EXHIBIT 10.26


                    SENIOR SECURED REVOLVING CREDIT AGREEMENT

                            Dated as of April 6, 1998

                                  By and Among

                            ABLE TELCOM HOLDING CORP.

                                       and

               SUNTRUST BANK, SOUTH FLORIDA, NATIONAL ASSOCIATION,
                    individually and as Administrative Agent,
                                       and
                              BANK OF AMERICA, FSB,
                      individually and as Syndication Agent


<PAGE>


                                     TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

ARTICLE 1 
     Definitions, Construction ............................................    1
       Section 1.1
           Definitions ....................................................    1
       Section 1.2
          Accounting Terms and Determination ..............................   20
       Section 1.3
          Other Definitional Provisions ...................................   20
       Section 1.4
          Exhibits and Schedules ..........................................   21

ARTICLE 2 REVOLVING LOANS .................................................   21
       Section 2.1
          Commitment; Use of Proceeds .....................................   21
       Section 2.2
          Notes; Repayment of Principal ...................................   22
       Section 2.3
          Voluntary Reduction of Revolving Loan Commitments ...............   22
       Section 2.4
          Extension of Commitment .........................................   22

ARTICLE 3
     LETTERS OF CREDIT ....................................................   23
       Section 3.1
          Letters of Credit Loan ..........................................   23
       Section 3.2
          Drawings Under Letters of Credit ................................   24
       Section 3.3
          General Provisions as to Letters of Credit ......................   25
       Section 3.4
          Participation in Letters of Credit ..............................   27

ARTICLE 4 
     GENERAL LOAN TERMS ...................................................   28
       Section 4.1
          Funding Notices .................................................   28
       Section 4.2
          Disbursement of Funds ...........................................   29
       Section 4.3
          Interest ........................................................   30
       Section 4.4
          Interest Periods ................................................   31
       Section 4.5
          Fees ............................................................   31


<PAGE>


       Section 4.6
          Voluntary Prepayments of Borrowings .............................   32
       Section 4.7
          Payments, etc. ..................................................   33
       Section 4.8
          Interest Rate Not Ascertainable, etc. ...........................   34
       Section 4.9
          Illegality ......................................................   35
       Section 4.lO
          Increased Costs .................................................   35
       Section 4.11
          Lending Offices .................................................   37
       Section 4.12
          Funding Losses ..................................................   37
       Section 4.13
          Assumptions Concerning Funding of LIBOR Advances ................   38
       Section 4.14
          Apportionment of Payments .......................................   38
       Section 4.15
          Sharing of Payments, Etc. .......................................   38
       Section 4.16
          Capital Adequacy ................................................   39
       Section 4.17
          Benefits to Guarantors ..........................................   39
       Section 4.18
          Return of Payments ..............................................   39

ARTICLE 5
     CONDITIONS TO BORROWINGS .............................................   39
       Section 5.1
          Conditions Precedent to Initial Loans ...........................   39
       Section 5.2
          Conditions to All Loans .........................................   43

ARTICLE 6
     REPRESENTATIONS AND WARRANTIES .......................................   44
       Section 6.1
          Organization and Qualification ..................................   44
       Section 6.2
          Corporate Authority .............................................   44
       Section 6.3
          Financial Statements ............................................   44
       Section 6.4
          Tax Returns .....................................................   45
       Section 6.5
          Actions Pending .................................................   45
       Section 6.6
          Representations; No Defaults ....................................   45


<PAGE>


       Section 6.7
          Title to Properties; Capitalized Leases .........................   45
       Section 6.8
          Enforceability of Agreement .....................................   46
       Section 6.9
          Consent .........................................................   46
       Section 6.10
          Use of Proceeds; Federal Reserve Regulations ....................   46
       Section 6.11
          ERISA ...........................................................   46
       Section 6.12
          Subsidiaries ....................................................   47
       Section 6.13
          Outstanding Indebtedness ........................................   47
       Section 6.14
          Conflicting Agreements ..........................................   47
       Section 6.15
          Environmental Matters ...........................................   48
       Section 6.16
          Possession of Franchises, Licenses, Etc. .......................   49
       Section 6.17
          Patents, Trademarks, Etc. .......................................   49
       Section 6.18
          Governmental Consent ............................................   49
       Section 6.19
          Disclosure ......................................................   50
       Section 6.20
          Insurance Coverage ..............................................   50
       Section 6.21
          Labor Matters ...................................................   50
       Section 6.22
          Intercompany Loans; Dividends ...................................   50
       Section 6.23
          Burdensome Restrictions .........................................   51
       Section 6.24
          Solvency ........................................................   51
       Section 6.25
          First, Perfected Security Interest in Collateral ................   51
       Section 6.26
          Places of Business ..............................................   51
       Section 6.27
          Securities Acts .................................................   51
       Section 6.28
          Investment Company Act; Holding Company .........................   51
       Section 6.29
          Regulation G, Etc. ..............................................   51


<PAGE>


       Section 6.30
          Stock Redemption ................................................   51
       Section 6.31
          Changes in Financial Condition; Adverse Developments ............   52
       Section 6.32
          Investments .....................................................   52
       Section 6.33
          Real Estate .....................................................   52
       Section 6.34
          Leases ..........................................................   52
       Section 6.35
          Year 2000 Compliance ............................................   52

ARTICLE 7
     AFFIRMATIVE COVENANTS ................................................   52
       Section 7.1
          Corporate Existence, Etc. .......................................   52
       Section 7.2
          Compliance with Laws, Etc. ......................................   53
       Section 7.3
          Payment of Taxes and Claims, Etc. ...............................   53
       Section 7.4
          Keeping of Books ................................................   53
       Section 7.5
          Visitation, Inspection, Etc. ....................................   53
       Section 7.6
          Insurance; Maintenance of Properties ............................   54
       Section 7.7
          Reporting Covenants .............................................   54
       Section 7.8
          Financial Covenants .............................................   59
       Section 7.9
          Notices Under Certain Other Indebtedness ........................   60
       Section 7.10
          Additional Guarantors ...........................................   60
       Section 7.11
          Fiscal Year .....................................................   60
       Section 7.12
          Ownership of Guarantors .........................................   60
       Section 7.13
          Lockbox Account; Special Collection Account .....................   61
       Section 7.14
          Consents of Lessor ..............................................   61
       Section 7.15
          Subordination of Intercompany Loans .............................   61
       Section 7.16
          Proceeds of Assets, Sale/Equity Offerings .......................   61


<PAGE>


       Section 7.17
          Hedging Agreements ..............................................   62

ARTICLE 8
     NEGATIVE COVENANTS ...................................................   62
       Section 8.1
          Indebtedness ....................................................   62
       Section 8.2
          Liens ...........................................................   63
       Section 8.3
          Sales, Etc ......................................................   64
       Section 8.4
          Mergers, Acquisitions, Sales, Etc. ..............................   64
       Section 8.5
          Investments, Loans, Etc. ........................................   64
       Section 8.6
          Sale and Leaseback Transactions .................................   65
       Section 8.7
          Transactions with Affiliates ....................................   65
       Section 8.8
          Optional Prepayments ............................................   65
       Section 8.9
          Changes in Business .............................................   65
       Section 8.10
          ERISA ...........................................................   65
       Section 8.11
          Additional Negative Pledges .....................................   66
       Section 8.12
          Limitation on Payment Restrictions Affecting Consolidated
            Companies .....................................................   66
       Section 8.13
            Actions Under Certain Documents ...............................   66
       Section 8.15
          Use of Proceeds .................................................   66
       Section 8.16
          Guaranties ......................................................   66
       Section 8.17
          No Payments on the Subordinated Obligations .....................   67
       Section 8.18
          Changes in Management ...........................................   67
       Section 8.18
          Investments in Able International ...............................   67

ARTICLE 9
     EVENTS OF DEFAULT ....................................................   67
       Section 9.1
          Payments ........................................................   67
       Section 9.2
          Covenants Without Notice ........................................   67


<PAGE>


       Section 9.3
          Other Covenants .................................................   67
       Section 9.4
          Representations .................................................   68
       Section 9.5
          Non-Payments of Other Indebtedness ..............................   68
       Section 9.6
          Defaults Under Other Agreements .................................   68
       Section 9.7
          Bankruptcy ......................................................   68
       Section 9.8
          ERISA ...........................................................   69
       Section 9.9
          Money Judgment ..................................................   69
       Section 9.10
          Ownership of Credit Parties .....................................   70
       Section 9.11
          Change in Control of Borrower ...................................   70
       Section 9.12
          Default Under Other Credit Documents ............................   70
       Section 9.13
          Attachments .....................................................   70
       Section 9.14
          Material Adverse Effect .........................................   70

ARTICLE 10
     THE AGENT ............................................................   71
       Section 1O.1
          Appointment of Agents ...........................................   71
       Section 10.2
          Nature of Duties of Agents ......................................   71
       Section 10.3
          Lack of Reliance on the Agents ..................................   72
       Section 10.4
          Certain Rights of the Agents ....................................   72
       Section 10.5
          Reliance by Agents ..............................................   73
       Section 10.6
          Indemnification of Agents .......................................   73
       Section 10.7
          The Agents in their Individual Capacity .........................   73
       Section 10.8
          Holders of Notes ................................................   74
       Section 10.9
          Successor Agents ................................................   74
       Section 10.10
          Agents in Individual Capacity ...................................   75


<PAGE>



       Section 10.11
          Administrative Agent's Perfection of Security Interest ..........   75

ARTICLE 11 
     MISCELLANEOUS ........................................................   75
       Section 11.1
          Notices .........................................................   75
       Section 11.2
          Amendments Etc. .................................................   75
       Section 11.3
          No Waiver Remedies ..............................................   75
       Section 11.4
          Payment of Expenses, Etc. .......................................   76
       Section 11.5
          Right of Setoff .................................................   78
       Section 11.6
          Benefit of Agreement ............................................   78
       Section 11.7
          Governing Law, Submission to Jurisdiction .......................   81
       Section 11. 8
          Independent Nature of Lenders' Rights ...........................   82
       Section 11.9
          Collateral to Benefit All Lenders ...............................   82
       Section 11.10
          Counterparts ....................................................   82
       Section 11.11
          Effectiveness; Survival .........................................   82
       Section 11.12
          Severability ....................................................   83
       Section 11.13
          Independence of Covenants .......................................   83
       Section 11.14
          Change in Accounting Principles, Fiscal Year or Tax Laws ........   83
       Section 11.15
          Headings Descriptive; Entire Agreement ..........................   84
       Section 11.16
          Time is of the Essence ..........................................   84
       Section 11.17
          Usury ...........................................................   84
       Section 11.18
          Construction ....................................................   84


<PAGE>

                                   SCHEDULES

Schedule 6.1                  Organization and Ownership of Subsidiaries 
Schedule 6.4                  Tax Filings and Payments
Schedule 6.5                  Pending and Threatened Litigation
Schedule 6.7                  Capitalized Lease Obligations
Schedule 6.11                 Employee Benefit Matters
Schedule 6.13                 Outstanding Debt Defaults, Refinanced 
                                   Indebtedness
Schedule 6.14                 Conflicting Agreements
Schedule 6.15(a)              Environmental Compliance 
Schedule 6.15(b)              Environmental Notices
Schedule 6.15(c)              Environmental Permits 
Schedule 6.15(d)              Equal Employment and Employee Safety 
Schedule 6.17                 Intellectual Property Matters
Schedule 6.21                 Labor and Employment Matters
Schedule 6.22                 Intercompany Loans 
Schedule 6.23                 Restrictions
Schedule 6.26                 Places of Business
Schedule 6.30                 Stock Redemption
Schedule 6.32                 Investments
Schedule 6.33                 Real Estate 
Schedule 6.34                 Leases
Schedule 8.1 (b)              Permitted Debt
Schedule 8.2                  Permitted Liens 
Schedule 9.11                 Inside Shareholders

 
                                    EXHIBITS

Exhibit A                Form of Assignment and Acceptance
Exhibit B                Form of Subsidiary Guaranty Agreement
Exhibit C                Form of Contribution Agreement
Exhibit D                International Group
Exhibit E                Form of Revolving Credit Note
Exhibit F                Form of Security Agreement
Exhibit G                Form of Supplement to Security Agreement
Exhibit H                Form of Request for Extension of Termination Date
Exhibit I                Form of Closing Certificate
Exhibit J                Form of Opinion of Borrower's Counsel
Exhibit K                Form of Joinder
Exhibit L                Form of Supplement to Subsidiary Guaranty Agreement
Exhibit M                Form of Supplement to Contribution Agreement
Exhibit N                Form of Assignment of Leases


<PAGE>


                   SENIOR SECURED REVOLVING CREDIT AGREEMENT

     THIS SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of April 6, 1998
(the "Agreement"). by and among ABLE TELCOM HOLDING CORP., a Florida
corporation, ("Borrower"), SUNTRUST BANK, SOUTH FLORIDA, NATIONAL ASSOCIATION,
a national banking association ("STSF" or "Administrative Agent"), and BANK OF
AMERICA, FSB ("BAFSB" or "Syndication Agent") (STSF and BAFSB are sometimes
collectively referred to as the "Lenders" and, individually, a "Lender"; the
Syndication Agent and the Administrative Agent are sometimes collectively
referred to as the "Agents").

                              W I T N E S S E T H:

     THAT for and in consideration of the mutual covenants made herein, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be legally bound,
agree as follows:

                                   ARTICLE 1.

                            DEFINITIONS: CONSTRUCTION

     Section 1.1. DEFINITIONS. As used in this Agreement, and in any instrument,
certificate, document or report delivered pursuant thereto, the following terms
shall have the following meanings (to be equally applicable to both the
singular and plural forms of the term defined):

          "ACCOUNT" shall mean any right of any Obligor, whether or not earned
by performance, to payment for goods or other property sold or leased or for
services rendered that is not evidenced by an Instrument or Chattel Paper,
including, without limitation:

          (a) all presently owned and hereafter acquired receivables, including
all open accounts, contract rights, notes, drafts, acceptances, rental
receivables, installment payment obligations and other obligations for or rights
to the payment of money created by any Obligor or acquired by any Obligor from
others;

          (b) all cash and non-cash proceeds thereof, and all contracts,
documents, invoices and other instruments evidencing the same; and

          (c) all collateral security therefor (including guaranties, mortgages,
or security interests) and all of the Obligors' rights and remedies in
connection with the Accounts or in connection with any property sold or leased
which is represented thereby.


<PAGE>


          "ADMINISTRATIVE AGENT" shall mean SunTrust Bank, South Florida,
National Association, as agent for the Lenders hereunder and under the other
Credit Documents, and each successor Administrative Agent.

          "ADVANCE" shall mean any principal amount advanced and remaining
outstanding at any time under the Revolving Loans which Advance shall be made or
outstanding as a Base Rate Advance or LIBOR Advance.

          "AFFILIATE" of any Person means any other Person directly or
indirectly controlling, controlled by, or under common control with, such
Person, whether through the ownership of voting securities, by contract or
otherwise. For purposes of this definition, "control" (including with
correlative meanings, the terms "controlling", "controlled by", and "under
common control with") as applied to any Person, means the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of that Person.

          "AGREEMENT" shall mean this Senior Secured Revolving Credit Agreement,
either as originally executed or as it may be from time to time supplemented,
amended, restated, renewed or extended and in effect.

          "AGREEMENT NOT TO ENCUMBER" shall mean an agreement from an Obligor to
the Administrative Agent, in form and substance acceptable to the Administrative
Agent, pursuant to which the Obligor which is the owner of a parcel of Real
Estate agrees not to place or allow Liens on that Real Estate other than
Permitted Liens.

          "APPLICABLE MARGIN" shall mean:

<TABLE>
<CAPTION>

          The percentage designated below based on the Borrower's Total Debt to
     EBITDA Ratio:

Total Debt/EBITDA                                                Applicable Margin
-----------------                                                -----------------

                                                    LIBOR Advances     Base Rate Advances     Commitment Fee
                                                    --------------     ------------------     --------------
<S>                                                 <C>                <C>                    <C>   
       /greater than or equal to/3.00                   2.50%               0.25%                  0.375%
       ------------------------------                  -----               -----                  ------
/greater than/2.50 and /less than/3.00                  2.25%               0.00%                  0.375%
--------------------------------------                 -----               -----                  ------
/greater than/1.50 and /less than or equal to/2.50      2.00%               0.00%                  0.25%
--------------------------------------                 -----               -----                  ------
      /less than or equal to/1.50                       1.75%               0.00%                  0.25%
      ---------------------------                      -----               -----                  ------
</TABLE>


      PROVIDED, HOWEVER, that adjustments to the Applicable Margin based on
      changes in the Total Debt TO EBITDA Ratio as set forth above shall be
      calculated by the Administrative Agent quarterly, based upon the
      Borrower's financial statements for the period comprised of four (4)
      fiscal quarters of Borrower most recently ended, and shall become
      effective on the Business Day on which the financial

                                       -2-


<PAGE>


     statements reflecting such change in the Total Debt to EBITDA Ratio are
     delivered to the Administrative Agent.

          "ASSIGNMENTS" shall mean the assignments of the Leases in the form of
the Assignments of Leases attached hereto as EXHIBIT N.

          "ASSIGNMENT AND ACCEPTANCE" shall mean an assignment and acceptance
entered into by a Lender and an Eligible Assignee in accordance with the terms
of this Agreement and substantially in the form of EXHIBIT A.

          "BANKRUPTCY CODE" shall mean The Bankruptcy Code of 1978, as amended
and in effect from time to time (11 U.S.C. ss.5101 ET SEQ.).

          "BASE RATE" shall mean (with any change in the Base Rate to be
effective as of the date of change of the following rates) the greater of the
rate which Administrative Agent announces from time to time as its prime lending
rate, as in effect from time to time (the "Prime Rate") or (b) the Federal Funds
Rate, as in effect from time to time, PLUS one-half of one percent (0.50%) per
annum. The Administrative Agents Prime Rate is a reference rate and does not
necessarily represent the lowest or best rate charged borrowing customers of the
Administrative Agent. The Administrative Agent may make commercial loans or
other loans at rates of interest at, above or below the Administrative Agent's
Prime Rate.

          "BASE RATE ADVANCE" shall mean an Advance made or outstanding and
bearing interest based on the Base Rate.

          "BORROWING" shall mean the incurrence by Borrower under the Facility
of Advances of one Type concurrently (and, for LIBOR Advances, having the same
Interest Period) or the continuation or conversion of an existing Borrowing or
Borrowings in whole or in part.

          "BUSINESS DAY" shall mean any day other than Saturday, Sunday or a
day on which Administrative Agent is or is authorized to be closed pursuant to
authorization or requirement of law.

          "CAPITAL STOCK" of any Person shall mean any shares, equity or profits
interests, participations or other equivalents (however designated) of capital
stock and any rights, warrants or options, or other securities convertible into
or exercisable or exchangeable for any such shares, equity or profits interest,
participations or other equivalents, directly or indirectly (or any equivalent
ownership interest, in the case of a Person which is not a corporation).

          "CAPITALIZED LEASE OBLIGATIONS" shall mean all lease obligations which
have been or are required to be, in accordance with GAAP, capitalized on the
books of the lessee.

          "CERCLA" has the meaning set forth in Section 6.15 of this Agreement.


                                      -3-

<PAGE>


          "CHATTEL PAPER" shall mean a writing or writings that evidence both a
monetary obligation and a security interest in or a lease of specified goods.

          "CLOSING DATE" shall mean the date on or before April 30, 1998, on
which the initial Loans are made and the conditions set forth in Article 5 are
satisfied or waived in accordance with Section 5.1.

          "CODE" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

          "COLLATERAL" shall mean (a) a first, perfected security interest
(subject to the Permitted Liens) in (i) all the intangible and tangible personal
property assets of the Obligors, including Accounts, Chattel Paper, Documents,
Equipment, Instruments, Intangible Assets and Inventory, whether now owned or
hereafter existing or acquired, wherever located, (ii) all Leases, and (iii) all
property of the Obligors now or at any time hereafter in the possession of the
Administrative Agent or the Syndication Agent or any of their Affiliates in any
capacity whatsoever, including but not limited to, deposit balances, accounts,
items, certificates of deposit or monies, and (b) proceeds of the foregoing, all
as more particularly described in the Security Documents, together with all
other property of any type at any time pledged or assigned to the Administrative
Agent and/or the Lenders as collateral for the Obligations.

          "COLLATERAL ASSIGMENTS" shall mean the Collateral Assigments of
Lease executed by an Obligor in favor of the Administrative Agent and the
Lenders assigning the Obligor's leasehold interest in the Leases as collateral
for the Loans.

          "COMMITMENT" shall mean, for any Lender at any time, its Revolving
Loan Commitment.

          "CONSENT OF LESSOR" shall mean the written agreement to the
Administrative Agent by a landlord under any Lease to which any Obligor is a
party by which said landlord agrees that any landlord's lien, security interest,
or any other encumbrance which the landlord may at any time have in or to any
property of the Obligor as a tenant under such Lease is subordinate in all
respects to the lien granted the Administrative Agent, on behalf of the Lenders,
in any personal property of said Obligor, which consent or waiver shall be in
form acceptable to the Administrative Agent

          "CONSOLIDATED COMPANIES" shall mean, collectively, Borrower and all
of its Subsidiaries.

          "CONSOLIDATED INTEREST EXPENSE" shall mean, for any fiscal period of
Borrower, total interest expense (including without limitation, interest
expense attributable to capitalized leases) of the Consolidated Companies on a
consolidated basis.

                                      -4-

<PAGE>


          "CONSOLIDATED NET INCOME (LOSS)" shall mean, for any fiscal period of
Borrower, the net income (or loss) of the Consolidated Companies on a
consolidated basis for such period (taken as a single accounting period);
PROVIDED THAT there shall be excluded therefrom (i) any items of gain or loss
resulting from the sale of assets other than in the ordinary course of business;
and (ii) the income (or loss) of any party accrued prior to the date such party
becomes a Subsidiary of Borrower or is merged into or consolidated with Borrower
or any of its Subsidiaries, or such party's assets are acquired by the Borrower
or any of its Subsidiaries.

          "CONSOLIDATED NET WORTH" shall mean, for any period of determination,
the net worth of the Consolidated Companies on a consolidated basis, determined
in accordance with GAAP plus the Series A Convertible Preferred Stock of
Borrower.

          "CONTRACTUAL OBLIGATION" of any Person shall mean any provision of
any security issued by such Person or of any agreement, instrument or
undertaking under which such Person is obligated or by which it or any of the
property owned by it is bound.

          "COVENANT COMPLIANCE CERTIFICATE" shall mean a certificate, in form
and content satisfactory to the Administrative Agent, which shall (a) set forth
the various financial covenants and ratios which the borrower is required to
comply with during the term of this Agreement, (b) contain calculations
reflecting whether or not the Borrower is in compliance with each such financial
covenant or ratio requirement, (c) contain a statement as to whether or not the
Borrower is in default under this Agreement or any of the other Credit Documents
and, if the Borrower is in default, such statement shall indicate the nature
thereof as well as the steps which Borrower proposes to take in order to cure
said default, and (d) be certified to be true and correct by an Executive
Officer of the Borrower acceptable to the Administrative Agent.

          "CREDIT DOCUMENTS" shall mean, collectively, the Agreement, as
amended from time to time, the Notes, the Guaranty Agreements, all other
Guaranty Documents, the Hedging Agreements, and the Security Documents, together
with all other documents, agreements, certificates, schedules, notes, statements
and opinions, however described, referenced herein or delivered pursuant hereto
or in connection with or arising out of the Loans or the transactions
contemplated by this Agreement.

          "CREDIT PARTIES" shall mean, collectively, each of Borrower, the
Guarantors, and every other Person who from time to time executes a Credit
Document with respect to all or any portion of the Obligations.

          "DEFAULT" shall mean any condition or event which, with notice or
lapse of time or both, would constitute an Event of Default.

          "DEFAULT RATE" shall mean the interest rate otherwise applicable to
each Advance plus two percent (2%), provided that, for each LIBOR Advance, at
the end of the Interest Period applicable to such Advance, the interest rate
shall be the Base Rate plus the Applicable Margin plus two percent (2%), but in
no event shall such interest rate exceed the highest lawful rate.

                                      -5-

<PAGE>


          "DOCUMENT" shall mean any now owned or hereafter acquired bill of
lading, dock warrant, dock receipt, warehouse receipt or order for the delivery
of goods, and also any other document, whether negotiable or non-negotiable,
that in the regular course of business of financing is treated as
adequately evidencing that the Person in possession of it is entitled to
receive, hold and dispose of the document and the goods it covers.

          "DOLLAR" and the sign "$" shall mean lawful money of the United
States of America.

          "EBITDA" shall mean, with respect to the Consolidated Companies on a
consolidated basis, for any period, the net income for such period, plus,
without duplication and to the extent reflected as charges in the statement of
net income for such period, the sum of (1) income taxes, (b) Consolidated
Interest Expense and (c) depreciation and amortization expense; provided,
however, with respect to any Person that becomes a Subsidiary of, or was merged
or consolidated into, the Borrower during such period, "EBITDA" shall also
include the EBITDA of such Person during such period and prior to the date of
such acquisition, merger or consolidation.

          "ELIGIBLE ASSIGNEE" shall mean (i) a commercial bank organized under
the laws of the United States, or any state thereof, having total assets in
excess of $1,000,000,000 or any commercial finance or asset based lending
Affiliate of any such commercial bank and (ii) any Lender or any Affiliate of
any Lender.

          "ENVIRONMENTAL LAWS" shall mean all federal, state, local and foreign
statutes and codes or regulations, rules or ordinances issued, promulgated, or
approved thereunder, and having the force of laws, now or hereafter in effect
(including, without limitation, those with respect to asbestos or asbestos
containing material or exposure to asbestos or asbestos containing material),
relating to pollution or protection of the environment and relating to public
health and safety, including, without limitation, those imposing liability or
standards of conduct concerning (i) emissions, discharges, releases or
threatened releases of pollutants, contaminants, chemicals or industrial toxic
or hazardous materials, substances or wastes, including without limitation, any
Hazardous Substance, petroleum including crude oil or any fraction thereof, any
petroleum product or other waste, chemicals or substances regulated by any
Environmental Law into the environment (including without limitation, ambient
air, surface water, ground water, land surface or subsurface strata), or (ii)
the manufacture, processing, distribution, use, generation, treatment, storage,
disposal, transport or handling of any Hazardous Substance, petroleum including
crude oil or any fraction thereof, any petroleum product or other waste,
chemicals or substances regulated by any Environmental Law, and (iii)
underground storage tanks and related piping, and emissions, discharges and
releases or threatened releases therefrom, such Environmental Laws to include,
without limitation (i) the Clean Air Act (42 U.S.C. ss.7401 ET SEQ.), (ii) the
Clean Water Act (33 U.S.C. ss.1251 ET SEQ.), (iii) the Resource Conservation and
Recovery Act (42 U.S.C. ss.6901 ET SEQ.), (iv) the Toxic Substances Control Act
(15 U.S.C. ss.2601 ET SEQ.) and (v) the

                                                        
                                      -6-

                                                        
<PAGE>


Comprehensive Environmental Response Compensation and Liability Act, as amended
by the Superfund Amendments and Reauthorization Act (42 U.S.C. ss.9601 ET SEQ.)

          "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended and in effect from time to time.

          "ERISA AFFILIATE" shall mean, with respect to any Person, each trade
or business (whether or not incorporated) which is a member of a group of which
that Person is a member and which is under common control within the meaning of
the regulations promulgated under Section 414 of the Code.

          "EVENT OF DEFAULT" shall have the meaning set forth in Article 9.

          "EQUIPMENT" shall mean all now existing and hereafter acquired goods
(other than Inventory) owned by an Obligor or used primarily in the business of
any Obligor, wherever located, including, but not limited to, machinery, motor
vehicles, rolling stock, furniture, furnishings, fixtures, leasehold
improvements, parts (including spare parts and repair parts) and tools, together
with all fittings, accessories, accessions, additions, modifications,
improvements, equipment and special tools now or hereafter affixed to any or any
part of the foregoing or used in connection with any part of the foregoing and
all replacements of any part thereof and all products and proceeds of any of the
foregoing.

          "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended from time to time, and any successor statute thereto.

          "EXECUTIVE OFFICER" shall mean with respect to any Person (other than
a Guarantor), the President, Vice Presidents, Chief Financial Officer,
Treasurer, Secretary and any Person holding comparable offices or duties, and
with respect to a Guarantor, the President, Chief Financial Officer or Treasurer
and any Person holding comparable offices or duties.

          "EXTENSION OF CREDIT" shall mean the making of a Loan or the
conversion of a Loan of one Type into a Loan of another Type.

          "FACILITY" or "FACILITIES" shall mean the Revolving Loan Commitments
and Loans.

          "FEDERAL FUNDS RATE" shall mean for any period, a fluctuating interest
rate per annum equal for each day during such period to the weighted average of
the rates on overnight Federal funds transactions with member banks of the
Federal Reserve System arranged by Federal funds brokers, as published for such
day (or, if such day is not a Business Day, for the next preceding Business Day)
by the Federal Reserve Bank of Atlanta, or, if such rate is not so published for
any day which is a Business Day, the average of the quotations for such day on
such transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by the Administrative Agent.

                                      -7-


<PAGE>


          "FEE LETTER" shall mean that certain engagement letter, dated February
4, 1998, entered into by and among the Administrative Agent, the Syndication
Agent, and the Borrower.

          "FINAL MATURITY DATE shall mean the date on which all commitments have
been terminated and all amounts outstanding under this Agreement have been
declared or have automatically become due and payable pursuant to the provisions
of Article 9.

          "FINANCING STATEMENTS" shall mean the financing statements permitted
under the UCC or any other state law for the purpose of perfecting or continuing
the Security Interest.

          "FIXED CHARGES" shall mean, with respect to the Consolidated Companies
on a consolidated basis for any period, the sum of Consolidated Interest
Expense, payments of Capital Lease Obligations, cash dividends and current
maturities of Funded Debt due in such period.

          "FUNDED DEBT" shall mean, without duplication, all indebtedness for
money borrowed, purchase money mortgages, capitalized leases, conditional sales
contracts and similar title retention debt instruments under which a
Consolidated Company is an obligor, 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 the option of the
obligor to a date beyond one year from such date plus all debt of other entities
or Persons, other than Subsidiaries, which has been guaranteed by the Borrower
or any Subsidiary or which is supported by a letter of credit issued for the
account of the Borrower or any Subsidiary. Funded Debt shall also include the
redemption amount with respect to any stock of the Borrower or its Subsidiaries
required to be redeemed within the next twelve months.

          "GAPP" shall mean generally accepted accounting principles set forth
in the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession, which are applicable to the circumstances as of the
date of determination.

          "GUARANTEED INDEBTEDNESS" shall mean, as to any Person, any obligation
of such Person guaranteeing any indebtedness, lease, dividend, or other
obligation ("primary obligation") of any other Person (the "primary obligor") in
any manner including, without limitation, any obligation or arrangement of such
Person (a) to purchase or repurchase any such primary obligation, (b) to advance
or supply funds (i) for the purchase or payment of any such primary obligation
or (ii) to maintain working capital or equity capital of the primary obligor or
otherwise to maintain the net worth or solvency or any balance sheet condition
of the primary obligor, (c) to purchase property, securities or services
primarily for the purpose of assuring the owner of any such primary obligation
of the ability of the primary obligor to make payment of such primary
obligation, or (d) to indemnify the owner of such primary obligation against
loss in respect thereof.

                                      -8-

<PAGE>


          "GUARANTORS" shall mean each and all of the Borrower's Subsidiaries
other than the members of the International Group.

          "GUARANTY AGREEMENTS" shall mean, collectively, the Subsidiary
Guaranty Agreement executed by each of the Guarantors in favor of the Lenders
and the Agents, substantially in the form of EXHIBIT B attached hereto as the
same may be amended, restated or supplemented from time to time, and the
Contribution Agreement executed by each of the Guarantors, substantially in the
form of EXHIBIT C, as the same may be amended, restated or supplemented from
time to time.

          "GUARANTY DOCUMENTS" shall mean, collectively, the Guaranty
Agreements, and each other guaranty agreement, mortgage, deed of trust, security
agreement, pledge agreement, or other security or collateral document
guaranteeing or securing the Obligations, as the same may be amended, restated,
or supplemented from time to time.

          "HAZARDOUS SUBSTANCES" has the meaning assigned to that term in
CERCLA.

          "HEDGING AGREEMENTS". shall mean the agreements required under Section
7.17.

          "INDEBTEDNESS" of any Person shall mean, without duplication (i) all
obligations of such Person which in accordance with GAAP would be shown on the
balance sheet of such Person as a liability (including, without limitation,
obligations for borrowed money and for the deferred purchase price of property
or services, and, obligations evidenced by bonds, debentures, notes or other
similar instruments); (ii) all rental obligations under Capitalized Lease
Obligations; (iii) all Guaranteed Indebtedness of such Person (including
contingent reimbursement obligations under undrawn letters of credit); (iv)
Indebtedness of others secured by any Lien upon property owned by such Person,
whether or not assumed; and (v) obligations or other liabilities under currency
contracts, interest rate hedging contracts, or similar agreements or
combinations thereof.

          "INSTRUMENT" shall mean a negotiable instrument or any other writing
that evidences a right to payment of money and is not itself a security
agreement or lease and is of a type that is in the ordinary course of business
transferred by delivery with any necessary endorsement or assignment.

          "INTANGIBLE ASSETS" shall mean any of a Person's personal property
(including choses in action) other than goods, Accounts, Chattel Paper,
Documents, Instruments and money and including, but not limited to all now owned
or hereafter acquired (i) deferred assets, other than prepaid insurance and
prepaid taxes, (ii) goodwill, manufacturing and processing rights, patents,
patent right licenses, franchises, permits, copyrights, trademarks, service
marks, trade names, trademark and trade name registrations and applications,
trade secrets, customer lists, tax refund claims, incentive payments, insurance
proceeds, experimental expenses and other similar assets which would be
classified as "intangible assets" under GAAP, (iii) treasury stock and any

                                      -9-

<PAGE>


write-up of the value of any assets after the date hereof unless in accordance
with GAAP, and (iv) all proceeds of any and all of the foregoing.

          "INTERCOMPANY LOANS" shall mean, collectively, (i) the loans more
particularly described on SCHEDULE 6.22 and (ii) those loans or other extensions
of credit made by any Consolidated Company to another Consolidated Company
satisfying the terms and conditions set forth in Section 8.5 or as may otherwise
be approved in writing by the Administrative Agent and the Required Lenders.

          "INTERNATIONAL GROUP" shall mean the Subsidiaries of Borrower listed
on Exhibit D and any Subsidiaries of those Subsidiaries.

          "INTEREST PERIOD" shall mean 1, 2, 3 or 6 months as selected by the
Borrower with respect to LIBOR Advances; provided, that (a) the first day of an
Interest Period must be a Business Day, (b) any Interest Period that would
otherwise end on a day that is not a Business Day shall be extended to the next
succeeding Business Day, unless such Business Day falls in the next calendar
month, in which case the Interest Period shall end on the next preceding
Business Day, and (c) Borrower may not elect an Interest Period which would
extend beyond the Termination Date.

          "INVENTORY" shall mean all of a Person's now owned and hereafter
acquired (a) goods, merchandise or personal property, wherever located, held for
sale or lease in the ordinary course of business or to be furnished under
contracts of service, (b) raw materials, (c) work in process, (d) materials used
or consumed in a Person's business, (e) materials or supplies used or usable in
manufacturing or processing, (f) packaging and shipping materials, (g)
inventory covered by a warehouse receipt, bill of lading or other negotiable or
non-negotiable Document and (h) returned or repossessed merchandise.

          "INVESTMENT" shall mean, when used with respect to any Person, any
direct or indirect advance, loan or other extension of credit (other than the
creation of receivables in the ordinary course of business) or capital
contribution by such Person (by means of transfers of property to others or
payments for property or services for the account or use of others, or
otherwise) to any Person, or any direct or indirect purchase or other
acquisition by such Person of, or of a beneficial interest in, capital stock,
partnership interests, bonds, notes, debentures or other securities issued by
any other Person.

          "LEASES" shall mean all leases of real property under which an Obligor
is the lessee.

          "LENDER" or "LENDERS" shall mean BAFSB, STSF, the other banks and
lending institutions listed on the signature pages hereof, and each assignee
thereof, if any, pursuant to Section 11.6.

                                      -10-

<PAGE>

          "LENDING OFFICE" shall mean for each Lender the office such Lender may
designate in writing from time to time to Borrower and the Administrative Agent
with respect to each Type of Loan.

          "LETTER OF CREDIT" OR "LETTERS OF CREDIT" shall mean any one or more
of the standby letters of credit issued at the request of and for the account of
the Borrower pursuant to Section 3.1 hereof, whether issued by or through the
actions of the Administrative Agent, as the same may be transferred, renewed,
modified, amended or restated from time to time in the manner provided therein.

          "LETTER OF CREDIT APPLICATION shall mean an application to the
Administrative Agent for the issuance of a Letter of Credit, in form and
substance satisfactory to the Administrative Agent.

          "LETTER OF CREDIT FEES" shall mean the fees to be paid to the
Administrative Agent for the issuance of Letters of Credit hereunder pursuant to
Section 4.5 hereof.

          "LETTER OF CREDIT OBLIGATIONS" shall mean, in respect of Letters of
Credit issued hereunder, the aggregate undrawn face amount of all such Letters
of Credit, plus the aggregate amount of all unreimbursed draws in respect of
such Letters of Credit.

          "LIBOR" shall mean, for any Interest Period, the offered rates for
deposits in U.S. dollars for a period comparable to the Interest Period
appearing on the Telerate Page 3750 as of 11:00 a.m., London time, on the day
that is two London banking days prior to the first day of the Interest Period.
If at least two such rates appear on the Telerate Page 3750, the rate for that
Interest Period will be the arithmetic mean of such rates, rounded, if
necessary, to the next higher 1/16 of 1.0%; and in either case as such rates may
be adjusted for any applicable reserve requirements. If the foregoing rate is
unavailable from the Telerate Page 3750 for any reason, then such rate shall be
determined by the Administrative Agent from the Reuters Screen LIBOR Page or, if
such rate is also unavailable on such service, then on any other interest rate
reporting service of recognized standing designated in writing by the
Administrative Agent to Borrower and the Lenders; in any such case rounded, if
necessary, to the next higher 1/16 of 1.0%, if the rate is not such a multiple.

          "LIBOR ADVANCE" shall mean an Advance made or outstanding and bearing
interest based on LIBOR.

          "LIBOR LOAN" shall mean any Loan hereunder which bears interest at a
rate based on LIBOR.

          "LIEN" shall mean any mortgage, pledge, security interest,
encumbrance, lien or charge of any kind or description and shall include,
without limitation, any agreement to give any of the foregoing, any conditional
sale or other title retention agreement, any capitalized lease in the nature
thereof including any lease or similar arrangement with a public authority
executed in

                                      -11-

<PAGE>


connection with the issuance of industrial development revenue bonds or
pollution control revenue bonds, and the filing of or agreement to give any
financing statement under the Uniform Commercial Code of any jurisdiction.

          "LOAN" or "LOANS" shall mean, collectively, the Revolving Loans.

          "MARGIN REGULATIONS" shall mean Regulation G, Regulation T, Regulation
U and Regulation X of the Board of Governors of the Federal Reserve System, as
the same may be in effect from time to time.

          "MARGIN STOCK" shall mean any "margin stock" within the meaning of
Regulation G of the Board of Governors of the Federal Reserve System (12 CFR
Part 207).

          "MATERIAL ADVERSE EFFECT" shall mean a material adverse effect upon,
or a material adverse change in, any of the (i) business, results of operations,
properties, or financial condition of the Consolidated Companies taken as a
whole, (ii) legality, validity, binding effect or enforceability of any Credit
Document, or (iii) ability of the Credit Parties to perform their obligations
under the Credit Documents.

          "MOODY'S" shall mean Moody's Investors Service, Inc. and its
successors, and assigns.

          "MULTIEMPLOYER PLAN" shall have the meaning set forth in Section
4001(a)(3) of ERISA.

          "NET PROCEEDS" shall mean, with respect to any asset sale, all cash
received in connection with the sale, including (i) cash proceeds collected
pursuant to a promissory note, a receivable or otherwise (other than interest
payable thereon), and (ii) with respect to asset sales resulting from the loss,
damage, destruction or taking of property, the proceeds of insurance settlements
and condemnation awards (other than the portion of the proceeds of such
settlements and such awards that are used to repair, replace, improve or restore
the item of property in respect of which such settlement or award was paid
provided that the recipient of such proceeds enters into a binding contractual
obligation to effect such repair, replacement, improvement or restoration within
six months of such loss, damage or destruction and completes such repair,
replacement, improvement or restoration within twelve months of such loss,
damage, destruction or taking) as and when received in cash, in either case,
received by any Consolidated Company as a result of or in connection with such
transaction, net of reasonable sale expenses, fees commissions incurred, and
taxes paid or expected to be payable within the succeeding twelve month period
in connection therewith, and net of any payment required to be made with respect
to the outstanding principal amount of, premium or penalty, if any, and interest
on Indebtedness (other than the Loans) secured by a Lien (to the extent
permitted by Section 8.1) upon the asset sold in such asset sale.

                                      -12-

<PAGE>


          "NOTE OR "NOTES" shall mean, individually, or collectively, as the
context may require, any of the Revolving Credit Notes, either as originally
executed or as the same may be from time to time supplemented, modified,
amended, renewed, extended or replaced.

          "NOTICE OF BORROWING" shall have the meaning provided in Section 4.1.

          "NOTICE OF CONVERSION/CONTINUATION" shall have the meaning provided in
Section 4.1.

          "OBLIGATI0NS" shall mean all amounts owing to the Agents or any Lender
pursuant to the terms of this Agreement or any other Credit Document, including
without limitation, all Loans (including all principal and interest payments due
thereunder), fees, expenses, indemnification and reimbursement payments,
indebtedness, liabilities, and obligations of the Credit Parties, direct or
indirect, absolute or contingent, liquidated or unliquidated, now existing or
hereafter arising, together with all renewals, extensions, modifications or
refinancings thereof.

          "OBLIGOR" shall mean the Borrower or a Restricted Subsidiary.

          "OBIIGORS" shall mean the Borrower and the Restricted Subsidiaries
collectively.

          "PAYMENT OFFICE" shall mean the office of the Administrative Agent
located at SunTrust Bank, South Florida, National Association, 501 East Las Olas
Boulevard, Ft. Lauderdale, Florida 33301, Attn: Corporate Banking Department 7th
Floor; or such other location as may be designated by the Administrative Agent
from time to time in writing.

          "PBGC" shall mean the Pension Benefit Guaranty Corporation, and any
successor thereto.

          "PERMITTED ACQUISITION" shall mean the acquisition by the Borrower or
any existing or newly formed Subsidiary of the Borrower of the capital stock,
assets and properties and/or business of any unaffiliated Person, whether
through purchase of capital stock, assets, merger, consolidation or like
combination which is consummated with the written consent of the Required
Lenders, which consent may be withheld by the Required Lenders in their sole and
absolute discretion.

          "PERMITTED DEBT" shall mean (a) the Obligations, (b) any other
Indebtedness listed on SCHEDULE 8.1(b) attached hereto, and (c) any other
Indebtedness to which the Administrative Agent and the Required Lenders have
given their prior written consent.

          "PERMITTED LIENS" shall mean those Liens expressly permitted by
Section 8.2 hereof.

                                      -13-

<PAGE>


          "PERSON" shall mean and shall include an individual, a partnership, a
joint venture, a corporation, a trust, an unincorporated association, a
government or any department or agency thereof and any other entity whatsoever.

          "PLACES OF BUSINESS" shall mean those locations owned or leased by any
Obligor or at which any assets of any Obligor are located, as set forth in
SCHEDULE 6.26 hereto.

          "PLAN" shall mean any employee benefit plan, program, arrangement,
practice or contract, maintained by or on behalf of the Borrower or an ERISA
Affiliate, which provides benefits or compensation to or on behalf of employees
or former employees, whether formal or informal, whether or not written,
including but not limited to the following types of plans:

          (i) EXECUTIVE ARRANGEMENTS - any bonus, incentive compensation, stock
     option, deferred compensation, commission, severance, "golden parachute"
     "rabbi trust", or other executive compensation plan, program, contract,
     arrangement or practice;

          (ii) ERISA PLANS - any "employee benefit plan" (as defined in Section
     3(3) of ERISA), including, but not limited to, any defined benefit pension
     plan, profit sharing plan, money purchase pension plan, savings or thrift
     plan, stock bonus plan, employee stock ownership plan, Multiemployer Plan,
     or any plan, fund, program, arrangement or practice providing for medical
     (including post-retirement medical), hospitalization, accident, sickness,
     disability, or life insurance benefits;

          (iii) OTHER EMPLOYEE FRINGE BENEFITS - any stock purchase, vacation,
     scholarship, day care, prepaid legal services, severance pay or other
     fringe benefit plan, program, arrangement, contract or practice.

          "PRO RATA SHARE" shall mean, with respect to the Commitnent of each
Lender, each Loan to be made by and each payment (including, without limitation,
any Payment of principal, interest or fees) to be made to each Lender, the
percentage designated as such Lender's Pro Rata Share of such Commitment, such
Loans or such payments, as applicable, set forth under the name of such Lender
on the respective signature page for such Lender, in each case as such pro Rata
Share may change from time to time as a result of assignments or amendments made
pursuant to this Agreement.

          "REAL ESTATE" shall mean any parcel or parcels of real property owned
by an Obligor.

          "REFINANCING INDEBTEDNESS" shall mean the outstanding balance under
the Term Loan, Revolving Credit and Security Agreement dated as of November 29,
1995 as modified by Modification of Term Loan, Revolving Credit and Security
Agreement dated as of May 30, 1996, Second Modification of Term Loan, Revolving
Credit and Security Agreement dated October,

                                      -14-

 <PAGE>


1996, Third Modification of Term Loan, Revolving Credit and Security Agreement
dated as of December 2, 1996, Fourth Modification of Term Loan, Revolving Credit
and Security Agreement dated February 28, 1997 and Fifth Modification of Term
Loan, Revolving Credit and Security Agreement dated June 1, 1997.

          "REGULATION D" shall mean Regulation D of the Board of Governors of
the Federal Reserve System, as the same may be in effect from time to time.

          "REQUIRED LENDERS" shall mean, at any time, Lenders holding at least
sixty percent (60%) of the then aggregate amount of the Revolving Loan
Commitments.

          "REQUIREMENT OF LAW" for any Person shall mean the articles or
certificate of incorporation and by-laws or other organizational or governing
documents of such Person, and any law, treaty, rule or regulation, or
determination of an arbitrator or a court or other governmental authority, in
each case applicable to or binding upon such Person or any of its property or to
which such Person or any of its property is subject.

          "RESTRICTED INVESTMENT" shall mean, at any time, all Investments
except the following:

          (a) Property (including, without limitation, real property and
     interests therein) to be used in the ordinary course of business and
     current assets arising from the sale of goods and services in the ordinary
     course of business of the Borrower and the Restricted Subsidiaries;

          (b) Investments in one or more Restricted Subsidiaries or any
     corporation (including, without limitation, any corporation acquired by the
     Borrower or any Restricted Subsidiary) that concurrently with such
     Investment becomes a Restricted Subsidiary and a Guarantor;

          (c) Investments in direct obligations of the United States of America,
     any agency thereof or obligations guaranteed by the United States of
     America, so long as such obligations are backed by the full faith and
     credit of the United States of America; PROVIDED that such obligations
     mature within three (3) years from the date of acquisition thereof;

          (d) Investments in any obligation of any state or municipality thereof
     given either of the two (2) highest ratings by at least one credit rating
     agency of recognized national standing and maturing within three (3) years
     from the date of acquisition;

          (e) Investments in certificates of deposit or banker's acceptances
     given one (1) of the two (2) highest ratings by at least one credit rating
     agency of recognized national standing, issued by a bank or trust company
     organized under the laws of the United States of America or any state
     thereof having capital, surplus and undivided profits aggregating

                                      -15-

<PAGE>


     at least Two Hundred Fifty Million Dollars ($250,000,000) and maturing
     within one (1) year from the date of acquisition;

          (f) Investments in money market mutual funds that invest solely in
     so-called "money market" instruments maturing not more than one year after
     the acquisition thereof and given one of the two (2) the highest ratings by
     at least one credit rating agency of recognized national standing;

          (g) Investments in commercial paper given one of the two (2) highest
     ratings by at least one credit rating agency of recognized national
     standing and maturing not more than two hundred seventy (270) days from the
     date of creation thereof;

          (h) investments in any Person to which Capital Stock or substantially
     all of assets of a member of the International Group is transferred or
     contributed, but solely to the extent made by contribution of, or in
     consideration of, such Capital Stock or assets, and no other property of
     the Borrower or any Restricted Subsidiary; and

          (i) equity Investments in members of the International Group, to the
     extent of the interest of the Borrower and the Restricted Subsidiaries on
     the date hereof. Investments shall be valued at cost less any net return of
     capital through the sale or liquidation thereof or other return of capital
     stock.

          "RESTRICTED PAYMENT" shall mean and includes:

          (a) any dividend or other distribution, direct or indirect, on account
     of any shares of Capital Stock of the Borrower now or hereafter
     outstanding, except a dividend payable solely in shares of common stock of
     the Borrower or dividends on Borrower's convertible preferred stock
     outstanding on the Closing Date pursuant to terms in effect on the Closing
     Date or (subject to compliance with Section 8.1(e)) in Capital Stock of a
     member of the International Group;

          (b) dividend or other distribution, direct or indirect, on account of
     any shares of Capital Stock of any Restricted Subsidiary, now or hereafter
     outstanding, except:

               (i) a dividend payable solely in shares of common stock of such
          Restricted Subsidiary; or

               (ii) to the extent that such dividend or distribution is,
          directly or indirectly payable to the Borrower;

          (c) any redemption, retirement, purchase or other acquisition, direct
     or indirect, of any shares of Capital Stock or option or warrant for
     Capital Stock of the

                                      -16-

<PAGE>


     Borrower now or hereafter outstanding (other than the retirement of options
     or warrants by virtue of the exercise or conversion thereof into common
     stock of Borrower);

          (d) any redemption, retirement, purchase or other acquisition, direct
     or indirect, of any shares of Capital Stock of any Restricted Subsidiary
     now or hereafter outstanding, except to the extent that such redemption,
     retirement, purchase or other acquisition is made from, and the payment in
     respect of such redemption, retirement, purchase or other acquisition is
     paid, directly or indirectly, to the Borrower;

          (e) any payment, whether in respect of principal, premium, interest,
     fees, expenses or otherwise, in respect of, or any redemption, retirement,
     purchase or other acquisition, direct or indirect, of, any Indebtedness
     owed by the Borrower or any Restricted Subsidiary to any Affiliate; and

          (f) any Restricted Investment.

          "RESTRICTED SUBSIDIARY" shall mean any present or future Subsidiary of
Borrower other than those in the International Group.

          "REUTERS SCREEN" shall mean, when used in connection with any
designated page and LIBOR, the display page so designated on the Reuter Monitor
Money Rates Service (or such other page as may replace that page on that service
for the purpose of displaying rates comparable to LIBOR).

         "REVOLVING CREDIT NOTES" shall mean, collectively, the promissory notes
evidencing the Revolving Loans in the form attached hereto as EXHIBIT E, either
as originally executed or as the same may from time to time be supplemented,
modified, amended, renewed, extended or replaced.

          "REVOLVING LOANS" shall mean, collectively, the revolving credit loans
made to Borrower by the Lenders pursuant to Section 2.1.

          "REVOLVING LOAN COMMITMENT" shall mean, at any time for any Lender,
the amount of such commitment set forth opposite such Lender's name on the
signature pages hereof, as the same may be increased or decreased from time to
time as a result of any reduction thereof pursuant to Section 2.3, any
assignment thereof pursuant to Section 11.6, or any amendment thereof pursuant
to Section 11.2, which amount shall include such Lender's Revolving Loans.

          "REVOLVING PERIOD" shall mean the period during the term of the
Revolving Loans, commencing on the date hereof and ending on the occurrence of
(i) an Event of Default (unless waived or cured) or (ii) the Termination Date,
whichever first occurs.

          "S & P" shall mean the Standard & Poor's Corporation and its
successors and assigns. 

                                      -17-

<PAGE>


          "SECURITY AGREEMENT" shall mean, collectively, that certain Security
Agreement executed by the Obligors in favor of the Administrative Agent,
substantially in the form of EXHIBIT F attached hereto granting a Security
Interest to the Administrative Agent for the benefit of the Lenders in the
Collateral, as the same may be supplemented from time to time in substantially
the form of EXHIBIT G attached hereto, executed by all new Subsidiaries of the
Borrower, or as otherwise amended, modified, supplemented, restated or replaced
from time to time.

          "SECURITY DOCUMENTS" shall mean the Security Agreement, the Financing
Statements, the Assignments, the Collateral Assignments, the Consents of
Lessor, the Agreements Not to Encumber, and all other documents, agreements,
instruments, assignments, financing statements, certificates of title, notices,
returns and other security instruments and records, however described or
denominated, now or hereafter created or existing, pledging or evidencing any
pledge of any property or assets, however described, to secure any or all of the
Obligations.

          "SECURITY INTEREST" shall mean the security interest granted to the
Administrative Agent, on behalf of the Lenders, in the Collateral pursuant to
the Security Documents.

          "SUBORDINATED DEBT" shall mean Indebtedness of Borrower and its
Subsidiaries subordinated to all obligations of Borrower and its Subsidiaries or
any other Credit Party arising under this Agreement, the Notes, the Security
Documents and the Guaranty Agreements on terms and conditions satisfactory in
all respects to the Administrative Agent and the Required Lenders, including
without limitation, with respect to interest rates, payment terms, maturities,
amortization schedules, covenants, defaults, remedies, and subordination
provisions, as evidenced by the written approval of the Administrative Agent and
Required Lenders.

          "SUBSIDIARY" shall mean, with respect to any Person, any corporation
or other entity (including, without limitation, partnerships, joint ventures,
and associations) regardless of its jurisdiction of organization or formation:

          (a)  organized under the laws of the United States of America or any
               jurisdiction thereof, Canada, any nation which is a member of the
               European Economic Community or any nation in Latin America;

          (b)  that conducts substantially all of its business and has
               substantially all of its tangible assets within the United States
               of America or any jurisdiction thereof, Canada, any nation which
               is a member of the European Economic Community or any nation in
               Latin America; and

          (c)  at least fifty percent (50%) of each class of the voting stock
               of which, and (other than in the case of a member of the
               International

                                      -18-
<PAGE>

               Group) one hundred percent (100%) of all of the stock and equity
               securities (except for voting stock that is not in any manner
               preferred in payments of dividends or liquidation) of which, is
               legally and beneficially owned by any one or more of Borrower and
               its Wholly-Owned Subsidiaries.

          "SYNDICATION AGENT" shall mean Bank of America, FSB, as syndication
agent and each successor syndication agent.

          "TAXES" shall mean any present or future taxes, levies, imposts,
duties, fees, assessments, deductions, withholdings or other charges of whatever
nature, including without limitation, income, receipts, excise, property, sales,
transfer, license, payroll, withholding, social security and franchise taxes now
or hereafter imposed or levied by the United States, or any state, local or
foreign government or by any department, agency or other political subdivision
or taxing authority thereof or therein and all interest, penalties, additions to
tax and similar liabilities with respect thereto.

          "TELERATE" shall mean, when used in connection with any designated
page and "LIBOR," the display page so designated on the Dow Jones Telerate
Service (or such other page as may replace that page on that service for the
purpose of displaying rates comparable to "LIBOR").

          "TERMINATION DATE" shall mean April 6, 2001 or such later date as may
be approved pursuant to Section 2.4.

          "TOTAL COMMITMENT" shall mean the sum of the Lenders' Commitments as
such Total Commitment may be reduced by voluntary reduction, prepayment or
nonrenewal of a Lender's Commitment as provided herein.

          "TOTAL DEBT" shall mean, with respect to the Consolidated Companies on
a consolidated basis, (a) any obligation for borrowed money; (b) any obligation
evidenced by bonds, debentures, notes or other similar instruments; (c) any
obligation to pay the deferred purchase price of property or for services (other
than in the ordinary course of business); (d) any Capitalized Lease Obligation;
(e) any obligation or liability of others secured by a Lien on property owned by
the Borrower or such Subsidiary, whether or not such obligation or liability is
assumed; (f) any obligation under any interest hedge agreement or foreign
exchange agreement; and (g) any letter of credit issued for the account of the
Borrower or such Subsidiary.

          "TOTAL DEBT TO EBITDA RATIO" shall mean the ratio of Total Debt to
EBITDA.

          "TOTAL SENIOR DEBT" shall mean the outstanding principal balance of
the Loans plus any Debt which is not Subordinated Debt.

                                      -19-
<PAGE>

          "TOTAL SENIOR DEBUT TO EBITDA RATIO" shall mean the ratio of Total
Senior Debt to EBITDA.

          "TYPE" of Borrowing shall mean a Borrowing consisting of Base Rate
Advances or LIBOR Advances.

          "WHOLLY OWNED SUBSIDIARY" shall mean any Subsidiary, all the stock or
ownership interest of every class of which, except directors' qualifying shares,
shall, at the time as of which any determination is being made, be owned by a
Person either directly or indirectly.

     SECTION 1.3. ACCOUNTING TERMS AND DETERMINATION. Unless otherwise defined
or specified herein, all accounting terms shall be construed herein, all
accounting determinations hereunder shall be made, all financial statements
required to be delivered hereunder shall be prepared, and all financial records
shall be maintained in accordance with GAAP.

     SECTION 1.4. OTHER DEFINITIONAL PROVISIONS.

          (a) Except as otherwise specified herein, references herein to any
     agreement or contract defined or referred to herein shall be deemed a
     reference to any such agreement or contract (and in the case of any
     instrument, any other instrument issued in substitution therefor) as the
     terms thereof may have been or may be amended, supplemented, waived or
     otherwise modified from time to time.

          (b) The words "hereof", "herein" and "hereunder" and words of similar
     import when used in this Agreement shall refer to this Agreement as a whole
     and not to any particular provision of this Agreement, and Article,
     Section, Schedule, Exhibit and like references are to this Agreement
     unless otherwise specified.

          (c) The singular pronoun, when used in this Agreement, shall include
     the plural and neuter shall include the masculine and the feminine.

          (d) All terms defined in this Agreement shall have the defined
     meanings when used in any Note or, except as otherwise expressly stated
     herein, any certificate, opinion, or other document delivered pursuant
     hereto.

     SECTION 1.5. EXHIBITS AND SCHEDULES. All Exhibits and Schedules attached
hereto are by reference made a part hereof.

                                      -20-
<PAGE>

                                   ARTICLE 2.

                                 REVOLVING LOANS

     SECTION 2.1. COMMITMENT; USE OF PROCEEDS.

          (a) Subject to and upon the terms and conditions herein set forth,
     each Lender severally agrees from time to time on and after the Closing
     Date, but during the Revolving Period, to make the Revolving Loans as
     provided in this Section. Borrower shall be entitled to repay and reborrow
     Revolving Loans in accordance with the provisions hereof.

          (b) The sum of the aggregate unpaid principal amount of any Lender's
     Revolving Loans outstanding shall not exceed at any time such Lender's
     Revolving Loan Commitment.

          (c) The sum of the aggregate unpaid principal amount of all Revolving
     Loans shall not exceed at any time the total Revolving Loan Commitment for
     all Lenders.

          (d) Each Revolving Loan shall at the option of Borrower, be made or
     continued as, or converted into, part of one or more Borrowings that shall
     consist entirely of Base Rate Advances or LIBOR Advances. The aggregate
     principal amount of each Borrowing of Revolving Loans comprised of LIBOR
     Advances shall be not less than $500,000 or a greater integral multiple of
     $100,000. The aggregate principal amount of each Borrowing of Revolving
     Loans comprised of Base Rate Advances shall be not less than $1,000,000 or
     greater integral multiples of $100,000. At no time shall the number of
     Borrowings of Revolving Loans comprised of LIBOR Advances outstanding under
     this Article exceed six (6); provided that, for the purpose of determining
     the minimum amount for Borrowings resulting from conversions or
     continuations, all Borrowings of Base Rate Advances under this Facility
     shall be considered as one Borrowing. The parties hereto agree that (i) the
     aggregate principal balance of the Revolving Loans of the Lenders as a
     group shall not exceed the sum of the Revolving Loan Commitments for each
     Lender, (ii) no Lender shall be obligated to make Revolving Loans in excess
     of the Revolving Loan Commitment of such Lender, (iii) at no time will the
     principal amount outstanding and/or requested for the acquisition of
     Equipment by the Obligors exceed Fifteen Million and no/100s Dollars
     ($15,000,000.00), and (iv) at no time shall the Letter of Credit
     Obligations exceed Two Million and no/100s Dollars ($2,000,000.00).

          (e) The proceeds of Revolving Loans shall be used solely to repay the
     Refinanced Indebtedness on the Closing Date, for working capital and for
     other general corporate purposes, including acquisitions, capital
     expenditures and equipment purchases of the Borrower and the Restricted
     Subsidiaries and advances to members of the International Group which shall
     comprise Restricted Payments. On the Closing Date

                                      -21-
<PAGE>

     proceeds of the Revolving Loans will be advanced to repay the Refinanced
     Indebtedness in full.

     SECTION 2.2. NOTES: REPAYMENT OF PRINCIPAL. 

          (a) Borrower's obligations to pay the principal of, and interest on,
     the Revolving Loans to each Lender shall be evidenced by the records of the
     Administrative Agent and such Lender and by the Revolving Credit Note
     payable to such Lender (or the assignor of such Lender) completed in
     conformity with this Agreement.

          (b) All outstanding principal amounts under the Revolving Loans shall
     be due and payable in full on the earlier of the Final Maturity Date or the
     Termination Date.

     SECTION 2.3. VOLUNTARY REDUCTION OF REVOLVING LOAN COMMITMENTS. Upon at
least five (5) Business Days' prior telephonic notice (promptly confirmed in
writing) to the Administrative Agent, Borrower shall have the right, without
premium or penalty, to terminate the Revolving Loan Commitments, in part or in
whole, provided that (i) any such termination shall apply to proportionately and
permanently reduce the Revolving Loan Commitments of each of the Lenders, (ii)
any partial termination pursuant to this Section shall be in an amount of at
least $1,000,000 and integral multiples of $1,000,000, and (iii) no such
reduction shall be permitted if prohibited or without payment of all costs
required to be paid hereunder with respect to a prepayment. If the aggregate
outstanding amount of the Revolving Loans exceeds the amount of the Revolving
Loan Commitments as so reduced, Borrower shall immediately repay the Revolving
Loans for the ratable account of the Lenders by an amount equal to such excess,
together with all accrued but unpaid interest on such excess amount and any
amounts due under Section 4.12 hereof

     SECTION 2.4. EXTENSION OF COMMITMENT. During the last forty-five (45)
calendar days prior to the Termination Date then in effect, the Borrower may
deliver to the Administrative Agent the Borrower's written request for a ninety
(90) day extension of such Termination Date substantially in the form of EXHIBIT
H hereto. The Administrative Agent, upon the consent of all the Lenders, shall
use its best efforts to respond in writing to the Borrower's request (whether
affirmatively by countersigning and returning such request to the Borrower, or
negatively by advising the Borrower that such extension will not be granted)
within thirty (30) days after the Administrative Agents receipt of such request;
PROVIDED, HOWEVER, the Administrative Agent shall have no obligation to grant
such extension and may decline to do so in its sole discretion, and FURTHER
PROVIDED, that the failure of the Administrative Agent to respond to the
Borrower's request shall be deemed to be a negative reply to the request for an
extension.

                                      -22-
<PAGE>

                                   ARTICLE 3.

                                LETTERS OF CREDIT

     SECTION 3.1. LETTERS OF CREDIT.

          (a) Subject to and upon the terms and conditions herein set forth, the
     Administrative Agent agrees from the Closing Date to the date which is
     thirty (30) days prior to the Termination Date, to issue for the account of
     the Borrower or the joint account of the Borrower and any Guarantor,
     Letters of Credit, and each Lender shall thereupon be deemed to have
     purchased a participation in each such Letter of Credit as provided in
     Section 3.4. Each Letter of Credit shall, except as otherwise expressly set
     forth in this Agreement, be a part of the Revolving Loan Commitments of
     each Lender according to its Pro Rata Share.

          (b) STANDBY LETTERS OF CREDIT. Each standby Letter of Credit shall (i)
     have an expiration date not later than the earlier of (A) one (1) year
     after the date of issuance of such Letter of Credit (which may include any
     provision providing for automatic extension of the term of such Letter of
     Credit for an additional period of time beyond one (1) year after the date
     of issuance) or (B) 30 days prior to the Termination Date, and (ii) be used
     for any corporate purpose allowed under this Agreement, including, without
     limitation, to secure any surety bond or any self-insurance program of the
     Borrower. Letters of Credit shall not be deemed to be outstanding Revolving
     Loans unless drawn upon but shall be deemed to be outstanding Indebtedness
     for purposes of any financial covenants in Section 7.8. At no time, without
     the prior written consent of the Administrative Agent and the Required
     Lenders, shall the aggregate amount of all standby Letter of Credit
     Obligations issued hereunder exceed $2,000,000.00. The amount of Letters of
     Credit issued shall reduce the available Revolving Loan Commitments of each
     Lender by a portion of the aggregate face amount of the Letters of Credit
     equal to that Lender's Pro Rata Share.

          (c) MANNER OF ISSUANCE. The Borrower shall submit to the
     Administrative Agent for each Letter of Credit a Letter of Credit
     Application in the Administrative Agent's standard form prior to noon (Ft.
     Lauderdale, Florida time) at least two Business Days before the requested
     date of issuance of a Letter of Credit. Said Letter of Credit Application
     shall be deemed to be a Notice of Borrowing by the Borrower. The right of
     the Borrower to obtain any Letters of Credit shall be subject to the same
     terms and conditions as the right of the Borrower to obtain any other
     Advance under this Agreement. The Administrative Agent shall give each
     Lender a written (which may be by telecopier) report of all Letters of
     Credit outstanding hereunder on a monthly basis. In the event there is a
     conflict between any provision in the Letter of Credit Application and this
     Agreement, the terms and provisions of this Agreement will prevail.

                                      -23-
<PAGE>

     SECTION 3.2. DRAWINGS UNDER LETTERS OF CREDIT.

          (a) Upon receipt by the Administrative Agent of any draft upon, or
     other notice of drawing under, a Letter of Credit, the Administrative Agent
     shall promptly give the Borrower written or telephone notice of the amount
     of such draft, of the Letter of Credit against which it is drawn and of the
     date upon which the Administrative Agent proposes to honor such draft.

          (b) Subject to the following sentence, the Borrower shall pay to the
     Administrative Agent, as a reimbursement obligation under the Letter of
     Credit Application, for the ratable account of the Lenders the amount of
     each drawing under a Letter of Credit on the date of such drawing. Subject
     to the requirement contained in Section 2.1, the Borrower may elect to
     repay the amount of such drawing with the proceeds of a Revolving Loan by
     delivering a Notice of Borrowing complying with Section 4.1 hereof. At the
     time any Letter of Credit is drawn upon the Lenders shall be deemed to have
     purchased from the Administrative Agent a participation in the
     reimbursement obligation of the Borrower, according to each Lender's Pro
     Rata Share.

          (c) The amount of any drawing under a Letter of Credit that is not
     paid on the date of drawing pursuant to paragraph (b) of this Section shall
     bear interest, payable on demand, from the date of such drawing until paid,
     at a rate per annum equal to the Default Rate for a Base Rate Advance on
     the date of such drawing.

          (d) The Borrower agrees that it shall be indebted to each Lender in an
     amount equal to the amount of each drawing paid by the Administrative Agent
     for the account of such Lender in accordance with the provisions of this
     Section.

          SECTION 3.3. GENERAL PROVISIONS AS TO LETTERS OF CREDIT.

          (a) LIMITATION ON ADMINISTRATIVE AGENT'S DUTY TO ISSUE LETTERS OF
     CREDIT. The Administrative Agent shall have no obligation to issue any
     Letter of Credit if (i) the aggregate undrawn face amount of Letters of
     Credit outstanding, after giving effect to the issuance of such Letter of
     Credit, would exceed any limit imposed on the Administrative Agent or any
     Lender by, or if the issuance of such Letter of Credit would otherwise
     cause a violation of, applicable law or any regulatory directive,
     interpretation or request, to which the Administrative Agent or such Lender
     is subject or such issuance thereof would exceed the limits provided in
     Section 2.1, or 3.1(b) above.

          (b) BORROWER'S OBLIGATION ABSOLUTE. The obligation of the Borrower to
     reimburse the Administrative Agent for the account of the Lenders, for each
     drawing under a Letter of Credit shall be irrevocable, shall not be subject
     to any qualification or exception whatsoever and shall be binding in
     accordance with the terms and conditions of

                                      -24-
<PAGE>

     this Agreement under all circumstances, including, without limitation the
     following circumstances:

               (i) any lack of validity or enforceability of this Agreement or
          any of the other Credit Documents;

               (ii) the existence of any claim, set-off, defense or right which
          the Borrower may have at any time against a beneficiary of any Letter
          of Credit or any transferee of any Letter of Credit (or any Person for
          whom any such transferee may be acting), the Administrative Agent, the
          Lenders or any other Person, whether in connection with this
          Agreement, or any Letter of Credit, the transactions contemplated
          herein or any unrelated transactions;
     
               (iii) any draft, certificate or any other document presented
          under any Letter of Credit proving to be forged, fraudulent, invalid
          or insufficient (unless, in each case, manifestly so) in any respect
          or any statement therein being untrue or inaccurate in any respect;

               (iv) the surrender or impairment of any security for the
          performance or observance of any of the terms of this Agreement or the
          other Credit Documents;

               (v) any failure of the Administrative Agent to provide notice to
          the Borrower of any drawing under any Letter of Credit; or

               (vi) the occurrence or continuance of any Default.

          (c) LIMITATION OF LIABILITY WITH RESPECT TO LETTERS OF CREDIT. As
     among the Borrower, any Guarantors, the Lenders, and the Administrative
     Agent, the Borrower and the Guarantors assume all risks of the acts and
     omissions of, or misuse of any Letter of Credit by, the beneficiaries of
     such Letter of Credit. Without limiting the foregoing, neither the
     Administrative Agent nor the Lenders shall be responsible for:

               (i) subject to subparagraph (iii) of this paragraph (c), the
          form, validity, sufficiency, accuracy, genuineness or legal effect of
          any draft, demand, application or other documents submitted by any
          party in connection with any Letter of Credit (but not including the
          Letter of Credit itself), even if such document should in fact prove
          to be in any and all respects invalid, insufficient, inaccurate,
          fraudulent or forged;

               (ii) the validity, genuineness or sufficiency of any instrument
          transferring or assigning or purporting to transfer or assign a Letter
          of

                                      -25-
<PAGE>

          Credit or the rights or benefits thereunder or proceeds thereof, in
          whole or in part, which may prove to be invalid or ineffective for any
          reason;

               (iii) failure of the beneficiary of a Letter of Credit to comply
          fully with the conditions required in order to draw upon such Letter
          of Credit to the extent that the documents presented in connection
          with a drawing manifestly comply with the terms of the Letter of
          Credit;

               (iv) errors, omissions, interruptions or delays in transmission
          or delivery of any messages by mail, cable, telegraph, telex or
          otherwise, whether or not they be in cipher;

               (v)  errors in interpretations of technical terms;

               (vi) any loss or delay in the transmission or otherwise of any 
          document required to make a drawing under any Letter of Credit or with
          respect to the proceeds thereof;

               (vii) the misapplication by the beneficiary of a Letter of Credit
          of the proceeds of any drawing under such Letter of Credit; or

               (viii) any consequences arising from causes beyond the control of
          the Administrative Agent or the Lenders, including, without
          limitation, any act or omission, rightfully or wrongfully of, any
          present or future governmental authority.

     None of the above circumstances shall affect, impair or prevent the vesting
     of any of the Administrative Agent's and the Lenders' rights or powers
     under this Section.

     SECTION 3.4. PARTICIPATION IN LETTERS OF CREDIT.

          (a) Simultaneously with the issuance by the Administrative Agent of
     any Letter of Credit, each Lender shall be deemed to have irrevocably and
     unconditionally purchased and received from the Administrative Agent
     without recourse or warranty, an undivided interest and participation in
     such Letter of Credit (including, without limitation, all obligations of
     the Borrower with respect thereto) and any security therefor or Guaranty
     thereto, equal to such Lender's Pro Rata Share of such Letter of Credit.

          (b) Each Lender hereby agrees that it shall pay to the Administrative
     Agent, prior to 1:00 P.M. (Eastern Time) on the date of each Letter of
     Credit drawing such Lender's Pro Rata Share of such Letter of Credit
     drawing; PROVIDED, that if the Borrower should pay in full or in part any
     Letter of Credit drawing on the date thereof with the proceeds of a
     Revolving Loan, the obligation of each Lender to pay to the Administrative

                                      -26-
<PAGE>

     Agent pursuant to this Section with respect to such drawing shall be
     reduced by an amount equal to such Lender's Pro Rata Share of such payment
     by the Borrower that is received by the Administrative Agent. Amounts paid
     in excess of the net amount so owed shall promptly be refunded by the
     Administrative Agent to such Lender.

          (c) The obligation of each Lender to pay to the Administrative Agent
     its Pro Rata Share of each Letter of Credit drawing, or of the amount
     thereof not repaid by the Borrower as described above, shall be
     irrevocable, unconditional, shall not be subject to any qualification or
     exception whatsoever and shall be binding in accordance with the terms and
     conditions of this Agreement under all circumstances, including, without
     limitation, the following circumstances:

               (i) any lack of validity or enforceability of this Agreement;

               (ii) the existence of any claim, set-off, defense or other right
          which the Borrower or any Lender may have at any time against the
          other, the Administrative Agent, any Lender or any other Person,
          whether in connection with this Agreement, the transactions
          contemplated herein or any unrelated transactions;

               (iii) any draft or any other document presented under this
          Agreement proving to be forged, fraudulent, invalid or insufficient in
          any respect or any statement therein being untrue or inaccurate in any
          respect, provided the documents presented in connection with a drawing
          manifestly comply with the terms of the Letter of Credit;

               (iv) the surrender or impairment of any security for the
          performance or observance of any of the terms of this Agreement; or

               (v) the occurrence or continuance of any Default

          (d) If any Lender shall fail to pay the amount of its participation in
     a Letter of Credit drawing on the date such amount is due in accordance
     with subparagraph (b) above, the Administrative Agent shall be deemed to
     have advanced finds on behalf of such Lender. Each such advance shall be
     secured by such Lender's participation interest, and the Administrative
     Agent shall be subrogated to such Lender's rights hereunder in respect
     thereof. Such advance may be repaid by application by the Administrative
     Agent of any payment which such Lender is otherwise entitled to receive
     under this Agreement. Any amount not paid by such Lender to the
     Administrative Agent hereunder shall bear interest for each day from the
     day such payment was due until such payment shall be paid in full at a rate
     per annum equal to the highest rate then payable by the Borrower under this
     Agreement.

                                      -27-
<PAGE>

                                   ARTICLE 4.

                               GENERAL LOAN TERMS
                                     
     section 4.1.  FUNDING NOTICES.

          (a) Whenever Borrower desires to make a Borrowing with respect to the
     Revolving Loan Commitments (other than one resulting from a conversion or
     continuation pursuant to Section 4.1(b)), it shall give the Administrative
     Agent prior written notice (or telephonic notice promptly confirmed in
     writing) of such Borrowing (a "Notice of Borrowing"), such Notice of
     Borrowing to be given prior to 11:00 A.M. (local time for the
     Administrative Agent) at its Payment Office (i) on the requested date of
     such Borrowing in the case of Revolving Loans comprised of Base Rate
     Advances, and (ii) three Business Days prior to the requested date of
     such Borrowing in the case of LIBOR Advances. Notices received after 11:00
     A.M. shall be deemed received on the next Business Day. Each Notice of
     Borrowing shall be irrevocable and shall specify the aggregate principal
     amount of the Borrowing, the date of Borrowing (which shall be a Business
     Day), whether the Borrowing is to consist of Base Rate Advances or LIBOR
     Advances and, in the case of LIBOR Advances, the Interest Period to be
     applicable thereto.

          (b) Whenever Borrower desires to convert all or a portion of an
     outstanding Borrowing under the Revolving Loans, which Borrowing consists
     of Base Rate Advances or LIBOR Advances, into one or more Borrowings
     consisting of Advances of another Type, or to continue outstanding a
     Borrowing consisting of LIBOR Advances for a new interest Period, it shall
     give the Administrative Agent at least three Business Days' prior written
     notice (or telephonic notice promptly confirmed in writing) of each such
     Borrowing to be converted into or continued as LIBOR Advances. Such notice
     (a "Notice of Conversion/Continuation") shall be given prior to 11:00
     A.M. (local time for the Administrative Agent) on the date specified at the
     Payment Office of the Administrative Agent Each such Notice of
     Conversion/Continuation shall be irrevocable and shall specify the
     aggregate principal amount of the Advances to be converted or continued,
     the date of such conversion or continuation, whether the Advances are being
     converted into or continued as LIBOR Advances and, in the case of LIBOR
     Advances, the Interest Period applicable thereto. If, upon the expiration
     of any Interest Period in respect of any Borrowing, Borrower shall have
     failed to deliver the Notice of Conversion/Continuation, Borrower shall
     be deemed to have elected to convert or continue such Borrowing to a
     Borrowing consisting of Base Rate Advances. So long as any Default or Event
     of Default shall have occurred and be continuing, no Borrowing may be
     converted into or continued (upon expiration of the current Interest
     Period) as LIBOR Advances. No conversion of any Borrowing of LIBOR Advances
     shall be permitted except on the last day of the Interest Period in
     respect thereof.

                                      -28-
<PAGE>

          (c) Without in any way limiting Borrower's obligation to confirm in
     writing any telephonic notice, the Administrative Agent and the Lenders may
     act without liability upon the basis of telephonic notice reasonably
     believed by the Administrative Agent or the Lender in good faith to be from
     Borrower prior to receipt of written confirmation.

          (d) The Administrative Agent shall promptly give each Lender notice
     by telephone (confirmed in writing) or by telex, telecopy or facsimile
     transmission of the matters covered by the notices given to the
     Administrative Agent pursuant to this Section with respect to the Revolving
     Loan Commitments.

     SECTION 4.2. DISBURSEMENT OF FUNDS.

          (a) No later than 1:00 P.M. (local time for the Administrative Agent)
     on the date of each Borrowing pursuant to the Revolving Loan Commitments
     (other than one resulting from a conversion or continuation pursuant to
     Section 4.1(b)), each Lender will make available its Pro Rata Share of
     the amount of such Borrowing in immediately available funds at the Payment
     Office of the Administrative Agent. The Administrative Agent will make
     available to Borrower the aggregate of the amounts (if any) so made
     available by the Lenders to the Administrative Agent in a timely manner by
     crediting such amounts to Borrower's demand deposit account maintained with
     the Administrative Agent or at Borrower's option, to effect a wire transfer
     of such amounts to Borrower's account specified by the Borrower, by the
     close of business on such Business Day. In the event that the Lenders do
     not make such amounts available to the Administrative Agent by the time
     prescribed above, but such amount is received later that day, such amount
     may be credited to Borrower in the manner described in the preceding
     sentence on the next Business Day (with interest on such amount to begin
     accruing hereunder on such next Business Day).

          (b) Unless the Administrative Agent shall have been notified by any
     Lender prior to the date of a Borrowing that such Lender does not intend to
     make available to the Administrative Agent such Leader's portion of the
     Borrowing to be made on such date, the Administrative Agent may assume that
     such Lender has made such amount available to the Administrative Agent on
     such date and the Administrative Agent may make available to Borrower a
     corresponding amount. If such corresponding amount is not in fact made
     available to the Administrative Agent by such Lender on the date of such
     Borrowing, the Administrative Agent shall be entitled to recover such
     corresponding amount on demand from such Lender together with interest at
     the Federal Funds Rate. If such Lender does not pay such corresponding
     amount forthwith upon the Administrative Agents demand therefor, the
     Administrative Agent shall promptly notify Borrower, and Borrower shall
     immediately pay such corresponding amount to the Administrative Agent
     together with interest at the rate specified for the Borrowing. Nothing in
     this subsection shall be deemed to relieve any Lender from its obligation
     to fund its Commitments hereunder or to prejudice any rights which
     Borrower may have against any Lender as a result of any default by such
     Lender hereunder.

                                      -29-
<PAGE>

          (c) All Borrowings under the Revolving Loan shall be loaned by the
     Lenders on the basis of their Pro Rata Share of the Revolving Loan
     Commitments. No Lender shall be responsible for any default by any other
     Lender in its obligations hereunder, and each Lender shall be obligated to
     make the Loans provided to be made by it hereunder, regardless of the
     failure of any other Lender to fund its Commitments hereunder.

     SECTION 4.3. INTEREST.

          (a) Borrower agrees to pay interest in respect of all unpaid principal
     amounts of the Revolving Loans from the respective dates such principal
     amounts were advanced to maturity (whether by acceleration, notice of
     prepayment or otherwise) at rates per annum (on the basis of a 360 day year
     for; actual days elapsed for LIBOR Advances and on the basis of a 365 day
     year for actual days elapsed for Base Rate Advances) equal to the
     applicable rates indicated below:

               (i) For Revolving Loan. Base Rate Advances--The Base Rate in
          effect from time to time plus the Applicable Margin; and

               (ii) For Revolving Loan LIBOR Advances--The applicable LIBOR
          plus the Applicable Margin.

          (b) Overdue principal (whether by non-payment at scheduled due date,
     acceleration, notice of prepayment or otherwise) and, to the extent not
     prohibited by applicable law, overdue interest, in respect of the Revolving
     Loans and all other overdue amounts owing hereunder, shall bear interest
     from each date that such amounts are overdue at the Default Rate.

          (c) Interest on each Loan shall accrue from and including the date of
     such Loan to but excluding the date of any repayment thereof, that, if a
     Loan is repaid on the same day made, one day's interest shall be paid on
     such Loan. Interest on all outstanding Base Rate Advances shall be payable
     monthly in arrears on the last calendar day of each calendar month.
     Interest on all outstanding LIBOR Advances shall be payable on the last day
     of each Interest Period applicable thereto, and, in the case of LIBOR
     Advances having an Interest Period in excess of three months, on each day
     which occurs every 3 months after the initial date of such Interest Period.
     Interest on all Loans shall be payable on any conversion of any Advances
     comprising such Loans into Advances of another Type, prepayment (on the
     amount prepaid), at maturity (whether by acceleration, notice of prepayment
     or otherwise) and, after maturity, on demand.

     SECTION 4.4. INTEREST PERIODS. In connection with the making or
continuation of, or conversion into, each Revolving Loan comprised of LIBOR
Advances, Borrower shall select an Interest Period to be applicable to such
LIBOR Advances; provided that:

                                      -30-
<PAGE>

          (a) The initial Interest Period shall commence on the date of such
     Borrowing (including the date of any conversion from a Borrowing consisting
     of Advances of another Type) and each Interest Period occurring
     thereafter in respect of such Borrowing shall commence on the day on which
     the next preceding Interest Period expires;

          (b) If any Interest Period would otherwise expire on a day which is
     not a Business Day, such Interest Period shall expire on the next
     succeeding Business Day, provided that if any Interest Period would
     otherwise expire on a day that is not a Business Day but is a day of the
     month after which no further Business Day occurs in such month, such
     Interest Period shall expire on the next preceding Business Day;

          (c) Any Interest Period which begins on a day for which there is no
     numerically corresponding day in the calendar month at the end of such
     Interest Period shall, subject to part (d) below, expire on the last
     Business Day of such calendar month;

          (d) No Interest Period shall extend beyond the Termination Date.

     SECTION 4.5.  FEES.

          (a) Borrower shall pay to the Administrative Agent on the Closing Date
     in accordance with the Fee Letter, for the account of and distribution to
     each Lender, a commitment fee equal to one quarter of one percent (.25%)
     of the aggregate amount of the Revolving Loan Commitments.

          (b) Borrower shall pay to the Administrative Agent in accordance with
     the Fee Letter, for the account of and distribution to the Lenders, a
     commitment fee, computed at an annual rate equal to that shown as the
     Commitment Fee on the grid incorporated into the definition of Applicable
     Margin, on the average daily unused portions of the Revolving Loan
     Commitment of each Lender, such fee being payable quarterly in on the last
     calendar day of each fiscal quarter of Borrower and on the Termination
     Date.

          (c) At the beginning of each fiscal quarter of Borrower, Borrower
     shall pay to the Administrative Agent, for the account of and distribution
     to each Lender, Lender's Pro Rata Share of a letter of credit fee equal to
     the aggregate face amount of the Letters of Credit then outstanding and
     undrawn times an annual rate equal to the Applicable Margin for LIBOR Loans
     on that date.

          (d) In addition to the foregoing fees, the Borrower shall pay to the
     Administrative Agent, for the Administrative Agent's account, such other
     administrative fees as may be customary in respect of Letter of Credit
     transactions together with all telecommunication fees and other expenses
     incurred by the Administrative Agent in connection with the issuance or
     honoring of any Letter of Credit issued for the Borrower's or Borrower's
     and any Guarantor's joint account.

                                      -31-
<PAGE>

     SECTION 4.6. VOLUNTARY PREPAYMENTS OF BORROWINGS.

          (a) Borrower may, at its option, prepay Borrowings consisting of Base
     Rate Advances at any time in whole, or from time to time in part, in
     amounts aggregating $100,000 or any greater integral multiple of $100,000,
     by paying the principal amount to be prepaid together with interest accrued
     and unpaid thereon to the date of prepayment. Those Borrowings consisting
     of LIBOR Advances may be prepaid, at Borrower's option, in whole, or from
     time to time in part, in the respective minimum amounts set forth in this
     Section by paying the principal amount to be prepaid, together with
     interest accrued and unpaid thereon to the date of prepayment, and all
     compensation payments pursuant to Section 4.12 if such prepayment is made
     on a date other than the last day of an Interest Period applicable thereto.
     Each such optional prepayment shall be applied in accordance with Section
     4.6(c) below.

          (b) Borrower shall give written notice (or telephonic notice confirmed
     in writing) to the Administrative Agent of any intended prepayment of the
     Revolving Loans (i) not less than one Business Day prior to any prepayment
     of Base Rate Advances, and (ii) not less than three Business Days prior to
     any prepayment of LIBOR Advances. Such notice, once given, shall be
     irrevocable. Upon receipt of such notice of prepayment pursuant to the
     first sentence of this paragraph (b), the Administrative Agent shall
     promptly notify each Lender of the contents of such notice and of such
     Lender's share of such prepayment

          (c) Borrower, when providing notice of prepayment pursuant to Section
     4.6(a) may designate the Types of Advances and the specific Borrowing or
     Borrowings which are to be prepaid, provided that (i) if any prepayment of
     LIBOR Advances made pursuant to a single Borrowing of the Revolving Loans
     shall reduce the outstanding Advances made pursuant to such Borrowing to an
     amount less than $500,000, such Borrowing shall immediately be converted
     into Base Rate Advances; and (ii) each prepayment made pursuant to a single
     Borrowing shall be applied pro rata among the Loans comprising such
     Borrowing. All voluntary prepayments shall be applied to the payment of any
     unpaid interest before application to principal.

     SECTION 4.7. PAYMENTS, ETC.

          (a) Except as otherwise specifically provided herein, all payments
     under this Agreement and the other Credit Documents shall be made without
     defense, set-off or counterclaim to the Administrative Agent, not later
     than 1:00 P.M. (local time for the Administrative Agent) on the date when
     due and shall be made in Dollars in immediately available funds at the
     respective Payment Office.

          (b) (i) All such payments shall be made free and clear of and without
     deduction or withholding for any Taxes in respect of this Agreement, the

                                      -32-
<PAGE>

     Notes or other Credit Documents, or any payments of principal, interest,
     fees or other amounts payable hereunder or thereunder (but excluding any
     Taxes imposed on the overall net income of the Lenders pursuant to the laws
     of the jurisdiction in which the principal executive office or appropriate
     Lending Office of such Lender is located). If any Taxes are so levied or
     imposed, Borrower agrees (A) to pay the full amount of such Taxes, and such
     additional amounts as may be necessary so that every net payment of all
     amounts due hereunder and under the Notes and other Credit Documents, after
     withholding or deduction for or on account of any such Taxes (including
     additional sums payable under this Section), will not be less than the full
     amount provided for herein had no such deduction or withholding been
     required, (B) to make such withholding or deduction and (C) to pay the full
     amount deducted to the relevant authority in accordance with applicable
     law. Borrower will furnish to the Administrative Agent and each Lender,
     within 30 days after the date the payment of any Taxes is due pursuant to
     applicable law, certified copies of tax receipts evidencing such payment by
     Borrower. Borrower will indemnify and hold harmless the Administrative
     Agent and each Lender and reimburse the Administrative Agent and each
     Lender upon written request for the amount of any Taxes so levied or
     imposed and paid by the Administrative Agent or Lender and any liability
     (including penalties, interest and expenses) arising therefrom or with
     respect thereto, whether or not such Taxes were correctly or illegally
     asserted. A certificate as to the amount of such payment by such Lender or
     the Administrative Agent, absent manifest error, shall be final, conclusive
     and binding for all purposes.

               (ii) Each Lender that is organized under the laws of any
     jurisdiction other than the United States of America or any State thereof
     (including the District of Columbia) agrees to furnish to Borrower and the
     Administrative Agent, prior to the time it becomes a Lender hereunder, two
     copies of either U.S. Internal Revenue Service Form 4224 or U.S. Internal
     Revenue Service Form 1001 or any successor forms thereto (wherein such
     Lender claims entitlement to complete exemption from or reduced rate of
     U.S. Federal withholding tax on interest paid by Borrower hereunder) and to
     provide to Borrower and the Administrative Agent a new Form 4224 or Form
     1001 or any successor forms thereto if any previously delivered form is
     found to be incomplete or incorrect in any material respect or upon the
     obsolescence of any previously delivered form: provided, however, that no
     Lender shall be required to furnish a form under this paragraph (ii) if it
     is not entitled to claim an exemption from or a reduced rate of withholding
     under applicable law. A Lender that is not entitled to claim an exemption
     from or a reduced rate of withholding under applicable law, promptly upon
     written request of Borrower, shall so inform Borrower in writing.

          (c) Except as otherwise provided in Section 4.4, whenever any payment
     to be made hereunder or under any Note shall be stated to be due on a day
     which is not a Business Day, the due date thereof shall be extended to the
     next succeeding Business Day

                                      -33-

<PAGE>

     and, with respect to payments of principal, interest thereon shall be
     payable at the applicable rate during such extension.

          (d) All computations of interest and fees shall be made on the basis
     of a year of 360 days for the actual number of days elapsed for LIBOR
     Advances and 365 days for Base Rate Advances (including the first day but
     excluding the last day) occurring in the period for which such interest or
     fees are payable (to the extent computed on the basis of days elapsed).
     Interest on Base Rate Advances shall be calculated based on the Base Rate
     from and including the date of such Loan to but excluding the date of the
     repayment or conversion thereof. Interest on LIBOR Advances shall be
     calculated as to each Interest Period from and including the first day
     thereof to but excluding the last day thereof. Each determination by the
     Administrative Agent of an interest rate or fee hereunder shall be made in
     good faith and, except for manifest error, shall be final, conclusive and
     binding for all purposes.

          (e) Payment by Borrower to the Administrative Agent in accordance with
     the terms of this Agreement shall, as to Borrower, constitute payment to
     the Lenders under this Agreement.

     SECTION 4.8. INTEREST RATE NOT ASCERTAINABLE, ETC. In the event that
the Administrative Agent shall have determined (which determination shall be
made in good faith and, absent manifest error, shall be final, conclusive and
binding upon all parties) that on any date for determining LIBOR for any
Interest Period, by reason of any changes arising after the date of this
Agreement adequate and fair means do not exist for ascertaining LIBOR then, and
in any such event the Administrative Agent shall forthwith give notice (by
telephone confirmed in writing) to Borrower and to the Lenders of such
determination and a summary of the basis for such determination. Until the
Administrative Agent notifies Borrower that the circumstances giving rise to
the suspension described herein no longer exist, the obligations of the Lenders
to make or permit portions of the Revolving Loans to remain outstanding past the
last day of the then current Interest Periods as LIBOR Advances shall be
suspended, and such affected Advances shall bear the same interest as Base Rate
Advances.

     SECTION 4.9. ILLEGALITY.

          (a) In the event that any Lender shall have determined (which
     determination shall be made in good faith and, absent manifest error,
     shall be final, conclusive and binding upon all parties) at any time that
     the making or continuance of any LIBOR Advance has become unlawful or
     impractical by compliance by such Lender in good faith with any applicable
     law, governmental rule, regulation, guideline or order (whether or not
     having the force of law and whether or not failure to comply therewith
     would be unlawful), then, in any such event, the Lender shall give prompt
     notice (by telephone confirmed in writing) to Borrower and to the
     Administrative Agent of such determination and a summary of the basis for
     such determination (which notice the Administrative Agent shall promptly
     transmit to the other Lenders).

                                      -34-
<PAGE>

          (b) Upon the giving of the notice to Borrower referred to in
     subsection (a) above, (i) Borrower's right to request and such Lender's
     obligation to make LIBOR Advances shall be immediately suspended, and such
     Lender shall make an Advance as part of the requested Borrowing of LIBOR
     Advances as a Base Rate Advance, which Base Rate Advance shall, for all
     other purposes, be considered part of such Borrowing, and (ii) if the
     affected LIBOR Advance or Advances are then outstanding, Borrower shall
     immediately, or if permitted by applicable law, no later than the date
     permitted thereby, upon at least one Business Day's written notice to the
     Administrative Agent and the affected Lender, convert each such Advance
     into a Base Rate Advance or Base Rate Advances, provided that if more than
     one Lender is affected at any time, then all affected Lenders must be
     treated the same pursuant to this Section.

     SECTION 4.10. INCREASED COSTS.

          (a) If, by reason of (i) after the date hereof, the introduction of or
     any change (including, without limitation, any change by way of imposition
     or increase of reserve requirements) in or in the interpretation of any law
     or regulation, or (ii) the compliance with any guideline or request from
     any central bank or other governmental authority or quasi-governmental
     authority exercising control over banks or financial institutions
     generally (whether or not having the force of law):

               (1) any Lender (or its applicable Lending Office) shall be
          subject to any tax, duty or other charge with respect to its LIBOR
          Advances or its obligation to make LIBOR Advances, or the basis of
          taxation of payments to any Lender of the principal of or interest on
          its LIBOR Advances or its obligation to make LIBOR Advances shall have
          changed (except for changes in the tax on the overall net income of
          such Lender or its applicable Lending Office imposed by the
          jurisdiction in which such Lender's principal executive office or
          applicable Lending Office is located); or

               (2) any reserve (including, without limitation, any imposed by
          the Board of Governors of the Federal Reserve System), special deposit
          or similar requirement against assets of, deposits with or for the
          account of, or credit extended by, any Lender's applicable Lending
          Office shall be imposed or deemed applicable or any other condition
          affecting its LIBOR Advances or its obligation to make LIBOR Advances
          shall be imposed on any Lender or its applicable Lending Office or the
          London interbank market or the United States secondary certificate of
          deposit market;

     and as a result thereof there shall be any increase in the cost to such
     Lender of agreeing to make or making, funding or maintaining LIBOR
     Advances, or there shall be a reduction in the amount received or
     receivable by such Lender or its applicable Lending Office with

                                      -35-

<PAGE>

     respect to LIBOR Advances, then Borrower shall from time to time (subject,
     in the case of certain Taxes, to the applicable provisions of Section
     4.7(b)), upon written notice from and demand by such Lender on Borrower
     (with a copy of such notice and demand to the Administrative Agent), pay to
     the Administrative Agent for the account of such Lender within five
     Business Days after the date of such notice and demand, additional amounts
     sufficient to indemnify such Lender against such increased cost. A
     certificate as to the amount of such increased cost, submitted to Borrower
     and the Administrative Agent by such Lender in good faith and accompanied
     by a statement prepared by such Lender describing in reasonable detail the
     basis for and calculation of such increased cost, shall, except for
     manifest error, be final, conclusive and binding for all purposes.

          (b) If any Leader shall advise the Administrative Agent that at any
     time, because of the circumstances described in clauses (i) or (ii) in
     paragraph (a) above or any other circumstances beyond such Lender's control
     arising after the date of this Agreement affecting such Lender or the
     London interbank market or such Lender's position in such market, LIBOR as
     determined by the Administrative Agent will not adequately and fairly
     reflect the cost to such Lender of funding its LIBOR Advances, then, and in
     any such event:

               (i) the Administrative Agent shall forthwith give notice (by
          telephone confirmed in writing) to Borrower and to the other Lenders
          of such advice;

               (ii) Borrower's right to request and such Lender's obligation to
          make or permit portions of the Loans to remain outstanding past the
          last day of the then current Interest Periods as LIBOR Advances shall
          be immediately suspended; and

               (iii) such Lender shall make a Loan as part of the requested
          Borrowing of LIBOR Advances as a Base Rate Advance, which such Base
          Rate Advance shall, for all other purposes, be considered part of such
          Borrowing.

                                      -36-

<PAGE>
     SECTION 4.11. LENDING OFFICES.

          (a) Each Lender agrees that, if requested by Borrower, it will use
     reasonable efforts (subject to overall policy considerations of such
     Lender) to designate an alternate Lending Office with respect to any of its
     LIBOR Advances affected by the matters or circumstances described in
     Sections 4.7(b), 4.8, 4.9 or 4.10 to reduce the liability of Borrower or
     avoid the results provided thereunder, so long as such designation is not
     disadvantageous to such Lender as determined by such Lender, which
     determination if made in good faith, shall be conclusive and binding on all
     parties hereto. Nothing in this Section shall affect or postpone any of the
     obligations of Borrower or any right of any Lender provided hereunder.

          (b) If any Lender that is organized under the laws of any jurisdiction
     other than the United States of America or any State thereof (including the
     District of Columbia) issues a public announcement with respect to the
     closing of its lending offices in the United States such that any
     withholdings or deductions and additional payments with respect to Taxes
     may be required to be made by Borrower thereafter pursuant to Section
     4.7(b), such Lender shall use reasonable efforts to furnish Borrower notice
     thereof as soon as practicable thereafter; provided, however, that no delay
     or failure to furnish such notice shall in any event release or discharge
     Borrower from its obligations to such Lender pursuant to Section 4.7(b) or
     otherwise result in any liability of such Lender.

     SECTION 4.12. FUNDING LOSSES. Borrower shall compensate each Lender, upon
its written request to Borrower (which request shall set forth the basis for
requesting such amounts in reasonable detail and which request shall be made in
good faith and, absent manifest error, shall be final, conclusive and binding
upon all of the parties hereto), for all losses, expenses and liabilities
(including, without limitation, any interest paid by such Lender to lenders of
funds borrowed by it to make or carry its LIBOR Advances, in either case to the
extent not recovered by such Lender in connection with the reemployment of such
funds and including loss of anticipated profits), which the Lender may sustain:
(i) if for any reason (other than a default by such Lender) a borrowing of, or
conversion to or continuation of, LIBOR Advances to Borrower does not occur on
the date specified therefor in a Notice of Borrowing or Notice of
Conversion/Continuation (whether or not withdrawn), (ii) if any repayment
(including mandatory prepayments and any conversions pursuant to Section 4.9(b))
of any LIBOR Advances to Borrower occurs on a date which is not the last day of
an Interest Period applicable thereto, or (iii) if, for any reason, Borrower
defaults in its obligation to repay its LIBOR Advances when required by the
terms of this Agreement.

     SECTION 4.13.. ASSUMPTIONS CONCERNING FUNDING OF LIBOR ADVANCES.
Calculation of all amounts payable to a Lender under this Article 4 shall be
made as though that Lender had actually funded its relevant LIBOR Advances
through the purchase of deposits in the relevant market bearing interest at the
rate applicable to such LIBOR Advances in an amount equal to the

                                      -37-

<PAGE>

amount of the LIBOR Advances and having a maturity comparable to the relevant
Interest Period and through the transfer of such LIBOR Advances from an offshore
office of that Lender to a domestic office of that Lender in the United States
of America; provided however, that each Lender may fund each of its LIBOR
Advances in any manner it sees fit and the foregoing assumption shall be used
only for calculation of amounts payable under this Article 4.

     SECTION 4.14. APPORTIONMENT OF PAYMENTS. Aggregate principal and interest
payments in respect of Loans and payments in respect of commitment fees shall be
apportioned among all outstanding Commitments and Loans to which such payments
relate, proportionately to the Lenders' respective Pro Rata Share of such
Commitments and outstanding Loans. The Administrative Agent shall promptly
distribute to each Lender at its payment office set forth beside its name on the
appropriate signature page hereof or such other address as any Lender may
request its share of all such payments received by the Administrative Agent.

     SECTION 4.15. SHARING OF PAYMENTS, ETC. If any Lender shall obtain any
payment or reduction (including, without limitation, any amounts received as
adequate protection of a deposit treated as cash collateral under the Bankruptcy
Code) of the Obligations (whether voluntary, involuntary, through the exercise
of any right of set-off, or otherwise) in excess of its pro rata portion of
payments or reductions on account of such Obligations obtained by all the
Lenders, such Lender shall forthwith (i) notify each of the other Lenders and
Administrative Agent of such receipt, and (ii) purchase from the other Lenders
such participations in the affected Obligations as shall be necessary to cause
such purchasing Lender to share the excess payment or reduction, net of costs
incurred in connection therewith, ratably with each of them, provided that if
all or any portion of such excess payment or reduction is thereafter recovered
from such purchasing Lender or additional costs are incurred, the purchase shall
be rescinded and the purchase price restored to the extent of such recovery or
such additional costs, but without interest unless the Lender obligated to
return such funds is required to pay interest on such funds. Borrower agrees
that any Lender so purchasing a participation from another Lender pursuant to
this Section may, to the fullest extent permitted by law, exercise all its
rights of payment (including the right of set-off) with respect to such
participation as fully as if such Lender were the direct creditor of Borrower in
the amount of such participation.

     SECTION 4.16. CAPITAL ADEQUACY. Without limiting any other provision of
this Agreement, in the event that any Lender shall have determined that any law,
treaty, governmental (or quasi-governmental) rule, regulation, guideline or
order regarding capital adequacy not currently in effect or fully applicable as
of the Closing Date, or any change therein or in the interpretation or
application thereof after the Closing Date, or compliance by such Lender with
any request or directive regarding capital adequacy not currently in effect or
fully applicable as of the Closing Date (whether or not having the force of law
and whether or not failure to comply therewith would be unlawful) from a central
bank or governmental authority or body having jurisdiction, does or shall have
the effect of reducing the rate of return on such Lender's capital as a
consequence of its obligations hereunder to a level below that which such Lender
could have achieved but for such law, treaty, rule, regulation, guideline or
order, or such change or compliance (taking into consideration such Lender's
policies with respect to capital adequacy) by

                                      -38-

<PAGE>

     an amount deemed by such Lender to be material, then within ten (10)
Business Days after written notice and demand by such Lender (with copies
thereof to the Administrative Agent) Borrower shall from time to time pay to
such Lender additional amounts sufficient compensate such Lender for such
reduction (but, in the case of outstanding Base Rate Advances without
duplication of any amounts already recovered by such Lender by reason of an
adjustment in the applicable Base Rate). Each certificate as to the amount
payable under this Section (which certificate shall set forth the basis for
requesting such amounts in reasonable detail), submitted to Borrower by any
Lender in good faith, shall, absent manifest error, be final, conclusive and
binding for all purposes.

     SECTION 4.17. BENEFITS TO GUARANTORS. In consideration for the execution
and delivery by the Guarantors of their Guaranty Agreements, Borrower agrees to
make the benefit of extensions of credit hereunder available to the Guarantors.

     SECTION 4.18. RETURN OF PAYMENTS. If the Administrative Agent shall be
required by any court, trustee or debtor-in-possession or other person to return
any amount previously received by it in respect of the obligations under this
Agreement, upon receipt of notice from it, each Lender shall immediately pay
over to it, such Lender's Pro Rata Share of the amount to be returned.

                                   ARTICLE 5.

                            CONDITIONS TO BORROWINGS

     The obligations of each Lender to make Advances to Borrower hereunder is
subject to the satisfaction of the following conditions:

     SECTION 5.1. CONDITIONS PRECEDENT TO INITIAL LOANS. At the time of the
making of the initial Loans hereunder on the Closing Date, all obligations of
Borrower hereunder incurred prior to the initial Loans (including, without
limitation, Borrower's obligations to reimburse the reasonable fees and expenses
of counsel to the Administrative Agent and the Syndication Agent and any fees
and expenses payable to the Administrative Agent and the Lenders as previously
agreed with Borrower), shall have been paid in full, and, the Administrative
Agent shall have received the following, in form and substance reasonably
satisfactory in all respects to the Administrative Agent:

          (a) the duly executed counterparts of this Agreement;

          (b) the duly completed Revolving Notes evidencing the Revolving Loan
     Commitments;

          (c) the Guaranty Agreements;

          (d) the duly executed Security Documents;

                                      -39-

<PAGE>

          (e) certificate of Borrower in substantially the form of attached
     hereto and appropriately completed;

          (f) certificates of the Secretary or Assistant Secretary of each of
     the Credit Parties, attaching and certifying copies of the resolutions of
     the boards of directors of the Credit Parties, authorizing as applicable
     the execution, delivery and performance of the Credit Documents;

          (g) certificates of the Secretary or an Assistant Secretary of each of
     the Credit Parties certifying (i) the name, title and true signature of
     each officer of such entities executing the Credit Documents, and (ii) the
     articles of incorporation and the bylaws or comparable governing documents
     of such entities;

          (h) certified copies of the certificate or articles of incorporation
     of each Credit Party certified by the Secretary of State of the
     jurisdiction of incorporation or organization of such Credit Party,
     together with certificates of good standing or existence, as may be
     available from the Secretary of State of the jurisdiction of incorporation
     or organization of such Credit Party;

          (i) copies of all documents and instruments, including all consents,
     authorizations and filings, required or advisable under any Requirement of
     Law or by any material Contractual Obligation of the Credit Parties, in
     connection with the execution, delivery, performance, validity and
     enforceability of the Credit Documents and the other documents to be
     executed and delivered hereunder, and such consents, authorizations,
     filings and orders shall be in full force and effect and all applicable
     waiting periods shall have expired;

          (j) agreement by the lender of the Refinanced Indebtedness to accept
     payment in full of all obligations outstanding under the Refinanced
     Indebtedness and termination of all credit facilities relating thereto and
     to release all Liens securing such obligations;

          (k) certified copies of the documents evidencing and/or securing the
     intercompany Loans, to the extent that they exist;

          (1) the duly executed copy of the Contribution Agreement by the
     Borrower and the Guarantors, in the form attached hereto as Exhibit C.

          (m) certified copies of uniform commercial code searches, tax lien
     searches, judgment lien searches, and other searches as the Administrative
     Agent may require, on the Obligors, reflecting no Liens against the
     Obligors or any of the Collateral, other than those to be paid in fall as a
     result of the closing of the Loans and Permitted Liens;

                                      -40-
             
<PAGE>

          (n) certified copies of indentures, credit agreements, leases, capital
     leases, instruments, and other documents evidencing or securing
     Indebtedness of any Consolidated Company described on Schedule 8.1(b);

          (o) certificates, reports, environmental audits and investigations,
     and other information as the Administrative Agent may reasonably request
     from any Consolidated Company in order to satisfy the Lenders as to the
     absence of any material liabilities or obligations arising from
     environmental and employee health and safety exposures to which the
     Consolidated Companies may be subject, and the plans of the Consolidated
     Companies with respect thereto;

          (p) duly executed Consents of Lessor of each existing landlord of any
     Obligor;

          (q) certificates, reports and other information as the Administrative
     Agent may reasonably request from any Consolidated Company in order to
     satisfy the Lenders as to the absence of any material liabilities or
     obligations arising from matters relating to employees of the Consolidated
     Companies, including employee relations, collective bargaining agreements,
     Plans, and other compensation and employee benefit plans;

          (r) certificates, reports, environmental audits and investigations,
     and other information as the Administrative Agent may reasonably request
     from any Consolidated Company in order to satisfy the Lenders as to the
     absence of any material liabilities or obligations under Environmental Laws
     which could reasonably be expected to have a Material Adverse Effect;

          (s) certificates, reports and other information as the Administrative
     Agent may reasonably request from any Consolidated Company in order to
     satisfy the Lenders as to the absence of any material liabilities or
     obligations arising from litigation (including without limitation, products
     liability, patent infringement and other claims) pending or threatened
     against the Consolidated Companies;

          (t) a summary, set forth in format and detail reasonably acceptable to
     the Administrative Agent, of the types and amounts of insurance (property
     and liability) maintained by the Consolidated Companies;

          (u) the opinion of Holland & Knight, LLP, counsel to the Credit
     Parties, substantially in the form of Exhibit J addressed to the
     Administrative Agent and each of the Lenders and otherwise acceptable to
     Administrative Agent and each of the Lenders;

          (v) certification that there has been no material adverse change in
     the financial condition or operations of the Consolidated Companies since
     the most recent financial statements delivered to the Lenders prior to the
     Closing Date;

                                      -41-

<PAGE>

          (w) financial statements of Borrower and its Subsidiaries, on a
     consolidated basis, for the most recently completed fiscal year; and

          (x) payment of fees and costs due on the Closing Date.

In addition to the foregoing, the following conditions shall have been satisfied
or shall exist, all to the satisfaction of the Administrative Agent, as of the
time the initial Loans are made hereunder:

          (y) payment in full and termination of the Refinanced Indebtedness and
     the release of any Liens securing the same; provided, however, the
     following indebtedness may remain outstanding: (i) all Capitalized Lease
     Obligations described on Schedule 6.7; and (ii) Permitted Debt described on
     Schedule 8.1(b);

          (z) the Loans to be made on the Closing Date and the use of proceeds
     thereof shall not contravene, violate or conflict with, or involve the
     Administrative Agent or any Lender in a violation of, any law, rule,
     injunction, or regulation, or determination of any court of law or other
     governmental authority;

          (aa) all corporate proceedings and all other legal matters in
     connection with the authorization, legality, validity and enforceability of
     the Credit Documents shall be reasonably satisfactory in form and substance
     to the Required Lenders; and

          (bb) the status of all pending and threatened litigation (including
     products liability and patent claims) described on Schedule 6.5, including
     a description of any damages sought and the claims constituting the basis
     therefor, shall have been reported in writing to the Administrative Agent,
     the Administrative Agent shall have reported such matters to the Lenders,
     and the Lenders shall be satisfied with such status.

     SECTION 5.2. CONDITIONS TO ALL LOANS. At the time of the making of all
Loans (before as well as after giving effect to such Loans and to the proposed
use of the proceeds thereof), the following conditions shall have been satisfied
or shall exist:

          (a) the outstanding balance of the Loans and Letters of Credit does
     not exceed the aggregate Commitments of the Lenders;

          (b) there shall exist no Default or Event of Default;

          (c) all representations and warranties by Borrower contained herein
     shall be true and correct in all material respects with the same effect as
     though such representations and warranties had been made on and as of the
     date of such Loans;

                                      -42-

<PAGE>

          (d) since the date of the most recent financial statements of the
     Consolidated Companies described in Section 6.3, there shall have been no
     change which has had or could reasonably be expected to have a Material
     Adverse Effect;

          (e) there shall be no action or proceeding instituted or pending
     before any court or other governmental authority or, to the knowledge of
     Borrower, threatened (1) which reasonably could be expected to have a
     Material Adverse Effect, or (ii) seeking to prohibit or restrict one or
     more Credit Parties ownership or operation of any portion of its business
     or assets, or to compel one or more Credit Parties to dispose of or hold
     separate all or any portion of its businesses or assets, where such portion
     or portions of such businesses or assets, as the case may be, constitute
     a material portion of the total businesses or assets of the Consolidated
     Companies;

          (f) the Loans to be made and the use of proceeds thereof shall not
     contravene, violate or conflict with, or involve the Administrative Agent
     or any Lender in a violation of, any law, rule, injunction, or regulation,
     or determination of any court of law or other governmental authority
     applicable to Borrower; and

          (g) the Administrative Agent shall have received such other
     documents, including, but not limited to a properly completed Notice of
     Borrowing, or legal opinions as the Administrative Agent or any Lender may
     reasonably request, all in, form and substance reasonably satisfactory to
     the Administrative Agent.

Each request for a Borrowing and the acceptance by Borrower of the proceeds
thereof shall constitute a representation and warranty by Borrower, as of the
date of the Loans comprising such Borrowing, that the applicable conditions
specified in Sections 5.1 and 5.2 have been satisfied.

                                   ARTICLE 6.

                        REPRESENTATIONS AND WARRANTIES
                                                
     Borrower represents, warrants and covenants to Lenders that:

     SECTION 6.1. ORGANIZATION AND QUALIFICATION. Borrower is a corporation duly
organized and existing in good standing under the laws of the State of Florida.
Each Subsidiary of Borrower is a corporation duly organized and existing under
the laws of the jurisdiction of its incorporation. Borrower and each of its
Subsidiaries are duly qualified to do business as a foreign corporation and are
in good standing in each jurisdiction in which the character of their properties
or the nature of their business makes such qualification necessary, except for
such jurisdictions in which a failure to qualify to do business would not have
a Material Adverse Effect. Borrower and each of its Subsidiaries have the
corporate power to own their respective properties and to carry on their
respective businesses as now being conducted. The jurisdiction of incorporation
or organization, and the ownership of all issued and outstanding capital stock,

                                      -43-

<PAGE>

for each Subsidiary as of the date of this Agreement is accurately described on
Schedule 6.1. Schedule 6.1 also designates all Subsidiaries of the Borrower as
of the Closing Date.

     SECTION 6.2. CORPORATE AUTHORITY. The execution and delivery by Borrower
and the Guarantors of and the performance by Borrower and Guarantors of their
obligations under the Credit Documents have been duly authorized by all
requisite corporate action and all requisite shareholder action, if any, on the
part of Borrower and the Guarantors and do not and will not (i) violate any
provision of any law, rule or regulation, any judgment, order or ruling of any
court or governmental agency, the organizational papers Or bylaws of Borrower or
the Guarantors, or any indenture, agreement or other instrument to which
Borrower or the Guarantors are a party or by which Borrower or the Guarantors or
any of their properties is bound, or (ii) be in conflict with, result in a
breach of, or constitute with notice or lapse of time or both a default under
any such indenture, agreement or other instrument.

     SECTION 6.3. FINANCIAL STATEMENTS. Borrower has furnished Lenders with the
following financial statements, certified by the Chief Financial Officer of
Borrower: audited consolidated balance sheet of the Borrower and its
Subsidiaries as at October 31, 1997, and audited consolidated statement of
income and consolidated statement of stockholders' equity of Borrower and its
Subsidiaries for the fiscal year ended on such date certified by Ernst & Young
LLP, Certified Public Accountants. Such financial statements (including any
related schedules and notes) are true and correct in all material respects, have
been prepared in accordance with GAAP consistently applied throughout the period
or periods in question and show, in the case of audited statements, all
liabilities, direct or contingent, of Borrower and its Subsidiaries, required to
be shown in accordance with GAAP consistently applied throughout the period or
periods in question and fairly present the consolidated financial position and
the consolidated results of operations of Borrower and its Subsidiaries for the
periods indicated therein. There has been no material adverse change in the
business, condition or operations, financial or otherwise, of Borrower and its
Subsidiaries since October 31, 1997.

     SECTION 6.4. TAX RETURNS. Except as set forth on Schedule 6.4, each of
Borrower and its Subsidiaries has filed all federal, state and other tax returns
and reports which, to the best knowledge of the Executive Officers of Borrower
and its Subsidiaries, are required to be filed, and each has paid all taxes as
shown on said returns and all other taxes, assessments, fees and other
governmental charges upon Borrower or any of its Subsidiaries or upon any of the
properties, assets, incomes or franchises of Borrower or any of its
Subsidiaries, to the extent that such taxes, assessments, fees and other
governmental charges have become due or except such as are being contested in
good faith by appropriate proceedings for which adequate reserves have been
established in accordance with GAAP. The Borrower and its Subsidiaries have and
will establish all necessary reserves and make all payments required of them to
be set aside or made in regard to all F.I.C.A., withholding, sales or excise and
all other similar federal, state and local taxes.

     SECTION 6.5. ACTIONS PENDING. Except as disclosed on Schedule 6.5 hereto,
there is no action, suit, investigation or proceeding pending or, to the
knowledge of Borrower, threatened

                                      -44-
<PAGE>

against or affecting Borrower or any of its Subsidiaries or any of their
properties or rights, by or before any court, arbitrator or administrative or
governmental body, which could reasonably be expected to result in any Material
Adverse Effect.

     SECTION 6.6. REPRESENTATIONS; NO DEFAULTS. At the time of each Extension
of Credit there shall exist no Default or Event of Default, and each Extension
of Credit shall be deemed a renewal by Borrower of the representations and
warranties contained in this Agreement and an affirmative statement by Borrower
that such representations and Warranties are true and correct in all material
respects on and as of such time with the same effect as though such
representations and warranties had been made on and as of such time.

     SECTION 6.7. TITLE TO PROPERTIES; CAPITALIZED LEASES. Each of Borrower and
its Subsidiaries has (i) good and marketable fee simple title to its respective
Real Estate (other than real property which it leases from others), including
such Real Estate reflected in the consolidated balance sheet of Borrower and its
Subsidiaries described in Section 6.3 above (other than Real Estate disposed of
in the ordinary course of business), subject to no Lien of any kind except
Permitted Liens and (ii) good title to all of its other respective properties
and assets (other than properties and assets which it leases from others),
including the other properties and assets reflected in the consolidated balance
sheet of Borrower and its Subsidiaries described in Section 6.3 above (other
than properties and assets disposed of in the ordinary course of business),
subject to no Lien of any kind except Permitted Liens. Each of Borrower and its
Subsidiaries enjoys peaceful and undisturbed possession under all leases
necessary in any material respect for the operation of its respective properties
and assets, including, without limitation, the Leases, none of which contains
any unusual or burdensome provisions which might materially affect or impair the
operation of such properties and assets, and all such leases are valid and
subsisting and in full force and effect. There are no Capitalized Lease
Obligations except as disclosed on Schedule 6.7 hereto.

     SECTION 6.8. ENFORCEABILITY OF AGREEMENT. This is the legal, valid and
binding agreement of Borrower enforceable against Borrower in accordance with
its terms, and the Notes, and all other Credit Documents, when executed and
delivered, will be similarly legal, valid, binding and enforceable, except as
the enforceability of the Notes and other Credit Documents may be limited by
bankruptcy, insolvency, reorganization, moratorium and other laws affecting
creditor's rights and remedies in general and by general principles of equity,
whether considered in a proceeding at law or in equity.

     SECTION 6.9. CONSENT. No consent, permission, authorization, order or
license of or filing with any governmental authority or Person which has not
been obtained or made is necessary in connection with the execution, delivery,
performance or enforcement of the Credit Documents by the Credit Parties, or in
order to constitute the indebtedness to be incurred hereunder and under the
Notes and the other Credit Documents as "Senior Debt" or any similar term
defined within each document evidencing Subordinated Debt.

                                      -45-

<PAGE>


     SECTION 6.10. USE of PROCEEDS; FEDERAL RESERVE REGULATIONS. The proceeds of
the Notes will be used solely for the purposes specified in Section 2.1 (e) and
none of such proceeds will be used, directly or indirectly, for the purpose of
purchasing or carrying any "margin security" or "Margin Stock" or for the
purpose of reducing or retiring any indebtedness that originally was incurred to
purchase or carry a "margin security" or "Margin Stock" or for any other purpose
that might constitute this transaction a "purpose credit" within the meaning of
the regulations of the Board of Governors of the Federal Reserve System.

     SECTION 6.11. ERISA.

          (a), IDENTIFICATION OF CERTAIN PLANS. SCHEDULE 6.11 hereto sets forth
     all Plans of Borrower and its Subsidiaries;

          (b) COMPLIANCE. Each Plan is being maintained, by its terms and in
     operation, in accordance with all applicable laws, except such
     noncompliance (when taken as a whole) that will not have a materially
     adverse effect on the Borrower and its Subsidiaries taken as a whole, or
     upon their financial condition, assets, business, operations, liabilities
     or prospects;

          (c) LIABILITIES. Neither the Borrower nor any Subsidiary is currently
     or will become subject to any liability (including withdrawal liability),
     tax or penalty whatsoever to any person whomsoever with respect to any Plan
     including, but not limited to, any tax, penalty or liability arising under
     Title I or Title IV of ERISA or Chapter 43 of the Code, except such
     liabilities (when taken as a whole) as will not have a materially adverse
     effect on the Borrower and its Subsidiaries taken as a whole, or upon their
     financial condition, assets, business, operations, liabilities or
     prospects; and

          (d) FUNDING. The Borrower and each ERISA Affiliate have made fall and
     timely payment of all amounts (i) required to be contributed under the
     terms of each Plan and applicable law and (ii) required to be paid as
     expenses of each Plan, except where such non-payment would not have a
     Material Adverse Effect. No Plan has an "amount of unfunded benefit
     liabilities" (as defined in Section 4001(a)(18) of ERISA) except as
     disclosed on SCHEDULE 6.11. No Plan is subject to a waiver or extension of
     the minimum funding requirements under ERISA or the Code, and no request
     for such waiver OR extension is pending.

     SECTION 6.12. SUBSIDIARIES.. As of the Closing Date, the only Subsidiaries
of the Borrower are those listed on SCHEDULE 6.1. All the outstanding shares
of stock of each Subsidiary have been validly issued and are fully paid and
nonassessable and all such outstanding shares, except as noted on such SCHEDULE
6.1, are owned by Borrower or a Wholly Owned Subsidiary of Borrower free of
any Lien or claim.

     SECTION 6.13. OUTSTANDING INDEBTEDNESS. Except for the Refinanced
Indebtedness to be repaid and terminated on the Closing Date, and except as set
forth on SCHEDULE 6.13 as of the

                                      -46-

<PAGE>


Closing Date and after giving effect to the transactions contemplated by this
Agreement, neither Borrower nor any of its Subsidiaries has outstanding any
Indebtedness except Permitted Debt and there exists no default, and, after
giving effect to the transactions contemplated in this Agreement, there will
exist no default under the provisions of any instrument evidencing such
Indebtedness or of any agreement relating thereto except as noted on SCHEDULE
6.13.

     SECTION 6.14. CONFLICTING AGREEMENTS. Neither Borrower nor any of its
Subsidiaries is a party to any contract or agreement or subject to any charter,
bylaw or other corporate restriction which materially and adversely affects its
business, property or assets, or financial condition. Assuming the consummation
of the transactions contemplated by this Agreement, neither the execution or
delivery of this Agreement or the Credit Documents, nor fulfillment of or
compliance with the terms and provisions hereof and thereof, will conflict with,
or result in a breach of the terms, conditions or provisions of, or constitute a
default under, or result in any violation of, or result in the creation of any
Lien upon any of the properties or assets of Borrower or any of its Subsidiaries
pursuant to, the charter or By-Laws of Borrower or any of its Subsidiaries, any
award of any arbitrator or any agreement (including any agreement with
stockholders), instrument, order, judgment, decree, statute, law, rule or
regulation to which Borrower or any of its Subsidiaries is subject, and neither
Borrower nor any of its Subsidiaries is a party to, or otherwise subject to any
provision contained in, any instrument evidencing Indebtedness of Borrower or
any of its Subsidiaries, any agreement relating thereto or any other contract or
agreement (including its charter) which limits the amount of, or otherwise
imposes restrictions on the incurring of, Indebtedness of the type to be
evidenced by the Notes, except for this Agreement, and those matters listed on
SCHEDULE 6.14 attached hereto.

SECTION 6.15. ENVIRONMENTAL MATTERS.

          (a) Except as set forth on SCHEDULE 615(a), each of the Borrower and
     its Subsidiaries has complied in all material respects (except for
     instances of noncompliance that have been resolved prior to the Closing
     Date) with all applicable Environmental Laws, including without
     limitation, compliance With permits, licenses, standards, schedules and
     timetables issued pursuant to Environmental Laws, and is not in violation
     of, and does not presently have outstanding any liability under, has not
     been notified that it is or may be liable under and does not have knowledge
     of any liability or potential liability under any applicable Environmental
     Law, including without limitation, the Resource Conservation and Recovery
     Act of 1976, as amended ("RCRA"), the Comprehensive Environmental Response,
     Compensation and Liability Act of 1980, as amended by the Superfund
     Amendments and Reauthorization Act of 1986 ("CERCLA"), the Federal Water
     Pollution Control Act, as amended ("FWPCA"), the Federal Clean Air Act, as
     amended ("FCAA"), and the Toxic Substance Control Act ("TSCA"), which
     violation, liability or potential liability could reasonably be expected to
     have a Material Adverse Effect.

          (b) Except as set forth on SCHEDULE 6.15(b) neither the Borrower nor
     any of its Subsidiaries has received a written request for information
     under CERCLA or any

                                      -47-

<PAGE>


     analogous state law, or written notice that any such entity has been
     identified as a potential responsible party under CERCLA, or any analogous
     state law, nor has any such entity received any written notification that
     any Hazardous Substance that it or any of its respective predecessors in
     interest has generated, stored, treated, handled, transported, or disposed
     of, has been released or is threatened to be released at any site at which
     any Person intends to conduct or is conducting a remedial investigation or
     other action pursuant to any Environmental Law.

          (c) Except as set forth on SCHEDULE 6.15(c), each of the Borrower and
     its Subsidiaries has obtained all permits, licenses or other authorizations
     which are material for the conduct of their respective operations under all
     applicable Environmental Laws and each such authorization is in full force
     and effect.

          (d) Except as set forth in SCHEDULE 6.15(d), each of Borrower and its
     Subsidiaries complies in all material respects with all laws and
     regulations relating to equal employment opportunity and employee safety in
     all jurisdictions in which it is presently doing business.

     SECTION 6.16. POSSESSION OF FRANCHISES, LICENSES, ETC. Each of Borrower
and its Subsidiaries possesses all franchises, certificates, licenses, permits
and other authorizations from governmental political subdivisions or regulatory
authorities, free from burdensome restrictions, that are necessary in any
material respect for the ownership, maintenance and operation of its properties
and assets, and neither Borrower nor any of its Subsidiaries is in violation of
any thereof in any material respect.

     SECTION 6.17. PATENTS, TRADEMARKS, ETC.. Except as set forth on SCHEDULE
6.17 each of Borrower and its Subsidiaries owns or has the right to use all
patents, trademarks, service marks, trade names, copyrights, licenses,
franchises and other rights, which are necessary for the operation of its
business as presently conducted or proposed to be conducted without any known
conflict with the rights of others, and, in each case, subject to no mortgage,
pledge, lien, lease, encumbrance, charge, security interest, title retention
agreement or option. Each such asset or agreement is in full force and effect,
and the holder thereof has fulfilled and performed all of its obligations with
respect thereto. No event has occurred or exists which permits, or after notice
or lapse of time or both would permit, revocation or termination of any thereof,
or which materially, adversely affects or in the future may (to the knowledge of
any Executive Officer) materially adversely affect, the rights of such holder
thereof with respect thereto. No Executive Officer of any Obligor knows of any
license or franchise necessary to the operations of the business of the Borrower
and its Subsidiaries as now conducted or proposed to be conducted except those
which Borrower or one of its Subsidiaries owns or has the legal right to use. To
the knowledge of any Executive Officer (i) no product, process, method,
substance, part, piece of equipment or other material presently contemplated to
be sold by or employed by Borrower or any of its Subsidiaries in connection with
its business may infringe any patent, trademark, service mark, trade name,
copyright, license or other right owned by any other Person, (ii) there is no
pending or threatened claim or litigation against or affecting Borrower or any
of its Subsidiaries contesting its right to

                                      -48-

<PAGE>


sell or use any such product, process, method, substance, part, piece of
equipment or other material and (iii) there is no, or there is no pending or
proposed, patent, invention, device, application or principle or any statute,
law, rule, regulation, standard or code which would prevent, inhibit or render
obsolete the production or sale of any products of, or substantially reduce the
projected revenues of, or otherwise materially adversely affect the Borrower or
any of its Subsidiaries.

     SECTION 6.18. GOVERNMENTAL CONSENT. Neither the nature of Borrower or any
of its Subsidiaries nor any of their respective businesses or properties, nor
any relationship between Borrower and any other Person, nor any circumstance in
connection with the execution and delivery of the Credit Documents and the
consummation of the transactions contemplated thereby is such as to require on
behalf of Borrower or any of its Subsidiaries any consent, approval or other
action by or any notice to or filing with any court or administrative or
governmental body in connection with the execution and delivery of this
Agreement and the Credit Documents.

     SECTION 6.19. DISCLOSURE. Neither this Agreement nor the Credit Documents
nor any other document, certificate or written statement furnished to Lenders by
or on behalf of Borrower in connection herewith contains any untrue statement of
a material fact or omits to state a material fact necessary in order to make,
the statements contained herein or therein not misleading. There is no fact
peculiar to Borrower which materially adversely affects or in the future may (so
far as Borrower can now foresee)' materially adversely affect the business,
property, assets, or financial condition of Borrower which has not been set
forth in this Agreement or in the Credit Documents, or in certificates and
written statements furnished to Lenders by or on behalf of Borrower prior to the
date hereof in connection with the transactions contemplated hereby.

     SECTION 6.20. INSURANCE COVERAGE. Each property of Borrower or any of its
Subsidiaries is insured for the benefit of Borrower or a Subsidiary' of Borrower
in amounts deemed adequate by Borrower's management and no less than those
amounts customary in the industry in which Borrower and its Subsidiaries operate
against risks usually insured against by Persons operating businesses similar to
those of Borrower or its Subsidiaries in the localities where such properties
are located. The form of policy, terms and insuring companies of all such
insurance shall at all times be acceptable to the Administrative Agent and the
Required Lenders.

     SECTION 6.21. LABOR MATTERS. Except as set forth on SCHEDULE 6.21, the
Borrower and the Borrower's Subsidiaries have experienced no strikes, labor
disputes, slow downs or work stoppages due to labor disagreements which have
had, or would reasonably be expected to have, a Material Adverse Effect, and, to
the best knowledge of Borrower's Executive Officers, there arc no such strikes,
disputes, slow downs or work stoppages threatened against Borrower or any of
Borrower's Subsidiaries. The hours worked and payments made to employees of the
Borrower and Borrower's Subsidiaries have not been in violation in any material
respect of the Fair Labor Standards Act or any other applicable law dealing with
such matters. All payments due from the Borrower and Borrower's Subsidiaries, or
for which any claim may be made against the

                                      -49-

<PAGE>


Consolidated Companies, on account of wages and employee health and welfare
insurance and other benefits have been paid or accrued as liabilities on the
books of the Borrower and Borrower's Subsidiaries where the failure to pay or
accrue such liabilities would reasonably be expected to have a Material Adverse
Effect.

     SECTION 6.22. INTERCOMPANY LOANS; DIVIDENDS. There are no Intercompany
Loans as of the Closing Date except those set forth on SCHEDULE 6.22. The
Intercompany Loans and the documents evidencing and securing the Intercompany
Loans, to the extent that they exist, have been duly authorized and approved by
all necessary corporate and shareholder action on the part of the parties
thereto, and constitute the legal, valid and binding obligations of the parties
thereto, enforceable against each of them in accordance with their respective
terms, except as may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, or similar laws affecting creditors' rights
generally, and by general principles of equity. There are no restrictions on the
power of any Consolidated Company to repay any Intercompany Loan or, except as
provided in Section 8.14, to pay dividends on capital stock.

     SECTION 6.23. BURDENSOME RESTRICTIONS. Except as set forth on SCHEDULE
6,23, none of the Consolidated Companies is a party to or bound by any
Contractual Obligation or Requirement of Law which has had or would reasonably
be expected to have a Material Adverse Effect.

     SECTION 6.24. SOLVENCY.. Each of the Consolidated Companies is solvent and
able to pay its debts as and when they accrue and are due.

     SECTION 6.25. FIRST, PERFECTED SECURITY Interest IN COLLATERAL. The
Administrative Agent, for and in behalf of the Lenders, and the Lenders have a
first, perfected security interest in the Collateral to secure the Loans subject
to no other Liens except Permitted Liens.

     SECTION 6.26. PLACES OF BUSINESS. The Places of Business identified in
SCHEDULE 6.26 hereof constitute all of the Places of Business for the Obligors.

     SECTION 6.27. SECURITIES ACT. Neither Borrower nor any of its Subsidiaries
nor any agent acting on their behalf has, directly or indirectly, taken or will
take any action which would subject the issuance of the Notes to the
registration requirement of Section 5 of the Securities Act of 1933, as amended,
or to the registration, qualification or other similar provisions of any
securities or blue sky law of any applicable jurisdiction.

     SECTION 6.28. COMPANY ACT; HOLDING COMPANY. Neither Borrower nor any of its
Subsidiaries is an "investment company" or a company "controlled" by an
"investment company" within the meaning of the Investment Company Act of 1940 or
is a "holding company," or a subsidiary or affiliate of a "holding company," or
a "public utility," within the meaning of the Public Utility Holding Company Act
of 1935, as amended or a "public utility" within the meaning of the Federal
Power Act, as amended.

                                      -50-

<PAGE>


     SECTION 6.29. REGULATION G, ETC. Neither Borrower nor any of its
Subsidiaries nor any agent acting on their behalf has taken or will take any
action which might cause this Agreement or the Notes to violate Regulation G, T,
U, or X or any other regulation of the Board of Govenors of the Federal
Reserve System or to violate the Securities Exchange Act of 1934, in each case
as in effect now or as the same may hereafter be in effect.

     SECTION 6.30. STOCK REDEMPTION Except as set forth in SCHEDULE 6.30, none
of the Borrower or any Subsidiary of the Borrower is subject to any obligation
(contingent or otherwise) to repurchase or otherwise acquire or retire any of
its capital stock or any warrants, options or other securities or rights
directly or indirectly convertible into or exercisable or exchangeable for its
capital stock.

     SECTION 6.31. CHANGES IN FINANCIAL CONDITION: ADVERSE DEVELOPMENTS. From
the date of the year end financial statements described in Section 6.3
hereinabove to the date of this Agreement, there has been, and to the date of
each Advance there will be, no change in the properties, assets, liabilities,
financial condition, business operations, affairs or properties of the Borrower
and its Subsidiaries on a consolidated basis from that set forth or reflected in
the year-end financial statements described in Section 6.3, other than changes
in the ordinary course of business, including acquisitions, none of which either
in any case or in the aggregate will have a Material Adverse Effect.

     SECTION 6.32. INVESTMENTS. Except as set forth on SCHEDULE 6,32, none of
the Consolidated Companies has an Investment in any Person other than Borrower's
Subsidiaries.

     SECTION 6.33. REAL ESTATE. Except as set forth on SCHEDULE 6.33, no Obligor
owns any real property.

     SECTION 6.34. LEASES. Schedule 6.34 sets forth all Leases to which any
Obligor is a party.

     SECTION 6.35. YEAR 2000 COMPLIANCE. The Borrower has conducted a
comprehensive review and assessment of the Borrower's computer applications and
made inquiry of the Borrower's key suppliers, vendors and customers with respect
to the "year 2000 problem" (that is, the risk that computer applications may not
be able to properly perform date-sensitive functions after December 31, 1999)
and based on that review and inquiry, the Borrower does not believe the year
2000 problem will result in a material adverse change in the Borrower's business
condition (financial or otherwise), operations, properties or prospects, or
ability to repay the Obligations.

                                      -51-

<PAGE>


                                   ARTICLE 7.

                             AFFIRMATIVE COVENANTS

     Borrower covenants and agrees that so long as it may borrow under this
Agreement or so long as any indebtedness remains outstanding under the Notes it
will:

     SECTION 7.1. CORPORATE EXISTENCE, ETC. Preserve and maintain, and cause
each of its Subsidiaries to preserve and maintain, its corporate existence, its
material rights, franchises, and licenses, and its material patents and
copyrights (for the scheduled duration thereof), trademarks, trade names, and
service marks, necessary or desirable in the normal conduct of its business, and
its qualification to do business as a foreign corporation in all jurisdictions
where it conducts business or other activities making such qualification
necessary, where the failure to do so would reasonably be expected to have a
Material Adverse Effect.

     SECTION 7.2. COMPLIANCE WITH Laws, ETC. Comply, and cause each of its
Subsidiaries to comply with all Requirements of Law including, without
limitation, the Environmental Laws, and Contractual Obligations applicable to or
binding on any of them where the failure to comply could reasonably be expected
to have a Material Adverse Effect.

     SECTION 7.3. PAYMENT OF TAXES AND CLAIMS, ETC. Pay, and cause each of its
Subsidiaries to pay, (i) all taxes, assessments and governmental charges imposed
upon it or upon its property, and (ii) all claims (including, without
limitation, claims for labor, materials, supplies or services) which might, if
unpaid, become a Lien upon its property, unless, in each case, the validity or
amount thereof is being contested in good faith by appropriate proceedings and
adequate reserves are maintained with respect thereto.

     SECTION 7.4. KEEPING OF BOOKS. Keep, and cause each of its Subsidiaries to
keep, proper books of record and account, containing complete and accurate
entries of 'all their respective financial and business transactions.

     SECTION 7.5. VISITATION, INSPECTION. Etc. Permit, and cause each of its
Subsidiaries to permit, any representative of the Administrative Agent or any
Leader to visit and inspect any of its property, to examine its books and
records and to make copies and take extracts therefrom, and to discuss its
affairs, finances and accounts with its officers, all at such reasonable times
and as often as the Administrative Agent or such Lender may reasonably request
after reasonable prior notice to Borrower; provided, however, that at any time
following the occurrence and during the continuance of a Default or an Event of
Default, no prior notice to Borrower shall be required and further, provided,
that in the event any documents and records are subject to any contractual
confidentiality requirements with any Person, the right to make copies or
extracts therefrom shall be subject to the prior written consent of the
Borrower, which consent will not be unreasonably withheld.

                                      -52-

<PAGE>


     SECTION 7.6. INSURANCE: MAINTENANCE OF PROPERTIES.

          (a) Maintain or cause to be maintained with financially sound and
     reputable insurers, insurance with respect to its properties and business,
     and the properties and business of its Subsidiaries, against loss or damage
     of the kinds customarily insured against by reputable companies in the same
     or similar businesses, such insurance to be of such types and in such
     amounts, including such self-insurance and deductible provisions, as is
     customary for such companies under similar circumstances; provided,
     however, that in any event Borrower shall use its best efforts to maintain,
     or cause to be maintained, insurance in amounts and with coverages not
     materially less favorable to any Consolidated Company as in effect on the
     date of this Agreement, except where the costs of maintaining such
     insurance would, in the judgment of both Borrower and the Administrative
     Agent, be excessive. All liability policies shall name Administrative Agent
     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 deductible provisions approved by the Administrative
     Agent; and shall name and directly insure the Administrative Agent, its
     successors and assigns as secured party and loss payee under an endorsement
     acceptable to Administrative Agent. Each policy must contain a provision
     that Administrative Agent will receive 30 days' prior written notice of
     expiration, cancellation, termination or modification of such policy.

          (b) Cause, and cause each of the Consolidated Companies to cause, all
     properties used or useful in the conduct of its business to be maintained
     and kept in good condition, repair and working order and supplied with all
     necessary equipment and will cause to be made all necessary repairs,
     renewals, replacements, settlements and improvements thereof, all as in the
     judgment of Borrower may be necessary so that the business carried on in
     connection therewith may be properly and advantageously conducted at all
     times; provided, however, that nothing in this Section shall prevent
     Borrower from discontinuing the operation or maintenance of any such
     properties if such discontinuance is, in the judgment of Borrower,
     desirable in the conduct of its business or the business of any
     Consolidated Company.

     SECTION 7.7. REPORTING COVENANTS. Furnish to each Lender:

          (a) ANNUAL FINANCIAL STATEMENTS. As soon as available and in any event
     within 90 days after the end of each fiscal year of Borrower, audited
     financial statements, consisting of balance sheets of the Consolidated
     Companies as at the end of such year, presented on a consolidated and
     consolidating basis, and the related statements of income, shareholders'
     equity, and cash flows of the Consolidated Companies for such fiscal year,
     presented on a consolidated and consolidating basis, setting forth in each
     case in comparative form the figures for the previous fiscal year, all in
     reasonable detail and

                                      -53-
<PAGE>


     accompanied by a report thereon of independent public accountants of
     recognized national standing, which report shall be unqualified as to going
     concern and scope of audit and shall state that such financial statements
     present fairly in all material respects the financial condition as at the
     end of such fiscal year on a consolidated and consolidating basis, and the
     results of operations and statements of cash flows of the Consolidated
     Companies for such fiscal year in accordance with GAAP and that the
     examination by such accountants in connection with such consolidated and
     consolidating financial statements has been made in accordance with GAAP;

          (b) QUARTERLY FINANCIAL STATEMENTS. As soon as available and in any
     event within 45 days after the end of each fiscal quarter of Borrower
     (other than the fourth fiscal quarter), balance sheets of the Consolidated
     Companies as at the end of such quarter presented on a consolidated and
     consolidating basis and the related statements of income, shareholders'
     equity, and cash flows of the Consolidated Companies for such fiscal
     quarter and for the portion of Borrower's fiscal year ended at the end of
     such quarter, presented on a consolidated and consolidating basis setting
     forth in each case in comparative form the figures for the corresponding
     quarter and the corresponding portion of Borrower's previous fiscal year,
     all in reasonable detail and certified by the Chief Financial Officer or
     other authorized financial officer of Borrower acceptable to the
     Administrative Agent and the Required Lenders that such financial
     statements fairly present in all material respects the financial condition
     of the Consolidated Companies as at the end of such FISCAL quarter on a
     consolidated and consolidating basis, and the results of operations and
     statements of cash flows of the Consolidated Companies for such fiscal
     quarter and such portion of Borrower's fiscal year, in accordance with GAAP
     consistently applied (subject to normal year end audit adjustments and the
     absence of certain footnotes);

          (c) SEC AND OTHER REPORTS. As soon as available, and in any event
     within fifteen (I 5) days thereafter:

               (i) each financial statement, report notice or proxy statement
          sent by Borrower to its shareholders generally;

               (ii) each regular or periodic report (including, without
          limitations each Form 10-K, Form 1O-Q and Form 8-K), any registration
          statement which shall have become effective, and each final prospectus
          and all amendments thereto filed by the Borrower or any Restricted
          Subsidiary with the SEC;

               (iii) all press releases and other statements made available by
          the Borrower or any Restricted Subsidiary to the public concerning
          material developments in the business of the Borrower or the
          Restricted Subsidiaries; and

               (iv) monthly reports for the Consolidated Companies on a
          consolidated basis consisting of a consolidated and consolidating
          balance sheet and income

                                      -54-

<PAGE>

          statement, accounts receivable aging report, work-in-process schedule
          and accounts payable aging report, all in reasonable detail and
          otherwise in form acceptable to the Administrative Agent and certified
          by the Chief Financial Officer or other officer of Borrower acceptable
          to the Administrative Agent.

          (d) NO DEFAULT/COMPLIANCE CERTIFICATE. Together with the financial
     statements required pursuant to subsections (a) and (b) above, a
     certificate of the Treasurer, Chief Financial Officer or other authorized
     financial officer of Borrower acceptable to the Administrative Agent and
     the Required Lenders (i) to the effect that, based upon a review of the
     activities of the Consolidated Companies and such financial statements
     during the period covered thereby, there exists no Event of Default and no
     Default under this Agreement, or if there exists an Event of Default or a
     Default hereunder, specifying the nature the nature thereof and the
     proposed response thereto, and (ii) demonstrating in reasonable detail
     compliance as at the end of such fiscal year or such fiscal quarter with
     the covenants contained in Section 7.8 and Sections 8.1, 8.2, 8.4 and 8.5;

          (e) NOTICE OF DEFAULT. Promptly after any Executive Officer of
     Borrower has notice or knowledge of the occurrence of an Event of Default
     or a Default, a certificate of the Chief Financial Officer or principal
     accounting officer of Borrower specifying the nature thereof and the
     proposed response thereto;

          (f) LITIGATION. Promptly after (i) the occurrence thereof, notice of
     the institution of or any adverse development in any action, suit or
     proceeding or any governmental investigation OR any arbitration, before any
     court or arbitrator or any governmental or administrative body, agency or
     official, against any Consolidated Company, or any material property
     thereof which might have a Material Adverse Effect, or (ii) actual
     knowledge thereof, notice of the threat of any such action, suit,
     proceeding, investigation or arbitration, together with any information and
     documentation relating thereto, as may be requested; notwithstanding
     anything to the contrary contained in this subsection, the Borrower shall
     promptly advise the Lenders, in writing, of the threatened or actual filing
     of any litigation against Borrower or any of its Subsidiaries which
     litigation may have a Material Adverse Effect or which may result in or
     alleges damages of $1,000,000 or more;

          (g) ENVIRONMENTAL NOTICES. Promptly after receipt thereof, notice of
     any actual or alleged violation, or notice of any action, claim or request
     for information, either judicial or administrative, from any governmental
     authority relating to any actual or alleged claim, notice of potential
     responsibility under or violation of any Environmental Law, or any actual
     or alleged spill, leak, disposal or other release of any waste, petroleum
     product, or hazardous waste or Hazardous Substance by any Consolidated
     Company which violation, action, claim request, spill, leak, disposal, or
     release could result in

                                      -55-

<PAGE>


     penalties, fines, claims or other liabilities which could reasonably be
     expected to have a Material Adverse Effect on any Consolidated Company;

          (h) ERISA.

               (i) Promptly after the occurrence thereof with respect to any
          Plan of any Consolidated Company or any ERISA Affiliate thereof, or
          any trust established thereunder, notice of (1) a "reportable event"
          described in Section 4043 of ERISA and the regulations issued from
          time to time thereunder (other than a "reportable event" not subject
          to the provisions for 30 day notice to the PBGC under such
          regulations), or (2) any other event which could subject any
          Consolidated Company to any tax, penalty or liability under Title I or
          Title IV of ERISA or Chapter 43 of the Code, or any tax or penalty
          resulting from a loss of deduction under Sections 162, 404 or 419 of
          the Code, where any such taxes, penalties or liabilities exceed or
          could exceed $250,000 in the aggregate;

               (ii) Promptly after such notice must be provided to the PBGC, or
          to a Plan participant, beneficiary or alternative payee, any notice
          required under Section 101(d), 302(f)(4), 303, 307, 4041(b)(1)(A) or
          4041(c)(1)(A) of ERISA or under Section 401(a)(29) or 412 of the Code
          with respect to any Plan of any Consolidated Company or any ERISA
          Affiliate thereof;

               (iii) Promptly after receipt, any notice received by any
          Consolidated Company or any ERISA Affiliate thereof concerning the
          intent of the PBGC or any other governmental authority to terminate a
          Plan of such Company or ERISA Affiliate thereof which is subject to
          Title IV of ERISA, or to impose any liability on such Company or ERISA
          Affiliate under Title IV of ERISA or Chapter 43 of the Code;

               (iv) Upon the request of the Administrative Agent, promptly upon
          the filing thereof with the Internal Revenue Service ("IRS") or the
          Department of Labor ("DOL"), a copy of IRS Form 5500 or annual report
          for each Plan of any Consolidated Company or ERISA Affiliate thereof
          which is subject to Title IV of ERISA;

               (v) Upon the request of the Administrative Agent, (A) true and
          complete copies of any and all documents, government reports and IRS
          determination or opinion letters or rulings for any Plan of any
          Consolidated Company from the IRS, PBGC or DOL, (B) any reports filed
          with the IRS, PBGC or DOL with respect to a Plan of the Consolidated
          Companies or any ERISA Affiliate thereof, or (C) a current

                                      -56-

<PAGE>


          statement of withdrawal liability for each Multiemployer Plan of any
          Consolidated Company or any ERISA Affiliate thereof,

          (i) LIENS. Promptly upon any Consolidated Company becoming aware
     thereof, notice of the filing of any federal statutory Lien, tax or other
     state or local government Lien or any other Lien affecting their respective
     properties, other than Permitted Liens;

          (j) PUBLIC FILINGS ETC. Promptly upon the filing thereof or
     otherwise becoming available, copies of all financial statements, annual,
     quarterly and special reports, proxy statements and notices sent or made
     available generally by Borrower to its public security holders, of all
     regular and periodic reports and all registration statements and
     prospectuses, if any, filed by it with any securities exchange, and of all
     press releases and other statements made available generally to the public
     containing material developments in the business or financial condition of
     Borrower and the other Consolidated Companies;

          (k) ACCOUNTANTS' REPORTS. Promptly upon receipt thereof, copies of all
     financial statements and all reports submitted by independent public
     accountants to Borrower in connection with each annual, interim, or special
     audit of Borrower's consolidated financial statements;

          (l) TRADEMARKS; LABOR DISPUTES, ETC. Promptly upon the existence or
     occurrence thereof, notice of the existence or occurrence of (i) failure of
     any Consolidated Company to hold in fall force and effect those material
     trademarks, service marks, patents, trade names, copyrights, licenses,
     franchises and similar rights necessary in the normal conduct of its
     business, and (ii) any strike, labor dispute, slow down or work stoppage as
     described in Section 6.2l;

          (m) NEW SUBSIDIARIES. Within 30 days after the formation or
     acquisition of any Subsidiary, or any other event resulting in the creation
     of a new Subsidiary, notice of the formation or acquisition of such
     Subsidiary or such occurrence, including a description of the assets of
     such entity, the activities in which it will be engaged, and such other
     information as the Administrative Agent may request, together with the
     other documents required by Section 7.1 0;

          (n) INTERCOMPANY ASSET TRANSFERS. Promptly upon the occurrence
     thereof, notice of the transfer of any assets from Borrower or any
     Guarantor to any other Consolidated Company that is not Borrower or a
     Guarantor (in any transaction or series of related transactions);

          (o) CAPITALIZED LEASE OBLIGATIONS. Promptly upon the occurrence
     thereof, notice and a complete description of any Capitalized Lease
     Obligations entered into by any Consolidated Company; and

                                      -57-

<PAGE>

          (p) OTHER INFORMATION. With reasonable promptness, such other
     information about the Consolidated Companies as the Administrative Agent or
     any Lender may reasonably request from time to time.

     SECTION 7.8. FINANCIAL COVENANTS.

          (a) FIXED CHARGE COVERAGE RATIO. Maintain as at the last day of each
     fiscal quarter, a ratio of EBITDA to Fixed Charges of at least 1.50: 1.0,
     computed on the basis of the four out of the immediately preceding five
     fiscal quarters of Borrower selected by Borrower, based on information
     contained in the Borrower's current financial statements and its financial
     statements for the four quarters selected.

          (b) TOTAL DEBT TO EBITDA RATIO. Maintain at all times, a maximum
     ratio of Total Debt to EBITDA, of not more than 3.5:1.0 for the period of
     four quarters most recently ended.

          (c) TOTAL SENIOR DEBT TO EBITDA RATIO. Maintain as at the last day of
     each fiscal quarter, a maximum ratio of Total Senior Debt to EBITDA of not
     more than 3.0:1.0, computed on the basis of the four most recently
     completed fiscal quarters of Borrower, based on information contained in
     the Borrower's current financial statements and its financial statements
     for the preceding four quarters.

          (d) CONSOLIDATED NET WORTH. Maintain at all times, Consolidated Net
     Worth of at least $20,000,000.00 plus (i) fifty percent (50%) of
     Consolidated Net Income earned after October 31, 1997 (without deduction
     for losses) determined at the end of each fiscal quarter of Borrower for
     the quarter most recently ended, and (ii) one hundred percent (100%) of
     the net proceeds of the sale of Capital Stock of any Consolidated Company.

          (e) RESTRICTED PAYMENTS. On an annual basis no Obligor shall declare
     or make any Restricted Payment unless the aggregate amount thereof for all
     Obligors during the year does not exceed the sum of (a) the lesser of (i)
     $1,000,000, or (ii) fifty percent (50%) of Consolidated Net Income for the
     current fiscal year of Borrower to that date (reduced by Consolidated Net
     Losses for the current fiscal year of Borrower to that date), plus (b) all
     proceeds from the sale of Capital Stock of the Obligors in the then current
     fiscal year of Borrower, and (c) all proceeds from the maturation, sale or
     disposition of Restricted Investments in the then current fiscal year of
     Borrower. No Restricted Payment shall be declared or made if a Default or
     an Event of Default exists or would exist as a result of such Restricted
     Payment. The total amount of Restricted Payments shall not exceed
     $2,500,000 during the term of this Agreement. In the event payments in
     redemption of Borrower's Series A Convertible Preferred Stock outstanding
     on the Closing Date effected after the Closing Date cause the amount of
     Restricted Payments to exceed the maximums provided above, Borrower shall
     not be deemed to be in default under this Agreement.

                                      -58-

<PAGE>


     SECTION 7.9. NOTICES UNDER CERTAIN OTHER INDEBTEDNESS. Immediately upon
its receipt thereof, Borrower shall furnish the Administrative Agent a copy of
any notice received by it or any other Consolidated Company from the holder(s)
of Indebtedness referred to in Section 8.1 (or from any trustee, agent,
attorney, or other party acting on behalf of such holder(s)) in an amount which,
in the aggregate, exceeds $100,000, where such notice states or claims (i) the
existence or occurrence of any default or event of default with respect to such
Indebtedness under the terms of any indenture, loan or credit agreement,
debenture, note, or other document evidencing or governing such Indebtedness, or
(ii) the existence or occurrence of any event or condition which requires or
permits holder(s) of any Indebtedness to exercise rights under any documents
evidencing or securing such Indebtedness. Borrower agrees to take such actions
as may be necessary to require the holder(s) of any Indebtedness (or any trustee
or agent acting on their behalf) incurred pursuant to documents executed or
amended and restated after the Closing Date, to furnish copies of all such
notices directly to the Administrative Agent simultaneously with the furnishing
thereof to Borrower, and that such requirement may not be altered or rescinded
without the prior written consent of the Administrative Agent.

     SECTION 7.10. ADDITIONAL GUARANTORS. Within thirty (30) days after, and on
at least a quarterly basis, the Borrower shall give the Administrative Agent and
the Lenders prompt written notification of (i) the formation or acquisition
(provided that nothing in this Section shall be deemed to authorize or prohibit
the acquisition of any entity) of any Subsidiary not listed on SCHEDULE 6.1,
(ii) the transfer of assets by any Consolidated Company as a result of which
the recipient of such assets becomes a Subsidiary, and (iii) the occurrence of
any other event creating a new Subsidiary. Within thirty (30) days of the
acquisition or formation of any new Subsidiary, Borrower shall deliver to the
Administrative Agent copies of the Articles of Incorporation and bylaws of each
such Subsidiary and shall cause such Subsidiary to execute and deliver (i) a
joinder to this Agreement in the form of EXHIBIT K attached hereto; (ii) a
Supplement to Subsidiary Guaranty Agreement in the form of EXHIBIT L attached
hereto; (iii) an Agreement Not to Encumber; (iv) a Supplement to Contribution
Agreement in the form of EXHIBIT M attached hereto; and (v) a Supplement to
Security Agreement in the form of EXHIBIT G attached hereto, all in the
prescribed form or such other form and substance as may be satisfactory to the
Administrative Agent and the Required Lenders.

     SECTION 7.11. FISCAL YEAR. Borrower shall not change its fiscal year now
employed for accounting and reporting purposes without the prior written consent
of the Administrative Agent and the Required Lenders, which consent shall not be
unreasonably withheld.

     SECTION 7.12. OWNERSHIP OF GUARANTORS. Borrower shall maintain at least
its percentage of ownership existing as of the date hereof of all Guarantors,
and shall not decrease its ownership percentage in each Person which becomes a
Guarantor after the date hereof, as such ownership exists at the time such
Person becomes a Guarantor.

SECTION 7.13. LOCKBOX ACCOUNT: SPECIAL COLLECTION ACCOUNT.

                                      -59-

<PAGE>


          (a) The Borrower and its Subsidiaries shall maintain at the
     Administrative Agent a lockbox account for the collection of all of their
     receivables which shall be activated on demand of the Administrative Agent
     after an Event of Default. Such account shall be subject to such terms,
     conditions and documentation as may be reasonably required by the
     Administrative Agent.

          (b) Borrower and its Subsidiaries shall maintain a special collection
     account (the "Special Collection Account") with Administrative Agent and
     after demand by the Administrative Agent after an Event of Default all
     funds received by Borrower and its Subsidiaries from sales of Inventory,
     all refunds of taxes, all remittances by Account Debtors of the Borrower or
     any Subsidiary, and all other proceeds of Collateral shall be deposited no
     later than the next Business Day following receipt thereof. From and after
     an Event of Default, Administrative Agent shall have the exclusive right to
     withdraw or debit funds from the Special Collection Account which may be
     accomplished by any directive signed by any two officers of Administrative
     Agent. Administrative Agent will use its best efforts to daily withdraw the
     collected balance in the Special Collection Account and apply it to the
     Loans.

     SECTION 7.14. CONSENTS OF LESSOR. Unless waived by the Administrative
Agent, in the event that a material amount (in the discretion of the
Administrative Agent) of the Collateral is ever located on any leased premises,
the Borrower shall furnish or cause to be furnished additional executed Consents
of Lessor for such leased premises.

     SECTION 7.15. SUBORDINATION OF INTERCOMPANY Loans. All loans or fees owed
to any Guarantor or any other Consolidated Company, or any Affiliate of any
thereof, shall, at all times, be subordinate to the Loans and the Borrower shall
cause its Subsidiaries and/or Affiliates from time to time to execute and
deliver to the Administrative Agent and the Required Lenders subordination
agreements in form and content satisfactory to the Administrative Agent and
the Required Lenders.

     SECTION 7.16. PROCEEDS OF ASSETS SALES/EQUIIY OFFERINGS. The Net Proceeds
of the sale of any asset of any Consolidated Company sold other than in the
ordinary course of business and the proceeds of any sale or placement of Capital
Stock or Subordinated Debt by any Consolidated Company, net of reasonable and
customary fees and expenses, shall be promptly paid over to the Administrative
Agent for distribution to the Lenders as a reduction in the Loans. Such
reduction shall not reduce any Lender's Commitment.

     SECTION 7.17. HEDGING AGREEMENTS. Within thirty (30) days after the Closing
Date, Borrower shall enter into and maintain through the Termination Date
agreements in form, on terms, and with Persons acceptable to the Administrative
Agent and the Required Lenders which afford Borrower protection against interest
rate fluctuations on a minimum of fifty percent (50%) of the Indebtedness of the
Borrower outstanding as of the Closing Date.

                                      -60-


<PAGE>


                                   ARTICLE 8.

                               NEGATIVE COVENANTS

     So long as any Commitment remains in effect hereunder or any Note shall
remain unpaid, Borrower will not and will not permit any Subsidiary to:

     SECTION 8.1. INDEBTEDNESS. Create, incur, assume or suffer to exist any
Indebtedness, other than:

          (a) Indebtedness under this Agreement;

          (b) Indebtedness outstanding on the date hereof and described on
     SCHEDULE (excluding Refinanced Indebtedness), together with all extensions,
     renewals and refinancings thereof, PROVIDED, HOWEVER, any such extensions,
     renewals and refinancings shall not, without the written consent of the
     Administrative Agent and Required Lenders, increase any such Indebtedness
     or modify the terms of said Indebtedness on terms less favorable to the
     maker or obligor;

          (c) purchase money Indebtedness to the extent secured by a Lien
     permitted by Section 8.2(b) provided such purchase money Indebtedness does
     not exceed $1,000,000;

          (d) unsecured current liabilities (other than liabilities for borrowed
     money or liabilities evidenced by promissory notes, bonds or similar
     instruments) incurred in the ordinary course of business and either (i) not
     more than 30 days past due (determined in accordance with the payment terms
     of such liabilities), or (ii) being disputed in good faith by appropriate
     proceedings with reserves for such disputed liability maintained in
     conformity with GAAP;

          (e) the Intercompany Loans described on SCHEDULE 6.22 and any other
     loans between Borrower and/or the Restricted Subsidiaries provided that the
     Administrative Agent shall be advised of each loan in writing promptly
     after the funding of each loan;

          (f) Subordinated Debt in form and substance acceptable to the
     Administrative Agent and the Required Lenders, and evidenced by their
     written consent thereto;

          (g) Indebtedness arising under interest rate contracts; 

          (h) Indebtedness owed to any Person that is not an Affiliate of a
     Consolidated Company that is incurred in connection with a Permitted
     Acquisition; and

          (i) endorsements of instruments for deposit or collection in the
     ordinary course of business.

                                      -61-

<PAGE>


     SECTION 8.2. LIENS. Create, incur, assume or suffer to exist any Lien on
any of its property now owned or hereafter acquired to secure any Indebtedness
other than:

          (a) Liens existing on the date hereof disclosed on SCHEDULE 8.2 and,
     provided no Event of Default has occurred and is then continuing, any
     renewal, extension or refunding of such Lien in an amount not exceeding the
     amount thereof remaining unpaid immediately prior to such renewal,
     extension or refunding;

          (b) any Lien on any property securing Indebtedness incurred or assumed
     for the purpose of financing all or any part of the acquisition cost of
     such property and any refinancing thereof, provided that such Lien does not
     extend to any other property, and provided further that the aggregate
     principal amount of Indebtedness secured by all such Liens at any time does
     not exceed $1,000,000;

          (c) Liens for taxes not yet due, and Liens for taxes or Liens imposed
     by ERISA which are being contested in good faith by appropriate proceedings
     and with respect to which adequate reserves are being maintained;

          (d) Statutory Liens of landlords, existing contractual Liens of
     landlords, future contractual Liens of landlords not to exceed five percent
     (5%) of the number of leases in existence from time to time and Liens
     of carriers, warehousemen, mechanics, materialmen and other Liens imposed
     by law created in the ordinary course of business for amounts not yet due
     or which are being contested in good faith by appropriate proceedings and
     with respect to which adequate reserves are being maintained;

          (e) Liens incurred or deposits made in the ordinary course of business
     in connection with workers compensation, unemployment insurance and other
     types of social security, or to secure the performance of tenders,
     statutory obligations, surety and appeal bonds, bids, leases, government
     contracts, performance and return-of-money bonds and other similar
     obligations (exclusive of obligations for the payment of borrowed money);

          (f) Liens resulting from zoning, easements, and restrictions on the
     use of such real estate, or rights reserved or vested in governmental
     authority, which do not materially impair the use of such real estate;

          (g) Liens on any assets and properties of any Subsidiary hereafter
     acquired or created in connection with a Permitted Acquisition; and

          (h) Liens securing Permitted Debt which have been approved by the
     Administrative Agent and the Required Lenders prior to the creation of such
     Liens.

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<PAGE>

     SECTION 8.3. SALES, ETC. Sell, lease, assign, discount or otherwise dispose
of the Collateral or any other property or assets (including Capital Stock of
Subsidiaries) except in the ordinary course of business and except for sales,
the proceeds of which are used to acquire substitute property of equal value
which is Collateral.

     SECTION 8.4. MERGERS, ACQUISITIONS, SALES, ETC. Without the prior written
consent of the Administrative Agent and the Required Lenders, merge or
consolidate with any other Person, other than Borrower or another Subsidiary, or
sell, lease, or otherwise dispose of its accounts, property or other assets
(including capital stock of Subsidiaries), or, except for the purchase of
capital stock as an investment in a Subsidiary as permitted by subsection (a) in
Section 8.5 below, purchase, lease or otherwise acquire all or any substantial
portion of the property or assets (including capital stock) of any Person;
provided, however, that the foregoing restrictions on asset sales shall not be
applicable to (i) sales of equipment or other personal property being replaced
by other equipment or other personal property purchased as a capital expenditure
item having comparable values, (ii) a sale, lease or transfer of assets of the
Borrower or any Subsidiary to the Borrower or to any other Subsidiary, and (iii)
sales of inventory in the ordinary course of business; and, provided further,
that the foregoing restrictions on mergers shall not apply to mergers involving
Borrower or a Restricted Subsidiary and another entity, provided Borrower or a
Restricted Subsidiary is the surviving entity, and mergers. between a Subsidiary
of Borrower and Borrower or between Subsidiaries of Borrower provided that, in
either case, upon consummation of such mergers, Borrower is in compliance with
the provisions of this Agreement; provided, however, that no transaction
pursuant to clauses (i), (ii), (iii) or the second proviso above shall be
permitted if any Default or Event of Default otherwise exists at the time of
such tranaction or would otherwise exist as a result of such transaction. The
foregoing restrictions shall not apply to the merger or consolidation of a
member or members of the International Group with or the sale of all or
substantially all of the assets of a member or members of the International
Group to any other Person which is not a Consolidated Company.

     SECTION 8.5. INVESTMENTS, LOANS, ETC. Make or permit to remain outstanding
any Investments, other than:

          (a) Investments which are not Restricted Investments;

          (b) Investments made by Plans; and

          (c) Permitted Acquisitions.

     SECTION 8.6. SALE AND LEASEBACK TRANSACTIONS. Sell or transfer any
property, real or personal, whether now owned or hereafter acquired, and
thereafter rent or lease such property or other property which any Consolidated
Company intends to use for substantially the same purpose or purposes as the
property being sold or transferred.

     SECTION 8.7. TRANSACTIONS WITH AFFILIATES.

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<PAGE>

          (a) Enter into any material transaction or series of related
     transactions which in the aggregate would be material, not in the ordinary
     course of business, with any Consolidated Company or an Affiliate of any
     Consolidated Company, other than on terms and conditions substantially as
     favorable to such Consolidated Company as would be obtained by such
     Consolidated Company at the time in a comparable arm's length transaction
     with a Person other than an Affiliate.

          (b) Convey or transfer to any other Person (including any other
     Consolidated Company) any real property, buildings, or fixtures used in the
     manufacturing or production operations of any Consolidated Company, or
     convey or transfer to any other Consolidated Company any other assets
     (excluding conveyances or transfers in the ordinary course of business) if
     at the time of such conveyance or transfer any Default or Event of Default
     exists or would exist as a result of such conveyance or transfer.

     SECTION 8.8. OPTIONAL PREPAYMENTS. Directly or indirectly, prepay,
purchase, redeem, retire, defease or otherwise acquire, or make any optional
payment on account of any principal of, interest on, or premium payable in
connection with the optional prepayment, redemption or retirement of, any of its
Indebtedness, or give a notice of redemption with respect to any such
Indebtedness, or make any payment in violation of the subordination provisions
of any Subordinated Debt, except with respect to (i) the Obligations under this
Agreement and the Notes, and (ii) trade payables incurred in the ordinary course
of business.

     SECTION 8.9. CHANGES IN BUSINESS. Enter into any business which is
substantially different from that presently conducted by the Consolidated
Companies taken as a whole.

     SECTION 8.10. ERISA. Take or fail to take any action with respect to any
Plan of any Consolidated Company or, with respect to its ERISA Affiliates, any
Plans which are subject to Title IV of ERISA or to continuation health care
requirements for group health plans under the Code, including without limitation
(i) establishing any such Plan, (ii) amending any such Plan (except where
required to comply with applicable law), (iii) terminating or withdrawing from
any such Plan, or (iv) incurring an amount of unfunded benefit liabilities, as
defined in Section 4001(a)(18) of ERISA, or any withdrawal liability under Title
IV of ERISA with respect to any such Plan, without first obtaining the written
approval of the Administrative Agent and the Required Lenders, where such
actions or failures could result in a Material Adverse Effect.

     SECTION 8.11. ADDITIONAL NEGATIVE PLEDGES. Create or otherwise cause or
suffer to exist or become effective, directly or indirectly, any prohibition or
restriction on the creation or existence of any Lien upon any asset of any
Obligor, other than pursuant to (i) the terms of any agreement, instrument or
other document pursuant to which any Permitted Indebtedness is incurred by any
Obligor, so long as such prohibition or restriction applies only to the property
or asset being financed by such Indebtedness, and (ii) any requirement of
applicable law or any regulatory authority having jurisdiction over any of the
Consolidated Companies.

                                      -64-

<PAGE>

     SECTION 8.12. LIMITATION ON PAYMENT RESTRICTIONS AFFECTING CONSOLIDATED
COMPANIES. Create or otherwise cause or suffer to exist or become effective, any
consensual encumbrance or restriction on the ability of any Consolidated Company
to (i) pay dividends or make any other distributions on such Consolidated
Company's stock, or (ii) pay any indebtedness owed to Borrower or any other
Consolidated Company, or (iii) transfer any of its property or assets to
Borrower or any other Consolidated Company, except any consensual encumbrance or
restriction existing under the Credit Documents.

     SECTION 8.13. ACTIONS UNDER CERTAIN DOCUMENTS. Without the prior written
consent of the Administrative Agent (which consent shall not be unreasonably
withheld), modify, amend, cancel or rescind the Intercompany Loans or any
agreements or documents evidencing or governing Subordinated Debt or Permitted
Debt (except that Permitted Debt between Obligors may be modified or amended so
long as it otherwise satisfies the requirements of Section 8.1) or make any
principal payments thereunder until the Obligations are repaid in full and the
Commitments terminated.

     SECTION 8.14. USE OF PROCEEDS. Use of proceeds of the Loans for any purpose
except those set forth herein.

     SECTION 8.15. GUARANTIES. Without the prior written consent of the
Administrative Agent, extend or permit any Subsidiaries to execute any guaranty
other than (i) endorsements of Instruments for deposit or collection in the
ordinary and normal course of business, and (ii) guaranties approved in writing
by the Administrative Agent and Required Lenders.

     SECTION 8.16. NO PAYMENTS ON THE SUBORDINATED OBLIGATIONS. Without the
prior written consent of the Administrative Agent and Required Lenders:

          (a) The Borrower shall not make or cause to be made any payment of
     principal on the Subordinated Debt unless and until all Obligations due the
     Lenders hereunder are paid in full; and

          (b) Upon the occurrence of an Event of Default, Borrower shall not
     thereafter make or cause any payment of interest to be made on the
     Subordinated Debt; and

          (c) Upon the occurrence and continuation of an Event of Default and,
     as a result of which, the Administrative Agent has elected to exercise any
     of the remedies under Article 9, the Borrower shall not thereafter make or
     permit to be made any payments of any nature whatsoever on the Subordinated
     Debt.

     SECTION 8.17. CHANGES IN MANAGEMENT. Without the prior written consent of
the Administrative Agent, in its sole and absolute discretion, permit a change
in the senior management of the Borrower.

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<PAGE>

     SECTION 8.18. INVESTMENTS IN ABLE INTERNATIONAL. Without the prior written
consent of the Administrative Agent and the Required Lenders, make an Investment
in any member of the International Group or their assets or become in any way
liable for the Indebtedness of any member of the International Group.

                                   ARTICLE 9.

                               EVENTS OF DEFAULT

     Upon the occurrence and during the continuance of any of the following
specified events (each an "Event of Default"):

     SECTION 9.1. PAYMENTS. Borrower shall fail to pay within two (2) days
after the date when due (including, without limitation, by mandatory prepayment)
any principal payment with respect to the Loans, or any payment of interest, fee
or other amount payable hereunder;

     SECTION 9.2. COVENANTS WITHOUT NOTICE. Borrower shall fail to observe or
perform any covenant or agreement contained in Sections 7.7, 7.8 or 8.1 through
8.8;

     SECTION 9.3. OTHER COVENANTS. Borrower shall fail to observe or perform any
covenant or agreement contained in this Agreement, other than those referred to
in Sections 9.1 and 9.2, and if capable of being remedied, such failure shall
remain unremedied for 30 days after the earlier of (i) Borrower's obtaining
knowledge thereof, or (ii) written notice thereof shall have been given to
Borrower by Administrative Agent or any Lender;

     SECTION 9.4. REPRESENTATIONS. Any representation or warranty made or deemed
to be made by Borrower or any other Credit Party or by any of its officers under
this Agreement or any other Credit Document (including the Schedules attached
thereto), or any certificate or other document submitted to the Administrative
Agent or the Lenders by any such Person pursuant to the terms of this Agreement
or any other Credit Document, shall be incorrect in any material respect when
made or deemed to be made or submitted;

     SECTION 9.5. NON-PAYMENTS OF OTHER INDEBTEDNESS. Any Consolidated Company
shall fail to make when due (whether at stated maturity, by acceleration, on
demand or otherwise, and after giving effect to any applicable grace period) any
payment of principal of or interest on any Indebtedness (other than the
Obligations) the principal balance of which individually or in the aggregate
with other defaulted Indebtedness exceeds One Hundred Thousand and no/100s
Dollars ($100,000) unless the failure to perform is being contested by the
Consolidated Company and adequate reserves in accordance with GAAP have been
created on the books of the Consolidated Company to provide for such payment or
performance;

     SECTION 9.6. DEFAULTS UNDER OTHER AGREEMENTS. Any Consolidated Company
shall fail to observe or perform within any applicable grace period any
covenants or agreements (other than those referenced in Section 9.5) contained
in any agreements or instruments relating to any

                                      -66-

<PAGE>

of its Indebtedness the principal balance of which individually or in the
aggregate with other defaulted Indebtedness exceeds One Hundred Thousand and
no/100s Dollars ($100,000) unless the failure to perform is being contested by
the Consolidated Company and adequate reserves in accordance with GAAP have been
created on the books of the Consolidated Company to provide for such payment or
performance or any other event shall occur if the effect of such failure or
other event is to accelerate, or to permit the holder of such Indebtedness or
any other Person to accelerate, the maturity of such Indebtedness; or any such
Indebtedness shall be required to be prepaid (other than by a regularly
scheduled required prepayment) in whole or in part prior to its stated maturity;

     SECTION 9.7. BANKRUPTCY. Borrower or any other Consolidated Company shall
commence a voluntary case concerning itself under the Bankruptcy Code or an
involuntary case for bankruptcy is commenced against any Consolidated Company
and the petition is not controverted within 10 days, or is not dismissed within
60 days, after commencement of the case; or a custodian (as defined in the
Bankruptcy Code) is appointed for, or takes charge of, all or any substantial
part of the property of any Consolidated Company; or any Consolidated Company
commences proceedings of its own bankruptcy or to be granted a suspension of
payments or any other proceeding under any reorganization, arrangement,
adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or
similar law of any jurisdiction, whether now or hereafter in effect, relating to
any Consolidated Company or there is commenced against any Consolidated Company
any such proceeding which remains undismissed for a period of 60 days; or any
Consolidated Company is adjudicated insolvent or bankrupt; or any order of
relief or other order approving any such case or proceeding is entered; or any
Consolidated Company suffers any appointment of any custodian or the like for it
or any substantial part of its property to continue undischarged or unstayed for
a period of 60 days; or any Consolidated Company makes a general assignment for
the benefit of creditors; or any Consolidated Company shall fail to pay, or
shall state that it is unable to pay, or shall be unable to pay, its debts
generally as they become due; or any Consolidated Company shall call a meeting
of its creditors with a view to arranging a composition or adjustment of its
debts; or any Consolidated Company shall by any act or failure to act indicate
its consent to, approval of or acquiescence in any of the foregoing; or any
corporate action is taken by any Consolidated Company for the purpose of
effecting any of the foregoing;

     SECTION 9.8. ERISA. A Plan of a Consolidated Company or a Plan subject to
Title IV of ERISA of any of its ERISA Affiliates:

          (a) shall fail to be funded in accordance with the minimum funding
     standard required by applicable law, the terms of such Plan, Section 412 of
     the Code or Section 302 of ERISA for any plan year or a waiver of such
     standard is sought or granted with respect to such Plan under applicable
     law, the terms of such Plan, Section 412 of the Code or Section 303 of
     ERISA; or

          (b) is being, or has been, terminated or the subject of termination
     proceedings under applicable law or the terms of such Plan; or

                                      -67-

<PAGE>

          (c) shall require a Consolidated Company to provide security under
     applicable law, the terms of such Plan, Section 401 or 412 of the Code or
     Section 306 or 307 of ERISA; or

          (d) results in a liability to a Consolidated Company under applicable
     law, the terms of such Plan, or Title IV of ERISA;

and there shall result from any such failure, waiver, termination or other event
a liability to the PBGC or a Plan that would have a Material Adverse Effect;

     SECTION 9.9. MONEY JUDGMENT. A judgment, tax lien or order for the payment
of money in excess of Two Hundred Fifty Thousand and no/100s Dollars ($250,000)
individually or in the aggregate or otherwise having a Material Adverse Effect
shall be rendered against Borrower or any other Consolidated Company and such
judgment or order shall continue unsatisfied (in the case of a money judgment)
and in effect for a period of 60 days during which execution shall not be
effectively stayed or deferred (whether by action of a court, by agreement or
otherwise);

     SECTION 9.10. OWNERSHIP OF CREDIT PARTIES. If Borrower shall at any time
fail to own and control the required percentage of the voting stock of any
Guarantor, either directly or indirectly through a Wholly-Owned Subsidiary of
Borrower;

     SECTION 9.11. CHANGE IN CONTROL OF BORROWER.

          (a) Any "person" or "group" (within the meaning of Sections 13(d) and
     14(d)(2) of the Exchange Act) (other than the Persons listed on SCHEDULE
     9.11) shall become the "beneficial owner(s)" (as defined in Rule 13d-3
     promulgated under the Exchange Act) of more than twenty percent (20%) of
     the shares of the outstanding common stock of Borrower entitled to vote
     for members of Borrower's board of directors; or

          (b) any event or condition shall occur or exist which, pursuant to the
     terms of any change in control provision, requires or permits the holder(s)
     of Indebtedness of any Consolidated Company to require that such
     Indebtedness be redeemed, repurchased, defeased, prepaid or repaid, in
     whole or in part, or the maturity of such Indebtedness to be accelerated in
     any respect;

     SECTION 9.12. DEFAULT UNDER OTHER CREDIT DOCUMENTS. There shall exist or
occur any "Event of Default" as provided under the terms of any other Credit
Document, or any Credit Document ceases t6 be in full force and effect or the
validity or enforceability thereof is disaffirmed by or on behalf of Borrower
or any other Credit Party, or any Credit Party seeks to cancel or terminate any
Credit Documents or to limit its liability thereunder, or at any time it is or
becomes unlawful for Borrower or any other Credit Party to perform or comply
with its

                                      -68-

<PAGE>

obligations under any Credit Document, or the obligations of Borrower or any
other Credit Party under any Credit Document are not or cease to be legal, valid
and binding on Borrower or any such Credit Party;

     SECTION 9.13. ATTACHMENTS. An attachment or similar action for an amount
in excess of $100,000 shall be made on or taken against any of the assets of any
Consolidated Company and is not removed, suspended or enjoined within 30 days of
the same being made or any suspension or injunction being lifted;

     SECTION 9.14. MATERIAL ADVERSE EFFECT. An event having a Material Adverse
Effect shall have occurred and be unremedied;

then, and in any such event, and at any time thereafter if any Event of Default
shall then be continuing, the Administrative Agent may, and upon the written or
telex request of the Required Lenders, shall, by written notice to Borrower,
take any or all of the following actions, without prejudice to the rights of
the Administrative Agent any Lender or the holder of any Note to enforce its
claims against Borrower or any other Credit Party: (i) declare all Commitments
terminated, whereupon the pro rata Commitments of each Lender shall terminate
immediately and any commitment fee shall forthwith become due and payable
without any other notice of any kind; (ii) declare the principal of and any
accrued interest on the Loans, and all other obligations-owing hereunder, to be,
whereupon the same shall become, forthwith due and payable without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by
Borrower; (iii) exercise all of its rights and remedies as provided under this
Agreement, the Guaranty Documents or the Security Documents or as otherwise
allowed by law; and (iv) require activation of the Lockbox Account and Special
Collection Account referenced in Section 7.13; provided, that, if an Event of
Default specified in Section 9.7 shall occur, the result which would occur upon
the giving of written notice by the Administrative Agent to any Credit Party, as
specified in clauses (i) and (ii) above, shall occur automatically without the
giving of any such notice.

                                   ARTICLE 10.

                                    THE AGENT

     SECTION 10.1. Each Lender hereby designates SunTrust Bank, South Florida,
National Association as Administrative Agent to perform administrative matters
concerning the Loans and to act as herein specified. Each Lender hereby
designates Bank of America, FSB as the Syndication Agent to act as and discharge
the usual and customary duties of a syndication agent in transactions similar to
those contemplated by this Agreement. Each Lender hereby irrevocably authorizes,
and each holder of any Note by the acceptance of a Note shall be deemed
irrevocably to authorize, each Agent to take such actions on its behalf under
the provisions of this Agreement, the other Credit Documents, and all other
instruments and agreements referred to herein or therein, and to exercise such
powers and to perform such duties and thereunder as are specifically delegated
to or required of the Agents by the terms

                                      -69-

<PAGE>

hereof and thereof and such other powers as are reasonably incidental thereto.
The Agents may perform any of their duties hereunder by or through their agents
or employees. The provisions of this Article 10 are solely for the benefit of
the Agents. Borrower and the other Consolidated Companies shall not have any
rights as third party beneficiaries of any of the provisions hereof. In
performing their functions and duties under this Agreement, the Agents shall act
solely as agent of the Lenders and do not assume and shall not be deemed to have
assumed any obligations towards or relationship of agency or trust with, or for
the Borrower and the other Consolidated Companies.

     SECTION 10.2. NATURE OF DUTIES OF AGENTS. The Agents shall have no duties
or responsibilities except those expressly set forth in this Agreement and the
other Credit Documents. Neither the Agents nor any of their respective officers,
directors, employees or agents shall be liable for any action taken or omitted
by it as such hereunder or in connection herewith unless caused by its gross
negligence or willful misconduct. The duties of the Agents shall be ministerial
and administrative in nature; the Agents shall not have by reason of this
Agreement a fiduciary relationship in respect of any Lender; and nothing in this
Agreement, express or implied, is intended to or shall be so construed as to
impose upon the Agents any obligations, in respect of this Agreement or the
other Credit Documents except as expressly set forth herein. No implied
covenants, functions, responsibilities, duties, obligations or liabilities shall
be read into this Agreement or any other Credit Document or otherwise exist
against either Agent. Without limiting the generality of the foregoing sentence,
the use of the term "agent" in this Agreement with reference to the Agents is
not intended to connote any fiduciary or other implied (or express)
obligations arising under agency doctrine of any applicable law. Instead, such
term is used merely as a matter of market custom, and is intended to create or
reflect only an administrative relationship between independent contracting
parties.

     Section 10.3. LACK OF RELIANCE ON THE AGENTS.

          (a) Independently and without reliance upon the Agents, each Lender,
     to the extent it deems appropriate, has made and shall continue to make (i)
     its own independent investigation of the financial condition and affairs of
     the Credit Parties in connection with the taking or not taking of any
     action in connection herewith, and (ii) its own appraisal of the
     creditworthiness of the Credit Parties, and, except as expressly provided
     in this Agreement, the Agents shall have no duty or responsibility, either
     initially or on a continuing basis, to provide any Lender with any credit
     or other information with respect thereto, whether coming into its
     possession before the making of the Loans or at any time or times
     thereafter.

          (b) The Agents shall not be responsible to any Lender for any
     recitals, statements, information, representations or warranties herein or
     in any document, certificate or other writing delivered in connection
     herewith or for the execution, effectiveness, genuineness, validity,
     enforceability, collectability, priority or sufficiency of this Agreement,
     the Notes, the Guaranty Agreements, or any other documents contemplated
     hereby or thereby, or the financial condition of the Credit Parties, or be

                                      -70-

<PAGE>

     required to make any inquiry concerning either the performance or
     observance of any of the terms, provisions or conditions of this Agreement,
     the Notes, the Guaranty Agreements, or the other documents contemplated
     hereby or thereby, or the financial condition of the Credit Parties, or the
     existence or possible existence of any Default or Event of Default;
     provided, however, to the extent that the Administrative Agent has been
     advised that a Lender has not received any information formally delivered
     to the Administrative Agent pursuant to Section 7.7, the Administrative
     Agent shall deliver or cause to be delivered such information to such
     Lender.

     SECTION 10.4. CERTAIN RIGHTS OF THE AGENTS. If the Agents shall request
instructions from the Required Lenders with respect to any action or actions
(including the failure to act) in connection with this Agreement, the Agents
shall be entitled to refrain from such act or taking such act, unless and until
the Agents shall have received instructions from the Required Lenders; and the
Agents shall not incur liability to any Person by reason of so refraining.
Without limiting the foregoing, no Lender shall have any right of action
whatsoever against the Agents as a result of the Agents acting or refraining
from acting hereunder in accordance with the instructions of the Required
Lenders.

     SECTION 10.5. RELIANCE BY AGENTS. The Agents shall be entitled to rely, and
shall be fully protected in relying, upon any note, writing, resolution, notice,
statement, certificate, telex, teletype or telecopier message, cable gram,
radiogram, order or other documentary, teletransmission or telephone message
believed by it to be genuine and correct and to have been signed, sent or made
by the proper Person. The Agents may consult with legal counsel (including
counsel for any Credit Party), independent public accountants and other experts
selected by it and shall not be liable for any action taken or omitted to be
taken by it in good faith in accordance with the advice of such counsel,
accountants or experts. An Agent shall not be responsible for the negligence or
misconduct of any agent or attorney in fact that the Agent selects with
reasonable care.

     SECTION 10.6. INDEMNIFICATION OF AGENTS. To the extent the Agents are not
reimbursed and indemnified by the Credit Parties, each Lender will reimburse
and indemnify the Agents, ratably according to the respective amounts of the
Loans outstanding under all Facilities (or if no amounts are outstanding,
ratably in accordance with the Total Commitments), in either case, for and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses (including counsel fees and
disbursements) or disbursements of any kind or nature whatsoever which may be
imposed on, incurred by or asserted against the Agents in performing their
duties hereunder, in any way relating to or arising out of this Agreement or the
other Credit Documents; provided that no Lender shall be liable to an Agent for
any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting from the
Agents' gross negligence or willful misconduct.

     SECTION 10.7. THE AGENTS IN THEIR INDIVIDUAL CAPACITY. With respect to
their obligation to lend under this Agreement, the Loans made by them and the
Notes issued to them, the Agents shall have the same rights and powers hereunder
as other Lender or holder of a

                                      -71-

<PAGE>

Note and may exercise the same as though it were not performing the duties
specified herein; and the terms "Lenders", "Required Lenders", "holders of
Notes", or any similar terms shall, unless the context clearly otherwise
indicates, include the Agents in their individual capacity. The Agents may
accept deposits from, lend money to, and generally engage in any kind of
banking, trust, financial advisory or other business with the Consolidated
Companies or any affiliate of the Consolidated Companies as if it were not
performing the duties specified herein, and may accept fees and other
consideration from the Consolidated Companies for services in connection with
this Agreement and otherwise without having to account for the same to the
Lenders.

     SECTION 10.8. HOLDERS OF NOTES. The Agents may deem and treat the payee of
any Note as the owner thereof for all purposes hereof unless and until a written
notice of the assignment or transfer thereof shall have been filed with the
Administrative Agent. Any request, authority or consent of any Person who, at
the time of making such request or giving such authority or consent, is the
holder of any Note shall be conclusive and binding on any subsequent holder,
transferee or assignee of such Note or of any Note or Notes issued in exchange
therefor.

     SECTION 10.9. SUCCESSOR AGENTS.

          (a) Either Agent may resign at any time by giving written notice
     thereof to the Lenders and Borrower and may be removed at any time with or
     without cause by the Required Lenders; provided, however, an Agent may not
     resign or be removed until a successor Administrative Agent or Syndication
     Agent, as the case may be, has been appointed and shall have accepted such
     appointment. Upon any such resignation or removal, the Required Lenders
     shall have the right to appoint a successor Administrative Agent or
     Syndication Agent subject to Borrower's prior written approval, which
     approval will not be unreasonably withheld. If no successor Administrative
     Agent or Syndication Agent shall have been so appointed by the Required
     Lenders, and shall have accepted such appointment, within 30 days after the
     retiring Administrative Agent's or Syndication Agent's giving of notice of
     resignation or the Required Lenders' removal of the retiring Administrative
     Agent or Syndication Agent, then the retiring Administrative Agent or
     Syndication Agent may, on behalf of the Lenders, appoint a successor
     Administrative Agent or Syndication Agent subject to Borrower's prior
     written approval, which approval will not be unreasonably withheld, which
     successor Administrative Agent or Syndication Agent shall be a bank which
     maintains an office in the United States, or a commercial bank organized
     under the laws of the United States of America or any State thereof, or any
     Affiliate of such bank, having a combined capital and surplus of at least
     $100,000,000. Notwithstanding the foregoing, Borrower's approval shall not
     be required at any time that a Default or an Event of Default shall have
     occurred and be uncured. If at any time SunTrust Bank, South Florida,
     National Association or Bank of America, FSB is removed as a Lender, such
     party, shall simultaneously resign as Administrative Agent or Syndication
     Agent, as the case may be.

          (b) Upon the acceptance of any appointment as the Administrative Agent
     or Syndication Agent hereunder by a successor Administrative Agent or
     Syndication Agent,

                                      -72-

<PAGE>

     such successor Administrative Agent or Syndication Agent shall thereupon
     succeed to and become vested with all the rights, powers, privileges and
     duties of the retiring Administrative Agent or Syndication Agent, and the
     retiring Administrative Agent or Syndication Agent shall be discharged from
     its duties and obligations under this Agreement. After any retiring
     Administrative Agent or Syndication Agent's resignation or removal
     hereunder as Administrative Agent or Syndication Agent, the provisions of
     this Article shall inure to its benefit as to any actions taken or omitted
     to be taken by it while it was an Administrative Agent or Syndication Agent
     under this Agreement.

     SECTION 10.10. AGENTS IN INDIVIDUAL CAPACITY. Either Agent may make loans
to, enter into interest rate swap agreements with, accept deposits from, acquire
equity interests in and generally engage in any kind of banking, trust,
financial advisory, underwriting or other business with any Consolidated Company
as though such Agent was not, an Agent hereunder and without notice to or
consent of the Lenders. The Lenders acknowledge that, pursuant to such
activities, either Agent may receive information regarding any Consolidated
Company (including information that may be subject to confidentiality
obligations in favor of a Consolidated Company) and acknowledge that the Agents
shall be under no obligation to provide such information to them. With respect
to its Loans, an Agent shall have the same rights and powers under this
Agreement as any other Lender and may exercise the same as though it were not an
Agent.

     SECTION 10.11. ADMINISTRATIVE AGENT'S PERFECTION OF SECURITY INTEREST. The
parties hereto acknowledge that the Administrative Agent currently has perfected
Liens on portions of the Collateral which are titled vehicles given to secure
the Refinanced Indebtedness. The parties hereby agree that as of the time of the
repayment of the Refinanced Indebtedness such Liens shall be held by the
Administrative Agent in its capacity as Administrative Agent encumbering that
portion of the Collateral so as to perfect the Security Interest. The
satisfaction of the Refinanced Indebtedness shall not affect the Liens which
shall continue so as to perfect the Security Interest.

                                      -73-

<PAGE>

                                   ARTICLE 11.

                                  MISCELLANEOUS

     SECTION 11.1. NOTICES. All notices, requests and other communications to
any party hereunder shall be in writing (including bank wire, telex, telecopy or
similar teletransmission or writing) and shall be given to such party at its
address or applicable teletransmission number set forth on the signature pages
hereof, or such other address or applicable teletransmission number as such
party may hereafter specify by notice to the Administrative Agent and Borrower.
Each such notice, request or other communication shall be effective (i) if given
by telex, when such telex is transmitted to the telex number specified in this
Section and the appropriate answerback is received, (ii) if given by certified
mail, 72 hours after such communication is deposited in the mails with first
class postage prepaid, addressed as aforesaid, (iii) if given by telecopy, when
such telecopy is transmitted to the telecopy number specified in this Section
and the appropriate confirmation is received, or (iv) if given by any other
means (including, without limitation, by air courier), when delivered or
received at the address specified in this Section; provided that notices to the
Administrative Agent shall not be effective until received.

     SECTION 11.2. AMENDMENTS, ETC. No amendment or waiver of any provision of
this Agreement or the other Credit Documents, nor consent to any departure by
any Credit Party therefrom, shall in any event be effective unless the same
shall be in writing and signed by the Required Lenders, and then such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given; provided that no amendment, waiver or consent shall,
unless in writing and signed by all the Lenders, do any of the following: (i)
waive any of the conditions specified in Section 5.1 or Section 5.2, (ii)
increase the Commitments or other contractual obligations to Borrower under this
Agreement, (iii) reduce the principal of, or interest on, the Notes or any fees
hereunder, (iv) postpone any date fixed for the payment in respect of principal
of, or interest on, the Notes or any fees hereunder, (v) change the percentage
of the Commitments or of the aggregate unpaid principal amount of the Notes, or
the number or identity of Lenders which shall be required for the Lenders or any
of them to take any action hereunder (vi) release any Guarantor from its
obligations under any Guaranty Agreements, (vii) modify the definition of
"Required Lenders," (viii) modify this Section, or (ix) release any material
portion of the Collateral from the Security Interest. Notwithstanding the
foregoing, no amendment, waiver or consent shall, unless in writing and signed
by the Administrative Agent in addition to the Lenders required hereinabove to
take such action, affect the rights or duties of the Administrative Agent under
this Agreement or under any other Credit Document.

     SECTION 11.3. NO WAIVER; REMEDIES CUMULATIVE. No, failure or delay on the
part of the Administrative Agent, any Lender or any holder of a Note in
exercising any right or remedy hereunder or under any other Credit Document, and
no course of dealing between any Credit Party and the Administrative Agent, any
Lender or the holder of any Note shall operate as a waiver thereof, nor shall
any single or partial exercise of any right or remedy hereunder or under any
other Credit Document preclude any other or further exercise thereof or the
exercise of any

                                      -74-

<PAGE>

other right or remedy hereunder or thereunder. The rights and remedies herein
expressly provided are cumulative and not exclusive of any rights or remedies
which the Administrative Agent, any Lender or the holder of any Note would
otherwise have. No notice to or demand on any Credit Party not required
hereunder or under any other Credit Document in any case shall entitle any
Credit Party to any other or further notice or demand in similar or other
circumstances or constitute a waiver of the rights of the Administrative Agent,
the Lenders or the holder of any Note to take any other or further action in any
such circumstances without notice or demand.

     SECTION 11.4. PAYMENT OF EXPENSES, ETC. Borrower shall:

          (a) whether or not the transactions hereby contemplated are
     consummated, pay all reasonable, out-of-pocket costs and expenses of the
     Administrative Agent in the administration (both before and after the
     execution hereof and including reasonable expenses actually incurred
     relating to advice of counsel as to the rights and duties of the
     Administrative Agent and the Lenders with respect thereto) of, and in
     connection with the preparation, execution and delivery of, preservation of
     rights under, enforcement of, and, after a Default or Event of Default,
     refinancing, renegotiation or restructuring of, this Agreement and the
     other Credit Documents and the documents and instruments referred to
     therein, and any amendment, waiver or consent relating thereto (including,
     without limitation, the reasonable fees actually incurred and disbursements
     of counsel for the Agents), and in the case of enforcement of this
     Agreement or any Credit Document after an Event of Default, all such
     reasonable, out-of-pocket costs and expenses [(including, without
     limitation, the reasonable fees actually incurred and disbursements of
     counsel for the Lenders or the Agents, (including without limitation
     in-house attorneys' fees)], for any of the Lenders or Agents;

          (b) subject, in the case of certain Taxes, to the applicable
     provisions of Section 4.7, pay and hold each of the Lenders harmless from
     and against any and all present and future stamp, documentary, and other
     similar Taxes with respect to this Agreement, the Notes and any other
     Credit Documents, any collateral described therein, or any payments due
     thereunder, and save each Lender harmless from and against any and all
     liabilities with respect to or resulting from any delay or omission to pay
     such Taxes;

          (c) indemnify the Administrative Agent and each Lender, and their
     respective officers, directors, employees, representatives and agents from,
     and hold each of them harmless against, any and all costs, losses,
     liabilities, claims, damages or expenses incurred by any of them (whether
     or not any of them is designated a party thereto) (an "Indemnitee") arising
     out of or by reason of any investigation, litigation or other proceeding
     related to any actual or proposed use of the proceeds of any of the Loans
     or any Credit Party's entering into and performing of the Agreement, the
     Notes, or the other Credit Documents, including, without limitation, the
     reasonable fees actually incurred and disbursements of counsel (including
     foreign counsel) incurred in connection with any such investigation,
     litigation or other proceeding; provided, however, Borrower shall not

                                      -75-

<PAGE>

     be obligated to indemnify any Indemnitee for any of the foregoing arising
     out of such Indemnitee's gross negligence or willful misconduct;

          (d) without limiting the indemnities set forth in subsection (c)
     above, indemnify each Indemnitee for any and all expenses and costs
     (including without limitation, remedial, removal, response, abatement,
     cleanup, investigative, closure and monitoring costs), losses, claims
     (including claims for contribution or indemnity and including the cost of
     investigating or defending any claim and whether or not such claim is
     ultimately defeated, and whether such claim arose before, during or after
     any Credit Party's ownership, operation, possession or control of its
     business, property or facilities or before, on or after the date hereof,
     and including also any amounts paid incidental to any compromise or
     settlement by the Indemnitee or Indemnitees to the holders of any such
     claim), lawsuits, liabilities, obligations, actions, judgments, suits,
     disbursements, encumbrances, liens, damages (including without limitation
     damages for contamination or destruction of natural resources), penalties
     and fines of any kind or nature whatsoever (including without limitation in
     all cases the reasonable fees actually incurred, other charges and
     disbursements of counsel in connection therewith) incurred, suffered or
     sustained by that Indemnitee based upon, arising under or relating to
     Environmental Laws based on, arising out of or relating to in whole or in
     part, the existence or exercise of any rights or remedies by any
     Indemnitee under this Agreement, any other Credit Document or any related
     documents; provided, however, Borrower shall not be obligated to indemnify
     any Indemnitee for any of the foregoing arising out of such Indemnitee's
     gross negligence or willful misconduct.

If and to the extent that the obligations of Borrower under this Section are
unenforceable for any reason, Borrower hereby agrees to make the maximum
contribution to the payment and satisfaction of such obligations which is
permissible under applicable law.

     SECTION 11.5. RIGHT OF SETOFF. In addition to and not in limitation of all
rights of offset that any Lender or other holder of a Note may have under
applicable law, each Lender or other holder of a Note shall, upon the occurrence
of any Event of Default and whether or not such Lender or such holder has made
any demand or any Credit Party's obligations are matured, have the right to
appropriate and apply to the payment of any Credit Party's obligations hereunder
and under the other Credit Documents, all deposits of any Credit Party (general
or special, time or demand, provisional or final) then or thereafter held by and
other indebtedness or property then or thereafter owing by such Lender or other
holder to any Credit Party, whether or not related to this Agreement or any
transaction hereunder. The benefits of any such set off shall be shared by the
Lenders in accordance with their Pro Rata Shares. Each Lender shall promptly
notify Borrower of any offset hereunder.

     SECTION 11.6. BENEFIT OF AGREEMENT.

          (a) This Agreement shall be binding upon and inure to the benefit of
     and be enforceable by the respective successors and assigns of the parties
     hereto, provided that

                                      -76-

<PAGE>

     Borrower may not assign or transfer any of its interest hereunder without
     the prior written consent of all the Lenders.

          (b) Any Lender may make, carry or transfer Loans at, to or for the
     account of, any of its branch offices or the office of an Affiliate of such
     Lender.

          (c) Each Lender may assign all or a portion of its interests, rights
     and obligations under this Agreement (including all or a portion of any of
     its Commitments and the Loans at the time owing to it and the Notes held by
     it) to any Eligible Assignee; provided, however, that (i) the
     Administrative Agent and Borrower (in the case of the Borrower only if an
     Event of Default has not occurred and is uncured) must give their prior
     written consent to such assignment (which consent shall not be
     unreasonably withheld or delayed) unless such assignment is to an
     Affiliate of the assigning Lender, (ii) the amount of the Commitments, or
     Loans, in the case of assignment of Loans, of the assigning Lender subject
     to each assignment (determined as of the date the assignment and
     acceptance with respect to such assignment is delivered to the
     Administrative Agent) shall not be less than $5,000,000 and (iii) the
     parties to each such assignment shall execute and deliver to the
     Administrative Agent an Assignment and Acceptance, together with a Note or
     Notes subject to such assignment and a processing and recordation fee of
     $2,500. Borrower shall not be responsible for such processing and
     recordation fee or any costs or expenses incurred by any Lender or the
     Administrative Agent in connection with such assignment. From and after
     the effective date specified in each Assignment and Acceptance, which
     effective date shall be at least five (5) Business Days after the execution
     thereof, the assignee thereunder shall be a party hereto and to the extent
     of the interest assigned by such Assignment and Acceptance, have the rights
     and obligations of a Lender under this Agreement. Notwithstanding the
     foregoing, the assigning Lender must retain after the consummation of such
     Assignment and Acceptance, a minimum aggregate amount of Commitments or
     Loans, as the case may be, of $5,000,000; provided, however, no such
     minimum amount shall be required with respect to any such assignment made
     at any time there exists an Event of Default hereunder. Within five (5)
     Business Days after receipt of the notice and the Assignment and
     Acceptance, Borrower, at its own expense, shall execute and deliver to the
     Administrative Agent, in exchange for the surrendered Note or Notes, a new
     Note or Notes to the order of such assignee in a principal amount equal to
     the applicable Commitments or Loans assumed by it pursuant to such
     Assignment and Acceptance and new Note or Notes to the assigning Lender in
     the amount of its retained Commitment or Commitments or amount of its
     retained Loans. Such new Note or Notes shall be in an aggregate principal
     amount equal to the aggregate principal amount of such surrendered Note or
     Notes, shall be dated the date of the surrendered Note or Notes which they
     replace, and shall otherwise be in substantially the form attached hereto.

          (d) Each Lender may, without the consent of Borrower and the
     Administrative Agent, sell participations to one or more banks or other
     entities in all or a portion of its rights and obligations under this
     Agreement (including all or a portion of its

                                      -77-

<PAGE>

     Commitments in the Loans owing to it and the Notes held by it), provided,
     however, that (i) such Lender's obligations under this Agreement shall
     remain unchanged, (ii) such Lender shall remain solely responsible to the
     other parties hereto for the performance of such obligations, (iii) the
     participating bank or other entity shall not be entitled to the benefit
     (except through its selling Lender) of the cost protection provisions
     contained in Article 4 of this Agreement, and (iv) Borrower and the
     Administrative Agent and other Lenders shall continue to deal solely and
     directly with each Lender in connection with such Lender's rights and
     obligations under this Agreement and the other Credit Documents, and such
     Lender shall retain the sole right to enforce the obligations of Borrower
     relating to the Loans and to approve any amendment, modification or waiver
     of any provisions of this Agreement. Any Lender selling a participation
     hereunder shall provide prompt written notice to Borrower and
     Administrative Agent of the name of such participant.

          (e) Any Lender or participant may, in connection with the assignment
     or participation or proposed assignment or participation pursuant to this
     Section, disclose to the assignee or participant or proposed assignee or
     participant any information relating to Borrower or the other Consolidated
     Companies furnished to such Lender by or on behalf of Borrower or any other
     Consolidated Company. With respect to any disclosure of confidential,
     non-public, proprietary information, such proposed assignee or participant
     shall agree to use the information only for the purpose of making any
     necessary credit judgments with respect to this credit facility and not to
     use the information in any manner prohibited by any law, including without
     limitation, the securities laws of the United States. The proposed
     participant or assignee shall agree in writing, a copy of which shall be
     furnished to Borrower, not to disclose any of such information except (i)
     to directors, employees, auditors or counsel to whom it is necessary to
     disclose such information, each of whom shall be informed of the
     confidential nature of the information, (ii) in any statement or testimony
     pursuant to a subpoena or order by any court, governmental body or other
     agency asserting jurisdiction over such entity, or as otherwise required by
     law (provided prior notice is given to Borrower and the Administrative
     Agent unless otherwise prohibited by the subpoena, order or law), and (iii)
     upon the request or demand of any regulatory agency or authority with
     proper jurisdiction. The proposed participant or assignee shall further
     agree to return all documents or other written material and copies thereof
     received from any Lender, the Administrative Agent or Borrower relating to
     such confidential information unless otherwise properly disposed of by such
     entity.

          (f) Any Lender may at any time assign all or any portion of its rights
     in this Agreement and the Notes issued to it to a Federal Reserve Bank;
     provided that no such assignment shall release the Lender from any of its
     obligations hereunder.

          (g) If (i) any Taxes referred to in Section 4.7(b) have been levied or
     imposed so as to require withholdings or deductions by Borrower and payment
     by Borrower of additional amounts to any Lender as a result thereof, (ii)
     any Lender shall make demand for payment of any material additional amounts
     as compensation for increased costs

                                      -78-

<PAGE>

     pursuant to Section 4.10 or for its reduced rate of return pursuant to
     Section 4.16, or (iii) any Lender shall decline to consent to a
     modification or waiver of the terms of this Agreement or the other Credit
     Documents requested by Borrower, then and in such event, upon request from
     Borrower delivered to such Lender and the Administrative Agent, such Lender
     shall assign, in accordance with the provisions of Section 11.6(c), all of
     its rights and obligations under this Agreement and the other Credit
     Documents to another Lender or an Eligible Assignee selected by Borrower,
     in consideration for the payment by such assignee to the Lender of the
     principal of, and interest on, the outstanding Loans accrued to the date of
     such assignment, and the assumption of such Lender's Total Commitment
     hereunder, together with any and all other amounts owing to such Lender
     under any provisions of this Agreement or the other Credit Documents
     accrued to the date of such assignment.

     SECTION 11.7. GOVERNING LAW; SUBMISSION TO JURISDICTION; FULL FAITH AND
CREDIT; WAIVER OF JURY TRIAL.

          (A) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
     HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW
     (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF) OF THE
     STATE OF FLORIDA.

          (B) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT, OR
     ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN THE CIRCUIT COURT OF PALM BEACH
     COUNTY, FLORIDA, OR ANY OTHER COURT OF THE STATE OF FLORIDA OR OF THE
     UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF FLORIDA, AND, BY
     EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OBLIGOR HEREBY ACCEPTS FOR
     ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE
     JURISDICTION OF THE AFORESAID COURTS.

          (C) TO THE EXTENT THAT ANY AGENT OR LENDER OBTAINS ANY JUDGMENT
     AGAINST ANY OBLIGOR UNDER ANY CREDIT DOCUMENT, OBLIGORS DO HEREBY AGREE
     THAT SUCH JUDGMENT SHALL BE ENTITLED TO "FULL FAITH AND CREDIT" WITH THE
     SAME FORCE AND EFFECT AS IF SUCH JUDGMENT WAS RENDERED AGAINST THE OBLIGOR
     BY A COURT OR OTHER TRIBUNAL LOCATED IN THE DOMICILE OF THE OBLIGOR, IF
     DIFFERENT FROM THAT IN WHICH SUCH JUDGMENT IS RENDERED. OBLIGORS HEREBY
     AGREE TO THE VALIDITY AND ENFORCEABILITY OF ANY SUCH JUDGMENT AND SHALL NOT
     SEEK TO CHALLENGE OR "GO BEHIND" THE FACE OF SUCH JUDGMENT.

                                      -79-

<PAGE>

          (D) TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OBLIGOR HEREBY
     KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES ALL RIGHT OF
     TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR
     IN CONNECTION WITH ANY CREDIT DOCUMENT OR ANY MATTER ARISING IN CONNECTION
     HEREUNDER OR THEREUNDER. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE
     LENDERS TO EXTEND CREDIT TO OR OTHERWISE BECOME OR REMAIN A CREDITOR OF THE
     BORROWER. FURTHER, OBLIGORS HEREBY CERTIFY THAT NO REPRESENTATIVE OF THE
     AGENTS OR LENDERS NOR ANY COUNSEL FOR THE AGENTS OR LENDERS HAS
     REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE AGENTS OR LENDERS WOULD NOT,
     IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT OF
     JURY TRIAL PROVISION. NO REPRESENTATIVE OF THE AGENTS OR LENDERS NOR
     COUNSEL FOR THE AGENTS OR LENDERS HAS THE AUTHORITY TO WAIVE, CONDITION OR
     MODIFY THIS PROVISION.

          (E) OBLIGORS FURTHER IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS OF
     ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE
     MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID,
     TO EACH OBLIGOR AT ITS SAID ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE 30
     DAYS AFTER SUCH MAILING. OBLIGORS HEREBY IRREVOCABLY WAIVE ANY OBJECTION,
     INCLUDING, WITHOUT LIMITATION, ANY OBJECTION THEY MAY HAVE TO THE LAYING OF
     VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR
     HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH
     RESPECTIVE JURISDICTIONS IN RESPECT OF THIS AGREEMENT OR ANY OTHER CREDIT
     DOCUMENT.

          (F) NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE AGENT, ANY LENDER,
     ANY HOLDER OF A NOTE OR ANY CREDIT PARTY TO SERVE PROCESS IN ANY OTHER
     MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
     PROCEED AGAINST AN OBLIGOR IN ANY OTHER JURISDICTION.

     SECTION 11.8. INDEPENDENT NATURE OF LENDERS' RIGHTS. The amounts payable at
any time hereunder to each Lender shall be a separate and independent debt, and
each Lender shall be entitled to protect and enforce its rights pursuant to this
Agreement and its Notes, and it shall not be necessary for any other Lender to
be joined as an additional party in any proceeding for such purpose.

                                      -80-

<PAGE>

     SECTION 11.9. COLLATERAL TO BENEFIT ALL LENDERS. The Security Interest in
the Collateral has been granted to the Administrative Agent, for the benefit of
all the Lenders, to the extent of each Lender's Commitment.

     SECTION 11.10. COUNTERPARTS. This Agreement may be executed in any number
of counterparts and by the different parties hereto on separate counterparts,
each of which when so executed and delivered shall be an original, but all of
which shall together constitute one and the same instrument.

     SECTION 11.11. EFFECTIVENESS; SURVIVAL.

          (a) This Agreement shall become effective on the date (the "Effective
     Date") on which all of the parties hereto shall have signed a counterpart
     hereof (whether the same or different counterparts) and shall have
     delivered the same to the Administrative Agent pursuant to Section 5.1 or,
     in the case of the Lenders, shall have given to the Administrative Agent
     written or telex notice (actually received) that the same has been signed
     and mailed to them.

          (b) The obligations of Borrower under Sections 4.7(b), 4.8, 4.10,
     4.12, 4.16, and 11.4 hereof shall survive for one hundred twenty (120)
     days after the payment in full of the Notes after the Final Maturity Date.
     All representations and warranties made herein or in the certificates,
     reports, notices, and other documents delivered pursuant to this Agreement
     shall survive the execution and delivery of this Agreement, the other
     Credit Documents, and such other agreements and documents, the making of
     the Loans hereunder, and the execution and delivery of the Notes.

     SECTION 11.12. SEVERABILITY. In case any provision in or obligation under
this Agreement or the other Credit Documents shall be invalid, illegal or
unenforceable, in whole or in part, in any jurisdiction, the validity, legality
and enforceability of the remaining provisions or obligations, or of such
provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.

     SECTION 11.13. INDEPENDENCE OF COVENANTS. All covenants hereunder shall be
given independent effect so that if a particular action or condition is not
permitted by any of such covenants, the fact that it would be permitted by an
exception to, or be otherwise within the limitation of, another covenant, shall
not avoid the occurrence of a Default or an Event of Default if such action is
taken or condition exists.

     SECTION 11.14. CHANGE IN ACCOUNTING PRINCIPLES, FISCAL YEAR OR TAX LAWS. If
(i) any preparation of the financial statements referred to in Section 6.3
hereafter occasioned by the promulgation of rules, regulations, pronouncements
and opinions by or required by the Financial Accounting Standards Board or the
American Institute of Certified Public Accountants (or successors thereto or
agencies with similar functions) (other than changes mandated by FASB 106)
result in a material change in the method of calculation of financial covenants,
standards or

                                      -81-

<PAGE>

terms found in this Agreement, (ii) there is any change in Borrower's fiscal
quarter or fiscal year as provided herein, or (iii) there is a material change
in federal tax laws which materially affects any of the Consolidated Companies'
ability to comply with the financial covenants, standards or terms found in this
Agreement, Borrower and the Required Lenders agree to enter into negotiations in
order to amend such provisions so as to equitably reflect such changes with the
desired result that the criteria for evaluating any of the Consolidated
Companies' financial condition shall be the same after such changes as if such
changes had not been made. Unless and until such provisions have been so
amended, the provisions of this Agreement shall govern.

     SECTION 11.15. HEADINGS DESCRIPTIVE; ENTIRE AGREEMENT. The headings of the
several sections and subsections of this Agreement are inserted for convenience
only and shall not in any way affect the meaning or construction of any
provision of this Agreement. This Agreement, the other Credit Documents, and the
agreements and documents required to be delivered pursuant to the terms of this
Agreement constitute the entire agreement among the parties hereto and thereto
regarding the subject matters hereof and thereof and supersede all prior
agreements, representations and understandings related to such subject matters
other than the Commitment and Fee Letters dated February 4, 1998 from the Agents
to the Borrower the terms of which shall survive and be enforceable during the
Revolving Period.

     SECTION 11.16. TIME IS OF THE ESSENCE. Time is of the essence in
interpreting and performing this Agreement and all other Credit Documents.

     SECTION 11.17. USURY. It is the intent of the parties hereto not to violate
any federal or state law, rule or regulation pertaining either to usury or to
the contracting for or charging or collecting of interest, and Borrower and
Lenders agree that, should any provision of this Agreement or of the Notes, or
any act performed hereunder or thereunder, violate any such law, rule or
regulation, then the excess of interest contracted for or charged or collected
over the maximum lawful rate of interest shall be applied to the outstanding
principal indebtedness due to Lenders by Borrower under this Agreement.

     SECTION 11.18. CONSTRUCTION. Should any provision of this Agreement require
judicial interpretation, the parties hereto agree that the court interpreting or
construing the same shall not apply a presumption that the terms hereof shall be
more strictly construed against one party by reason of the rule of construction
that a document is to be more strictly construed against the party who itself or
through its agents prepared the same, it being agreed that Borrower,
Administrative Agent, Lenders and their respective agents have participated in
the preparation hereof.

                                      -82-

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duty executed and delivered in Atlanta, Georgia, by their duly authorized
officers as of the day and year first above written.

                              SUNTRUST BANK, SOUTH FLORIDA, N.A., a
                              national banking association, individually and as
                              Administrative Agent

Revolving Loan Commitment     By: /s/ JEFFREY S. WOLFE
Twelve Million Five Hundred       ------------------------------
Thousand and No/100 Dollars   Print Name: Jeffrey S. Wolfe
($12,500,000.00)              Its: Vice President

                              BANK OF AMERICA, FSB, individually and as
                              Syndication Agent

Revolving Loan Commitment     By: /s/ HOWARD KIM
Twelve Million Five Hundred       ------------------------------
Thousand and No/100 Dollars   Print Name: Howard Kim
($12,500,000.00)              Its: Vice President

                              ABLE TELCOM HOLDING CORP., a Florida
                              corporation

                              By: /s/ FRAZIER L. GAINES
                                  ------------------------------
                              Print Name: Frazier L. Gaines
                              Its: President & CEO

                                      -83-

<PAGE>

                              JOINDER OF GUARANTORS

     The undersigned, being and constituting the Restricted Subsidiaries of ABLE
TELCOM HOLDING CORP., a Florida corporation (the "Borrower"), do hereby join in
and agree to be bound by all provisions applicable to such Restricted
Subsidiaries under the Senior Secured Revolving Credit Agreement (the "Loan
Agreement"), dated as of April 6, 1998, by and between Borrower, SunTrust Bank,
South Florida, National Association, individually and as Administrative Agent
(the "Administrative Agent"), Bank of American, FSB, individually and as
Syndication Agent (the "Syndication Agent") and the other Lenders from time to
time parties thereto.

     The undersigned Restricted Subsidiaries of the Borrower hereby agree to
execute and deliver to the Administrative Agent the Security Agreement,
appropriate financing statements to perfect the security interests granted in
the Security Agreement, a Guaranty Agreement and a Contribution Agreement, the
form and substance of which shall be those attached to the Loan Agreement.

     Dated this 6 day of April, 1998.

                              TELECOMMUNICATION SERVICES GROUP, INC.,
                              a Florida corporation

                              By: /s/ FRAZIER L. GAINES
                                  ------------------------------
                              Print Name: Frazier L. Gaines
                              Its: President

                              ABLE INTEGRATED SYSTEMS, INC., a Florida
                              corporation

                              By: /s/ FRAZIER L. GAINES
                                  ------------------------------
                              Print Name: Frazier L. Gaines
                              Its: President

                              ABLE COMMUNICATION SERVICES, INC., a
                              Florida corporation

                              By: /s/ FRAZIER L. GAINES
                                  ------------------------------
                              Print Name: Frazier L. Gaines
                              Its: President

                                      -84-

<PAGE>

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

                              By: /s/ FRAZIER L. GAINES
                                  ------------------------------
                              Print Name:
                              Its: President

                              DIAL COMMUNICATIONS, INC., a Florida
                              corporation

                              By: /s/ FRAZIER L. GAINES
                                  ------------------------------
                              Print Name:
                              Its: President

                              TRAFFIC MANAGEMENT GROUP, INC., a Florida
                              corporation

                              By: /s/ FRAZIER L. GAINES
                                  ------------------------------
                              Print Name:
                              Its: Vice President

                              TRANSPORTATION SAFETY CONTRACTORS,
                              INC., a Florida corporation

                              By: /s/ FRAZIER L. GAINES
                                  ------------------------------
                              Print Name:
                              Its: Executive Vice President

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

                              By: /s/ FRAZIER L. GAINES
                                  ------------------------------
                              Print Name:
                              Its: President

                              GEORGIA ELECTRIC COMPANY, a Georgia
                              corporation

                              By: /s/ FRAZIER L. GAINES
                                  ------------------------------
                              Print Name:
                              Its: Vice President

                                      -85-

<PAGE>

                              COMMUNICATIONS DEVELOPMENT GROUP,
                              INC., a Florida corporation

                              By: /s/ FRAZIER L. GAINES
                                  ------------------------------
                              Print Name:
                              Its: President

                              ABLE WIRELESS, INC., a Florida corporation

                              By: /s/ FRAZIER L. GAINES
                                  ------------------------------
                              Print Name:
                              Its: President

                                      -86-

<PAGE>

                                  LOAN AGREMENT

                           CERTIFICATION OF EXECUTION

STATE OF GEORGIA

COUNTY OF FULTON

On the 6th day of APRIL, 1998 personally appeared FRAZIER L. GAINES, as the
PRESIDENT & CEO of ABLE TELCOM HOLDING CORP., and before me executed the
attached SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of APRIL 6TH, 1998
between ABLE TELCOM HOLDING CORP. as Borrower and SunTrust Bank, South Florida,
National Association as Administrative Agent and Bank of America, FSB as
Syndication Agent.

                                        /s/ SUSAN C. PILCHER
                                            ------------------------
                                            Susan C. Pilcher
                                        Signature of Notary Public, State of
                                        Georgia (Print, Type or Stamp
                                        Commissioned Name of Notary Public)
                                        Personally known _______; or Produced
                                        Identification
                                        (Notary Seal) FLDL

                                        Notary Public, Paulding County, Georgia
                                        My Commission Expires Sept. 16, 2000

<PAGE>

               SENIOR SECURED REVOLVING CREDIT AGREEMENT ADDENDUM

                           CERTIFICATION OF EXECUTION

STATE OF GEORGIA

COUNTY OF FULTON

On the 6th day of APRIL, 1998 personally appeared HOWARD KIM, as the VICE
PRESIDENT of BANK OF AMERICA, FSB, and before me executed the attached SENIOR
SECURED REVOLVING CREDIT AGREEMENT, dated as of APRIL 6TH, 1998 between ABLE
TELCOM HOLDING CORP. as Borrower and SunTrust Bank, South Florida, National
Association as Administrative Agent and Bank of America, FSB as Syndication
Agent.

                                        /s/ SUSAN C. PILCHER
                                            ------------------------
                                            Susan C. Pilcher
                                        Signature of Notary Public, State of
                                        Georgia (Print, Type or Stamp
                                        Commissioned Name of Notary Public)
                                        Personally known _______; or Produced
                                        Identification
                                        (Notary Seal) FLDL

                                        Notary Public, Paulding County, Georgia
                                        My Commission Expires Sept. 16, 2000

<PAGE>

               SENIOR SECURED REVOLVING CREDIT AGREEMENT ADDENDUM

                           CERTIFICATION OF EXECUTION

STATE OF GEORGIA

COUNTY OF FULTON

On the 6th day of APRIL, 1998 personally appeared JEFFREY S. WOLFE, as the VICE
PRESIDENT of SUNTRUST BANK/SOUTH FLORIDA, NATIONAL ASSOCIATION, and before me
executed the attached SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of
APRIL 6TH, 1998 between ABLE TELCOM HOLDING CORP. as Borrower and SunTrust Bank,
South Florida, National Association as Administrative Agent and Bank of America,
FSB as Syndication Agent.

                                        /s/ SUSAN C. PILCHER
                                            ------------------------
                                            Susan C. Pilcher
                                        Signature of Notary Public, State of
                                        Georgia (Print, Type or Stamp
                                        Commissioned Name of Notary Public)
                                        Personally known [X]; or Produced
                                        Identification
                                        (Notary Seal)

                                        Notary Public, Paulding County, Georgia
                                        My Commission Expires Sept. 16, 2000

<PAGE>

                                  SCHEDULE 6.1

                    ABLE TELCOM HOLDING CORP. (THE "COMPANY")
                   ORGANIZATION AND OWNERSHIP OF SUBSIDIARIES

TELECOMMUNICATIONS SERVICES GROUP, INC.
Jurisdiction of incorporation or organization: Florida
Owned by: the Company

ABLE INTEGRATED SYSTEMS, INC.
Jurisdiction of incorporation or organization: Florida
Owned by: Telecommunications Services Group, Inc.

ABLE COMMUNICATIONS SERVICES, INC.
Jurisdiction of incorporation or organization: Florida
Owned by: Telecommunications Services Group, Inc.

H.C. CONNELL, INC.
Jurisdiction of incorporation or organization: Florida
Owned by: Telecommunications Services Group, Inc.

DIAL COMMUNICATIONS, INC.
Jurisdiction of incorporation or organization: Florida
Owned by: Telecommunications Services Group, Inc.

TRAFFIC MANAGEMENT GROUP, INC.
Jurisdiction of Incorporation or organization: Florida
Owned by: the Company

TRANSPORTATION SAFETY CONTRACTORS, INC.
Jurisdiction of incorporation or organization: Florida
Owned by: Traffic Management Group, Inc.

TRANSPORTATION SAFETY CONTRACTORS OF VIRGINIA, INC.
Jurisdiction of incorporation or organization: Virginia
Owned by: Traffic Management Group, Inc.

GEORGIA ELECTRIC COMPANY
Jurisdiction of incorporation or organization: Georgia
Owned by: Traffic Management Group, Inc.

COMMUNICATIONS DEVELOPMENT GROUP, INC.
Jurisdiction of incorporation or organization: Florida
Owned by: the Company

<PAGE>

ABLE TELCOM INTERNATIONAL, INC.
Jurisdiction of incorporation or organization: Florida
Owned by: the Company

ABLE WIRELESS, INC.
Jurisdiction of incorporation or organization: Florida
Owned by: Communications Development Group, Inc.

ABLE TELCOM C.A.
Jurisdiction of incorporation or organization: Venezuela
Owned by: 80% owned by the Company

SEIMA TELECOMUNICACOES LTDA.
Jurisdiction of incorporation or organization: Brazil
Owned by: 75% owned by the Company

NEUROTECHNOLOGY, INC.
Jurisdiction of incorporation or organization: Florida
Owned by: Communications Development Group, Inc.

TELECOMUNICATIONS TECHNOLOGIES INC., TTH, C.A.
Jurisdiction of incorporation or organization: Venezuela
Owned by: 80% owned by the Company

ABLE TELCOM DO BRASIL EMPREENDIMENTOS E PARTICIPACOES LTDA
Jurisdiction of incorporation or organization: Brazil
Owned by: 99% owned by the Company

INVERSIONES ABLE TELCOM HOLDING CORPORATION S.A.
Jurisdiction of incorporation or organization: Chile
Owned by: the Company

<PAGE>

                                  SCHEDULE 6.4
                            TAX FILINGS AND PAYMENTS

                                      None

<PAGE>

                                  SCHEDULE 6.5
                        PENDING AND THREATENED LITIGATION

                                      None

<PAGE>

SCHEDULE OF CAPITAL LEASE OBLIGATIONS

                                  SCHEDULE 6.7
<TABLE>
<CAPTION>
OBLIGOR NAME                   LENDER NAME                      AMOUNT    EXPIRY    PAYMENT     TERM(S)    COLLATERAL DESCRIPTION(S)
------------                   -----------                      ------    ------    -------     -------    -------------------------
<S>                            <C>                              <C>       <C>       <C>         <C>        <C>
Transportation Safety
  Contractors, Inc.            CIT Group Equipment Financing    73,687     01/01      2,167     monthly    Equipment (specific)
Transportation Safety
  Contractors, Inc.            CIT Group Equipment Financidng   78,860     03/01      2,191     monthly    Equipment (specific)
Transportation Safety
  Contractors, Inc.            CIT Group Equipment Financidng   73,687     01/01      2,167     monthly    Equipment (specific)
Transportation Safety
  Contractors, Inc.            CIT Group Equipment Financidng   73,687     01/01      2,167     monthly    Equipment (specific)
Transportation Safety
  Contractors Virginia Inc     CIT Group Equipment Financing    79,094     03/01      2,197     monthly    Equipment (specific)
Transportation Safety
  Contractors Virginia Inc     CIT Group Equipment Financing    79,094     03/01      2,197     monthly    Equipment (specific)
Dial Communications, Inc.      Associates Commercial Corp.      83,405     07/98     16,880     monthly    Equipment - specified
Dial Communications, Inc.      Clark Credit                     15,992     06/98      4,086     monthly    Equipment - specified
Dial Communications, Inc.      Trenchless Technology             6,965     07/98      1,792     monthly    Equipment - specified
Dial Communications, Inc.      Miller Electric Finance           1,497     10/97        194     monthly    Equipment - specified
Dial Communications, Inc.      Associates Commercial Corp.     280,354     11/98     35,309     monthly    Equipment - specified
</TABLE>

<PAGE>

                                 SCHEDULE 6.11
                         EMPLOYEE BENEFIT PLAN MATTERS

PLANS

     1. Able Telcom Holding Corp. 1995 Stock Option Plan

     2. Able Telcom Holding Corp. 401K Plan

     3. Anthem Employee Health Insurance Plan (1/2 premium paid by employer)

OTHER ARRANGEMENTS

     1. Management Incentive Bonus - It has been the Company's practice to
consider awarding annual incentive bonuses to senior management for performance
during the Company's fiscal year. No formal or written plan document is
currently in effect with respect to this practice, but the Company expects to
continue this practice and may in the future adopt one or more written plans
relating thereto.

     2. Employee Fringe Benefits - The Company provides its employees with
vacation and sick days and other fringe benefits in accordance with Company
policies set forth in [to be added].

<PAGE>

                                  SCHEDULE 6.13
                     OUTSTANDING INDEBTEDNESS AND DEFAULTS

     1. Outstanding Indebtedness - the indebtedness identified on Schedule
8.1(b) is incorporated by reference as though fully set forth below.

     2. Defaults - None

<PAGE>

                                 SCHEDULE 6.14
                             CONFLICTING AGREEMENTS

     1. Note Agreement, dated as of January 6, 1998, among the Company and the
purchasers named therein, including John Hancock Mutual Life Insurance
Company.

<PAGE>

                                  SCHEDULE 6.15
                              ENVIRONMENTAL MATTERS

SCHEDULE 6.15 (A) - COMPLIANCE: None

SCHEDULE 6.15 (B) - ENVIRONMENTAL NOTICES: None

SCHEDULE 6.15 (C) - ENVIRONMENTAL PERMITS: None

SCHEDULE 6.15 (D) - EQUAL EMPLOYMENT OPPORTUNITY AND EMPLOYEE SAFETY: None

<PAGE>

                                  SCHEDULE 6.17
                          INTELLECTUAL PROPERTY MATTERS

                                      None

<PAGE>

                                  SCHEDULE 6.21
                                  LABOR MATTERS

                                      None

<PAGE>

Able Telcom Holding Corp.        SCHEDULE 6.22
INTERCOMPANY LOANS

<TABLE>
<CAPTION>
ADVANCES                                              ADVANCES                                      AMOUNT
TO                                                    FROM
<S>                                                   <C>                                         <C>              <C>
Telecommunications Services Group, Inc.               AbleTelcom Holding Corp.                    6,532,695
Traffic Management Group, Inc.                        AbleTelcom Holding Corp.                    4,396,898
Communications Development Group, Inc.                AbleTelcom Holding Corp.                      700,512        11,630,105

Transportation Safety Contractors, Inc.               Traffic Management Group, Inc.                629,636
Transportation Safety Contractors of Virginia, Inc.   Traffic Management Group, Inc.              1,282,931
Georgia Electric Company                              Traffic Management Group, Inc.              2,484,331         4,396,898

Able Communications Services, Inc.                    Telecommunications Services Group, Inc.     1,339,982
Able Integrated Systems, Inc.                         Telecommunications Services Group, Inc.       400,000
Dial Communications, Inc.                             Telecommunications Services Group, Inc.     4,982,510
Telecommunications Services Group, Inc.               H.C. Connell, Inc.                            189,797         6,532,695

Able Wireless Inc.                                    Communications Development Group, Inc.        209,181
Able Telcom International, Inc.                       Communications Development Group, Inc.      2,128,193
Seima Telecomunicacoes Ltda.                          Communications Development Group, Inc.        556,813
Communications Development Group, Inc.                Able Telcom C.A.                            2,193,675           700,512
</TABLE>

<PAGE>

                                 SCHEDULE 6.23
                                  RESTRICTIONS

                                      None

<PAGE>

ABLE TELCOM HOLDING CORP.
PLACES OF BUSINESS

                                 SCHEDULE 6.26

ABLE TELCOM HOLDING CORP.
Main:     1601 Forum Place, Suite 1110
          West Palm Beach, FL  33401

TRANSPORTATION SAFETY CONTRACTORS, INC.
Main:     7750 Professional Place       100-2 South Jackson Ave.
          Tampa, FL  33637              Jacksonville, FL  32220

          4001 North 30th Ave.
          Hollywood, FL  33020


TRANSPORTATION SAFETY CONTRACTORS OF VIRGINIA
Main:     925 Professional Place        9630 North East Drive
          Chesapeeke, VA  23320         Fredricksburg, VA  22408

GEORGIA ELECTRIC COMPANY

          See Attached Schedule

H.C. CONNELL
Main:     400 McCormick St.             199 E. Mountain Lake Cutoff Road
          Leesburg, FL  34748           Lake Wales, FL  33853

          250 East Punken Road          7260 Lot 1 Gardner St.
          Apopka, FL  32712             Winter Park, FL  32792

          999 Celebration Ave.          12433 66th Street North
          Celebration, FL  34747        Largo, FL  33773

          376 W. 7th St.
          Orlando, FL  32824

ABLE COMMUNICATIONS SERVICES
Main:     1150 Bille Avenue
          Winter Springs, FL  32708

ABLE INTEGRATED SYSTEMS                 MAIN:
          317 S. Dillard St.            1267 Old Narcross Rd.
          Winter Garden, FL  34787      Lawrence, GA  30044

          4972 Woodville Hwy., Bldg. 4  2100 Coach Drive
          Tallahassee, FL  32311        McKinney, TX  75069

DIAL COMMUNICATIONS
Main:     4972 Woodville Hwy., Bldg. 4
          Tallahassee, FL 32311

          10159 Tara Blvd., Suite B     2723 Dunnellon Rd., West
          Jonesboro, GA  30236          Dunnellon, FL  34434

          13495 Ponce De Leon Blvd.     1610 NW 55th Place
          Brooksville, FL  34601        Gainesville, FL  32653

          Levy Office Complex #10       Rt. 3, Box 409
          US 19 North                   Lake City, FL  32025
          Chiefland, FL  32526

          538 Brentwood St.             114 Hwy. 207
          Daytona, FL  32117            E. Palatka, FL  32131


<PAGE>

                            GEORGIA ELECTRIC COMPANY

                               JOB SITE LOCATIONS

                                    (ASSETS)

ALABAMA:       Georgia Electric Company
               275 Addaco Blvd.
               Mobile, AL  36601

FLORIDA:       Georgia Electric Company
               C/O Dave Robinson
               4000 West San Pedro Street
               Tampa, FL  33629

GEORGIA:       Main Office                M&M Mars
               Georgia Electric Company   Georgia Electric Company
               1412 W. Oakridge Drive     1209 W. Oakridge Drive
               Albany, GA  31707          Albany, GA  31707

NORTH CAROLINA:Georgia Electric Company   Georgia Electric Company
               547 Champion Drive         1325 B North Main Street
               Canton, NC  28716          Salisbury, NC  28144

               Georgia Electric Company
               3220 B Highway 55
               Durham, NC  27713

TENNESSEE:     Georgia Electric Company
               Ponderosa Truck Plaza, exit 175
               9227 Frontage Road N.W.
               Charleston, TN  37310

TEXAS:         Georgia Electric Company    Georgia Electric Company
               12121 N. Weidner Road       12303 Amelia Drive
               San Antonio, TX  78233      Houston, TX  77045

               Georgia Electric Company
               3205 Bishop Drive, Suite 105
               Arlington, TX  76010


<PAGE>

                              SCHEDULE 6.26 CON'T.

TELECOMMUNICATIONS SERVICES GROUP, INC.
Main:          1601 Forum Place, Suite 1110
               West Palm Beach, FL  33401

TRAFFIC MANAGEMENT GROUP, INC.
Main:          1601 Forum Place, Suite 1110
               West Palm Beach, FL  33401

COMMUNICATIONS DEVELOPMENT GROUP, INC.
Main:          1601 Forum Place, Suite 1110
               West Palm Beach, FL  33401

ABLE WIRELESS, INC.
Main:          1601 Forum Place, Suite 1110
               West Palm Beach, FL  33401



<PAGE>





                                 SCHEDULE 6.30
                          STOCK REDEMPTION OBLIGATIONS

     The Company is obligated to redeem its outstanding shares of Series A
Convertible Preferred Stock under certain circumstances, as set forth in the
Certificate of Designation with respect thereto which forms a part of the
Company's Articles of Incorporation.


<PAGE>


                                  SCHEDULE 6.32
                                  INVESTMENTS



                                      None


<PAGE>


ABLE TELCOM HOLDING CORP.
REAL ESTATE


                                  SCHEDULE 6.33

ABLE TELECOM HOLDING CORP.
     N/A

TRANSPORTATION SAFETY CONTRACTORS, INC.
     Building -  $450,000; 7750 Professional Place, Tampa, FL  33637
     Land -      $800,000; 7750 Professional Place, Tampa, FL  33637

TRANSPORTATION SAFETY CONTRACTORS OF VIRGINIA
     Building -  $218,000; 9630 Northeast Drive, Fredricksburg, VA  22408
     Land -      $242,000; 9630 Northeast Drive, Fredricksburg, VA  22408

GEORGIA ELECTRIC COMPANY
     N/A 

H.C. CONNELL
     N/A

ABLE COMMUNICATIONS SERVICES
     N/A

ABLE INTEGRATED SYSTEMS
     N/A

DIAL COMMUNICATIONS
     N/A


<PAGE>

<TABLE>
<CAPTION>

                                 SCHEDULE 6.34

SCHEDULE OF OPERATING LEASES


LESSEE                                     LESSOR                         RENT      EXPIRY    TERM       LOCATION
------                                     ------                         ----      ------    ----       --------
<S>                                        <C>                            <C>       <C>       <C>         <C>
Able Telcom Holding Corp.                  Centurion Tower Limited        5,286               monthly     West Palm Beach, Florida
Transportation Safety Contractors, Inc.    Frank Rosemarie & T. Villella  2,650               monthly     Hollywood, Florida
Transportation Safety Contractors, Inc.    Fred C. Hough                    600               monthly     Jacksonville, Florida
Transportation Safety Contractors of
   Virginia, Inc.                          CNG Industrial Pk. Properties  2,400               monthly     Fredricksburg, Virginia
Georgia Electric Company                   Oakridge Investments           5,000               monthly     Albany, Georgia
Georgia Electric Company                   Lloyd & Karen Nichols          2,400               monthly     Durham, NC
Georgia Electric Company                   State of Alabama                 300               monthly     Montgomery, Alabama
H.C. Connell, Inc.                         H C Connell                    5,136               monthly     Wildwood, Florida
H.C. Connell, Inc.                         Edward Staniewicy              3,881               monthly     St. Petersburg, Florida
H.C. Connell, Inc.                         Eston F. Hall                  1,060               monthly     Maitland, Florida
H.C. Connell, Inc.                         Beverly Madison                  424               monthly     Orlando, Florida
H.C. Connell, Inc.                         Petman Foliage Nursey            519               monthly     Apopka, Florida
Able Communications Services, Inc.         Micro Via                      1,000               monthly     Winter Springs, Florida
Able Integrated Systems, Inc.              Saul Grimes Leasing Co.        1,170               monthly     Winter Garden, Florida
Able Integrated Systems, Inc.              Ernest Burnett                 1,400               monthly     Lawrenceville, Georgia
Able Integrated Systems, Inc.              Dial Communications            2,000               monthly     Tallahassee, Florida
Able Integrated Systems, Inc.              Lumpkin Development            3,080               monthly     Birmingham, Alabama
Dial Communications, Inc.                  Bill Petty John                  500     MTM       monthly     Lake City, Florida
Dial Communications, Inc.                  L.H. & Kathy Danese              636     03/99     monthly     Palatka, Florida
Dial Communications, Inc.                  Griffin Enterprises              750     01/99     monthly     Jonesboro, Georgia
Dial Communications, Inc.                  Plain Dealing Car Care & Pawn    300     MTM       monthly     Plain Dealing, LA
Dial Communications, Inc.                  HM Williams Properties        11,781    09/00      monthly     Tallahassee, Florida
Dial Communications, Inc.                  William E. Newton              3,146     MTM       monthly     Gainesville, Florida
Dial Communications, Inc.                  Leonard Durrance               3,100     MTM       monthly     Daytona Beach, Florida
Dial Communications, Inc.                  Paul Rosser                      850     MTM       monthly     Brooksville, Florida
Dial Communications, Inc.                  Liggett's Inc.(William L. Wynne) 475     10/98     monthly     Chiefland, Florida
Dial Communications, Inc.                  Wesley Rush                      636     MTM       monthly     Dunnellom, Florida
</TABLE>


<PAGE>

                                SCHEDULE 8.1 (b)
SCHEDULE OF PERMITTED DEBT


<TABLE>
<CAPTION>

                                                                                                                      COLLATERAL
OBLIGOR NAME                               LENDER NAME                    AMOUNT    EXPIRY    TERM(S)    PAYMENT      DESCRIPTION(S)
------------                               -----------                    ------    ------    -------    -------      --------------
<S>                                        <C>                            <C>       <C>       <C>        <C>          <C>
Transportation Safety Contractors of
     Virginia                              Central Fidelity Bank          264,503             monthly     1,604       Real Property
H.C. Connell, Inc.                         SunTrust Bank, Central FL      181,900    07/00    monthly     6,272       Specified
                                                                                                                       Machinery and
                                                                                                                       Equipment
H.C. Connell, Inc.                         SunTrust Bank, Central FL       50,000    08/98    monthly                 Specified
                                                                                                                       Machinery and
                                                                                                                       Equipment
Able Communication Services, Inc.          SunTrust Bank, Central FL       72,420             monthly      4,777      Specified
                                                                                                                       Machinery and
                                                                                                                       Equipment
Dial Communications, Inc.                  Ford Motor Credit                4,724    05/99    monthly        321      vehicle
Dial Communications, Inc.                  Ford Motor Credit                4,724    05/99    monthly        321      vehicle
Dial Communications, Inc.                  Ford Motor Credit                4,724    05/99    monthly        321      vehicle
Dial Communications, Inc.                  Ford Motor Credit                4,724    05/99    monthly        321      vehicle
Dial Communications, Inc.                  Ford Motor Credit                4,724    05/99    monthly        321      vehicle
Dial Communications, Inc.                  Ford Motor Credit                4,724    05/99    monthly        321      vehicle
Dial Communications, Inc.                  Ford Motor Credit                8,059    05/99    monthly        502      vehicle
Dial Communications, Inc.                  Ford Motor Credit                8,059    05/99    monthly        502      vehicle
Dial Communications, Inc.                  Ford Motor Credit                7,469    05/99    monthly        522      vehicle
Dial Communications, Inc.                  Ford Motor Credit                7,469    05/99    monthly        522      vehicle
Dial Communications, Inc.                  GMAC                             3,735    09/98    monthly        631      vehicle
Dial Communications, Inc.                  GMAC                             2,930    09/98    monthly        402      vehicle
Dial Communications, Inc.                  First Union National Bank          620    04/98    monthly        620      vehicle
Dial Communications, Inc.                  SunTrust Bank, Central FL          566    03/98    monthly        563      vehicle
Dial Communications, Inc.                  SunTrust Bank, Central FL          993    05/98    monthly        503      vehicle
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                                  SCHEDULE 8.2

                            ACTIVE STATE UCC FILINGS
                 ABLE TELCOM HOLDING CORPORATION AND AFFILIATES

        NAME OF DEBTOR                STATE OF FILING           NAME OF SECURED PARTY           FILING DATE           FILING NUMBER
                               (AND COUNTY, IF APPLICABLE)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                <C>                                    <C>                <C>
Able Communications Services, Inc.       Florida            Associates Commercial Corporation      12/22/97           970000285706
                                         Florida            Hertz Equipment Rental Corporation      5/16/97           970000106941
                                         Florida            Hertz Equipment Rental Corporation      5/16/97           970000106940
                                         Florida            SunTrust Bank Central Florida NA        1/27/97           970000017984

Able Integrated Systems, Inc.    Georgia(Gwinnett County)   Graybar Financial Services              10/7/97            06797012077

Able Telcom Holding Corporation          Florida            Ikon Office Solution                     3/4/98           980000047058
                                         Florida            Merrill Lynch Business Financial        9/12/96           960000191973
                                                                 Services Inc.
                                         Florida            The CIT Group/Equipment                12/13/91           910000263330
                                                                 Financing, Inc.

Dial Communications Inc.                 Florida            L B Smith Inc.                          3/30/99           980000067862
                                         Florida            L B Smith Inc.                         10/22/97           970000238271
                                         Florida            Miller Electric LFG Co.                10/21/97           970000237716
                                         Florida            Flint Equipment Co.                     8/22/94           940000171695

Georgia Electric Co. Inc.                Alabama            Wilson Equipment Company              10/11/89 (lapsed?)      8910128

H C Connell Inc.                         Florida            L B Smith Inc.                         10/31/97           970000245868
                                         Florida            L B Smith Inc.                          9/29/97           970000219179
                                         Florida            Ditch Witch Trencher Inc of Florida     8/11/97           970000180043
                                         Florida            SunTrust Bank Central Florida NA        6/20/97           970000135555
                                         Florida            Falcon Power Inc.                        6/9/97           970000124717
                                         Florida            Hertz Equipment Rental Corporation      3/25/97           970000062497
                                                                 Inc.
                                         Florida            Hertz Equipment Rental Corporation      3/25/97           970000062496
                                                                 Inc.
                                         Florida            Copytronics Incorporated               10/15/96           960000217430
                                         Florida            Falcon Power Inc. and Falcon Power      8/12/96           960000168659

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


       NAME OF DEBTOR                STATE OF FILING           NAME OF SECURED PARTY           FILING DATE           FILING NUMBER
                               (AND COUNTY, IF APPLICABLE)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                <C>                                    <C>                <C>
H C Connell Inc                          Florida            SunTrust Bank Central Florida          8/9/96            960000166821
                                                            National Association
                                         Florida            Falcon Power Inc and Falcon Power      8/9/96            960000167211
                                         Florida            Falcon Power Inc and Falcon Power      8/1/96            960000160148

Transportation Safety                    Florida            Hertz Equipment Rental Corp.           2/20/97           970000036694
Transportation Safety                    Florida            The CIT Group/Equipment Financing       8/9/96           960000167121
   Contractors Inc.                                              Inc.
                                         Florida            Associates Capital Services Corp.      5/14/96           960000099220
                                         Florida            The CIT Group/Equipment Financing      2/27/96           960000040225
                                                                 Inc.
                                         Florida            The CIT Group/Equipment Financing      1/25/96           960000017384
                                                                 Inc.
                                         Virginia           First Union National Bank              11/2/90              901110415

Multiple Debtors:                        Florida            SunTrust Bank Central Florida NA       2/2/96            960000022594
Able Telcom and
H C Connell Incorporated                 Florida            SunTrust Bank Central Florida NA       2/2/96            960000022592
</TABLE>

<PAGE>

                                 SCHEDULE 9.11
                            MANAGEMENT SHAREHOLDERS


Name                                                Number of Shares

Jonathan Bratt                                           6,500
John D. Foster                                           1,000
Frazier L. Gaines                                      652,942
Gerry W. Hall                                          129,700
Robert C. Nelles                                        10,000
Gideon D. Taylor                                       777,038
J. Barry Hall                                          129,700


<PAGE>


                                  EXHIBIT "A"

                       FORM OF ASSIGNMENT AND ACCEPTANCE


     Reference is made to that certain Senior Secured Revolving Credit Agreement
dated as of April 6, 1998 (as may be amended, modified or supplemented to the
date hereof, the "Loan Agreement"), among ABLE TELCOM HOLDING CORP., a Florida
corporation, as Borrower, the lenders listed on the signature pages thereof
("Lenders"), SUNTRUST BANK, SOUTH FLORIDA NATIONAL ASSOCIATION, as
Administrative Agent and BANK OF AMERICA, FSB, as Syndication Agent. Terms
defined in the Loan Agreement are used herein with the same meanings.

     1.  Assignor (as identified below) hereby sells and assigns to Assignee (as
         identified below), without recourse against Assignor, and Assignee
         hereby purchases and assumes from Assignor, without recourse against
         Assignor, effective as of the Effective Date hereinafter set forth, the
         interests set forth below (collectively, the "Assigned Interest"), in
         Assignor's rights and obligations under the Loan Agreement, including
         without limitation, the below specified Revolving Loan Commitment of
         Assignor on the Effective Date, and the below specified Revolving Loans
         owing to Assignor that are outstanding on the Effective Date, together
         with unpaid interest accrued on the assigned Loans to the Effective
         Date, and/or the Pro Rata Share of the Assignor's obligation with
         respect to the Letters of Credit, whether in the form of an Advance or
         the purchase of the Pro Rata Share of the reimbursement obligation of
         the Borrower, and the amount (if any) set forth below of the fees
         referred to in Section 4.5(c) of the Loan Agreement accrued to the
         Effective Date for the account of Assignor. From and after the
         Effective Date, (a) Assignee shall be a party to and be bound by the
         provisions of the Loan Agreement, and to the extent of the interest
         assigned by this Assignment and Acceptance, have the rights and
         obligations of a Lender thereunder and under the Credit Documents
         (except for any such obligations that are due and payable on, or that
         become due and payable before, the effectiveness of this Assignment
         and Acceptance), and (b) Assignor shall, to the extent of its interest
         assigned by this Assignment and Acceptance and otherwise to the extent
         set forth in the foregoing clause (a), relinquish its rights and be
         released from its obligations under the Loan Agreement and the Credit
         Documents.

     2.  Each of the Assignor and the Assignee represents, warrants and agrees
         to and with the other and the Administrative Agent as follows: (a)
         Assignor warrants that it is the legal and beneficial owner of the
         interest being assigned hereby free and clear of any adverse claim and
         that its Revolving Loan Commitment and the outstanding balances of its
         Loans under such Facility, without giving effect to assignments thereof
         which have not become effective, are as set forth below, (b) except as
         set forth in (a), Assignor makes no representation or warranty and
         assignees no responsibility with respect to any statements, warranties
         or representations made in or in connection with the Loan Agreement, or
         the

<PAGE>


         execution, legality, validity, enforceability, genuineness, sufficiency
         or value of the Loan Agreement or any other Credit Document or any
         insignment or documents furnished pursuant thereto, or the financial
         condition of the Borrower or any other Credit Party of any of its
         obligations under the Credit Documents; (c) the Assignee represents and
         warrants that it is legally authorized to enter into this Assignment
         and Acceptance; (d) Assignee confirms that it has received a copy of
         the Loan Agreement such financial statements and other documents and
         information as it has deemed appropriate to make its own credit
         analysis and decision to enter into this Assignment and Acceptance; (e)
         Assignee agrees that it will perform its obligations as a Lender under
         the Credit Documents as required by the terms thereof; and (f) Assignee
         appoints and authorizes the Administrative Agent to take such actions
         as agent on its behalf and to exercise such powers under the Loan
         Agreement and the other Credit Documents as are delegated to the
         Administrative Agent by the terms of the Credit Documents and as are
         reasonably incidental thereto.

     3.  This Assignment and Acceptance is being delivered to the Administrative
         Agent, together with (a) the Notes evidencing the Loans included in the
         Assigned Interest, and (b) a copy of the Assignment and Acceptance
         after it is duly executed by each of the Assignee and the Assignor.

     4.  This Assignment shall be governed by and construed in accordance with
         the laws of the State of Florida, without regard to the conflict of
         laws principles thereof.


Date of Assignment:


Legal Name of Assignor:


Legal Name of Assignee:

Assignee's Address (Including Telex and Telecopy Numbers) for Notices:




Assignee's Lending Office:


     Effective Date of Assignment (may not be fewer than five (5) 
     Business Days after the date of the Assignment):


                                      -2-


<PAGE>


LOANS ASSIGNED:


                                                                 PERCENTAGE OF
                                   PRINCIPAL AMOUNT               COMMITMENT
FACILITY                              ASSIGNED                     ASSIGNED
--------                           ----------------              -------------

Revolving Loan                          $                             %
  Facility

Immediately after giving effect to this Assignment:

     The aggregate amount of the Revolving Loan Commitment of Assignor is 
$ _______________________________.

The aggregate amount of the Revolving Loan Commitment of Assignee is
$ _______________________________.


                               [NAME OF ASSIGNOR]


                                By:__________________________________
                                   Name:
                                   Title:
                                   As Assignor



                               [NAME OF ASSIGNEE]



                                By:___________________________________
                                   Name:
                                   Title:
                                   As Assignee


                                      -3-

<PAGE>


CONSENTED TO:
                                SUNTRUST BANK, SOUTH FLORIDA,
                                NATIONAL ASSOCIATION


                                By:____________________________________
                                   Name:
                                   Title:
                                   As Administrative Agent



                                ABLE TELCOM HOLDING CORP.


                                By:____________________________________
                                   Name:
                                   Title:
                                   As Borrower


                                      -4-

<PAGE>


                                   EXHIBIT B
                         SUBSIDIARY GUARANTY AGREEMENT


     This SUBSIDIARY GUARANTY AGREEMENT (this "Guaranty"), dated as of April 6,
1998, made by the entities listed on Exhibit "A" attached hereto, each of which
is a corporation organized and existing in the jurisdiction set forth in Exhibit
"A" (the foregoing corporations individually a "Guarantor" and collectively the
"Guarantors"), in favor of SUNTRUST BANK, SOUTH FLORIDA, NATIONAL ASSOCIATION,
a national banking association, in its capacity as Administrative Agent for the
Lenders at any time parties to the Credit Agreement (as hereinafter defined)
(the "Administrative Agent") and each assignee thereof becoming a "Lender" as
provided therein (the "Lenders"; the Lenders and the Administrative Agent being
individually referred to herein as a "Guaranteed Party" and collectively
referred to herein as the "Guaranteed Parties");

                                  WITNESSETH:

     WHEREAS, ABLE TELCOM HOLDING CORP., a Florida corporation (the "Borrower"),
the Lenders and the Administrative Agent have entered into that certain
Senior-Secured Revolving Credit Agreement dated as of April 6, 1998 (as the same
may hereafter be amended, restated, supplemented or otherwise modified from time
to time, and including all schedules, riders, and supplements thereto, the
"Credit Agreement"; terms defined therein and not otherwise defined herein being
used herein as therein defined);

     WHEREAS, the Borrower owns, directly or indirectly, all of the outstanding
capital stock of each of the Guarantors;

     WHEREAS, the Borrower and Guarantors share an identity of interest as
members of a consolidated group of companies engaged in substantially similar
businesses with the Borrower providing certain centralized financial, accounting
and management services to each of the Guarantors by virtue of intercompany
advances and loans such that financial accommodations to the Borrower under the
Credit Agreement shall inure to the direct and material benefit of each of the
Guarantors; and

     WHEREAS, consummation of the transactions pursuant to the Credit Agreement
will facilitate expansion and enhance the overall financial strength and
stability of the Borrower's entire corporate group, including the Guarantors;
and

     WHEREAS, it is a condition precedent to the Lender's obligations to enter
into the Credit Agreement and to make extensions of credit thereunder that the
Guarantors execute and deliver this Guaranty, and the Guarantors desire to
execute and deliver this Guaranty to satisfy such condition precedent;


<PAGE>


     NOW, THEREFORE, in consideration of the premises and in order to induce the
Lenders to enter into and perform their obligations under the Credit Agreement,
the Guarantors hereby jointly and severally agree as follows:

     SECTION 1. GUARANTY. The Guarantors hereby jointly and severally,
irrevocably, absolutely and unconditionally, guarantee the punctual and full
payment when due, whether at stated maturity, by acceleration or otherwise, of
all Loans and all other Obligations owing by the Borrower to the Guaranteed
Parties, or any of them, jointly or severally under the Credit Agreement, the
Notes and the other Credit Documents, including all renewals, extensions,
modifications and refinancings thereof, now or hereafter owing, whether for
principal, interest, fees, expenses or otherwise, and any and all reasonable
out-of-pocket expenses (including reasonable attorneys' fees actually incurred
and expenses, whether suit be brought or not, including reasonable attorneys'
fees, costs and expenses if appeal is taken) incurred by the Administrative
Agent in enforcing any rights under this Guaranty (collectively, the "Guaranteed
Obligations"), including without limitation, all interest which, but for the
filing of a petition in bankruptcy with respect to the Borrower, would accrue on
any principal portion of the Guaranteed Obligations. Any and all payments by the
Guarantors hereunder shall be made free and clear of and without deduction for
any set-off, counterclaim, or withholding so that, in each case, each Guaranteed
Party will receive, after giving effect to any Taxes (as such term is defined in
the Credit Agreement, but excluding Taxes imposed on overall net income of the
Guaranteed Party to the same extent as excluded pursuant to the Credit
Agreement), the full amount that it would otherwise be entitled to receive with
respect to the Guaranteed Obligations (but without duplication of amounts for
Taxes already included in the Guaranteed Obligations). The Guarantors
acknowledge and agree that this is a guarantee of payment when due, and not of
collection, and that this Guaranty may be enforced up to the full amount of the
Guaranteed Obligations without proceeding against the Borrower, against any
security for the Guaranteed Obligations, against any other Guarantor or under
any other guaranty covering any portion of the Guaranteed Obligations.

     SECTION 2. GUARANTY ABSOLUTE. The Guarantors guarantee that the Guaranteed
Obligations will be paid strictly in accordance with the terms of the Credit
Documents, regardless of any law, regulation or order now or hereafter in effect
in any jurisdiction affecting any of such terms or the rights of any Guaranteed
Party with respect thereto. The liability of each Guarantor under this Guaranty
shall be primary, absolute and unconditional in accordance with its terms and
shall remain in full force and effect without regard to, and shall not be
released, suspended, discharged, terminated or otherwise affected by, any
circumstance or occurrence whatsoever, including, without limitation, the
following (whether or not such Guarantor consents thereto or has notice
thereof):

         (a) any change in the time, place or manner of payment of, the amount
     of or in any other term of, all or any of the Guaranteed Obligations, any
     waiver, indulgence, renewal, extension, amendment or modification of or
     addition, consent or supplement to or deletion from or any other action or
     inaction under or in respect of the Credit Agreement, the other Credit
     Documents, or any other documents, instruments or


                                      -2-


<PAGE>


     agreements relating to the Guaranteed Obligations or any other instrument
     or agreement referenced to therein or any assignment or transfer of any
     thereof;

         (b) any lack of validity or enforceability of the Credit Agreement, the
     other Credit Documents, or any other document, instrument or agreement
     referred to therein or any assignment or transfer of any thereof;

         (c) any furnishing to the Guaranteed Parties of any additional security
     for the Guaranteed Obligations, or any sale, exchange, release or surrender
     of, or realization on, any security for the Guaranteed Obligations;

         (d) any release, adjustment settlement or compromise of any of the
     Guaranteed Obligations, any security therefor, or any liability of any
     other party with respect to the Guaranteed Obligations, or any
     subordination of the payment of the Guaranteed Obligations to the payment
     of any other liability of the Borrower;

         (e) any bankruptcy, insolvency, reorganization, composition,
     adjustment, dissolution, liquidation or other like proceeding relating to
     any other Guarantor or the Borrower, or any action taken with respect to
     this Guaranty by any trustee or receiver, or by any court, in any such
     proceeding;

         (f) any nonperfection of any security interest or lien on any
     collateral, or any amendment or waiver of or consent to departure from any
     guaranty or security, for all or any of the Guaranteed Obligations;

         (g) any application of sums paid by the Borrower or any other Person
     with respect to the liabilities of the Borrower to the Guaranteed Parties,
     regardless of what liabilities of the Borrower remain unpaid; 

         (h) any act or failure to act by any Guaranteed Party which may
     adversely affect a Guarantor's subrogation rights, if any, against the
     Borrower to recover payments made under this Guaranty; and

         (i) any other circumstance which might otherwise constitute a defense
     available to, or a discharge or release of, any Guarantor.

If claim is ever made upon any Guaranteed Party for repayment or recovery of
any amount or amounts received in payment or, on account of any of the
Guaranteed Obligations, and any Guaranteed Party repays all or part of said
amount by reason of (a) any judgment, decree or order of any court or
administrative body having jurisdiction over the Guaranteed Party or any of its
property, or (b) any settlement or compromise of any such claim effected by the
Guaranteed Party with any such claimant (including the Borrower or a trustee in
bankruptcy for the Borrower), then and in such event the Guarantors agree that
any such judgment, decree, order, settlement or compromise shall be binding on
it, notwithstanding any revocation hereof or the cancellation of the Credit
Agreement, the other Credit Documents, or any other instrument


                                      -3-


<PAGE>


evidencing any liability of the Borrower, and the Guarantors shall be and remain
liable to the Guaranteed Party for the amounts so repaid or recovered to the
same extent as if such amount had never originally been paid to the Guaranteed
Party.

     SECTION 3. WAIVER. The Guarantors hereby waive notice of acceptance of this
Guaranty, notice of any liability to which it may apply, and further waive
presentment, demand for payment, protest, notice of dishonor or nonpayment of
any such liabilities, suit or taking of other action by the Guaranteed Parties
against, and any other notice to, the Borrower or any other party liable with
respect to the Guaranteed Obligations (including the Guarantors or any other
Person executing a guaranty of the obligations of the Borrower) and all other
defenses, offsets and counterclaims which any Guarantor may at any time have to
any claim of any Guaranteed Party against the Borrower.

     SECTION 4. WAIVER OF SUBROGATION. No Guarantor will exercise any rights
against the Borrower which it may acquire by way of subrogation or contribution,
by any payment made hereunder or otherwise. Each Guarantor hereby expressly
waives any claim, right or remedy which such Guarantor may now have or hereafter
acquire against the Borrower that arises hereunder and/or from the performance
by any Guarantor hereunder, including, without limitation, any claim right or
remedy of the Guaranteed Parties against the Borrower or any security which the
Guaranteed Parties now has or hereafter acquires, whether or not such claim,
right or remedy arises in equity, under contract, by statute, under color of law
or otherwise.

     SECTION 5. SEVERABILTY. Any provision of this Guaranty which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

     SECTION 6. AMENDMENTS, ETC. No amendment or waiver of any provision of this
Guaranty nor consent to any departure by a Guarantor therefrom shall in any
event be effective unless the same shall be in writing executed by the
Administrative Agent.

     SECTION 7. NOTICES. All notices and other communications provided for
hereunder shall be given in the manner specified in the Credit Agreement (i) in
the case of the Administrative Agent, at the address specified for the
Administrative Agent in the Credit Agreement, and (ii) in the case of the
Guarantors, at the respective addresses specified for such Guarantors in the
Credit Agreement.

     SECTION 8. NO WAIVER; REMEDIES. No failure on the part of the
Administrative Agent or other Guaranteed Parties to exercise, and no delay in
exercising, any right hereunder 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. No notice to or demand on
any Guarantor in any case shall entitle such Guarantor to any other further
notice or demand in any similar or other circumstances or constitute a waiver of
the rights of the Administrative Agent or other Guaranteed Parties to any other
or further action in any


                                      -4-


<PAGE>


circumstances without notice or demand. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.

     SECTION 9. RIGHT OF SET OFF. In addition to and not in limitation of all
rights of offset that the Administrative Agent or other Guaranteed Parties may
have under applicable law, the Administrative Agent or other Guaranteed Parties
shall, upon the occurrence of any Event of Default and whether or not the
Administrative Agent or other Guaranteed Parties have made any demand or the
Guaranteed Obligations are matured, have the right to appropriate and apply to
the payment of the Guaranteed Obligations, all deposits of any Guarantor
(general or special, time or demand, provisional or final) then or thereafter
held by and other indebtedness or property then or thereafter owing by the
Administrative Agent or other Guaranteed Parties to any Guarantor, whether or
not related to this Guaranty or any transaction hereunder. The Guaranteed
Parties shall promptly notify the relevant Guarantor of any offset hereunder.

     SECTION 10. CONTINUING GUARANTY; BINDING EFFECT; INUREMENT. This Guaranty
is a continuing guaranty and shall (i) remain in full force and effect until
payment in full of the Guaranteed Obligations and all other amounts payable
under this Guaranty and the termination of all of the Commitiments, (ii) be
binding upon each Guarantor, its successors and assigns, and (iii) inure to the
benefit of and be enforceable by the Administrative Agent, its successors,
transferees and assigns, for the benefit of the Guaranteed Parties.

     SECTION 11. GOVERNING LAW; SUBMISSION TO JURISDICTION; FULL FAITH AND
CREDIT; WAIVER OF JURY TRIAL.

         (a) TO THE EXTENT THAT ANY GUARANTEED PARTY OBTAINS ANY JUDGMENT
     AGAINST ANY GUARANTOR UNDER THIS GUARANTY, THE GUARANTORS DO HEREBY AGREE
     THAT SUCH JUDGMENT SHALL BE ENTITLED TO "FULL FAITH AND CREDIT" WITH THE
     SAME FORCE AND EFFECT AS IF SUCH JUDGMENT WAS RENDERED AGAINST SUCH
     GUARANTOR BY A COURT OR OTHER TRIBUNAL LOCATED IN THE DOMICILE OF SUCH
     GUARANTOR, IF DIFFERENT FROM THAT IN WHICH SUCH JUDGMENT IS RENDERED. THE
     GUARANTORS HEREBY AGREE TO THE VALIDITY AND ENFORCEABILIY OF ANY SUCH
     JUDGMENT AND SHALL NOT SEEK TO CHALLENGE OR "GO BEHIND" THE FACE OF SUCH
     JUDGMENT.

         (b) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
     HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW
     (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF) OF THE
     STATE OF FLORIDA.

         (c) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY OR
     OTHERWISE RELATED HERETO MAY BE BROUGHT IN THE CIRCUIT COURT OF PALM BEACH
     COUNTY OF THE STATE OF

                                      -5-

<PAGE>


     FLORIDA OR ANY OTHER COURT OF THE STATE OF FLORIDA OR OF THE UNITED STATES
     OF AMERICA FOR THE SOUTHERN DISTRICT OF FLORIDA, AND, BY EXECUTION AND
     DELIVERY OF THIS GUARANTY, EACH GUARANTOR HEREBY CONSENTS, FOR ITSELF AND
     IN RESPECT OF ITS PROPERTY, TO THE JURISDICTION OF THE AFORESAID COURTS.
     EACH GUARANTOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT
     LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF
     FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF
     ANY ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS IN RESPECT OF
     THIS GUARANTY OR ANY DOCUMENT RELATED THERETO. NOTHING HEREIN SHALL AFFECT
     THE RIGHT OF ANY LENDER OR THE ADMINISTRATIVE AGENT TO COMMENCE LEGAL
     PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY GUARANTOR IN ANY OTHER
     JURISDICTION.


         (d) TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH GUARANTOR HEREBY
     KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES ALL RIGHT OF
     TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR
     IN CONNECTION WITH ANY CREDIT DOCUMENT OR ANY MATTER ARISING IN CONNECTION
     HEREUNDER OR THEREUNDER. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE
     LENDERS TO EXTEND CREDIT TO OR OTHERWISE BECOME OR REMAIN A CREDITOR OF
     THE BORROWER. FURTHER, GUARANTORS HEREBY CERTIFY THAT NO REPRESENTATIVE OF
     THE AGENTS OR LENDERS NOR ANY COUNSEL FOR THE AGENTS OR LENDERS HAS
     REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE AGENTS OR LENDERS WOULD NOT,
     IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT OF
     JURY TRIAL PROVISION. NO REPRESENTATIVE OF THE AGENTS OR LENDERS NOR
     COUNSEL FOR THE AGENTS OR LENDERS HAS THE AUTHORITY TO WAIVE, CONDITION OR
     MODIFY THIS PROVISION.

         (e) GUARANTORS FURTHER IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS OF
     ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE
     MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID,
     TO EACH GUARANTOR AT ITS SAID ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE 30
     DAYS AFTER SUCH MAILING. GUARANTORS HEREBY IRREVOCABLY WAIVE ANY OBJECTION,
     INCLUDING, WITHOUT LIMITATION, ANY OBJECTION THEY MAY HAVE TO THE LAYING OF
     VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR
     HEREAFTER HAVE TO THE BRINGING OF ANY


                                      -6-

<PAGE>


     ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS IN RESPECT OF
     THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT.

         (f) NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE AGENT, ANY LENDER, ANY
     HOLDER OF A NOTE OR ANY CREDIT PARTY TO SERVE PROCESS IN ANY OTHER MANNER
     PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED
     AGAINST A GUARANTOR IN ANY OTHER JURISDICTION.

     SECTION 12. SUBORDINATION OF THE BORROWER'S OBLIGATIONS TO THE
GUARANTORS. As an independent covenant, each Guarantor hereby expressly
covenants and agrees for the benefit of the Administrative Agent and other
Guaranteed Parties that all obligations and liabilities of the Borrower to such
Guarantor of whatsoever description including, without limitation, all
intercompany receivables of such Guarantor from the Borrower ("Junior Claims")
shall be subordinate and junior in right of payment to all obligations of the
Borrower to the Administrative Agent and other Guaranteed Parties under the
terms of the Credit Agreement and the other Credit Documents ("Senior Claims").

     If an Event of Default shall occur, then, unless and until such Event of
Default shall have been cured, waived, or shall have ceased to exist, no direct
or indirect payment (in cash, property, securities by setoff or otherwise) shall
be made by the Borrower to any Guarantor on account of or in any manner in
respect of any Junior Claim except such payments and distributions the proceeds
of which shall be applied to the payment of Senior Claims.

     In the event of a Proceeding (as hereinafter defined), all Senior Claims
shall first be paid in full before any direct or indirect payment or
distribution (in cash, property, securities by setoff or otherwise) shall be
made to any Guarantor on account of or in any manner in respect of any Junior
Claim except such payments and distributions the proceeds of which shall be
applied to the payment of Senior Claims. For the purposes of the previous
sentence, "Proceeding" means the Borrower or any Guarantor shall commence a
voluntary case concerning itself under the Bankruptcy Code or any other
applicable bankruptcy laws; or any involuntary case is commenced against the
Borrower or any Guarantor; or a custodian (as defined in the Bankruptcy Code or
any other applicable bankruptcy laws) is appointed for, or takes charge of, all
or any substantial part of the property of the Borrower or any Guarantor, or the
Borrower or any Guarantor commences any other proceedings under any
reorganization arrangement, adjustment of debt relief of debtor, dissolution,
insolvency or liquidation or similar law of any jurisdiction whether now or
hereafter in effect relating to the Borrower or any Guarantor, or any such
proceeding is commenced against the Borrower or any Guarantor, or the Borrower
or any Guarantor is adjudicated insolvent or bankrupt; or any order of relief or
other order approving any such case or proceeding is entered; or the Borrower or
any Guarantor suffers any appointment of any custodian or the like for it or any
substantial part of its property; or the Borrower or any Guarantor makes a
general assignment for the benefit of creditors; or the Borrower or any
Guarantor shall fail to pay, or shall state that it is unable to pay, or shall
be unable to pay, its debts generally as they become due; or the Borrower or any
Guarantor shall call a meeting of its creditors with a view to arranging a
composition or adjustment of its debts;


                                      -7-


<PAGE>


or the Borrower or any Guarantor shall by any act or failure to act indicate its
consent to approval of or acquiescence in any of the foregoing; or any
corporate action shall be taken by the Borrower or any Guarantor for the purpose
of effecting any of the foregoing.

     In the event any direct or indirect payment or distribution is made to a
Guarantor in contravention of this Section 12, such payment or distribution
shall be deemed received in trust for the benefit of the Administrative Agent
and other Guaranteed Parties and shall be immediately paid over to the
Administrative Agent for application against the Guaranteed Obligations in
accordance with the terms of the Credit Agreement.

     Each Guarantor agrees to execute such additional documents as the
Administrative Agent may reasonably request to evidence the subordination
provided for in this Section 12.

     SECTION 13. JUDGMENT CURRENCY.

         (a) The Guarantors' obligations hereunder to make payments in a
     particular currency (the "Obligation Currency") shall not be discharged or
     satisfied by any tender or recovery pursuant to any judgment expressed in
     or converted into any currency other than the Obligation Currency, except
     to the extent that such tender or recovery results in the effective receipt
     by the Guaranteed Parties of the full amount of the Obligation Currency
     expressed to be payable under this Guaranty or the Credit Agreement. If for
     the purpose of obtaining or enforcing judgment against any Guarantor in any
     court or in any jurisdiction, it becomes necessary to convert into or from
     any currency other than the Obligation Currency (such other currency being
     hereinafter referred to as the "Judgment Currency") an amount due in the
     Obligation Currency, the conversion shall be made at the currency
     equivalent determined, in each case, as on the day immediately preceding
     the day on which the judgment is given (such Business Day being hereafter
     referred to as the "Judgment Currency Conversion Date").

         (b) If there is a change in the rate of exchange prevailing between the
     Judgment Currency Conversion Date and the date of actual payment of the
     amount due, the Guarantors covenant and agree to pay, or cause to be paid,
     such additional amounts, if any (but in any event not a lesser amount), as
     may be necessary to ensure that the amount paid in the Judgment Currency,
     when converted at the rate of exchange prevailing on the date of payment,
     will produce the amount of the Obligation Currency which could have been
     purchased with the amount of Judgment Currency stipulated in the judgment
     or judicial award at the rate of exchange prevailing on the Judgment
     Currency Conversion Date.

         (c) For purposes of determining the currency equivalent for this
     Section, such amounts shall include any premium and costs payable in
     connection with the purchase of the Obligation Currency.

         (d) If the Obligation Currency is U.S. Dollars, the currency equivalent
     shall be the Dollar Equivalent.


                                      -8-


<PAGE>


     SECTION 14. AUTOMATIC ACCELERATION IN CERTAIN EVENTS. Upon the occurrence
of an Event of Default specified in Article 9 of the Credit Agreement, all
Guaranteed Obligations shall automatically become immediately due and payable by
the Guarantors, without notice or other action on the part of the Administrative
Agent or other Guaranteed Parties, and regardless of whether payment of the
Guaranteed Obligations by the Borrower has then been accelerated. In addition,
if any event of the types described in Article 9 of the Credit Agreement should
occur with respect to any Guarantor, then the Guaranteed Obligations shall
automatically become immediately due and payable by such Guarantor, without
notice or other action on the part of the Administrative Agent or other
Guaranteed Parties, and regardless of whether payment of the Guaranteed
Obligations by the Borrower has then been accelerated.

     SECTION 15. SAVINGS CLAUSE.

         (a) It is the intent of each Guarantor and the Guaranteed Parties that
     each Guarantor's maximum obligations hereunder shall be, but not in excess
     of:

              (i) in a case or proceeding commenced by or against such Guarantor
         under the Bankruptcy Code on or within one year from the date on which
         any of the Guaranteed Obligations are incurred, the maximum amount
         which would not otherwise cause the Guaranteed Obligations (or any
         other obligations of such Guarantor to the Guaranteed Parties) to be
         avoidable or unenforceable against such Guarantor under (A) Section 548
         of the Bankruptcy Code or (B) any state fraudulent transfer or
         fraudulent conveyance act or statute applied in such case or proceeding
         by virtue of Section 544 of the Bankruptcy Code; or

              (ii) in a case or proceeding commenced by or against such
         Guarantor under the Bankruptcy Code subsequent to one year from the
         date on which any of the Guaranteed Obligations are incurred, the
         maximum amount which would not otherwise cause the Guaranteed
         Obligations (or any other obligations of the Guarantor to the
         Guaranteed Parties) to be avoidable or unenforceable against such
         Guarantor under any state fraudulent transfer or fraudulent conveyance
         act or statute applied in any such case or proceeding by virtue of
         Section 544 of the Bankruptcy Code; or

              (iii) in a case or proceeding commenced by or against such
         Guarantor under any law, statute or regulation other than the
         Bankruptcy Code (including, without limitation, any other bankruptcy,
         reorganization, arrangement, moratorium, readjustment of debt,
         dissolution, liquidation or similar debtor relief laws), the maximum
         amount which would not otherwise cause the Guaranteed Obligations (or
         any other obligations of such Guarantor to the Guaranteed Parties) to
         be avoidable or unenforceable against such Guarantor under such law,
         statute or regulation including, without limitation, any state
         fraudulent transfer or fraudulent conveyance act or statute applied in
         any such case or proceeding.


                                      -9-


<PAGE>


(The substantive laws under which the possible avoidance or unenforceability of
the Guaranteed Obligations (or any other obligations of such Guarantor to the
Guaranteed Parties) shall be determined in any such case or proceeding shall
hereinafter be referred to as the "Avoidance Provisions").

         (b) To the end set forth in Section 15(a), but only to the extent that
     the Guaranteed Obligations would otherwise be subject to avoidance under
     the Avoidance Provisions if such Guarantor is not deemed to have received
     valuable consideration, fair value or reasonably equivalent value for the
     Guaranteed Obligations, or if the Guaranteed Obligations would render the
     Guarantor insolvent, or leave the Guarantor with an unreasonably small
     capital to conduct its business, or cause the Guarantor to have incurred
     debts (or to have intended to have incurred debts) beyond its ability to
     pay such debts as they mature, in each case as of the time any of the
     Guaranteed Obligations are deemed to have been incurred under the Avoidance
     Provisions and after giving effect to contribution as among Guarantors, the
     maximum Guaranteed obligations for which such Guarantor shall be liable
     hereunder shall be reduced to that amount which, after giving effect
     thereto, would not cause the Guaranteed Obligations (or any other
     obligations of such Guarantor to the Guaranteed Parties), as so reduced, to
     be subject to avoidance under the Avoidance Provisions. This Section 15(b)
     is intended solely to preserve the rights of the Guaranteed Parties
     hereunder to the maximum extent that would not cause the Guaranteed
     Obligations of any Guarantor to be subject to avoidance under the Avoidance
     Provisions, and neither such Guarantor nor any other Person shall have any
     right or claim under this Section 15 as against the Guaranteed Parties
     that would not otherwise be available to such Person under the Avoidance
     Provisions.

         (c) None of the provisions of this Section 15 are intended in any
     manner to alter the obligations of any holder of Subordinated Debt or the
     rights of the holders of "senior indebtedness" as provided by the terms of
     the Subordinated Debt. Accordingly, it is the intent of each of the
     Guarantors that, in the event that any payment or distribution is made with
     respect to the Subordinated Debt prior to the payment in full of the
     Guaranteed Obligations by virtue of the provisions of this Section 15, in
     any case or proceeding of the kinds described in clauses (i)-(iii) of
     Section 15(a), the holders of the Subordinated Debt shall be obligated to
     pay or deliver such payment or distribution to or for the benefit of the
     Guaranteed Parties. Furthermore, in respect of the Avoidance Provisions,
     it is the intent of each Guarantor that the subrogation rights of the
     holders of Subordinated Debt with respect to the obligations of the
     Guarantor under this Guaranty, be subject in all respects to the provisions
     of Section 15(b).

     SECTION 16. INFORMATION. Each of the Guarantors assumes all responsibility
for being and keeping itself informed of the Borrower's financial condition and
assets, and of all other circumstances bearing upon the risk of nonpayment of
the Guaranteed Obligations and the nature, scope and extent of the risks that
such Guarantor assumes and incurs hereunder, and agrees that none of the
Guaranteed Parties will have any duty to advise any of the Guarantors of
information known to it or any of them regarding such circumstances or risks.


                                      -10-


<PAGE>


     SECTION 17. REPRESENTATIONS AND WARRANTIES. Each Guarantor represents and
warrants as to itself that all representations and warranties relating to it
contained in Article 6 of the Credit Agreement are true and correct.

     SECTION 18. SURVIVAL OF AGREEMENT. All agreements, representations and
warranties made herein shall survive the execution and delivery of this Guaranty
and the Credit Agreement, the making of the Loans and the execution and delivery
of the Notes and the other Credit Documents.

     SECTION 19. COUNTERPARTS. This Guaranty and any amendments, waivers,
consents or supplements 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, but all such counterparts
together shall constitute but one and the same instrument.

     SECTION 20. CURRENCY OF PAYMENT. All payments to be made by the Guarantors
hereunder shall be made in the relevant currency or currencies in which the
Guaranteed Obligations are denominated in immediately available funds. If any
Guarantor is unable for any reason to effect payment of any of the Guaranteed
Obligations in the currency in which such Guaranteed Obligations are
denominated, the Guaranteed Partes may, at their option, require such payment to
be made in the Dollar Equivalent of such currency. If in any case where any of
the Guarantors shall make any such payment in the Dollar Equivalent, the
Guarantors agree to hold the Guaranteed Parties harmless from any loss incurred
by the Lenders arising from any change in the value of Dollars in relation to
such currency between the date such payment became due and the date of payment
thereof.

     SECTION 21. ADDITIONAL GUARANTORS. Upon execution and delivery by any
Subsidiary of the Borrower of an instrument in the form of Exhibit L to the
Credit Agreement such Subsidiary of the Borrower shall become a Guarantor
hereunder with the same force and effect as if originally named a Guarantor
herein (each an "Additional Guarantor"). The execution and delivery of any such
instrument shall not require the consent of any Guarantor hereunder. The rights
and obligations of each Guarantor hereunder shall remain in full force and
effect notwithstanding the addition of any Additional Guarantor as a party to
this Guaranty.

     IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be duly
executed and delivered by their respective duly authorized officers as of the
date first above written.

                                   GUARANTORS:

ATTEST:                            TELECOMMUNICATION SERVICES
                                   GROUP, INC., a Florida corporation

______________________             By:________________________________

                                   Print Name:________________________

                                   Title: ____________________________


                                      -11-


<PAGE>


ATTEST:                            ABLE INTEGRATED SYSTEMS, INC., a
                                   Florida corporation

____________________               By:______________________________

                                   Print Name:______________________

                                   Title:___________________________


ATTEST:                            ABLE COMMUNICATION SERVICES, INC.,
                                   a Florida corporation

_____________________              By:______________________________

                                   Print Name:______________________

                                   Title:___________________________


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

_____________________              By: ____________________________

                                   Print Name:_____________________

                                   Title: _________________________


ATTEST:                            DIAL COMMUNICATIONS, INC., a Florida
                                   corporation

______________________             By:_____________________________

                                   Print Name:_____________________

                                   Title: _________________________


ATTEST:                            TRAFFIC MANAGEMENT GROUP, INC.,
                                   a Florida corporation

_____________________              By:____________________________

                                   Print Name:____________________

                                   Title: ________________________


                                      -12-

<PAGE>


 ATTEST:                           TRANSPORTATION SAFETY
                                   CONTRACTORS, INC., a Florida corporation

_______________________            By:____________________________

                                   Print Name: ___________________

                                   Title:_________________________


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

_________________________          By: ___________________________

                                   Print Name: ___________________

                                   Title: ________________________


 ATTEST:                           GEORGIA ELECTRIC COMPANY, a Georgia
                                   corporation

__________________________         By: ___________________________

                                   Print Name: ___________________

                                   Title: ________________________


ATTEST:                            COMMUNICATIONS DEVELOPMENT
                                   GROUP, INC., a Florida corporation

_____________________________      By: __________________________

                                   Print Name:___________________

                                   Title: _______________________


ATTEST:                            ABLE WIRELESS, INC., a Florida corporation

______________________________     By: ____________________________

                                   Print Name: ____________________

                                   Title: _________________________


                                      -13-


<PAGE>


                                    EXHIBIT C

                                     FORM OF
                             CONTRIBUTION AGREEMENT


     CONTRIBUTION AGREEMENT dated as of April 6, 1998 (this "Contribution
Agreement") by and among ABLE TELCOM HOLDING CORP., a Florida corporation (the
"Borrower"), each of the Subsidiaries of the Borrower listed on the signature
pages hereof (collectively, and together with any successors, referred to herein
individually as a "Guarantor" and collectively as "Guarantors") and SUNTRUST
BANK, SOUTH FLORIDA, NATIONAL ASSOCIATION, as Administrative Agent (the
"Administrative Agent"), in its capacity as agent for the Lenders identified on
the signature pages to the Credit Agreement (as defined below) and each assignee
thereof becoming a "lender" as provided therein (the "Lenders") for the purpose
of establishing rights and obligations of contribution among the Guarantors in
connection with the Guaranty Agreement (as such term is defined below).


                                    RECITALS

     WHEREAS, the Borrower, the Lenders and the Administrative Agent have
entered into that certain Senior Secured Revolving Credit Agreement dated as of
April 6, 1998 (as it may hereafter be amended, restated, modified, or
supplemented from time to time, the "Credit Agreement") capitalized terms used
herein but not otherwise defined herein shall have the meanings assigned to such
terms in the Credit Agreement);

     WHEREAS, the obligation of Lenders to lend under the Credit Agreement is
conditioned on, among other things, the provision of a Contribution Agreement in
the form hereof;

     WHEREAS, Guarantors and Administrative Agent have entered into the
Subsidiary Guaranty Agreement dated as of even date herewith (the "Guaranty
Agreement") pursuant to which such Guarantors have agreed to guarantee all the
obligations of the Borrower pursuant to the Credit Agreement and all other
Guaranteed Obligations (as defined in the Guaranty Agreement);

     WHEREAS, as a result of transactions contemplated by the Credit Agreement,
Guarantors will benefit from the Guaranteed Obligations and in consideration
thereof desire to enter into this Contribution Agreement to provide a fair and
equitable arrangement to make contributions in the event payments are made under
the Guaranty Agreement.

     NOW, THEREFORE, in consideration of the foregoing premises and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrower, each Guarantor and Administrative Agent hereby agree
as follows:


<PAGE>


     SECTION 1. INDEMNITY AND SUBROGATION. In addition to all such rights of
indemnity and subrogation as the Guarantors may have under applicable law (but
subject to Section 3), the Borrower agrees that (a) in the event a payment shall
be made by any Guarantor under the Guaranty Agreement in respect of the
obligations of the Borrower under the terms of the Credit Agreement, the
Borrower shall indemnify such Guarantor for the full amount of such payment and
(b) in the event any assets of any Guarantor shall be sold pursuant to any stock
pledge agreement or similar instrument or agreement to satisfy a claim of any
Guaranteed Party (as defined in the Guaranty Agreement), the Borrower shall
indemnify such Guarantor in an amount equal to the greater of the book value or
the fair market value of the assets so sold. Each Guarantor has waived its
rights to subrogation, pursuant to Section 4 of the Guaranty Agreement.

     SECTION 2. CONTRIBUTION AND SUBROGATION. Each Guarantor agrees (subject to
Section 3) that in the event a payment shall be made by any Guarantor under the
Guaranty Agreement or assets of any Guarantor shall be sold pursuant to any
Security Document or similar instrument or agreement to satisfy a claim of any
Guaranteed Party, and such Guarantor (the "Claiming Guarantor") shall not have
been indemnified by the Borrower as provided in Section 1, each other Guarantor
(a "Contributing Guarantor") shall indemnify the Claiming Guarantor in an amount
equal to the amount of such payment or the greater of the book value or the fair
market value of such assets, as the case may be, multiplied by a fraction, the
numerator of which shall be the consolidated net worth of the Contributing
Guarantor on the date hereof detained in accordance with generally accepted
accounting principles, and the denominator of which shall be the sum of the
consolidated net worth of all the Guarantors on the date hereof determined in
accordance with generally accepted accounting principles. Any Contributing
Guarantor making any payment to a Claiming Guarantor pursuant to this Section 2
shall be subrogated to the rights of such Claiming Guarantor under Section 1 to
the extent of such payment.

     SECTION 3. SUBORDINATION. Notwithstanding any provision of this Agreement
to the contrary (i) all rights of the Guarantors under Sections 1 and 2 and all
other rights of indemnity or contribution under applicable law or otherwise
shall be fully subordinated to the indefeasible payment in full of the
Guaranteed Obligations (as defined in the Guaranty Agreement), and (ii) no such
rights shall be exercised until all of the Guaranteed Obligations shall have
been irrevocably paid in full and the Credit Agreement shall have been
irrevocably terminated. If any amount shall be paid to any Guarantor on account
of such indemnity or contribution rights at any time when all of the Guaranteed
Obligations shall not have been paid in full, such amount shall be held in trust
for the benefit of the Guaranteed Parties (as defined in the Guaranty Agreement)
and shall forthwith be paid to the Administrative Agent to be credited and
applied upon the Guaranteed Obligations, whether matured or ummatured, in
accordance with the terms of the Credit Agreement. No failure on the part of the
Borrower or any Guarantor to make the payments required by Sections 1 and 2 (or
any other payments required under applicable law or otherwise) shall in any
respect limit the obligations and liabilities of any Guarantor with respect to
the Guaranty Agreement, and each Guarantor shall remain liable for the fall
amount of the obligations of such Guarantor under such Guaranty Agreement.


                                      -2-


<PAGE>


     SECTION 4. ALLOCATION. If at any time there exists more than one Claiming
Guarantor with respect to the Guaranty Agreement, then payment from other
Guarantors pursuant to this Contribution Agreement shall be allocated among such
Claiming Guarantors in proportion to the total amount of money paid for or on
account of the Guaranteed Obligations by each such Claiming Guarantor pursuant
to the Guaranty Agreement.

     SECTION 5. PRESERVATION OF RIGHTS. This Contribution Agreement shall not
limit or affect any right which any Guarantor may have against any other Person
that is not a party hereto.

     SECTION 6. SUBSIDIARY PAYMENT. The amount of contribution payable under
this Contribution Agreement by any Guarantor with respect to the Guaranty
Agreement shall be reduced by the amount of any contribution paid hereunder by a
Subsidiary of such Guarantor with respect to the Guaranty Agreement.

     SECTION 7. ASSET SALE. If all of the stock of any Guarantor shall be sold
or otherwise disposed of (including by merger or consolidation) in an asset sale
not prohibited by the Credit Agreement or otherwise consented to by the
Administrative Agent and the Required Lenders under the Credit Agreement, the
agreements of such Guarantor hereunder shall automatically be discharged and
released without any further action by such Guarantor and shall be assumed in
full by the corporation which prior to such asset sale or consent owned the
stock of such Guarantor, effective as of the time of such asset sale or consent.
The Borrower shall cause any such corporation which is not a Guarantor to become
a party to this Contribution Agreement and the Guaranty Agreement unless
otherwise agreed in writing by the Administrative Agent and the Required
Lenders.

     SECTION 8. EQUITABLE ALLOCATION. If as a result of any reorganization,
recapitalization or other corporate change in the Borrower or any of its
Subsidiaries, or as a result of any amendment, waiver or modification of the
terms and conditions governing the Guaranty Agreement or any of the Guaranteed
Obligations, or for any other reason, the contributions under this Contribution
Agreement become inequitable, the parties hereto shall promptly modify and amend
this Contribution Agreement to provide for an equitable allocation of
contributions. All such modifications and amendments shall be in writing and
signed by all parties hereto.

     SECTION 9. ASSET OF PARTY TO WHICH CONTRIBUTION AND INDEMNIFICATION ARE
OWING. The parties hereto acknowledge that the right to contribution and
indemnification hereunder shall each constitute an asset in favor of the party
to which such contribution or indemnification is owing.

     SECTION 10. SUCCESSORS AND ASSIGNS; AMENDMENTS. This Contribution Agreement
shall be binding upon each party hereto and its respective successors and
assigns and shall inure to the benefit of the parties hereto and their
respective successors and assigns. None of any Guarantors rights or any interest
therein under this Contribution Agreement Agent may be assigned or transferred
without the written consent of the Administrative Agent. In the event of any
such transfer or assignment of rights by any Guarantor, the rights and
privileges herein conferred upon


                                      -3-


<PAGE>


that Guarantor shall automatically extend to and be vested in such transferee or
assignee, all subject to the terms and conditions hereof. This Contribution
Agreement shall not be amended without the prior written consent of the
Administrative Agent.

     SECTION 11. TERMINATION. This Contribution Agreement, as it may be modified
or amended from time to time, shall remain in effect, and shall not be
terminated as to the Guaranty Agreement, until the Guaranty Agreement has been
discharged or otherwise satisfied in accordance with its terms.

     SECTION 12. CHOICE OF LAW. THIS CONTRIBUTION AGREEMENT SHALL BE GOVERNED
BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF FLORIDA WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.

     SECTION 13. COUNTERPARTS. This Contribution Agreement and any amendments,
waivers, consents or supplements may be executed in any number of counterparts
and by the different parties hereto in separate counterparts, each of which when
so executed and delivered shall be deemed an original, but all such counterparts
shall constitute but one and the same instrument.

     SECTION 14. ADDITIONAL GUARANTORS. Upon execution and delivery, after the
date hereof, by Administrative Agent and a Subsidiary of the Borrower of a
Supplement to Contribution Agreement in the form of Exhibit "M" to the Credit
Agreement, such Subsidiary of the Borrower shall become a Guarantor hereunder
with the same force and effect as if originally named as a Guarantor hereunder.
The rights and obligations of each Guarantor hereunder shall remain in full
force and effect notwithstanding the addition of any new Guarantor as a party to
this Agreement.

     SECTION 15. SEVERABILITY. In case any provision in or obligation under this
Contribution Agreement shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality or enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby.

     SECTION 16. ADDRESSES FOR NOTICES. All notices and other communications
provided for hereunder shall be in writing (including telegraphic or telecopy
communication) and mailed, telegraphed, telecopied or delivered, if to any
Guarantor, addressed to it at the address set forth for such party in the Credit
Agreement. All such notices and other communications shall be given and deemed
to have been received as provided by the terms of the Credit Agreement.

     SECTION 17. GOVERNING LAW; SUBMISSION TO JURISDICTION; FULL FAITH AND
CREDIT; WAIVER OF JURY TRIAL.

     (a) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE CONSTRUED IN ACCORDANCE WITH


                                      -4-


<PAGE>


AND BE GOVERNED BY THE LAW (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW
PRINCIPLES THEREOF) OF THE STATE OF FLORIDA.

     (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT, OR ANY
OTHER CREDIT DOCUMENT MAY BE BROUGHT IN THE CIRCUIT COURT OF PALM BEACH COUNTY,
FLORIDA, OR ANY OTHER COURT OF THE STATE OF FLORIDA OR OF THE UNITED STATES OF
AMERICA FOR THE SOUTHERN DISTRICT OF FLORIDA, AND, BY EXECUTION AND DELIVERY OF
THIS AGREEMENT, EACH GUARANTOR HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID
COURTS.

     (c) TO THE EXTENT THAT ANY AGENT OR LENDER OBTAINS ANY JUDGMENT AGAINST ANY
GUARANTOR UNDER ANY CREDIT DOCUMENT, GUARANTORS DO HEREBY AGREE THAT SUCH
JUDGMENT SHALL BE ENTITLED TO "FULL FAITH AND CREDIT" WITH THE SAME FORCE AND
EFFECT AS IF SUCH JUDGMENT WAS RENDERED AGAINST THE GUARANTOR BY A COURT OR
OTHER TRIBUNAL LOCATED IN THE DOMICILE OF THE GUARANTOR IF DIFFERENT FROM THAT
IN WHICH SUCH JUDGMENT IS RENDERED. GUARANTORS HEREBY AGREE TO THE VALIDITY AND
ENFORCEABILITY OF ANY SUCH JUDGMENT AND SHALL NOT SEEK TO CHALLENGE OR "GO
BEHIND" THE FACE OF SUCH JUDGMENT.

     (d) TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH GUARANTOR HEREBY
KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES ALL RIGHT OF TRIAL
BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN
CONNECTION WITH ANY CREDIT DOCUMENT OR ANY MATTER ARISING IN CONNECTION
HEREUNDER OR THEREUNDER. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDERS
TO EXTEND CREDIT TO OR OTHERWISE BECOME OR REMAIN A CREDITOR OF THE BORROWER.
FURTHER, GUARANTORS HEREBY CERTIFY THAT NO REPRESENTATIVE OF THE AGENTS OR
LENDERS NOR ANY COUNSEL FOR THE AGENTS OR LENDERS HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT THE AGENTS OR LENDERS WOULD NOT, IN THE EVENT OF SUCH
LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT OF JURY TRIAL PROVISION. NO
REPRESENTATIVE OF THE AGENTS OR LENDERS NOR COUNSEL FOR THE AGENTS OR LENDERS
HAS THE AUTHORITY TO WAIVE, CONDITION OR MODIFY THIS PROVISION.

     (e) GUARANTORS FURTHER IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS OF ANY
OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING
OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO EACH
GUARANTOR AT ITS SAID ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER
SUCH MAILING. GUARANTORS HEREBY IRREVOCABLY WAIVE ANY


                                      -5-


<PAGE>


OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION THEY MAY HAVE TO THE
LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY
NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH
RESPECTIVE JURISDICTIONS IN RESPECT OF THIS AGREEMENT OR ANY OTHER CREDIT
DOCUMENT.

     (t) NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE AGENT, ANY LENDER, ANY
HOLDER OF A NOTE OR ANY CREDIT PARTY TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST A
GUARANTOR IN ANY OTHER JURISDICTION.

     IN WITNESS WHEREOF, the Borrower, the Guarantors, and the Administrative
Agent have duly executed this Contribution Agreement as of the day and year
first above written.

                                   BORROWER:

ATTEST                             ABLE TELCOM HOLDING CORP., a Florida
                                   corporation

___________________                By: ________________________________

                                   Print Name: ________________________
                                   Title: President


                                   SUBSIDIARIES:

ATTEST:                            TELECOMMUNICATION SERVICES
                                   GROUP, INC., a Florida corporation

____________________                By: _______________________________

                                    Print Name: _______________________

                                    Title:_____________________________


ATTEST:                             ABLE INTEGRATED SYSTEMS, INC., a
                                    Florida corporation

____________________                By: _______________________________

                                    Print Name: _______________________

                                    Title: ____________________________


                                      -6-

<PAGE>


ATTEST:                             ABLE COMMUNICATION SERVICES, INC.,
                                    a Florida corporation

____________________                By: _______________________________

                                    Print Name: _______________________

                                    Title: ____________________________


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

____________________                By: _______________________________

                                    Print Name: _______________________

                                    Title: ____________________________


ATTEST:                             DIAL COMMUNICATIONS, INC., a Florida
                                    corporation

____________________                By: _______________________________

                                    Print Name: _______________________

                                    Title: ____________________________


ATTEST:                             TRAFFIC MANAGEMENT GROUP, INC.,
                                    a Florida corporation

____________________                By: _______________________________

                                    Print Name: _______________________

                                    Title: ____________________________


ATTEST:                             TRANSPORTATION SAFETY
                                    CONTRACTORS, INC., a Florida corporation

____________________                By: ______________________________ By:

                                    Print Name: ______________________

                                    Title: ___________________________


                                      -7-


<PAGE>


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

____________________                  By:______________________________  By:

                                      Print Name: _____________________

                                      Title: __________________________


ATTEST:                               GEORGIA ELECTRIC COMPANY, a Georgia
                                      corporation

____________________                  By:______________________________  By:

                                      Print Name: _____________________

                                      Title: __________________________

ATTEST:                               COMMUNICATIONS DEVELOPMENT
                                      GROUP, INC., a Florida corporation

____________________                  By:______________________________  By:

                                      Print Name: _____________________

                                      Title: __________________________

ATTEST:                               ABLE WIRELESS, INC., a Florida corporation

____________________                  By: _____________________________  By:

                                      Print Name: _____________________

                                      Title:___________________________


                                      -8-


<PAGE>


                                      LENDER:

                                      SUNTRUST BANK, CENTRAL FLORIDA,
                                      NATIONAL ASSOCIATION, individually and
                                      as Administrative Administrative Agent



                                      By: _____________________________
                                      __________________, Vice President


                                      -9-


<PAGE>


                                   EXHIBIT D
                            THE INTERNATIONAL GROUP


COMMUNICATIONS DEVELOPMENT GROUP, INC.
Jurisdiction of incorporation or organization:  Florida
Owned by:  the Company

ABLE TELCOM INTERNATIONAL, INC.
Jurisdiction of incorporation or organization:  Florida
Owned by: the Company


ABLE TELCOM C.A.
Jurisdiction of incorporation or organization:  Venezuela
Owned by:  80% owned by the Company

SEIMA TELECOMUNICACOES LTDA.
Jurisdiction of incorporation or organization:  Brazil
Owned by:  75% owned by the Company

NEUROTECHNOLOGY, INC.
Jurisdiction of incorporation or organization:  Florida
Owned by:  Communications Development Group, Inc.

TELECOMUNICATIONS TECHNOLOGIES INC., TTH, C.A.
Jurisdiction of incorporation or organization:  Venezuela
Owned by:  80% owned by the Company

ABLE TELCOM DO BRASIL EMPREENDIMENTOS E PARTICIPACOES LTDA
Jurisdiction of incorporation or organization:  Brazil
Owned by:  99% owned by the Company

INVERSIONES ABLE TELCOM HOLDING CORPORATION S.A.
Jurisdiction of incorporation or organization:  Chile
Owned by:  the Company


<PAGE>


                                   EXHIBIT "E"
                                     FORM OF
                              REVOLVING CREDIT NOTE


________________, 1998                                     $ __________________
                                                  ___________, ________________

     FOR VALUE RECEIVED, the undersigned, ABLE TELCOM HOLDING CORP., a Florida
corporation (the "Borrower"), promises to pay to the order of ____________, a
_________________, (the "Bank") at __________________ ___________________, the
principal office of the Bank at or at such other place as the holder hereof may
designate by notice in writing to Borrower, in immediately available funds in
lawful money of the United States of America, on the sooner of (i) the
Termination Date (as defined in the Agreement hereinafter described), or (ii)
acceleration of this indebtedness as hereinafter provided, the lesser of (i) the
principal sum of _______________ ($____________) or (ii) so much thereof as
shall have been from time to time disbursed hereunder by the Bank in accordance
with that certain Senior Secured Revolving Credit Agreement dated as of
________________, 1998 (as amended, modified or supplemented, the "Agreement")
by and among the Borrower, the Bank, and the other Lenders which are parties
thereto from time to time, and not theretofore repaid as reflected on the
records of the Administrative Agent.

     In addition to principal, Borrower agrees to pay interest on the principal
amounts disbursed hereunder from time to time from the date of each disbursement
until paid at such simple rates of interest per annum and upon such dates as
provided for in the Agreement. Interest shall accrue on the outstanding
principal balance from the date hereof up to and through the date on which all
principal and interest hereunder is paid in full, and shall be computed on the
basis provided in the Agreement. Such interest is to be paid to the
Administrative Agent as provided in the Agreement.

     This Revolving Credit Note ("Note") evidences a loan incurred pursuant to
the terms and conditions of the Agreement to which reference is hereby made for
a full and complete description of such terms and conditions. All capitalized
terms used in this Note shall have the same meanings as set forth in the
Agreement.

     Upon the occurrence of an Event of Default, Bank shall have a right of
set-off against any deposit balances of Borrower in the possession of the Bank
and the Bank may apply the same against payment of this Note or any other
indebtedness of Borrower to the Bank. The payment of any indebtedness evidenced
by this Note prior to the Termination Date or demand shall not affect the
enforceability of this Note as to any future, different or other indebtedness
incurred hereunder by the Borrower. In the event the indebtedness evidenced by
this Note is collected by legal action or through an attorney-at-law, the Bank
shall be entitled to recover from Borrower all costs of collection, including,
without limitation, reasonable attorneys' fees if collected by or through an
attorney-at-law.


<PAGE>


     Borrower acknowledges that the actual crediting of the amount of any
disbursement under the Agreement to an account of Borrower shall, in the absence
of manifest error, constitute presumptive evidence of such disbursement and
that such advance was made and borrowed under the Agreement. Such account
records shall constitute, in the absence of manifest error, presumptive evidence
of principal amounts outstanding and the payments made under the Agreement at
any time and from time to time, provided that the failure of Bank or any holder
hereof to record in such account the type or amount of any advance shall not
affect the obligation of the undersigned to repay such amount together with
interest thereon in accordance with this Note and the Agreement.

     Upon the existence or occurrence of any Event of Default as defined in the
Agreement, the principal and all accrued interest hereof shall automatically
become, or may be declared, due and payable in the manner and with the effect
provided in the Agreement.

     Prepayment of the Note in part or in whole is permitted subject to the
conditions set forth in the Agreement.

     Failure or forbearance of Bank to exercise any right hereunder, or
otherwise granted by the Agreement or by law, shall not affect or release the
liability of Borrower hereunder, and shall not constitute a waiver of such right
unless so stated by Bank in writing. This Note shall be deemed to be made under,
and shall be construed in accordance with and governed by, the laws of the State
of Florida. Time is of the essence of this Note.

     PRESENTMENT FOR PAYMENT, NOTICE OF DISHONOR AND PROTEST ARE HEREBY WAIVED.

     THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW (WITHOUT
GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF) OF THE STATE OF
FLORIDA.

     ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT, OR ANY
OTHER CREDIT DOCUMENT MAY BE BROUGHT IN THE CIRCUIT COURT OF PALM BEACH COUNTY,
FLORIDA, OR ANY OTHER COURT OF THE STATE OF FLORIDA OR OF THE UNITED STATES OF
AMERICA FOR THE SOUTHERN DISTRICT OF FLORIDA, AND, BY EXECUTION AND DELIVERY OF
THIS AGREEMENT, BORROWER HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID
COURTS.

     TO THE EXTENT THAT ANY AGENT OR LENDER OBTAINS ANY JUDGMENT AGAINST
BORROWER UNDER ANY CREDIT DOCUMENT, BORROWER DOES HEREBY AGREE THAT SUCH
JUDGMENT SHALL BE ENTITLED TO "FULL FAITH AND CREDIT" WITH THE SAME FORCE AND


                                      -2-


<PAGE>


EFFECT AS IF SUCH JUDGMENT WAS RENDERED AGAINST THE BORROWER BY A COURT OR OTHER
TRIBUNAL LOCATED IN THE DOMICILE OF THE BORROWER, IF DIFFERENT FROM THAT IN
WHICH SUCH JUDGMENT IS RENDERED. BORROWER HEREBY AGREES TO THE VALIDITY AND
ENFORCEABILITY OF ANY SUCH JUDGMENT AND SHALL NOT SEEK TO CHALLENGE OR "GO
BEHIND" THE FACE OF SUCH JUDGMENT.

     TO THE EXTENT PERMITTED BY APPLICABLE LAW, BORROWER HEREBY KNOWINGLY,
VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN
ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN CONNECTION WITH ANY
CREDIT DOCUMENT OR ANY MATTER ARISING IN CONNECTION HEREUNDER OR THEREUNDER.
THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDERS TO EXTEND CREDIT TO OR
OTHERWISE BECOME OR REMAIN A CREDITOR OF THE BORROWER. FURTHER, BORROWER HEREBY
CERTIFIES THAT NO REPRESENTATIVE OF THE AGENTS OR LENDERS NOR ANY COUNSEL FOR
THE AGENTS OR LENDERS HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE AGENTS
OR LENDERS WOULD NOT, IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS
WAIVER OF RIGHT OF JURY TRIAL PROVISION. NO REPRESENTATIVE OF THE AGENTS OR
LENDERS NOR COUNSEL FOR TITLE AGENTS OR LENDERS HAS THE AUTHORITY TO WAIVE,
CONDITION OR MODIFY THIS PROVISION.

     BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF
THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF
COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO BORROWER AT
ITS SAID ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING.
BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION,
ANY OBJECTION IT MAY HAVE TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF
FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY
ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS IN RESPECT OF THIS
AGREEMENT OR ANY OTHER CREDIT DOCUMENT.


                                      -3-


<PAGE>


NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE AGENT, ANY LENDER, ANY HOLDER OF A
NOTE OR ANY CREDIT PARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW
OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST BORROWER IN ANY
OTHER JURISDICTION.

     Executed under hand and seal of the Borrower as of the day and year first
above written on this ________________ day of _______________, 1998.

                                   ABLE TELCOM HOLDING CORP.

                                   By:____________________________

                                   Name:__________________________

                                   Title:_________________________


                                ACKNOWLEDGEMENT


STATE OF ___________)
COUNTY OF __________)


     On this the day______ of ________, 1998, personally appeared the of Able
Telcom Holding Corp., a Florida corporation, and before me, executed this
Revolving Credit Note in the principal amount of ______________ ($____________),
payable to ____________________________.

     IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

                                _________________________________________
                                Signature of Notary Public, State of __________

                                __________________________________________
                                (Print, Type or Stamp Commissioned Name of
                                Notary Public) Personally known _; OR Produced
                                identification _____________
                                Type of identification produced:

                                __________________________________________
                                (Notary Seal)


                                      -4-


<PAGE>


                                    EXHIBIT F

                                     FORM OF
                               SECURITY AGREEMENT


     THIS SECURITY AGREEMENT (the "Security Agreement") made and entered into
this _________ day of __________________, 1998 by and among:

     ABLE TELCOM HOLDING CORP., a Florida corporation, 1601 Forum Place, Suite
     1110, West Palm Beach, Florida 33401 (hereinafter referred to as the
     "Borrower") and TELECOMMUNICATION SERVICES GROUP, INC., a Florida
     corporation, ABLE INTEGRATED SYSTEMS, INC., a Florida corporation, ABLE
     COMMUNICATION SERVICES, INC., a Florida corporation, H.C. CONNELL, INC., a
     Florida corporation, DIAL COMMUNICATIONS, INC., a Florida corporation,
     TRAFFIC MANAGEMENT GROUP, INC., a Florida corporation, TRANSPORTATION
     SAFETY CONTRACTORS, INC., a Florida corporation, TRANSPORTATION SAFETY
     CONTRACTORS OF VIRGINIA, INC., a Virginia corporation, GEORGIA ELECTRIC
     COMPANY, a Georgia corporation, COMMUNICATIONS DEVELOPMENT GROUP, INC., a
     Florida corporation, and ABLE WIRELESS, INC., a Florida corporation
     (hereinafter individually referred to as a "Subsidiary," and collectively
     referred to as the "Subsidiaries"),

                                       and

     SUNTRUST BANK, SOUTH FLORIDA, NATIONAL ASSOCIATION, a national banking
     association, (the "Administrative Agent"), individually and in its
     capacity as agent for banks and other lending institutions parties to the
     Loan Agreement (as hereinafter defined), and BANK OF AMERICA, FSB,
     individually and as Syndication Agent (the "Syndication Agent"), and each
     assignee thereof becoming a "Lender" as provided therein (hereinafter
     individually referred to as a Lender and collectively referred to the
     "Lenders").

                              W I T N E S S E T H:

     WHEREAS, the Borrower, the Lenders and the other banks signatories thereto
from time to time, and the Administrative Agent, individually and as agent, are
parties to a Senior Secured Revolving Credit Agreement, dated as of
__________________, 1998 (as hereinafter amended,


<PAGE>


modified or supplemented, the "Loan Agreement"); and except as otherwise defined
herein, terms used herein and defined in the Loan Agreement shall be used herein
as so defined therein;

     WHEREAS, it is a condition precedent to the extension of credit under the
Loan Agreement that the Borrower and the Subsidiaries grant to the
Administrative Agent an enforceable and perfected security interest in certain
collateral as hereinafter set forth.

     NOW, THEREFORE, the Borrower and the Subsidiaries agree with the
Administrative Agent and the Lenders as follows:

     1. DEFINITIONS. As used in this Security Agreement, the following terms
and conditions shall have the meanings set forth below:

     "ACCOUNT DEBTOR" shall mean any person who is obligated on an Account or
Chattel Paper.

     "LIABILITIES" shall mean any and all of the following:

     (a) Principal and interest and all other monies due or to become due under
the Promissory Notes, including any extensions or renewals thereof.

     (b) Any and all other liabilities or obligations, primary, secondary,
direct, contingent, sole, joint or several, due or to become due, or which may
be hereafter contracted or acquired of the Borrower to the Administrative Agent
and the Lenders under or pursuant to the Credit Documents including, but not
limited to, any and all loans or other advances, whether obligatory or
otherwise, which the Administrative Agent, on behalf of the Lenders, may, but is
not obligated to, make to the Borrower at any time in the future.

     (c) All other monies (in addition to principal and interest) due or to
become due the Administrative Agent or any Lender from the Borrower including,
but not limited to, all costs and expenses including attorney's fees which the
Administrative Agent or any Lender is entitled or permitted for any reason
whatsoever to recover under any statute, promissory note or agreement, including
but not limited to, this Security Agreement and the Promissory Notes. As used
herein and elsewhere in this Security Agreement, costs and expenses, including
attorney's fees, shall include costs and expenses incurred by the Administrative
Agent or any Lender in proceeding against the Collateral or against the Borrower
or any Subsidiary and shall include costs and expenses, including attorney's
fees, which the Administrative Agent or any Lender may incur or become liable
for as a result of enforcing any of its rights and privileges under this
Security Agreement, whether in any initial suit or an appeal therefrom.

     (d) Any future advances that the Administrative Agent, on behalf of the
Lenders, may make to the Borrower, under or pursuant to the Credit Documents
whether discretionary or obligatory, provided, however, that Administrative
Agent shall be under no duty whatsoever by virtue of this Security Agreement to
make any such future advances whatsoever to the Borrower. In the event the
Administrative Agent subsequent to the date of this Security


                                      -2-


<PAGE>


Agreement makes any advances to the Borrower, said advances shall conclusively
be deemed to be and shall be future advances under this subparagraph and within
the definition of Liabilities as defined herein.

     "LICENSES" shall mean any license agreement under which the Borrower or any
Subsidiary is or becomes licensed to use a patent or trademark and any license
agreement under which the Borrower or any Subsidiary shall license any third
party to use any Patent or Trademark of the Borrower or any Subsidiary.

     "PLACES OF BUSINESS" shall mean any location at which the Borrower or any
Subsidiary conducts its business, including, but not limiting to, the storage of
Inventory, all of which are set forth in Exhibit "A" attached hereto.

     "PROCEEDS" shall mean all cash and non-cash proceeds received upon the
sale, exchange, collection or other disposition of the Collateral, including but
not limited to insurance payable by reason of loss or damage to Collateral;
PROVIDED, HOWEVER, that nothing in this definition shall in and of itself be
construed to grant the Borrower or any Subsidiary any authority whatsoever to
sell or otherwise dispose of the Collateral.

     "PROMISSORY NOTES" shall mean, collectively, those certain Revolving Credit
Notes executed by the Borrower in favor of the Lenders dated April 6, 1998 in
the aggregate face amount of $25,000,000.00 and any and all amendments,
supplements, renewals, increases or replacements thereof.

     "TRADEMARKS" shall mean trademarks, service marks, trademark registrations,
trade names and trademark and trade name registrations and applications (whether
state or federal), and renewals thereof, and all income royalties, damages and
payments now and hereafter due and/or payable under all trademarks and trademark
applications, including, without limitation, damages and payments for past or
future infringements thereof.

     "UCC" shall mean the Florida Uniform Commercial Code as set forth in
Chapters 671 through 680, Florida Statutes, as the same may be amended from time
to time.

Other capitalized terms not otherwise defined herein or elsewhere in this
Security Agreement shall have the meanings set forth in the Loan Agreement.

     2. COLLATERAL. As used in this Security Agreement, the term "Collateral"
shall mean

     (a) the property described in subparagraphs (a) and (b) of the definition
of Collateral in the Loan Agreement;

     (b) to the extent not encumbered above, all of the right, title and
interest of the Borrower and each Subsidiary, whether now owned or hereinafter
acquired, in and to the goods or other property represented by or securing the
Accounts, Chattel Paper and Instruments;


                                      -3-


<PAGE>


     (c) all rights of the Borrower and each Subsidiary as an unpaid lien or,
including stoppage in transit, replevin and reclamation;

     (d) all monies, bank accounts, balances, credits, deposits collections,
drafts, bills, notes, securities, and other property of every kind and nature
(whether tangible or intangible) now owned or hereafter acquired by the Borrower
and each Subsidiary and at any time in that actual or constructive possession of
(or in transit to) the Administrative Agent or the Syndication Agent or their
correspondents or agents in any capacity or for any purpose;

     (e) all, books, records, ledger cards and other property relating to (a)
through (d) above, including computer programs, tapes and related software; and

     (f) all Proceeds and products of (a) through (e) above.

     3. GRANT OF SECURITY INTEREST. To secure the payment of all Liabilities to
the Administrative Agent and the Lenders, the Borrower and the Subsidiaries do
hereby each grant to the Administrative Agent a security interest in each and
all of the Collateral.

     4. REPRESENTATIONS, WARRANTIES AND COVENANTS. The Borrower and the
Subsidiaries do hereby represent and warrant to and covenant with the
Administrative Agent and the Lenders as follows:

     (a) That the Borrower and each of the Subsidiaries is the absolute owner of
the Collateral free and clear of all liens and security interests whatsoever
except for (i) the security interest granted the Administrative Agent by this
Security Agreement, and (ii) the Permitted Liens.

     (b) That the Collateral will be used solely for business purposes.

     (c) That the Collateral will be kept at the address for the Borrower and
each Subsidiary as set forth at the beginning of this Security Agreement, or at
the other Places of Business of the Borrower and each Subsidiary, and that
except in the ordinary course of business or as otherwise provided under the
Loan Agreement neither the Borrower nor any Subsidiary shall remove the
Collateral from said location without the prior written consent of the
Administrative Agent and the Required Lenders.

     (d) That except for Permitted Liens the Borrower and each Subsidiary will
defend the Collateral against the claims and demands of all persons at any time
claiming the same or any interest therein.

     (e) That by virtue of a Security Agreement and the perfection of said
security interest in accordance with the provisions of paragraph 7 hereof, the
Administrative Agent has a valid, enforceable, perfected and first security
interest in the Collateral subject only


                                      -4-


<PAGE>


to the Permitted Liens, as they presently exist as of the date of this Security
Agreement or are hereafter incurred.

     (f) That except (i) for the Permitted Liens, and (ii) as otherwise
permitted under the Loan Agreement, neither the Borrower nor any Subsidiary has
granted or shall grant to any person other than the Administrative Agent a
security interest in or other interest or claim in the Collateral.

     (g) That except (i) for financing statements to perfect the Permitted
Liens, and as otherwise permitted under the Loan Agreement, there is not now and
will not be filed in the future in any jurisdiction, any financing statement
listing any person other than the Administrative Agent and the Lenders as a
secured party covering any or all of the Collateral.

     (h) That neither the Borrower nor any Subsidiary will:

         (i) permit any liens, security interests, or other encumbrances of any
     nature whatsoever, other than (A) the Permitted Liens, (B) any security
     interest in favor of the Administrative Agent, and (C) as expressly
     permitted in the Loan Agreement to attach to any of the Collateral; or

         (ii) permit any of the Collateral to be levied upon under legal
     process, or permit anything to be done that may impair the value of any of
     the Collateral or the security intended to be afforded by this Security
     Agreement.

     (i) That the parties intend that none of the Collateral shall become
fixtures and the Borrower and each Subsidiary shall take such actions as may be
reasonable and necessary to prevent the Collateral from becoming a fixture (and
it is expressly covenanted, warranted and agreed that the Collateral, and any
part thereof, whether affixed to any realty or not, shall be and remain personal
property), or to become an accession to other goods or property.

     (j) That neither the Borrower nor any Subsidiary will sell, transfer, lease
or otherwise dispose of any of the Collateral or any interest therein or offer
to do so without the prior written consent of the Administrative Agent and the
Required Lenders provided, however, that as long as the Borrower or such
Subsidiary is not in default under this Security Agreement, it may (i) sell its
Inventory in the normal and ordinary course of its business (ii) replace its
Equipment due to depreciation and obsolescence and (iii) sell Collateral so long
as the proceeds are used to acquire replacement property of equal value which
comprises Collateral subject to the Security Interest.

     (k) That neither the Borrower nor any Subsidiary will use the Collateral or
permit the Collateral to be used in violation of any statute or ordinance, the
result of which could have a Material Adverse Affect and the Borrower and each
Subsidiary shall further comply with all statutes, regulations and ordinances
applicable to the use or its ownership of the Collateral and to its business
except as otherwise provided in the Loan Agreement.


                                      -5-


<PAGE>


     (l) That the Borrower and each Subsidiary will pay promptly when due all
taxes and assessments upon the Collateral or for its use or operation or upon
any note or notes or other writing evidencing the Liabilities, or any of them
except, in each case, the validity and amount of which is being contested in
good faith by appropriate proceedings and adequate reserves are maintained with
respect thereto.

     (m) That during the term of this Security Agreement, the Borrower and each
Subsidiary shall (i) cause to be maintained on the Collateral hazard insurance
in the manner required under the Loan Agreement, (ii) cause the Administrative
Agent to be noted as a loss payee under said policies of insurance, and (iii)
promptly deliver to the Administrative Agent said policy of insurance along with
a certificate reflecting the Administrative Agent as a loss payee and providing
for not less than thirty (30) days notice to the Administrative Agent prior to
expiration or cancellation of same, and the Administrative Agent shall be
entitled to retain in its possession said policies or certificates.

     (n) That at its option, the Administrative Agent may discharge taxes,
liens, security interests or encumbrances at any time levied upon or placed on
the Collateral, including, but not limited to, any Permitted Liens, may pay for
insurance on the Collateral, and may pay for the maintenance and preservation of
the Collateral provided, however, the Administrative Agent shall be under no
duty or obligation to do so. The Borrower and each Subsidiary agrees to
immediately reimburse the Administrative Agent on demand for any such payments
made or any expenses incurred by the Administrative Agent together with interest
at the Default Rate specified in the Loan Agreement.

     (o) That the Borrower's principal Place of Business is the address
specified in the preamble to this Security Agreement and it will promptly give
the Administrative Agent written notice of any change thereof, provided,
however, that said principal Place of Business may not be removed from the
County where the Borrower is now located without the prior written consent of
the Administrative Agent and the Required Lenders and the delivery to the
Administrative Agent of such additional documents as may be required by the
Administrative Agent and the Required Lenders to continue the perfection of the
Security Interests granted hereunder. The Borrower further represents and
warrants that all of its business records, including those pertaining to the
Collateral owned by it, shall be kept at the above stated address. The
Administrative Agent shall have the right at all times to review, examine and
make abstracts from said business records.

     (p) That each Subsidiary's principal Place of Business is at the address
specified in Exhibit "A" attached to this Security Agreement and it will
promptly give the Administrative Agent written notice of any change thereof,
provided, however, that said principal place of business may not he removed from
the County where the Subsidiary is now located without thirty (30) days prior
written notice to the Administrative Agent and the Required Lenders and the
delivery to the Administrative Agent and the Required Lenders of such additional
documents as may be required by the Administrative Agent and the Required
Lenders to continue the perfection of the Security Interest granted hereunder.
Each Subsidiary further


                                      -6-


<PAGE>


represents and warrants that all of its business records, including those
pertaining to all the Collateral owned by it, shall be kept at the above stated
address. The Administrative Agent shall have the right at all times to review,
examine and make abstracts from said business records.

     (q) That until the occurrence of an Event of Default, the Administrative
Agent shall have the right at all times upon reasonable notice and during
normal business hours to inspect and examine the Collateral and to make
schedules and listings thereof.

     (r) That upon the occurrence of an Event of Default and thereafter until
such time as the Administrative Agent and the Required Lenders have consented in
writing to the cure thereof, the Administrative Agent shall have the right at
all times to inspect and examine the Collateral and to make schedules and
listings thereof.

     (s) That the Borrower and the Subsidiaries will maintain the Collateral
in good condition and repair, ordinary wear and tear excepted, and shall
undertake and perform such other functions as may be necessary to keep and
maintain the Collateral in good condition and repair, ordinary wear and tear
excepted.

     (t) That the Borrower and the Subsidiaries, as the case may be, shall at
all times pay and keep current all Permitted Debt secured by Permitted Liens and
shall not default thereunder.

All of the foregoing representations, warranties and covenants shall be
true and correct throughout the term of this Security Agreement and shall be
fulfilled and maintained by the Borrower and each Subsidiary throughout the term
hereof.

     5. DEFAULT. The occurrence of one or more of the following events shall
constitute a default in this Security Agreement:

     (a) The occurrence of an Event of Default by Borrower under the Loan
Agreement.

     (b) The failure of the Borrower or any Subsidiary to keep, observe or
perform any term or condition of this Security Agreement required hereunder to
be kept, observed or performed by the Borrower or such Subsidiary.

     (c) The making or furnishing by the Borrower or any Subsidiary to the
Administrative Agent of any representation, warranty or covenant in connection
with this Security Agreement which is false in any material respect.

     (d) The occurrence of a default or Event of Default by Borrower or any
Subsidiary under any other Credit Document.

A default under this Security Agreement shall constitute a default under
the terms and conditions of all promissory notes then existing and executed by
the Borrower in favor of the

                                      -7-


<PAGE>


Administrative Agent and the Lenders and shall also be and constitute a
default under all promissory notes and other agreements then existing and which
evidence in any way any Liability to the Administrative Agent and the Lenders
including, but not limited to, any other loan documents or loan agreement
between the Borrower and the Administrative Agent and/or the Lenders.

     6. RIGHTS UPON DEFAULT. Upon the occurrence and during the continuance of
any Event of Default, the Administrative Agent shall have and may exercise any
or all of the following lights (subject to the provisions of the UCC and other
applicable law):

         (a) To declare the Liabilities, or any of them (notwithstanding any
provision thereof), immediately due and payable without demand or notice of any
kind and the same thereupon shall immediately become due and payable without
demand or notice, and from and after the date of default the amount due on the
Liabilities shall from and thereafter bear interest at the Default Rate.

         (b) To exercise from time to time any and all rights and remedies of a
secured party under the UCC and any and all rights and remedies available to it
under any other applicable law.

         (c) To request the Borrower and each Subsidiary to assemble at its
expense the Collateral and make it available to the Administrative Agent at a
reasonably convenient place designated by the Administrative Agent and, upon
making of said request, the Borrower and each Subsidiary shall promptly comply
with said request.

         (d) To give notice to and make demand upon all Account Debtors to make
payments directly to the Administrative Agent on all Accounts.

         (e) To seize and take possession of the Collateral and dispose of same
under the UCC and, in such case, if any notice is required under applicable law
the giving of five (5) days written notice to the Borrower or any Subsidiary, as
the case may be, at its address set forth herein shall constitute reasonable
notice to same. If either the Borrower or any Subsidiary wishes to change its
address at which said notice is to be given, the burden shall be upon the
Borrower or such Subsidiary to so notify the Administrative Agent in writing and
unless and until said notice is given, all notices sent to the Borrower or to
such Subsidiary at the address set forth herein shall be effective and valid
notice. If an Event of Default shall have occurred, the Borrower and each
Subsidiary expressly authorize the Administrative Agent to enter upon all
property owned by the Borrower or such Subsidiary for the purpose of taking into
custody and seizing any and all of the Collateral. In the event of repossession
of any or all of the Collateral, the Borrower and each Subsidiary authorizes the
Administrative Agent to take into his possession any personal property found in
or on the Collateral and to hold the same until claimed by the Borrower or such
Subsidiary and in the event such personal property is not claimed within a
reasonable time (not greater than five (5) days) by the Borrower or by such
Subsidiary, the Administrative Agent may dispose of such other personal property
in the same manner as the Collateral is disposed of and to apply the proceeds
resulting therefrom to the Liabilities.


                                      -8-


<PAGE>


         (f) To immediately offset against the Liabilities all other monies due
or to become due the borrower or any Subsidiary from the Administrative Agent or
any Lender, whether said monies are due or are to become due under this Security
Agreement, or any other relationship whatsoever between the Borrower and any
Subsidiary.

         (g) To exercise such other remedies as are provided in any other Credit
Document or under applicable law.

All proceeds resulting from the disposition of any of the Collateral or
the exercise by the Administrative Agent or any Lender of any of its rights
under this Security Agreement shall be applied without any marshaling of assets
(i) first to the expenses of retaking and preparing the Collateral for sale
including expenses of sale, (ii) next to other costs and reasonable attorneys'
fees incurred by the Administrative Agent in exercising its rights under this
Security Agreement, (iii) next to the payment of interest and/or principal due
on the Liabilities and obligations other than the Hedging Agreements, as the
Administrative Agent may determine, (iv) next to the payment of interest,
principal or other amounts due under the Hedging Agreements, (v) next to
establish a cash collateral account to secure any obligation of the Borrower to
reimburse the Administrative Agent in the event any Letter of Credit is then
outstanding to any extent, which amount shall be equal to the undrawn amount of
the Letter of Credit and (vi) finally to any other moneys due the Administrative
Agent or any Lender from the Borrower. Should any deficiency result after
disposition of the Collateral, the Credit Parties shall remain liable therefor.

     7. PERFECTION. In order to perfect the security interest in the Collateral
granted to the Administrative Agent by the Borrower and the Subsidiaries
hereunder, the Borrower and each Subsidiary agree to execute and deliver to the
Administrative Agent any and all documents which are, in the opinion of the
Administrative Agent or its counsel, necessary so as to perfect said security
interest including, but not limited to, execution of appropriate UCC-1 financing
statements to be filed with the Florida Secretary of State and with the
appropriate filing officer in such other jurisdictions where any of the
Collateral is or may be located.

     The Borrower and each Subsidiary further authorize the Administrative
Agent, to the extent the Borrower or a Subsidiary has failed to do so
immediately after request by the Administrative Agent, to file, in jurisdictions
where this authorization will be given effect, financing statements signed only
by the Administrative Agent describing the Collateral in the same manner as it
is described herein, and, from time to time, at the request of the
Administrative Agent, the Borrower and each Subsidiary will execute one or more
financing statements and such other documents (and pay the cost of filing and
recording same in all public offices deemed reasonably necessary or desirable by
the Administrative Agent) and do such other acts and things, all as the
Administrative Agent and the Lenders may reasonably request to establish and
maintain a valid, enforceable and perfected security interest in the Collateral
(free of all other liens and claims whatsoever except for the Permitted Liens)
to secure payment of the Liabilities including, without limitation, the deposit
with the Administrative Agent of any certificate of title applicable to any of
the Collateral and notation thereon of the security interest hereunder along
with any necessary documents including notices of liens. At the request of the
Administrative


                                      -9-


<PAGE>


Agent, this Security Agreement executed by the Borrower and each of the
Subsidiaries, or a photocopy thereof, shall be deemed to be a financing
statement authorized to be filed in such jurisdictions where such filing will be
given effect.

     The Borrower shall pay all costs of filing any financing statement and all
other costs of perfecting the security interest granted hereunder.

     8. OTHER DOCUMENTS. During the term of this Security Agreement, the
Borrower and each Subsidiary agrees to execute any and all other documents which
are, in the opinion of the Administrative Agent or its counsel, necessary to
carry out the terms and conditions of this Security Agreement including the
granting of a perfected, valid and enforceable security interest in the
Collateral to the Administrative Agent.

     9. NOTICE. All notices under this Security Agreement shall be given and be
effective in the manner specified in the Loan Agreement.

     10. POWER OF ATTORNEY. The Borrower and the Subsidiaries do hereby appoint
the Administrative Agent as their attorney-in-fact to execute any and all
documents which the Borrower or the Subsidiaries are required to execute under
the Security Agreement including, but not limited to, all financing statements
and other documents which the Borrower or the Subsidiaries are obligated to
execute and deliver under the provisions of paragraph 7 hereof, and the Borrower
and the Subsidiaries further appoint the Administrative Agent as their
attorney-in-fact to endorse in their names all checks, drafts and other
instruments representing or constituting payments made on the Collateral and
which are made or delivered to the Administrative Agent in accordance with this
Security Agreement. The power of attorney granted herein shall be irrevocable
until such time as the Liabilities have been paid in full and the Lenders have
no other obligations whatsoever to make any Loans or Advances under the Loan
Agreement and shall be deemed coupled with an interest.

     11. TERM. This Security Agreement and the rights and privileges granted
hereunder to the Administrative Agent shall continue and remain in full force
and effect until (i) all Liabilities have been paid in full, (ii) the Borrower
has no further right to obtain any Advances or other disbursements from the
Administrative Agent or the Lenders, (iii) all Obligations have been paid, and
(iv) the Lenders have no further obligations to make any further Loans or
Advances under the Loan Agreement. At such time as all of the foregoing
conditions have been met, the Administrative Agent shall execute and deliver to
the Borrower a termination statement in regard to any financing statement that
relates to the Collateral and take such other actions as shall be reasonably
necessary to reflect the termination of the Administrative Agent's Liens. Until
all the conditions set forth above regarding the term of this Security Agreement
have been met, this Security Agreement shall continue to secure all Liabilities.

     12. TIME. Time is of the essence of this Security Agreement.

     13. WAIVER. No waiver by the Administrative Agent of any default shall
operate as o waiver of any other default or of the same default on a future
occasion. No delay or omission


                                      -10-


<PAGE>


on the part of the Administrative Agent in exercising any right or remedy
shall operate as a waiver thereof, and no single or partial exercise by the
Administrative Agent of any right or remedy shall include any other or further
exercise thereof or the exercise of any other right or remedy. To the extent
permitted by law, the Borrower and the Subsidiaries further waive all notices
whatsoever that the Borrower and the Subsidiaries may be entitled to under any
contract or statute including presentiment, notice of dishonor, protest or
notice of protest.

     14. MISCELLANEOUS. The provisions of this Security Agreement are cumulative
and are in addition to the provisions of the other Loan Documents and the
Administrative Agent and the Lenders shall have all the benefits, rights and
remedies afforded by such other Loan Documents. If more than one party shall
execute this Security Agreement, the terms "Borrower," "Subsidiary," and
"Subsidiaries" will mean all parties signing this Security Agreement and each of
them, and all such parties shall be jointly and severally obligated and liable
hereunder. The singular pronoun, when used herein, shall include masculine and
feminine. All rights of Administrative Agent hereunder shall inure to the
benefit of its successors and assigns and all duties or obligations of the
Administrative Agent shall bind its successors and assigns and all duties or
obligations of the Borrower and the Subsidiaries hereunder shall bind the heirs,
executors, administrators, successors and assigns of the Borrower and each
Subsidiary.

     15. GOVERNING LAW. This Security Agreement has been delivered in the State
of Florida and shall be construed in accordance with and governed by the laws of
Florida.

     16. SEVERABILITY. Whenever possible, each provision of this Security
Agreement shall be interpreted in such a manner as to be effective and valid
under applicable law, but if any provision of this Security Agreement shall
be prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity without invalidating
the remainder of such provision or the remaining provisions of this Security
Agreement.

     17. DOCUMENTARY STAMPS. The Borrower shall pay all documentary stamps,
intangible tax, and other taxes and penalties due on any notes evidencing any of
the Liabilities and the Borrower further agrees to indemnify and hold
Administrative Agent and the Lenders harmless from and against any and all such
documentary stamps, intangible taxes and penalties.

     18. NO THIRD PARTY BENEFICIARIES. It is the intent and understanding of the
Borrower, the Subsidiaries, and the Administrative Agent that this Security
Agreement is solely between them and for their benefit and, accordingly, no
party other than the Borrower, the Subsidiaries, the Administrative Agent and
the Lenders shall have any rights or privileges under this Security Agreement
either as third party beneficiaries or otherwise.

     19. COSTS AND ATTORNEYS FEES. In the event of any default under this
Security Agreement or the exercise by the Administrative Agent of any of its
rights hereunder, the Borrower shall promptly pay to the Administrative Agent
all such out-of-pocket costs and expenses, including reasonable attorneys fees
as shall be incurred by the Administrative Agent. All such costs and expenses,
including reasonable attorneys fees, shall further be deemed to be


                                      -11-


<PAGE>

within the term "Liability" and secured by the Collateral. As used in this
Security Agreement, costs and attorneys fees shall mean costs and attorneys fees
incurred in any suit, including any appeal therefrom in any bankruptcy
proceeding. Thus, any said expenses incurred by the Administrative Agent in
asserting or protecting any of its rights under this Security Agreement or any
other Credit Document shall be within the term "Liability" and secured by the
Collateral.

     20. CONSTRUCTION OF SECURITY AGREEMENT. In the event it becomes necessary
to interpret or construe the terms and conditions of this Security Agreement, no
preference or weight shall be given to who prepared or drafted this Security
Agreement as it is the understanding of the parties hereto that both parties had
a full right to negotiate and discuss the preparation and drafting of this
Security Agreement.

     21. GOVERNING LAW; SUBMISSION TO JURISDICTION; FULL FAITH AND CREDIT;
WAIVER OF JURY TRIAL.

          (a) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
     HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW
     (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF) OF THE
     STATE OF FLORIDA.

          (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT, OR
     ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN THE CIRCUIT COURT OF PALM BEACH
     COUNTY, FLORIDA, OR ANY OTHER COURT OF THE STATE OF FLORIDA OR OF THE
     UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF FLORIDA, AND, BY
     EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OBLIGOR HEREBY ACCEPTS FOR
     ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE
     JURISDICTION OF THE AFORESAID COURTS.

          (c) TO THE EXTENT THAT ANY AGENT OR LENDER OBTAINS ANY JUDGMENT
     AGAINST ANY OBLIGOR UNDER ANY CREDIT DOCUMENT, OBLIGORS DO HEREBY AGREE
     THAT SUCH JUDGMENT SHALL BE ENTITLED TO "FULL FAITH AND CREDIT" WITH THE
     SAME FORCE AND EFFECT AS IF SUCH JUDGMENT WAS RENDERED AGAINST THE OBLIGOR
     BY A COURT OR OTHER TRIBUNAL LOCATED IN THE DOMICILE OF THE OBLIGOR, IF
     DIFFERENT FROM THAT IN WHICH SUCH JUDGMENT IS RENDERED. OBLIGORS HEREBY
     AGREE TO THE VALIDITY AND ENFORCEABILITY OF ANY SUCH JUDGMENT AND SHALL NOT
     SEEK TO CHALLENGE OR "GO BEHIND" THE FACE OF SUCH JUDGMENT.

          (d) TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OBLIGOR HEREBY
     KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES ALL RIGHT OF
     TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR
     IN CONNECTION WITH ANY CREDIT DOCUMENT OR ANY MATTER ARISING IN CONNECTION

                                      -12-

<PAGE>

     HEREUNDER OR THEREUNDER. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE
     LENDERS TO EXTEND CREDIT TO OR OTHERWISE BECOME OR REMAIN A CREDITOR OF THE
     BORROWER, FURTHER, OBLIGORS HEREBY CERTIFY THAT NO REPRESENTATIVE OF THE
     AGENTS OR LENDERS NOR ANY COUNSEL FOR THE AGENTS OR LENDERS HAS
     REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE AGENTS OR LENDERS WOULD NOT,
     IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT OF
     JURY TRIAL PROVISION. NO REPRESENTATIVE OF THE AGENTS OR LENDERS NOR
     COUNSEL FOR THE AGENTS OR LENDERS HAS THE AUTHORITY TO WAIVE, CONDITION OR
     MODIFY THIS PROVISION.

          (e) OBLIGORS FURTHER IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS OF
     ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE
     MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID,
     TO EACH OBLIGOR AT ITS SAID ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE 30
     DAYS AFTER SUCH MAILING. OBLIGORS HEREBY IRREVOCABLY WAIVE ANY OBJECTION,
     INCLUDING, WITHOUT LIMITATION, ANY OBJECTION THEY MAY HAVE TO THE LAYING OF
     VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR
     HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH
     RESPECTIVE JURISDICTIONS IN RESPECT OF THIS AGREEMENT OR ANY OTHER CREDIT
     DOCUMENT.

          (f) NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE AGENT, ANY LENDER,
     ANY HOLDER OF A NOTE OR ANY CREDIT PARTY TO SERVE PROCESS IN ANY OTHER
     MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
     PROCEED AGAINST AN OBLIGOR IN ANY OTHER JURISDICTION.

     22. ADDITIONAL SUBSIDIARIES. Upon execution and delivery by any Subsidiary
of the Borrower of an instrument in the form of Exhibit G to the Loan Agreement,
such Subsidiary of the Borrower shall become a Subsidiary hereunder with the
same force and effect as if originally named a Subsidiary herein (each an
"Additional Subsidiary"). The execution and delivery of any such instrument
shall not require the consent of the Borrower or any Subsidiary hereunder. The
rights and obligations of each Subsidiary hereunder shall remain in full force
and effect notwithstanding the addition of any Additional Subsidiary as a party
to this Security Agreement.

     23. COMPLETE AGREEMENT. This Security Agreement constitutes the complete
agreement between the parties in regard to the matters set forth herein and this
Security Agreement may not be altered, amended or otherwise modified except by a
writing signed by the person to be charged by said alteration, amendment or
modification. This requirement that this Security Agreement may not be altered,
amended or modified except by a writing, may not itself be waived except by a
writing.

                                      -13-

<PAGE>

     IN WITNESS WHEREOF, the Borrower and each Subsidiary has executed this
Security Agreement as of the date and year first above written.

                                        BORROWER:

ATTEST                                  ABLE TELCOM HOLDING CORP., a Florida
                                        corporation

________________________________        By: ____________________________________
                                        Print Name: ____________________________
                                        Title: _________________________________

                                        SUBSIDIARIES:

ATTEST                                  TELECOMMUNICATION SERVICES
                                        GROUP, INC., a Florida corporation

________________________________        By: ____________________________________
                                        Print Name: ____________________________
                                        Title: _________________________________

ATTEST                                  ABLE INTEGRATED SYSTEMS, INC., a
                                        Florida corporation

________________________________        By: ____________________________________
                                        Print Name: ____________________________
                                        Title: _________________________________

ATTEST                                  ABLE COMMUNICATION SERVICES, INC.,
                                        a Florida corporation

________________________________        By: ____________________________________
                                        Print Name: ____________________________
                                        Title: _________________________________

                                      -14-

<PAGE>

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

________________________________        By: ____________________________________
                                        Print Name: ____________________________
                                        Title: _________________________________

ATTEST                                  DIAL COMMUNICATIONS, INC., a Florida
                                        corporation

________________________________        By: ____________________________________
                                        Print Name: ____________________________
                                        Title: _________________________________

ATTEST                                  TRAFFIC MANAGEMENT GROUP, INC.,
                                        a Florida corporation

________________________________        By: ____________________________________
                                        Print Name: ____________________________
                                        Title: _________________________________

ATTEST                                  TRANSPORTATION SAFETY
                                        CONTRACTORS, INC., a Florida corporation

________________________________        By: ________________________________ By:
                                        Print Name: ____________________________
                                        Title: _________________________________

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

________________________________        By: ____________________________________
                                        Print Name: ____________________________
                                        Title: _________________________________

                                      -15-

<PAGE>

ATTEST                                  GEORGIA ELECTRIC COMPANY, a Georgia
                                        corporation

________________________________        By: ____________________________________
                                        Print Name: ____________________________
                                        Title: _________________________________

ATTEST                                  COMMUNICATIONS DEVELOPMENT
                                        GROUP, INC., a Florida corporation

________________________________        By: ____________________________________
                                        Print Name: ____________________________
                                        Title: _________________________________

ATTEST                                  ABLE WIRELESS, INC., a Florida
                                        corporation

________________________________        By: ____________________________________
                                        Print Name: ____________________________
                                        Title: _________________________________

                                        LENDERS:

                                        SUNTRUST BANK, CENTRAL FLORIDA,
                                        NATIONAL ASSOCIATION, individually and
                                        as Administrative Agent

                                        By: ____________________________________
                                        ________________________, Vice President

                                        BANK OF AMERICA, FSB, individually and
                                        as Syndication Agent

                                        By: ____________________________________
                                        ________________________, Vice President

                                      -16-

<PAGE>

                                   EXHIBIT A

                               PLACES OF BUSINESS

ADDRESS                                                             LEASED/OWNED

<PAGE>

                                   EXHIBIT G

                                    FORM OF
                        SUPPLEMENT TO SECURITY AGREEMENT

     SUPPLEMENT NO.___ dated as of ____________________, 199__, to the SECURITY
AGREEMENT dated as of April 6, 1998 (the "Security Agreement") by and among
ABLE TELCOM HOLDING CORP., a Florida corporation ("the Borrower"), the parties
listed on Schedule A attached hereto (together with any successors, referred to
herein individually as a "Guarantor" and collectively as "Guarantors") and
SUNTRUST BANK, SOUTH FLORIDA, NATIONAL ASSOCIATION, individually and as
Administrative Agent (the "Administrative Agent"), BANK OF AMERICA, FSB,
individually and as Syndication Agent for the Lenders parties to the Senior
Secured Revolving Credit Agreement dated as of April 6, 1998, among the
Borrower, the Lenders and the Administrative Agent (as amended, modified or
supplemented from time to time, the "Loan Agreement"; capitalized terms used
herein but not otherwise defined herein have the meanings assigned to such terms
in the Loan Agreement or the Security Agreement, as the case may be).

     Guarantors have entered into the Security Agreement in order to induce the
Lenders to make the Loans. Pursuant to Section 7.10 of the Loan Agreement, each
Subsidiary that was not in existence or incorporated on the date thereof is
required to enter into the Security Agreement as a Subsidiary upon becoming a
Subsidiary of the Borrower. Section 22 of the Security Agreement provides that
additional Subsidiaries of the Borrower may become Subsidiaries under the
Security Agreement by execution and delivery of an instrument in the form of
this Supplement. The undersigned ("New Subsidiary") is a Subsidiary of the
Borrower and is executing this Supplement in accordance with the requirements of
the Loan Agreement to become a Subsidiary under the Security Agreement in order
to induce the Lenders to make additional Loans and as consideration for the
Loans previously made.

     Accordingly, Administrative Agent and New Subsidiary agree as follows:

     1. JOINDER TO CONTRIBUTION AGREEMENT. In accordance with Section 22 of the
Security Agreement, New Subsidiary by its signature below becomes a Subsidiary
under the Security Agreement with the same force and effect as if originally
named therein as a Subsidiary, and New Subsidiary hereby agrees to all the
terms and provisions of the Security Agreement applicable to it as a Subsidiary
thereunder. Each reference to a "Subsidiary" in the Security Agreement shall be
deemed to include New Subsidiary. The Security Agreement is hereby incorporated
herein by reference.

     2. ENFORCEABILITY. This Supplement has been duly authorized, executed and
delivered by New Subsidiary and constitutes a legal, valid and binding
obligation of New Subsidiary, enforceable against it in accordance with its
terms, except as the enforceability thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting creditors
rights generally and by general principles of equity (regardless of whether such
enforceability is considered in a proceeding at law or in equity).

<PAGE>

     3. COUNTERPARTS. This Supplement and any amendments, waivers, consents or
supplements may be executed in any number of counterparts and by the different
parties hereto in separate counterparts, each of which when so executed and
delivered shall be deemed an original, but all such Counterparts shall
constitute but one and the same instrument.

     4. EFFECTIVE DATE. This Supplement shall become effective upon the
execution of a counterpart hereof by each of the parties hereto, and written or
telephonic notification of such execution and authorization of delivery thereof
has been received by New Subsidiary and Administrative Agent.

     5. RATIFICATION OF SECURITY AGREEMENT. As expressly supplemented hereby,
the Security Agreement shall remain in full force and effect.

     6. CHOICE OF LAW. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF FLORIDA
WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.

     7. SEVERABILITY. In case any provision in or obligation under this
Supplement shall be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction, shall
not in any way be affected or impaired thereby.

     8. NOTICES. All communications and notices hereunder shall be given and
shall be effective in the manner specified in the Loan Agreement.

     9. FEES AND EXPENSES. New Subsidiary agrees to reimburse Administrative
Agent for its reasonable out-of-pocket expenses in connection with this
Supplement, including the reasonable fees, disbursements and other charges of
counsel for Administrative Agent, whether suit be brought or not, and all
reasonable attorneys'' fees, costs and expenses if an appeal is taken.

     IN WITNESS WHEREOF, New Subsidiary and Administrative Agent have duly
executed this Supplement to Security Agreement as of the day and year first
above written.

                                        NEW SUBSIDIARY:

                                        ________________________________________

                                        By: ____________________________________
                                            Name:
                                            Title:

                                        Address: _______________________________
                                        ________________________________________
                                        ________________________________________

                                      -2-

<PAGE>

                                        AGENT:

                                        SUNTRUST BANK, SOUTH FLORIDA,
                                        NATIONAL ASSOCIATION, AS ADMINISTRATIVE
                                        AGENT

                                        NEW SUBSIDIARY:

                                        ________________________________________

                                        By: ____________________________________
                                            Name:
                                            Title:

                                      -3-

<PAGE>

                                   SCHEDULE A

                                      -4-

<PAGE>

                                  EXHIBIT "H"

                               FORM OF REQUEST FOR
                         EXTENSION OF TERMINATION DATE

SunTrust Bank, South Florida, National Association
222 Lakeview Avenue, Suite 305
West Palm Beach, Florida 33401

ATTN: ________________________

Ladies/Gentlemen:

     We refer to the Senior Secured Revolving Credit Agreement dated as of
____________________, 1998, among ABLE TELCOM HOLDING CORP., a Florida
corporation, as Borrower, SUNTRUST BANK, SOUTH FLORIDA, NATIONAL ASSOCIATION,
individually and as Administrative Agent, and BANK OF AMERICA, FSB, individually
and as Syndication Agent (the "Agreement"). Terms defined in the Agreement are
used herein as therein defined.

     In accordance with the definition of "Termination Date" and the terms of
Section 2.4 of the Agreement, the Borrower hereby requests your consent to
extend the Termination Date for ninety (90) days from _____________, 200__, to
________________, 200__. If such an extension is acceptable to you, please so
indicate by signing in the space below and return this Request to the Borrower.

     The above described extension of the Termination Date shall become
effective when the Borrower shall have received a counterpart hereof signed by
the Administrative Agent.

                                        Very truly yours,

                                        ABLE TELCOM HOLDING CORP.

                                        By: ____________________________________
                                        Name: __________________________________
                                        Title: _________________________________

The undersigned, with the consent of all the Lenders, hereby consents to the
extension of the Termination Date requested above.

SUNTRUST BANK, SOUTH FLORIDA, NATIONAL
ASSOCIATION, AS ADMINISTRATIVE AGENT

By: ____________________________________
Name: __________________________________
Title: _________________________________

<PAGE>

                                    EXHIBIT I

                                     FORM OF
                              CLOSING CERTIFICATE

     Pursuant to Section 5.1 of the Senior Secured Revolving Credit Agreement
dated as of ____________, 1998 (the "Loan Agreement") among ABLE TELCOM HOLDING
CORP., a Florida corporation (the "Borrower"), SUNTRUST BANK, SOUTH FLORIDA,
NATIONAL ASSOCIATION, as Administrative Agent and BANK OF AMERICA, FSB, as
Syndication Agent, and the other Lenders at any time parties thereto, the
undersigned in their respective capacities as officers, directors, or authorized
signatories of the Borrower and each Subsidiary hereby certify to the Lenders
and the Administrative Agent as follows (capitalized terms used herein having
the same meanings as assigned to such terms in the Loan Agreement):

          1. All representations and warranties contained in the Loan Agreement
             are true and correct in all material respects on and as of the date
             hereof.

          2. After giving effect to the Loans to be made to the Borrower
             pursuant to the Loan Agreement on the date hereof, no Default or
             Event of Default has occurred and is continuing and no condition,
             event, act or omission which, with the giving of notice or the
             lapse of time or both, would constitute a Default or Event of
             Default which under the Loan Agreement or any other Credit
             Documents has occurred and is continuing or exists as of the date
             hereof.

          3. As of the date hereof, the Borrower and each Guarantor has complied
             with all its duties and obligations and all of the conditions set
             forth in the Loan Agreement and each of the other Credit Documents
             executed by each of them) in connection with the Loan Agreement).

          4. Except as set forth in Borrower's Quarterly Report on Form 10-Q for
             the fiscal quarter ended January 31, 1998, as filed with the
             Securities and Exchange Commission, a true and complete copy of
             which has been provided to the Administrative Agent, since the date
             of the audited financial statements of the Consolidated Companies
             described in Section 6.3 of the Loan Agreement, there has been no
             change which has had or could reasonably be expected to have a
             Material Adverse Effect.

          5. Except as may be described on Schedule 6.5 of the Loan Agreement,
             no action or proceeding has been instituted or is pending before
             any court or other governmental authority, or, to the knowledge of
             the Borrower, threatened (i) which reasonably could be expected to
             have a Material Adverse Effect, or (ii) seeking to prohibit or
             restrict one or more of the Consolidated Companies' ownership or
             operation of any portion of its businesses or assets, where such
             portion or portions of such businesses or assets, as the case may
             be, constitute a

<PAGE>

             material portion of the total businesses or assets of the
             Consolidated Companies, taken as a whole.

          6. The proceeds of the Loans to be made on the date hereof are being
             used solely for the purposes provided in the Loan Agreement, and
             such Loans and use of proceeds thereof will not contravene, violate
             or conflict with, or involve the Administrative Agent or any Lender
             in a violation of, any law, rule, injunction, or regulation, or
             determination of any court of law or other governmental authority,
             applicable to the Borrower.

          7. The conditions precedent set forth in Sections 5.1 and 5.2 of the
             Loan Agreement have been or will be satisfied (or have been waived
             pursuant to the terms of the Loan Agreement) prior to or
             concurrently with the making of the Loans under the Loan Agreement
             on the date hereof.

          8. The execution, delivery and performance by the Credit Parties of
             the Credit Documents will not violate any Requirement of Law or
             cause a breach or default under any of their respective Contractual
             Obligations.

          9. Each of the Credit Parties has the corporate power and authority to
             make, deliver and perform the Credit Documents to which it is a
             party and has taken all necessary corporate action to authorize the
             execution, delivery and performance of such Credit Documents. No
             consents or authorization of, or filing with, any Person
             (including, without limitation, any governmental authority), is
             required in connection with the execution, delivery or performance
             by any Credit Party, or the validity or enforceability against any
             Credit Party, of the Credit Documents, other than such consents,
             authorizations or filings as have been made or obtained.

     This Certificate executed and delivered on behalf of the Borrower and the
Guarantors this _____ day of April, 1998.

ATTEST                                       ABLE TELCOM HOLDING CORP.,
                                             a Florida corporation

_________________________________            By: _______________________________
Print Name: _____________________            Print Name: _______________________
Title: Secretary                             Title: ____________________________

<PAGE>

                                    EXHIBIT J

                               FORM OF OPINION OF
                               BORROWER'S COUNSEL

                             ________________, 1998

To:  Each of the Lenders parties to the Senior Secured Revolving Credit
     Agreement referenced below, and each assignee thereof that becomes a
     "Lender" as provided therein and SunTrust Bank, South Florida, National
     Association, as Administrative Agent for the Lenders

          Re:  Senior Secured Revolving Credit Agreement dated as of
               _______________, 1998, by and among Able Telcom Holding Corp.,
               SunTrust Bank, South Florida, National Association, individually
               and as Administrative Agent, and Bank of America, FSB,
               individually and as Syndication Agent (the "Agreement")

Ladies and Gentlemen:

     This opinion is furnished pursuant to Section 5.1 of the Agreement.
Capitalized terms used herein which are defined in the Agreement shall have the
respective meanings set forth or referred to in the Agreement unless otherwise
defined herein.

     We have acted as counsel for Able Telcom Holding Corp., a Florida
corporation ("Borrower"), and each of its Subsidiaries shown on EXHIBIT "A"
attached hereto (individually, a "Guarantor" and collectively the "Guarantors"
and collectively, together with Borrower, the "Credit Parties"), in connection
with the preparation, negotiation, execution and delivery of the following
documents (collectively, the "Credit Documents"):

     1. the Agreement
     2. the Revolving Credit Notes
     3. the Security Agreement
     4. the Financing Statements
     5. the Guaranty Agreement
     6. the Contribution Agreement
     7. the Assignments
     8. the Collateral Assignments
     9. the Agreements Not to Encumber; and
    10. the form of the Assignment and Acceptance Agreement.

     In connection with this opinion, we have examined and relied on the
executed originals of the Credit Documents and the following certificates,
instruments and documents relating to the Credit Parties:

<PAGE>

          1. The representations and warranties given by the Credit Parties in
     the Credit Documents and the certificates and other documents delivered by
     the officers of the Credit Parties thereunder;

          2. Articles of Incorporation or Charter of each of the Credit Parties,
     in each case, certified by the Secretary of State of the state of each such
     entity's incorporation;

          3. Certificates of Good Standing and Qualification with respect to
     each of the Credit Parties issued, in each case, by the Secretary of State
     of the state of incorporation and, with respect to Certificates of
     Qualification, all additional states in which any Credit Party is qualified
     to do business;

          4. Copies of the By-Laws of each of the Credit Parties.

          5. Copies of corporate resolutions authorizing the Credit Documents,
     in each case, certified by the Secretary or Assistant Secretary of the
     respective Credit Parties;

          6. The Closing Certificate of the Credit Parties.

     We have also examined the Leases.

     We have also made such investigations of law and fact as we have deemed
necessary as the basis for the opinions expressed herein.

     We have assumed: (i) the genuineness of all signatures (other than those on
behalf of the Credit Parties) on, and authenticity of, all documents submitted
to us as originals and the conformity to original documents of all documents
submitted to us as copies, and (ii) the due authorization, execution and
delivery of all Credit Documents by all parties thereto other than the Credit
Parties.

     Based on the foregoing, and subject to the qualifications hereinafter set
forth, we are of the opinion that:

          1. Each of the Credit Parties (a) is a corporation duly organized,
     validly existing and in good standing under the laws of the state of its
     incorporation, (b) has the corporate power and authority to own and operate
     its property and to conduct its business as now conducted, and (c) is duly
     qualified as a foreign corporation and in good standing under the laws of
     each jurisdiction where the ownership of its property or the conduct of its
     business requires such

                                      -2-

<PAGE>

     qualification and where the failure so to qualify would have a Material
     Adverse Effect.

          2. Each of the Credit Parties has the corporate power and authority to
     make, deliver and perform the Credit Documents to which it is a party and
     has taken all necessary corporate action to authorize the execution,
     delivery and performance of such Credit Documents.

          3. No consent, approval or authorization of, or registration,
     declaration or filing with, any United States, federal, state, local or
     other governmental authority is required in connection with the execution,
     delivery, performance, validity or enforceability of the Credit Documents
     or the use of the proceeds of the Revolving Loans made under the Agreement.

          4. Neither the execution, delivery and performance by each of the
     Credit Parties of the Credit Documents to which it is it party nor the
     consummation of the transactions contemplated therein do not and will not
     4. violate 4. any existing Requirement of Law applicable to such Credit
     Party 4. any provision of its certificate or articles of incorporation or
     its bylaws or, 4. to the best of our knowledge, any provision of any
     existing Contractual Obligation of such Credit Party, and 4. do not and
     will not result in the creation or imposition of any Lien on any of its
     properties assets or revenues.

          5. Each of the Credit Parties has duly authorized, executed and
     delivered each Credit Document to which it is a party. Each of the Credit
     Documents is governed by the laws of the State of Florida, constitutes the
     legal, valid and binding obligation of each of the Credit Party that is a
     party thereto, and is enforceable against each such Credit Party in
     accordance with its terms except as the enforceability of the foregoing may
     be limited by bankruptcy, insolvency, reorganization, moratorium or other
     similar laws or equitable principles affecting enforcement of creditors'
     rights generally or by laws or judicial decisions limiting such
     enforceability.

          6. To the best of our knowledge, there is no litigation, investigation
     or proceeding of or before any court, tribunal, arbitrator or governmental
     authority pending or threatened by or against any of the Credit Parties or
     against any of their respective properties or revenues (a) with respect to
     the Credit Documents or any of the transactions contemplated thereby or (b)
     which, if adversely determined, would be expected to have a Material
     Adverse Effect.

          7. None of the Credit Parties is an "investment company" or a company
     "controlled" by an "investment company" within the meaning of the
     Investment Company Act of 1940, or a "subsidiary company" of a "holding
     company" or an "affiliate" of a "holding company" or of a "subsidiary
     company"

                                      -3-

<PAGE>

     of a "holding company" within the meaning of the Public Utility Holding
     Company Act of 1935, as amended.

          8. The making of any Revolving Loans under the Agreement and the
     application of the proceeds thereof as provided in the Agreement do not
     violate Regulation G, T, U or X of the Board of Governors of the Federal
     Reserve System.

          9. Except as noted on Exhibit "A" attached hereto, the Borrower or a
     Wholly Owned Subsidiary of the Borrower is the owner and holder of one
     hundred percent (100%) of the issued and outstanding common stock of each
     of the Guarantors.

          10. The Credit Parties have executed the Security Documents granting
     to the Administrative Agent and the Lenders a first priority security
     interest in the Collateral described therein and, upon filing of the
     Financing Statements and recording of the Agreements Not to Encumber in the
     appropriate jurisdictions, the Agent's and the Lenders' first priority
     security interest in the Collateral will be properly perfected and no other
     filings are required.

          11. Pursuant to the Guaranty Agreement, the Guarantors have
     unconditionally guaranteed payment and performance of all the Obligations.
     The Guaranty Agreement is enforceable against the Guarantors in accordance
     with its terms.

          12. The Leases have been duly executed and delivered, are in full
     force and effect, constitute legal, valid and binding obligations of the
     parties executing same under the laws of Florida, enforceable in
     accordance with their respective terms, and convey to the Borrower a valid
     leasehold estate in the real property described therein.

     This opinion has been delivered solely for the benefit of the Lenders, the
Administrative. Agent, the Syndication Agent, their respective counsel and
successors and assigns, and may not be relied upon by any other person or entity
or for any other purpose without the express written permission of the
undersigned.

                                         Very truly yours,

                                         HOLLAND & KNIGHT, LLP

                                      -4-

<PAGE>

                                   EXHIBIT K
                                    FORM OF
                             JOINDER BY SUBSIDIARY

     The undersigned, being and constituting a Subsidiary of ABLE TELCOM HOLDING
CORP., a Florida corporation (the "Borrower"), does hereby join in and agree to
be bound by all provisions applicable to a Restricted Subsidiary in that certain
Senior Secured Revolving Credit Agreement (the "Loan Agreement"), dated as of
April 6, 1998, by and between SunTrust Bank, South Florida, National
Association, individually and as Administrative Agent (the "Administrative
Agent"), and the other Lenders from time to time parties thereto and the
Borrower with joinder by all existing Subsidiaries of the Borrower.

     The undersigned Subsidiary of the Borrower hereby agrees to execute and
deliver to the Administrative Agent a Supplement to Security Agreement,
appropriate financing statements to perfect the security interests granted in
the Security Agreement, a Supplement to Subsidiary Guaranty Agreement and a
Supplement to Contribution Agreement, the form and substance of which shall be
satisfactory to the Administrative Agent and the Required Lenders (as defined in
the Loan Agreement).

     Dated this _____ day of _________________, 1998.

ATTEST:                                 SUBSIDIARY

__________________________________      By: ____________________________________
                                        Print Name: ____________________________
                                        Title: _________________________________

<PAGE>

                                    EXHIBIT L

                                     FORM OF
                                  SUPPLEMENT TO
                         SUBSIDIARY GUARANTY AGREEMENT

     THIS SUPPLEMENT TO SUBSIDIARY GUARANTY AGREEMENT (this "Supplement"), dated
as of __________________, 199__, made by _______________________ corporation
(whether one or more, collectively, the "Additional Guarantor"), in favor of
SUNTRUST BANK, SOUTH FLORIDA, NATIONAL ASSOCIATION, a national banking
association, individually and in its capacity as administrative agent for
Lenders at any time parties to the Loan Agreement (as hereinafter defined) (the
"Administrative Agent") and each assignee thereof becoming a "Lender" as
provided therein (the "Lenders"; the Lenders and the Administrative Agent being
collectively referred to herein as the "Guaranteed Parties").

                              W I T N E S S E T H:

     WHEREAS, ABLE TELCOM HOLDING CORP., a Florida corporation (the "Borrower"),
the Lenders and the Administrative Agent are parties to a Senior Secured
Revolving Credit Agreement, dated as of April 6, 1998, 1998 (as the same may
hereafter be amended, restated, supplemented or otherwise modified from time to
time, the "Loan Agreement") pursuant to which the Lenders have made commitments
to make loans to the Borrower;

     WHEREAS, certain Subsidiaries (the "Subsidiary Guarantors") of the
Borrower have executed and delivered a Subsidiary Guaranty Agreement dated as of
April 6, 1998 (the "Subsidiary Guaranty") pursuant to which the Subsidiary
Guarantors have agreed to guarantee all of the obligations of the Borrower under
the Loan Agreement and the other Credit Documents (as defined in the Loan
Agreement);

     WHEREAS, the Borrower, the Subsidiary Guarantors and the Additional
Guarantor share an identity of interests as members of a consolidated group of
companies engaged in substantially similar businesses; the Borrower provides
certain centralized financial, accounting and management services to the
Additional Guarantor; the making of the loans will facilitate expansion and
enhance the overall financial strength and stability of the Borrower's corporate
group, including the Additional Guarantor; and by virtue of intercompany
advances and loans, the financial accommodations to the Borrower under the Loan
Agreement shall inure to the direct and material benefit of the Additional
Guarantor; and

     WHEREAS, it is a condition subsequent to the Lenders' obligation to make
Loans to the Borrower under the Loan Agreement that the Additional Guarantor
execute and

<PAGE>

deliver to the Administrative Agent this Supplement, and the Additional
Guarantor desires to execute and deliver this Supplement to satisfy such
condition subsequent;

     NOW, THEREFORE, in consideration of the premises and in order to induce
the Lenders to make the Loans to the Borrower under the Loan Agreement, the
Additional Guarantor hereby agrees as follows:

     1. DEFINED TERMS. Capitalized terms not otherwise defined herein which are
used in the Subsidiary Guaranty are used herein with the meanings given to such
terms in the Subsidiary Guaranty and any capitalized terms not otherwise defined
herein or in the Subsidiary Guaranty which are used in the Loan Agreement are
used herein with the meanings given to such terms in the Loan Agreement.

     2. ADDITIONAL GUARANTOR. The Additional Guarantor agrees that it hereby
becomes a Guarantor for all purposes of the Subsidiary Guaranty and shall be
fully liable thereunder to the Administrative Agent and the other Guaranteed
Parties to the same extent and with the same effect as though the Additional
Guarantor had been one of the Guarantors originally executing and delivering the
Subsidiary Guaranty. Without limiting the foregoing, the Additional Guarantor
hereby jointly and severally (with respect to the guaranties made by the
Subsidiary Guarantors under the Subsidiary Guaranty), irrevocably and
unconditionally, guarantees the punctual and full payment when due, whether at
stated maturity by acceleration or otherwise, of all Loans and all other
Obligations owing by the Borrower to the Lenders and the Agents, or any of them,
jointly or severally, under the Loan Agreement, the Notes and the other Credit
Documents, including all renewals, extensions, modifications and refinancings
thereof, now or hereafter owing, whether for principal, interest, fees, expenses
or otherwise, and any and all reasonable out-of-pocket expenses (including
reasonable attorneys' fees actually incurred and reasonable out-of-pocket
expenses whether suit be brought or not, including reasonable attorneys' fees,
costs and expenses if an appeal is taken) incurred by the Agents or any other
Guaranteed Party in enforcing any rights under the Subsidiary Guaranty (as
supplemented hereby), subject, however, to the limitations expressly provided in
the Subsidiary Guaranty in Section 15 thereof All references in the Subsidiary
Guaranty to "Guarantors" or any "Guarantor", shall be deemed to include and to
refer to the Additional Guarantor.

     3. GOVERNING LAW; SUBMISSION TO JURISDICTION; FULL FAITH AND CREDIT; WAIVER
OF JURY TRIAL.

     (a) THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF
THE STATE OF FLORIDA (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES
THEREOF).

     (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS SUPPLEMENT, THE
SUBSIDIARY GUARANTY OR OTHERWISE RELATED HERETO MAY BE BROUGHT IN THE CIRCUIT
COURT OF PALM BEACH COUNTY OF TEE STATE OF FLORIDA OR IN THE DISTRICT COURT OF
THE

                                      -2-

<PAGE>

UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF FLORIDA, AND, BY EXECUTION
AND DELIVERY OF THIS SUPPLEMENT, THE ADDITIONAL GUARANTOR HEREBY CONSENTS, FOR
ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE JURISDICTION OF THE AFORESAID
COURTS. THE ADDITIONAL GUARANTOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION,
INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON
THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS IN
RESPECT OF THIS SUPPLEMENT, THE SUBSIDIARY GUARANTY OR ANY DOCUMENT RELATED
THERETO. NOTHING HEREIN SHALL AFFECT THE RIGHT OF SUCH AGENT TO SERVE PROCESS
IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR
OTHERWISE PROCEED AGAINST THE ADDITIONAL GUARANTOR IN ANY OTHER JURISDICTION.

     (c) TO THE EXTENT THAT ANY GUARANTEED PARTY OBTAINS ANY JUDGMENT AGAINST
THE ADDITIONAL GUARANT0R UNDER THIS SUPPLEMENT AND THE SUBSIDIARY GUARANTY, THE
ADDITIONAL GUARANTOR DOES HEREBY AGREE THAT SUCH JUDGMENT SHALL BE ENTITLED TO
"FULL FAITH AND CREDIT" WITH THE SAME FORCE AND EFFECT AS IF SUCH JUDGMENT WAS
RENDERED AGAINST SUCH ADDITIONAL GUARANTOR BY A COURT OR OTHER TRIBUNAL LOCATED
IN THE DOMICILE OF SUCH ADDITIONAL GUARANTOR, IF DIFFERENT FROM THAT IN WHICH
SUCH JUDGMENT IS RENDERED. THE ADDITIONAL GUARANTOR HEREBY AGREES TO THE
VALIDITY AND ENFORCEABILITY OF ANY SUCH JUDGMENT AND SHALL NOT SEEK TO
CHALLENGE OR "GO BEHIND" THE FACE OF SUCH JUDGMENT.

     (d) TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE ADDITIONAL GUARANTOR
HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES ALL RIGHT OF
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN
CONNECTION WITH THIS SUPPLEMENT, THE SUBSIDIARY GUARANTY OR ANY OTHER CREDIT
DOCUMENT OR ANY MATTER ARISING IN CONNECTION HEREUNDER OR THEREUNDER. THIS
PROVISION IS A MATERIAL INDUCEMENT FOR THE GUARANTEED PARTIES TO EXTEND CREDIT
TO OR OTHERWISE BECOME OR REMAIN A CREDITOR OF THE, BORROWER. FURTHER,
GUARANTORS HEREBY CERTIFY THAT NO REPRESENTATIVE OR AGENT OF THE GUARANTEED
PARTIES NOR ANY COUNSEL FOR THE GUARANTEED PARTIES HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT THE GUARANTEED PARTIES WOULD NOT, IN THE EVENT OF SUCH
LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT OF JURY TRIAL PROVISION. NO
REPRESENTATIVE OR AGENT OF THE GUARANTEED PARTIES NOR COUNSEL FOR THE GUARANTEED
PARTIES HAS THE AUTHORITY TO WAIVE, CONDITION OR MODIFY THIS PROVISION.

                                      -3-

<PAGE>

     IN WITNESS WHEREOF, the Additional Guarantor has caused this Supplement to
be duly executed and delivered by its duly authorized officers as of the date
first above written.

ADDRESS FOR NOTICES:                    ADDITIONAL GUARANTOR:

_______________________________         ________________________________________
_______________________________
_______________________________
                                        By: ____________________________________
                                        Print Name: ____________________________
                                        Title: _________________________________

                                             Attest: ___________________________
                                             Name: _____________________________
                                             Title: ____________________________

                                      -4-

<PAGE>

                                    EXHIBIT M

                                     FORM OF
                      SUPPLEMENT TO CONTRIBUTION AGREEMENT

     SUPPLEMENT NO. __ dated as of _________________________, 1998, to the
CONTRIBUTION AGREEMENT dated as of _________________________, 1998 (the
"Contribution Agreement:) by and among ABLE TELCOM HOLDING CORP., a Florida
corporation ("the Borrower"), the parties listed on Schedule A attached hereto
(together with any successors, referred to herein individually as a "Guarantor"
and collectively as "Guarantors") and SUNTRUST BANK, SOUTH FLORIDA, NATIONAL
ASSOCIATION, individually and as Administrative Agent (the "Administrative
Agent") for the Lenders parties to the Senior Secured Revolving Credit Loan
Agreement dated as of ________________, 1998, among the Borrower, the Lenders
and the Administrative Agent (as amended, modifier or supplemented from time to
time, the "Loan Agreement"; capitalized terms used herein but not otherwise
defined herein have the meanings assigned to such terms in the Loan Agreement or
the Contribution Agreement, as the case may be).

     Guarantors have entered into the Contribution Agreement in order to induce
the Lenders to make the Loans. Pursuant to Section 7.10 of the Loan Agreement,
each Subsidiary. that was not in existence or incorporated on the date thereof
is required to enter into the Contribution Agreement as a Guarantor upon
becoming a Subsidiary of the Borrower. Section 14 of the Contribution Agreement
provides that additional Subsidiaries of the Borrower may become Guarantors
under the Contribution Agreement by execution and delivery of an instrument in
the form of this Supplement. The undersigned ("New Guarantor") is a Subsidiary
of the Borrower and is executing this Supplement in accordance with the
requirements of the Loan Agreement to become a Guarantor under the Contribution
Agreement in order to induce the Lenders to make additional Loans and as
consideration for the Loans previously made.

     Accordingly, Administrative Agent and New Guarantor agree as follows:

     SECTION 1. JOINDER TO CONTRIBUTION AGREEMENT. In accordance with Section 14
of the Contribution Agreement, New Guarantor by its signature below becomes a
Guarantor under the Contribution Agreement with the same force and effect as if
originally named therein as a Guarantor, and New Guarantor hereby agrees to all
the terms and provisions of the Contribution Agreement applicable to it as a
Guarantor thereunder. Each reference to a "Guarantor" in the Contribution
Agreement shall be deemed to include New Guarantor. The Contribution Agreement
is hereby incorporated herein by reference.

     SECTION 2. ENFORCEABILITY. This Supplement has been duly authorized,
executed and delivered by New Guarantor and constitutes a legal, valid and
binding obligation of New Guarantor, enforceable against it in accordance with
its terms, except as the enforceability thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting creditors
rights generally and by general principles of equity (regardless of whether
such enforceability is considered in a proceeding at law or in equity).

<PAGE>

     SECTION 3. COUNTERPARTS. This Supplement and any amendments, waivers,
consents or supplements may be executed in any number of counterparts and by the
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts
shall constitute but one and the same instrument.

     SECTION 4. EFFECTIVE DATE. This Supplement shall become effective upon the
execution of a counterpart hereof by each of the parties hereto, and written or
telephonic notification of such execution and authorization of delivery thereof
has been received by New Guarantor and Administrative Agent.

     SECTION 5. RATIFICATION OF CONTRIBUTION AGREEMENT. As expressly
supplemented hereby, the Contribution Agreement shall remain in full force and
effect.

     SECTION 6. CHOICE OF LAW. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF FLORIDA
WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.

     SECTION 7. SEVERABILITY. In case any provision in or obligation under this
Supplement shall be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction, shall
not in any way be affected or impaired thereby.

     SECTION 8. NOTICES. All communications and notices hereunder shall be in
writing and given as provided in Section 16 of the Contribution Agreement.  All
communications and notices hereunder to New Guarantor shall be given to it at
the address set forth under its signature.

     SECTION 9. FEES AND EXPENSES. New Guarantor agrees to reimburse
Administrative Agent for its reasonable out-of-pocket expenses in connection
with this Supplement, including the reasonable fees, disbursements and other
charges of counsel for Administrative Agent, whether suit be brought or not,
and all reasonable attorneys' fees, costs and expenses if an appeal is taken.

     IN WITNESS WHEREOF, New Guarantor and Administrative Agent have duly
executed this Supplement to Contribution Agreement as of the day and year first
above written.

                                        NEW GUARANTOR:

                                        By: ____________________________________
                                        Print Name: ____________________________
                                        Title: _________________________________

                                      -2-

<PAGE>

                                        Address: _______________________________
                                        ________________________________________
                                        ________________________________________

                                        AGENT:

                                        SUNTRUST BANK, SOUTH FLORIDA,
                                        NATIONAL ASSOCIATION, AS ADMINISTRATIVE
                                        AGENT

                                        By: ____________________________________
                                        Print Name: ____________________________
                                        Title: _________________________________

                                      -3-

<PAGE>

                                   SCHEDULE A

                                      -4-

<PAGE>

                                   EXHIBIT "N"
                                     FORM OF
                        COLLATERAL ASSIGNMENT OF LEASES

     This Collateral Assignment of Leases made this ______ day of
_______________________, 1998, by the corporations listed on Schedule I attached
hereto (the "Lessees"), in favor of SUNTRUST BANK, SOUTH FLORIDA, NA as
Administrative Agent (the "Agent") for the Lenders under that certain Senior
Secured Revolving Credit Agreement dated 1998 (the "Credit Agreement"),
witnesseth that:

                                    RECITALS

     By those certain leases listed on Schedule 2 attached hereto (the "Leases")
Lessees leased the premises described on Schedule 2.

     Pursuant to the Credit Agreement the Lenders have agreed to make the loans
to Able Telcom Holding Corp. ("Borrower") and one of the conditions of the
Credit Agreement requires that Lessees collaterally assign their rights, title
and interest in the Leases on the terms and conditions hereafter set forth; and

     NOW, THEREFORE, for and in consideration of the making of the Loans,
Lessees do hereby assign, transfer and set over unto the Agent, with the right
to reassign, all of its rights, title and interest in and to the Leases upon the
following terms, covenants, limitations and conditions:

     1. The foregoing recitals are hereby incorporated into and comprise a part
of this Agreement. Capitalized terms used herein which are defined in the Credit
Agreement shall have the meanings provided therein when used herein.

     2. As between Agent and Lessees, Lessees shall retain possession of the
Premises in accordance with the terms and conditions of the Lease as long as No
Event of Default occurs.

     3. If an Event of Default shall occur, then Agent shall have the option of
taking over the Premises, provided, however, that in the event Agent elects to
exercise said option of taking over the Premises, written notice of its election
so to do shall be mailed promptly to the lessors under the Lease (the
"Lessors"). Agent shall not have the right to possession of the Premises until
such notice is received by the Lessors. Upon the receipt of notice of exercise
of such option, the Agent shall be deemed to be substituted as lessee in said
Lease in the place and instead of Lessees, and shall be deemed to have assumed
expressly all of the terms, covenants, and obligations of the Lease thereafter
otherwise applicable to Lessees, and shall likewise be entitled to enjoy all of
the rights and privileges granted to Lessees under the terms and conditions of
the Lease. The Agent shall also have the right to reassign all of the Lessees'
rights and obligations under the Lease. Agent shall have the right to exercise
such right as to one or some portion of the Leases but not the others or all of
the Leases in Agent's sole discretion.

<PAGE>

     4. It is understood and agreed that as long as Agent has not exercised the
option under the foregoing provisions hereof as to the Premises, it shall not be
liable for rent or any obligation of Lessees under or in connection with the
Leases, and Lessees shall remain liable for such rent and obligations.

     5. The Lessees hereby agree to indemnify and hold the Agent and the Lenders
harmless against and from any and all liability, loss, damage, and expense,
including reasonable attorneys' fees, which it may or shall incur under any of
said Leases, or by reason of this Assignment, or by reason of any action taken
by the Agent or any Lender hereunder, and against and from any and all claims
and demands whatsoever which may be asserted against the Agent or any Lender by
reason of any alleged obligation or undertaking on its part to perform or
discharge any of the terms, covenants and conditions contained in any of the
Leases. Should the Agent or any Lender incur any such liability, loss, damage or
expense, the amount thereof, together with interest thereon at the Default Rate,
shall be payable by the Lessees to the Agent or any Lender immediately upon
demand. Nothing contained herein shall obligate or be construed to obligate the
Agent or any Lender to perform any of the terms, covenants or conditions
contained in any Lease or otherwise to impose any obligation upon the Agent or
any Lender with respect to any of said Leases. Prior to actual entry into and
taking possession of the Property by the Agent, this Assignment shall not
operate to place upon the Agent or any Lender any responsibility for the
operation, control, care, management or repair of the Premises, and the
execution of this Assignment by the Lessees shall constitute conclusive evidence
that all responsibility for the operation, control, care, management and repair
of the Premises is and shall be that of the Lessees, prior to such actual entry
and taking of possession.

     6. The Lessees represent and warrant that the Lessees shall duly and
punctually perform all and singular the terms, conditions and covenants of the
Leases on Lessees' part to be kept, observed and performed.

     7. The Lessees agree to execute and deliver to the Lender, at any time or
times during which this Assignment shall be in effect, such further instruments
as the Agent may deem necessary to make effective this Assignment and the
several covenants of the Lessees herein contained.

     8. Failure of the Agent to avail itself of any of the terms, covenants and
conditions of this Assignment for any period of time, or at any time or times,
shall not be construed or deemed to be a waiver of any of its rights hereunder.
The rights and remedies of the Agent under this instrument are cumulative and
are not in lieu of but are in addition to any other rights and remedies which
the Agent shall have under or by virtue of the Credit Documents. The rights and
remedies of the Agent hereunder may be exercised from time to time and as often
as such exercise is deemed expedient by Agent.

                                      -2-

<PAGE>

     9. The Agent shall have the right to assign to any subsequent
Administrative Agent, the Lessees' rights, title and interest in any Lease
hereby or hereafter assigned, subject, however, to the provisions of this
Assignment.

     10. Upon payment in full of all the Obligations, as well as termination of
the Revolving Loan Commitments, this Assignment shall become and be void and of
no effect and, in that event, upon the request of the Lessees, the Agent
covenants to execute and deliver to the Lessees instruments effective to
evidence the termination of this Assignment and/or the reassignment to the
Lessees of the rights, power and authority granted herein. As against the Agent,
at all times during which this Assignment shall be in effect, there shall be no
merger of the Leases assigned hereunder or the leasehold estates created thereby
with the fee estate in the Premises by reason of the fact that said Leases or
any interest therein may be held by or for the account of any person, firm or
corporation which may be or become the owner of said fee estate, unless the
Assignee shall consent in writing to said merger.

     11. In connection with any litigation arising out of this Assignment, if
the Agent or a Lender is the prevailing party in such litigation, the Agent or a
Lender shall be entitled to recover all costs incurred, including reasonable
attorneys' fees and attorneys' fees and costs incurred on appeal.

     12. Any waiver or modification of the terms of this Assignment by the Agent
shall be in writing and signed by a duly authorized officer or agent of the
Agent.

     13. In the event any one or more of the provisions contained herein shall
for any reason be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality, or unenforceability shall, at the option of Agent,
not affect any other provision hereof, and shall be construed as if such
invalid, illegal or unenforceable provision had never been contained herein.

     14. No delay or omission on the part of Agent in exercising any right
hereunder shall operate as a waiver of that right or of any other right
hereunder or under the Credit Documents.

     15. This Assignment shall be binding upon and inure to the benefit of the
Agent and the Lessees, their heirs, personal representatives, successors and
assigns.

     16. This Assignment and the rights and obligations of the parties hereunder
shall be construed in accordance with and be governed by the law of the State of
Florida except to the extent the law of the jurisdiction of the location of the
Premises requires that such law control.

     17. The terms "Lessees" and "Agent" as used herein shall in every instance
include said parties' heirs, executors, administrators, successors, legal
representatives and assigns and

                                      -3-

<PAGE>

shall denote the singular and/or plural, and the masculine and/or feminine and
natural and/or artificial persons, whenever and wherever the context so requires
or admits.

                                   ABLE TELCOM HOLDING CORP., a Florida
                                   corporation

                                   By: _________________________________________
                                   Print Name: _________________________________
                                   Title: ______________________________________

                                   TELECOMMUNICATION SERVICES GROUP, INC.,
                                   a Florida corporation

                                   By: _________________________________________
                                   Print Name: _________________________________
                                   Title: ______________________________________

                                   ABLE INTEGRATED SYSTEMS, INC., a Florida
                                   corporation

                                   By: _________________________________________
                                   Print Name: _________________________________
                                   Title: ______________________________________

                                   ABLE COMMUNICATION SERVICES, INC., a
                                   Florida corporation

                                   By: _________________________________________
                                   Print Name: _________________________________
                                   Title: ______________________________________

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

                                   By: _________________________________________
                                   Print Name: _________________________________
                                   Title: ______________________________________

                                   DIAL COMMUNICATIONS, INC., a Florida
                                   corporation

                                   By: _________________________________________
                                   Print Name: _________________________________
                                   Title: ______________________________________

                                      -4-

<PAGE>

                                   TRAFFIC MANAGEMENT GROUP, INC., a Florida
                                   corporation

                                   By: _________________________________________
                                   Print Name: _________________________________
                                   Title: ______________________________________

                                   TRANSPORTATION SAFETY CONTRACTORS,
                                   INC., a Florida corporation

                                   By: _________________________________________
                                   Print Name: _________________________________
                                   Title: ______________________________________

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

                                   By: _________________________________________
                                   Print Name: _________________________________
                                   Title: ______________________________________

                                   GEORGIA ELECTRIC COMPANY, a Georgia
                                   corporation

                                   By: _________________________________________
                                   Print Name: _________________________________
                                   Title: ______________________________________

                                   COMMUNICATIONS DEVELOPMENT GROUP,
                                   INC., a Florida corporation

                                   By: _________________________________________
                                   Print Name: _________________________________
                                   Title: ______________________________________

                                   ABLE WIRELESS, INC., a Florida corporation

                                   By: _________________________________________
                                   Print Name: _________________________________
                                   Title: ______________________________________

                                      -5-