EXHIBIT 3.1.1


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

                      -----------------------------------

                      Pursuant to Section 607.0602 of the
                        Florida Business Corporation Act

                      ------------------------------------


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

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

             2. The Amendment set forth below was duly adopted on June 26, 1998
        by the Board of Directors pursuant to a consent in writing in accordance
        with Section 607.0821 of the FBCA.

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

B. SERIES B CONVERTIBLE PREFERRED STOCK

        (1) DESIGNATION AND AMOUNT. The shares of such series shall be
designated "Series B Convertible Preferred Stock" (herein referred to as
"PREFERRED SHARES"), having a par value per share equal to $0.10, and the
number of shares constituting such series shall be 4,000.

        (2) DIVIDENDS. The Preferred Shares will bear dividends ("DIVIDENDS")
at a rate of 4% of the Stated Value per share of the Preferred Shares per annum,
which shall be cumulative, accrue daily from the Issuance Date (as defined
below) and be payable on the last day of each Fiscal Quarter (as defined below)
beginning on the last day of the Fiscal Quarter on October 31,1998 (each a
"DIVIDEND DATE"). If a Dividend Date is not a Business Day (as defined below)
then the Dividend shall be due and payable on the Business Day immediately
following the Dividend Date. Dividends shall be payable in shares of Common
Stock at the Conversion Rate (as defined below) or, at the option of the
Company, in cash, provided that the Dividends which accrued during any period
shall be payable in cash only

                                     - 1 -
<PAGE>


if the Company provides written notice ("DIVIDEND ELECTION NOTICE") to each
holder of Preferred Shares at least 20 days prior to the Dividend Date.
Dividends to be paid in shares of Common Stock shall be paid in a number of
fully paid and nonassessable shares (rounded to the nearest whole share in
accordance with Section 3(h)) of Common Stock based on the Conversion Price (as
defined below) on the Dividend Date. Notwithstanding the foregoing, the Company
shall not be entitled to pay Dividends in shares of Common Stock and shall be
required to pay such Dividends in cash if (a) any event constituting a
Triggering Event (as defined in Section 4(d)), or an event that with the passage
of time or the giving of notice would constitute a Triggering Event if not
cured, has occurred and is continuing on the date of the Company's Dividend
Election Notice or on the Dividend Date, unless otherwise consented to in
writing by the holder of Preferred Shares entitled to receive such Dividend or
(b) the Registration Statement (as defined below) has not been declared
effective by the Securities and Exchange Commission (the "SEC") on or before the
Dividend Date. Any accrued and unpaid dividends which are not paid (in stock or
cash as applicable) within five (5) Business Days of such accrued and unpaid
dividends' Dividend Date shall bear interest at the rate of 2.0% per month (pro
rated for partial months) from such Dividend Date until the same is paid (the
"DEFAULT INTEREST").

     (3) HOLDER'S CONVERSION OF PREFERRED SHARES. A holder of Preferred Shares
shall have the right, at such holder's option, to convert the Preferred Shares
into shares of the Company's common stock, par value $.001 per share (the
"Common Stock"), on the following terms and conditions:

          (a) CONVERSION RIGHT. At any time or times on or after the Issuance
     Date (as defined below), any holder of Preferred Shares shall be entitled
     to convert any whole number of Preferred Shares into fully paid and
     nonassessable shares (rounded to the nearest whole share in accordance with
     Section 3(h)) of Common Stock, at the Conversion Rate (as defined below);
     provided, however, that in no event shall any holder be entitled to convert
     Preferred Shares in excess of that number of Preferred Shares which, upon
     giving effect to such conversion, would cause the aggregate number of
     shares of Common Stock beneficially owned by the holder and its affiliated
     entities to exceed 4.99% of the outstanding shares of the Common Stock
     following such conversion. For purposes of the foregoing proviso, the
     aggregate number of shares of Common Stock beneficially owned by the holder
     and its affliates shall include the number of shares of Common Stock
     issuable upon conversion of the Preferred Shares with respect to which the
     determination of such proviso is being made, but shall exclude the number
     of shares of Common Stock which would be issuable upon (i) conversion of
     the remaining, nonconverted Preferred Shares beneficially owned by the
     holder and its affiliates, and (ii) exercise or conversion of the
     unexercised or unconverted portion of any other securities of the Company
     (including, without limitation, any warrants or convertible preferred
     stock) subject to a limitation on conversion or exercise analogous to the
     limitation contained herein beneficially owned by the holder and its
     affliates. Except as set forth in the preceding sentence, for purposes of
     this Section 3(a), beneficial ownership shall be calculated in accordance
     with Section 13(d) of the Securities Exchange Act of 1934, as amended. The
     holder may waive the foregoing limitations by written notice to the Company
     upon not

                                     - 2 -
<PAGE>

less than 61 days prior notice (with such waiver taking effect only upon the
expiration of such 61 day notice period).

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

                                CONVERSION AMOUNT

                                Conversion Price

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

               (i) "CONVERSION PRICE" means, as of any Conversion Date (as
defined in Section 3(f)) or other date of determination, a price equal to 97.0%
of the lesser of (A) the average of the low Trading Prices (as defined below)
for shares of Common Stock for any three (3) Trading Days (which need not be
consecutive) during the twenty-two (22) Trading Days (the "Pricing Period")
immediately preceding the Conversion Date and (B) the low Trading Price for
Shares of Common Stock, each on the Trading Day immediately preceding the
Conversion Date (the "LOW SALES PRICE"), on NASDAQ (as defined below), the New
York Stock Exchange or the American Stock Exchange, as applicable; PROVIDED,
HOWEVER, that with respect to any Conversion Price determined pursuant to
Section 3(i)(B), the Conversion Price shall not be less than ninety-five percent
(95%) of the Low Sales Price on the Conversion Date.

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

                                     - 3 -
<PAGE>

(All such determinations are to be appropriately adjusted for any stock
dividend, stock split or other similar transaction during any period for which
the Closing Bid Price is being determined).

               (iii) "N" means the number of days from, but excluding, the
Issuance Date through and including the Conversion Date for the Preferred Shares
for which conversion is being elected.

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

               (v) "CONVERSION AMOUNT" means, on a per share basis, the sum of
(A) the Stated Value, plus (B) unpaid Default Interest through the date of
determination, plus (C) any unpaid dividends.

               (vi) "BUSINESS DAY" means any day other than Saturday, Sunday or
other day on which commercial banks in the City of New York are authorized or
required by law to remain closed.

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

               (viii) "INVESTMENT AGREEMENT" means that certain Convertible
Preferred Stock Purchase Agreement dated June 26, 1998 between the Company and
the initial holders of the Preferred Shares.

               (ix) "STATED VALUE" means $5,000.

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

               (xi) "REGISTRATION RIGHTS AGREEMENT" means the Registration
Rights Agreement between the Company and the Investors referred to therein.

               (xii) "TRADING DAY" shall mean any day on which the Common
Stock is traded for any period on Nasdaq, or on the principal securities
exchange or other securities market on which the Common Stock is then being
traded.

               (xiii) "TRADING PRICE" means, for any security as of any date,
the trading price for such security on the Nasdaq National Market ("NASDAQ") as
reported by Bloomberg Financial Markets ("BLOOMBERG"), or, if NASDAQ is not the
principal trading market for such security, the trading price of such security
on the principal securities exchange or trading market where such security is
listed or traded as reported by Bloomberg, or if the foregoing do not apply, the
trading price of such security in the

                                     - 4 -
<PAGE>

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

          (c) [intentionally omitted.]

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

               (i) ADJUSTMENT OF CONVERSION PRICE FOR CERTAIN ISSUANCES OF
SECURITIES. (A) Notwithstanding anything else herein to the contrary, if at any
time within twelve (12) months after the Closing Date the Company issues or
sells any Common Stock at a discount greater than the discount specified in
Section 3(b)(i) hereof or at a ceiling price less than the Conversion Price,
then the Conversion Price shall be reduced effective concurrently with such
issue or sale (or thereafter as applicable) to provide the holder such greater
discount or lower Conversion Price except pursuant to presently outstanding
convertible securities and the Company's 1995 Stock Option Plan, as amended, or
other options to employees of the Company or its subsidiaries.

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

          (C) In the event of any such issuance for a consideration that
provides a discount greater than the discount specified in Section 3(b)(i)
hereof and that also is at a ceiling price less than the Conversion Price then
in effect, then there shall be only one such adjustment by reason of such
issuance, such adjustment to be that which results in the greatest reduction of
the Conversion Price computed as aforesaid.

                                     - 5 -
<PAGE>

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

               (iii) ADJUSTMENT OF CONVERSION PRICE UPON ISSUANCE OF CONVERTIBLE
SECURITIES. If the Company in any manner issues or sells convertible securities
that are convertible into or exchangeable for Common Stock at a price which
varies with the market price of the Common Stock (the formulation for such
variable price being herein referred to as, the "VARIABLE PRICE"), the Company
shall provide written notice thereof via facsimile and overnight courier to each
holder of the Preferred Shares ("Variable Notice") on the date of issuance of
such convertible securities. If the holders of Preferred Shares representing at
least two-thirds (2/3) of the Preferred Shares then outstanding provide written
notice via facsimile and overnight courier (the "VARIABLE PRICE ELECTION
NOTICE") to the Company within five (5) business days of receiving a Variable
Notice that such holders desire to replace the Conversion Price then in effect
with the Variable Price described in such Variable Notice, then from and after
the date of the Company's receipt of the Variable Price Election Notice the
Conversion Price will automatically be replaced with the Variable Price
(together with such modifications to these Articles of Amendment as may be
required to give full effect to the substitution of the Variable Price for the
Conversion Price). A holder's delivery of a Variable Price Election Notice shall
serve as the consent required to amend these Articles of Amendment pursuant to
Section 13 below. In the event that a holder delivers a Conversion Notice at any
time after the Company's issuance of convertible securities with a Variable
Price but before such holder's receipt of the Company's Variable Notice, then
such holder shall have the option by written notice to the Company to rescind
such Conversion Notice or to have the Conversion Price be equal to such Variable
Price for the conversion effected by such Conversion Notice.

               (iv) REORGANIZATION. RECLASSIFICATION, CONSOLIDATION, MERGER
OR SALE. Any recapitalization, reorganization, reclassification, consolidation,
merger, sale of all or substantially all of the Company's assets to another
Person (as defined below) or other transaction which is effected in such a way
that holders of Common Stock are entitled to receive (either directly or upon
subsequent liquidation) stock, securities or assets with respect to or in
exchange for Common Stock is referred to herein as "ORGANIC CHANGE." Prior to
the consummation of any Organic Change, the Company will make appropriate
provision (in form and substance satisfactory to the holders of a majority of
the Preferred Shares then outstanding) to insure that each of the holders of the
Preferred Shares will thereafter have the right to acquire and receive in lieu
of or in addition to (as the case may be) the shares of Common Stock otherwise
acquirable and receivable upon the conversion of such holder's Preferred Shares,
such shares of stock, securities or assets that would have been issued or
payable in such Organic Change with respect to or in exchange for the number of
shares of Common Stock which would have been acquirable and receivable upon the
conversion of such holder's Preferred Shares had such Organic Change not taken
place (without taking into

                                     - 6 -
<PAGE>

account any limitations or restrictions on the timing or amount of conversions).
In any case, the Company will make appropriate provision (in form and substance
satisfactory to the holders of a majority of the Preferred Shares then
outstanding) with respect to such holders' rights and interests to insure that
the provisions of this Section 3(d) and Section 3(e) will thereafter be
applicable to the Preferred Shares (including, in the case of any such
consolidation, merger or sale in which the successor entity or purchasing entity
is other than the Company, an immediate adjustment of the Conversion Price to
reflect the value for the Common Stock reflected by the terms of such
consolidation, merger or sale, and if the value so reflected is less than the
Conversion Price in effect immediately prior to such consolidation, merger or
sale to reflect the price of the common stock of the surviving entity and the
market in which such common stock is traded). The Company will not effect any
such consolidation, merger or sale, unless prior to the consummation thereof,
the successor entity (if other than the Company) resulting from consolidation or
merger or the entity purchasing such assets assumes, by written instrument (in
form and substance satisfactory to the holders of a majority of the Preferred
Shares then outstanding), the obligation to deliver to each holder of Preferred
Shares such shares of stock, securities or assets as, in accordance with the
foregoing provisions, such holder may be entitled to acquire. "Person" shall
mean an individual, a limited liability company, a partnership, a joint venture,
a corporation, a trust, an unincorporated organization and a government or any
department or agency thereof.

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

               (vi) NOTICES

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

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

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

                                     - 7 -
<PAGE>
               (vii) CONVERSION PRICE DURING MAJOR ANNOUNCEMENTS.
Notwithstanding anything contained in this paragraph (d) of this Section 4 to
the contrary, in the event the Corporation (i) makes a public announcement that
it intends to consolidate or merge with any other corporation (other than a
merger in which the Corporation is the surviving or continuing corporation and
its capital stock is unchanged) or sell or transfer all or substantially all of
the assets of the Corporation or (ii) any person, group or entity (including the
Corporation) publicly announces a tender offer to purchase 50% or more of the
Corporation's Common Stock or otherwise  publicly announces an intention to
replace a majority of the Corporation's Board of Directors by waging a proxy
battle or otherwise (the date of the announcement referred to in clause (i)
on (ii) is hereinafter referred to as the "Announcement Date"), then the
Conversion Price shall, effective upon the Announcement Date and continuing
through the Adjusted Conversion Price Termination Date (as defined below), be
equal to the lower of (x) the Conversion Price which would have been applicable
for an Optional Conversion occurring on the announcement Date and (y) the
Conversion Price that would otherwise be in effect. From and after the Adjusted
Conversion Price Termination Date, the Conversion Price shall be determined as
set forth in Section 4(b)(i). For purposes hereof, "Adjusted Conversion Price
Termination Date" shall mean, with respect to any proposed transaction, tender
offer or removal of the majority of the Board of Directors which a public
announcement as contemplated by this subparagraph (b) has been made, the date
upon which the Corporation (in the case of clause (i) above) or the person,
group or entity (in the case of clause (ii) above) consummates or publicly
announces the termination or abandonment of the proposed transaction or tender
offer which caused this subparagraph (vii) to become operative.

               (viii) ADJUSTMENT FOR RESTRICTED PERIODS. In the event that (i)
the Corporation fails to obtain effectiveness with the Securities and Exchange
Commission of the Registration Statement (as defined in the Registration Rights
Agreement) on or prior to ninety (120) days following the Issue Date, or (ii)
such Registration Statement lapses in effect, or sales otherwise cannot be made
thereunder, whether by reason of the Corporation's failure or inability to amend
or supplement the prospectus (the "Prospectus") included therein in accordance
with the Registration Rights Agreement or otherwise, after such Registration
Statement becomes effective (including, without limitation, during a Suspension
Grace Period (as defined in the Registration Rights Agreement), then, at the
election of each holder of the Preferred Shares, the Pricing Period shall be
comprised of, (x) in the case of an event described in clause (i), the
twenty-two (22) Trading Days preceding the 120th day following the Issue Date
plus all Trading Days through and including the third Trading Day following the
date of effectiveness of the Registration Statement; and (y) in the case of an
event described in clause (ii), the twenty-two (22) Trading Days preceding the
date on which the holder of the Preferred Shares is first notified that sales
may not be made under the Prospectus, plus all Trading Days through and
including the third Trading Day following the date on which the Holder is first
notified that such sales may again be made under the Prospectus. If a holder of
the Preferred Shares determines that sales may not be made pursuant to the
Prospectus (whether by reason of the Corporation's failure or inability to amend
or supplement the Prospectus or otherwise) it shall so notify the Corporation in
writing and, unless the Corporation provides such holder with a written opinion
of the

                                     - 8 -
<PAGE>

Corporation's counsel to the contrary, such determination shall be binding for
purposes of this paragraph.

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

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

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

               (ii) COMPANY'S RESPONSE. Upon receipt by the Company of a
facsimile copy of a Conversion Notice, the Company shall as soon as practicable,
but in any event not later than the next business day, send, via facsimile, a
confirmation of receipt of such Conversion Notice to such holder. Upon receipt
by the Company or the Transfer Agent of the Preferred Stock Certificate(s) to be
converted pursuant to a Conversion Notice, together with the originally executed
Conversion Notice, the Company or the Transfer Agent (as applicable) shall, on
the next business day following the date of receipt, (I) issue and surrender to
a common carrier for overnight delivery to the address specified in the
Conversion Notice, a certificate, registered in the name of the holder or its
designee, for the number of shares of Common Stock to which the holder shall be
entitled, or (II) credit such aggregate number of shares of Common Stock to
which the holder shall be entitled to the holder's or its designee's balance
account with The Depository Trust Company. If the number of Preferred Shares
represented by the Preferred Stock Certificate(s) submitted for conversion is
greater than the number of Preferred Shares being converted, then the


                                     - 9 -
<PAGE>

Company or Transfer Agent, as the case may be, shall, as soon as practicable and
in no event later than two business days after receipt of the Preferred Stock
Certificate(s) and at its own expense, issue and deliver to the holder a new
Preferred Stock Certificate representing the number of Preferred Shares not
converted.

               (iii) DISPUTE RESOLUTION. In the case of a dispute as to the
determination of the Conversion Price or the arithmetic calculation of the
Conversion Rate, the Company shall promptly issue to the holder the number of
shares of Common Stock that is not disputed and shall submit the disputed
determinations or arithmetic calculations to the holder via facsimile within one
business day of receipt of such holder's Conversion Notice. If such holder and
the Company are unable to agree upon the determination of the Conversion Price
or arithmetic calculation of the Conversion Rate within one business day of such
disputed determination or arithmetic calculation being submitted to the holder,
then the Company shall within one business day submit via facsimile (A) the
disputed determination of the Conversion Price to an independent, resputable
investment bank or (B) the disputed arithmetic calculation of the conversion
Rate to its independent, outside accountant. The Company shall cause the
investment bank or the accountant, as the case may be, to perform the
determinations or calculations and notify the Company and the holder of the
results no later than 48 hours from the time it receives the disputed
determinations or calculations. Such investment bank's or accountant's
determination or calculation, as the case may be, shall be binding upon all
parties absent manifest error.

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

               (v) COMPANY'S FAILURE TO TIMELY CONVERT. If within five
business days after the Company's or the Transfer Agent's receipt of the
Preferred Stock Certificates to be converted and the Conversion Notice the
Company shall fail (I) to issue a certificate for the number of shares of Common
Stock to which a holder is entitiled or to credit the holder's balance account
with The Depository Trust Company for such number of shares of Common Stock to
which the holder is entitled upon such holder's conv of the Preferred Shares, or
(II) to issue a new Preferred Stock Certificate representing the number of
Preferred Shares to which such holder is entitled, pursuant to Section 3(f)(ii),
in addition to all other available remedies which such holder may pursue
hereunder and under the Investment Agreement (including indemnification pursuant
thereto), the Company shall pay additional damages to such holder on each date
after such fifth (5th) business day that such conversion or delivery of such
Preferred Stock Certificates, as the case may be, is not timely effected in an
amount equal to 0.5% of the product of (A) the sum of the number of shares of
Common Stock not issued to the holder on a timely basis pursuant to Section
3(f)(ii) and to which such holder is entitled and, in the event the Company has
failed to deliver a Preferred Stock Certificate to the holder on a timely basis
pursuant to Section 3(f)(ii), the number of shares of Common Stock issuable upon
conversion of the Preferred Shares represented by such Preferred Stock
Certificate as of the last possible date which the Company could have issued
such Preferred Stock Certificate to such holder without violating Section
3(f)(ii); and (B) the Closing Bid Price of the Common Stock on the last possible
date which the Company could

                                     - 10 -
<PAGE>

have issued such Common Stock and the Preferred Stock Certificate, as the case
may be, to such holder without violating Section 3(f)(ii).

               (vi) CONVERSION DEFICIENCY; PREMIUM PRICE REDEMPTION FOR
CONVERSION DEFICIENCY. In the event that the Company does not have a sufficient
number of Common Shares available to satisfy the Company's obligations to any
Holder upon receipt of a Conversion Notice or is otherwise unable or unwilling
to issue such Common Shares (including without limitation by reason of the limit
described in Section 10 of the Registration Rights Agreement) in accordance with
the terms of this Amendment for any reason after receipt of a Conversion Notice,
then:

                    (A) The Company shall pay in cash to each holder an amount
equal to three percent (3%) of the Liquidation Value for the Series B Preferred
Shares held by such holder for each 30-day period (or portion thereof) that the
Company fails or refuses to issue Common Shares in accordance with the terms of
this Amendment; and

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

               (vii) PREMIUM PRICE REDEMPTION FOR CASH PAYMENT DEFAULTS. In the
event that the Company fails or refuses to pay any default payment or honor any
penalty or similar amounts when due, at any holder's request and option the
Company shall purchase all or a portion of the Series B Preferred Stock, Common
Shares and for Warrant Shares held by such holder (with default payments
accruing through the date of such purchase), within five (5) days of such
request, at a purchase price equal to the Premium Redemption Price (as defined
in the Registration Rights Agreement), provided that such holder may revoke such
request at any time prior to receipt of such payment of such purchase price.
Until such time as the Company purchases such Series B Preferred Shares at the
request of such holder pursuant to the preceding sentence, at any holder's
request and option the Company shall as to such holder pay such amount by adding
and including the amount of such default payment to the Conversion Amount and
the Liquidation Value instead of in cash.

                                     - 11 -
<PAGE>
               (viii) DELISTING; BEST EFFORTS. If required, the Company will
use its best efforts to obtain promptly shareholder approval pursuant to NASD
Rule 4460(i) authorizing the issuance of all Common Shares and Warrant Shares
issuable upon the conversion of any shares of Series B Preferred Stock or the
exercise of any Warrants, (including by calling a special meeting of such
shareholders within 60 days of the date of any such attempted conversion) and
having the Company's Board of Directors recommend such approval in a proxy
statement. If a conversion of any shares of Series B Preferred Stock in whole or
in part for Common Shares by an Investor could result in the Company being
delisted from the Nasdaq NMS for issuing in excess of 20% of its outstanding
Common Stock to the holders without the approval of the Company's shareholders,
then the Company, upon the holder's request, must redeem any and all Series B
Preferred Stock covered by the applicable Conversion Notice and any and all
Series B Preferred Stock that would, if a Conversion Notice for all shares of
Series B Preferred Stock were then delivered, result in the Company being
subject to such delisting, at a price equal to 130% of the Liquidation
Preference.

                      (g) MANDATORY CONVERSION AT MATURITY. If any Preferred
Shares remain outstanding on the Maturity Date (as defined below), then all such
Preferred Shares shall be converted as of such date in accordance with this
Section 3 as if the holders of such Preferred Shares had given the Conversion
Notice of the Maturity Date; provided, however, that if a Triggering Event has
occurred and is continuing on the Mandatory Conversion Date, then the Company
shall, within five business days following the Maturity Date (unless otherwise
notified in writing by the holder of its request to have the Preferred Shares
converted into Common Stock), pay to each holder of Preferred Shares then
outstanding, in immediately available funds, an amount equal to the Triggering
Event Redemption Price (as defined below) as of the Maturity Date. All holders
of Preferred shares shall thereupon surrender all Preferred Stock Certificates,
duly endorsed for cancellation, to the Company or the Transfer Agent, provided
that the Company has complied with its obligations under this Section 3.
"MATURITY DATE" means the date which is five years after the Issuance Date,
subject to extension pursuant to the Registration Rights Agreement, which
extension shall be equal to one and one-half (1 1/2) day for each day in any
Suspension Grace Period (as defined in the Registration Rights Agreement).

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

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

     (4) REDEMPTION AT OPTION OF HOLDERS.

                                     - 12 -
<PAGE>

     (a) REDEMPTION OPTION UPON MAJOR TRANSACTION. In addition to all other
rights of the holders of Preferred Shares contained herein, simultaneous with or
after the occurrence of a Major Transaction (as defined below), each holder of
Preferred Shares shall have the right, at such holder's option, to require the
Company to redeem all or a portion of such holder's Preferred Shares at a price
per Preferred Share equal to the greater of (i) 130% of the Liquidation Value
(as defined by Section 9); and (ii) the product of (A) the Conversion Rate at
such time, and (B) the Closing Bid Price on the date of the public announcement
of such Major Transaction or the next date on which the exchange or market on
which the Common Stock is traded is open if such public announcement is made
(X) after 12:00 p.m. Eastern Time, on such date or (Y) on a date on which the
exchange or market on which the Common Stock is traded is closed (the "MAJOR
TRANSACTION REDEMPTION PRICE").

     (b) REDEMPTION OPTION UPON TRIGGERING EVENT. In addition to all other
rights of the holders of Preferred Shares contained herein, simultaneous with or
after the occurrence of a Triggering Event (as defined below), each holder of
Preferred Shares shall have the right, at such holder's option, to require the
Company to redeem all or a portion of such holder's Preferred Shares at a price
per Preferred Share equal to the greater of (i) 130% of the Liquidation Value;
and (ii) the product of (A) the Conversion Rate on the date of such holder's
delivery of a Notice of Redemption at Option of Holder Upon Triggering Event (as
defined in Section 4(f)), and (B) the greater of (I) the Closing Bid Price on
the trading day immediately preceding such Triggering Event or (II) the Closing
Bid Price on the date of the holder's delivery to the Company of a Notice of
Redemption at Option of Holder Upon Triggering Event (as defined below) or, if
such date of delivery is not a trading day, the next date on which the exchange
or market on which the Common Stock is traded is open (the "TRIGGERING EVENT
REDEMPTION PRICE" and, collectively with the Major Transaction Redemption Price,
the "REDEMPTION PRICE").

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

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

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

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

                                     - 13 -
<PAGE>

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

               (i) the failure of the Registration Statement to be declared
effective by the SEC on or prior to the date that is 120 days after the Issuance
Date;

               (ii) while the Registration Statement is required to be
maintained effective pursuant to the terms of the Registration Rights Agreement,
the effectiveness of the Registration Statement lapses for any reason
(including, without limitation, the issuance of a stop order) or is unavailable
(other than on any days during any Suspension Grace Period (as defined in the
Registration Rights Agreement)) to the holder of the Preferred Shares for sale
of the Registrable Securities (as defined in the Registration Rights Agreement)
in accordance with the terms of the Registration Rights Agreement;

               (iii) delisting or suspension from listing of the Common Stock
from NASDAQ, The American Stock Exchange, Inc. or The New York Stock Exchange,
Inc. for a period of 5 consecutive days or for an aggregate of at least 10 days
in any 365-day period;

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

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

     (e) MECHANICS OF REDEMPTION AT OPTION OF HOLDER UPON MAJOR TRANSACTION. No
sooner than 15 days nor later than 10 days prior to the consummation of a Major
Transaction, but not prior to the public announcement of such Major Transaction,
the Company shall deliver written notice thereof via facsimile and overnight
courier (a "Notice of Major Transaction") to each holder of Preferred Shares. At
any time after receipt of a Notice of Major Transaction (or, in the event a
Notice of Major Transaction is not delivered at least 10 days prior to a Major
Transaction, at any time on or after the date which is 10 days prior to a Major
Transaction), any holder of the Preferred Shares then outstanding may require
the Company to redeem all or a portion of the holder's Preferred Shares, which
redemption shall be effective concurrent with the consummation of the Major
Transaction, then outstanding by delivering written notice thereof via facsimile
and overnight courier (a "Notice of ~Redemption at Option of Holder Upon Major
Transaction") to the Company, which Notice of Redemption at Option of Holder
Upon Major Transaction shall indicate (i) the number of Preferred Shares that
such holder is submitting for redemption, and (ii) the applicable Major
Transaction Redemption Price, as calculated pursuant to Section 4(a).

                                     - 14 -
<PAGE>

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

     (g) PAYMENT OF REDEMPTION PRICE. Upon the Company's receipt of a Notice(s)
of Redemption at Option of Holder Upon Triggering Event or a Notice(s) of
Redemption at Option of Holder Upon Major Transaction from any holder of
Preferred Shares, the Company shall immediately notify each holder of Preferred
Shares by facsimile of the Company's receipt of such Notice(s) or Redemption at
Option of Holder Upon Triggering Event or Notice(s) of Redemption at Option of
Holder Upon Major Transaction and each holder which has sent such a notice shall
promptly submit to the Company or its Transfer Agent such holder's Preferred
Stock Certificate(s) which such holder has elected to have redeemed. The Company
shall deliver the applicable Triggering Event Redemption Price, in the case of a
redemption pursuant to Section 4(f), to such holder within five business days
after the Company's receipt of a Notice of Redemption at Option of Holder Upon
Triggering Event and, in the case of a redemption pursuant to Section 4(e), the
Company shall deliver the applicable Major Transaction Redemption Price
immediately prior to the consummation of the Major Transaction; provided that a
holder's Preferred Stock Certificates shall have been so delivered to the
Company; and provided further that if the Company is unable to redeem all of the
Preferred Shares to be redeemed, the Company shall redeem an amount from each
holder of Preferred Shares being redeemed equal to such holder's pro-rata amount
(based on the number of Preferred Shares held by such holder relative to the
number of Preferred Shares outstanding) of all Preferred Shares being redeemed.
If the Company shall fail to redeem all of the Preferred Shares submitted for
redemption, in addition to any remedy such holder of Preferred Shares may have
under these Articles of Amendment' the Investment Agreement and the Registration
Rights Agreement, the applicable Redemption Price payable in respect of such
unredeemed Preferred Shares shall bear interest at the rate of 2.0% per month
(pro rated for partial months) until paid in full. Until the Company pays such
unpaid applicable Redemption Price in full to a holder or Preferred Shares
submitted for redemption, such holder shall have the option (the "VOID OPTIONAL
REDEMPTION OPTION") to, in lieu of redemption, require the Company to promptly
return to such holder(s) all of the Preferred Shares that were submitted for
redemption by such holder(s) under this Section 4 and for which the applicable
Redemption Price has not been paid, by sending written notice thereof to the
Company via facsimile (the "VOID OPTIONAL REDEMPTION NOTICE"). Upon the
Company's receipt of such Void Optional Redemption Notice(s) and prior to
payment of the full applicable Redemption Price to such holder, (i) the
Notice(s) of

                                     - 15 -
<PAGE>

Redemption at Option of Holder Upon Triggering Event or the Notice(s) of
Rcdemption at Option of Holder Upon Major Transaction, as the case may be,
shall be null and void with respect to those Preferred Shares submitted for the
redemption and for which the applicable Redemption Price has not been paid, (ii)
the Company shall immediately return any Preferred Shares submitted to the
Company by each holder for redemption under this Section 4(g) and for which the
applicable Redemption Price has not been paid, (iii) the Conversion Price of
such returned Preferred Shares shall be adjusted to the lesser of (A) the
Conversion Price as in effect on the date on which the Void Optional Redemption
Notice(s) is delivered to the Company and (B) the lowest Closing Bid Price
during the period beginning on the date on which the Notice(s) of Redemption of
Option of Holder Upon Major Transaction or the Notice(s) of Redemption at Option
of Holder Upon Triggering Event, as the case may be, is delivered to the
Company; provided that no adjustment shall be made if such adjustment would
result in an increase in the Conversion Price then in effect, and (iv) if the
redemption was caused by a Triggering Event involving the Company's inability to
issue Common Stock because of the Exchange Cap (as defined in Section 12), the
holders of at least two-thirds of the Preferred Shares then outstanding,
including Preferred Shares submitted for redemption pursuant to this Section 4
with respect to which the applicable Redemption Price has not been paid, may
direct the Company to immediately delist the Common Stock from the exchange or
automated quotation system on which the Common Stock is traded and have the
Common Stock, at such holders' option, traded in the electronic bulletin board
or the "pink sheets." Notwithstanding the foregoing, in the event of a dispute
as to the determination of the Closing Bid Price or the arithmetic calculation
of the Redemption Price, such dispute shall be resolved pursuant to Section
3(f)(iii) above. A holder's delivery of a Void Optional Redemption Notice and
exercise of its rights following such notice shall not affect the Company's
obligations to make any payments which have accrued prior to the date of such
notice. Payments provided for in this Section 4 shall have priority to payments
to other stockholders in connection with a Major Transaction.

          (5) INABILITY TO FULLY CONVERT.

     (a) HOLDER'S OPTION IF COMPANY CANNOT FULLY CONVERT. If, upon the Company's
receipt of a Conversion Notice or on the Maturity Date, the Company cannot issue
shares of Common Stock registered for resale under the Registration Statement
(or which are exempt from the registration requirements under the Securities Act
of 1933, as amendeed (the "Act") pursuant to Rule 144(k) under the Act) for any
reason, including, without limitation, because the Company (x) does not have a
sufficient number of shares of Common Stock authorized and available, (y) is
otherwise prohibited by applicable law or by the rules or regulations of any
stock exchanges, interdealer quotation system or other self-regulatory
organization with jurisdiction over the Company or its securities, including
without limitation the Exchange Cap, from issuing all of the Common Stock which
is to be issued to a holder of Preferred Shares pursuant to a Conversion Notice
or (z) fails to have a sufficient number of shares of Common Stock registered
for resale under the Registration Statement, then the Company shall issue as
many shares of Common Stock as it is able to issue in accordance with such
holder's Conversion Notice and pursuant to Section 3(f) and, with respect to the
unconverted Preferred Shares, the holder, solely at such holder's option, can
elect to:

               (i) require the Company to redeem from such holder those
Preferred Shares for which the Company is unable to issue Common Stock in
accordance with such

                                     - 16 -
<PAGE>

holder's Conversion Notice ("MANDATORY REDEMPTION") at a price per Preferred
Share (the "MANDATORY REDEMPTION PRICE") equal to the Triggering Event
Redemption Price as of such Conversion Date;

               (ii) if the Company's inability to fully convert Preferred Shares
is pursuant to Section 5(a)(z), require the Company to issue restricted shares
of Common Stock in accordance with such holder's Conversion Notice and pursuant
to Section 3(f);

               (iii) void its Conversion Notice and retain or have returned, as
the case may be, the nonconverted Preferred Shares that were to be converted
pursuant to such holder's Conversion Notice (provided that a holder's voiding
its Conversion Notice shall not affect the Company's obligation to make any
payments which have accrued prior to the date of such notice); or

               (iv) if the Company's inability to fully convert Preferred Shares
is pursuant to the Exchange Cap described in Section 5(a)(y), require the
Company to issue shares of Common Stock in accordance with such holder's
Conversion Notice and pursuant to Section 3(f) at a Conversion Price equal to
the average of Closing Bid Prices of the Common Stock for the five consecutive
trading days preceding such holder's Notice in Response to Inability to Convert
(as defined below).

     (b) MECHANICS OF FULFILLING HOLDER'S ELECTION. The Company shall
immediately send via facsimile to a holder of Preferred Shares, upon receipt of
a facsimile copy of a Conversion Notice from such holder which cannot be fully
satisfied as described in Section S(a), a notice of the Company's inability to
fully satisfy such holder's Conversion Notice (the "INABILITY TO FULLY CONVERT
NOTICE"). Such Inability to Fully Convert Notice shall indicate (i) the reason
why the Company is unable to fully satisfy such holder's Conversion Notice, (ii)
the number of Preferred Shares which cannot be converted and (iii) the
applicable Mandatory Redemption Price. Such holder shall notify the Company of
its election pursuant to Section S(a) above by delivering written notice via
facsimile to the Company ("NOTICE IN RESPONSE TO INABILITY TO CONVERT").

     (c) PAYMENT OF MANDATORY REDEMPTION PRICE. If such holder shall elect to
have its shares redeemed pursuant to Section 5(a)(i), the Company shall pay the
Mandatory Redemption Price in cash to such holder within ten days of the
Company's receipt of the holder's Notice in Response to Inability to Convert. If
the Company shall fail to pay the applicable Mandatory Redemption Price to such
holder on a timely basis as described in this Section 5(c) (other than pursuant
to a dispute as to the determination of the arithmetic calculation of the
Redemption Price), in addition to any remedy such holder of Preferred Shares may
have under these Articles of Amendment, the Investment Agreement and the
Registration Rights Agreement, such unpaid amount shall bear interest at the
rate of 2.0% per month (pro rated for partial months) until paid in full. Until
the full Mandatory Redemption Price is paid in full to such holder, such holder
may void the Mandatory Redemption with respect to those Preferred Shares for
which the full Mandatory Redemption Price has not been paid and (i) receive back
such Preferred Shares and (ii) the Conversion Price of such returned Preferred
Shares shall be adjusted to the lesser of (A) the

                                     - 17 -
<PAGE>

Conversion Price in effect on the date on which the holder voided the Mandatory
Redemption and (B) thc lowest Closing Bid Price during the period beginning on
the Conversion Date and ending on the date the holder voided the Mandatory
Redemption. Notwithstanding the foregoing, if the Company fails to pay the
applicable Mandatory Redemption Price, such dispute shall be resolved pursuant
to Section 3(f)(iii) with the term "Mandatory Redemption Price" being
substituted for the term "Conversion Rate"

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

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

        (7) RESERVATION OF SHARES. The Company shall, so long as any of the
Preferred Shares are outstanding, reserve and keep available out of its
authorized and unissued Common Stock, solely for the purpose of effecting the
conversion of the Preferred Shares, such number of shares of Common Stock as
shall from time to time be sufficient to effect the conversion of all of the
Preferred Shares then outstanding (without regard to any limitations on
conversions); provided that the number of shares of Common Stock so reserved
shall at no time be less than 200% of the number of shares of Common Stock for
which the Preferred Shares are at any time convertible. The initial number of
shares of Common Stock reserved for conversions of the Preferred Shares and each
increase in the number of shares so reserved shall be allocated pro rata among
the holders of the Preferred Shares based on the number of Preferred Shares held
by each holder at the time of issuance of the Preferred Shares or increase in
the number of reserved shares, as the case may be. In the event a holder shall
sell or otherwise transfer any of such holder's Preferred Shares, each
transferee shall be allocated a pro rata portion of the number of reserved
shares of Common Shares reserved for such transferor. Any shares of Common Stock
reserved and which remain allocated to any person or entity which does not hold
any Preferred Shares shall be allocated to the remaining holders of Preferred
Shares, pro rata based on the number of Preferred Shares then held by such
holder.

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

                                     - 18 -
<PAGE>

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

        (10) PREFERRED RANK; PARTICIPATION.

             (i) All shares of Common Stock shall be of junior rank to all
Preferred Shares in respect to the preferences as to distributions and payments
upon the liquidation, dissolution and winding up of the Company. The rights of
the shares of Common Stock shall be subject to the preferences and relative
rights of the Preferred Shares. Without the prior express written consent of the
holders of not less than two thirds (2/3) of the then-outstanding Preferred
Shares, the Company shall not hereafter authorize or issue additional or other
capital stock that is of senior rank or PARI PASI rank to the Preferred Shares
in respect of the preferences as to distributions and payments upon the
liquidation, dissolution and winding up of the Company. Without the prior
express written consent of the holders of not less than two thirds (2/3) of the
then-outstanding Preferred Shares, the Company shall not hereafter authorize or
make any amendment to the Company's Articles of Incorporation or bylaws, or file
any resolution of the board of directors of the Company with the Secretary of
State of the State of Florida containing any provisions, which would adversely
affect or otherwise impair the rights or relative priority of the holders of the
Preferred Shares relative to the holders of the Common Stock or the holders of
any other class of capital stock. In the event of the merger or

                                     - 19 -
<PAGE>

consolidation of the Company with or into another corporation, the Preferred
Shares shall mail1tain their relative powers, designations and preferences
provided for herein and no merger shall result inconsistent therewith.

             (ii) Subject to the rights of the holders, if any, of the Pari
Passu Shares, the holders of the Preferred Shares shall, as holders of Preferred
Stock, be entitled to such dividends paid and distributions made to the holders
of Common Stock to the same extent as if such holders of Preferred Shares had
converted the Preferred Shares into Common Stock (without regard to any
limitations on conversion herein or elsewhere) and had held such shares of
Common Stock on the record date for such dividend and distributions. Payments
under the preceding sentence shall be made concurrently with the dividend or
distribution to the holders of Common Stock.

     (11) RESTRICTION ON REDEMPTION AND CASH DIVIDENDS WITH RESPECT TO OTHER
CAPITAL STOCK. Until all of the Preferred Shares have been converted or redeemed
as provided herein, the Company shall not, directly or indirectly, redeem, or
declare or pay any cash dividend or distribution on, its Common Stock without
the prior express written consent of the holders of not less than two-thirds
(2/3) of the then outstanding Preferred Shares.

     (12) Limitation on Number of Conversion Shares. Notwithstanding any other
provision herein, the Company shall not be obligated to issue any shares of
Common Stock upon conversion of the Preferred Shares if the issuance of such
shares of Common Stock would exceed that number of shares of Common Stock which
the Company may issue upon Conversion of the Preferred Shares (the "EXCHANGE
CAP") without breaching the Company's obligations under the rules or regulations
of NASDAQ, except that such limitation shall not apply in the event that the
Company (a) obtains the approval of its stockholders as required by applicable
rules and regulations of NASDAQ for issuances of Common Stock in excess of such
amount or (ii) obtains a written opinion from outside counsel to the Company
that such approval is not required,- which opinion shall be reasonably
satisfactory to the holders of a majority of the Preferred Shares then
outstanding. If and to the extent that any such stockholder approval is
required, the Company shall as soon as practicable use its best efforts to
obtain such approval, including by recommending favorable action by the
stockholders. Until such approval or written opinion is obtained, no purchaser
of Preferred Shares pursuant to the Investment Agreement (the "PURCHASERS")
shall be issued, upon conversion of Preferred Shares, shares of Common Stock in
an amount greater than the product of (i) the Exchange Cap amount multiplied by
(ii) a fraction, the numerator of which is the number of Preferred Shares issued
to such Purchaser pursuant of the Investment Agreement and the denominator of
which is the aggregate amount of all the Preferred Shares issued to the
Purchasers pursuant to the Investment Agreement (the "CAP ALLOCATION AMOUNT").
In the event that any Purchaser shall sell or otherwise transfer any of such
Purchaser's Preferred Shares, the transferree shall be allocated a pro rata
portion of such Purchaser's Cap Allocation Amount. In the event that any holder
of Preferred Shares shall convert all of such holder's Preferred Shares into a
number of shares of Common Stock which in the aggregate, is less than such
holder's Cap Allocation Amount, then the difference between such holder's Cap
Allocation Amount and the number of shares of Common Stock actually issued to
such holder shall be allocated to the respective Cap Allocation Amounts of the
remaining holders of Preferred Shares on a pro rata basis in proportion to the
number of Preferred Shares then held by each such holder.

                                     - 20 -
<PAGE>

     (13) VOTE TO CHANGE THE TERMS OF OR ISSUE PREFERRED SHARES. The affirmative
vote at a meeting duly called for such purpose or the written consent without a
meeting, of the holders of not less than two-thirds (2/3) of the then
outstanding Preferred Shares, shall be required for (a) any change to these
Articles of Amendment or the Company's Articles of Incorporation which would
amend, alter, change or repeal any of the powers, designations, preferences and
rights of the Preferred Shares, or (b) any issuance of Preferred Shares other
than pursuant to the Investment Agreement.

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

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

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

                                     - 21 -
<PAGE>


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

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

                                     - 22 -
<PAGE>

     IN WITNESS WHEREOF, the Company has caused the foregoing Articles of
Amendment to the Articles of Incorporation to be signed on June _, 1998.


                                         ABLE TELCOM HOLDING CORP.


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



                                     - 23 -
<PAGE>

                                   EXHIBIT I

                            ABLE TELCOM HOLDING CORP
                               CONVERSION NOTICE


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


Date of Conversion:
                    -----------------------------------------------------------

-------------------------------------------------------------------------------


Number of Preferred Shares to be converted:
                                            -----------------------------------

-------------------------------------------------------------------------------


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

-------------------------------------------------------------------------------


Please confirm the following information:


                    Conversion Price:
                                      -----------------------------------------

-------------------------------------------------------------------------------


                    Number of shares of Common

                    Stock to be issued:
                                        ---------------------------------------

-------------------------------------------------------------------------------

                                     - 24 -
<PAGE>

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


Issue to:
                    -----------------------------------------------------------

-------------------------------------------------------------------------------


Facsimile Number:
                    -----------------------------------------------------------

-------------------------------------------------------------------------------


Authorization:
                    -----------------------------------------------------------

-------------------------------------------------------------------------------

By:
                    -----------------------------------------------------------

-------------------------------------------------------------------------------

Title:
                    -----------------------------------------------------------

-------------------------------------------------------------------------------


Dated:
                    -----------------------------------------------------------

-------------------------------------------------------------------------------


Account Number

(if electronic book

entry transfer)
                    -----------------------------------------------------------

-------------------------------------------------------------------------------


Transaction Code Number

(if electronic book
                    -----------------------------------------------------------

-------------------------------------------------------------------------------

                                     - 25 -
<PAGE>

entry transfer):
                   -----------------------------------------------------------

-------------------------------------------------------------------------------



     THIS NOTICE MUST BE DELIVERED TO COMPANY AND TRANSFER AGENT

                                     - 26 -