EXHIBIT 3.1.2

                              ARTICLES OF AMENDMENT
                        TO THE ARTICLES OF INCORPORATION
                                       OF
                            ABLE TELCOM HOLDING CORP.

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                       Pursuant to Section 607.0602 of the
                        Florida Business Corporation Act

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         Pursuant to Section 607.0602 of the Florida Business Corporation Act
(the "FBCA"), Able Telcom Holding Corp. (the "COMPANY") hereby adopts the
following Amendment to its Articles of Incorporation, as amended (the
"AMENDMENT"):

         1. The name of the Corporation is Able Telcom Holding Corp.

         2. The Amendment set forth below was duly adopted on January 25, 2000
by the Board of Directors at a meeting duly held after appropriate notice in
accordance with Section 607.0822 of the FBCA.

         3. This Amendment to the Company's Articles of Incorporation shall be
effected by adding the following Part C to Article III as follows:

                  C. SERIES C CONVERTIBLE PREFERRED STOCK

                  (1) DESIGNATION AND AMOUNT. The shares of such series shall be
designated "Series C Convertible Preferred Stock" (herein referred to as
"PREFERRED SHARES"), having a par value per share equal to $0.10, and the number
of shares constituting such series shall be 5,000.

                  (2) DIVIDENDS. The Preferred Shares will bear dividends
("DIVIDENDS") at a rate of 5.9% of the Stated Value per share of the Preferred
Shares per annum, which shall be cumulative and accrue daily from the Issuance
Date (as defined below) as an accretion to the Liquidation Value, whether or not
declared by the Board of Directors, on the last day of each Fiscal Quarter (as
defined below) beginning on the last day of the Fiscal Quarter on April 30, 2000
(each a "DIVIDEND DATE"). Notwithstanding the foregoing, accrued Dividends on
any Preferred Share may, at the election of the Company, be paid in cash on the
Dividend Date, PROVIDED that the Company provides written notice to that effect
to each holder of Preferred Shares at least 20 days prior to such Dividend Date.

                  (3) HOLDER'S CONVERSION OF PREFERRED SHARES. A holder of
Preferred Shares shall have the right, at such holder's option, to convert the
Preferred Shares into shares of

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the Company's common stock, par value $.001 per share (the "COMMON STOCK"), on
the following terms and conditions:

                  (a) CONVERSION RIGHT. At any time or times on or after the
Issuance Date (as defined below), any holder of Preferred Shares shall be
entitled to convert any whole number of Preferred Shares into fully paid and
nonassessable shares (rounded to the nearest whole share in accordance with
Section 3(h)) of Common Stock, at the Conversion Rate (as defined below);
PROVIDED, HOWEVER, that in no event shall any holder be entitled to convert
Preferred Shares in excess of that number of Preferred Shares which, upon giving
effect to such conversion, would cause the aggregate number of shares of Common
Stock beneficially owned by the holder and its affiliated entities to exceed
4.99% (the "RESTRICTED OWNERSHIP PERCENTAGE") of the outstanding shares of the
Common Stock following such conversion. For purposes of the foregoing proviso,
the aggregate number of shares of Common Stock beneficially owned by the holder
and its affiliates shall include the number of shares of Common Stock issuable
upon conversion of the Preferred Shares with respect to which the determination
of such proviso is being made, but shall exclude the number of shares of Common
Stock which would be issuable upon (i) conversion of the remaining, nonconverted
Preferred Shares beneficially owned by the holder and its affiliates, and (ii)
exercise or conversion of the unexercised or unconverted portion of any other
securities of the Company (including, without limitation, any warrants or
convertible preferred stock) subject to a limitation on conversion or exercise
analogous to the limitation contained herein beneficially owned by the holder
and its affiliates. Except as set forth in the preceding sentence, for purposes
of this Section 3(a), beneficial ownership shall be calculated in accordance
with Section 13(d) of the Securities Exchange Act of 1934, as amended. The
holder may waive the foregoing limitations by written notice to the Company upon
not less than 61 days' prior notice (with such waiver taking effect only upon
the expiration of such 61 day notice period); PROVIDED that (w) each holder
shall have the right at any time and from time to time to reduce its Restricted
Ownership Percentage immediately upon notice to the Company or in the event of a
Change in Control Transaction, (x) each holder shall have the right at any time
and from time to time to increase its Restricted Ownership Percentage or
otherwise waive in whole or in part the restrictions of this Section 3(a) upon
61 days' prior notice to the Company or immediately in the event of a Change in
Control Transaction, (y) each holder can make subsequent adjustments pursuant to
(w) or (x) any number of times from time to time (which adjustment shall be
effective immediately if it results in a decrease in the Restricted Ownership
Percentage or shall be effective upon 61 days' prior written notice or
immediately in the event of a Change in Control Transaction if it results in an
increase in the Restricted Ownership Percentage) and (z) each holder may
eliminate or reinstate this limitation at any time and from time to time (which
elimination will be effective upon 61 days' prior notice and which reinstatement
will be effective immediately); PROVIDED, FURTHER that the holder shall not be
permitted to waive any provision of this Section 3(a) to the extent that, if the
holder were to acquire additional shares of Common Stock pursuant to such
waiver, the limitation set forth in the first sentence of this Section 3(a)
would be exceeded if the Restricted Ownership Percentage were 9.9%. Without
limiting the foregoing, in the event of a Change in Control Transaction, any
holder may reinstate immediately (in whole or in part) the requirement that any
increase in its Restricted Ownership Percentage be subject to 61 days' prior
written notice, notwithstanding such

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Change in Control Transaction, without imposing such requirement on, or
otherwise changing such holder's rights with respect to, any other Change in
Control Transaction. For this purpose, any material modification of the terms of
a Change in Control Transaction will be deemed to create a new Change in Control
Transaction. A "CHANGE IN CONTROL TRANSACTION" will be deemed to have occurred
upon the earlier of the announcement or consummation of a transaction or series
of transactions involving (x) any consolidation or merger of the Company with or
into any other corporation or other entity or person (whether or not the Company
is the surviving corporation), or any other corporate reorganization or
transaction or series of related transactions in which in excess of 50% of the
Company's voting power is transferred through a merger, consolidation, tender
offer or similar transaction, or (y) in excess of 50% of the Corporation's Board
of Directors consists of directors not nominated by the prior Board of Directors
of the Company, or (z) any person (as defined in Section 13(d) of the Exchange
Act, together with its affiliates and associates (as such terms are defined in
Rule 405 under the Act), beneficially owns or is deemed to beneficially own (as
described in Rule 13d-3 under the Exchange Act without regard to the 60-day
exercise period) in excess of 50% of the Company's voting power.

                  (b) CONVERSION RATE. The number of shares of Common Stock
issuable upon conversion of each of the Preferred Shares pursuant to Sections
3(a) and 3(g) shall be determined according to the following formula (the
"CONVERSION RATE"):

                                         LIQUIDATION VALUE
                                         -----------------
                                         Conversion Price

         For purposes of this Amendment, the following terms shall have the
following meanings:

                           (i) "APPROVED MARKET" means the Nasdaq National
Market or the American Stock Exchange or the New York Stock Exchange.

                           (ii) "BEST EFFORTS" means as to any party obligated
to use its Best Efforts to accomplish a particular objective that the obligated
party is required to make diligent, good faith, prompt, substantial and
persistent efforts as a prudent person desiring to achieve the applicable
objective would use in order to ensure that such objective is achieved as
expeditiously as possible; PROVIDED, HOWEVER, that an obligation to use Best
Efforts shall not be construed to limit the applicability of any remedy for
default or delay by such party under the terms of any Transaction Document,
including any applicable default payments and mandatory redemptions).

                           (iii) "CONVERSION PRICE" means, as of any Conversion
Date (as defined in Section 3(e)) or other date of determination, a price equal
to $9.35; PROVIDED, HOWEVER, that commencing on the same day of the month as the
Closing Date six months after the Closing Date, and then on the same day of the
month as the Closing Date at the end of each six month period thereafter (each
of these dates, a "RESET DATE"), the Conversion Price shall be recalculated to
equal the average Closing Bid Prices for the Common Stock for the ten
consecutive Trading Days preceding the applicable Reset Date; PROVIDED, FURTHER,
that (a) no Conversion Price shall be recalculated if such

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recalculation would result in a new Conversion Price that is greater than the
then current Conversion Price and (b) if any such recalculation results in a
Conversion Price less than $4.00 (without taking into account any adjustments to
the Conversion Price under Section 3(c) hereof), the Conversion Price shall
thereafter be $4.00 (without prejudice to any adjustments to the Conversion
Price under Section 3(c) hereof). The Conversion Price during the six-month
period following the Closing Date is referred to herein as the "INITIAL
CONVERSION PRICE."

                           (iv) "CLOSING BID PRICE" means, for any security as
of any date, the last closing bid price for such security on the Nasdaq National
Market as reported by Bloomberg Financial Markets ("BLOOMBERG"), or, if the
Nasdaq National Market is not the principal trading market for such security,
the last closing bid price of such security on the Approved Market where such
security is listed or traded as reported by Bloomberg, or if the foregoing do
not apply, the last closing bid price of such security in the over-the-counter
market on the electronic bulletin board for such security as reported by
Bloomberg, or, if no closing bid price is reported for such security by
Bloomberg, the last closing trade price of such security that are listed by
Bloomberg, or, if no last closing trade price is reported for such security by
Bloomberg, the average of the bid prices of any market makers for such security
as reported in the "pink sheets" by the National Quotation Bureau, Inc. If the
Closing Bid Price cannot be calculated for such security on such date on any of
the foregoing bases, the Closing Bid Price of such security on such date shall
be the fair market value as mutually determined by the Company and the holders
of a majority of the outstanding Preferred Shares (including for purposes of
this determination any Preferred Shares with respect to which the Closing Bid
Price is being determined). If the Company and the holders of Preferred Shares
are unable to agree upon the fair market value of the Common Stock, then such
dispute shall be resolved pursuant to Section 3(e)(iii). (All such
determinations are to be appropriately adjusted for any stock dividend, stock
split or other similar transaction during any period for which the Closing Bid
Price is being determined).

                           (v) "CLOSING PRICE" means $7.79.

                           (vi) "DAY" means calendar day.

                           (vii) "FISCAL QUARTER" means each of the periods
beginning on and including November 1 and ending on and including January 31,
the period beginning on and including February 1 and ending on and including
April 30, the period beginning on and including May 1 and ending on and
including July 31, and the period beginning on and including August 1 and ending
on and including October 31.

                           (viii) "FORCE MAJEURE" means during the continuation
of any time that (i) trading generally shall have been suspended on or by, as
the case may be, any Approved Market on which the Common Stock is traded; or
(ii) a general moratorium on commercial banking activities in New York shall
have been declared by either Federal or New York State authorities.

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                           (ix) "INVESTMENT AGREEMENT" means that certain Series
C Convertible Preferred Stock Purchase Agreement dated February 4, 2000 between
the Company and the initial holders of the Preferred Shares.

                           (x) "ISSUANCE DATE" means, with respect to each
Preferred Share, the date of issuance of the applicable Preferred Share.

                           (xi) "LIQUIDATION VALUE" means, on a per share basis,
the sum of (A) the Stated Value, plus (B) unpaid Default Interest (as defined
herein) through the date of determination, plus (C) any accrued dividends.

                           (xii) "NOTICE OF REDEMPTION" means any written notice
by a holder of Preferred Shares with respect to such holder's redemption of any
such shares pursuant to the provisions of this Amendment.

                           (xiii) "PERMITTED TRANSACTION" means (I) transactions
closed before 365 days after the Closing Date (as defined in the Investment
Agreement) between the Company and (x) MCI WorldCom, Inc. and WorldCom Network
Services, Inc.; (y) Triarc Companies, Inc.; or (z) Foothill Capital Corporation,
and/or Messrs. Peltz, May and Packer, or any affiliate of any of them; (II)
strategic investments in the Company or a subsidiary by an industry joint
venture partner, industry supplier, or customer thereof; and (III) a public or
private secondary offering with net proceeds to the Company of at least $20
million.

                           (xiv) "REGISTRATION STATEMENT" means the registration
statement covering the resale of the shares of Common Stock issuable upon
conversion or exercise of the Preferred Shares and Warrants (as defined in the
Investment Agreement) and required to be filed by the Company pursuant the
Registration Rights Agreement (as defined below.

                           (xv) "REGISTRATION RIGHTS AGREEMENT" means the
Registration Rights Agreement dated February 4, 2000 between the Company and the
Investors referred to as parties therein.

                           (xvi) "STATED VALUE" means $3,000.00.

                           (xvii) "TRADING DAY" shall mean any day in which the
Nasdaq Market or other Approved Market on which the Common Stock is then listed
or quoted is open for trading; PROVIDED, HOWEVER, that in the event that the
Common Stock is not listed or quoted on an Approved Market, then Trading Day
shall mean any weekday (except any day which shall be a federal legal holiday or
a day on which banking institutions in the State of New York are authorized or
required by law or other governmental action to close).

                           (xviii) "TRADING PRICE" means, for any security as of
any date, the trading price for such security on the Nasdaq National Market as
reported by Bloomberg or, if the Nasdaq National Market is not the principal
trading market for such security, the trading price of such security on the
Approved Market where such security is listed or

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traded as reported by Bloomberg, or if the foregoing do not apply, the trading
price of such security in the over-the-counter market on the electronic bulletin
board for such security as reported by Bloomberg, or, if no trading price is
reported for such security by Bloomberg, the trading price of such security that
is listed by Bloomberg, or, if no trading price is reported for such security by
Bloomberg, the average of the trading prices of any market makers for such
security as reported in the "pink sheets" by the National Quotation Bureau, Inc.
If the Trading Price cannot be calculated for such security on such date on any
of the foregoing bases, the Trading Price of such security on such date shall be
the fair market value as mutually determined by the Company and the holders of a
majority of the outstanding Preferred Shares (including for purposes of this
determination any Preferred Shares with respect to which the Trading Price is
being determined). If the Company and the holders of Preferred Shares are unable
to agree upon the fair market value of the Common Stock, then such dispute shall
be resolved pursuant to Section 3(e)(iii). (All such determinations are to be
appropriately adjusted for any stock dividend, stock split or other similar
transaction during any period for which the Trading Price is being determined).

                           (xix) "TRANSACTION DOCUMENT," individually, and
"TRANSACTION DOCUMENTS," collectively, shall have the meaning attributable to
such term by the Investment Agreement.

         OTHER DEFINITIONS. Each of the following terms is defined in the
Section opposite the Section opposite such term:

                  DEFINED TERM                                  SECTION
    ----------------------------------------            ---------------
    ACT                                                         3(f)(i)
    AMENDMENT                                                  Preamble
    BLOOMBERG                                                  3(b)(iv)
    CALL PRICE                                                 3(f)(ii)
    CAP ALLOCATION AMOUNT                                            12
    COMMON STOCK                                                   3(a)
    COMPANY                                                    Preamble
    COMPANY REDEMPTION                                        3(f)(iii)
    COMPANY REDEMPTION PRICE                                    3(f)(i)
    CONVERSION BENEFIT                                             4(b)
    CONVERSION DATE                                             3(e)(i)
    CONVERSION NOTICE                                           3(e)(i)
    CONVERSION RATE                                                3(b)
    DEFAULT INTEREST                                               4(g)

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    DEFICIENCY                                                 5(a)(ii)
    DIVIDEND DATE                                                     2
    DIVIDENDS                                                         2
    EQUITY SALE                                                 3(c)(i)
    EXCHANGE CAP                                                     12
    EXCHANGEABLE SECURITIES                                  3(c)(i)(B)
    FBCA                                                       Preamble
    FIRST COMPANY REDEMPTION                                    3(f)(i)
    INITIAL CONVERSION PRICE                                  3(b)(iii)
    MAJOR TRANSACTION                                              4(c)
    MAJOR TRANSACTION REDEMPTION PRICE                             4(a)
    MATERIAL ADVERSE EFFECT                                     4(d)(v)
    MATURITY DATE                                                  3(g)
    NOTICE OF MAJOR TRANSACTION                                    4(e)
    NOTICE OF REDEMPTION UPON MAJOR
    TRANSACTION                                                    4(e)
    NOTICE OF REDEMPTION UPON TRIGGERING EVENT                     4(f)
    NOTICE OF TRIGGERING EVENT                                     4(f)
    ORGANIC CHANGE                                             3(c)(iv)
    PARI PASSU SHARES                                                 9
    PERSON                                                     3(c)(iv)
    PREFERRED FUNDS                                                   9
    PREFERRED SHARES                                                  1
    PREFERRED STOCK CERTIFICATE                                 3(e)(i)
    PURCHASE RIGHTS                                                3(d)
    PURCHASERS                                                       12
    REDEMPTION PRICE                                               4(b)
    REDUCED PRICE                                               3(c)(i)
    REGISTRABLE SECURITIES                                     4(d)(ii)
    REGISTRATION DEADLINE                                     3(c)(vii)
    RESET DATE                                                 3(b)(ii)

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    RESTRICTED OWNERSHIP PERCENTAGE                                3(a)
    SECOND COMPANY REDEMPTION                                 3(f)(iii)
    SUSPENSION GRACE PERIOD                                        3(g)
    TRANSFER AGENT                                              3(e)(i)
    TRIGGERING EVENT                                               4(d)
    TRIGGERING EVENT REDEMPTION PRICE                              4(b)
    VARIABLE NOTICE                                           3(c)(iii)
    VARIABLE PRICE                                            3(c)(iii)
    VARIABLE PRICE ELECTION NOTICE                            3(c)(iii)
    VOID OPTIONAL REDEMPTION NOTICE                                4(g)
    WARRANTS                                                 3(b)(xiii)


                  (c) ADJUSTMENT TO CONVERSION PRICE - DILUTION AND OTHER
EVENTS. In order to prevent dilution of the rights granted under this Amendment,
the Conversion Price will be subject to adjustment from time to time as provided
in this Section 3(c).

                           (i) ADJUSTMENT OF CONVERSION PRICE FOR CERTAIN
ISSUANCES OF SECURITIES. (A) Notwithstanding anything else herein to the
contrary, if at any time during the period ending 12 months after the Closing
Date the Company issues or sells Common Stock or securities convertible into,
exercisable for, or exchangeable for, Common Stock (other than shares or options
issued (x) pursuant to the Corporation's employee, director or consultant stock
option plans or employee stock purchase plan currently in force; or (y) as
consideration for the acquisition or development of other entities within the
same industry as the Corporation, or otherwise issued in connection with
strategic acquisitions or alliances with strategic business partners, as
approved by the Board of Directors of the Corporation) (an "EQUITY SALE"), then,
if the effective or maximum sales price of the Common Stock or the Common Stock
into which such securities are convertible with respect to such transaction
(including the effective or maximum conversion, exercise or exchange price) is
less than the Conversion Price, as applicable at such time (the "REDUCED
PRICE"), the Conversion Price thereafter shall be reduced (and in no event
thereby increased) to equal such Reduced Price. If at any time when any
Preferred Shares are outstanding, whether during or after the 12-month period
referred to in the preceding sentence, the Corporation effects an Equity Sale at
a Reduced Price that is below the Closing Bid Price on the day any such Common
Stock or convertible securities that are part of such Equity Sale are issued or
sold, the Conversion Price thereafter shall be (unless any prior adjustment
provided pursuant to the preceding sentence is made) reduced (and in no event
thereby increased) by multiplying such Conversion Price by a fraction, (I) the
numerator of which shall be an amount equal to

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the sum of (1) the number of shares of Common Stock outstanding immediately
prior to the Equity Sale multiplied by the then prevailing Closing Bid Price,
and (2) the aggregate consideration received for the Equity Sale, and (II) the
denominator of which shall be the number of shares of Common Stock outstanding
immediately after the Equity Sale multiplied by the Closing Bid Price. Any
adjustment to the Conversion Price pursuant to this paragraph shall be
calculated after first taking into account all other applicable adjustments
under this Section 3(c).

                                (B) For the purposes of the foregoing
adjustment, in the case of the issuance of any convertible or exchangeable
securities, warrants, options or other rights to subscribe or exchange for or to
purchase shares of Common Stock ("EXCHANGEABLE SECURITIES"), the maximum number
of shares of Common Stock issuable upon exercise, conversion or exchange of such
Exchangeable Securities shall be deemed to be outstanding, PROVIDED that no
further adjustment shall be made upon the actual issuance of Common Stock upon
exercise, exchange or conversion of such Exchangeable Securities.

                           (ii) ADJUSTMENT OF CONVERSION PRICE UPON SUBDIVISION
OR COMBINATION OF COMMON STOCK. If the Company at any time subdivides (by any
stock split, stock, dividend, recapitalization or otherwise) one or more classes
of its outstanding shares of Common Stock into a greater number of shares, the
Conversion Price in effect immediately prior to such subdivision will be
proportionately reduced. If the Company at any time combines (by combination,
reverse stock split or otherwise) one or more classes of its outstanding shares
of Common Stock into a smaller number of shares, the Conversion Price in effect
immediately prior to such combination will be proportionately increased.

                           (iii) ADJUSTMENT OF CONVERSION PRICE UPON ISSUANCE OF
CONVERTIBLE SECURITIES. If the Company in any manner issues or sells convertible
securities that are convertible into or exchangeable for Common Stock at a price
which varies with the market price of the Common Stock (the formulation for such
variable price being herein referred to as, the "VARIABLE PRICE"), the Company
shall provide written notice thereof via facsimile and overnight courier to each
holder of the Preferred Shares ("VARIABLE NOTICE") on the date of issuance of
such convertible securities. If the holders of Preferred Shares representing at
least two-thirds of the Preferred Shares then outstanding provide written notice
via facsimile and overnight courier (the "VARIABLE PRICE ELECTION NOTICE") to
the Company within five business Trading Days of receiving a Variable Notice
that such holders desire to replace the Conversion Price then in effect with the
Variable Price described in such Variable Notice, then from and after the date
of the Company's receipt of the Variable Price Election Notice the Conversion
Price as to all outstanding Preferred Shares will automatically be replaced with
the Variable Price (together with such modifications to this Amendment as may be
required to give full effect to the substitution of the Variable Price for the
Conversion Price). A holder's delivery of a Variable Price Election Notice shall
serve as the consent required to amend this Amendment pursuant to Section 13
below. In the event that a holder delivers a Conversion Notice at any time after
the Company's issuance of convertible securities with a Variable Price but
before such holder's receipt of the Company's Variable Notice, then such holder
shall have the option by written notice to the Company either to rescind such
Conversion Notice or to

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have the Conversion Price be equal to such Variable Price for the conversion
effected by such Conversion Notice.

                           (iv) REORGANIZATION, RECLASSIFICATION, CONSOLIDATION,
MERGER OR SALE. Any recapitalization, reorganization, reclassification,
consolidation, merger or sale of all or substantially all of the Company's
assets to another Person (as defined below) or other transaction which is
effected in such a way that holders of Common Stock are entitled to receive
(either directly or upon subsequent liquidation) stock, securities or assets
with respect to or in exchange for Common Stock is referred to herein as
"ORGANIC CHANGE." Prior to the consummation of any Organic Change, the Company
will make appropriate provision (in form and substance reasonably satisfactory
to the holders of a majority of the Preferred Shares then outstanding) to ensure
that each of the holders of the Preferred Shares will thereafter have the right
to acquire and receive in lieu of or in addition to (as the case may be) the
shares of Common Stock otherwise acquirable and receivable upon the conversion
of such holder's Preferred Shares, such shares of stock, securities or assets
that would have been issued or payable in such Organic Change with respect to or
in exchange for the number of shares of Common Stock which would have been
acquirable and receivable upon the conversion of such holder's Preferred Shares
had such Organic Change not taken place (without taking into account any
limitations or restrictions on the timing or amount of conversions). In any
case, the Company will make appropriate provision (in form and substance
reasonably satisfactory to the holders of a majority of the Preferred Shares
then outstanding) with respect to such holders' rights and interests to ensure
that the provisions of this Section 3(c) and Section 3(d) will thereafter be
applicable to the Preferred Shares (including, in the case of any such
consolidation, merger or sale in which the successor entity or purchasing entity
is other than the Company, an immediate adjustment of the Conversion Price to
reflect the value for the Common Stock reflected by the terms of such
consolidation, merger or sale, and if the value so reflected is less than the
Conversion Price in effect immediately prior to such consolidation, merger or
sale to reflect the price of the common stock of the surviving entity and the
market in which such common stock is traded). The Company will not effect any
such consolidation, merger or sale, unless prior to the consummation thereof,
the successor entity (if other than the Company) resulting from consolidation or
merger or the entity purchasing such assets assumes, by written instrument (in
form and substance satisfactory to the holders of a majority of the Preferred
Shares then outstanding), the obligation to deliver to each holder of Preferred
Shares such shares of stock, securities or assets as, in accordance with the
foregoing provisions, such holder may be entitled to acquire. "PERSON" shall
mean an individual, a limited liability company, a partnership, a joint venture,
a corporation, a trust, an unincorporated organization and a government or any
department or agency thereof.

                           (v) CERTAIN EVENTS. If any event occurs of the type
contemplated by the provisions of this Section 3(c) but not expressly provided
for by such provisions, then the Company's Board of Directors will make an
appropriate adjustment in the Conversion Price so as to protect the rights of
the holders of the Preferred Shares; PROVIDED, HOWEVER, that no such adjustment
will increase the Conversion Price as otherwise determined pursuant to this
Section 3(c).

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                           (vi) NOTICES

                                (A) Immediately upon any adjustment of the
Conversion Price, the Company will give written notice thereof to each holder of
the Preferred Shares, setting forth in reasonable detail and certifying the
calculation of such adjustment.

                                (B) The Company will give written notice to each
holder of the Preferred Shares at least 20 days prior to the date on which the
Company closes its books or takes a record (I) with respect to any pro rata
subscription offer to holders of Common Stock, or (II) for determining rights to
vote with respect to any Organic Change, dissolution or liquidation and in no
event shall such notice be provided to such holder prior to such information
being made known to the public.

                                (C) The Company will also give written notice to
each holder of the Preferred Shares at least 20 days prior to the date on which
any Organic Change, dissolution or liquidation will take place and in no event
shall such notice be provided to such holder prior to such information being
made known to the public.

                           (vii) Subject to the redemption rights of holders
under Section 4(b) and (d)(i) hereof, in the event the Registration Statement
has not been declared effective by the Securities and Exchange Commission on or
before the Registration Deadline (as defined in the Registration Rights
Agreement), then the Conversion Price shall be reduced by 10% on the day
following the Registration Deadline and shall be further reduced by an
additional 1% on the last day of each successive 30-day period after the
Registration Deadline until the Registration Statement has been declared
effective. For example, if the Registration Statement does not become effective
until 70 days from the Registration Deadline, the Conversion Price during days 1
through 30 shall be equal to 90% of the Conversion Price in effect on the
Registration Deadline (the "first Conversion Price"). The Conversion Price from
day 31 through day 60 shall be equal to 89% of the first Conversion Price; and
from day 61 and thereafter the Conversion Price shall be equal to 88% of the
first Conversion Price. In each case, the Conversion Price as so under this
Section 3(c)(vii) shall at all times be in addition to all other adjustments and
resets as set forth in Sections 3(c) (i) through (v) hereof.

                  (d) PURCHASE RIGHTS. In addition to any adjustments of the
Conversion Price pursuant to Section 3(c), if at any time after the Issuance
Date the Company grants, issues or sells any Options, Convertible Securities or
rights to purchase stock, warrants, securities or other property pro rata to the
record holders of any class of Common Stock (the "PURCHASE RIGHTS"), then the
holders of the Preferred Shares will be entitled to acquire, upon the terms
applicable to such Purchase Rights, the aggregate Purchase Rights which such
holder could have acquired if such holder had held the number of shares of
Common Stock acquirable upon complete conversion of the Preferred Shares
(without taking into account any limitations or restrictions on the timing or
amount of conversions) immediately before the date on which a record is taken
for the grant, issuance or sale of such Purchase Rights, or, if no such record
is taken, the date as of which the record holders of the Common Stock are to be
determined for the grant, issue or sale of such Purchase Rights.

                                       11
<PAGE>

                  (e) MECHANICS OF CONVERSION. Subject to the Company's
inability to fully satisfy its obligations under a Conversion Notice (as defined
below) as provided for in Section 5:

                           (i) HOLDERS' DELIVERY REQUIREMENTS. To convert
Preferred Shares into full shares of Common Stock on any date (the "CONVERSION
DATE"), the holder thereof shall (A) transmit by facsimile (or otherwise
deliver), for receipt on or prior to 11:59 p.m. Eastern Time, on such date, a
copy of a fully executed notice of conversion in the form attached hereto as
EXHIBIT I (the "CONVERSION NOTICE") to the Company and its designated transfer
agent (the "TRANSFER AGENT"), and (B) surrender to a common carrier, for
delivery to the Company or the Transfer Agent as soon as practicable following
such date, the original certificate(s) representing the Preferred Shares being
converted (or an indemnification undertaking with respect to such shares in the
case of their loss, theft or destruction) (the "PREFERRED STOCK CERTIFICATE(S)")
and the originally executed Conversion Notice.

                           (ii) COMPANY'S RESPONSE. Upon receipt by the Company
of a facsimile copy of a Conversion Notice, the Company shall as soon as
practicable, but in any event not later than the next Trading Day, send, via
facsimile, a confirmation of receipt of such Conversion Notice to such holder.
Upon receipt by the Company or the Transfer Agent of the Preferred Stock
Certificate(s) to be converted pursuant to a Conversion Notice, together with
the originally executed Conversion Notice, the Company or the Transfer Agent (as
applicable) shall, on the next Trading Day following the date of such receipt,
(I) issue and surrender to a common carrier for overnight delivery to the
address specified in the Conversion Notice, a certificate, registered in the
name of the holder or its designee, for the number of shares of Common Stock to
which the holder shall be entitled, or (II) credit such aggregate number of
shares of Common Stock to which the holder shall be entitled to the holder's or
its designee's balance account with The Depository Trust Company. If the number
of Preferred Shares represented by the Preferred Stock Certificate(s) submitted
for conversion is greater than the number of Preferred Shares being converted,
then the Company or Transfer Agent, as the case may be, shall, as soon as
practicable and in no event later than two Trading Days after receipt of the
Preferred Stock Certificate(s) and at its own expense, issue and deliver to the
holder a new Preferred Stock Certificate representing the number of Preferred
Shares not converted.

                           (iii) DISPUTE RESOLUTION. In the case of a dispute as
to the determination of the Conversion Price or the Trading Price or the
arithmetic calculation of the Conversion Rate, the Company shall promptly issue
to the holder the number of shares of Common Stock that is not disputed and
shall submit the disputed determinations or arithmetic calculations to the
holder via facsimile within one Trading Day of receipt of such holder's
Conversion Notice. If such holder and the Company are unable to agree upon the
determination of the Conversion Price or the Trading Price or the arithmetic
calculation of the Conversion Rate within one Trading Day of such disputed
determination or arithmetic calculation being submitted to the holder, then the
Company shall within one Trading Day submit via facsimile (A) the disputed
determination of the Conversion Price to an independent, reputable investment
bank, or

                                       12
<PAGE>

(B) the disputed arithmetic calculation of the conversion Rate to its
independent, outside accountant. The Company shall cause the investment bank or
the accountant, as the case may be, to perform the determinations or
calculations and notify the Company and the holder of the results no later than
two Trading Days from the time it receives the disputed determinations or
calculations. Such investment bank's or accountant's determination or
calculation, as the case may be, shall be binding upon all parties absent
manifest error.

                           (iv) RECORD HOLDER. The person or persons entitled to
receive the shares of Common Stock issuable upon a conversion of Preferred
Shares shall be treated for all purposes as the record holder or holders of such
shares of Common Stock on the Conversion Date.

                           (v) COMPANY'S FAILURE TO TIMELY CONVERT. If within
five Trading Days after the Company's or the Transfer Agent's receipt of the
Preferred Stock Certificates to be converted and the Conversion Notice the
Company shall fail (I) to issue a certificate for the number of shares of Common
Stock to which a holder is entitled or to credit the holder's balance account
with The Depository Trust Company for such number of shares of Common Stock to
which the holder is entitled upon such holder's conversion of the Preferred
Shares, or (II) to issue a new Preferred Stock Certificate representing the
number of Preferred Shares to which such holder is entitled, pursuant to Section
3(e)(ii), in addition to all other available remedies which such holder may
pursue hereunder and under the Investment Agreement (including indemnification
pursuant thereto), the Company shall pay additional damages to such holder on
each day after such fifth Trading Day that such conversion or delivery of such
Preferred Stock Certificates, as the case may be, is not timely effected in an
amount equal to 0.5% of the product of (A) the sum of the number of shares of
Common Stock not issued to the holder on a timely basis pursuant to Section
3(e)(ii) and to which such holder is entitled and, in the event the Company has
failed to deliver a Preferred Stock Certificate to the holder on a timely basis
pursuant to Section 3(e)(ii), the number of shares of Common Stock issuable upon
conversion of the Preferred Shares represented by such Preferred Stock
Certificate as of the last possible date which the Company could have issued
such Preferred Stock Certificate to such holder without violating Section
3(e)(ii); and (B) the Closing Bid Price of the Common Stock on the last possible
date which the Company could have issued such Common Stock and the Preferred
Stock Certificate, as the case may be, to such holder without violating Section
3(e)(ii).

                           (vi) PREMIUM PRICE REDEMPTION FOR CASH PAYMENT
DEFAULTS. In the event that the Company fails or refuses to pay any default
payment or honor any penalty or similar amounts when due, at any holder's option
and request by delivery of a Notice of Redemption, the Company shall purchase
all or a portion of the Preferred Shares, Common Shares and/or Warrant Shares
held by such holder (with any default payment penalty or similar amounts
accruing through the date of such purchase), within five Trading Days of such
request, at a purchase price equal to the greater of (1) 1.2 times the dollar
amount that is the product of (x) the number of shares so to be redeemed
pursuant to this clause, and (y) the Conversion Price as of the date of delivery
of the Notice of Redemption, or (2) the Conversion Benefit; PROVIDED that such
holder may revoke such request at any time prior to receipt of such payment of
such purchase price. Payment of

                                       13
<PAGE>

the purchase price under this paragraph shall be made by the Company in
accordance with the procedures governing the payment of the Triggering Event
Redemption Price under Section 4(g) of this Amendment. Until such time as the
Company purchases such Preferred Shares at the request of such holder pursuant
to the two preceding sentences, at any holder's request and option the Company
shall as to such holder pay any accruing default payments penalty or similar
amounts by adding and including such amounts to the Liquidation Value instead of
in cash.

                           (vii) CONVERSION APPROVAL; BEST EFFORTS. If required,
the Company will use its Best Efforts to obtain promptly (and, in any event, on
or before the next annual stockholders meeting of the Company) shareholder
approval pursuant to Rule 4460(i) of the Nasdaq Stock Market Marketplace Rules
authorizing the issuance of all Common Shares and Warrant Shares issuable upon
the conversion of any Preferred Shares or the exercise of any Warrants
(including by calling a special meeting of such shareholders within ten days,
and holding such meeting within 45 days (PROVIDED that if the Trading Price
decreased by more than 20% over the preceding 30 days, then 45 shall be
increased to 60) of the date of any such attempted conversion) and having the
Company's Board of Directors recommend such approval in a proxy statement. If a
conversion by an Investor of any Preferred Shares in whole or in part for Common
Shares could result in the Company being delisted from the Nasdaq National
Market for issuing in excess of 20% of its outstanding Common Stock to the
holders without the approval of the Company's shareholders, and the Company
fails to seek or obtain Shareholder approval in accordance with the preceding
sentence, then the Company, upon the holder's request, must redeem any and all
Preferred Shares covered by the applicable Conversion Notice and any and all
Preferred Shares that would, if a Conversion Notice for all Preferred Shares
were then delivered, result in the Company being subject to such delisting, at a
price equal to 120% of the Liquidation Value.

                  (f) COMPANY REDEMPTION RIGHTS. The Company shall have the
right to redeem the Preferred Shares on the terms and conditions contained in
this Section 3(f).

                           (i) FIRST COMPANY REDEMPTION RIGHTS. Subject to the
restrictions and conditions contained in paragraphs (a) and (b) of this Section
3 and the exercise by any holder of its right to redeem Preferred Shares under
Section 4, commencing on the earlier of either 60 days after the Registration
Statement first becomes effective or December 31, 2000, the Company may, at its
option, from time to time, require all holders to redeem their Preferred Shares,
in whole or in part as specified by the Company (such redemption, a "FIRST
COMPANY REDEMPTION"), at the Company Redemption Price (as defined below)
pursuant to a Company Redemption Notice following the procedures set forth in
Section 3(f)(iv); PROVIDED, HOWEVER, that no First Company Redemption shall be
permitted unless: (A) the Closing Bid Price of the Common Stock is less than 70%
of the Closing Price for the ten consecutive Trading Days preceding the date of
such Company Redemption Notice, and (B) the Registration Statement has been
effective under the Securities Act of 1933, as amended (the "ACT"), for at least
60 consecutive days preceding the date of such Company Redemption Notice. A
First Company Redemption under this Section 3(f)(i) shall be effective upon the
close of business on the 15th Trading Day after the date that the Company
Redemption Notice is received by each holder. The "COMPANY REDEMPTION PRICE"
shall be the sum of (A) the Liquidation Value at the

                                       14
<PAGE>

effective date of the First Company Redemption, plus (B) 10% of such Liquidation
Value for each whole or partial six-month period between the Closing Date and
the effective date of the First Company Redemption.

                           (ii) Commencing on the earlier of either 60 days
after the Registration Statement first becomes effective or December 31, 2000,
if the Closing Bid Price of the Common Stock is less than 70% of the Closing Bid
Price for any ten consecutive Trading Days ending subsequent to such 60th day
(each such Closing Bid Price, a "CALL PRICE"), and the Company is unable for any
reason to or elects not to exercise a First Company Redemption within five
Trading Days after the end of such ten consecutive Trading Day period then, the
Conversion Price shall immediately reset to equal the lower of (A) the average
Closing Bid Price for the ten consecutive Trading Days prior to the end of such
five Trading Day period, or (B) the lowest Call Price; and the Company shall
thereafter cease for the remainder of the time that any Preferred Share is
outstanding to be entitled to exercise a First Company Redemption. In no event
shall any reset of the Conversion Price under this Section 3(f)(ii) reduce the
Conversion Price to less than $4.00 (without taking into account any adjustments
to the Conversion Price under Section 3(c) hereof).

                           (iii) SECOND COMPANY REDEMPTION RIGHTS. Subject to
the restrictions and conditions contained in paragraph (a) of this Section 3 and
the exercise by any holder of its right to redeem Preferred Shares under Section
4, commencing after the Closing Date, the Company may, at its option, from time
to time, require all holders to redeem their Preferred Shares, in whole or in
part as specified by the Company (such redemption, a "SECOND COMPANY REDEMPTION"
and, collectively with a First Company Redemption, a "COMPANY REDEMPTION") at
the Company Redemption Price pursuant to a Company Redemption Notice following
the procedures set forth in Section 3(f)(iv); PROVIDED, HOWEVER, that no Second
Company Redemption shall be permitted during (A) the period ending 365 days
after the Closing Date or (B) any time from and after 366 days after the Closing
Date unless: (I) the Registration Statement has been effective under the Act for
at least 60 consecutive days preceding the date of such Company Redemption
Notice and (II) in the case of a Second Company Redemption during the period
specified in the preceding clause (A), the Closing Bid Price of the Common Stock
is equal to or greater than 170% of the Initial Conversion Price for the 20
consecutive Trading Days preceding the date of such Company Redemption Notice,
and in the case of a Second Company Redemption during the period specified in
the preceding clause (B), the Closing Bid Price of the Common Stock is equal to
or greater than 150% of the Initial Conversion Price for the 20 consecutive
Trading Days preceding the date of such Company Redemption Notice. A Second
Company Redemption shall be effective upon the close of business on the 15th
Trading Day after the date that the Company Redemption Notice is received by
each holder.

                           (iv) If the Company elects to make a Company
Redemption, the Company shall, within five Trading Days after the date the
Company first became eligible to elect any such Company Redemption, give a
Company Redemption Notice to the holders that it will require the holders to
redeem the Preferred Shares pursuant to this Section 3(f), subject to the
applicable terms and conditions of clauses (i) through (iii) of

                                       15
<PAGE>

this Section 3(f) being satisfied. Any Company Redemption Notice must be given
by facsimile or by overnight courier to the holders. The Company Redemption
Notice shall be addressed to each such holder at the facsimile number or address
of such holder appearing on the books of the Company or given by such holder to
the Company for the purpose of notice. The Company Redemption Notice shall state
the number of Preferred Shares of each holder required to be redeemed and,
within not more than five Trading Days after the effective date of the Company
Redemption, such holder shall surrender to the Company at the place designated
in the Company Redemption Notice, or to an agent designated by the holder, such
holder's Preferred Stock Certificate(s) representing the shares so redeemed
against payment in cash of the applicable Company Redemption Price. If the
Registration Statement does not remain continuously effective during the period
commencing upon the delivery of the Company Redemption Notice and ending on the
date the Company Redemption is effective, the Company Redemption Notice with
respect to each holder shall be voidable at the option of such holder. If less
than all of the outstanding Preferred Shares are to be redeemed under this
Section 3(f), then the Company shall redeem a pro rata portion from each holder
according to the respective number of Preferred Shares held by such holder on
the date the Company Redemption is effective.

                  (g) MANDATORY CONVERSION AT MATURITY. If any Preferred Shares
remain outstanding on the Maturity Date (as defined below), then all such
Preferred Shares shall be converted as of such date in accordance with this
Section 3 as if the holders of such Preferred Shares had given the Conversion
Notice at the Maturity Date; PROVIDED, HOWEVER, that if a Triggering Event has
occurred and is continuing on the Maturity Date, then the Company shall, within
five Trading Days following the Maturity Date (unless otherwise notified in
writing by the holder of its request to have the Preferred Shares converted into
Common Stock), pay to each holder of Preferred Shares then outstanding, in
immediately available funds, an amount equal to the Triggering Event Redemption
Price (as defined below) as of the Maturity Date. All holders of Preferred
shares shall thereupon surrender all Preferred Stock Certificates, duly endorsed
for cancellation, to the Company or the Transfer Agent, provided that the
Company has complied with its obligations under this Section 3. "MATURITY DATE"
means the date which is five years after the Issuance Date, subject to extension
pursuant to Section 2(b)(vii) of the Registration Rights Agreement, which
extension shall include 1.5 days for each day in any Suspension Grace Period (as
defined in the Registration Rights Agreement).

                  (h) FRACTIONAL SHARES. The Company shall not issue any
fraction of a share of Common Stock upon any conversion. All shares of Common
Stock (including fractions thereof) issuable upon conversion of more than one
Preferred Share therefore shall be aggregated for purposes of determining
whether the conversion would result in the issuance of a fraction of a share of
Common Stock. If, after the aforementioned aggregation, the issuance would
result in the issuance of a fraction of a share of Common Stock, the Company
shall round such fraction of a share of Common Stock up or down to the nearest
whole share.

                                       16
<PAGE>

                           (i) TAXES. The Company shall pay any and all taxes
which may be imposed upon it with respect to the issuance and delivery of shares
of Common Stock upon the conversion of the Preferred Shares.

         (4) REDEMPTION AT OPTION OF HOLDERS.

                  (a) REDEMPTION OPTION UPON MAJOR TRANSACTION. In addition to
all other rights of the holders of Preferred Shares contained herein,
simultaneous with or after the occurrence of a Major Transaction (as defined
below), each holder of Preferred Shares shall have the right, at such holder's
option, to require the Company to redeem all or a portion of such holder's
Preferred Shares at a price per Preferred Share equal to 120% of the Liquidation
Value (the "MAJOR TRANSACTION REDEMPTION PRICE").

                  (b) REDEMPTION OPTION UPON TRIGGERING EVENT. In addition to
all other rights of the holders of Preferred Shares contained herein,
simultaneous with or after the occurrence of a Triggering Event (as defined
below), (i) the Company shall pay in cash to each holder Default Interest in an
amount equal to 3% of the Liquidation Value for the Preferred Shares held by
such holder for each 30-day period (prorated for any partial period) from and
after the expiration of the Suspension Grace Period; and (ii) at any time after
the 5th Trading Day following the expiration of the Suspension Grace Period,
each holder of Preferred Shares shall have the right, at such holder's option,
to require the Company to redeem all or a portion of such holder's Preferred
Shares at a price per Preferred Share (the "TRIGGERING EVENT REDEMPTION PRICE"
and, collectively with the Major Transaction Redemption Price, the "REDEMPTION
PRICE") equal to the greater of (i) 120% of the Liquidation Value; and (ii) the
product (such product, the "CONVERSION BENEFIT") of (A) the Conversion Rate on
the date of such holder's delivery of a Notice of Redemption Upon Triggering
Event (as defined in Section 4(f)), and (B) the greater of (I) the Closing Bid
Price on the Trading Day immediately preceding such Triggering Event or (II) the
Closing Bid Price on the date of the holder's delivery to the Company of a
Notice of Redemption Upon Triggering Event or, if such date of delivery is not a
Trading Day, the next Trading Day.

                  (c) "MAJOR TRANSACTION". A "MAJOR TRANSACTION" shall be deemed
to have occurred at such time as any of the following events:

                           (i) the consolidation, merger or other business
combination of the Company with or into another Person (other than (A) a
consolidation, merger or other business combination in which holders of the
Company's voting power immediately prior to the transaction continue after the
transaction to hold, directly or indirectly, the voting power of the surviving
entity or entities necessary to elect a majority of the members of the board of
directors (or their equivalent if other than a corporation) of such entity or
entities, or (B) pursuant to a migratory merger effected solely for the purpose
of changing the jurisdiction of incorporation of the Company);

                           (ii) the sale or transfer of all or substantially all
of the Company's assets; or

                                       17
<PAGE>

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

                  (d) "TRIGGERING EVENT". A "TRIGGERING EVENT" shall be deemed
to have occurred at such time as any of the following events:

                           (i) the failure of the Registration Statement to be
declared effective by the SEC on or prior to the Registration Deadline;

                           (ii) at any time following the Closing Date while the
Registration Statement is required to be maintained effective pursuant to the
terms of the Registration Rights Agreement, the effectiveness of the
Registration Statement is suspended for any reason (including, without
limitation by reason of any suspension or stop order with respect to the
Registration Statement or the fact that an event has occurred as a result of
which the prospectus (including any supplements thereto) included in such
Registration Statement then in effect includes an untrue statement of material
fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing), except for a period not exceeding the Suspension
Grace Period, and is unavailable to the holder of the Preferred Shares for sale
of the Registrable Securities (as defined in the Registration Rights Agreement)
in accordance with the terms of the Registration Rights Agreement;

                           (iii) delisting of the Common Stock from the Nasdaq
National Market (or any other Approved Market where they are currently listed)
at any time following the Closing Date for longer than the Suspension Grace
Period; provided that the delisting of the Common Stock from one Approved Market
concurrently with the listing of the Common Stock on another Approved Market
shall not be deemed a Triggering Event;

                           (iv) the Company's notice to any holder of Preferred
Shares, including by way of public announcement, at any time of its intention
not to comply with proper requests for conversion of any Preferred Shares into
shares of Common Stock, including due to any of the reasons set forth in Section
5(a) below, or the Company's failure to deliver Common Stock within ten Trading
Days of the Conversion Date; or

                           (v) any representation or warranty by the Company was
not true and correct at the time made (including the Issuance Date) or the
Company breaches any covenant or other term or condition of the Investment
Agreement, the Registration Rights Agreement, this Amendment, or any other
agreement, document, certificate or other instrument delivered in connection
with the transactions contemplated thereby or hereby, except (1) to the extent
that such breach would not have a Material Adverse Effect (as defined in the
Investment Agreement), and (2) in the case of a breach of a covenant which is
curable, such breach continues for a period of less than ten Trading Days.

                  (e) MECHANICS OF REDEMPTION AT OPTION OF HOLDER UPON MAJOR
TRANSACTION. No sooner than 15 Trading Days nor later than ten Trading Days
prior to the consummation of a Major Transaction, but not prior to the public
announcement of such

                                       18
<PAGE>

Major Transaction, the Company shall deliver written notice thereof via
facsimile and overnight courier (a "NOTICE OF MAJOR TRANSACTION") to each holder
of Preferred Shares. At any time after receipt of a Notice of Major Transaction
(or, in the event a Notice of Major Transaction is not delivered at least ten
Trading Days prior to a Major Transaction, at any time on or after the date
which is ten Trading Days prior to a Major Transaction), any holder of the
Preferred Shares then outstanding may require the Company to redeem all or a
portion of the holder's Preferred Shares, which redemption shall be effective
concurrent with the consummation of the Major Transaction, then outstanding by
delivering written notice thereof via facsimile and overnight courier (a "NOTICE
OF REDEMPTION UPON MAJOR TRANSACTION") to the Company, which Notice of
Redemption Upon Major Transaction shall indicate (i) the number of Preferred
Shares that such holder is submitting for redemption, and (ii) the applicable
Major Transaction Redemption Price, as calculated pursuant to Section 4(a).

                  (f) MECHANICS OF REDEMPTION AT OPTION OF HOLDER UPON
TRIGGERING EVENT. Within one Trading Day after the occurrence of a Triggering
Event, the Company shall deliver written notice thereof via facsimile and
overnight courier ("NOTICE OF TRIGGERING EVENT") to each holder of Preferred
Shares. At any time after the earlier of a holder's receipt of a Notice of
Triggering Event and such holder becoming aware of a Triggering Event, any
holder of Preferred Shares then outstanding may require the Company to redeem
all or a portion of the holder's Preferred Shares then outstanding by delivering
written notice thereof via facsimile and overnight courier (a "NOTICE OF
REDEMPTION UPON TRIGGERING EVENT") to the Company, which Notice of Redemption
Upon Triggering Event shall indicate (i) the number of Preferred Shares that
such holder is submitting for redemption, and (ii) the applicable Triggering
Event Redemption Price, as calculated pursuant to Section 4(b).

                  (g) PAYMENT OF REDEMPTION PRICE. Upon the Company's receipt of
a Notice(s) of Redemption at Option of Holder Upon Triggering Event or a
Notice(s) of Redemption at Option of Holder Upon Major Transaction from any
holder of Preferred Shares, the Company shall immediately notify each holder of
Preferred Shares by facsimile of the Company's receipt of such Notice(s) or
Redemption at Option of Holder Upon Triggering Event or Notice(s) of Redemption
at Option of Holder Upon Major Transaction and each holder which has sent such a
notice shall promptly submit to the Company or its Transfer Agent such holder's
Preferred Stock Certificate(s) which such holder has elected to have redeemed.
The Company shall deliver the applicable Triggering Event Redemption Price, in
the case of a redemption pursuant to Section 4(f), to such holder within five
Trading Days after the Company's receipt of a Notice of Redemption Upon
Triggering Event and, in the case of a redemption pursuant to Section 4(e), the
Company shall deliver the applicable Major Transaction Redemption Price
immediately prior to the consummation of the Major Transaction; PROVIDED that a
holder's Preferred Stock Certificates shall have been so delivered to the
Company; and PROVIDED, FURTHER, that if the Company is unable to redeem all of
the Preferred Shares to be redeemed, the Company shall redeem an amount from
each holder of Preferred Shares being redeemed equal to such holder's pro-rata
amount (based on the number of Preferred Shares held by such holder relative to
the number of Preferred Shares outstanding) of all Preferred Shares being
redeemed. If the Company shall fail to redeem

                                       19
<PAGE>

all of the Preferred Shares submitted for redemption, in addition to any remedy
such holder of Preferred Shares may have under this Amendment, the Investment
Agreement and the Registration Rights Agreement, the applicable Redemption Price
payable in respect of such unredeemed Preferred Shares shall bear default
interest ("DEFAULT INTEREST") at the rate of 2% per month (pro rated for partial
months) until paid in full. Until the Company pays such unpaid applicable
Redemption Price in full to a holder of Preferred Shares submitted for
redemption, such holder shall have the option, in lieu of redemption, to require
the Company to promptly return to such holder(s) all of the Preferred Shares
that were submitted for redemption by such holder(s) under this Section 4 and
for which the applicable Redemption Price has not been paid, by sending written
notice thereof to the Company via facsimile (the "VOID OPTIONAL REDEMPTION
NOTICE"). Upon the Company's receipt of such Void Optional Redemption Notice(s)
and prior to payment of the full applicable Redemption Price to such holder, (i)
the Notice(s) of Redemption at Option of Holder Upon Triggering Event or the
Notice(s) of Redemption at Option of Holder Upon Major Transaction, as the case
may be, shall be null and void with respect to those Preferred Shares submitted
for the redemption and for which the applicable Redemption Price has not been
paid, (ii) the Company shall immediately return any Preferred Shares submitted
to the Company by each holder for redemption under this Section 4(g) and for
which the applicable Redemption Price has not been paid, and (iii) the
Conversion Price of such returned Preferred Shares shall be adjusted to the
lesser of (A) the Conversion Price as in effect on the date on which the Void
Optional Redemption Notice(s) is delivered to the Company and (B) the lowest
Closing Bid Price during the period beginning on the date on which the Notice(s)
of Redemption of Option of Holder Upon Major Transaction or the Notice(s) of
Redemption at Option of Holder Upon Triggering Event, as the case may be, is
delivered to the Company; PROVIDED that no adjustment shall be made if such
adjustment would result in an increase in the Conversion Price then in effect.
Notwithstanding the foregoing, in the event of a dispute as to the determination
of the Closing Bid Price or the arithmetic calculation of the Redemption Price,
such dispute shall be resolved pursuant to Section 3(e)(iii) above. A holder's
delivery of a Void Optional Redemption Notice and exercise of its rights
following such notice shall not affect the Company's obligations to make any
payments which have accrued prior to the date of such notice. Payments provided
for in this Section 4 shall have priority to payments to other stockholders in
connection with a Major Transaction.

         (5) CONVERSION DEFICIENCY; PREMIUM PRICE REDEMPTION FOR CONVERSION
DEFICIENCY. In the event that the Company does not have a sufficient number of
shares of Common Stock registered for resale under the Registration Statement
(or which are exempt from the registration requirements under Act pursuant to
Rule 144(k) under the Act) or is otherwise unable or unwilling to issue such
Common Shares (including without limitation by reason of the limit described in
Section 10 of the Registration Rights Agreement) in accordance with the terms of
this Amendment for any reason after receipt of a Conversion Notice, then:

                  (a) (i) The Company shall pay in cash to each holder an amount
         equal to 3% of the Liquidation Value for the Preferred Shares held by
         such holder for each

                                       20
<PAGE>

         30-day period (or portion thereof) that the Company fails or refuses to
         issue Common Shares in accordance with the terms of this Amendment; and

                           (ii) At any time five days after the commencement of
the running of the first 30-day period described above in clause (i) of this
paragraph (a), at the request of any holder pursuant to a Notice of Redemption,
the Company promptly (1) shall purchase from such holder, at a purchase price
equal to the Triggering Event Redemption Price as of that Conversion Date, the
number of Preferred Shares equal to such holder's pro rata share of the
"Deficiency", as such term is defined below, if the failure to issue Common
Shares results from the lack of a sufficient number thereof and (2) shall
purchase all (or such portion as such holder may elect) of such holder's
Preferred Shares at such Triggering Event Redemption Price if the failure to
issue Common Shares results from any other cause. The "DEFICIENCY" shall be
equal to the number of Preferred Shares that would not be able to be converted
for Common Shares, due to an insufficient number of Common Shares available, if
all the outstanding Preferred Shares were submitted for conversion at the
Conversion Price set forth herein as of the date such Deficiency is determined.
Any request by a holder pursuant to this Section 5(a)(ii) shall be revocable by
that holder at any time prior to its receipt of the Triggering Event Redemption
Price.

                  (b) PRO-RATA CONVERSION AND REDEMPTION. In the event the
         Company receives a Conversion Notice or Notice of Redemption (including
         a Notice of Redemption Upon Major Transaction or Notice of Redemption
         Upon Triggering Event) from more than one holder of Preferred Shares on
         the same day and the Company can convert and/or redeem some, but not
         all, of the Preferred Shares pursuant to this Section 5, the Company
         shall convert and/or redeem from each holder of Preferred Shares
         electing to have Preferred Shares converted and/or redeemed at such
         time an amount equal to such holder's pro-rata amount (based on the
         number of Preferred Shares held by such holder relative to the number
         of Preferred Shares outstanding) of all Preferred Shares being
         converted and redeemed at such time.

         (6) REISSUANCE OF CERTIFICATES. In the event of a conversion or
redemption pursuant to this Amendment of less than all of the Preferred Shares
represented by a particular Preferred Stock Certificate, the Company shall
promptly cause to be issued and delivered to the holder of such Preferred Shares
a Preferred Stock Certificate representing the remaining Preferred Shares which
have not been so converted or redeemed.

         (7) RESERVATION OF SHARES. The Company shall, so long as any of the
Preferred Shares are outstanding, reserve and keep available out of its
authorized and unissued Common Stock, solely for the purpose of effecting the
conversion of the Preferred Shares, such number of shares of Common Stock as
shall from time to time be sufficient to effect the conversion of all of the
Preferred Shares then outstanding (without regard to any limitations on
conversions); PROVIDED that the number of shares of Common Stock so reserved
shall at no time be less than the number of shares of Common Stock for which the
Preferred Shares are at any time convertible, assuming a Conversion Price of
$4.00. The initial number of shares of Common Stock reserved for conversions of
the Preferred Shares and each increase in the number of shares so reserved shall
be allocated

                                       21
<PAGE>

pro rata among the holders of the Preferred Shares based on the number of
Preferred Shares held by each holder at the time of issuance of the Preferred
Shares or increase in the number of reserved shares, as the case may be. In the
event a holder shall sell or otherwise transfer any of such holder's Preferred
Shares, each transferee shall be allocated a pro rata portion of the number of
reserved shares of Common Shares reserved for such transferor. Any shares of
Common Stock reserved and which remain allocated to any person or entity which
does not hold any Preferred Shares shall be allocated to the remaining holders
of Preferred Shares, pro rata based on the number of Preferred Shares then held
by such holder.

         (8) VOTING RIGHTS. Holders of Preferred Shares shall have no voting
rights, except as required by law, including, but not limited to, the FBCA, and
as expressly provided in this Amendment.

         (9) LIQUIDATION, DISSOLUTION, WINDING-UP. In the event of any voluntary
or involuntary liquidation, dissolution or winding up of the Company, the
holders of the Preferred Shares shall be entitled to receive in cash out of the
assets of the Company, whether from capital or from earnings available for
distribution to its stockholders (the "PREFERRED FUNDS"), before any amount
shall be paid to the holders of any of the capital stock of the Company of any
class junior in rank to the Preferred Shares in respect of the preferences as to
the distributions and payments on the liquidation, dissolution and winding up of
the Company, an amount per Preferred Share equal to the Liquidation Value;
PROVIDED that, if the Preferred Funds are insufficient to pay the full amount
due to the holders of Preferred Shares and holders of shares of other classes or
series of preferred stock of the Company that are of equal rank with the
Preferred Shares as to payments of Preferred Funds (the "PARI PASSU SHARES"),
then each holder of Preferred Shares and Pari Passu Shares shall receive a
percentage of the Preferred Funds equal to the full amount of Preferred Funds
payable to such holder as a liquidation preference, in accordance with their
respective Articles of Amendment, as a percentage of the full amount of
Preferred Funds payable to all holders of Preferred Shares and Pari Passu
Shares. The purchase or redemption by the Company of stock of any class, in any
manner permitted by law, shall not, for the purposes hereof, be regarded as a
liquidation, dissolution or winding up of the Company. Neither the consolidation
or merger of the Company with or into any other Person, nor the sale or transfer
by the Company of less than substantially all of its assets, shall, for the
purposes hereof, be deemed to be a liquidation, dissolution or winding up of the
Company. No holder of Preferred Shares shall be entitled to receive any amounts
with respect thereto upon any liquidation, dissolution or winding up of the
Company other than the amounts provided for herein; PROVIDED that a holder of
Preferred Shares shall be entitled to all amounts previously accrued with
respect to amounts owed hereunder.

         (10) PREFERRED RANK; PARTICIPATION. All shares of Common Stock shall be
of junior rank to all Preferred Shares in respect to the preferences as to
distributions and payments upon the liquidation, dissolution and winding up of
the Company. The rights of the shares of Common Stock shall be subject to the
preferences and relative rights of the Preferred Shares. Without the prior
express written consent of the holders of not less than a majority of the
then-outstanding Preferred Shares, the Company shall not hereafter

                                       22
<PAGE>

authorize or issue additional or other capital stock that is of senior rank or
PARI PASSU rank to the Preferred Shares in respect of the preferences as to
distributions and payments upon the liquidation, dissolution and winding up of
the Company; PROVIDED, HOWEVER, that the Company may issue additional or other
capital stock that is of senior rank or PARI PASSU rank with the Preferred
Shares in connection with (a) a Permitted Transaction; or (b) the capitalization
of Able, ICP, Inc. Without the prior express written consent of the holders of
not less than a majority of the then-outstanding Preferred Shares, the Company
shall not hereafter authorize or make any amendment to the Company's Articles of
Incorporation or bylaws, or file any resolution of the board of directors of the
Company with the Secretary of State of the State of Florida containing any
provisions, which would adversely affect or otherwise impair the rights or
relative priority of the holders of the Preferred Shares relative to the holders
of the Common Stock or the holders of any other class of capital stock. In the
event of the merger or consolidation of the Company with or into another
corporation, the Preferred Shares shall maintain their relative powers,
designations and preferences provided for herein and no merger shall result
inconsistent therewith.

         (11) RESTRICTION ON REDEMPTION AND CASH DIVIDENDS WITH RESPECT TO OTHER
CAPITAL STOCK. Until all of the Preferred Shares have been converted or redeemed
as provided herein, the Company shall not, directly or indirectly, redeem, or
declare or pay any cash dividend or distribution on, its Common Stock without
the prior express written consent of the holders of not less than two-thirds of
the then outstanding Preferred Shares.

         (12) LIMITATION ON NUMBER OF CONVERSION SHARES. Notwithstanding any
other provision herein, the Company shall not be obligated to issue any shares
of Common Stock upon conversion of the Preferred Shares if the issuance of such
shares of Common Stock would exceed that number of shares of Common Stock which
the Company may issue upon Conversion of the Preferred Shares (the "EXCHANGE
CAP") without breaching the Company's obligations under applicable rules or
regulations relating to the Nasdaq National Market, except that such limitation
shall not apply in the event that the Company (a) obtains the approval of its
stockholders as required by applicable rules and regulations relating to the
Nasdaq National Market for issuances of Common Stock in excess of such amount or
(b) obtains a written opinion from outside counsel to the Company that such
approval is not required, which opinion shall be reasonably satisfactory to the
holders of a majority of the Preferred Shares then outstanding. If and to the
extent that any such stockholder approval is required, the Company shall as soon
as practicable use its Best Efforts to obtain such approval in accordance with
Section 3(e)(vii) of this Amendment. Until such approval or written opinion is
obtained, no purchaser of Preferred Shares pursuant to the Investment Agreement
(the "PURCHASERS") shall be issued, upon conversion of Preferred Shares, shares
of Common Stock in an amount greater than the product of (i) the Exchange Cap
amount multiplied by (ii) a fraction, the numerator of which is the number of
Preferred Shares issued to such Purchaser pursuant of the Investment Agreement
and the denominator of which is the aggregate amount of all the Preferred Shares
issued to the Purchasers pursuant to the Investment Agreement (the "CAP
ALLOCATION AMOUNT"). In the event that any Purchaser shall sell or otherwise
transfer any of such Purchaser's

                                       23
<PAGE>

Preferred Shares, the transferee shall be allocated a pro rata portion of such
Purchaser's Cap Allocation Amount. In the event that any holder of Preferred
Shares shall convert all of such holder's Preferred Shares into a number of
shares of Common Stock which in the aggregate, is less than such holder's Cap
Allocation Amount, then the difference between such holder's Cap Allocation
Amount and the number of shares of Common Stock actually issued to such holder
shall be allocated to the respective Cap Allocation Amounts of the remaining
holders of Preferred Shares on a pro rata basis in proportion to the number of
Preferred Shares then held by each such holder.

         (13) VOTE TO CHANGE THE TERMS OF OR ISSUE PREFERRED SHARES. The
affirmative vote at a meeting duly called for such purpose or the written
consent without a meeting, of the holders of not less than two-thirds of the
then outstanding Preferred Shares, shall be required for (a) any change to this
Amendment or the Company's Articles of Incorporation which would amend, alter,
change or repeal any of the powers, designations, preferences and rights of the
Preferred Shares, or (b) any issuance of Preferred Shares other than pursuant to
the Investment Agreement.

         (14) LOST OR STOLEN CERTIFICATES. Upon receipt by the Company of
evidence satisfactory to the Company of the loss, theft, destruction or
mutilation of any Preferred Stock Certificate(s) representing the Preferred
Shares, and, in the case of loss, theft or destruction, of any indemnification
undertaking by the holder to the Company and, in the case of mutilation, upon
surrender and cancellation of the Preferred Stock Certificate(s), the Company
shall execute and deliver new preferred stock certificate(s) of like tenor and
date; PROVIDED, HOWEVER, the Company shall not be obligated to re-issue
preferred stock certificates if the holder contemporaneously requests the
Company to convert such Preferred Shares into Common Stock.

         (15) REMEDIES, CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND
INJUNCTIVE RELIEF. The remedies provided in this Amendment shall be cumulative
and in addition to all other remedies available under this Amendment, at law or
in equity (including a decree of specific performance and/or other injunctive
relief), no remedy contained herein shall be deemed a waiver of compliance with
the provisions giving rise to such remedy, and nothing herein shall limit a
holder's right to pursue actual damages for any failure by the Company to comply
with the terms of this Amendment. The Company covenants to each holder of
Preferred Shares that there shall be no characterization concerning this
instrument other than as expressly provided herein. Amounts set forth or
provided for herein with respect to payments, conversion and the like (and the
computation thereof) shall be the amounts to be received by the holder thereof
and shall not, except as expressly provided herein, be subject to any other
obligation of the Company (or the performance thereof). The Company acknowledges
that a breach by it of its obligations hereunder will cause irreparable harm to
the holders of the Preferred Shares and that the remedy at law for any such
breach may be inadequate. The Company therefore agrees that, in the event of any
such breach or threatened breach, the holders of the Preferred Shares shall be
entitled, in addition to all other available remedies, to an injunction
restraining any breach, with the necessity of showing economic loss and without
any bond or other security being required.

                                       24
<PAGE>

         (16) SPECIFIC SHALL NOT LIMIT GENERAL; CONSTRUCTION. No specific
provision contained in this Amendment shall limit or modify any more general
provision contained herein. This Amendment shall be deemed to be jointly drafted
by the Company and the initial holders of the Preferred Shares and shall not be
construed against any person as the drafter hereof.

         (17) FAILURE OR INDULGENCE NOT WAIVER. No failure or delay on the part
of a holder of Preferred Shares in the exercise of any power, right or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privilege.

         (18) NOTICES. Any notice required to be delivered pursuant to the terms
of this Amendment shall be delivered, unless otherwise provided in this
Amendment, in accordance with the terms, and subject to the notice provisions
of, the Investment Agreement.

         (19) FORCE MAJEURE. The Company shall not be liable for any default or
delay in the performance of its obligations under this Amendment if and only to
the extent such delay or default is caused by Force Majeure; PROVIDED, HOWEVER,
that no event of Force Majeure shall excuse any such default or delay for longer
than an aggregate of 30 days in any calendar year.

                                       25
<PAGE>

         IN WITNESS WHEREOF, the Company has caused the foregoing Articles of
Amendment to the Articles of Incorporation to be signed on February 4, 2000.

                                           ABLE TELCOM HOLDING CORP.



                                           By:
                                              ------------------------------
                                           Name:
                                           Title:

                                       26
<PAGE>

                                    EXHIBIT I

                            ABLE TELCOM HOLDING CORP.
                                CONVERSION NOTICE

         Reference is made to the Articles of Amendment for the Series C
Convertible Preferred Stock (the "Articles of Amendment"). In accordance with
and pursuant to the Articles of Amendment, the undersigned hereby elects to
convert the number of shares of Series C Convertible Preferred Stock, par value
$0.10 per share (the "Preferred Shares"), of Able Telcom Holding Corp., a
Florida corporation (the "Company"), indicated below into shares of Common
Stock, par value $.001 per share (the "Common Stock"), of the Company, by
tendering the stock certificate(s) representing the Preferred Shares specified
below as of the date specified below.

         Date of Conversion:____________________________________________________

         Number of Preferred Shares to be converted:____________________________

         Stock certificate no(s). of Preferred Shares to be converted:__________

Please confirm the following information:

         Conversion Price:______________________________________________________

         Number of shares of Common
         Stock to be issued:____________________________________________________

Please issue the Common Stock into which the Preferred Shares are being
converted and, if applicable, any check drawn on an account of the Company in
the following name and to the following address:

         Issue to:                    __________________________________________

                                      __________________________________________

         Facsimile Number:

         Authorization:               __________________________________________

                                      By:_______________________________________

                                      Title:____________________________________


         Dated:                       __________________________________________

         Account Number
           (if electronic book
            entry transfer)           __________________________________________

                                       27
<PAGE>

         Transaction Code Number
           (if electronic book
            entry transfer):____________________________________________________

THIS NOTICE MUST BE DELIVERED TO COMPANY AND TRANSFER AGENT

                                       28