

                                                                EXHIBIT 10.35

            FINANCIAL ADVISOR AND PLACEMENT AGENT ENGAGEMENT LETTER


April 3, 1998


Mr Richard J. Sandulli
Executive Vice President
Able Telcom Holding Corp.
1601 Forum Place
Suite 1110
West Palm Beach, Florida 33401

Dear Dick:

This letter confirms our understanding that Washington Equity Partners
("W\E\P") has been engaged on an exclusive basis as financial advisor to and
sole placement agent for Able Telcom Holding Corp. (the "Company"), including
its successors and assigns, with respect to reviewing the Company's capital
structure, its principal businesses and its financing and refinancing
alternatives, in connection with raising funds through a private sale of debt
and/or equity or equity-linked securities of the Company or any entity formed
by or at the direction of the Company to issue such securities
(the "Securities") for the desired gross proceeds to consummate the acquisition
by the Company (the "Acquisition") directly or indirectly of all or part of MFS
Network Technologies ("MFSNT") (the "Financing"). If appropriate in connection
with performing its services for the Company hereunder, W\E\P may utilize the
services of one or more of its affiliates, in which case references herein to
W\E\P shall include such affiliates.

1.       W\E\P will perform the following financial advisory and investment
         banking services:

         (a)      W\E\P will familiarize itself to the extent it deems
                  appropriate and feasible with the business, operations,
                  properties, condition (financial and otherwise) and prospects
                  of the Company.

         (b)      If requested by the Company, W\E\P will advise and assist the
                  management of the Company in making appropriate presentations
                  to the Board of Directors of the Company concerning the
                  Acquisition and the Financing;

         (c)      W\E\P will (i) advise and assist the Company in its
                  negotiations regarding the Acquisition, including the
                  participation of management of MFSNT as appropriate, and (ii)
                  advise and assist the Company in the course of its
                  negotiations with potential purchasers of the Securities and
                  will participate directly in such negotiations;

         (d)      If W\E\P and the Company believe it to be advisable to issue
                  Securities, W\E\P will assist the Company in developing and
                  preparing an offering memorandum to be used in soliciting
                  potential purchasers of the Securities (as the same may be
                  amended from time to time, the "Memorandum"), it being agreed
                  that (i) such Memorandum shall be based entirely upon
                  information supplied by the Company, which information the
                  Company hereby warrants shall be complete and accurate in all
                  material respects, and not misleading, (ii) the Company shall
                  be solely responsible for the accuracy and completeness of
                  such Memorandum except for information supplied by W\E\P, and
                  (iii) other than as contemplated by this subparagraph, such
                  Memorandum shall not be used, reproduced, disseminated, quoted
                  or referred to at any time, in any manner or for any

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                  purpose, except with W\E\P's prior written consent, or except
                  as required by law or court process;

         (e)      W\E\P will use its best efforts to identify potential
                  purchasers of the Securities;

         (f)      W\E\P will assist the Company in marketing the Securities to
                  potential purchasers which have been approved by the Company.

         (g)      Subject to agreed upon reasonable compensation, if requested
                  by the Company, W\E\P shall render an opinion to the Board of
                  Directors of the Company as to whether the consideration to be
                  exchanged in the Acquisition and the structuring of any
                  related Financing is fair, from a financial point of view, to
                  the Company's shareholders, a copy of which opinion may be
                  provided by the Company to its shareholders;

         (h)      W\E\P will render such other financial advisory and investment
                  banking services as may from time to time be agreed upon by
                  W\E\P and the Company.

The Company acknowledges and agrees that nothing contained in this engagement
shall constitute a commitment by W\E\P to underwrite, place or purchase any
Securities.

2.       W\E\P's compensation for services rendered under this engagement will
         include the following cash fees:

         (a)      A financial advisory fee of $25,000, which is due and shall be
                  paid by the Company upon execution of this Agreement, and
                  which shall be credited against success fees contemplated
                  under paragraphs 2(b) and 2(c) below.

         (b)      If during the term of this engagement or within the 12 full
                  months following the termination of this engagement (the
                  "Financing Period"), (i) the Company consummates one or more
                  financings for the purpose of the Financing contemplated by
                  this engagement with any investor contacted by W\E\P during
                  the term of this Agreement or with any affiliate of any such
                  investor, which investor was identified to the Company in
                  writing during the term of this engagement or (ii) (A) the
                  Company receives and accepts written commitments for such
                  financing (the execution by a potential financing source and
                  the Company of a commitment letter or securities purchase
                  agreement shall be deemed to be receipt and acceptance of such
                  written commitment) and (B) at any time thereafter such
                  financing is consummated, the Company will pay to W\E\P upon
                  the closing date(s) thereof, the following (either as
                  placement fees or as underwriting discounts, as applicable):

                  (i)   2% of the gross proceeds of any senior indebtedness
                        issued by the Company;

                  (ii)  3% of the gross proceeds of any subordinated
                        indebtedness issued by the Company;

                  (iii) 4% of the gross proceeds of any equity securities issued
                        by the Company; and

                  (iv)  with respect to any other Securities issued by the
                        Company, such placement fee or underwriting discounts as
                        shall be mutually agreed by the Company and W\E\P.

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ABLE TELCOM HOLDING CORP.-W\E\P ENGAGEMENT LETTER AGREEMENT
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                  provided, however, that the success fees referenced in this
                  paragraph 2(b) shall not be payable in connection with any
                  indebtedness or securities issued to the seller in the
                  acquisition, but the value of any such securities shall be
                  included in the computation under 2(c) below.

                  It is understood and agreed that if the proceeds of any such
                  financing are to be funded in one or more stages, the
                  aggregate proceeds of such financing shall be deemed to have
                  been received, and W\E\P shall be entitled to its full fee
                  hereunder, upon the first closing date thereof.

         (c)      If the Acquisition is consummated during this engagement or
                  within 12 full months following the termination of this
                  engagement, the Company shall pay to W\E\P upon the closing
                  date an amount equal to (i) 2% of the aggregate purchase price
                  paid by the Company for such Acquisition (including the value
                  of any assets or subsidiaries or division transferred by the
                  Company as partial consideration for an Acquisition and the
                  value of any Securities issued to the seller) up to $50
                  million, and (ii) 1 1/2% of the aggregate purchase price paid
                  by the Company for such Acquisition (including such value) in
                  excess of $50 million.

         (d)      In connection with any Financing, the Company shall upon
                  request of W\E\P enter with W\E\P into an underwriting
                  agreement, placement agency agreement or purchase agreement
                  (in the event that W\E\P is the initial purchaser) as
                  applicable, in each case containing customary representations,
                  warranties, covenants, conditions, and indemnities, providing
                  for the discounts and fees described in subparagraph 2(b)
                  above. In no event, however, will the economic terms of any
                  such agreement be any less favorable to W\E\P than the
                  economic terms afforded to any other underwriter or placement
                  agent, as the case may be, participating in any Financing.

The Company shall bear all of its legal, accounting, printing and other expenses
in connection with the Acquisition and the offering and sale of any Securities.
It is understood that W\E\P will not be responsible for any fees, expenses or
commissions payable to any other advisors, underwriters or agents (if any)
utilized or retained by the Company or any offerees of the Securities.

3.       The Company recognizes and confirms that, in advising the Company, in
         assisting in the preparation of any Memorandum and in completing its
         engagement hereunder, W\E\P will be using and relying on publicly
         available information and on data, material and other information
         furnished to W\E\P by the Company and other parties. It is understood
         that in performing under this engagement W\E\P may assume and rely upon
         the accuracy and completeness of, and is not assuming any
         responsibility for independent verification of, such publicly available
         information and the other information so furnished.

4        The Company represents and warrants that all information and documents
         (including any Memorandum) furnished by the Company (either directly or
         through W\E\P) in connection with the Acquisition and to offerees of
         the Securities will not, at the time so furnished and at the time of
         the closing of the Acquisition or any Financing, contain any untrue
         statement of a material fact or omit to state a material fact necessary
         in order to make the statements therein, in light of the circumstances
         under which they were made, not misleading. If the Financing takes the
         form of a private placement, the Company agrees that any securities
         purchase agreements relating to such placement will contain such terms,
         covenants, conditions, representations, warranties and other
         provisions as are reasonably satisfactory in form and substance to
         W\E\P and its counsel.

                                        3

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5        The Company agrees that, at the closing of the Acquisition or any
         Financing if Securities are placed by W\E\P and as a condition thereof,
         the Company will deliver or cause to be delivered to W\E\P executed
         copies, addressed to W\E\P, of all opinions of counsel to the Company,
         certificates of the Company or its officers and letters of its
         accountants which are delivered to MFSNT or the seller of MFSNT or to
         any offerees or purchasers of the Securities during the course of the
         offering thereof or at the closing, in each case dated the date of such
         delivery, as well as a copy of any opinion of counsel to MFSNT or the
         seller of MFSNT or to any purchasers delivered to the Company regarding
         the Acquisition or the purchase of Securities.

6.       The Company will provide to W\E\P during the term of this engagement
         such information regarding the business and financial condition of the
         Company and its affiliates as W\E\P may request and as is reasonably
         required by W\E\P in order to perform its obligations hereunder,
         including without limitation such information as W\E\P may request in
         order to satisfy itself as to the accuracy of the Company's
         representation and warranty set forth in paragraph 4 hereof. All
         non-public information supplied by the Company will be kept
         confidential by W\E\P except to the extent required to be provided to
         purchasers of Securities or to the seller in the Acquisition, in
         accordance with the terms of this Agreement.

7        If the Financing includes a private placement of Securities, the
         Company represents and warrants and agrees that no offer or sale of
         securities of any class has been or will be made, which offer or sale
         would be integrated with the sale of the Securities under the
         Securities Act of 1933.

8.       The Company agrees to idemnify and hold harmless W\E\P and its
         affiliates, directors, officers, agents, employees and controlling
         persons, and each of their respective successors and permitted assigns
         (collectively, the "indemnified persons"), to the full extent lawful,
         from and against all losses, claims, damages, liabilities and expenses
         incurred by them which are related to or arise out of the Acquisition
         or the Financing or the engagement of W\E\P pursuant to, and the
         performance by W\E\P of the services contemplated by, this Agreement,
         and will reimburse any indemnified person for all reasonable expenses
         (including reasonable counsel fees and expenses) incurred, including
         expenses incurrred in connection with the investigation of, preparation
         for or defense of any pending or threatened claim or action or
         proceeding arising therefrom; provided, however, that the Company will
         not be liable under the foregoing indemnification provision to the
         extent that any loss, claim, damage, liability or expense is found in a
         final judgment by a court of competent jurisdiction to have resulted
         from W\E\P's bad faith, gross negligence or breach of this Agreement.

         W\E\P agrees to notify the Company promptly of the assertion against an
         indemnified person of any claim or the commencement of any action or
         proceeding relating to this indemnity provision, but failure to so
         notify the Company will relieve the Company from any liability which it
         may have hereunder only if and to the extent that such failure results
         in the forfeiture of any rights or defenses. The Company shall be
         entitled to assume the defense of any action against an indemnified
         person with counsel reasonably satisfactory to W\E\P, in such event any
         indemnified person shall have the right to retain its own counsel but
         only at its own expense. The Company shall not be liable under these
         indemnity provisions for any settlement made without the Company's
         written consent of any claim against any indemnified person, which
         consent shall not be unreasonably withheld. The provisions of this
         paragraph 8 shall survive any termination of this Agreement or
         completion of W\E\P's engagement hereunder.

9.       In addition to any fees payable by the Company to W\E\P hereunder, the
         Company shall, whether or not an Acquisition or a Financing shall be
         proposed or consummated,

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         reimburse W\E\P for its reasonable travel and other reasonable
         out-of-pocket expenses (including all disbursements and other charges
         of counsel to be retained by W\E\P, and of any other consultants and
         advisors retained by W\E\P, with the Company's prior written consent)
         incurred in connection with, or arising out of, W\E\P's activities
         under or contemplated by this engagement; provided, however, that W\E\P
         agrees that all such expenses shall not exceed $20,000 in the aggregate
         without the prior written approval of the Company. Such reimbursements
         shall be made promptly upon submission by W\E\P of statements for such
         expenses.

10       This Agreement may be terminated at any time by either W\E\P or the
         Company upon 60 days' prior written notice thereof to the other party;
         provided, however, that (a) termination of W\E\P's engagement hereunder
         shall not affect the Company's obligation to pay fees to the extent, in
         the amounts and at the times provided for in paragraph 2 hereof, and
         (b) termination of W\E\P's engagement hereunder shall not affect the
         Company's obligation to reimburse the expenses accruing prior to such
         termination to the extent provided for herein.

11       W\E\P has been retained under this Agreement as an independent
         contractor with duties owed solely to the Company. The advice (written
         or oral) rendered by W\E\P pursuant to this Agreement is intended
         solely for the benefit and use of the Board of Directors and senior
         management of the Company in considering the matters to which this
         Agreement relates, and the Company agrees that such advice may not be
         relied upon by any other person, used for any other purpose or
         reproduced, disseminated, quoted or referred to at any time, in any
         manner or for any purpose, nor shall any public reference to W\E\P be
         made by the Company or its representatives, without the prior written
         consent of W\E\P, which consent shall not be reasonably withheld or
         delayed (provided, however, that the Company may refer to W\E\P and its
         involvement in the Acquisition and any Financing in press releases, and
         in any notices and proxy solicitations to the Company's shareholders).

12.      The Company agrees that W\E\P shall have the right to place
         advertisements in financial and other newspapers and journals at its
         own expense describing its services to the Company hereunder, provided
         that W\E\P will submit a copy of any such advertisement to the Company
         for its approval, such approval shall not be unreasonably withheld or
         delayed.

13.      This Agreement and all controversies arising from or relating to
         performance under this Agreement shall be governed by and construed in
         accordance with the laws of the State of Delaware, without giving
         effect to such state's rules concerning conflicts of laws. ANY RIGHT TO
         TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR ACTION ARISING OUT OF THIS
         AGREEMENT OR CONDUCT IN CONNECTION WITH THIS ENGAGEMENT IS HEREBY
         WAIVED.

14.      This Agreement may be executed in counterparts, each of which together
         shall be considered a single document. This Agreement shall be binding
         upon W\E\P and the Company and their respective successors and assigns,
         provided, however, that this Agreement shall not be assignable by
         W\E\P. This Agreement is not intended to confer any rights upon any
         shareholder, owner, or partner of the Company, or any other person not
         a party hereto other than the indemnified persons referred to above.
         This Agreement represents the entire agreement of the parties and may
         not be amended or waived except by a writing signed by both parties.

15.      It is understood and agreed that W\E\P and its affiliates may from time
         to time make a market in, have a long or short position in, buy and
         sell or otherwise effect transactions for customer accounts and for
         their own accounts in the securities of, or perform

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         investment banking or other services, for, the Company and other
         entities which are or may be the subject of the engagement contemplated
         by this Agreement.

16.      Any payments to be made to W\E\P hereunder shall be in U.S. dollars and
         shall be free of all withholding, stamp and other taxes and of all
         other government charges of any nature whatsoever, and shall not be
         increased or grossed up to take into account W\E\P's income tax or
         other tax obligations.

We are pleased to accept this engagement and look forward to working with the
Company. Please confirm that the foregoing is in accordance with your
understanding by signing and returning to us the enclose duplicate of this
letter, which shall thereupon constitute a binding agreement between the Company
and W\E\P.

                                        Very truly yours,

                                        Washington Equity Partners (W\E\P)


                                        By: /s/ Thomas Davidson
                                            -----------------------------------
                                            Name: Thomas Davidson
                                            Title: Managing Director


Accepted and agreed to:

ABLE TELCOM HOLDING CORP.


By: /s/ Gideon Taylor
    -------------------------------
    Name:  Gideon Taylor
    Title: Chairman

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