EXHIBIT 10.24            TERM LOAN AND SECURITY AGREEMENT
-------------                                            
                                     BETWEEN

                            ABLE TELCOM HOLDING CORP.
                                   "BORROWER"

                         GEORGIA ELECTRIC COMPANY, INC.
                         TRAFFIC MANAGEMENT GROUP, INC.
                     TRANSPORTATION SAFETY CONTRACTORS OF VIRGINIA, INC.
                     TRANSPORTATION SAFETY CONTRACTORS, INC.
                                  "GUARANTORS"

                                       AND

                      SUNTRUST BANK, SOUTH FLORIDA, NATIONAL ASSOCIATION
                                     "BANK"

                          DATED AS OF DECEMBER 2, 1996

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<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
                                                                           PAGE
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<S>                                                                         <C>
1.  Definitions............................................................  1
        Defined Terms......................................................  1
        Financial Terms....................................................  6
2.  Representations and Warranties.........................................  6
        Valid Existence and Power..........................................  6
        Authority..........................................................  6
        Financial Condition................................................  6
        Litigation.........................................................  7
        Agreements, Etc....................................................  7
        Authorizations.....................................................  7
        Title..............................................................  7
        Collateral.........................................................  7
        Location...........................................................  7
        Taxes..............................................................  8
        Withholding Taxes..................................................  8
        Labor Law Matters..................................................  8
        Accounts...........................................................  8
        Use and Location of Collateral.....................................  8
        Judgment Liens.....................................................  8
        Intent and Effect of Transactions..................................  8
        Subsidiaries.......................................................  8
        Hazardous Materials................................................  9
        ERISA..............................................................  9
        Guarantors.........................................................  9
3.  The Loan...............................................................  9
        Loan...............................................................  9
        Interest Rate......................................................  9
        Net Payments.......................................................  9
        Calculation of Interest............................................  10
        Special Loan Account...............................................  10
        Prepayment.........................................................  10
        Overdue Amounts....................................................  10
        Sales Tax..........................................................  10
        Cross Collateralization............................................  11
5.  Conditions Precedent to Borrowing......................................  11
6.  Covenants of the Borrower..............................................  12
        Use of Loan Proceeds...............................................  12
        Maintenance of Business and Properties.............................  12
        Insurance..........................................................  13
</TABLE>

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<TABLE>
<S>                                                                         <C>
        Notice of Default..................................................  13
        Inspections........................................................  13
        Financial Information..............................................  13
        Debt...............................................................  14
        Liens..............................................................  14
        Merger, Sale, Etc..................................................  14
        Loans and Other Investments........................................  15
        Change in Business.................................................  15
        Accounts...........................................................  15
        Transactions with Affiliates.......................................  15
        No Change in Name, Offices; Removal of Collateral..................  15
        No Sale, Leaseback.................................................  15
        Margin Stock.......................................................  15
        Payment of Taxes, Etc..............................................  16
        Subordination......................................................  16
        Compliance; Hazardous Materials....................................  16
        Subsidiaries.......................................................  16
        Net Worth..........................................................  17
        Working Capital....................................................  17
        Debt Service.......................................................  17
        Further Assurances.................................................  17
        Withholding Taxes..................................................  17
        Depository Accounts................................................  17
        Confirmation of Collateral.........................................  17
7.  Default................................................................  17
        Events of Default..................................................  17
        Remedies...........................................................  19
        Receiver...........................................................  19
8.  Security Agreement.....................................................  20
        Security Interest..................................................  20
        Remedies...........................................................  20
        Entry..............................................................  21
        Deposits; Insurance................................................  21
        Other Rights.......................................................  21
        Accounts...........................................................  21
        Tangible Collateral................................................  22
        Waiver of Marshalling..............................................  22
9.  Miscellaneous..........................................................  22
        No Waiver, Remedies Cumulative.....................................  22
        Survival of Representations........................................  22
        Expenses...........................................................  22
        Notices............................................................  23
</TABLE>
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<TABLE>

<S>                                                                         <C>
        Governing Law......................................................  23
        Successors and Assigns.............................................  23
        Counterparts.......................................................  24
        No Usury...........................................................  24
        Powers.............................................................  24
        Approvals..........................................................  24
        Jurisdiction, Service of Process...................................  24
        Multiple Borrowers.................................................  25
        Waiver of Jury Trial...............................................  25
</TABLE>

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                                                               WPALM/48480_1.DOC
                        TERM LOAN AND SECURITY AGREEMENT
THIS  AGREEMENT  (the  "Agreement"),  dated as of December __, 1996 between ABLE
TELCOM HOLDING CORP., a Florida  corporation (the "Borrower"),  GEORGIA ELECTRIC
COMPANY,  a Georgia  corporation,  TRAFFIC  MANAGEMENT  GROUP,  INC.,  a Florida
corporation,  TRANSPORTATION  SAFETY  CONTRACTORS OF VIRGINIA,  INC., a Virginia
corporation,  TRANSPORTATION  SAFETY CONTRACTORS,  INC., a Florida  corporation,
(singularly a "Guarantor" and collectively the  "Guarantors") and SUNTRUST BANK,
SOUTH FLORIDA, NATIONAL ASSOCIATION, (the "Bank");

                               W I T N E S S E T H

In  consideration  of the premises and of the mutual  covenants herein contained
and to induce the Bank to extend  credit to the  Borrower,  the parties agree as
follows:

     1.  DEFINITIONS.  In addition to terms defined elsewhere in this Agreement,
the following terms have the meanings indicated:

               1.1    DEFINED TERMS.

               "ACCOUNT" shall mean any account receivable, including any rights
of  payment  for goods  sold or leased or for  services  rendered,  which is not
evidenced by an Instrument or Chattel  Paper,  whether or not it has been earned
by performance, and in addition includes all property included in the definition
of "accounts"  as used in the Code,  together  with any  guaranties,  letters of
credit and other security therefor.

               "ACCOUNT  DEBTOR" shall mean a Person who is obligated  under any
Account, Chattel Paper, General Intangible or Instrument.

               "AFFILIATE" of a named Person shall mean (a) any Person owning 5%
or more of the voting stock or rights of such named Person or of which the named
Person  owns  5% or more  of  such  voting  stock  or  rights;  (b)  any  Person
controlling,  controlled by or under common control with such named Person;  (c)
any  officer or  director of such named  Person or any  Affiliates  of the named
Person;  and (d) any family  member of the named Person or any Affiliate of such
named Person.

               "BUSINESS DAY" shall mean a weekday on which commercial banks are
open for business in Palm Beach County, Florida.

               "CHATTEL PAPER" shall mean all writing or writings which evidence
both a monetary  obligation and a security  interest in or the lease of specific
goods and in  addition  includes  all  property  included in the  definition  of
"chattel paper" as used in the Code,  together with any  guaranties,  letters of
credit and other security therefor.

               "CODE" shall mean the Uniform  Commercial  Code,  as in effect in
Florida from time to time.

               "COLLATERAL"  means the property described in the Loan Documents,
and, if not  described  in the Loan  Documents,  the  following  property of any
Obligors,  wherever  located and  whether  now owned by an Obligor or  hereafter
acquired:  (a) all  real  property  owned  by any  Obligor,  including,  without
limitation,  any  interest an Obligor may have in any real  property  including,
without limitation,  any leasehold or easement interests; (b) all Inventory; (c)
all  General  Intangibles;  (d) all  Accounts  and  Chattel  Paper and any other

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instrument or  intangible  representing  payment for goods or services;  (e) all
Equipment; (f) all Instruments (g) any other collateral in which the Bank may be
hereafter  granted a security interest or Lien; (h) all funds on deposit with or
under  the  control  of the Bank or its  agents or  correspondents;  and (i) all
parts,  replacements,  substitutions,  profits,  products  and cash and non-cash
proceeds of any of the foregoing (including insurance proceeds payable by reason
of loss or damage thereto) in any form and wherever  located.  Collateral  shall
include  all written or  electronically  recorded  records  relating to any such
Collateral and other rights relating thereto.

               "DEBT" shall mean all liabilities of a Person as determined under
generally accepted  accounting  principles and all obligations which such Person
has guaranteed or endorsed or is otherwise  secondarily or jointly  liable,  and
shall  include,  without  limitation (a) all  obligations  for borrowed money or
purchased assets, (b) obligations  secured by assets whether or not any personal
liability  exists,  (c) the  capitalized  amount of any capital or finance lease
obligations,  (d) the  unfunded  portion of  pension  or benefit  plans or other
similar  liabilities,  (e)  obligations  as a general  partner,  (f)  contingent
obligations  pursuant to guaranties,  endorsements,  letters of credit and other
secondary liabilities, and (g) obligations for deposits.

               "DEBT  SERVICE"  means  all  scheduled   principal  and  interest
payments  under the Loan and all other  loans now or  hereafter  outstanding  to
Georgia Electric Company from any lender during the period in question.
               "DEFAULT RATE" shall mean the highest lawful rate of interest per
annum  specified in any Note to apply after a default  under such Note or, if no
such rate is specified, the highest rate of interest allowed by law.

               "EQUIPMENT" shall mean all furniture,  fixtures, equipment, motor
vehicles,  rolling  stock  and  other  tangible  property  of a Person  of every
description,  except Inventory and in addition includes all property included in
the definition of "equipment" as used in the Code.

               "EXCESS  CASH FLOW"  shall mean  fifty  percent  (50%) of the net
income of  Georgia  Electric  Company in the  fiscal  year of  Georgia  Electric
Company in question plus depreciation for such year and less Funded Debt due and
payable in such  fiscal  year and all  computed  in  accordance  with  generally
accepted accounting principals consistently applied.

               "EXISTING LOAN AGREEMENT"  means the Term Loan,  Revolving Credit
and  Security  Agreement  dated as of November 29, 1995 by and between the Bank,
Borrower,  Transportation Safety Contractors of Virginia,  Inc.,  Transportation
Safety Contractors,  Inc., BCD  Communications,  Inc., n/k/a Able Communications
Services,  Inc., Tipco, Inc.,  Telecommunications  Services Group, Inc., Traffic
Management Group, Inc., and Georgia Electric Company, as amended by Modification
of Term Loan Revolving  Credit and Security  Agreement  dated as of May 30, 1996
and Second  Modification of Term Loan,  Revolving Credit and Security  Agreement
dated as of October 30, 1996.

               "EXISTING  LOAN  DOCUMENTS"  means the  Existing  Loan  Agreement
and the Loan Documents as defined in the Existing Loan Agreement.
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               "EVENT OF  DEFAULT"  shall  mean any event  specified  as such in
Section 7.1 hereof  ("EVENTS OF  DEFAULT"),  provided that there shall have been
satisfied any requirement in connection with such event for the giving of notice
or the lapse of time,  or both;  "DEFAULT" or  "default"  shall mean any of such
events,  whether  or not any such  requirement  for the  giving of notice or the
lapse of time or the happening of any further condition, event or act shall have
been satisfied.

               "FUNDED DEBT" means all indebtedness for money borrowed, purchase
money mortgages,  capitalized  leases,  conditional  sales contracts and similar
title  retention  debt  instruments,  including  any current  maturities of such
indebtedness, which by its terms matures more than one year from the date of any
calculation thereof and/or which is renewable or extendible at the option of the
obligor to a date beyond one year from such date. The calculation of Funded Debt
shall include all Funded Debt of Georgia Electric Company,  plus all Funded Debt
of other entities or persons, other than subsidiaries, which has been guaranteed
by Georgia  Electric  Company.  Funded Debt shall also  include  the  redemption
amount  with  respect to any stock of Georgia  Electric  Company  required to be
redeemed within the next twelve months.

               "GENERAL INTANGIBLES" shall mean all intangible personal property
(including  things in action) except  Accounts,  Chattel Paper and  Instruments,
including all contract  rights,  copyrights,  trademarks,  trade names,  service
marks, patents, patent drawings,  designs,  formulas,  rights to a Person's name
itself,  customer lists,  rights to all prepaid  expenses,  marketing  expenses,
rights to receive future contracts, fees, commissions and orders relating in any
respect to any business of a Person,  all  licenses  and  permits,  all computer
programs and other software  owned by a Person,  or which a Person has the right
to use, and all rights for breach of warranty or other claims for funds to which
a Person may be entitled,  and in addition includes all property included in the
definition of "general intangibles" as used in the Code.

               "GUARANTOR"  shall mean Georgia  Electric  Company,  Inc.,  
Traffic  Management Group,  Inc.,  Transportation  Safety  Contractors of 
Virginia,  Inc.,  Transportation  Safety Contractors, Inc. and any other person
now or hereafter guaranteeing the Loan.

               "GUARANTY  AGREEMENT"  shall mean any guaranty  instrument now or
hereafter  executed  and  delivered by any  Guarantor to the Bank,  as it may be
modified.

               "INDEBTEDNESS"  shall mean all  obligations now or hereafter owed
to the Bank by an Obligor, including, without limitation,  amounts owed or to be
owed under the terms of the Loan Documents,  or arising out of the  transactions
described therein, including, without limitation, the Loan, sums advanced to pay
overdrafts on any account maintained by an Obligor with the Bank,  reimbursement
obligations for outstanding letters of credit or banker's  acceptances issued to
the account of an Obligor,  amounts paid by the Bank under  letters of credit or
drafts  accepted by the Bank for the account of an  Obligor,  together  with all
interest  accruing thereon,  all fees, all costs of collection,  attorneys' fees
and  expenses  of or  advances  by the Bank  which  the Bank  pays or  incurs in
discharge of obligations of an Obligor or to repossess, protect, preserve, store
or dispose of any  Collateral,  whether  such  amounts are now due or  hereafter
become due,  direct or indirect  and whether  such  amounts due are from time to
time reduced or entirely extinguished and thereafter re-incurred.

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               "INSTRUMENTS"  means all  promissory  notes,  letters  of credit,
guarantees,  securities,  and other items constituting "instruments" (as defined
in the Code) owned or held by an Obligor, whether or not in negotiable form, and
all collateral and other security therefor, whether now or hereafter existing or
acquired,  and all  proceeds  thereof  and all  substitutions  and  replacements
therefor.

               "INVENTORY"  means all  goods,  merchandise  and  other  personal
property  of a Person  which is held  for  sale or lease or  furnished  or to be
furnished  under a  contract  for  services  or raw  materials,  and all work in
process and  materials  used or consumed or to be used or consumed in a Person's
business,  and in addition,  includes all property included in the definition of
"inventory" as used in the Code.

               "LIEN"  (collectively  "LIENS") shall mean any mortgage,  pledge,
statutory  lien or other lien arising by operation  of law,  security  interest,
trust arrangement,  financing lease, collateral assignment or other encumbrance,
or any segregation of assets or revenues (whether or not constituting a security
interest)  with respect to any present or future  assets,  revenues or rights to
the receipt of income of the Person referred to in the context in which the term
is used.

               "LOAN" means the loan from Bank to Borrower evidenced by the Term
Note and all renewals, modifications, amendments and extensions thereof.

               "LOAN  DOCUMENTS"  shall mean the Existing Loan  Documents,  this
Agreement, any other Security Agreement, the Note, the Guaranty Agreements,  and
all other  documents and instruments  now or hereafter  evidencing,  describing,
guaranteeing or securing the Indebtedness or delivered in connection  therewith,
as they may be modified.

               "MATURITY DATE" means December 2, 2001.

               "OBLIGORS" means the Borrower and the Guarantors.

               "PERMITTED  DEBT"  shall mean (a) the  Indebtedness;  and (b) any
other Debt listed on Exhibit 1.1D hereto (if any) and any extensions,  renewals,
replacements,  modifications  and  refundings  of any such  Debt if,  and to the
extent, permitted by Exhibit 1.1D; provided,  however, that the principal amount
of such Debt may not be increased  from the amount shown as  outstanding on such
exhibit; and (c) such other Debt as the Bank may consent to in writing from time
to time.

               "PERMITTED LIENS" shall mean (a) Liens securing the Indebtedness;
(b) Liens for taxes and other  statutory  Liens,  landlord's  Liens and  similar
Liens  arising out of operation of law  (provided  they are  subordinate  to the
Bank's Liens on Collateral) so long as the  obligations  secured thereby are not
past due or are being  contested as  permitted  herein;  (c) Liens  described on
Exhibit 1.1E hereto (if any), provided, however, that no debt not now secured by
such Liens  shall  become  secured by such Liens  hereafter;  and (d) such other
Liens as the Bank may consent to in writing from time to time.

               "PERSON"   shall   mean   any   natural   person,    corporation,
unincorporated   organization,   trust,   joint-stock  company,  joint  venture,
association,  company,  limited or general partnership,  any government,  or any
agency or political subdivision of any government.
<PAGE>

               "PRIME  RATE" shall mean the annual  interest  rate  announced by
SunTrust Banks,  Inc., from time to time, as its Prime Rate (which interest rate
is only a bench mark, is purely discretionary and is not necessarily the best or
lowest rate  charged  borrowing  customers  of any  subsidiary  bank of SunTrust
Banks,  Inc.).  A change in the  Prime  Rate  shall  become  effective  from the
beginning of the day on which such change is determined by the Bank.

               "SECURITY AGREEMENT" shall mean this Agreement as it relates to a
security interest in the Collateral, and any other mortgage,  security agreement
or similar  instrument  now or hereafter  executed by an Obligor or other Person
granting  the  Bank  a  security  interest  in  any  Collateral  to  secure  the
Indebtedness.

               "SPECIAL  LOAN  ACCOUNT"  shall mean the demand  deposit  account
established pursuant to Section 3.8 hereof ("SPECIAL LOAN ACCOUNT").

               "SUBSIDIARY"  shall mean any  corporation,  partnership  or other
Person in which the Borrower,  now or hereafter,  directly or  indirectly,  owns
more than fifty  percent  (50%) of the stock,  capital or income  interests,  or
other beneficial interests, or which is effectively controlled by the Borrower.

                      "TANGIBLE  NET  WORTH"  means the  stockholders  equity of
Borrower  in Georgia Electric Company as reported in Borrowers financial  
statements less any intangible assets all computed in accordance with generally
accepted  accounting principles consistently applied.

               1.2.   FINANCIAL  TERMS.  All  financial  terms  used  herein  
shall  have  the meanings  assigned to them under  generally  accepted  
accounting  principles  unless  another meanings shall be specified.

     2.  REPRESENTATIONS  AND  WARRANTIES.  In order to induce the Bank to enter
into this Agreement and to make the Loan provided for herein,  Obligors make the
following  representations  and  warranties,  all of  which  shall  survive  the
execution and delivery of the Loan Documents.

               2.1. VALID EXISTENCE AND POWER. The Borrower is a corporation and
each  Subsidiary  is a  corporation  or other  entity  duly  organized,  validly
existing  and in  good  standing  under  the  laws  of the  jurisdiction  of its
organization  and is duly  qualified  or licensed  to  transact  business in all
places where the failure to be so qualified would have a material adverse effect
on it. Each of the  Obligors  and each other Person which is a party to any Loan
Documents  (other  than the  Bank) has the  power to make and  perform  the Loan
Documents  executed by it and all such  instruments  will  constitute the legal,
valid and binding  obligations of such Person,  enforceable  in accordance  with
their  respective  terms,  subject only to bankruptcy and similar laws affecting
creditors' rights generally.

               2.2. AUTHORITY.  The execution,  delivery and performance thereof
by  Obligors  and each other  Person  (other than the Bank)  executing  any Loan
Document have been duly  authorized by all necessary  action of each Obligor and
its shareholders  and by such other Person,  and do not and will not violate any

<PAGE>

provision  of law or  regulation,  or any writ,  order or decree of any court or
governmental or regulatory authority or agency or any provision of the governing
instruments of such Person, and do not and will not, with the passage of time or
the giving of notice,  result in a breach of, or constitute a default or require
any consent  under,  or result in the  creation of any Lien upon any property or
assets of such Person pursuant to, any law, regulation,  instrument or agreement
to  which  any  such  Person  is a party or by  which  any  such  Person  or its
respective  properties  may be subject,  bound or  affected  other than the Loan
Documents.

               2.3.  FINANCIAL  CONDITION.   Other  than  as  disclosed  in  the
projected  consolidated  financial  results for the Obligors' fiscal year ending
October  31,  1996  delivered  to the Bank on or prior to the date  hereof,  the
Obligors have no direct or contingent  obligations or liabilities (including any
guarantees or leases) or any material  unrealized or anticipated losses from any
commitments except as described on Exhibit 2.3 (if any).  Obligors are not aware
of any material adverse fact (other than facts which are generally  available to
the public and not  particular  to the  Obligors,  such as general  economic  or
industry  trends)  concerning the conditions or future prospects of the Obligors
which has not been fully disclosed to the Bank,  including any material  adverse
change in the  operations or financial  condition of Obligors  since the date of
the most recent financial statements delivered to the Bank.

               2.4.  LITIGATION.  Except as  disclosed  on Exhibit 2.4 (if any),
there are no suits or proceedings  pending,  or to the knowledge of the Obligors
threatened,  before any court or by or before  any  governmental  or  regulatory
authority,  commission,  bureau of agency or public  regulatory  body against or
affecting the Obligors or their assets, which if adversely determined would have
a  material  adverse  effect  on the  financial  condition  or  business  of the
Obligors.

               2.5.  AGREEMENTS,  ETC.  None  of  Obligors  is a  party  to  any
agreement or  instrument or subject to any court order,  governmental  decree or
any charter or other corporate  restriction,  adversely  affecting its business,
properties or assets,  operations or condition  (financial or otherwise)  nor is
any Obligor in default in the  performance,  observance or fulfillment of any of
the  obligations,   covenants  or  conditions  contained  in  any  agreement  or
instrument to which it is a party, or any law, regulation,  decree, order or the
like.

               2.6. AUTHORIZATIONS. All authorizations,  consents, approvals and
licenses  required  under  applicable  law or  regulation  for the  ownership or
operation of the property owned or operated by any Obligor or for the conduct of
any  business in which it is engaged have been duly issued and are in full force
and effect, and it is not in default,  nor has any event occurred which with the
passage of time or the giving of notice,  or both,  would  constitute a default,
under any of the terms or provisions  of any part  thereof,  or under any order,
decree, ruling, regulation, closing agreement or other decision or instrument of
any governmental  commission,  bureau or other  administrative  agency or public
regulatory body having jurisdiction over such person, which default would have a
material  adverse  effect on such Person.  Except as noted herein,  no approval,
consent or  authorization  of, or filing or registration  with, any governmental
commission,  bureau or other  regulatory  authority  or agency is required  with
respect to the execution, delivery or performance of any Loan Document.
<PAGE>

               2.7.   TITLE.  One of the  Obligors  has good title to all of the
assets  shown in the  consolidated  financial  statements  of Obligors  free and
clear of all Liens,  except Permitted Liens.  One of the Obligor's alone has 
full ownership rights in all Collateral.

               2.8.  COLLATERAL.  The  security  interests  granted  to the Bank
herein and  pursuant  to any other  Loan  Document  (a)  constitute  and,  as to
subsequently  acquired  property  included in the  Collateral  will  constitute,
security interests under Florida law (including the Code) entitled to all of the
rights, benefits and priorities provided by Florida law (including the Code) and
the Loan Documents, and (b) are, and as to subsequently acquired Collateral will
be fully perfected,  superior and prior to the rights of all third persons,  now
existing or hereafter arising, subject only to Permitted Liens.

     2.9.  LOCATION.  The  chief  executive  office  of the  Obligors  where the
Obligors'  business records are located is the address designated for notices in
Section 9.4 ("NOTICES") and the Obligors' other places of business are listed on
Exhibit 2.9 attached hereto.

               2.10. TAXES. Obligors have filed all federal and state income and
other tax returns which, to the best knowledge of the Obligors,  are required to
be  filed,  and have  paid all  taxes as shown on said  returns  and all  taxes,
including  AD VALOREM  taxes,  shown on all  assessments  received  by it to the
extent that such taxes have become due. Obligors are not subject to any federal,
state or local tax Liens nor has such Person  received any notice of  deficiency
or other official notice to pay any taxes.  Each of Obligors have paid all sales
and excise taxes payable by it.

     2.11.  WITHHOLDING  TAXES.  Each of the Obligors has paid all  withholding,
FICA and other payments  required by federal,  state or local  governments  with
respect to any wages paid to employees.

               2.12.  LABOR LAW MATTERS.  No goods or services have been or will
be  produced  by the  Obligors  in  violation  of any  applicable  labor laws or
regulations or any collective  bargaining agreement or other labor agreements or
in  violation  of any  minimum  wage,  wage-and-hour  or other  similar  laws or
regulations.

               2.13. ACCOUNTS. Each Account, Instrument, Chattel Paper and other
writing   constituting  any  portion  of  the  Collateral  is  (a)  genuine  and
enforceable in accordance  with its terms except for such limits thereon arising
from bankruptcy and similar laws relating to creditors'  rights; (b) to the best
of the  Obligor's  knowledge  are not subject to any defense,  setoff,  claim or
counterclaim  of a material  nature against the Obligors  except as to which the
Obligors  have  notified  the Bank in writing;  and (c) not subject to any other
circumstances  that would impair the validity,  enforceability or amount of such
Collateral except as to which the Obligors have notified the Bank in writing.

     2.14. USE AND LOCATION OF  COLLATERAL.  The Collateral is located only, and
shall at all times be kept and  maintained  only, at the  Obligors'  location or
locations as described herein.

     2.15.  JUDGMENT  LIENS.  Neither  Obligors,  nor any of their  assets,  are
subject to any unpaid judgments (whether or not stayed) or any judgment liens in
any jurisdiction.
<PAGE>

                  2.16.  INTENT AND EFFECT OF TRANSACTIONS.  This Agreement and
the transactions contemplated herein (a) are not made or incurred with intent to
hinder,  delay or defraud any person to whom the Obligors have been, are now, or
may hereafter  become indebted;  (b) do not render any Obligor  insolvent nor is
the  Obligor  insolvent  on the date of this  Agreement;  (c) do not  leave  the
Obligor with an unreasonably  small capital with which to engage in its business
or in any business or transaction in which it intends to engage; and (d) are not
entered into with the intent to incur, or with the belief that any Obligor would
incur, debts that would be beyond its ability to pay as such debts mature.

     2.17.  SUBSIDIARIES.  All of the  Subsidiaries  are listed on Exhibit  2.17
attached hereto.

               2.18.  HAZARDOUS  MATERIALS.   The  Obligors'  and  Subsidiaries'
property  and  improvements  thereon  have not in the past  been  used,  are not
presently being used, and will not in the future be used for, nor do any of such
persons engage in, the handling, storage, manufacture,  disposition, processing,
transportation,  use or  disposal of  hazardous  or toxic  materials  other than
vehicle fuel and lubricants used in the ordinary course of the operation of such
person's business, all of which are stored,  applied,  disposed of and otherwise
handled in accordance with applicable laws, rules and regulations.

               2.19.  ERISA.  Obligors have no pension,  profit-sharing or other
benefit plan subject to the Employee  Retirement Income Security Act of 1974, as
amended  ("ERISA") or the Obligors have  furnished to the Bank true and complete
copies of the latest annual report  required to be filed pursuant to Section 104
of ERISA,  with respect to each employee  benefit plan or other plan  maintained
for  employees of the Obligors and covered by Title IV of ERISA (a "PLAN"),  and
no  Termination  Event (as  hereinafter  defined)  with  respect to any Plan has
occurred and is continuing.  For the purposes of this Agreement,  a "TERMINATION
EVENT" shall mean a  "reportable  event" as defined in Section  4043(b) of ERISA
("REPORTABLE  EVENT"),  or the filing of a notice of intent to  terminate  under
Section 4041 of ERISA.  Obligors have no unfunded  liability with respect to any
such plan.

     2.20. GUARANTORS.  Each of the Guarantors will derive substantial financial
benefit  from the making of the Loan to Borrower by reason of the  interrelation
of businesses of the Obligors.

        3.     THE LOAN

               3.1.  LOAN. On  satisfaction  of the terms and conditions of this
Agreement,  the Bank shall lend to the Borrower the principal amount of the Loan
for the purpose of  refinancing  the  purchase  price for the  capital  stock of
Georgia Electric Company. The Term Note shall evidence the outstanding principal
balance of the Loan.

               3.2.   INTEREST  RATE. The outstanding principal   balance of the
Loan outstanding from time to time shall accrue interest at the Prime Rate.

               3.3.  NET  PAYMENTS.  All  payments  by the  Borrower  under this
Agreement and the Note shall be made without setoff or counterclaim  and in such
amounts as may be  necessary  in order that all  payments,  after  deduction  or
withholding for or on account of any present or future taxes,  levies,  imposts,
duties or other charges of whatsoever  nature  imposed by any  government or any

<PAGE>

political  subdivision or taxing authority  thereof  (collectively the "Taxes"),
shall not be less than the  amounts  otherwise  specified  to be paid under this
Agreement and the Note.  Notwithstanding  anything to the contrary  contained in
this Section,  the Borrower shall not be liable for the payment of any tax on or
measured by net income or portion thereof of the Bank pursuant to the income tax
laws of the United States,  the State of Florida or the  jurisdiction  where the
office making or carrying the Loan is located.  The Borrower shall pay all Taxes
when due (and  indemnify  the Bank  against any  liability  therefor)  and shall
promptly  (and in any event not later  than 30 days  thereafter)  furnish to the
Bank any  certificates,  receipts and other  documents which may be required (in
the  judgment  of the Bank) to  establish  any tax  credit to which  Bank may be
entitled.  The  obligations of the Borrower under this Section shall survive the
termination  of  this  Agreement  and  the  repayment  of  the  Loan,  but  such
obligations  shall terminate as to any claim or liability for which the Borrower
is responsible  pursuant to this Section on the same date that any such claim or
liability is barred by any applicable statute of limitations.

               3.4.  CALCULATION  OF INTEREST.  All  interest  under the Note or
hereunder  shall be  calculated  on the basis of a 360-day  year for the  actual
number of days elapsed in an interest  period  (actual/360  method),  unless the
Bank shall otherwise elect.

               3.5.  SPECIAL LOAN  ACCOUNT.  Upon the  occurrence of an Event of
Default and demand by Bank, the Borrower  shall  establish and maintain with the
Bank,  during the term of the Loan, a demand deposit  account (the "Special Loan
Account").  From and after occurrence of an Event of Default, the Borrower shall
deposit in the Special Loan Account, as received,  all proceeds from the sale of
Inventory and collection of Accounts and other Collateral in the form of checks,
drafts,  cash or the like,  and all such proceeds shall  constitute  Collateral.
Upon  receipt of written  instructions  from the Bank after an Event of Default,
the Borrower shall direct (by instruction on invoices and otherwise) all Account
Debtors to make  payments to a  designated  post office box under the control of
the Bank,  which  payments  shall be  deposited  directly  into the Special Loan
Account.  The  Borrower  shall pay the  Bank's  reasonable  fees and  charges in
connection with such lock-box arrangement.

               3.6.  PREPAYMENT.  Borrower  shall  have the right to prepay  the
Loan, in whole or in part, at any time and from time to time. Within thirty (30)
days after the  delivery  of fiscal  year end  financial  statements  of Georgia
Electric Company during the term of the Loan, Borrower shall prepay that portion
of the  principal  balance  of the Loan  equal to the  Excess  Cash Flow for the
fiscal year of Georgia  Electric  Company most recently ended. In no event shall
the required  prepayment by reason of the Excess Cash Flow in any fiscal year of
Georgia  Electric  Company exceed One Million Nine Hundred  Thirty  Thousand and
no/100s  Dollars  (1,930,000.00).  Each notice of  prepayment  shall specify the
prepayment  date and the principal  amount to be prepaid.  All  prepayments of a
Loan shall include accrued  interest upon the principal  amount being prepaid to
the date of the payment.

               3.7.   OVERDUE  AMOUNTS.  Any  payments  not made as and when due
shall  bear interest from the date due until paid at the Default Rate.
<PAGE>

               3.8. SALES TAX. The Borrower shall notify the Bank if any Account
includes any sales or other similar tax and the Bank may at Bank's option either
disburse  amounts to Borrower  from the Special Loan Accounts for payment to the
taxing authority if the Special Loan Account contains  sufficient amounts to pay
or remit any such taxes  directly to the taxing  authority  and make Advances or
charge the Special Loan Account  therefor.  In no event shall the Bank be liable
for any such taxes.

               3.9.    CROSS    COLLATERALIZATION.    Obligors    agree    that,
notwithstanding  the  provisions  of any  of  the  Loan  Documents  and  further
notwithstanding the existence of separate notes or any other separate expression
of or security for the  Indebtedness,  all of the  Collateral  is  encumbered as
security  for  all of the  Indebtedness  by  this  Agreement  or by  other  Loan
Documents.  It is the intention of Obligors and Bank that the liens and security
interests created by the Loan Documents encumber all of the Collateral to secure
all of the Indebtedness. Bank shall have the right to proceed against any of the
Collateral to collect any or all of the Indebtedness in such order as Bank shall
deem proper.  Bank shall not be  obligated to proceed  against or to release any
particular  portion of the Collateral because the Collateral is described in one
of the Loan Documents creating a lien or security interest but not in others.

        4.     CONDITIONS  PRECEDENT TO BORROWING.  Prior to any  disbursement 
of the proceeds of the Loan, the following  conditions  shall have been 
satisfied,  in the sole opinion of the Bank and its counsel:

               (a) LOAN DOCUMENTS. The Borrower and each other party to any Loan
Documents, as applicable,  shall have executed and delivered this Agreement, the
Note,  and other Loan  Documents  required  by Bank,  all in form and  substance
reasonably satisfactory to the Bank.

               (b)    SUPPORTING  DOCUMENTS.  The Borrower  shall cause to be
delivered to the Bank the following documents:

                      (i)    A copy of the governing instruments of the Borrower
                             and each Guarantor and a good standing  certificate
                             of the Borrower and each Guarantor certified by the
                             appropriate  official  of the  State in  which  the
                             Obligor is incorporated; and

                      (ii)   Incumbency  certificates and certified  resolutions
                             of the boards of  directors  (or other  appropriate
                             Persons)  of the  Borrower  and each  other  Person
                             executing  any  Loan  Documents   authorizing   the
                             execution,  delivery  and  performance  of the Loan
                             Documents.

               (c) UCC SEARCHES. UCC-11 searches and other Lien searches showing
no existing  security  interests in or Liens on the Collateral which is personal
property other than the security interests of the Bank.
<PAGE>

               (d)    OPINION OF OBLIGORS'  COUNSEL:  Obligors shall cause to be
addressed and delivered  to Bank an  opinion  of  counsel  for  Obligors,  in 
form  and  content  reasonably satisfactory to Bank.

               (e)  INSURANCE.  The  Borrower  shall have  delivered to the Bank
satisfactory  evidence  of  insurance  meeting the  requirements  of Section 5.3
("INSURANCE").

               (f) PERFECTION OF LIENS.  The UCC-1 financing  statements and, if
applicable,  certificates  of title  covering  the  Collateral  executed  by the
Obligors  shall  duly have  been  recorded  or filed in the  manner  and  places
required by law to  establish,  preserve,  protect and perfect the interests and
rights  created or intended to be created by this  Agreement  and any other Loan
Document;  and all  taxes,  fees  and  other  charges  in  connection  with  the
execution,  delivery and filing of this  Agreement,  the Note and the other Loan
Documents shall have been paid.

               (g)    ADDITIONAL  DOCUMENTS.  The  Obligors  shall have  
delivered to the Bank all additional  opinions,  documents,  certificates  and
other assurances that the Bank or its counsel may reasonably require.

               (h)    FURTHER  ASSURANCES.  The  Obligors  shall have  delivered
such further documentation or assurances as the Bank may reasonably require.

        5. COVENANTS OF THE BORROWER.  Obligors covenant and agree that from the
date  hereof  and  until  payment  in full of the  Indebtedness  and the  formal
termination  of this  Agreement,  unless  the Bank  shall  otherwise  consent in
writing, the Obligors:

               5.1.   USE OF LOAN  PROCEEDS.  Shall use the  proceeds of the 
Loan only for the commercial  purposes permitted herein or otherwise  permitted
by the Bank and furnish the Bank all evidence that it may reasonably require 
with respect to such use.

               5.2.  MAINTENANCE OF BUSINESS AND PROPERTIES.  Shall at all times
maintain, preserve and protect all of its property used or useful in the conduct
of its business,  including,  without limitation,  the Collateral,  and keep the
same in good repair, working order and condition, and from time to time make, or
cause  to  be  made,  all  material,   needful  and  proper  repairs,  renewals,
replacements,  betterments and improvements thereto so that the business carried
on in  connection  therewith may be conducted  properly and in  accordance  with
standards  generally  accepted in  businesses  of a similar type and size at all
times,  and  maintain and keep in full force and effect all licenses and permits
necessary to the proper conduct of its business.

               5.3. INSURANCE. Shall maintain such liability insurance, workers'
compensation  insurance,  business interruption insurance and casualty insurance
as may be required by law or customary  and usual for prudent  businesses in its
industry or as may be reasonably  required by the Bank and shall insure and keep
insured all Collateral and other  properties in good and  responsible  insurance
companies satisfactory to the Bank. All liability policies shall name Bank as an
additional  named  insured,  as its interests may appear.  The hazard  insurance
covering  Collateral  shall be in amounts  and shall  contain  co-insurance  and

<PAGE>

deductible  provisions  approved by the Bank; and shall name and directly insure
the Bank its  successors  and  assigns as secured  party and loss payee under an
endorsement  acceptable to Bank.  Each policy must contain a provision that Bank
will  receive  30  days'  prior  written  notice  of  expiration,  cancellation,
termination or modification of such policy.

               5.4.  NOTICE OF  DEFAULT.  Shall  provide  to the Bank  immediate
notice of (a) the  occurrence  of a  Default,  (b) any  material  litigation  or
material  changes  in  existing  litigation  or any  judgment  against it or its
assets, (c) any material damage or loss to property,  (d) any notice from taxing
authorities as to claimed deficiencies or any tax lien or any notice relating to
alleged ERISA violations, (e) any Reportable Event, as defined in ERISA, (f) any
rejection, return, offset, dispute, loss or other circumstance having a material
adverse  effect  on any  Collateral,  and (g) any  loss  or  threatened  loss of
material licenses or permits.

               5.5. INSPECTIONS.  Shall permit inspections of the Collateral and
the records of such Person pertaining  thereto, at such times and in such manner
as may be  reasonably  required  by the  Bank  and  shall  further  permit  such
inspection, review and audits of its other records and its properties (with such
reasonable frequency and at such reasonable times as the Bank may desire) by the
Bank as the Bank may deem  necessary or desirable from time to time. The cost of
such audits, reviews and inspections shall be borne by the Bank.

               5.6.   FINANCIAL  INFORMATION.  Shall  maintain books and records
in accordance with  generally  accepted  accounting  principles  and shall 
furnish to the Bank the following periodic financial information:
               (a) MONTHLY  REPORTS.  Within 20 days after the end of each month
reports of the  results of  Borrower's  domestic  operations  for such month and
within 30 days after the end of each month a consolidated income statement and a
consolidated  balance sheet for the  operation of Borrower and the  Subsidiaries
prepared in accordance with generally accepted accounting principles,  as at the
end of such  month  and year to date,  each  certified  by the  Chief  Executive
Officer  or the Chief  Financial  Officer  of  Borrower  as being  accurate  and
complete.

               (b)  QUARTERLY  REPORTS.  Within  60 days  after  the end of each
calendar  quarter,  a consolidated  income statement and a balance sheet for the
operation of Borrower and the Subsidiaries prepared in accordance with generally
accepted accounting principles,  as at the end of such quarter and year-to-date,
each certified by the Chief Executive  Officer or the Chief Financial Officer of
the Borrower as being accurate and complete;

               (c) ANNUAL REPORTS.  Within 120 days after the end of each fiscal
year, a consolidated  income statement and a reconciliation  of capital accounts
of the Borrower and its  Subsidiaries  for such year, a statement of sources and
application of funds of Borrower for such year and a consolidated  balance sheet
of  Borrower  and  its  Subsidiaries  as of the end of such  year,  prepared  in
accordance  with  generally  accepted  accounting   principles  and  audited  by
independent  certified public accountants of recognized standing selected by the
Borrower and reasonably satisfactory to the Bank; and
<PAGE>

               (d)  INCOME  STATEMENTS.  Within  120 days  after the end of each
fiscal  year of  Georgia  Electric  Company,  an income  statement  for  Georgia
Electric  Company for such fiscal year prepared by Borrower in  accordance  with
generally  accepted  principles and certified by the Chief Executive  Officer or
the Chief Financial Officer of Borrower as being accurate and complete.

               (e) NO DEFAULT  CERTIFICATES.  Together with each report required
by Subsection  (b) and (c),  shall submit a certificate  of its Chief  Executive
Officer or Chief  Financial  Officer  that no  Default or Event of Default  then
exists or if a Default or Event of  Default  exists,  the  nature  and  duration
thereof and the  Borrower's  intention  with respect  thereto,  and in addition,
shall cause the Borrower's  independent auditors to submit to the Bank, together
with its audit  report,  a  statement  that,  in the  course of such  audit,  it
discovered no circumstances which it believes would result in a Default or Event
of Default or if it discovered any such  circumstances,  the nature and duration
thereof; and shall also cause each Guarantor to submit a financial statement not
less frequently than annually, in a form reasonably satisfactory to the Bank. In
addition to the  financial  statements  required  herein,  the Bank reserves the
right to require other or additional  financial or other information  concerning
the  Borrower,  the  Guarantors  and/or the  Collateral  as Bank may  reasonably
require.

               (f)  SECURITIES  FILINGS.  Shall  provide Bank with copies of all
form  10-K,  10-Q or other  filings  or  information  relating  to the  Obligors
immediately after filing with the SEC or any state securities regulator.

               5.7.   DEBT.  Shall not  create  or  permit  to exist any Debt of
any  Obligor, including any guaranties or other contingent obligations, except 
Permitted Debt.

               5.8.   LIENS.  Shall  not  create  or  permit  to exist any Liens
on any of its property except Permitted Liens.

               5.9.    MERGER,  SALE,  ETC.   Shall   maintain   its   corporate
existence, good standing and necessary qualifications to do business and, except
as provided in Section 5.20,  shall not merge or consolidate  with any Person or
acquire all or  substantially  all of the assets of, or 50% or more of any class
of equity interest of, any Person or sell, lease, assign or otherwise dispose of
any Collateral or  substantial  portion of its other assets (other than sales of
obsolete or worn-out  equipment and sales of Inventory in the ordinary course of
business).

               5.10.  LOANS AND OTHER  INVESTMENTS.  Shall not make or permit to
exist any  advances or loans to, or  guarantee  or become  contingently  liable,
directly or indirectly,  in connection with the  obligations,  leases,  stock or
dividends  of, or own,  purchase or make any  commitment  to purchase any stock,
bonds, notes, debentures or other securities of, or any interest in, or make any
capital  contributions to (all of which are sometimes  collectively  referred to
herein  as  "Investments")  any  Person  except  for  (a)  purchases  of  direct
obligations of the federal  government,  (b) deposits in commercial  banks,  (c)
commercial paper of any U.S.  corporation  having the highest ratings then given
by  Moody's  Investors  Service,  Inc.  or  Standard & Poor's  Corporation,  (d)
investments in Subsidiaries  existing on the date hereof, and (e) endorsement of
negotiable instruments for collection in the ordinary course of business.
<PAGE>

               5.11.  CHANGE  IN  BUSINESS.  Shall  not  enter  into  any  
business  which  is substantially different from the business or businesses in
which it is presently engaged.

               5.12. ACCOUNTS. (a) shall not sell, assign or discount any of its
Accounts,  Chattel  Paper or any  promissory  notes  held by it  other  than the
discount of such notes in the ordinary  course of business for  collection;  and
(b) shall notify the Bank promptly in writing with any discount, offset or other
deductions  not shown on the face of an Account  invoice and any dispute over an
Account,  and any  information  relating  to an  adverse  change in any  Account
Debtor's financial condition or ability to pay its obligations.

               5.13.  TRANSACTIONS   WITH   AFFILIATES.   Shall  not  directly
or  indirectly purchase,  acquire or lease any property from, or sell,  transfer
or lease any property to, or otherwise deal with, except in the ordinary course
of business, any Affiliate.

              5.14. NO CHANGE IN NAME, OFFICES; REMOVAL OF COLLATERAL.Shall not,
unless it shall have given 60 days' advance  written  notice  thereof to the 
Bank,  (a) change its name or the  location of its chief  executive  office or 
other office where books or records are kept or (b) permit any  Inventory  or 
other  tangible Collateral to be located at any location other than as specified
in Section 2.9. ("LOCATION").

               5.15.  NO SALE,  LEASEBACK.  Shall not  enter  into any  sale-
and-leaseback  or similar transaction.

               5.16.  MARGIN  STOCK.  Shall not use any  proceeds  of the Loan 
to  purchase or carry any margin  stock  (within  the meaning of  Regulation  U
of the Board of  Governors  of Federal  Reserve  System) or extend credit to 
others for the purpose of purchasing or carrying any margin stock.

               5.17.  PAYMENT OF TAXES,  ETC. Shall pay before delinquent all of
its debts and taxes  except that the Bank shall not  unreasonably  withhold  its
consent to nonpayment of taxes being actively  contested in accordance  with law
(provided that the Bank may require bonding or other assurances).

               5.18.  SUBORDINATION.  Shall  cause  all  debt  and  other  
obligations  now or hereafter  owed to any  Guarantor  or  Affiliate  to be 
subordinated  in right of payment and security to the Indebtedness in accordance
with subordination  agreements  satisfactory to the Bank.

               5.19. COMPLIANCE; HAZARDOUS MATERIALS. Shall strictly comply with
all laws,  regulations,  ordinances and other legal  requirements,  specifically
including, without limitation,  ERISA, all securities laws and all laws relating
to hazardous materials and the environment. Except as otherwise provided in this
Agreement,  unless approved in writing by the Bank, Obligors shall not engage in
the   storage,   manufacture,   disposition,   processing,   handling,   use  or
transportation of any hazardous or toxic materials, whether or not in compliance
with applicable laws and regulations.
<PAGE>

               5.20. SUBSIDIARIES. The Borrower and/or its Subsidiaries will not
be permitted to make acquisitions or enter into joint venture agreements without
the prior written  consent of the Lender until Borrower and  Guarantors  achieve
compliance with the financial  covenant ratio(s) required to be achieved by July
31, 1997,  under  Sections 6.21,  6.22 and 6.23 of the Existing Loan  Agreement.
Thereafter new Subsidiaries may be acquired without the prior written consent of
the Bank provided  Borrower provides prior written notice to the Bank containing
a  certification  that the terms of the Loan  Documents  and the  special  terms
outlined below will be complied with after said  acquisition.  The special terms
are:

               (a).   The  Subsidiary  to be acquired  is engaged in one of the
three  primary lines  of  business  for the  Borrower  --  highway  signage,  
telecommunications  or  utility installation;

               (b) The  ratio  of the  combined  earnings  before  deduction  of
interest, taxes,  depreciation,  amortization and lease payments of Borrower and
the  Subsidiary to be acquired  calculated on a trailing four quarters basis for
both the Borrower  and the  Subsidiary  to be acquired,  divided by the combined
projected interest,  principal and lease payments of Borrower and the Subsidiary
to be acquired,  calculated  for the four quarters  after  acquisition  shall be
greater than 1.75X; and

               (c) The total value of the  consideration to be given, debt to be
assumed  and  expenses  to be  incurred  by  Borrower  and the  Subsidiaries  in
connection with such acquisition shall not exceed $1,000,000.00.

               (d) In no event shall Borrower or any Guarantor advance any funds
to any New  Subsidiary,  as defined in the Existing Loan  Agreement,  including,
without limitation,  funding the operations of any New Subsidiary or directly or
indirectly  guarantee any  indebtedness of any New Subsidiary  without the prior
written consent of Lender.

               5.21.  NET  WORTH.  Shall  maintain  Tangible  Net  Worth  at the
end of  each quarter  beginning  with the quarter ending October 31, 1996, at 
not less than Two Million and no/100 Dollars ($2,000,000.00).

               5.22. WORKING CAPITAL.  Shall assure that the current assets less
the current  liabilities of Georgia  Electric  Company  determined in accordance
with generally accepted accounting  principles  consistently applied is not less
than Seven Hundred Thousand and no/100s Dollars ($700,000.00).  Compliance shall
be tested on a quarterly basis beginning October 31, 1996.

               5.23. DEBT SERVICE.  Shall assure that Georgia Electric Company's
earnings  before  deduction  of  interest  payments,   taxes,  depreciation  and
amortization  shall be  greater  than  1.20 x Debt  Service  measured  quarterly
beginning October 31, 1996 for the trailing four quarters.

               5.24.  FURTHER  ASSURANCES.  Shall take such further  action and
provide to the Bank such further  assurances as may be  reasonably  requested to
ensure  compliance  with the intent of this Agreement and the other Loan 
Documents.
<PAGE>


     5.25.   WITHHOLDING   TAXES.  Shall  pay  as  and  when  due  all  employee
withholding,  FICA and  other  payments  required  by  federal,  state and local
governments with respect to wages paid to employees.

     5.26.  DEPOSITORY  ACCOUNTS.  Shall at all times when any  Indebtedness  is
outstanding   cause  the  primary   operating   accounts  of  Borrower  and  the
Subsidiaries to be established and maintained at the Bank.

     5.27. CONFIRMATION OF COLLATERAL.  At any time during the term hereof, Bank
may require an audit of the  Accounts  and an  appraisal  of the  Equipment  and
Inventory of Georgia Electric Company by independent third parties acceptable to
Bank and at Borrower's  expense which must disclose that the value and condition
of such Accounts, Equipment and Inventory are acceptable to Bank.

   6. DEFAULT.

     6.1 EVENTS OF DEFAULT.  Each of the following shall  constitute an Event of
Default:

               (a) Any material  representation or warranty made by the Borrower
or any other party to any Loan Document  (other than the Bank) herein or therein
or in any  certificate or report  furnished in connection  herewith or therewith
shall prove to have been untrue or incorrect in any material and adverse respect
when made; or

               (b) There shall occur any default by the Borrower in the payment,
when due, of any principal of or interest on the Note, any amounts due hereunder
or any other Loan Document or any other Indebtedness (not cured within any grace
period  provided in such Note or in the document or instrument  evidencing  such
Indebtedness); or

               (c) There shall  occur any  default by the  Borrower or any other
party to any Loan  Document  (other  than the  Bank) in the  performance  of any
agreement,  covenant or  obligation  contained  in this  Agreement  or such Loan
Document not  provided  for  elsewhere in this Section 7 and such default is not
cured within fifteen (15) days after Bank gives Borrower  written notice of such
default unless a different grace period is provided in this Agreement or another
Loan Document; or

               (d) Any other obligation now or hereafter owed by the Borrower or
any Guarantor to the Bank shall be in default and not cured within any period of
grace  provided  therein  or any such  Person  shall  be in  default  under  any
obligation  in  excess  of  $50,000  owed to any other  obligee,  which  default
entitles  the obligee to  accelerate  any such  obligations  or  exercise  other
remedies with respect thereto; or
               (e) The Borrower or any Guarantor shall (i) voluntarily liquidate
or terminate  operations or apply for or consent to the  appointment  of, or the
taking of possession  by, a receiver,  custodian,  trustee or liquidator of such
Person or of all or of a substantial  part of its assets,  (ii) admit in writing
its inability, or be generally unable, to pay its debts as the debts become due,
(iii) make a general assignment for the benefit of its creditors,  (iv) commence


<PAGE>

a  voluntary  case under the federal  Bankruptcy  Code (as now or  hereafter  in
effect), (v) file a petition seeking to take advantage of any other law relating
to  bankruptcy,  insolvency,  reorganization,   winding-up,  or  composition  or
adjustment of debts, (vi) fail to controvert in a timely and appropriate manner,
or acquiesce in writing to, any petition filed against it in an involuntary case
under the Bankruptcy Code, or (vii) take any corporate action for the purpose of
effecting any of the foregoing; or

               (f) without its  application,  approval or consent,  a proceeding
shall be commenced, in any court of competent  jurisdiction,  seeking in respect
of Borrower or any Guarantor any remedy under the federal  Bankruptcy  Code, the
liquidation,   reorganization,   dissolution,   winding-up,  or  composition  or
readjustment of debt, the appointment of a trustee, receiver,  liquidator or the
like of  Borrower or any  Guarantor,  or of all or any  substantial  part of the
assets of Borrower or any Guarantor, or other like relief under any law relating
to  bankruptcy,  insolvency,  reorganization,   winding-up,  or  composition  or
adjustment  of debts and such action  shall not be  dismissed  within sixty (60)
days after filing; or

               (g) Any security  interest or Lien of the Bank hereunder or under
any other Loan Document  shall not constitute a perfected  security  interest of
first priority in the Collateral thereby  encumbered,  subject only to Permitted
Liens; or

               (h)  There  shall  occur  any  material  loss,  theft,  damage or
destruction  of any of the  Collateral in excess of $100,000,  which loss is not
fully insured; or

               (i) A judgment in excess of $50,000 shall be rendered against the
Borrower  or any  Guarantor  and  shall  remain  undischarged,  undismissed  and
unstayed for more than ten days (except  judgments  validly covered by insurance
with a deductible  of not more than $50,000) or there shall occur any levy upon,
or  attachment,  garnishment  or other  seizure of, any material  portion of the
Collateral  or other assets of the  Borrower,  or any Guarantor by reason of the
issuance  of any  tax  levy,  judicial  attachment  or  garnishment  or  levy of
execution; or

               (j)    Any Guarantor shall repudiate or revoke any Guaranty 
Agreement.

               6.2. REMEDIES. If any Event of Default shall occur, the Bank may,
without notice to the Borrower,  at its option,  declare any or all Indebtedness
to be immediately due and payable (if not earlier demanded),  bring suit against
the  Borrower  and/or any  Guarantor to collect the  Indebtedness,  exercise any
remedy  available  to the Bank  hereunder  and take any action or  exercise  any
remedy provided herein or in any other Loan Document or under applicable law. No
remedy shall be  exclusive of other  remedies or impair the right of the Bank to
exercise any other remedies.

               6.3.  RECEIVER.  In addition to any other remedy available to it,
the Bank shall  have the  absolute  right,  upon the  occurrence  of an Event of
Default,  to seek and obtain the appointment of a receiver to take possession of
and operate  and/or  dispose of the  business and assets of the Obligors and any
costs and expenses  incurred by the Bank in  connection  with such  receivership
shall bear interest at the Default Rate and shall be secured by all Collateral.
<PAGE>

        7.     SECURITY AGREEMENT.

               7.1.   SECURITY INTEREST.

               (a) As security for the payment and performance of any and all of
the Indebtedness  and the performance of all other  obligations and covenants of
the  Obligors  hereunder  and  under  the  other  Loan  Documents,   certain  or
contingent, now existing or hereafter arising, which are now, or may at any time
or times  hereafter  be owing by the Obligors to the Bank,  the Obligors  hereby
pledge  to the Bank and give the  Bank a  continuing  security  interest  in and
general Lien upon and right of set-off against, all right, title and interest of
the Obligors in and to the Collateral,  whether now owned or hereafter  acquired
by the Obligors.  Obligors and Bank acknowledge  that the security  interest and
Lien created in the  Collateral by this  Agreement is of equal priority with and
shall not  supersede or affect the security  interests  and Liens created by the
Existing Loan Documents.

               (b) Except as herein or by  applicable  law  otherwise  expressly
provided,  the Bank shall not be  obligated  to  exercise  any degree of care in
connection with any Collateral in its possession, to take any steps necessary to
preserve any rights in any of the  Collateral or to preserve any rights  therein
against prior parties,  and the Obligors  agree to take such steps.  In any case
the Bank  shall be deemed to have  exercised  reasonable  care if it shall  have
taken  such  steps for the care and  preservation  of the  Collateral  or rights
therein as the Borrower may have  reasonably  requested the Bank to take and the
Bank's  omission to take any action not  requested by the Borrower  shall not be
deemed a failure  to  exercise  reasonable  care.  No  segregation  or  specific
allocation by the Bank of specified items of Collateral against any liability of
the  Obligors  shall waive or affect any  security  interest in or Lien  against
other items of Collateral or any of the Bank's  options,  powers or rights under
this Agreement or otherwise arising.

               (c) At any time and from time to time after an Event of  Default,
Bank may, with or without notice to the Obligors,  (i) transfer into the name of
the Bank or the name of the Bank's  nominee any of the  Collateral,  (ii) notify
any Account  Debtor or other obligor of any  Collateral to make payment  thereon
direct to the Bank of any amounts due or to become due thereon and (iii) receive
and after an Event of Default  direct the  disposition  of any  proceeds  of any
Collateral.

               7.2.   REMEDIES.

               (a) If an Event of Default shall have occurred and be continuing,
without  waiving  any of its other  rights  hereunder  or under  any other  Loan
Documents,  the Bank shall have all rights and remedies of a secured party under
the Code (and the Uniform Commercial Code of any other applicable  jurisdiction)
and such other rights and remedies as may be  available  hereunder,  under other
applicable  law or pursuant to contract.  If requested by the Bank, the Obligors
will  promptly  assemble the  Collateral  and make it available to the Bank at a
place to be  designated by the Bank.  The Obligors  agree that any notice by the
Bank of the sale or disposition  of the Collateral or any other intended  action
hereunder,   whether  required  by  the  Code  or  otherwise,  shall  constitute
reasonable  notice to the  Obligors  if the notice is mailed to the  Borrower by
regular or certified mail, postage prepaid,  at least ten days before the action
to be taken.  The Obligors shall be liable for any deficiencies in the event the
proceeds of the disposition of the Collateral do not satisfy the Indebtedness in
full.
<PAGE>

               (b) If an Event of Default shall have occurred and be continuing,
the Bank may demand,  collect and sue for all amounts owed pursuant to Accounts,
General Intangibles,  Chattel Paper or for proceeds of any Collateral (either in
an Obligors' name or the Bank's name at the latter's option),  with the right to
enforce, compromise,  settle or discharge any such amounts. The Obligors appoint
the Bank as the Obligors'  attorney-in-fact to endorse any Obligors' name on all
checks,  commercial  paper and other  instruments  pertaining  to  Collateral or
proceeds after an Event of Default.

               7.3. ENTRY. Obligors hereby irrevocably consent to any act by the
Bank or its agents in entering  upon any premises for the purposes of either (i)
inspecting the Collateral or (ii) taking  possession of the Collateral  after an
Event of Default and each Obligor  hereby waives its right to assert against the
Bank or its agents any claim based upon  trespass or any similar cause of action
for entering upon any premises where the Collateral may be located.

               7.4. DEPOSITS;  INSURANCE. Upon the occurrence and continuance of
an Event of Default,  Obligors  authorize  the Bank to collect and apply against
the Indebtedness  when due any cash or deposit  accounts in its possession,  and
any refund of insurance premiums or any insurance proceeds payable on account of
the loss or damage to any of the Collateral and irrevocably appoints the Bank as
its  attorney-in-fact  to  endorse  any  check  or draft  or take  other  action
necessary to obtain such funds after an Event of Default.

               7.5. OTHER RIGHTS.  Obligors authorize the Bank without affecting
the Obligors'  obligations  hereunder or under any other Loan Document from time
to time (i) to take from any party and hold additional  Collateral or guaranties
for the  payment  of the  Indebtedness  or any part  thereof,  and to  exchange,
enforce or release such collateral or guaranty of payment of the Indebtedness or
any part thereof and to release or  substitute  any endorser or guarantor or any
party who has given any security  interest in any collateral as security for the
payment  of the  Indebtedness  or any  part  thereof  or any  party  in any  way
obligated  to pay the  Indebtedness  or any  part  thereof;  and  (ii)  upon the
occurrence  of any Event of Default to direct the manner of the  disposition  of
the Collateral and the enforcement of any endorsements,  guaranties,  letters of
credit or other security relating to the Indebtedness or any part thereof as the
Bank in its sole discretion may determine.

               7.6. ACCOUNTS. After an Event of Default, the Bank may notify any
Account  Debtor of the Bank's  security  interest  and may direct  such  Account
Debtor  to make  payment  directly  to the  Bank  for  application  against  the
Indebtedness.  Any such  payments  received by or on behalf of an Obligor at any
time,  after an Event of Default,  shall be the  property of the Bank,  shall be
held in trust  for the Bank and not  commingled  with any  other  assets  of any
Person  (except to the extent  they may be  commingled  with other  assets of an
Obligor in an account with the Bank) and shall be  immediately  delivered to the
Bank in the form  received.  The Bank shall have the right to apply any proceeds
of Collateral to such of the Indebtedness as it may determine.

               7.7. TANGIBLE COLLATERAL.  Except as otherwise provided herein or
agreed to in writing by the Bank,  no  Inventory  or other  tangible  collateral
shall be commingled  with, or become an accession to or part of, any property of

<PAGE>

any other Person so long as such property is Collateral.  Upon the occurrence of
any Event of Default, the Borrower shall, upon the request of the Bank, promptly
assemble all  tangible  Collateral  for  delivery to the Bank or its agents.  No
tangible  Collateral  shall be allowed to become a fixture unless the Bank shall
have given its prior written authorization.

               7.8.   WAIVER OF  MARSHALLING.  Each  Obligor  hereby  waives any
right it may have to require marshalling of its assets.

        8.     MISCELLANEOUS.

               8.1. NO WAIVER,  REMEDIES  CUMULATIVE.  No failure on the part of
the Bank to exercise,  and no delay in exercising,  any right hereunder or under
any other Loan Document shall operate as a waiver thereof,  nor shall any single
or  partial  exercise  of any right  hereunder  preclude  any  other or  further
exercise  thereof  or the  exercise  of any other  right.  The  remedies  herein
provided are cumulative  and are in addition to any other  remedies  provided by
law, any Loan Document or otherwise.

               8.2.  SURVIVAL  OF   REPRESENTATIONS.   All  representations  and
warranties  made herein shall survive the making of the Loan and the delivery of
the  Note,  and  shall  continue  in  full  force  and  effect  so  long  as any
Indebtedness  is  outstanding,  there  exists any  commitment  by the Bank to an
Obligor, and until this Agreement is formally terminated in writing.

               8.3. EXPENSES.  Whether or not the Loan herein provided for shall
be made, the Borrower shall pay all reasonable  costs and expenses in connection
with the  preparation,  execution,  delivery,  amendment and enforcement of this
Agreement and any Loan Document, including the reasonable fees and disbursements
of counsel for the Bank in connection therewith,  whether suit be brought or not
and  whether  incurred  at trial or on  appeal,  and all costs of  repossession,
storage,  disposition,  protection and collection of Collateral. If the Borrower
should fail to pay any tax or other amount required by this Agreement to be paid
or which may be reasonably necessary to protect or preserve any Collateral or an
Obligors' or Bank's  interests  therein,  the Bank may make such payment and the
amount  thereof  shall be payable on demand,  shall bear interest at the Default
Rate from the date of demand  until paid and shall be deemed to be  Indebtedness
entitled  to the  benefit  and  security  of the Loan  Documents.  In  addition,
Obligors  agree to pay and save the Bank  harmless  against  any  liability  for
payment of any state documentary stamp taxes,  intangible taxes or similar taxes
(including  interest  or  penalties,  if  any)  which  may now or  hereafter  be
determined to be payable in respect to the  execution,  delivery or recording of
any Loan Document or the making of any Advance, whether originally thought to be
due or not, and regardless of any mistake of fact or law on the part of the Bank
or the Borrower with respect to the applicability of such tax. The provisions of
this section shall survive  payment in full of the Loan and  termination of this
Agreement.

               8.4. NOTICES. Any notice or other communication  hereunder to any
party hereto shall be by hand delivery, overnight delivery, facsimile, telegram,
telex or registered  or certified  mail provided such delivery is evidenced by a
receipt or other  written  proof of delivery or refusal of delivery or inability
to deliver and unless  otherwise  provided  herein  shall be deemed to have been

<PAGE>

given or made when delivered,  telegraphed,  telexed,  faxed or deposited in the
mails,  postage prepaid,  addressed to the party at its address  specified below
(or at any  other  address  that the party may  hereafter  specify  to the other
parties in writing):

The Bank:                    SUNTRUST BANK, SOUTH FLORIDA, NATIONAL ASSOCIATION
                             501 EAST LAS OLAS BOULEVARD
                             FT. LAUDERDALE, FLORIDA  33301

                             ATTN:  CORPORATE BANKING DEPARTMENT 7TH FLOOR
The Obligors:                ABLE TELCOM HOLDING CORPORATION
                             1601 FORUM PLACE, SUITE 1110
                             WEST PALM BEACH, FLORIDA 33401
                             ATTN:  MR. WILLIAM J. MERCURIO

Copy to:                     DONN A. BELOFF, ESQ.
                             HOLLAND & KNIGHT
                             P.O. BOX 14070
                             FT. LAUDERDALE, FL  33302-4070
                             --------------------------------------

Delivery  of notice to  Borrower's  counsel  shall be a  courtesy  copy only and
failure to deliver to Borrower's  counsel shall not affect the  effectiveness of
delivery to Borrower.

               8.5.  GOVERNING LAW. This Agreement and the Loan Documents  shall
be deemed  contracts  made under the laws of the State of  Florida  and shall be
governed  by and  construed  in  accordance  with the laws of said state  except
insofar as the laws of another jurisdiction may govern the perfection,  priority
and  enforcement  of  security   interests  in  Collateral  located  in  another
jurisdiction.

               8.6. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
and  shall  inure  to the  benefit  of the  Obligors  and the  Bank,  and  their
respective  successors and assigns;  provided,  that the Obligors may not assign
any of their rights hereunder without the prior written consent of the Bank, and
any such assignment made without such consent will be void.

               8.7 COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by different parties hereto in separate  counterparts,  each of
which when so executed  and  delivered  shall be deemed an  original  and all of
which when taken together shall constitute but one and the same instrument.

               8.8.  NO  USURY.   Notwithstanding  anything  contained  in  this
Agreement,  the Note, or in any other Loan Document to the contrary, in no event
will interest or other charges  deemed to be interest be chargeable  against the
Obligors if such amount (combined with any other amounts considered to be in the
nature of interest)  would exceed the maximum amount  permitted by law from time

<PAGE>

to time  while  any of the  Indebtedness  is  outstanding,  and in the event any
amount in excess of the lawful  maximum is charged or  collected  by the Bank or
paid by an Obligor,  the Obligor shall be entitled to the  reimbursement of such
excess.

               8.9.   POWERS.  All powers of attorney  granted to the Bank are 
coupled with an interest and are irrevocable.

               8.10.  APPROVALS.  If this  Agreement  calls for the approval or
consent of the Bank,  such approval or consent may be given or withheld in the 
reasonable  discretion of the Bank unless otherwise specified herein.

               8.11.  JURISDICTION, SERVICE OF PROCESS.

               (a) Any suit,  action or  proceeding  against the  Borrower  with
respect to this  Agreement,  the Collateral or any Loan Document or any judgment
entered by any.  court in respect  thereof  may be brought in the courts of Palm
Beach  County,  Florida,  and  the  Borrower  hereby  accepts  the  nonexclusive
jurisdiction of those courts for the purpose of any suit,  action or proceeding.
Service of process in any such case may be had against the  Obligors by delivery
in accordance  with the notice  provisions  herein or as otherwise  permitted by
law, and the Obligors agree that such service shall be valid in all respects for
establishing personal jurisdiction over it.

               (b) In addition,  the Obligors hereby  irrevocably  waive, to the
fullest extent  permitted by law, any objection  which they may now or hereafter
have to the laying of venue of any suit, action or proceeding  arising out of or
relating to this Agreement,  the Loan Documents,  the Collateral or any judgment
entered by any court in respect thereof  brought in Palm Beach County,  Florida,
and  hereby  further  irrevocably  waives  any claim  that any  suit,  action or
proceedings brought in Palm Beach County,  Florida or in such District Court has
been brought in an inconvenient forum.

               8.12.  MULTIPLE  BORROWERS.  If more  than one  Person  is named
herein as the Borrower,  all obligations,  representations  and covenants herein
and in other Loan Documents to which the Borrower is a party shall be joint and
several.

               8.13.  WAIVER OF JURY  TRIAL.  THE  OBLIGORS  AND THE BANK HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT ANY OF THEM MAY HAVE TO
A TRIAL BY JURY IN  RESPECT  OF ANY  LITIGATION  BASED  UPON THIS  AGREEMENT  OR
ARISING OUT OF, UNDER OR IN  CONNECTION  WITH THIS  AGREEMENT AND ANY OTHER LOAN
DOCUMENT  AND ANY OTHER  AGREEMENT  CONTEMPLATED  TO BE EXECUTED IN  CONJUNCTION
HEREWITH,  OR ANY COURSE OF  CONDUCT,  COURSE OF  DEALING,  STATEMENTS  (WHETHER
VERBAL OR  WRITTEN)  OR  ACTIONS  OF ANY  PARTY.  THIS  PROVISION  IS A MATERIAL
INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT.

        IN WITNESS WHEREOF,  the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

<PAGE>

                      SUNTRUST BANK, SOUTH FLORIDA, NATIONAL ASSOCIATION

                      By: /S/JEFFREY WOLFE
                      --------------------------------------------------
                      Print Name: JEFFREY WOLFE
                      Title: VICE PRESIDENT


                      ABLE TELCOM HOLDING CORP., a
                      Florida corporation

                      By: /S/WILLIAM J. MERCURIO
                      --------------------------------------------------
                      Print Name: WILLIAM J. MERCURIO
                      Title: PRESIDENT

                      TRANSPORTATION SAFETY CONTRACTORS
                      OF VIRGINIA, INC., a Virginia corporation

                      By:/S/WILLIAM J. MERCURIO_
                      --------------------------------------------------
                      Print Name: WILLIAM J. MERCURIO
                      Title: CHAIRMAN

                      TRANSPORTATION SAFETY CONTRACTORS,
                      INC., a Florida corporation


                      By: /S/WILLIAM J. MERCURIO
                      --------------------------------------------------
                      Print Name: WILLIAM J. MERCURIO
                      Title: CHAIRMAN

                      GEORGIA ELECTRIC COMPANY, INC.,
                      a Georgia corporation


                      By:/S/WILLIAM J. MERCURIO
                      --------------------------------------------------
                      Print Name: WILLIAM J. MERCURIO
                      Title: CHAIRMAN

                      TRAFFIC MANAGEMENT GROUP, INC.,
                      a Florida corporation


                      By:/S/WILLIAM J. MERCURIO
                      --------------------------------------------------
                      Print Name: WILLIAM J. MERCURIO
                      Title: CHAIRMAN



<PAGE>



                     EXHIBIT 1.1E
                    SCHEDULE OF LIENS


SunTrust Bank, South FL, NA (ATHC)
     $2,750,000 five year note payable maturing on December 1,
     2000
     collaterized by related
     equipment

     $1,250,000 three year note payable maturing on December 1, 1998
     collaterized by related
     equipment

     $148,733 note payable maturing on October 15, 2001
     collaterized
     by related
     equipment

     $287,512 note payable maturing on October 15, 1999
     collaterized
     by related
     equipment

     $3,000,000 note payable maturing on December 2, 2001 collaterized
     by related
     equipment

Central Fidelity Bank (TSCI-Va)
     $293,500 mortgage note payable collaterized by land and
     building
     located at 925 Professional Place, Chesapeake, VA

U.S. Bancorp (TSCI)
     $48,810 note payable  maturing on March 15, 1999  collaterized  by two 1992
     John Deere model 310 backhoes

The Associates (TSCI)
     $86,637 note payable maturing on April 16, 1999 collaterized by 71 Motorola
     Maxtrac 800 radios and 5 bases

SunBank, NA (HCC)
     $195,000 note payable maturing on May 17, 1997 collaterized
     by related
     equipment

     $300,000 note payable maturing on March 16, 1997
     collaterized
     by related
     equipment

     $301,075 note payable maturing on July 31, 2000 collaterized
     by related
     equipment

Citizens National Bank of Leesburg (HCC)
     $74,762 note payable maturing on July 31, 2000 collaterized
     by related
     equipment



<PAGE>



                         EXHIBIT 2.3
SCHEDULE OF MATERIAL UNREALIZED OR ANTICIPATED LOSSES




NONE






<PAGE>



                               EXHIBIT 2.4
                         SCHEDULE OF LITIGATION




  William E. Barlow vs. Able Telcom Holding Corp., etc., et
  al.

  D & D Utilities, Inc. vs. Transportation Safety Contractors, Inc.,
  etc., et al.




<PAGE>



                                   EXHIBIT 2.9
                              SCHEDULE OF LOCATIONS



TRANSPORTATION SAFETY CONTRACTORS, INC.             H. C. CONNELL, INC

7750 Professional Place                             250 West Ponkan Road
Tampa, FL  33637                                    Apopka, FL  32712

4001 North 30th Avenue                              355 1/2 West 7th Street
Hollywood, FL  33020                                Taft, FL  32809

TRANSPORTATION SAFETY CONTRACTORS OF VIRGINIA, INC. 6450 University
                                                    Blvd.
                                                    Orlando, FL  32802
925 Professional Place
Chesapeake, VA  23320                               ABLE COMMUNICATIONS 
                                                    SERVICES, INC.
                                                    --------------------------

14475 Telegraph Road                                4524 North 56th Street
Woodbridge, VA  22192                               Tampa, FL  33610

9630 Northeast Drive                                1938 Old Norcross Road
Fredericksburg, VA  22408                           Lawrenceville, Georgia 30244

                                                    1060 Belle Avenue
TIPCO, Inc.                                         Casselberry, FL  32708
100-2 South Jackson Avenue
Jacksonville, FL  32220                             4971 Capital Circle S.E.
                                                    Tallahassee, FL  32311
GEORGIA ELECTRIC COMPANY
                                                    Able Telcom International,
                                                    Inc.
1412 West Oak Ridge Drive                           800 West Cypress Creek Road
Albany, GA  31706                                   Ft. Lauderdale, FL  33309

                                                    Able Telcom C.A./TTI C.A.
                                                    Caracas, Venezuela 1070

                                                    Seima Telecommunications,
                                                    Ltda.
                                                    Rio de Janiero,
                                                    Brazil



<PAGE>



                        EXHIBIT 2.17
                  SCHEDULE OF SUBSIDIARIES



Transportation Safety Contractors, Inc.
Transportation Safety Contractors of Virginia, Inc.
TIPCO, Inc.
Able Communications Services, Inc.
H. C. Connell, Inc.
Georgia Electric Company
Seima Telecommunications, Ltda.
Able Telcom/TTI C.A.
Able Telcom International,
Inc.