EXHIBIT 10.40

                              EMPLOYMENT AGREEMENT

        This Employment Agreement (the "Agreement"), dated and effective as of
April 1, 1998 (the "Effective Date"), is entered into by and between Able Telcom
Holding Corp., a Florida corporation (the "Company"), and Rick Boyle (the
"Employee").

                             PRELIMINARY STATEMENTS

        The Company and its Subsidiaries were contemporaneously herewith
acquired by Able Telcom Holding Corp. ("Able"). Employee is one of the Sellers
who sold his stock in the Company to Able. Prior to the acquisition by Able,
Employee was employed by the Company, and he desires to continue such employment
under the new ownership of the Company by Able. The Company is engaged in the
business of telecommunications installation and construction, and desires to
employ the Employee, and the Employee desires to accept such employment with the
Company, on the terms and conditions set forth in this Agreement. In view of the
Employee's prior relationships with customers, suppliers and others doing
business with the Company and its Subsidiaries, and his experience and knowledge
in the Business (as that term is hereinafter defined), and as a material
inducement to the Company to enter into this Agreement and provide the
compensation and benefits provided for herein, the Employee is willing to agree
to refrain from certain activities in competition with the Company and its
affiliates and to maintain the confidentiality of information as to the Company
or Able to which he may have or gain access.

                                    AGREEMENT

        In consideration of the premises and the respective covenants and
agreements of the parties set forth below, and intending to be legally bound
hereby, the parties agree as FOLLOWS:

1.       EMPLOYMENT. The Company hereby employs the Employee, and the Employee
         hereby accepts such employment, upon the terms and subject to the
         conditions set forth in this Agreement.

2.       TERM. The term of the Employee's employment hereunder (the "Term")
         shall commence on the Effective Date and continue for a period of 24
         months, unless sooner terminated as hereinafter provided.

3.       DUTIES AND RESPONSIBILITIES. The Employee shall serve as a Group Vice
         President of the Company, reporting to the President of the Company,
         and shall perform such duties and responsibilities commensurate with
         his position as shall be assigned to him from time to time by the
         President of the Company. During the Term, the Employee shall (i)
         devote his full business time and attention to the performance of
         services under this Agreement, (ii) use his best efforts, skills and
         abilities to promote the interests of the Company, and (iii) diligently
         and competently perform his employment duties pursuant to this
         Agreement. Employee shall owe to the Company a strict fiduciary duty of
         good faith, loyalty, diligence and fair dealing.
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4.       COMPENSATION AND BENEFITS. During the term of this Agreement, the
         Employee shall receive the compensation and benefits described below.

         (A)      BASE SALARY. The Company shall pay to the Employee, and the
                  Employee shall accept from the Company, as compensation for
                  the performance of services to the Company in all capacities
                  and the Employee's observance and performance of all of the
                  provisions hereof, a base salary at the annualized rate of
                  $159,000.00 per annum (the "Base Salary"). The Base Salary
                  shall be payable in accordance with the normal payroll
                  practices of the Company and shall be subject to withholding
                  for applicable taxes and other amounts.

         (B)      INCENTIVE COMPENSATION. In addition to the Base Salary, with
                  respect to each fiscal year of the Company ending during the
                  Term, the Employee shall be eligible to (i) earn incentive or
                  bonus compensation pursuant to such plan or plans of the
                  Company as may be in effect from time to time, compensation
                  under which may in the form of cash, shares of parent company
                  common stock, or a combination of the foregoing, and (ii)
                  receive grants of options to purchase shares of parent company
                  common stock pursuant to such plan or plans as may be in
                  effect from time to time.

         (C)      EMPLOYMENT BENEFITS. The Employee shall receive such health,
                  dental and life insurance benefits as are made available to
                  employees of the Company generally, and shall be entitled to
                  participate in the Company's 401(k) plan (subject to
                  applicable eligibility requirements). The Employee shall be
                  entitled to paid vacation in accordance with Company policies
                  as in effect from time to time.

5.       REPRESENTATIONS OF EMPLOYEE. The Employee represents and warrants to
         the Company that:

         (a)      He is not a party to, or bound by, any agreement or
                  commitment, or subject to any restriction, including but not
                  limited to agreements related to previous employment
                  containing confidentiality or noncompetition covenants, which
                  would prevent or materially impair his ability to accept and
                  perform the employment duties contemplated by this Agreement.

         (b)      He has not, at any time, been convicted in any criminal
                  proceeding and is not currently the named subject of a pending
                  criminal proceeding.

         (c)      He is not and has not been the subject of any court order,
                  judgment or decree that permanently or temporarily enjoins him
                  from engaging in any type of business practice.

         (d)      He has not, at any time, been found by a court in a civil
                  action or by the Securities and Exchange Commission to have
                  violated any federal or state securities law where such
                  judgment has not subsequently been reversed, suspended or
                  vacated.
<PAGE>

         (e)      No petition under the Bankruptcy Code (Title 11 of the United
                  States Code) or any state insolvency law has been filed by or
                  against, nor has any receiver or similar officer been
                  appointed by a court for the business or property of, (i) the
                  Employee, (ii) any partnership in which the Employee was a
                  general partner at or within two years before the time of
                  filing, or (iii) any corporation or business association of
                  which the Employee was an executive officer or director at or
                  within two years before the time of such filing.

         (f)      Except as set forth on Schedule 5 attached hereto, neither the
                  Employee nor any member of Employee's Family (as defined
                  below), owns, directly or indirectly, any interest in, or is
                  an officer, director or employee or consultant of, any entity
                  which is, or is engaged in business as, a competitor, lessor,
                  lessee, supplier, distributor, sales agent or customer of the
                  Company IN the Business.

        As used herein, "Employee's Family" shall mean the Employee's extended
family, which shall include his parents, spouse, siblings, aunts, uncles,
nieces, nephews, children and grandchildren. During the Term, the Employee shall
be under a continuing obligation to revise Schedule 5 to assure that the
representations and warranties contained in Section 5(f) are true and correct as
if made every day subsequent to the date thereof.

6.      CONFIDENTIALITY.

         (A)      CONFIDENTIAL INFORMATION. The Employee acknowledges that as a
                  result of his prior employment with the Company and in the
                  course of his employment pursuant to this Agreement, he has
                  had and is expected to continue to have extensive contact with
                  customers of the Company and its affiliates, and to have
                  knowledge of and access to trade secrets and other proprietary
                  and confidential information of the Company and its
                  affiliates, including, without limitation, the identity of
                  customers and suppliers and other persons with whom the
                  Company and its affiliates have business relationships,
                  technical information, know-how, plans, specifications, and
                  information relating to the financial condition, results of
                  operations, employees, inventions, sources, leads or methods
                  of obtaining business, pricing formulae, methods or
                  procedures, cost of supplies or services and marketing
                  strategies of the Company or its affiliates or any other
                  information relating to the Company or its affiliates that
                  could reasonably be regarded as confidential or proprietary or
                  which is not available to the public (collectively, the
                  "Confidential information"), and that such information, even
                  to the extent it may be or have been developed or acquired by
                  or through the efforts of the Employee, constitutes valuable,
                  special and unique assets of the Company and its affiliates
                  developed or acquired at great expense which are the exclusive
                  property of the Company and its affiliates. Accordingly, the
                  Employee shall not at any time, either during or subsequent to
                  the term of this Agreement, use or purport to authorize any
                  person to use, reveal, report, publish, transfer or otherwise
                  disclose to any person, corporation or other entity, any of
                  the Confidential information without the 

<PAGE>

                  prior written consent of the Company, except to responsible
                  officers of the Company and other responsible persons who are
                  in a contractual or fiduciary relationship with the Company
                  and who have a need for such information for purposes in the
                  best interests of the Company. Without limiting the generality
                  of the foregoing, the Employee shall not, directly or
                  indirectly, disclose or otherwise make known to any Person the
                  names or addresses of any of the customers of the Company or
                  its affiliates, whether such persons are customers as of the
                  Effective Date or become such in the future and whether or not
                  such persons have previously conducted business with the
                  Employee in any capacity, or any information as to the
                  Company's employees and others providing services to the
                  Company or its affiliates, including with respect to their
                  abilities, compensation, benefits and other terms of
                  employment or engagement. The Employee acknowledges that the
                  Company would not enter into this Agreement without the
                  assurances provided above with respect to the Confidential
                  Information of the Company and its affiliates. The
                  restrictions following expiration of the Term or termination,
                  whichever is later, shall be for a period of two (2) years
                  following such expiration or termination for Confidential
                  Information that does not consist of trade secrets, but there
                  shall be no time limitation for the restrictions on disclosure
                  of trade secrets.

         (B)      RETURN OF CONFIDENTIAL INFORMATION. Upon the termination of
                  the Employee's employment with the Company, the Employee shall
                  promptly deliver to the Company all customer files,
                  correspondence, manuals, notes, notebooks, reports and copies
                  thereof, and all other materials relating to the Company's
                  business, including without limitation any materials
                  incorporating Confidential information, which are in the
                  possession or control of the Employee.

         (C)      CONFIDENTIALITY PROCEDURES. Employee shall be responsible for
                  establishing, maintaining and enforcing procedures to protect
                  the confidentiality of the Company's trade secrets and other
                  confidential information, including also such trade secrets
                  and confidential information of Able and its affiliates as may
                  be disclosed or made available to him as a result of or in
                  conjunction with his employment with the Company since its
                  inception.

7.       RESTRICTIVE COVENANTS. The Employee acknowledges that in order to
         assure the Company that it will retain its value as a "going concern"
         and will retain the value of its business relationships, it is
         reasonable that the Employee be limited in utilizing his special
         knowledge of the business of the Company and his relationships with
         customers, suppliers and others to compete with the Company, as
         hereinafter provided. The parties acknowledge that the Territory (as
         defined below) consists of a geographic area where the Company
         currently conducts business or intends to conduct business during the
         Term. The Employee acknowledges that the Company would not enter into
         this Agreement and pay the compensation and provide the benefits
         provided for herein without the covenants and agreements of the
         Employee set forth in this Section 7.

<PAGE>

         (A)      RESTRICTION ON COMPETITION. During a period commencing on the
                  Effective Date and ending on the expiration of the Term or
                  effective date of termination, whichever is later (the
                  "Restricted Period"), the Employee shall not, and shall not
                  permit any persons subject to his direction or control to,
                  directly or indirectly, anywhere within the States of Georgia,
                  Tennessee, North Carolina, South Carolina, Virginia, Kentucky,
                  Florida, Alabama, Mississippi, Louisiana or Arkansas, or in
                  the District of Columbia (the "Territory"), whether alone or
                  in association with others, or as principal, officer, agent,
                  employee, director or stockholder of any corporation,
                  partnership, association or other entity, or through the
                  investment of capital, lending of money or property, rendering
                  of services or otherwise, engage in, significantly influence,
                  control, have an ownership interest in or otherwise become
                  actively involved with any business competitive with the
                  Company in the Business.

         (B)      NONSOLICITATION. During the Restricted Period and for one (1)
                  year thereafter, the Employee shall not, and shall not permit
                  any persons subject to his direction or control to, directly
                  or indirectly, on their own behalf or on behalf of any other
                  person (except the Company or its affiliates), (i) (Deleted],
                  (ii) otherwise divert or attempt to divert any Business from
                  the Company or any of its Subsidiaries operating in the
                  Territory, (iii) interfere with the business relationships
                  between the Company and any of its Subsidiaries operating in
                  the Territory, on the one hand, and any of their respective
                  Customers, suppliers or others with whom they have business
                  relationships in the Business, on the other hand, or (iv)
                  recruit or otherwise solicit or induce, or enter into or
                  participate in any plan or arrangement to cause any person who
                  is an employee of, or otherwise performing services for, the
                  Company or any of its Subsidiaries to terminate his or her
                  employment or other relationship with the Company or any of
                  its Subsidiaries, or (v) hire or assist someone else in hiring
                  any person who has left the employ of the Company or any of
                  its Subsidiaries during the twelve months preceding such
                  hiring.

         (C)      EXCEPTION. The ownership or control by the Employee or his
                  affiliates, as a passive investor, of up to five percent of
                  the outstanding voting securities or securities of any class
                  of a company with a class of securities registered under the
                  Securities Exchange Act of 1934, as amended, shall not be
                  deemed to be a violation of the provisions of this Section 7.

         (D)      DEFINITIONS. As used herein the term "Business" means and
                  includes the construction and installation (above ground or
                  below ground) of telecommunications lines and equipment or
                  materials appurtenant thereto. "Customer" means and includes
                  (i) any and all persons for or to whom the Company or its
                  Subsidiaries provided services or materials or with whom the


<PAGE>

                  Company or any of its Subsidiaries had contracts for the
                  provision of services or materials at any time within the 14
                  month period ending on the date of termination of employment
                  or expiration of the Term hereof, whichever last occurs, (ii)
                  any and all persons or entities to whom proposals or bids were
                  submitted by the Company or its Subsidiaries during the 14
                  month period prior to the date of termination or expiration of
                  Term, whichever last occurs, and (iii) any and all persons or
                  entities from whom the Company or any of its Subsidiaries
                  received requests for bids or proposals during said 14 month
                  period.

8.       REMEDIES. The restrictions set forth in Sections 6 and 7, including the
         length of the Restricted Period, the geographic scope of the Territory
         and the activities included in the Business, are considered by the
         parties to be reasonable for the purposes of protecting the value of
         the business and goodwill of the Company and the legitimate business
         interests of Able. The Employee acknowledges that compliance with the
         restrictions set forth in Sections 6 and 7 will not prevent him from
         earning a livelihood, and that in the event of a breach by the Employee
         of any of the provisions of Section 6 and 7, monetary damages would not
         provide an adequate remedy to the Company. Accordingly, the Employee
         agrees that, in addition to any other remedies available to the
         Company, the Company shall be entitled to injunctive and other
         equitable relief to secure the enforcement of these provisions, and
         shall be entitled to receive reimbursement from the Employee for
         attorneys, fees and expenses incurred by it in enforcing these
         provisions. In addition to its other rights and remedies hereunder, the
         Company shall have the right to require the Employee to account for and
         pay over to it all compensation, profits, money, accruals and other
         benefits derived or received, directly or indirectly, by the Employee
         from any breach of the provisions of Section 7. If the Employee
         breaches the covenant set forth in Section 7, the running of the
         Restricted Period shall be tolled for so long as such breach continues.
         It is the desire and intent of the parties that the provisions of
         Sections 6, 7 and 8 be enforced in full; however, if any provisions of
         Sections 6, 7 or 8 relating to the time period, scope of activities or
         geographic area of restrictions is declared by a court of competent
         jurisdiction to exceed the maximum permissible time period, scope of
         activities or geographic area, the maximum time period, scope of
         activities or geographic area, as the case may be, shall be reduced to
         the maximum which such court deems enforceable with respect only to the
         jurisdiction in which such adjudication is made. If any provisions of
         Sections 6, 7 or 8 other than those described in the preceding sentence
         are adjudicated to be invalid or unenforceable, the invalid or
         unenforceable provisions shall be deemed amended (with respect only to
         the jurisdiction in which such adjudication is made) in such manner as
         to render them enforceable and to effectuate as nearly as possible the
         original intentions and agreement of the parties.

9.       TERMINATION. The Employee's employment hereunder may be terminated
         prior to the expiration of the Term only under the following
         circumstances:

         (A)      DEATH. The Employee's employment hereunder shall terminate
                  upon his death. Following termination pursuant to this Section
                  9(a), the Employee shall not be 
<PAGE>

                  entitled to receive any further compensation from the Company
                  pursuant to this Agreement except any accrued and unpaid Base
                  Salary through the date of termination.

         (B)      DISABILITY. The Company may terminate the Employee's
                  employment hereunder and the Term, effective upon written
                  notice to the Employee, if the Employee becomes unable to
                  perform his duties under this Agreement for a period of 90
                  consecutive days or for an aggregate of 120 days, whether or
                  not consecutive, in any twelve month period, due to illness,
                  accident or any other physical or mental incapacity, as
                  reasonably determined by Company Management (a "Disability").
                  Notwithstanding any Disability referred to in this Section
                  9(b), until the date of termination for Disability, the
                  Company shall continue to pay the Employee his Base Salary,
                  less any insurance proceeds or other disability benefits
                  received by the Employee by virtue of such disability, and
                  provide the Employee's benefits under Section 4(c) up to and
                  including the date of such termination. Following termination
                  pursuant to this Section 9(b), the Employee shall not be
                  entitled to receive any further compensation from the Company
                  pursuant to this Agreement except any accrued and unpaid Base
                  Salary through the date of termination.

         (C)      TERMINATION FOR CAUSE. The Company may terminate the Term and
                  the Employee's employment hereunder for "Cause," effective
                  upon written notice to the Employee. Upon termination of the
                  Employee's employment for Cause, the Employee shall have no
                  right to receive any further compensation or benefits
                  hereunder after the date of termination except any accrued and
                  unpaid Base Salary through the date of termination. As used
                  herein, "Cause" shall mean the occurrence of one or more of
                  the following: (i) material breach by the Employee of any
                  provision of this Agreement; (ii) Employee's gross negligence,
                  willful misconduct or willful refusal or failure to perform
                  any of his duties or responsibilities under this Agreement or
                  to follow any of the Company's lawful policies or directives;
                  (iii) fraud, commission of a felony or a crime involving moral
                  turpitude, dishonesty or embezzlement by the Employee; (iv)
                  the Employee's misappropriation for personal use of assets or
                  business opportunities of the Company or any of its
                  affiliates; (v) the Employee's engaging in conduct that is
                  materially injurious to the Company or its affiliates, whether
                  monetary or otherwise; or (vi) refusal to follow the specific
                  instructions of the Board of Directors or the Chief Executive
                  Officer of Able or the Company.

         (D)      DATE OF TERMINATION. "Date of termination" shall mean (i) if
                  the Employee's employment is terminated by his death, the date
                  of his death, and (ii) if the Employee's employment is
                  terminated for Disability or Cause, the date specified in the
                  written notice referred to in Sections 9(b) and (c), as the
                  case may be.

10.      ORIGINAL MATERIAL. The Employee acknowledges that the compensation paid
         to the Employee by the Company during the Employee's employment by the
         Company is intended to and does compensate the Employee for the
         Employee's originality,


<PAGE>

         innovativeness and inventiveness as it relates to the Business. The
         Employee agrees that any inventions, discoveries, improvements, ideas,
         concepts or original works of authorship relating to the Business,
         including, without limitations, computer apparatus and programs,
         whether or not protectable by patent or copyright, that are or have
         been originated, developed, made conceived, authored or reduced to
         practice by the Employee alone or jointly with others during the
         Employee's employment with the Company shall be the property of and
         belong exclusively to the Company. The Employee shall promptly and
         fully disclose to the Company the origination or development by the
         Employee of any such material and shall provide the Company with any
         information that it may reasonable request about such material.

11.      MISCELLANEOUS.

         (A)      DEFINITION OF TERMS. The term "affiliate," when used in this
                  Agreement with respect to any person, means any person that,
                  directly or indirectly, controls, is controlled by or is under
                  common control with such person, and with respect to any
                  natural person, includes the members of such person's
                  immediate family (spouse, children and parents). The term
                  "person," when used in this Agreement means any natural person
                  or entity with legal status.

         (B)      NO OBLIGATION TO RENEW. Nothing contained in this Agreement
                  shall constitute an obligation on the part of the Company or
                  the Employee to renew this Agreement or the Employee's
                  employment with the Company upon expiration of the Term, and
                  neither party shall be required to give prior notice to the
                  other party of the termination of this Agreement upon the
                  expiration of the Term. Unless the parties otherwise agree in
                  writing, continuation of Employee's employment with the
                  Company beyond the expiration of the Term shall be deemed an
                  employment at will (but with all terms and conditions other
                  than the Term of employment remaining in full force and
                  effect) and Employee's employment may thereafter be terminated
                  at will by Employee or the Company without further obligation
                  of either party hereunder. In such event, the date on which
                  Employee's employment is terminated after expiration of the
                  Term shall be the commencement date for the Restricted Period.

         (C)      SURVIVAL. The provisions of Sections 6, 7 and 8 shall survive
                  the termination of this Agreement for the periods set forth
                  therein.

         (D)      ENTIRE AGREEMENT. This Agreement, including the schedules
                  hereto, sets forth the entire understanding of the parties
                  with respect to the subject matter hereof and merges and
                  supersedes any prior or contemporaneous agreements between the
                  parties pertaining thereto.

         (E)      AMENDMENT. This Agreement may not be amended except by an
                  instrument in writing signed by the parties hereto.
<PAGE>

         (F)      WAIVER. No waiver by any party of any of its rights under this
                  Agreement shall be effective unless in writing and signed by
                  the party against which the same is sought to be enforced. No
                  such waiver by any party of its rights under any provision of
                  this Agreement shall constitute waiver of such party's rights
                  under any other provision of this Agreement. No failure by any
                  party hereto to take any action against any breach of this
                  Agreement or default by another party shall constitute a
                  waiver of the former party's right to enforce any provision of
                  this Agreement or to take action against such breach or
                  default or any subsequent breach or default by such other
                  party.

         (G)      SUCCESSORS AND ASSIGNS. This is an agreement for the provision
                  of personal services, and the Employee shall not have the
                  right to assign his rights or obligations hereunder without
                  the prior written consent of the Company, which may be given
                  or withheld in the Company's sole discretion. The Company
                  shall not have the right to assign its rights or obligations
                  under this Agreement without the prior written consent of the
                  Employee, provided that this Agreement may be assigned by the
                  Company without the consent of the Employee to another
                  corporation under common control with the Company, and upon
                  the sale of all or substantially all of the assets, business
                  and goodwill of the Company to another company, or upon the
                  merger or consolidation of the Company with another company,
                  this Agreement may be assigned by the Company to the purchaser
                  of such assets and shall inure to the benefit of, and be
                  binding upon, both the Employee and the company purchasing
                  such assets, business and goodwill, or surviving such merger
                  or consolidation, as the case may be, in the same manner and
                  to the same extent as though such other company were the
                  Company. Subject to the foregoing, this Agreement shall inure
                  to the benefit of, and be binding upon, the parties hereto and
                  their legal representatives, heirs, successors and permitted
                  assigns. The rights and obligations of the parties under this
                  Agreement shall be unaffected by a change in control of the
                  Company or any of its parent corporations.

         (H)      ADDITIONAL ACTS. The Employee and the Company shall execute,
                  acknowledge and deliver and file, or cause to be executed,
                  acknowledged and delivered and filed, any and all further
                  instruments, agreements or documents as may be necessary or
                  expedient in order to consummate the transactions provided for
                  in this Agreement and do any and all further acts and things
                  as may be necessary or expedient in order to carry out the
                  purpose and intent of this Agreement.

         (I)      COMMUNICATIONS. All notices, requests, demands and other
                  communications under this Agreement shall be in writing and
                  shall be deemed to have been given at the time personally
                  delivered, on the business day following the day such
                  communication is sent by recognized overnight courier service,
                  on acknowledgment of receipt of a facsimile of such
                  communication, or five days after being deposited in the
                  United States mail enclosed in a registered or certified
                  postage prepaid envelope, return receipt requested, and
                  addressed to the intended 


<PAGE>

                  recipient at the address set forth beneath such person's
                  signature on the signature pages hereto, or sent to such other
                  address as a party may specify by notice to the other party;
                  provided, however, that any notice of change of address shall
                  be effective only upon receipt.

         (J)      SEVERABILITY. If any provision of this Agreement is held
                  to be invalid or unenforceable by a court of competent
                  jurisdiction, such invalidity or unenforceability shall not
                  affect the validity and enforceability of the other provisions
                  of this Agreement and the provision held to be invalid or
                  unenforceable shall be enforced as nearly as possible
                  according to its original terms and intent to eliminate such
                  invalidity or unenforceability.

         (K)      WITHHOLDING TAXES. The Company may withhold from amounts
                  payable under this Agreement such federal, state and local
                  taxes as are required to be withheld pursuant to any
                  applicable law or regulation and the Company shall be
                  authorized to take such action as may be necessary in the
                  opinion of the Company's counsel (including, without
                  limitation, withholding from amounts from any compensation or
                  other amount owing from the Company to Employee) to satisfy
                  all obligations for the payment of such taxes.

         (L)      GOVERNING LAW. The validity, interpretation, construction and
                  performance of this Agreement shall be governed by the laws of
                  the State of Georgia applicable to agreements made and to be
                  performed entirely in such state, without regard to the
                  conflict of laws principles of such state.

         (M)      CONFIDENTIALITY. The Employee shall not disclose the existence
                  of this Agreement or any of the terms or conditions hereof to
                  any person without the prior written consent of Company
                  Management, except for disclosures to such of Employee's
                  personal advisors or representatives who have a need to know
                  such information in connection with the performance of their
                  services to the Employee.

         (N)      HEADINGS. The section and other headings contained in this
                  Agreement are for reference purposes only and shall not affect
                  the meaning or interpretation of any provisions of this
                  Agreement.

         (O)      COUNTERPARTS. This Agreement may be executed in any number of
                  counterparts, each of which shall be deemed an original but
                  all of which together shall constitute one and the same
                  instrument.

         (P)      LITIGATION; PREVAILING PARTY. If any litigation is instituted
                  regarding this Agreement, the prevailing party shall be
                  entitled to receive from the non-prevailing party, and the
                  non-prevailing party shall pay, all reasonable fees and
                  expenses of 


<PAGE>

                  counsel  for the prevailing party.

         (Q)      WAIVER OF JURY TRIAL. Each party hereto knowingly, irrevocably
                  and voluntarily waives its right to a trial by jury in any
                  litigation which may arise under or involving this Agreement.

         (R)      VENUE; JURISDICTION. If any litigation is to be instituted
                  regarding this Agreement, it shall be instituted in the state
                  and federal courts located in metropolitan Atlanta, Georgia,
                  and each party irrevocably consents and submits to the
                  personal jurisdiction of such courts in any such litigation,
                  and waives any objection to the laying of venue in such
                  courts. Service of process in any such litigation shall be
                  effective as to any party if given to such party by registered
                  or certified mail, return receipt requested, or by any other
                  means of mail that requires a signed receipt, postage prepaid,
                  mailed to such party as provided in Section 11(i).

         (S)      PARTICIPATION OF PARTIES. The parties hereto acknowledge that
                  this Agreement and all matters contemplated herein have been
                  negotiated among all parties hereto and their respective legal
                  counsel and that all such parties have participated in the
                  drafting and preparation of this Agreement from the
                  commencement of negotiations at all times through the
                  execution hereof.

         (T)      INJUNCTIVE RELIEF. It is possible that remedies at law may be
                  inadequate and, therefore, the parties hereto shall be
                  entitled to equitable relief including, without limitation,
                  injunctive relief, specific performance or other equitable
                  remedies in addition to all other remedies provided hereunder
                  or available to the parties hereto at law or in equity.

         (U)      REMEDIES CUMULATIVE. No remedy made available by any of the
                  provisions of this Agreement is intended to be exclusive of
                  any other remedy, and each and every remedy shall be
                  cumulative and shall be in addition to every other remedy
                  given hereunder or now or hereafter existing at law or in
                  equity.
<PAGE>

        IN WITNESS WHEREOF, the parties hereto have each duly executed this
Agreement as of the date set forth above.

                                             ABLE TELCOM HOLDING CORP.

                                             BY: /s/ FRAZIER L. GAINES
                                                 ------------------------------
                                                  Frazier Gaines
                                                  President
                                                  The Centurion Building
                                                  1601 West Forum Place
                                                  Suite 1110
                                                  West Palm Beach, Florida 33401

                                             EMPLOYEE:

                                                 /s/ RICHARD A. BOYLE
                                                 ------------------------------
                                                  Rick Boyle
                                                  1422 Spainwood Street
                                                  Columbia, Tennessee 38401

                                   SCHEDULE 5

                                FAMILY INTERESTS

[to be added by Employee]

N/A