

                                                                  EXHIBIT 2.1

                         Closing Memorandum and Schedule
                                  April 1, 1998



Sellers:       James P. Patton
               Rick Boyle
               C.K. McLemore, III

Purchaser:     Able Telcom Holding Corp.

Re:     Purchase of all capital stock of Patton Management Corporation
      pursuant to Stock Purchase Agreement (the "Contract").

Date:      April 1, 1998

The  parties  agree to the  following  schedule of events,  and the  Contract is
hereby amended as follows:

     1.     Purchaser waives the requirement that Sellers obtain written
consent to this transaction from BellSouth, AllTel and Sprint.

     2.     Sellers' counsel, C. K. McLemore, shall provide signed opinion
letter with all attachments thereto (Exhibit "F" to Contract) by delivering
same to Purchaser's counsel, Tyler Dixon, on or before April 14, 1998.

     3. Sellers shall deliver to Purchaser's counsel on or before April 7, 1998,
binding payoff and release letters from Congress and Sirrom regarding loans with
and collateral held by said companies.

     4. Sellers shall deliver to Purchaser's  counsel on or before April 7, 1998
binding payoff and release letter from Sirrom regarding its warrants in PMC.

     5.     Purchaser shall complete lien and title search and submit any
reasonable objections on or before April 21, 1998.

     6. Purchaser shall cause Phase I Environmental  Study to be performed,  and
shall submit findings to Sellers on or before April 21, 1998.

7. The disbursement of the $1,655,000  payable under paragraph 2 of the Contract
shall be  disbursed,  subject to any offset or  indemnity  rights  known at that
time,  on or before  April 21,  1998 with  allocations  among  Sellers  to be in
accordance with letter of direction signed by all three (3) Sellers. Said signed
letter of direction is to be delivered to Purchaser, with

<PAGE>
     8.     Purchaser has the right to pay off Sirrom for the release of
Sirrom warrants (see para. 4 above) by making payment directly to Sirrom and
deducting said sum from the disbursements to Sellers under paragraph 7 above.

     9.     Notwithstanding the General Release under paragraph 6(e) of the
Contract, the following items shall remain payable to Sellers by the Company
("PMC")

          a)     all expenses vouchers submitted by Rick Boyle in the ordinary
course.

     10. Sellers' counsel shall supplement the litigation  disclosure to provide
names,  addresses and phone numbers of attorneys  representing  the interests of
Company  or its  subsidiaries  in  each  litigation  matter.  This  supplemental
information  shall be  delivered  to  Purchasers'  counsel on or before April 7,
1998.

     11.     This restrictive covenant under &sect;6(d)(i) of the Contract
shall not apply to Rick Boyle.

SO AGREED this 1st day of April, 1998.

SELLERS:                                PURCHASER:


/s/ James P. Patton
--------------------------------        Able Telcom Holding Corp.
James P. Patton


/s/ Rick Boyle                          /s/ Frazier L. Gaines
--------------------------------        --------------------------------
Rick Boyle                              By: Frazier L. Gaines, President


/s/ C.K. McLemore, III                  /s/ Billy Ray
-------------------------------         ---------------------------------
C. K. McLemore, III                     I Attest: Billy Ray, CFO

