

<PAGE>

                                    EXHIBIT 10.2



<PAGE>



                                  ESCROW AGREEMENT

                              Dated:  October 12, 1996


            The parties to this agreement  ("Agreement") are Traffic  Management
Group,  Inc.,  Inc., a Florida  corporation  and Able Telcom  Holding  Corp.,  a
Florida  corporation (each a "Buyer" and collectively  "Buyers");  Gerry W. Hall
and J.  Barry Hall (each a "Seller"  and  collectively,  "Sellers");  and Rock &
Leitz, P.C. (the "Escrow Agent").

            Buyers and Sellers  have  entered  into a Stock  Purchase  Agreement
dated as of October 12, 1996 (the "Stock Purchase  Agreement"),  a copy of which
is attached hereto as Exhibit A and incorporated herein by reference.

            Accordingly, the parties agree as follows:

      1.    Appointment of Escrow Agent.

            Buyers and Sellers appoint Rock & Leitz,  P.C. as Escrow Agent,  and
Rock & Leitz,  P.C.  accepts that  appointment and agrees to hold and dispose of
the Escrow Shares in accordance with the terms of this Agreement.

      2.    The Escrow Documents

            a.    Pursuant to Section 3.3(a)(v) of the Stock Purchase Agreement,
                  Sellers have  delivered to Escrow Agent,  and the Escrow Agent
                  hereby  acknowledges  receipt of, the following  (collectively
                  "Sellers'  Documents") to be held in escrow in accordance with
                  the terms of this Agreement:

                  (i)   Certificate No. 16 representing 450 shares of
                        common stock of Georgia Electric Company, a Georgia
                        corporation ("Georgia Electric"), issued in the
                        name of Traffic Management Group, Inc. (such
                        shares, together with all dividends and other
                        amounts from time to time held by the Escrow Agent
                        under this Agreement, being referred to below as
                        the "Escrow Shares");

                  (ii)  The Stock Purchase  Agreement,  duly executed by Sellers
                        and Georgia  Electric,  together  with all Schedules and
                        Exhibits thereto as provided therein;

                  (iii)       An Employment Agreement between Georgia
                              Electric and Gerry W. Hall, duly executed by
                              Gerry W. Hall;

                  (iv)  An Employment Agreement between Transportation
                        Safety Contractors, Inc., a Florida corporation
                        ("TSC"), and J. Barry Hall, duly executed by J.
                        Barry Hall;


                  (v)   Such other documents,  instruments,  and certificates as
                        may  Buyer may have  requested  in  accordance  with the
                        Stock  Purchase  Agreement  and  listed  on  Appendix  A
                        hereto.

            b.    Pursuant  to  Section   3.3(b)(iii)   of  the  Stock  Purchase
                  Agreement,  Buyers have  delivered  to Escrow  Agent,  and the
                  Escrow  Agent  hereby  acknowledges   receipt  of  a  "Funding
                  Deposit"   in  the   amount   of   $100,000,   the   following
                  (collectively,  "Buyers'  Documents")  to be held in escrow in
                  accordance with the terms of this Agreement:

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<PAGE>

                  (i)   The Stock Purchase  Agreement,  duly executed by Buyers,
                        together  with all  Schedules  and  Exhibits  thereto as
                        provided therein;

                  (ii)  An Employment Agreement between Georgia Electric, a
                        Florida corporation and Gerry W. Hall, duly
                        executed by Georgia Electric;

                  (iii)       An Employment Agreement between TSC and J.
                              Barry Hall, duly executed by TSC;

                  (iv)  Such other documents,  instruments,  and certificates as
                        may Sellers may have  requested in  accordance  with the
                        Stock  Purchase  Agreement  and  listed  on  Appendix  B
                        hereto.

            c.    Certificates of the respective corporate secretaries of
                  Buyers shall be delivered to the Escrow Agent on or
                  before the Funding Date.


      3.    Release of the Escrow Documents.

            a.    Funding Date.

                  (i)   For purposes of this Agreement, the "Funding Date"
                        is October 31, 1996.

                  (ii)  The  Funding  Date may be  amended by Sellers to a later
                        date that  Sellers  may  determine;  provided  that they
                        notify the Escrow  Agent of such  change  prior to 12:00
                        p.m. on the first  business  day  following  the Funding
                        Date.

            b.    Delivery of Escrow Documents.  The Escrow Agent shall
      deliver the Buyers' Documents and the Sellers' Documents
      (collectively, the "Escrow Documents") as follows:

                  (i) If the Escrow Agent  receives,  on or before 12:00 p.m. on
            the Funding Date,  confirmation,  either oral or written,  by a duly
            authorized  representative of the Buyer's bank ("Buyer's Bank") of a
            wire transfer, of the full amount
            of the Cash  Consideration  (less the Funding Deposit) (as such term
            is defined in the Stock  Purchase  Agreement),  together  with a Fed
            Wire confirmation  number and ABA routing number,  for credit to the
            accounts of Sellers, then the Escrow Agent shall promptly deliver to
            Buyers the Funding  Deposit  and the  Sellers'  Documents  listed in
            Paragraph  2.a,  above and shall  promptly  deliver to  Sellers  the
            Buyers' Documents listed in Paragraph 2.b, above.

                  (ii)  If the Escrow Agent fails to receive, on or before
            12:00 p.m. on the Funding Date, confirmation described in
            Paragraph 3.b.(i) then the Escrow Agent shall:

                        (a) Notify, promptly upon the opening of business on the
                  first  business day following  the Funding Date,  both Sellers
                  and  Buyers  that no  notification  of the  wiring of the Cash
                  Consideration has been received by the Escrow Agent; and

                        (b) Promptly  after 12:00 p.m. on the date following the
                  Funding Date,  deliver to Sellers the Funding  Deposit and the
                  Sellers'  Documents  listed in 2.a and  deliver  to Buyers the
                  Buyers'  Documents  listed in 2.b;  provided  however,  if the
                  Sellers have amended the Funding Date as provided in Paragraph
                  3.a.(ii)  within the time period set forth  therein,  then the
                  Escrow Agent shall retain both Buyers'  Documents and Sellers'



                                       2
<PAGE>

                  Documents and shall  consider  Paragraph 3.a of this Agreement
                  to be  amended to reflect  such  change  (and in such case all
                  references herein to "Funding Date" shall refer to the Funding
                  Date as amended).

            c. The Escrow Agent may at any time commence an action in the nature
      of  interpleader  or other  legal  proceedings  and may deposit the Escrow
      Documents with the clerk of a court of competent jurisdiction.

            d. Upon any delivery or deposit of the Escrow  Documents as provided
      in Paragraph 3.b, the Escrow Agent shall be released and  discharged  from
      any further obligation under this Agreement.  Such delivery is referred to
      herein and in the Stock Purchase Agreement as the "Closing of the Escrow."

      4.    Concerning the Escrow Agent

            a. The  Escrow  Agent  shall  not have any  liability  to any of the
      parties  to  this  Agreement  or to any  third  party  arising  out of its
      services as Escrow Agent under this Agreement, except for damages directly
      resulting from the Escrow Agent's gross negligence or willful misconduct.

            b.    Buyer and Sellers jointly and severally shall indemnify
      the Escrow Agent and hold it harmless against any loss, liability,
      damage or expense (including reasonable attorneys' fees) that the
      Escrow  Agent may incur as a result of acting as escrow  agent  under this
      Agreement,  except for any loss, liability, damage or expense arising from
      its own gross negligence or willful misconduct. For this purpose, the term
      "attorneys'  fees"  includes  fees payable to any counsel  retained by the
      Escrow Agent in connection  with its services  under this  Agreement  and,
      with respect to any matter  arising  under this  Agreement as to which the
      Escrow  Agent  performs  legal  services,  its  standard  hourly rates and
      charges then in effect.

            c. The Escrow  Agent shall be  entitled  to rely upon any  judgment,
      notice,  instrument or other writing  delivered to it under this Agreement
      without  being  required  to  determine  the   authenticity   of,  or  the
      correctness of any fact stated in, that document and  irrespective  of any
      facts  the  Escrow  Agent  may  know or be  deemed  to  know in any  other
      capacity.  The Escrow  Agent may act in reliance  upon any  instrument  or
      signature  believed  by it to be genuine  and may  assume  that any person
      purporting  to give any notice or receipt or advice or make any  statement
      or execute any document in  connection  with this  Agreement has been duly
      authorized to do so.

            d. The Escrow Agent shall have no duties or responsibilities  except
      those  expressly set forth in this  Agreement.  The Escrow Agent shall not
      have any  obligations  arising out of or be bound by the provisions of any
      other agreement, written or oral, including, but not limited to, the Stock
      Purchase Agreement.

            e. Buyers each  acknowledge  that the Escrow  Agent has  represented
      Sellers in connection with the Stock Purchase Agreement and this Agreement
      and that it may continue to represent  Sellers in that  connection  and in
      connection  with the  transactions  contem  plated  by  those  agreements,
      including,  but not limited to, in  connection  with any disputes that may
      arise  under  either of those  agreements.  The Escrow  Agent shall not be
      precluded from or restricted from  representing  Buyer or otherwise acting
      as attorneys for Sellers in any matter, including, but not limited to, any
      court  proceeding or other matter related to the Stock Purchase  Agreement
      or the transactions  contemplated by the Stock Purchase Agreement, or this
      Agreement  or the  Escrow  Documents,  whether  or not  there is a dispute
      between  Buyers and Sellers with  respect to any such matter.  Buyers each
      irrevocably  consent to any such representation and waives any conflict or
      appearance of conflict with respect to any such representation.

            f. All of the Escrow Agent's rights of indemnification  provided for
      in this agreement shall survive the  resignation of the Escrow Agent,  its
      replacement  by a successor  Escrow Agent,  its delivery or deposit of the


                                       3
<PAGE>

      Escrow  Documents in accordance  with this  Agreement,  the termination of
      this Agreement, and any other event that occurs after this date.

            g. The Escrow Agent shall have no responsibility with respect to the
      sufficiency of the  arrangements  contemplated by this Escrow Agreement to
      accomplish the intentions of the parties.

            h. The Escrow  Agent shall have not  laibility to any of the parties
hto this Agreement,  or to third parties,  as a result of any act or omission to
act taken on reliance upon the written advice of its counsel.

      5.    Representations.

            Buyers and Sellers  each  represent  and warrant to the Escrow Agent
that it or he, as the case may be,  has full power and  authority  to enter into
and perform this Agreement; that in the case of Buyer the execution and delivery
of this Agreement was duly  authorized by all necessary  corporate  action;  and
that this Agreement is enforceable  against each of them in accordance  with its
terms.

      6.    Resignation; Successor Escrow Agent.

            The Escrow Agent (and any  successor  escrow  agent) may at any time
resign as such upon 15 days'  prior  notice to each of the other  parties.  Upon
receipt of a notice of  resignation,  each of the other  parties shall use their
best efforts to select a successor  agent within 30 days,  but if within that 30
day  period the Escrow  Agent has not  received a notice  signed by both of them
appointing a successor escrow agent and setting forth its name and address,  the
Escrow Agent may (but shall not be  obligated  to) select on their behalf a bank
or trust company to act as successor escrow agent, for such compensation as that
bank or trust company  customarily  charges and on such terms and conditions not
inconsistent  with  this  Agreement  as that  bank or trust  company  reasonably
requires.  The fees and  charges of any  successor  escrow  agent shall be borne
equally by the  parties  but,  in default of which,  shall be payable out of the
Escrow  Documents.  A successor  escrow agent  selected by the resigning  Escrow
Agent may become the Escrow Agent by confirming in writing its acceptance of the
position.  Buyer and  Sellers  each  shall  sign  such  other  documents  as the
successor escrow agent  reasonably  requests in connection with its appointment,
and  each  of  them  hereby  irrevocably   appoints  the  Escrow  Agent  as  its
attorney-in-fact  to sign all such  documents in its name and place.  The Escrow
Agent may deliver the Escrow  Documents to the successor  escrow agent  selected
pursuant to this provision and, upon such delivery,  the successor  escrow agent
shall become the Escrow Agent for all purposes  under this  Agreement  and shall
have all of the rights and  obligations of the Escrow Agent under this Agreement
and the  resigning  Escrow  Agent  shall  have no  further  responsibilities  or
obligations under this Agreement.

      7.    Notices.

            All notices, instructions,  objections or other communications under
this Agreement shall be in writing and shall be deemed given when sent by United
States registered mail, return receipt  requested,  to the respective parties at
the  following  addresses  (or at such other  address as a party may  specify by
notice given in accordance with this paragraph):


      If to Buyers, to it at:

            Able Telcom Holding Corp.
            1601 Forum Place
            Suite 1110
            West Palm Beach, FL  33401
            Attn: William J. Mercurio



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<PAGE>

            with a copy to:

            Holland & Knight
            One East Broward Boulevard
            Fort Lauderdale, FL 33301
            Attention:  Donn A. Beloff, Esq.

      If to Sellers, to them at:

            Georgia Electric Company
            1412 W. Oakridge Drive
            Albany, GA 31708

            with a copy to:

            Barry Leitz, Esq.
            Rock & Leitz, P.C.
            2985 Piedmont Road, NE
            Atlanta, GA 30305


      If to the Escrow Agent:

            Barry Leitz, Esq.
            Rock & Leitz, P.C.
            2985 Piedmont Road, NE
            Atlanta, GA 30305


      8.    Miscellaneous.

            a.    Escrow Agent shall be reumerated by Buyers for its
services hereunder at tis normal hourly rate, not to exceed a total fee
of $750.

            b. If any provision of this  Agreement is determined by any court of
competent  jurisdiction to be invalid or  unenforceable  in any jurisdiction the
remaining  provisions of this Agreement shall not be affected  thereby,  and the
invalidity  or  unenforceability  in any  jurisdiction  shall not  invalidate or
render unenforceable that provision in any other jurisdiction. It is understood,
however,  that the parties  intend each  provision of this Agreement to be valid
and enforceable and each of them waives all rights to object to any provision of
this Agreement.

            c. This  Agreement  shall be  binding  upon and inure  solely to the
benefit of the parties and their  respective  successors and permitted  assigns,
and shall not be enforceable  by or inure to the benefit of any third party.  No
party may assign its rights or obligations  under this Agreement or any interest
in the Escrow  Documents  without the written consent of the other parties,  and
any other purported assignment shall be void. In no event shall the Escrow Agent
be required to act upon, or be bound by, any notice,  instruction,  objection or
other  communication given by a person other than, nor shall the Escrow Agent be
required  to deliver the Escrow  Documents  to any person  other than,  Buyer or
Sellers.

            d. This  Agreement  shall be governed by and construed in accordance
with the law of the State of Georgia  applicable  to  agreements  made and to be
performed in Georgia (without resort to conflicts of law principles).

            e. The courts of Georgia and the United States  District  Courts for
Georgia  shall have  exclusive  jurisdiction  over the parties  (and the subject
matter)  with  respect  to  any  dispute  or  controversy  arising  under  or in
connection with this  Agreement.  A summons or complaint or other process in any
such action or proceeding  served by mail in  accordance  with section 6 of this
Agreement  or in such other manner as may be permitted by law shall be valid and
sufficient service.



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<PAGE>

            f.  This  Agreement  contains  a  complete  statement  of all of the
arrangements  among the parties with respect to its subject matter and cannot be
changed or terminated orally. Any waiver must be in writing.

            g. This  Agreement  may be executed  in any number of  counterparts,
each of which shall be deemed to be an original and all of which taken  together
shall constitute one and the same instrument.

            h. The section headings used herein are for convenience of reference
only and shall not affect the construction or interpretation of this Agreement.

            IN WITNESS  WHEREOF,  the parties have executed this Agreement as of
the date first set forth above.

<TABLE>
<S>                           <C>

                              Buyers:

                              TRAFFIC MANAGEMENT GROUP, INC.


                              By: /S/ WILLIAM J. MERCURIO
                                  ---------------------------------
                                    Name:  William J. Mercurio
                                    Title:  President


                              ABLE TELCOM HOLDING CORP.

                              By: /S/ WILLIAM J. MERCURIO
                                  ---------------------------------
                                    Name:  William J. Mercurio
                                    Title:  President



                              Sellers:


                               /S/ GERRY W. HALL
                               ------------------------------------
                               Gerry W. Hall
 

                               /S/ J. BARRY HALL
                               ------------------------------------
                              J. Barry Hall

                              Escrow Agent:

                              Rock & Leitz, P.C.


                               ROCK & LEITZ, P.C.
                               ------------------------------------
                               By: Barry Leitz
</TABLE>

                             6

