WPALM/47867_1.DOC
EXHIBIT 10.22         SECOND MODIFICATION OF TERM LOAN
                     REVOLVING CREDIT AND SECURITY AGREEMENT

        THIS  AGREEMENT  is made as of the 30TH  day of  October,  1996,  by and
between SUNTRUST BANK, SOUTH FLORIDA,  N.A., a national banking association (the
"Lender"),  ABLE TELCOM HOLDING CORP., a Florida  corporation (the "Borrower") ,
TRANSPORTATION SAFETY CONTRACTORS,  INC., a Florida corporation,  TRANSPORTATION
SAFETY   CONTRACTORS   OF   VIRGINIA,   INC.,  a  Virginia   corporation,   ABLE
COMMUNICATIONS  SERVICES,  INC., formerly known as BCD  COMMUNICATIONS,  INC., a
Florida  corporation  and TIPCO,  INC.,  a Florida  corporation  (singularly  an
"Existing   Guarantor"  and   collectively  the  "Existing   Guarantors"),   and
TELECOMMUNICATIONS   SERVICES  GROUP,  INC.,  a  Florida  corporation,   TRAFFIC
MANAGEMENT GROUP, INC., a Florida  corporation,  and GEORGIA ELECTRIC COMPANY, a
Georgia  corporation,  (singularly a "New Guarantor" and  collectively  the "New
Guarantors" and  collectively  with the Existing  Guarantors the  "Guarantors"),
CABLE  COMMUNICATIONS   GROUP,  INC.,  a  Florida  corporation,   COMMUNICATIONS
DEVELOPMENT GROUP, INC., a Florida corporation,  ABLE WIRELESS,  INC., a Florida
corporation,  NEUROTECHNOLOGY,  INC., a Florida  corporation  and H.C.  CONNELL,
INC., a Florida corporation  (singularly a "New Subsidiary" and collectively the
"New Subsidiaries").

                                   WITNESSETH:

        WHEREAS,  Lender,  Borrower and Existing  Guarantors entered into a Term
Loan,  Revolving Credit and Security Agreement dated as of November 29, 1995, as
amended by  Modification  of Term Loan Revolving  Credit and Security  Agreement
dated as of May 30, 1996 (the "Loan  Agreement") in connection with which Lender
made available to Borrower the Loans which are evidenced and secured by the Loan
Documents; and

        WHEREAS,  the Loan Agreement  provides that all Subsidiaries of Borrower
will join in the Loan Agreement as Guarantors and to pledge the Collateral owned
by those  Subsidiaries  to the Lender as security for the Loans and Borrower has
acquired or created the New Guarantors and the New  Subsidiaries  and Lender has
required that the New  Guarantors  join in the Loan  Agreement as Guarantors and
the New  Subsidiaries  join to  acknowledge  their  agreement  to join  the Loan
Agreement as Guarantors if required by Lender; and

        WHEREAS,  Borrower has  requested  an  additional  $1,500,000  loan from
Lender (the "New Loan") which is to be evidenced by a new $1,500,000  promissory
note (the "New Note") which is to be secured by the Loan Agreement and a lien on
the Collateral,  including,  without limitation, the Collateral owned by the New
Guarantors; and

        WHEREAS,  Lender,  Borrower and the Guarantors  have agreed to amend the
Loan Agreement to evidence the New Guarantors' joinder in the Loan Agreement, to
evidence  the  pledge  of  the  Collateral  owned  by  the  New  Guarantors,  to
acknowledge  that the New Loan is secured by the Loan Documents and to otherwise
ratify and confirm the terms of the Loan Agreement; and

        NOW, THEREFORE, in consideration of the mutual promises and covenants of
this  agreement and for other good and valuable  consideration,  the receipt and
sufficiency  of which is hereby  acknowledged,  Lender,  Borrower and Guarantors
agree as follows:
<PAGE>

        1.  RECITALS/TERMS.  All of the  recitals  set forth  above are true and
correct and by this  reference are made a material part of this  Agreement.  All
capitalized terms used herein which are defined in the Loan Agreement shall have
the same  meaning  when used herein  unless the  context  herein  shall  require
otherwise.

        2. JOINDER.  The New Guarantors execute this Agreement to evidence their
joinder  in the Loan  Agreement  as  Guarantors  subject  to all the  terms  and
obligations  of  a  Guarantor  under  the  Loan  Agreement,  including,  without
limitation,  the imposition of the liens and security  interests  created by the
Loan Documents on the Collateral now or hereafter  owned by the New  Guarantors.
The New Subsidiaries  join in this Agreement to acknowledge their obligation and
agreement to join in the Loan Agreement as Guarantors and to provide  Guarantees
if and when required by Lender.

        3.     SUBSIDIARIES.  Section 6.20 is hereby amended by addition of the
               following:

               In no event shall Borrower or any Guarantor  advance any funds to
               any New Subsidiary,  including,  without limitation,  funding the
               operations  of any  New  Subsidiary  or  directly  or  indirectly
               guarantee any indebtedness of any New Guarantor without the prior
               written consent of Lender.

        4. ADDITIONAL DEBT. The Borrower and the Guarantors  hereby  acknowledge
that the New Loan is included in the Indebtedness secured by the Loan Documents,
the New Loan is included in the Loans and that the New Note,  this Agreement and
any  documents  executed  in  connection  therewith  are  included  in the  Loan
Documents.

        5. GUARANTY  AGREEMENTS.  Existing  Guarantors hereby ratify and confirm
the continuing  validity of the Guaranty  Agreements and any other  documents or
agreements given by any Existing Guarantor in connection with the Loan Documents
notwithstanding the amendments to the Loan Agreement contained herein and hereby
further consent to such amendments.

        6. NO DEFAULT.  Borrower and Guarantors  hereby warrant and represent to
Lender that, after giving effect to this Agreement,  Borrower and Guarantors are
in  compliance  with all  provisions  of the Loan  Agreement  and all other Loan
Documents  and that no default or Event of Default has occurred  thereunder  nor
has any event  occurred or failed to occur which with the passage of time or the
giving of notice or both would comprise such a default or Event of Default.


<PAGE>

        7.     MISCELLANEOUS.

               (a)  This  agreement  shall  be  governed  by  and  construed  in
        accordance  with the law of the  State of  Florida.  In the event of any
        dispute hereunder, the prevailing party shall be entitled to recover all
        costs and  attorney's  fees  from the  non-prevailing  party.  Paragraph
        headings used herein are for  convenience  only and shall not be used to
        interpret any term hereof.  The Loan  Agreement  shall  continue in full
        force and effect as modified by this  Agreement.  In the event the terms
        of this  Agreement  conflict with the terms of the Loan  Agreement,  the
        terms of this Agreement shall control.

               (b) This Agreement  constitutes  the entire  agreement  among the
        parties  hereto  concerning the subject matter hereof and supersedes all
        prior  agreements,  understandings,  negotiations and discussions,  both
        written  and oral among the parties  hereto with  respect to the subject
        matter   hereof,   all  of  which  prior   agreements,   understandings,
        negotiations  and  discussions,  both written and oral,  are merged into
        this Agreement.  Except as hereinabove  specifically  amended, all other
        provisions of the Loan  Agreement  and each of the other Loan  Documents
        amended  hereby  shall  remain  unchanged  and in full force and effect.
        Without  limiting  the  generality  of  any of the  provisions  of  this
        Agreement,  nothing  herein or in any  instrument or agreement  shall be
        deemed  or  construed  to   constitute  a  novation,   satisfaction   or
        refinancing of all or any portion of the Loan or in any manner affect or
        impair the lien or  priority  of the Loan  Agreement  or any of the Loan
        Documents as amended hereby.

               (c) This Agreement may be executed in any number of  counterparts
        with each executed counterpart  constituting an original, but altogether
        constituting but one and the same instrument.

               (d) This Agreement shall be binding upon and inure to the benefit
        of the  Borrower,  the  Guarantors  and the Lender and their  respective
        heirs, legal representatives, executors, successors and assigns.

        8. RELEASE. IN CONSIDERATION OF THE ACCOMMODATIONS PROVIDED HEREIN, EACH
OF THE BORROWER  AND THE  GUARANTORS  HEREBY  UNCONDITIONALLY,  IRREVOCABLY  AND
FOREVER  RELEASES,  ACQUITS AND  DISCHARGES  THE LENDER AND EACH OF THE LENDER'S
RESPECTIVE OFFICERS,  DIRECTORS,  EMPLOYEES, AGENTS AND COUNSEL FROM ANY AND ALL
CLAIMS, DEMANDS AND CAUSES OF ACTION THAT ANY OF THEM HAD, NOW HAS OR MAY IN THE
FUTURE  HAVE  AGAINST  ANY ONE OR MORE OF THE  LENDER  OR ANY ONE OR MORE OF THE
LENDER'S  OFFICERS,  DIRECTORS,  EMPLOYEES,  AGENTS OR  COUNSEL  FOR THE ACTS OR
OMISSIONS OF ANY OF THE FOREGOING PARTIES FROM THE BEGINNING OF TIME THROUGH, TO
AND  INCLUDING  THE  DATE OF THE  EFFECTIVENESS  OF THIS  AGREEMENT,  INCLUDING,
WITHOUT  LIMITATION,  ANY CLAIMS  ARISING OUT OF OR CONNECTED IN ANY MANNER WITH
THE TRANSACTIONS CONTEMPLATED HEREIN OR IN THE LOAN AGREEMENT, AS AMENDED HEREBY
OR ANY OTHER LOAN DOCUMENTS,  AS THE SAME MAY BE AMENDED HEREBY, AS THE CASE MAY
BE.
<PAGE>

        9. WAIVER OF JURY TRIAL.  THE BORROWER,  THE  GUARANTORS  AND THE LENDER
HEREBY KNOWINGLY,  VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT ANY OF THEM MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY  LITIGATION  BASED HEREON,  OR ARISING
OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY AGREEMENT  EXECUTED IN
CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT,  COURSE OF DEALING,  STATEMENTS,
(WHETHER  VERBAL OR  WRITTEN)  OR  ACTIONS  BY ANY PARTY.  THIS  PROVISION  IS A
MATERIAL  INDUCEMENT TO THE LENDER  ENTERING INTO THIS  AGREEMENT AND MAKING ANY
LOAN, ADVANCE OR OTHER EXTENSION OF CREDIT TO THE BORROWER. FURTHER, EACH OF THE
BORROWER AND THE GUARANTOR HEREBY CERTIFIES THAT NO  REPRESENTATIVE  OR AGENT OF
THE LENDER, NOR THE LENDER'S COUNSEL,  HAS REPRESENTED,  EXPRESSLY OR OTHERWISE,
THAT THE  LENDERS  WOULD NOT, IN THE EVENT OF SUCH  LITIGATION,  SEEK TO ENFORCE
THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION.  NO REPRESENTATIVE OR AGENT OF THE
LENDER,  NOR THE  LENDER'S  COUNSEL HAS THE  AUTHORITY TO WAIVE,  CONDITION,  OR
MODIFY THIS PROVISION.

        IN WITNESS  WHEREOF,  Borrower,  Lender and  Guarantor  have caused this
agreement to be executed as of the day and year set forth above.

Witnesses:                                  LENDER:
                                            SUNTRUST BANK, SOUTH
                                            FLORIDA, N.A., a national banking
                                            association

/s/ DANIEL OSBORNE                          By:  /S/ JEFFREY WOLFE
------------------                          ----------------------
Print Name: DANIEL OSBORNE                  Print Name: Jeffrey Wolfe
                                            Its:  VICE PRESIDENT
/S/ROSEMARIE MULHOLLAND   
-----------------------
Print Name: ROSEMARIE MULHOLLAND

                                            BORROWER:
                                            ABLE TELCOM HOLDING CORP., a Florida
                                            corporation

/S/SUSAN C. PILCHER                         
-------------------
Print Name: SUSAN C. PILCHER                By: /S/WILLIAM J. MERCURIO
                                            --------------------------
                                            Print Name: WILLIAM J. MERCURIO
                                            Its: PRESIDENT
/S/BARBARA E HUDSON                         
-------------------
Print Name: BARBARA E. HUDSON

                    [SIGNATURES CONTINUED ON FOLLOWING PAGE]
<PAGE>
                                            GUARANTORS:
                                            TRANSPORTATION SAFETY CONTRACTORS,
                                            INC., a Florida corporation

/S/SUSAN C. PILCHER                         
-------------------                         By: /S/WILLIAM J. MERCURIO 
                                            --------------------------
Print Name: SUSAN C. PILCHER                Print Name: WILLIAM J. MERCURIO
                                            Its: CHAIRMAN         

/S/BARBARA E. HUDSON 
--------------------
Print Name: BARBARA E. HUDSON

                                            TRANSPORTATION SAFETY CONTRACTORS OF
                                            VIRGINIA, a Virginia corporation

/S/SUSAN C. PILCHER        
-------------------                         By: /S/WILLIAM J. MERCURIO 
Print Name: SUSAN C. PILCHER                --------------------------
                                            Print Name:  WILLIAM J. MERCURIO
                                            Its: CHAIRMAN                  

/S/BARBARA E. HUDSON 
---------------------
Print Name: BARBARA E. HUDSON

                                            ABLE COMMUNICATIONS SERVICES, INC.,
                                            formerly known as BCD
                                            COMMUNICATIONS, INC., a
                                            Florida corporation

/S/SUSAN C. PILCHER
-------------------                         By: /S/WILLIAM J. MERCURIO  
Print Name: SUSAN C. PILCHER                --------------------------
                                            Print Name: WILLIAM J. MERCURIO
                                            Its: CHAIRMAN                 

/S/BARBARA E. HUDSON  
--------------------
Print Name: BARBARA E. HUDSON

                                            TIPCO, INC., a Florida corporation

/S/SUSAN C. PILCHER
-------------------                         By: WILLIAM J. MERCURIO
Print Name: SUSAN C. PILCHER                -----------------------
                                            Print Name: WILLIAM J. MERCURIO 
                                            Its: CHAIRMAN 

/S/BARBARA E. HUDSON
--------------------
Print Name: BARBARA E. HUDSON

                    [SIGNATURES CONTINUED ON FOLLOWING PAGE]

<PAGE>

                                            GUARANTORS:
                                            TELECOMMUNICATIONS SERVICES GROUP,
                                            INC., a Florida corporation

/S/SUSAN C. PILCHER                          
-------------------                         By: /S/WILLIAM J. MERCURIO
Print Name: SUSAN PILCHER                   --------------------------
                                            Print Name: WILLIAM J. MERCURIO
                                            Its: CHAIRMAN 

/S/BARBARA E. HUDSON 
--------------------
Print Name: BARBARA E. HUDSON

                                            GUARANTORS
                                            TRAFFIC MANAGEMENT GROUP, INC., a 
                                            Florida corporation

/S/SUSAN C. PILCHER
-------------------                         By: /S/WILLIAM J. MERCURIO
Print Name: SUSAN C. PILCHER                --------------------------
                                            Print Name: WILLIAM J. MERCURIO
                                            Its: CHAIRMAN 

/S/BARBARA E. HUDSON
--------------------
Print Name: BARBARA E. HUDSON

                                            GEORGIA ELECTRIC COMPANY, a Georgia
                                            corporation

/S/SUSAN C. PILCHER                 
-------------------                         By: /S/WILLIAM J. MERCURIO 
Print Name: SUAN C. PILCHER                 --------------------------
                                            Print Name: WILLIAM J. MERCURIO
                                            Its: CHAIRMAN 

/S/BARBARA E. HUDSON  
--------------------
Print Name: BARBARA E. HUDSON
                                            NEW SUBSIDIARIES:
                                            CABLE COMMUNICATIONS GROUP, INC., a
                                            Florida corporation

/S/SUSAN C. PILCHER                         
-------------------                         By: /S/ WILLIAM J. MERCURIO
Print Name: SUSAN C. PILCHER                ---------------------------
                                            Print Name: WILLIAM J. MERCURIO
                                            Its: CHAIRMAN
/S/BARBARA E. HUDSON 
--------------------
Print Name: BARBARA E. HUDSON
                                            COMMUNICATIONS DEVELOPMENT GROUP,
                                            INC., a Florida corporation

/S/SUSAN C. PILCHER                         
-------------------                         By: /S/ WILLIAM J. MERCURIO
Print Name: SUSAN C. PILCHER                ---------------------------
                                            Print Name: WILLIAM J. MERCURIO
                                            Its: CHAIRMAN
/S/BARBARA E. HUDSON 
--------------------
Print Name: BARBARA E. HUDSON

                    [SIGNATURES CONTINUED ON FOLLOWING PAGE]
<PAGE>

                                            NEW SUBSIDIARIES:
                                            ABLE WIRELESS, INC., a Florida 
                                            corporation
/S/SUSAN C. PILCHER                         
-------------------                         By: /S/ WILLIAM J. MERCURIO
Print Name: SUSAN C. PILCHER                ---------------------------
                                            Print Name: WILLIAM J. MERCURIO
                                            Its: CHAIRMAN
/S/BARBARA E. HUDSON 
--------------------
Print Name: BARBARA E. HUDSON

                                            NEUROTECHNOLOGY, INC., a Florida 
                                            corporation
/S/SUSAN C. PILCHER                         
-------------------                         By: /S/ WILLIAM J. MERCURIO
Print Name: SUSAN C. PILCHER                ---------------------------
                                            Print Name: WILLIAM J. MERCURIO
                                            Its: CHAIRMAN
/S/BARBARA E. HUDSON 
--------------------
Print Name: BARBARA E. HUDSON

                                            H.C. CONNELL, INC., a Florida
                                            corporation
/S/SUSAN C. PILCHER                         
-------------------                         By: /S/ WILLIAM J. MERCURIO
Print Name: SUSAN C. PILCHER                ---------------------------
                                            Print Name: WILLIAM J. MERCURIO
                                            Its: CHAIRMAN
/S/BARBARA E. HUDSON 
--------------------
Print Name: BARBARA E. HUDSON


STATE OF FLORIDA                    )
                                    )  SS:
COUNTY OF PALM BEACH                )

        The  foregoing  instrument  was  acknowledged  before  me this 30 day of
OCTOBER  1996,  by JEFFREY  WOLFE as VICE  PRESIDENT  of  SUNTRUST  BANK,  SOUTH
FLORIDA, N.A., a national banking association,  on behalf of the bank. He/She is
personally   known   to  me  or  has   produced   _________________________   as
identification.

                                          /s/ RUTH A. DARLING
                                          ------------------------------------
                                              RUTH A. DARLING... Printed Name:
                                                Notary Public
                                              ______________.....Commission No.:
                                               My Commission Expires:

<PAGE>





STATE OF GEORGIA                    )
                                    )  SS:
COUNTY OF FULTON                    )

        The foregoing  instrument  was  acknowledged  before me this 30TH day of
OCTOBER, 1996, by WILLIAM J. MERCURIO as PRESIDENT of ABLE TELCOM HOLDING CORP.,
a Florida corporation, on behalf of the corporation.  He/She is personally known
to me or has produced FL/DL as identification.

                                     /S/SUSAN C. PILCHER
                                    ------------------------------------------
                                     SUSAN C. PILCHER....Printed Name:
                                      Notary Public
                                     ______________....Commission No.:
                                     My Commission Expires:  SEPTEMBER 16, 2000


STATE OF GEORGIA                    )
                                    )  SS:
COUNTY OF FULTON                    )

        The foregoing  instrument  was  acknowledged  before me this 30TH day of
OCTOBER,  1996,  by WILLIAM J.  MERCURIO as CHAIRMAN  of  TRANSPORTATION  SAFETY
CONTRACTORS,  INC., a Florida corporation, on behalf of the corporation.  He/She
is  personally  known  to  me  or  has  produced   _________________________  as
identification.

                                     /S/SUSAN C. PILCHER
                                    ------------------------------------------
                                     SUSAN C. PILCHER....Printed Name:
                                      Notary Public
                                     ______________....Commission No.:
                                     My Commission Expires:  SEPTEMBER 16, 2000
<PAGE>

STATE OF GEORGIA                    )
                                    )  SS:
COUNTY OF FULTON                    )

        The foregoing  instrument  was  acknowledged  before me this 30TH day of
OCTOBER,  1996,  by WILLIAM J.  MERCURIO as CHAIRMAN  of  TRANSPORTATION  SAFETY
CONTRACTORS  OF  VIRGINIA,  INC.,  a  Virginia  corporation,  on  behalf  of the
corporation.  He/She  is  personally  known  to  me  or  has  produced  FL DL as
identification.

                                     /S/SUSAN C. PILCHER
                                    ------------------------------------------
                                     SUSAN C. PILCHER....Printed Name:
                                      Notary Public
                                     ______________....Commission No.:
                                     My Commission Expires:  SEPTEMBER 16, 2000

STATE OF GEORGIA                    )
                                    )  SS:
COUNTY OF FULTON                    )

        The foregoing  instrument  was  acknowledged  before me this 30TH day of
OCTOBER,  1996,  by WILLIAM  J.  MERCURIO  as  CHAIRMAN  of ABLE  COMMUNICATIONS
SERVICES,   INC.,  formerly  known  as  BCD  COMMUNICATIONS,   INC.,  a  Florida
corporation,  on behalf of the corporation.  He/She is personally known to me or
has produced FL DL as identification.

                                     /S/SUSAN C. PILCHER
                                    ------------------------------------------
                                     SUSAN C. PILCHER....Printed Name:
                                      Notary Public
                                     ______________....Commission No.:
                                     My Commission Expires:  SEPTEMBER 16, 2000

<PAGE>

STATE OF GEORGIA                    )
                                    )  SS:
COUNTY OF FULTON                    )

        The foregoing  instrument  was  acknowledged  before me this 30TH day of
OCTOBER,  1996,  by WILLIAM J.  MERCURIO as CHAIRMAN of TIPCO,  INC.,  a Florida
corporation,  on behalf of the corporation.  He/She is personally known to me or
has produced FL DL as identification.

                                     /S/SUSAN C. PILCHER
                                    ------------------------------------------
                                     SUSAN C. PILCHER....Printed Name:
                                      Notary Public
                                     ______________....Commission No.:
                                     My Commission Expires:  SEPTEMBER 16, 2000



STATE OF GEORGIA                    )
                                    )  SS:
COUNTY OF FULTON                    )

        The foregoing  instrument  was  acknowledged  before me this 30TH day of
OCTOBER, 1996, by WILLIAM J. MERCURIO as CHAIRMAN of TELECOMMUNICATIONS SERVICES
GROUP,  INC., a Florida  corporation,  on behalf of the  corporation.  He/She is
personally known to me or has produced FL DL as identification.

                                     /S/SUSAN C. PILCHER
                                    ------------------------------------------
                                     SUSAN C. PILCHER....Printed Name:
                                      Notary Public
                                     ______________....Commission No.:
                                     My Commission Expires:  SEPTEMBER 16, 2000
<PAGE>

STATE OF GEORGIA                    )
                                    )  SS:
COUNTY OF FULTON                    )

        The foregoing  instrument  was  acknowledged  before me this 30TH day of
OCTOBER,  1996, by WILLIAM J. MERCURIO as CHAIRMAN of TRAFFIC  MANAGEMENT GROUP,
INC., a Florida corporation, on behalf of the corporation.  He/She is personally
known to me or has produced FL DL as identification.

                                     /S/SUSAN C. PILCHER
                                    ------------------------------------------
                                     SUSAN C. PILCHER....Printed Name:
                                      Notary Public
                                     ______________....Commission No.:
                                     My Commission Expires:  SEPTEMBER 16, 2000

STATE OF FLORIDA                    )
                                    )  SS:
COUNTY OF PALM BEACH                )

        The foregoing  instrument  was  acknowledged  before me this 30TH day of
OCTOBER, 1996, by WILLIAM J. MERCURIO as CHAIRMAN of GEORGIA ELECTRIC COMPANY, a
Georgia corporation, on behalf of the corporation. He/She is personally known to
me or has produced FL DL as identification.

                                     /S/SUSAN C. PILCHER
                                    ------------------------------------------
                                     SUSAN C. PILCHER....Printed Name:
                                      Notary Public
                                     ______________....Commission No.:
                                     My Commission Expires:  SEPTEMBER 16, 2000
<PAGE>

STATE OF GEORGIA                    )
                                    )  SS:
COUNTY OF FULTON                    )

        The foregoing  instrument  was  acknowledged  before me this 30TH day of
OCTOBER, 1996, by WILLIAM J. MERCURIO as CHAIRMAN of CABLE COMMUNICATIONS GROUP,
INC., a Florida corporation, on behalf of the corporation.  He/She is personally
known to me or has produced FL DL as identification.

                                     /S/SUSAN C. PILCHER
                                    ------------------------------------------
                                     SUSAN C. PILCHER....Printed Name:
                                      Notary Public
                                     ______________....Commission No.:
                                     My Commission Expires:  SEPTEMBER 16, 2000

STATE OF GEORGIA                    )
                                    )  SS:
COUNTY OF FULTON                    )

        The foregoing  instrument  was  acknowledged  before me this 30TH day of
OCTOBER, 1996, by WILLIAM J. MERCURIO as CHAIRMAN of COMMUNICATIONS  DEVELOPMENT
GROUP,  INC., a Florida  corporation,  on behalf of the  corporation.  He/She is
personally known to me or has produced FL DL as identification.

                                     /S/SUSAN C. PILCHER
                                    ------------------------------------------
                                     SUSAN C. PILCHER....Printed Name:
                                      Notary Public
                                     ______________....Commission No.:
                                     My Commission Expires:  SEPTEMBER 16, 2000
<PAGE>






STATE OF GEORGIA                    )
                                    )  SS:
COUNTY OF FLORIDA                   )

        The foregoing  instrument  was  acknowledged  before me this 30TH day of
OCTOBER,  1996,  by WILLIAM J.  MERCURIO as CHAIRMAN of ABLE  WIRELESS,  INC., a
Florida corporation, on behalf of the corporation. He/She is personally known to
me or has produced FL DL as identification.

                                     /S/SUSAN C. PILCHER
                                    ------------------------------------------
                                     SUSAN C. PILCHER....Printed Name:
                                      Notary Public
                                     ______________....Commission No.:
                                     My Commission Expires:  SEPTEMBER 16, 2000

STATE OF FLORIDA                    )
                                    )  SS:
COUNTY OF PALM BEACH                )

        The foregoing  instrument  was  acknowledged  before me this 30TH day of
OCTOBER,  1996, by WILLIAM J. MERCURIO as CHAIRMAN of  NEUROTECHNOLOGY,  INC., a
Florida corporation, on behalf of the corporation. He/She is personally known to
me or has produced FL DL as identification.

                                     /S/SUSAN C. PILCHER
                                    ------------------------------------------
                                     SUSAN C. PILCHER....Printed Name:
                                      Notary Public
                                     ______________....Commission No.:
                                     My Commission Expires:  SEPTEMBER 16, 2000
<PAGE>





STATE OF GEORGIA                    )
                                    )  SS:
COUNTY OF FLORIDA                   )

        The foregoing  instrument  was  acknowledged  before me this 30TH day of
OCTOBER,  1996,  by WILLIAM J. MERCURIO as CHAIRMAN of H.C.  CONNELL,  a Florida
corporation,  on behalf of the corporation.  He/She is personally known to me or
has produced FL DL as identification.

                                     /S/SUSAN C. PILCHER
                                    ------------------------------------------
                                     SUSAN C. PILCHER....Printed Name:
                                      Notary Public
                                     ______________....Commission No.:
                                     My Commission Expires:  SEPTEMBER 16, 2000