's subcontract
with MFSNT related to the fiber optic network constructed by MFSNT for Kanas.
Newbery's claims are for the balance of the subcontract, including retainage and
disputed claims for extras based on alleged deficiencies in the plans and
specifications and various other alleged constructive change orders. The parties
are currently conducting discovery. Arbitration hearings on this matter should
take place in the spring or summer of 2000.

In 1998, Alphatech, Inc. ("Alphatech") filed a lawsuit in the U.S. District
Court in Massachusetts. This suit alleges ten counts, including breach of
Teaming Agreements on the E-470 project and the New Jersey Regional Consortium
project, breach of implied duty of good faith and fair dealing on both projects,
misappropriation of trade secrets, deceit, violation of Massachusetts General
Laws Chapter 93A, promissory estoppel, quantum meruit, and unjust enrichment.
Alphatech's claim is for $15 million. A hearing for a summary judgment is
scheduled in May 2000.

In 1998, T.A.M.E. Construction, Inc. ("TAME") sued for breach of contract,
promissory estoppel, discrimination and defamation related to certain contracts
performed by GEC. TAME alleges that it was wrongfully terminated as a
subcontractor. TAME claims contract damages in the amount of $250,000, punitive
damages for discrimination of $1,000,000 and defamation damages of an additional
$1,000,000. GEC has moved for summary judgment. This matter is not set for
trial.

The Company is subject to a number of shareholder and 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 disposition of
all pending lawsuits and claims is not determinable and may have a material
adverse effect on the Company's financial position.

RESEARCH AND DEVELOPMENT; PROPRIETARY TECHNOLOGY AND RIGHTS

The Company acquired proprietary software from MFSNT in the MFSNT Acquisition,
including applications at the lane, plaza, host, and customer service center
levels within a sophisticated electronic toll collection system architecture.
However, Able can make no assurances that products will not be developed in the
future that will produce the same or a better result or be produced in a more
economical manner. See "Business of MFSNT - Research and Development;
Proprietary Technology and Rights" for a discussion of the Company's proprietary
technology and rights (acquired in that acquisition).

NEUROLAMA. The Communications Development Group has incurred in excess of $1.0
million of costs developing its proprietary software, NeuroLAMA. NeuroLAMA is a
telephone call record and data collection system. NeuroLAMA helps telephone
companies increase revenues by decreasing fraud, eliminating misoperation, and
increasing efficiency through their analog telecommunications systems.
NeuroLAMA's quality, reliability and uniqueness of design are proving far
superior to any competing system. The Communications Development Group estimates
that roughly 250 million analog lines worldwide could benefit from the
implementation of NeuroLAMA. The software is being marketed throughout South
America. Currently, the Communications Development Group has not capitalized any
costs related to this software.

Able relies on a combination of contractual rights, patents, trade secrets,
know-how, trademarks, non-disclosure agreements, licenses and other technical
measures to establish and protect the Company's proprietary rights to protect
its proprietary applications and technologies. To the extent necessary, Able
intends to vigorously defend any and all rights Able has, now or in the future,
in its proprietary applications and technologies. However, the Company can make
no assurances that it will be successful in pursuing any of its rights or, if
successful, that it will be timely.

B-11
<PAGE> 85
MARKET PRICE OF COMMON STOCK AND DIVIDEND POLICY

The Common Stock is traded on the Nasdaq National Market System (NMS) under the
trading symbol "ABTE". The following table sets forth the high and low sale
prices for the Common Stock for each fiscal quarter indicated below.

Sale Price Range
----------------
High Low
---- ---
<S> <C> <C> <C>
Year Ended October 31, 1997
1st Quarter .............................. $ 9.625 $ 7.250
2nd Quarter .............................. 9.000 7.375
3rd Quarter .............................. 9.000 7.125
4th Quarter .............................. 10.625 7.5625

Year Ended October 31, 1998
1st Quarter .............................. $ 10.75 $ 6.375
2nd Quarter .............................. 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 Quarter ............................. 11.5625 6.625
3rd Quarter ............................. 7.125 5.8125
4th Quarter ............................. 10.0625 7.500

Year Ended October 31, 2000
1st Quarter ............................. $ 11.875 $ 4.50
2nd Quarter ............................. 6.72 4.75
</TABLE>

On February 4, 2000, there were approximately 412 shareholders of record of the
Company's Common Stock.

No cash dividends have been declared by the Company on its Common Stock since
its inception and the Company has no present intention to declare or pay cash
dividends on the Common Stock in the forseeable future. The Company intends to
retain any earnings, which it may realize in the foreseeable future to finance
its operations. The terms of the Company's $35.0 million secured revolving
credit facility, the Series C Preferred Stock and the Wor1dCom Note restrict or
prohibit the Company's ability to declare or pay dividends on shares of Common
Stock. Holders of Series C Preferred Stock are generally entitled to receive
cumulative quarterly dividends at a rate of 5.9 percent per year. On February 4,
2000, the Company redeemed and retired all remaining shares of Series B
Preferred Stock by payment of $10,851,062 in cash and the issuance of 801,785 in
restricted common shares that were issued at or above market price and further
Able issued 267,000 Warrants to acquire its Common Stock at varying prices.
Also, on February 4, 2000, Able privately placed 5,000 shares of Series C
Preferred Stock with a small group of investors at $3,000 per share. The sale of
the Series C shares includes the issuance of Warrants to purchase up to 200,000
shares at prices substantially above market. 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 of Form 10-K for the fiscal year ended
October 31, 1999, as filed February 22, 2000, as amended March 1, 1999 and as
further amended May 26, 2000.

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 for the year ended October 31, 1998, filed February 24, 1999, as
amended March 1, 1999, and as further amended on May 23, 2000,and the Company's
Annual Report on Form

B-12
<PAGE> 86

10-K for the year ended October 31, 1999, as filed February 22, 2000, as amended
May 23, 2000, a copy of which has been provided along with these Proxy
Materials.

Quantitative 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 below provides information about the
Company's risk exposure associated with changing interest rates as of October
31, 1998 (amounts in thousands):

B-13
<PAGE> 87

Expected Maturity

<TABLE>
<CAPTION>
1999 2000 2001 2002 2003 Thereafter
---- ---- ---- ---- ---- ----------
<S> <C> <C> <C> <C> <C> <C>
Fixed rate debt $15,047 $18,225 $ 1,021 $ 935 $ 872 $21,081

Average interest rate 12.40% 13.00% 13.64% 13.61% 13.57% 13.54%

Variable rate debt $ -- $ -- $35,000 $ -- $ -- $ --

Average interest rate -- -- 7.69% -- -- --
</TABLE>

The Company has cash flow exposure due to interest rate changes for its fixed
debt obligations. The Company's $35.0 million credit facility with NationsBank
has been declared in default obligating the Company to pay a default penalty of
2% per annum. 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 financial position,
results of operations or cash flows as of October 31, 1998 and October 31, 1999.
Additionally, foreign currency transaction gains and losses were not material to
the Company's results of operation for the fiscal years ended October 31, 1998
and October 31, 1999. Accordingly, the Company was not subject to material
foreign currency exchange rate risks 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.

B-14
<PAGE> 88

BUSINESS OF MFSNT

Much of the information provided herein related to MFSNT is as of, or before,
July 2, 1998 (the acquisition date).

General Overview

MFS Network Technologies (MFSNT) provides 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
fiberoptic telecommunications network for the Iowa state government, in addition
to numerous other similar projects.

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. MFSNT's 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 December
1996, MFSNT was purchased by WorldCom. In July 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 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.

Industry Overview (See discussion above under "Business of the Company
(Post-MFSNT Acquisition) - Industry

B-15
<PAGE> 89

Overview).

Suppliers and Raw Materials

MFSNT has no material dependence on any one supplier of raw materials.

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 million, 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 obtain 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 obligations under these
contracts may result in the loss of the contract and subject 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
consisting 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 contractor or as a
subcontractor, on a competitive bid basis. Typically, for prime contracts, 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 upon
maintaining adequate bonding capacity and any loss of such would have a material
adverse effect on MFSNT.

B-16
<PAGE> 90

Contract duration is dependent upon 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 milestones by the specified dates.

The failure to complete the contract backlog on time could have a material
adverse impact upon 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 design 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 RFPs; and (iii) awarding 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 telecommunications 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 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 MFSNT's
services, or that MFSNT will 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 in 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

B-17
<PAGE> 91

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.

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.

Lane 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 and 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.

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 videocassette 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.

B-18
<PAGE> 92

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 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):

For the Six Months Ended For the Years Ended December 31,
---------------------------- --------------------------------------------------------------------

Revenues July 2, 1998 July 30, 1997 1997 1996 1995 1994 1993
------------ ------------- --------- --------- --------- --------- --------

<S> <C> <C> <C> <C> <C> <C> <C>
Affiliated entity $ 36,703 $ 34,078 $ 100,902 $ 56,238 $ 112,693 $ 86,791 $ 45,652

Third party 63,826 108,011 264,015 165,867 61,146 32,500 70,290
--------- --------- --------- --------- --------- --------- --------

100,529 142,089 364,917 222,105 173,839 119,291 115,942

Cost of revenues 136,075 136,294 363,453 206,225 155,826 103,171 96,778
--------- --------- --------- --------- --------- --------- --------

Gross Margin (loss) (35,546) 5,795 1,465 15,880 18,013 16,120 19,164

Operating Expenses 11,814 14,830 25,066 23,754 22,806 18,607 17,245
--------- --------- --------- --------- --------- --------- --------

Operating income (loss) (47,359) (9,035) (23,601) (7,874) (4,793) (2,487) 1,919

Other income (expense) 16 (11) (23) (102) 231 138 148
--------- --------- --------- --------- --------- --------- --------

Net income (loss) $ (47,344) $ (9,046) $ (23,624) $ (7,976) $ (4,562) $ (2,349) $ 2,067
========= ========= ========= ========= ========= ========= ========

BALANCE SHEET
DATA (at end of period):
Cash and cash equivalents $ 6 $ 179 $ -- $ 300 $ -- $ 22 $ 2,634

Total Assets 180,905 155,128 230,200 135,078 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 (72,760) (9,043) (25,417) (1,792) 6,116 10,746 13,275
</TABLE>

B-19
<PAGE> 93

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:

For the Six Months Ended For the Years Ended December 31,
----------------------------- ---------------------------------------
July 2, 1998 July 30, 1997 1997 1996 1995
------------ ------------- ----- ----- -----

<S> <C> <C> <C> <C> <C>
Revenue:
Affiliated entity 36.5% 24.0% 27.7% 25.3% 64.8%
Third party 63.5% 76.0% 72.3% 74.7% 35.2%
----- ----- ----- ----- -----

Total revenues 100.0% 100.0% 100.0% 100.0% 100.0%

Cost of revenues 135.4% 95.9% 99.6% 92.9% 89.6%

Operating expenses 11.7% 10.4% 6.9% 10.7% 13.1%
Other (income) expense -- -- -- -- --
----- ----- ----- ----- -----

Net Loss (47.1)% (6.3)% (6.5)% (3.6)% (2.7)%

</TABLE>

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 entities 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 Division'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 $63.8 million and $108.0 million for the six
months ended July 2, 1998 and June 30, 1997, respectively, a decrease of $44.2
million or 40.9 percent. The decrease related primarily to decreases in revenue
in the Division's network systems group of $56.9 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 $264.0 million and $165.9 million for the years
ended December 31, 1997 and 1996 respectively, an increase of $98.1 million or
59.1 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

B-20
<PAGE> 94

Transportation which combined to increase revenue $9.5 million between 1996 and
1995.

Cost of Revenues

Costs of revenues were $136.1 million and $136.3 million for the six months
ended July 2, 1998 and June 30, 1977, respectively, a decrease of $0.2 million
or less than 1.0 percent.

Costs of revenues were $363.5 million and $206.2 million for the years ended
December 31, 1997 and 1996, respectively, an increase of $157.3 million or 76.3
percent.

Costs of revenues were $206.2 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 July 2, 1998 and December 31, 1997, reserves for losses on
uncompleted contracts totaled $39.9 million and $12.6 million, respectively.

Operating Expenses

Operating expenses were $11.8 million and $14.8 million for the six months ended
July 2, 1998 and June 30, 1997, respectively, a decrease of $3.0 million or 20.3
percent.

Operating expenses were $25.1 million and $23.8 million for the years ended
December 31, 1997 and 1996, respectively, an increase of $1.3 million or 5.5
percent.

Operating expenses were $23.8 million and $22.8 million of the years ended
December 31, 1996 and 1995, 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 $47.3 million and $9.0 million for the six months ended July 2,
1998 and June 30, 1997, an increase of $38.3 million or 425.5 percent.

Net loss was $23.6 million and $8.0 million for the years ended December 31,
1997 and 1996, respectively, an increase of $15.6 million or 195.0 percent.

B-21
<PAGE> 95

Net loss was $8.0 million and $4.6 million for the years ended December 31, 1996
and 1995, respectively, an increase of $3.4 million or 73.9 percent.

Liquidity and Capital Resources

Cash and Cash Equivalents - Cash and cash equivalents were $0.0, $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. All net cash inflows are applied against advances. It was the intent of
WorldCom to support the Division until such time that the Division could
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, 1997,
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 $(0.4)
million and $(2.4) million for the six months ended July 2, 1998 and June 30,
1997, respectively, an increase of $2.0 million or 83.3 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.

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 was the intent of the Company's parent to support the
Division until such time that the Division could generate sufficient cash flows
to fund its operations.

B-22
<PAGE> 96
APPENDIX C

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To 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 (restated
- see Note 10) and 1996, and the related statements of operations and cash
flows for the years ended December 31, 1997 (restated - see Note 10), 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 (except with
respect to the matter discussed
in Note 10, as to which the
date is May 24, 2000)

<PAGE> 97

NETWORK TECHNOLOGIES DIVISION OF

MFS NETWORK TECHNOLOGIES, INC.

BALANCE SHEETS--JULY 2, 1998, DECEMBER 31, 1997 AND 1996

RESTATED
--------------------------------
JULY 2, DECEMBER 31, DECEMBER 31,
1998 1997 1996
------------ ------------ ------------
(UNAUDITED) (AUDITED) (AUDITED)
<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 75,456,486 119,018,440 85,008,166
Other current assets 523,736 2,898,233 395,394
------------ ------------ ------------
Total current assets 146,656,978 201,830,087 129,097,711

PROPERTY AND EQUIPMENT, net 5,727,302 6,133,214 4,654,412

NETWORK ASSETS HELD FOR SALE 28,044,000 21,110,000 --

RESTRICTED ASSETS 347,481 746,245 984,869

OTHER NONCURRENT ASSETS, net 128,850 380,257 341,244
------------ ------------ ------------
Total assets $180,904,611 $230,199,803 $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
Reserves for losses on uncompleted contracts 39,900,000 12,610,000 --
Accrued compensation 1,464,551 836,131 598,405
Other current liabilities 600,118 647,146 68,530
------------ ------------ ------------
Total current liabilities 112,276,048 94,258,488 60,222,571

PROPERTY TAXES PAYABLE 22,000,000 18,390,000 --

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 (84,516,061) (37,172,274) (13,548,160)
------------ ------------ ------------
Total contributions and accumulated
deficit (72,760,367) (25,416,580) (1,792,466)
------------ ------------ ------------
Total liabilities, contributions and
accumulated deficit $180,904,611 $230,199,803 $135,078,236
============ ============ ============
</TABLE>

The accompanying notes are an integral part of these balance sheets.

<PAGE> 98

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

<TABLE>
<CAPTION>
SIX-MONTHS
ENDED YEARS ENDED
----------------------------- DECEMBER 31,
RESTATED --------------------------------------------
JULY 2, JUNE 30, RESTATED
1998 1997 1997 1996 1995
------------ ------------ ------------ ------------ ------------
(UNAUDITED) (UNAUDITED) (AUDITED) (AUDITED) (AUDITED)
<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 63,826,308 108,011,172 264,015,450 165,867,327 61,145,581
------------ ------------ ------------ ------------ ------------
Total revenue 100,529,313 142,088,808 364,917,269 222,105,229 173,838,255

COST OF REVENUES 136,075,030 136,294,198 363,452,515 206,225,389 155,826,296
------------ ------------ ------------ ------------ ------------
(35,545,717) 5,794,610 1,464,754 15,879,840 18,011,959

OPERATING EXPENSES 11,813,772 14,830,436 25,066,129 23,754,195 22,806,053
------------ ------------ ------------ ------------ ------------
OPERATING LOSS (47,359,489) (9,035,826) (23,601,375) (7,874,355) (4,794,094)

OTHER INCOME (EXPENSE), net 15,701 (10,706) (22,739) (101,630) 231,355
------------ ------------ ------------ ------------ ------------
NET LOSS $(47,343,788) $ (9,046,532) $(23,624,114) $ (7,975,985) $ (4,562,739)
============ ============ ============ ============ ============
</TABLE>

The accompanying notes are an integral part of these statements.

<PAGE> 99

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

SIX-MONTHS
ENDED YEARS ENDED
------------------------------ DECEMBER 31,
RESTATED ---------------------------------------------
JULY 2, JUNE 30, RESTATED
1998 1997 1997 1996 1995
----------- ----------- ------------ ------------ ------------
(UNAUDITED) (UNAUDITED) (AUDITED) (AUDITED) (AUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(47,343,788) $ (9,046,532) $(23,624,114) $ (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
Reserves for losses on uncompleted
contracts 27,290,000 -- 12,610,000 -- --
Increase in property tax payable 3,610,000 -- 18,390,000 -- --
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 50,737,368 (16,712,465) (43,543,619) (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)
Construction of network assets
held for sale (6,934,000) -- (21,110,000) -- --
Restricted assets 398,764 238,624 238,624 (280,191) (207,332)
------------ ------------ ------------ ------------ ------------
Net cash provided by (used in)
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 (952,000) (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 used in 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 provided by (used in)
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> 100

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> 101
- 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> 102
- 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:

December 31,
-------------------------
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 865,062 754,992 829,013
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> 103
- 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 and recognized during the
period ended July 2, 1998, approximately $25 million of losses on four contracts
that were in process as of year-end. Division management represented that these
losses were not anticipated at December 31, 1997, and related to matters and
events occurring subsequent thereto. As a result, the losses were not reflected
in the 1997 financial statements prepared by the Division.

In July 1998, Able Telcom Holding 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. Able subsequently
negotiated a significant reduction in the purchase price. The accompanying
financial statements of the Division for both the year ended December 31, 1997,
and the period ended July 2, 1998, have been restated by Able to reflect the
adjustments described in Note 10 which, in the opinion of Able's management,
are necessary to have those financial statements be in accordance with generally
accepted accounting principles.

10. RESTATEMENT OF FINANCIAL STATEMENTS:

Able closed the acquisition of the Division on July 2, 1998, with the
stipulation that it could continue its due diligence assessment and could reopen
negotiation of the purchase price. In September 1998, the cash and notes portion
of the purchase price was reduced from the previously estimated amount of $101.4
million to $58.8 million. The adjusted price paid, including consideration
delivered to the seller in the form of Able equity instruments valued at $4.1
million, was approximately $24.9 million less than the net assets reflected on
the Division's July 2, 1998, unaudited balance sheet.

On November 10, 1999, Able met with the Staff of the Securities and Exchange
Commission. One of the issues discussed with the Staff was the need to restate
the pre-acquisition financial statements of the Division. These financial
statements had been prepared by the predecessor owner. The Staff informed Able
that it had a responsibility to restate the financial statements, if necessary,
to be in accordance with what Able believed represented generally accepted
accounting principles. The potential restatement involved the preacquisition
audited financial statements of the Division for the year ended December 31,
1997, and the unaudited financial statements for the period from January 1, 1998
through July 2, 1998.

As part of the preparation and audit of the October 31, 1999 financial
statements of Able, Able initiated a review of the preacquisition financial
statements of the Division. Management of Able has determined that certain
adjustments to the preacquisition financial statements of the Division for
the year ended December 31, 1997 and the period from January 1, 1998 through
July 2, 1998 are appropriate. The adjustments prepared by Able and reflected in
the accompanying restated financial statements of the Division are described in
more detail below. The adjustments include the correction of accounting errors
discovered during the 1999 audit process and amounts identified in Able's review
of the preacquisition financial statements of the Division and are based upon
facts and circumstances that existed at the time those financial statements were
prepared.

The effects of the restatements on the previously filed financial statements of
the Division included in prior Able filings is shown below (in thousands):

<TABLE>
<CAPTION>
12/31/97 7/2/98
-------- --------
<S> <C> <C>
Net loss - as previously reported $ (8,317) $(21,515)
Record additional "reserves for losses on
uncompleted contracts"(1) -- (28,200)
Record loss accruals in 1997(2) (5,293) 5,293
Record subcontractors' claims accrual in 1997(3) (4,306) 4,306
Adjust receivables for discounted amount and based
on percent complete(4) (4,417) (560)
Record legal costs in period incurred(5) (1,000) (400)
Record write-down of conduit network assets held
for sale(6) -- (6,559)
Record adjustments related to the NYSTA contract(7) (291) 291
-------- --------
Net loss - as adjusted $(23,624) $(47,344)
</TABLE>

(1) Able has restated loss reserves on the Division's July 2, 1998, unaudited
balance sheet to equal the finalized amount of the loss reserves recognized
by Able in purchase accounting and confirmed by post acquisition activity in
completing loss jobs.

(2) Able reviewed evidence that two electronic toll collection jobs were
forecast to generate losses on completion of as much $13.1 million and
$5.3 million, respectively, as of December 31, 1997. However, through
December 31, 1997, losses recognized were only approximately $13.2 million
for the two jobs. Additional losses were not accrued, apparently because
the Division believed the losses would be mitigated through change orders,
claims and additional revenues generated through those jobs. Those potential
additional revenues were not realized. The guidance for consideration of
unpriced change-orders and contractor claims is provided in paragraphs 62
and 65 of SOP 81-1. Able has restated the loss reserves to accrue for those
unrecognized losses at December 31, 1997. It is Able's policy to not
consider additional revenues that might result from change-orders or claims
until the change-order is approved and signed.

(3) The claims relate to work performed by subcontractors to the Division on
certain jobs. Most of the work performed by these subcontractors occurred
in 1997. These claims were filed in 1997 or prior to July 2, 1998. Because
these claims relate to work performed in 1997 and the claims originated in
1997, Able has restated the Division's financial statements to accrue, at
December 31, 1997, the amounts that such claims have been, or are expected
to be settled.

(4) Able determined that the Division had included in unbilled receivables
(costs and profits in excess of billings) the gross amount of future user
fees to be received over twenty years from two users of the NYSTA network
(see Note 8 to the financial statements included in the Able's 1999 Form
10-K). The fees are payable in installments and should have been recorded
at their discounted present value. Consequently, Able recorded an
adjustment to reallocate the purchase price to recognize a discount on
these long-term receivables. The discounted (at 10%) present value of these
long-term receivables was approximately $3.8 million at October 31, 1999.
Able believes this was an accounting error as reflected in the financial
statements of the Division as of and for the year ended December 31, 1997.
Therefore, Able has restated the financial statements of the Division to
reflect the correction of this error at December 31, 1997.

(5) Able has also restated its own operating results for the first three
quarters of fiscal 1999 (see Note 22 to the financial statements included in
Able's 1999 Form 10-K). The restatement included adjustments for costs to
operate the New Jersey Consortium Violation Processing Center that were
determined to have been improperly deferred. It was determined that
approximately $1.4 million of those costs were incurred before the
acquisition of the Division and should have been expensed in the pre-
acquisition financial statements of the Division. The $1.4 million was for
legal fees and other pre-contract costs related to the award of the contract
to the Division. Able has restated the financial statements of the Division
to expense these costs when incurred in 1997 or early 1998.

(6) The financial statements prepared by the Division reflected NYSTA conduit
network constructed by the Division and held for sale at approximately
$34.6 million. This adjustment reduces the carrying value of that asset to
the approximate net amount realized by Able on its subsequent sale.

(7) This amount is the net effect of adjustments related to the NYSTA contract
to more appropriately value, as of December 31, 1997, the conduit network
held for sale, the related accrual for property taxes, and the reserve for
loss on that contract.

The following entries summarize the effects of the above restatement adjustments
on the previously reported balance sheets of the Division as of December 31,
1997, and July 2, 1998:

<TABLE>
<CAPTION>
December 31, 1997
-----------------
<S> <C> <C>
Network assets $21,110
Accumulated deficit 15,307
Reserves for Losses on Uncompleted Contracts 12,610
Property taxes payable 18,390
Costs and earnings in excess of billings on uncompleted contracts 5,417

<CAPTION>
July 2, 1998 (unaudited)
------------------------
<S> <C> <C>
Network assets $28,044
Accumulated deficit 41,136
Reserves for Losses on Uncompleted Contracts 39,900
Property taxes payable 22,000
Costs and earnings in excess of billings on uncompleted contracts 7,280
</TABLE>
<PAGE> 104
ABLE TELCOM HOLDING CORP.

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED JULY 31, 1998

<TABLE>
<CAPTION>
7/31/98
ABLE 3/31/98 -5 MOS
HISTORICAL PATTON PRO FORMA
(RESTATED) HISTORICAL ADJUSTMENTS SUB TOTAL
---------- ---------- ----------- ---------
<S> <C> <C> <C> <C>
Revenues $ 115,125 $ 9,339 -- $ 124,464
Costs of revenues 90,222 8,825 -- 99,047
General and administrative 14,703 889 -- 15,592
Depreciation and amortization 4,865 501 12 (A) 5,378
---------- ---------- ----------- ---------
Total costs and expenses 109,790 10,215 12 120,017
---------- ---------- ----------- ---------
Income (loss) from operations 5,335 (876) (12) 4,447
Other (income) expense, net:
Interest expense 2,092 574 (57)(B) 2,609
Interest and dividend income -- -- -- --
Other (income) expense 1,046 (366) 78 (C) 758
---------- ---------- ----------- ---------
Total other (income) expense, net 3,138 208 21 3,367
Minority interest 610 -- -- 610
---------- ---------- ----------- ---------

Income (loss) before income taxes 1,587 (1,084) (33) 470
Income tax expense (benefit) 857 (142) (13)(D) 702
---------- ---------- ----------- ---------
Net income (loss) 730 (942) (20) (232)
Preferred stock dividends and discount
attributable to beneficial conversion
privilege of preferred stock 8,158 -- -- 8,158
---------- ---------- ----------- ---------
Net income (loss) applicable to common stock $ (7,428) $ (942) $ (20) $ (8,390)
========== ========== =========== =========
Earnings per common share - basic $ (0.77)
Earnings per common share - diluted $ (0.77)

Basic weighted average shares 9,660,921
Diluted weighted average shares 9,660,921

<CAPTION>
11/1/97-
6/30/98
MFSNT PRO FORMA PRO FORMA
HISTORICAL ADJUSTMENTS COMPANY
(RESTATED) (RESTATED) (RESTATED)
---------- ----------- ----------
<S> <C> <C> <C>
Revenues $162,085 -- $ 286,549
Costs of revenues 193,010 -- 292,057
General and administrative 11,939 -- 27,531
Depreciation and amortization 2,146 $ 877 (F) 8,401
---------- ----------- -----------
Total Costs and Expenses 207,095 877 327,989
---------- ----------- -----------
Income (loss) from operations (45,010) (877) (41,440)
Other (income) expense, net:
Interest expense -- 3,421 (E) 6,030
Interest and dividend income (15) -- (15)
Other (income) expense 6 -- 764
---------- ----------- -----------
Total other (income) expense, net (9) 3,421 6,779
Minority interest -- -- 610
---------- ----------- -----------
Income (loss) before income taxes (45,001) (4,298) (48,829)
Income tax expense (benefit) -- (702)(G) --
---------- ----------- -----------
Net income (loss) (45,001) (3,596) (48,829)
Preferred stock dividends and discount
attributable to beneficial conversion
privilege of preferred stock -- 533 (E) 8,691
---------- ----------- -----------
Net income (loss) applicable to common stock $ (45,001) $ (4,129) $ (57,520)
========== =========== ===========
Earnings per common share - basic $ (5.95)
Earnings per common share - diluted $ (5.95)

Basic weighted average shares 9,660,921
Diluted weighted average shares 9,660,921
</TABLE>

<PAGE> 105

NOTES:

(A)
Incremental depreciation of $12,000 attributable to property, plant and
equipment acquired from Patton and recorded at fair value.

(B)
Elimination of the amortization of debt discount of $57,000 for Patton related
to debt repaid by Able.

(C)
Elimination of $78,000 in amortization of deferred financing costs related to
debt repaid by Able, offset by the amortization of goodwill related to the
acquisition of Patton.

(D)
Income tax benefit of $13,000 resulting from pro forma adjustments A, B, and C
based on a rate of 38%.

(E)
Assumes the Company financed the cash purchase price of MFSNT of $63.4 million
($67.5 million less equity valued at $4.1 million) in the following ways (in
thousands):

<TABLE>
<CAPTION>
Net Proceeds
________________________________________________________________________________
<S> <C>
Series B Preferred Stock (1) $18,110
WorldCom Note (2) 30,000
Secured Credit Facility (3) 15,290
________________________________________________________________________________
$63,400
________________________________________________________________________________
</TABLE>

(1) Assumes the $20.0 million Series B Preferred Stock was issued for net
proceeds of $18.1 million on November 1, 1996, resulting in pro forma
adjustments thru July 2, 1998, for dividends at 4 percent or $533,000.
A beneficial conversion charge of $7.9 million related to the issuance
of the Series B Preferred Stock was recognized at the date of issue and
is reflected in the historical financial statements of the Company for
the nine months ended July 2, 1998.
(2) Assumes the 11.5 percent $30.0 million WorldCom Note was issued for net
proceeds of $30.0 million on November 1, 1997, resulting in a pro forma
adjustment for the period from January 1, 1998 to July 2, 1998, to
interest expense of $2.3 million.
(3) Assumes the remainder of the cash purchase price of $15.3 million was
financed through the Company's Secured Credit Facility with a stated
interest rate of 9.5 percent and an estimated effective interest rate
of 11.0 percent, resulting in a pro forma adjustment for the period
from January 1, 1998 to July 2, 1998, to interest expense of $1.1
million.

(F)
The MFSNT goodwill of $26.3 million is being amortized over 20-years resulting
in annual amortization expense of $1.3 million. The pro forma adjustment for
the period from January 1, 1998 to July 2, 1998 is approximately $0.9 million.

(G)
As a result of significant pro forma losses, a pro forma adjustment is necessary
to eliminate income tax expense.

<PAGE> 106

ABLE TELCOM HOLDING CORP.

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED OCTOBER 31, 1997

10/31/97 10/31/97
ABLE PATTON PRO FORMA
HISTORICAL HISTORICAL ADJUSTMENTS
---------- ---------- -----------
<S> <C> <C> <C>
Revenues $ 86,334 $30,456 --
Costs of revenues 68,181 26,375 --
General and administrative 8,781 2,415 --
Depreciation and amortization 4,532 1,246 63 (K)
---------- ---------- -----------
Total Costs and Expenses 81,494 30,036 63
---------- ---------- -----------
Income (loss) from operations 4,840 420 (63)
Other expenses (income):
Interest expense 1,565 775 (129) (L)
Interest and dividend income (449) -- --
Other (income) expense (153) (172) 187 (M)
---------- ---------- -----------
Total other expense, net 963 603 58
Minority interest 292 6 --
---------- ---------- -----------
Income (loss) before income taxes 3,585 (189) (121)
Income tax expense (benefit) 727 135 (46) (N)
---------- ---------- -----------
Net income (loss) 2,858 (324) (75)
Preferred stock dividends and discount
attributable to beneficial conversion
privilege of preferred stock 1,526 -- --
---------- ---------- -----------
Net income (loss) applicable to common stock $ 1,332 $ (324) $ (75)
========== ========== ===========
Earnings per common share - basic $ 0.16
Earnings per common share - diluted $ 0.16

Basic weighted average shares 8,504,972
Diluted weighted average shares 8,504,972

12/31/97
MFSNT PRO FORMA PRO FORMA
HISTORICAL ADJUSTMENTS COMPANY
SUB TOTAL (RESTATED) (RESTATED) (RESTATED)
--------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Revenues $ 116,790 $364,917 -- $ 481,707
Costs of revenues 94,556 363,452 -- 458,008
General and administrative 11,196 22,381 -- 33,577
Depreciation and amortization 5,841 2,685 1,315 (P) 9,841
--------- -------- ----------- ---------
Total Costs and Expenses 111,593 388,518 1,315 501,426
--------- -------- ----------- ---------
Income (loss) from operations 5,197 (23,601) (1,315) (19,719)
Other expenses (income):
Interest expense 2,211 -- 5,132 (O) 7,343
Interest and dividend income (449) -- -- (449)
Other (income) expense (138) 23 -- (115)
--------- -------- ----------- ---------
Total other expense, net 1,624 23 5,132 6,779
Minority interest 298 -- -- 298
--------- -------- ----------- ---------
Income (loss) before income taxes 3,275 (23,624) (6,447) (26,796)
Income tax expense (benefit) 816 -- (816) (Q) --
--------- -------- ----------- ---------
Net income (loss) 2,459 (23,624) (5,631) (26,796)
Preferred stock dividends and discount
attributable to beneficial conversion
privilege of preferred stock 1,526 -- 8,709 (O) 10,235
--------- -------- ----------- ---------
Net income (loss) applicable to common stock $ 933 $(23,624) $ (14,340) $ (37,031)
========= ======== =========== =========
Earnings per common share - basic $ (4.35)
Earnings per common share - diluted $ (4.35)

Basic weighted average shares 8,504,972
Diluted weighted average shares 8,504,972
</TABLE>

<PAGE> 107

NOTES:

(K)
Incremental depreciation of $63,000 attributable to recording property, plant
and equipment acquired from Patton and recorded at fair value.

(L)
Elimination of the amortization of debt discount of $129,000 for Patton that
related to debt repaid by Able.

(M)
Elimination of $187,000 in amortization of deferred financing costs related to
debt repaid by Able, offset by the amortization of goodwill related to the
acquisition of Patton.

(N)
Income tax benefit of $46,000 resulting from proforma adjustments K, L, and M
based on a rate of 38%.

(O)
Assumes the Company financed the cash purchase price of MFSNT of $63.4
million ($67.5 million less equity valued at $4.1 million) in the following ways
(in thousands):

<TABLE>
<CAPTION>
Net Proceeds
-------------------------------------------------------------------------------
<S> <C>
Series B Preferred Stock (1) $18,110
WorldCom Note (2) 30,000
Secured Credit Facility (3) 15,290
-------------------------------------------------------------------------------
$63,400
-------------------------------------------------------------------------------
</TABLE>

(1) Assumes the $20.0 million Series B Preferred Stock was issued for net
proceeds of $18.1 million on November 1, 1996, resulting in pro forma
adjustments during fiscal year 1997 for dividends at 4 percent or
$800,000 and a beneficial conversion charge of $7.9 million recognized at
the date of issue.
(2) Assumes the 11.5 percent $30.0 million WorldCom Note was issued for net
proceeds of $30.0 million on November 1, 1996, resulting in a pro forma
adjustment during fiscal year 1997 to interest expense of $3.5 million.
(3) Assumes the remainder of the cash purchase price of $15.3 million was
financed through the Company's Secured Credit Facility with a stated
interest rate of 9.5 percent and an estimated effective interest rate of
11.0 percent, resulting in a pro forma adjustment during fiscal year 1997
to interest expense of $1.7 million.

(P)
The MFSNT goodwill of $26.3 million is being amortized over 20-years resulting
in annual amortization expense of $1.3 million.

(Q)
As a result of significant pro forma losses, a pro forma adjustment is necessary
to eliminate income tax expense.

<PAGE> 108

ABLE TELCOM HOLDING CORP.
AND SUBSIDIARIES

NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS
(UNAUDITED)

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 $4.3 million (as
adjusted) was recorded and is being amortized on a straight-line basis over 20
years. The results of operations of Patton have been included in the Company's
consolidated statements of operations since the date of acquisition.

On July 2, 1998, the Company acquired the Network Technologies Division of MFS
Network Technologies, Inc. ("MFSNT") from a subsidiary of WorldCom, Inc. The
acquisition was accounted for as a purchase and the operations of MFSNT have
been included in the consolidated financial statements of the Company
prospectively from the date of acquisition.

As described in Item 2. of this Form 8-K/A-3, the purchase price for MFSNT
included the following consideration (in millions):

<TABLE>
<S> <C>
Contract price $58.8
Transaction related costs 4.6
WorldCom Option 3.5
WorldCom Phantom Stock Awards 0.6
-----------------------------------------------------------------------------
Total purchase prices $67.5
-----------------------------------------------------------------------------
</TABLE>

The Company's consolidated balance sheet as of October 31, 1998, reflected the
preliminary allocation of the purchase price to the assets acquired and the
liabilities assumed based on initial estimates of their fair values. During the
year ended October 31, 1999, (see Note 5 to the financial statements included in
Able's 1999 Form 10-K) the Company obtained the information needed to complete
its valuation and finalized the allocation as set forth below (in millions):

<TABLE>
<CAPTION>
As
Previously Final
Reported Adjustments Allocation
---------- ----------- ----------
<S> <C> <C> <C>
Accounts receivable $47.0 $(1.4) $45.6
Costs and profits in excess of billings on
uncompleted contracts 93.7 (5.0) 88.7
Assets held for sale 38.8 -- 38.8
Prepaid expenses 1.0 -- 1.0
Property 5.7 -- 5.7
Goodwill 16.5 9.8 26.3
Accounts payable (13.7) (0.5) (14.2)
Billings in excess of costs on uncompleted
contracts and accrued job costs incurred (56.6) -- (56.6)
Reserves for losses on uncompleted
contracts (40.5) 0.6 (39.9)
Accrued restructuring costs (2.0) 0.3 (1.7)
Property taxes payable (15.0) -- (15.0)
Other accrued liabilities (7.4) (3.8) (11.2)
-------------------------------------------------------------------------------
Total allocated purchase price $ 67.5 $ -- $ 67.5
-------------------------------------------------------------------------------
</TABLE>

The accompanying restated pro forma combined statements of operations include
pro forma adjustments that are based on the final allocation of the MFSNT
purchase price.

The accompanying restated pro forma combined statements of operations have been
prepared assuming the purchase of MFSNT and Patton occurred as of November 1,
1996. As described in footnote 10 to the restated historical financial
statements of MFSNT included in this Form 8-K/A-3, those financial statements
have been restated by the Company. The related amounts for MFSNT included in
the pro forma combined financial statements included herein have likewise been
restated as indicated below:

<TABLE>
<CAPTION>
Eight-Months Ended Year Ended
6/30/98 MFSNT Historical 12/31/97 MFSNT Historical
----------------------------------- -----------------------------------
Previously Previously
reported Adjustments Adjusted reported Adjustments Adjusted
---------- ----------- -------- ---------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
Revenues 162,645 (560) 162,085 369,334 (4,417) 364,917
Costs of Revenues 168,141 24,869 193,010 353,562 9,890 363,452
General and Administrative 11,539 400 11,939 21,381 1,000 22,381
Depreciation and amortization 2,146 0 2,146 2,685 0 2,685
---------- ----------- -------- ---------- ----------- --------
Total Costs and Expenses 181,826 25,269 207,095 377,628 10,890 388,518
---------- ----------- -------- ---------- ----------- --------

Income (loss) from operations (19,181) (25,829) (45,010) (8,294) (15,307) (23,601)
Other (income) expense, net
Interest Expense -- 0 -- -- 0 --
Interest and dividend income (15) 0 (15) -- 0 --
Other (income) expense 6 0 6 23 0 23
---------- ----------- -------- ---------- ----------- --------
Total other (income) expense, net (9) 0 (9) 23 0 23
Minority interest -- 0 -- -- 0 --
---------- ----------- -------- ---------- ----------- --------

Income (loss) before income taxes (19,172) (25,829) (45,001) (8,317) (15,307) (23,624)
Income tax expense (benefit) -- 0 -- -- 0 --
---------- ----------- -------- ---------- ----------- --------

Net income (loss) (19,172) (25,829) (45,001) (8,317) (15,307) (23,624)
Preferred stock dividends and discount
attributable to beneficial conversion
privilege of preferred stock -- 0 -- -- 0 --
---------- ----------- -------- ---------- ----------- --------
Net income (loss) applicable to common stock (19,172) (25,829) (45,001) (8,317) (15,307) (23,624)
---------- ----------- -------- ---------- ----------- --------
</TABLE>
<PAGE> 109

APPENDIX D

AUDIT COMMITTEE OF THE
ABLE TELCOM HOLDING CORP. BOARD OF DIRECTORS

CHARTER

1. STATEMENT OF POLICY

The function of the Audit Committee is to assist the Board of Directors in
fulfilling its oversight responsibilities by reviewing the financial reports and
other financial information provided by the Corporation to any governmental
body, the public or others, the Corporation's systems of internal controls
regarding financial reporting that management and the Board have established;
and the Corporation's auditing, accounting and financial reporting processes
generally. Consistent with this function, the Audit Committee should encourage
continuous improvement of, and should foster adherence to the Corporation's
financial reporting policies, procedures and practices at all levels. The Audit
Committee's primary duties and responsibilities are to:

[ ] Serve as an independent and objective party to monitor the
Corporation's financial reporting process and internal control
system;

[ ] Review and appraise the audit efforts of the Corporation's
independent auditors and internal audit department; and

[ ] Provide an open avenue of communication among the independent
accountants, financial and senior management, the internal
auditing department, and the Board of Directors.

The Audit Committee will fulfill these responsibilities by carrying out the
activities enumerated in Section 3 and 4.

2. COMPOSITION

The Audit Committee shall be comprised of three or more directors, as determined
by the Board, each of whom shall be independent directors, as soon as such
individuals are duly qualified members of the Board but in no event later than
June 13, 2001, and free from any relationship that, in the opinion of the Board,
would interfere with the exercise of his or her independent judgment as a member
of the Committee. All members of the Committee shall have a working familiarity
with basic finance and accounting practices, and at least one member of the
committee shall have accounting or related financial management expertise.
Committee members may enhance their familiarity with finance and accounting by
participating in educational programs conducted by the Corporation or an outside
consultant. The Board of Directors, in its business judgment, shall determine
that the members of the audit committee satisfy the three foregoing criteria.

In addition, each member of the audit committee must satisfy the independence
requirements of the Nasdaq Stock Market.

The members of the Committee shall be elected by the Board at the annual
organizational meeting of the Board and shall serve until their successors shall
be duly elected and qualified. Unless a Chair is elected by the full Board, the
members of the Committee may designate a Chair by majority vote of the full
Committee membership.

3. MEETINGS

The Committee shall meet at least four times annually, or more frequently as
circumstances dictate. As part of its job to foster open communication, the
Committee should meet at least annually with management, the director of the
internal auditing department and the independent auditors in separate executive
sessions to discuss any matters that the Committee or the other participants
believe should be discussed privately. In addition, the Committee or its Chair
should meet with the independent auditors and management quarterly to review the
Corporation's financials consistent with Section 4 below. The Committee shall
maintain minutes or other records of meetings and activities of the Audit
Committee which shall be submitted to the Board of Directors.

D-1
<PAGE> 110

4. RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties the Audit Committee shall:

Documents/Reports Review

a. Review and update this Charter periodically, at least
annually, as conditions dictate and report the results of its
review to the Board;

b. Review the Corporation's annual financial statements and any
reports or other financial information to be submitted to any
governmental body, the public, or others, including any
certification, report, opinion or review rendered by the
independent auditors;

c. Review the regular internal reports to management prepared by
the internal auditing department and management's response;
and review and concur in the appointment, replacement,
reassignment, or dismissal of the director of internal audit.

d. Review with financial management and the independent auditors
a draft of the 10-Q in substantially final form, and the 10Q
prior to its filing [or prior to the release of earnings]. The
Chair of the Committee may represent the entire Committee for
purposes of this review.

Independent Accountants

The Corporation's outside independent auditors are ultimately accountable to the
Board of Directors and the Audit Committee. The Board of Directors, in
consultation with the Audit Committee has the ultimate authority to select,
evaluate, recommend that shareholders ratify the selection of and, where in its
business judgment appropriate, replace the outside independent auditors.

e. Recommend to the Board of Directors the selection of the
independent accountants, considering independence and
effectiveness and approve the fees and other compensation to
be paid to the independent auditors. Arrange for the
independent auditor to be available to the full Board of
Directors at least annually to help provide a basis for the
board to recommend to the stockholders ratification of the
appointment of the independent auditors.

f. The chair of the Committee shall be responsible for obtaining
and providing to the other members of the Committee, on at
least an annual basis, a written statement from the
Corporation's independent auditors to the committee
delineating all of the relationships between the auditors and
the Corporation, including a representation from the auditor
that the statement is consistent with the Independent
Standards Board's Standard No. 1. The Committee is
responsible, on an annual basis, for engaging in a dialogue
with the Corporation's independent outside auditors, with
respect to any relationships or services disclosed in the
foregoing statement that the Committee deems may impact the
objectivity and independence of the auditors and, if the
Committee deems appropriate, for recommending that the Board
of Directors of the Corporation take appropriate action to
assure the independence of the auditors.

g. Periodically consult with the independent auditors out of the
presence of management about internal controls over financial
reporting including computerized information system controls
and security and the fullness and accuracy of the
organization's financial statements.

h. Inquire of management, the director of internal audit and the
independent auditors about significant risks or exposures and
assess the steps management has taken to minimize such risk to
the company.

i. Consider, in consultation with the independent auditors and
the director of internal audit, the audit scope and plan of
the internal auditors and the independent auditors.

j. Review with the director of internal auditing and the
independent auditors the coordination of audit efforts to
assure coverage, reduction of redundant efforts, and the
effective use of audit resources.

Financial Reporting Processes

D-2
<PAGE> 111

k. In consultation with the independent auditors and the internal
auditors, review the integrity of the organization's financial
reporting processes, both internal and external.

l. Consider the independent auditors judgment about the quality
and appropriateness of the Corporation's accounting principles
as applied in its financial reporting. Discuss with the
Corporation's independent auditors their views about the
quality and acceptability of the Corporation's accounting
principles as applied to its financial reporting, including
such matters as the consistency of the Corporation's
accounting policies, their application and related
disclosures. The discussion should include items that the
auditors believe may have a significant impact on the
representational faithfulness, verifiability and neutrality of
the accounting information included in the Corporation's
financial statements, such as selection of new, or changes in,
accounting policies; estimates, judgments and uncertainties;
unusual transactions; and accounting policies relating to
significant financial statement items, including the timing of
transactions and the periods in which they are recorded.

m. Consider and approve, if appropriate, major changes to the
Corporation's auditing and accounting principles and practices
as suggested by the independent auditors, management, or the
internal audit department.

n. Establish regular and separate systems of reporting to the
Audit Committee by each of management, the independent
auditors and the internal auditors regarding any significant
judgments made in management's preparation of the financial
statements and the view of each as to the appropriateness of
such judgments.

o. Review policies and procedures with respect to officers'
expense accounts and perquisites, including their use of
corporate assets, and consider the results of any review of
these areas by the internal auditor or the independent
auditors.

p. Review with counsel legal regulatory matters that may have a
material impact on the financial statements, related to the
Corporation's compliance with financial reporting policies,
and programs and reports received from regulators.

q. Following completion of the annual audit, review separately
with each of management, the independent auditors and the
internal audit department any significant difficulties
encountered during the course of the audit, including any
restrictions on the scope of work or access to required
information.

r. Review any significant disagreement among management and the
independent auditors or the internal audit department in
connection with the preparation of the financial statements.

s. Review the independent auditor, the internal audit department
and advise management as to the extent to which changes or
improvements in financial or accounting practices, as approved
by the Audit Committee, have been implemented. (This review
should be conducted in an appropriate amount of time
subsequent to implementation of changes or improvements, as
decided by the Committee.)

t. Report actions to the Board of Directors with such
recommendations as the Committee may deem appropriate.

u. The Audit Committee shall have the power to conduct or
authorize investigations into any matters within the
Committee's scope of responsibilities. The Committee shall be
empowered to retain independent counsel, accountants, or
others to assist it in the conduct of any investigation.

v. The Committee will perform such other functions as assigned by
law, the Corporation's charter or by-laws, or the Board of
Directors.

w. Review the procedures established by the Corporation that
monitor the compliance by the Corporation with its loan and
indenture financial covenants and restrictions.

D-3
<PAGE> 112

ABLE TELCOM HOLDING CORP.
PROXY AND VOTING INSTRUCTION
2000 ANNUAL MEETING OF SHAREHOLDERS - [SEPTEMBER 29, 2000]

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 2000 Annual Meeting of Shareholders (the "Annual Meeting") of
Able Telcom Holding Corp. (the "Company") to be held at _________________in
Atlanta, Georgia on September 29, 2000 at 10 a.m. Eastern 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 August 17, 2000, 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
(770) 993-1570. 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 1-10. 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 Directors

Billy V. Ray, Jr. Edwin D. Johnson
Alec McLarty C. Frank Swartz

<TABLE>
<S> <C> <C>
__ FOR ALL THE NOMINEES __ WITHHOLD AUTHORITY TO __ FOR ALL THE NOMINEES
LISTED ABOVE VOTE FOR THE NOMINEES LISTED ABOVE, EXCEPT
LISTED ABOVE AS FOLLOWS
</TABLE>

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.