WPALM/49251_1.DOC
EXHIBIT 10.23            THIRD MODIFICATION OF TERM LOAN
-------------            -------------------------------
                     REVOLVING CREDIT AND SECURITY AGREEMENT

        THIS  AGREEMENT  is made as of the 2nd  day of  December,  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,  TIPCO,  INC., a Florida  corporation,  TELECOMMUNICATIONS
SERVICES GROUP, INC., a Florida  corporation,  TRAFFIC MANAGEMENT GROUP, INC., a
Florida  corporation,  and  GEORGIA  ELECTRIC  COMPANY,  a Georgia  corporation,
(singularly an "Existing Guarantor" and collectively the "Existing Guarantors"),
DIAL  COMMUNICATIONS,,  INC., a Florida  corporation and H.C.  CONNELL,  INC., a
Florida  corporation  (singularly a "New  Guarantor" and  collectively  the "New
Guarantors" and collectively with the Existing Guarantors the "Guarantors"), .

                                   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 and as further  amended by Second  Modification of Term
Loan Revolving  Credit and Security  Agreement dated as of October 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 Lender has
required that the New Guarantors join in the Loan Agreement as Guarantors; and

        WHEREAS,  Borrower has  requested  an  additional  $1,900,000  loan from
Lender (the "New Loan") which is to be evidenced by a new $1,900,000  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:

        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.
<PAGE>

        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.     Section 6.27 is hereby added to the Loan Agreement to read as 
               follows:

                      6.27   DIAL  COMMUNICATIONS  INC. NET WORTH.  Shall  
               maintain the tangible net worth of Dial Communications,  Inc.
              (stockholders'  equity in  Dial   Communications,   Inc.  less any
              tangible  assets  of  Dial Communications,  Inc.)  at not  less  
              than  One  Million  Seven  Hundred Thousand and no/100s Dollars
              ($1,700,000).

        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, the
new  guarantees  executed by the New  Guarantors  and any documents  executed in
connection therewith are included in the Loan Documents. Borrower agrees that no
further  advances will be requested or made under the Equipment  Facility  until
the  New  Loan  has  been  repaid,  refinanced  or  otherwise  resolved  to  the
satisfaction of Lender in its sole discretion.

        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/KATHRYN B. HARBER
--------------------
Print Name: KATHRYN B. HARBER

<PAGE>

                                            EXISTING 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/KATHRYN B. HARBER
--------------------
Print Name: KATHRYN B. HARBER

                                            TRANSPORTATION SAFETY CONTRACTORS OF
                                            VIRGINIA, INC. 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/KATHRYN B. HARBER
--------------------
Print Name: KATHRYN B. HARBER
                                            EXISTING GUARANTORS:
                                            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/KATHRYN B. HARBER
--------------------
Print Name: KATHRYN B. HARBER

                                            TIPCO, 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/KATHRYN B. HARBER
--------------------
Print Name: KATHRYN B. HARBER

<PAGE>

                                            TELECOMMUNICATIONS SERVICES 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/KATHRYN B. HARBER
--------------------
Print Name: KATHRYN B. HARBER

                                            EXISTING 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/KATHRYN B. HARBER
--------------------
Print Name: KATHRYN B. HARBER

                                            GEORGIA ELECTRIC COMPANY, a Georgia
                                            corporation

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

                                            NEW GUARANTORS:
                                            DIAL 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/KATHRYN B. HARBER
--------------------
Print Name: KATHRYN B. HARBER

                                            H.C. CONNELL, INC., a Florida 
                                            corporation

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

<PAGE>

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

        The  foregoing  instrument  was  acknowledged  before  me  this 2 day of
DECEMBER,  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:

STATE OF GEORGIA                    )
                                    )  SS:
COUNTY OF FULTON                    )

        The  foregoing  instrument  was  acknowledged  before me this 2ND day of
DECEMBER,  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 _________________________ 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 2ND day of
DECEMBER,  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

STATE OF GEORGIA                    )
                                    )  SS:
COUNTY OF FULTON                    )

        The  foregoing  instrument  was  acknowledged  before me this 2ND day of
DECEMBER,  1996, by WILLIAM J.  MERCCURIO 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
_________________________ 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 2ND day of
DECEMBER,  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 _________________________ 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 2ND day of
DECEMBER,  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 _________________________ 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 2ND day of
DECEMBER,  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  _________________________  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 2ND day of
DECEMBER,  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 _________________________ 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 2ND day of
DECEMBER,  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 _________________________ 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 2ND day of
DECEMBER, 1996, by WILLIAM J. MERCURIO as CHAIRMAN of DIAL COMMUNICATIONS, 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 2ND day of
DECEMBER,  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 _________________________ as identification.

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