<SUBMISSION>
<ACCESSION-NUMBER>0000950144-00-008903
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>6
<PERIOD>20000707
<ITEMS>5
<ITEMS>7
<FILING-DATE>20000720
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>ABLE TELCOM HOLDING CORP
<CIK>0000826411
<ASSIGNED-SIC>1731
<IRS-NUMBER>650013218
<STATE-OF-INCORPORATION>FL
<FISCAL-YEAR-END>1031
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-21986
<FILM-NUMBER>675964
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>1000 HOLCOMB WOODS PARKWAY
<STREET2>SUITE 440
<CITY>ROSWELL
<STATE>GA
<ZIP>30076
<PHONE>7709931570
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>1601 FORUM PLACE
<STREET2>STE 305
<CITY>WEST PALM BEACH
<STATE>FL
<ZIP>33401
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>DELTA VENTURE FUND INC
<DATE-CHANGED>19890312
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>e8-k.txt
<DESCRIPTION>ABLE TELCOM HOLDING CORP.
<TEXT>

<PAGE>   1


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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

                                   FORM 8 - K

                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(D) OF
                     THE SECURITIES AND EXCHANGE ACT OF 1934

                  Date of earliest event reported: July 7, 2000

                            ABLE TELCOM HOLDING CORP.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                 FLORIDA                      0-21986            65-0013218
     (STATE OF OTHER JURISDICTION OF        (COMMISSION       (IRS EMPLOYER
     INCORPORATION OR ORGANIZATION)         FILE NUMBER)     IDENTIFICATION NO.)

            1000 HOLCOMB WOODS PARKWAY
                     SUITE 440
                 ROSWELL, GEORGIA                                   30076
     (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                     (ZIP CODE)

                                 (770) 993-1570
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

                                 NOT APPLICABLE
              (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR,
                          IF CHANGED SINCE LAST REPORT)


<PAGE>   2


                            ABLE TELCOM HOLDING CORP.

                                    FORM 8-K
                                 CURRENT REPORT

                                EXPLANATORY NOTE

Able Telcom Holding Corp. ("Registrant" or "Company") is filing this Form 8-K to
disclose (i) the terms of the settlement agreement dated July 7, 2000 between
the Company and Sirit Technologies, Inc., (the "Settlement Agreement") and (ii)
certain amendments, as provided for in the Settlement Agreement, to its existing
agreements with its former Series B Preferred Stock holders and its current
Series C Preferred Stock holders.

ITEM 5.  OTHER EVENTS

The Company and Sirit Technologies, Inc. ("Sirit") entered into the Settlement
Agreement to settle Sirit Technologies, Inc. vs. Able Telcom Holding Corp. (Case
Number 98-1153, United States District Court, Southern District of Florida). The
Settlement Agreement resulted in the entry of a Consent Judgment pursuant to
which the Court's Entry of Judgment Following Jury Verdict, dated May 16, 2000,
in the amount of $31.5 million, was vacated. Under the Settlement Agreement, the
Company agreed to make a cash payment of $5.0 million to Sirit and to use its
best efforts to obtain all necessary corporate, regulatory and shareholder
approvals required to issue to Sirit and register with the SEC on an effective
Form S-1 Registration Statement approximately 5.0 million shares of Company
common stock on or before November 30, 2000. If certain events, including both
shareholder approval and registration, do not occur by November 30, 2000, the
Company will be obligated under the Settlement Agreement to pay Sirit $20.0
million instead of issuing the common shares. Sirit also has the right to buy
additional shares from the Company, if the Company sells additional shares
within the next two years, on the same terms as the shares are sold to third
parties in an amount sufficient to maintain its pro rata ownership of common
stock. However, this right will not apply if the Company sells shares at a price
of at least $10.00 per share. For more detailed information, please refer to
Exhibit 10.52, the Agreement, which is filed as part of this Current Report on
Form 8-K.

In conjunction with the Agreement, the Company entered into certain amendments
("Amendments") to the agreements with its holders of Series B Preferred Stock
and Series C Preferred Stock dated February 4, 2000. No shares of Series B
Preferred Stock are now outstanding. The Amendments set a fixed $4.00 per share
price for converting the Series C Preferred Stock, for an aggregate of 3.75
million shares of common stock, and extend the required date for registration of
these common shares from October 31, 2000 until November 30, 2000. The
conversion of the preferred shares is dependent upon shareholder approval of an
increase in the number of authorized shares of common stock of the Company and
of their issuance. If the shareholders fail to approve this issuance or the
Company fails to have these shares registered by November 30, 2000, the holders
of the Series C Preferred Stock will be entitled to a cash payment of $18.0
million. Further, the Series C Preferred Stock holders were issued additional
warrants to purchase 750,000 shares of common stock at prices ranging from $6-8
per share. The Series C Preferred Stock holders further agreed to surrender
their right to


<PAGE>   3

purchase additional shares of preferred stock from the Company. For more
detailed information, please refer to Exhibit 10.52, which is filed as part of
this Current Report on Form 8-K.

In addition, as provided in the Settlement Agreement, WorldCom, the Company's
largest customer and shareholder, agreed to (i) extend the term of the existing
Master Services Agreement with the Company by three years to July 1, 2006 and
(ii) to convert debt of approximately $36.5 million which is currently due from
the Company into seven-year term debt. WorldCom and the Company are currently
negotiating documentation to effect these agreements. For more detailed
information, please refer to Exhibit 10.52, which is filed as part of this
Current Report on Form 8-K.


<PAGE>   4


ITEM 7.    FINANCIAL STATEMENTS AND EXHIBITS

(c)  Exhibits

<TABLE>
<CAPTION>

EXHIBIT
NO.                                  DESCRIPTION
-------                              -----------

<S>      <C>
2.5.4    Master Services Agreement between WorldCom Network Services, Inc. and
         MFS Network Technologies, Inc. dated as of July 2, 1998 (exhibits
         omitted) (1)

4.19     Series B Convertible Preferred Stock Exchange Agreement by and between
         Able Telcom Holding Corp. and the RoseGlen Group dated February 4, 2000
         (2)

4.19.1   Amendment No. 1 to Securities Exchange Agreement and Related
         Registration Rights Agreement of Able Telcom Holding Corp. [RGC
         International Investors, LDC], dated July 7, 2000.

4.21     Registration Rights Agreement associated with Series B Convertible
         Preferred Stock Exchange Agreement (2)

4.21.1   Amendment No. 1 to Securities Exchange Agreement and Related
         Registration Rights Agreement of Able Telcom Holding Corp., dated July
         7, 2000.

4.22     Series C Convertible Preferred Stock Purchase Agreement (2)

4.22.1   Amendment No. 1 to Able Telcom Holding Corp. Series C Convertible
         Preferred Stock Purchase Agreement and Related Agreements, dated July
         7, 2000.

10.52    Settlement Agreement, between the Sirit Parties and the Able Parties,
         dated July 7, 2000.

99       Press Release issued July 12, 2000


         (1)      Incorporated by reference from an exhibit to the Company's
                  Current Report on Form 8-K (File No. 0-21986), as filed August
                  3, 1998.

         (2)      Incorporated by reference from an exhibit to the Company's
                  Annual Report of Form 10-K (File No. 0-21986), for the fiscal
                  year ended October 31, 1999, as filed February 22, 2000.


</TABLE>


<PAGE>   5

                                   SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned there unto duly authorized.


                                          ABLE TELCOM HOLDING CORP.
                                               (The Company)



                                          /s/ BILLY V. RAY, JR.
                                          --------------------------------------
Date: July 14, 2000                       Name:    Billy V. Ray, Jr.
                                          Title:   Chief Executive Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.19.1
<SEQUENCE>2
<FILENAME>ex4-19_1.txt
<DESCRIPTION>AMENDMENT NO.1 TO SECURITIES EXCHANGE AGREEMENT
<TEXT>

<PAGE>   1

                                                                  EXHIBIT 4.19.1

              AMENDMENT NO. 1 TO SECURITIES EXCHANGE AGREEMENT AND
          RELATED REGISTRATION RIGHTS AGREEMENT OF ABLE TELCOM HOLDING
                                      CORP.
                       [RGC INTERNATIONAL INVESTORS, LDC]

         This Amendment No. 1 ("Amendment No. 1") dated as of July 7, 2000 to
the Securities Exchange Agreement dated as of February 4, 2000 ("Exchange
Agreement"), by and between RGC International Investors, LDC ("Holder") and Able
Telcom Holding Corp. (the "Company"), and an amendment to a related Registration
Rights Agreement entered into by the Holder and the Company pursuant to the
Exchange Agreement as specifically described herein.

                                    RECITALS

         WHEREAS, in June 1998 the Company issued, pursuant to a Purchase
Agreement (the "Series B Purchase Agreement") to the Holder, 2000 shares of
Series B Preferred Stock, and in connection therewith, the Holder and the
Company entered into a Registration Rights Agreement substantially in the form
of Exhibit A hereto (the "Series B Registration Rights Agreement"), the Articles
of Amendment substantially in the form of Exhibit B hereto (the "Series B
Articles of Amendment") and other documents related to the issuance of Series B
Preferred Stock and included as exhibits to the Company's public filings with
the Securities and Exchange Commission (the "Series B Agreements" and
collectively with the Series B Registration Rights Agreement and the Series B
Articles of Amendment, the "Series B Documents"); and

         WHEREAS, in February 2000 the Holder and the Company entered into the
Exchange Agreement, a copy of which is attached as Exhibit C and incorporated by
reference herein, whereby, in exchange for the surrender to the Company by the
Holder of 375 Preferred Shares (constituting all the Company's Series B
Preferred Shares then still held by the Holder), the Company issued 500,000
shares of Company Common Stock, $0.001 par value per share (the "Common Stock"),
plus $5,031,978 in cash, and the registration rights and warrants described in
the next succeeding paragraphs; and

         WHEREAS, the Company and the Holder, as of February 4, 2000, entered
into a Registration Rights Agreement ("Exchange Registration Rights Agreement")
substantially in the form of Exhibit D attached hereto and incorporated by
reference herein, to provide for the registration of the shares of Common Stock
issued to the Holder pursuant to the Exchange Agreement and the shares
underlying the Warrants issued pursuant to the Exchange Agreement; and

         WHEREAS, the Company issued to the Holder warrants for 100,000 shares
of Common Stock, referred to as the "Warrants", a form of the Warrant being
substantially in the form as Exhibit F hereto which form shall be incorporated
by reference herein; and

         WHEREAS, the Company and the Holder are entering into this Amendment
No. 1 in connection with the Company's settlement of its obligation to Sirit
Technologies, Inc. ("Sirit"), as


                                     - 1 -
<PAGE>   2

described in the Settlement Agreement between the Sirit Parties and the Able
Parties (as each of those terms are defined in the Sirit Settlement Agreement)
dated as of July 7, 2000 (the "Sirit Agreement"); and

         WHEREAS, the Holder and the Company wish in this Amendment No. 1 to
amend the Exchange Agreement and the Exchange Registration Rights Agreement, but
not the Warrant or the other Series B Documents (together, the "Transaction
Documents"); and

         WHEREAS, the Company will, as promptly as possible, call and hold a
shareholders meeting to consider and approve (1) an amendment to the Company's
Articles of Incorporation to increase the number of shares of authorized Common
Stock to 100,000,000 shares of Common Stock; (2) one or more proposals to issue
the shares of Common Stock pursuant to this Amendment No. 1 and pursuant to
certain other agreements between the Holder and the Company; (to the extent
shareholder approval of such issuance is required) and (3) a proposal to issue
shares of Common Stock pursuant to the Sirit Agreement (matters (1), (2) and (3)
together, the "Shareholder Proposals").

         NOW, THEREFORE, intending to be legally bound hereby, the Parties agree
that all capitalized terms not defined herein shall have the meanings ascribed
to them in the Exchange Agreement and as follows:

1.       Recitals. The above recitals are true, correct and incorporated herein
by reference.

2.       Amendment to Exchange Registration Rights Agreement to Revise
Definition of Registration Deadline.

         The term "Registration Deadline" in Section 1 of the Exchange
Registration Agreement shall be amended and restated in its entirety to read as
follows:

                           "Registration Deadline" shall mean the date
                  the Company, using its Best Efforts, is able to
                  secure the effectiveness of the Registration
                  Statement (defined herein); provided, however, that
                  in no event shall the Registration Deadline be later
                  than November 30, 2000."

3.       Agreement with Respect to Bankruptcy.

         The Holder agrees not to place Able in involuntary bankruptcy from the
date of this Agreement until either (a) if the Sirit Shares are issued prior to
December 1, 2000, 91 days following the issuance of the Sirit Shares; or (b) if
the Sirit Shares are not issued by December 1, 2000, for 91 days following the
date on which the Consent Judgment has been paid or satisfied in full (but in no
event later than May 31, 2001).


                                     - 2 -
<PAGE>   3

4.       Proxy.

         The Holder shall execute a form of proxy attached to this Amendment No.
1 as Exhibit "F" whereby the Holder agrees to vote any shares of Common Stock
held by the Holder in support of the Shareholder Proposals.

5.       Condition to Effectiveness of Amendment No. 1.

         This Amendment No. 1 shall not be effective until all of the conditions
contained in Section XI (other than Condition XI.B. which is covered by this
Amendment No. 1) of the Sirit Agreement have been satisfied in full (unless
waived by the Investors).

         The Company shall inform the Holder in writing upon the satisfaction of
such conditions. The Holder may waive satisfaction of such conditions at any
time.

6.       Miscellaneous.

         a.       Entire Understanding. This Amendment No. 1, together with the
Transaction Documents, contains the entire understanding of the parties with
respect to the matters covered hereby. Except as set forth in this Amendment No.
1, the terms of the Transaction Documents shall remain in full force and effect.

         b.       Further Actions. The Company and the Holder acknowledge that
this Amendment No. 1 is being entered into in connection with the Company's
settlement of its obligation to Sirit arising out of certain litigation with the
Sirit. The Company and the Holder agree that they shall take such further
actions as may be required to effect the intent and purpose of this Amendment
No. 1, including the filing of amended Articles of Amendment and the execution
of any further amendments to any of the Transaction Documents, as may be
reasonably requested by the Company or any Investor, to carry out the purpose
and intention of this Agreement.

         c.       Governing Law. This Amendment No. 1 shall be governed by and
construed and enforced in accordance with the laws of the State of New York
applicable to agreements executed and to be performed entirely within such state
and, where applicable, federal law.

         d.       Counterpart Signatures. This Amendment No. 1 may be executed
in two or more counterparts, all of which shall be considered one and the same
amendment, it being understood that all parties need not sign the same
counterpart.

         e.       Construction. The language in this Amendment No. 1 will be
deemed to be the language chosen by the parties to express their mutual intent,
and no rules of strict construction shall be applied against any party.

         f.       Conflict with other Documents. To the extent that the
provisions of any of the Transaction Documents conflict with this Amendment No.
1, the terms of this Amendment No. 1 shall govern provided that, the parties
acknowledge and agree that if any references to section or paragraph number are
not accurately reflected in this Amendment No. 1, then this Amendment No.


                                     - 3 -
<PAGE>   4

1 shall be amended to reflect such changes without any further actions on the
part of any of the parties.

                          [SIGNATURES ON THE NEXT PAGE]


                                     - 4 -
<PAGE>   5

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment No. 1 to be
executed as of the day and year first above written.

                                       HOLDER:

                                       RGC INTERNATIONAL INVESTORS, LDC
                                       By:    Rose Glen Capital Management, L.P.
                                              Investment Manager

                                       By:    RGC General Partner Corp.
                                              As General Partner


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

                                       ABLE TELCOM HOLDING CORP.


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


                                     - 5 -
<PAGE>   6

                                   EXHIBIT "F"

                            ABLE TELCOM HOLDING CORP.
                                      PROXY

I appoint Michael Brenner and Edward Z. Pollock, or either one, the
undersigned's proxy to vote all of its shares of common stock of Able Telcom
Holding Corp. that are entitled to vote at any meeting of Able Telcom Holding
Corp. shareholders called to approve the Shareholder Proposals (as defined in
Amendment No. 1 to Securities Exchange Agreement and Related Registration Rights
Agreement of the Company and the undersigned dated as of July 7, 2000),
including the proposal to issue to Sirit Technologies shares of Common Stock
pursuant to the Settlement Agreement, dated as of July 7, 2000 (the "Sirit
Agreement"), between the "Sirit Parties" and the "Able Parties"; as each of
those terms is defined in the Sirit Agreement, a copy of which Sirit Agreement
is attached as Exhibit "A," in favor of the Shareholder Proposals. This proxy
shall expire and be of no further force and effect after December 1, 2000.

----------------, --------

(Complete above date and sign your name as it appears below. If more than one
name appears, each person should sign).

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


                                             By:
                                                 -------------------------------
                                             Name:
                                                   -----------------------------
                                             Its:
                                                  ------------------------------
                                             Number of shares of common stock
----------------------------------------


                                     - 6 -
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.21.1
<SEQUENCE>3
<FILENAME>ex4-21_1.txt
<DESCRIPTION>AMENDMENT NO.1 SECURITIES EXCHANGE AGREEMENT
<TEXT>

<PAGE>   1

                                                                  EXHIBIT 4.21.1

          AMENDMENT NO. 1 TO SECURITIES EXCHANGE AGREEMENT AND RELATED
           REGISTRATION RIGHTS AGREEMENT OF ABLE TELCOM HOLDING CORP.

This Amendment No. 1 ("Amendment No. 1") dated as of July 7, 2000 to the
Securities Exchange Agreement dated as of February 4, 2000 ("Exchange
Agreement"), by and among Halifax Fund, L.P., The Gleneagles Fund Company,
Palladin Overseas Fund Limited, Colonial Penn Life Insurance Company, Palladin
Securities, L.L.C. and Palladin Partners I, L.P. (collectively, "Holders") and
Able Telcom Holding Corp. (the "Company"), and an amendment to a related
Registration Rights Agreement entered into by the holders and the Company
pursuant to the Exchange Agreement as specifically described herein.

                                    RECITALS

         WHEREAS, in June 1998 the Company issued, pursuant to a Purchase
Agreement (the "Series B Purchase Agreement") to the Holders, 404 shares of
Series B Preferred Stock, and in connection therewith, the Holders and the
Company entered into a Registration Rights Agreement substantially in the form
of Exhibit A hereto (the "Series B Registration Rights Agreement"), the Articles
of Amendment substantially in the form of Exhibit B hereto (the "Series B
Articles of Amendment") and other documents related to the issuance of Series B
Preferred Stock and included as exhibits to the Company's public filings with
the Securities and Exchange Commission (the "Series B Agreements" and
collectively with the Series B Registration Rights Agreement and the Series B
Articles of Amendment, the "Series B Documents"); and

         WHEREAS, in February 2000 the Holders and the Company entered into the
Exchange Agreement, a copy of which is attached as Exhibit C and incorporated by
reference herein, whereby, in exchange for the surrender to the Company by the
Holders of 154 Preferred Shares (constituting all the Company's Series B
Preferred Shares then still held by the Holders), the Company issued 301,787
shares of Company Common Stock, $0.001 par value per share (the "Common Stock"),
plus $5,816,394 in cash, and the registration rights and warrants described in
the next succeeding paragraphs; and

         WHEREAS, Section 1.2 of the Exchange Agreement provides that an
additional amount of cash will be paid to the Holders by the Company 100 Trading
Days after the date of the date of the Exchange Agreement;

         WHEREAS, the Company and the Holders, as of February 4, 2000, entered
into a Registration Rights Agreement ("Exchange Registration Rights Agreement")
substantially in the form of Exhibit D attached hereto and incorporated by
reference herein, to provide for the registration of the shares of Common Stock
issued to the Holders pursuant to the Exchange Agreement; and

         WHEREAS, the Company issued to the Holders warrants for 66,246 shares
of Common


                                     - 1 -
<PAGE>   2

Stock, referred to as the "First Exchange Warrants", a form of the First
Exchange Warrant being substantially in the form as Exhibit E hereto and which
form shall be incorporated by reference herein; and

         WHEREAS, the Company issued to the Holders warrants for 100,000 shares
of Common Stock, referred to as the "Second Exchange Warrants", a form of the
Second Exchange Warrant being substantially in the form as Exhibit F hereto
which form shall be incorporated by reference herein; and

         WHEREAS, the Company and the Holder are entering into this Amendment
No. 1 in connection with the Company's settlement of its obligation to Sirit
Technologies, Inc. ("Sirit"), as described in the Agreement between the Sirit
Parties and the Able Parties (as each of those terms are defined in the Sirit
Agreement) dated as of July 7, 2000 (the "Sirit Agreement"); and

         WHEREAS, the Holders and the Company wish in this Amendment No. 1 to
amend the Exchange Agreement and the Exchange Registration Rights Agreement, but
not the First Exchange Warrant or the Second Exchange Warrant or the other
Series B Documents (together, the "Transaction Documents"); and

         WHEREAS, the Company will, as promptly as possible, call and hold a
shareholders meeting to consider and approve (1) an amendment to the Company's
Articles of Incorporation to increase the number of shares of authorized Common
Stock to 100,000,000 shares of Common Stock; (2) one or more proposals to issue
the shares of Common Stock pursuant to this Amendment No. 1 and pursuant to
certain other agreements between the Holder and the Company; and (3) a proposal
to issue shares of Common Stock pursuant to the Sirit Agreement (matters (1),
(2) and (3) together, the "Shareholder Proposals").


         NOW, THEREFORE, intending to be legally bound hereby, the Parties agree
that all capitalized terms not defined herein shall have the meanings ascribed
to them in the Exchange Agreement and as follows:

1.       Recitals. The above recitals are true, correct and incorporated herein
by reference.

2.       Amendment to Section 1.2 of the Exchange Agreement.

         Section 1.2 of the Exchange Agreement shall be revised and restated in
its entirety to read as follows:

                  "On or before December 1, 2000, the Company shall issue to the
         Holders, pro rata in accordance with the number of shares purchased by
         the Holders at the Closing, 1,057,031 shares of Common Stock; provided
         that the Company's shareholders have, prior to December 1, 2000,
         approved the Shareholder Proposals. In the event that the shareholders
         have not, prior to December 1, 2000, approved the Shareholder
         Proposals, upon demand at the option of the Holders in lieu of issuing
         such shares, the Company shall pay to the Holders, pro rata, $4,228,124
         in cash, by wire transfer or (b) the Company shall upon


                                     - 2 -
<PAGE>   3

         demand by the Holders at any time after the Shareholder Proposals have
         been approved, issue such shares of Common Stock."

3.       Amendment to Exchange Registration Rights Agreement to Revise
Definition of Registration Deadline.

         The term "Registration Deadline" in Section 1 of the Exchange
Registration Agreement shall be amended and restated in its entirety to read as
follows:

                  "Registration Deadline" shall mean the date the Company, using
                  its Best Efforts, is able to secure the effectiveness of the
                  Registration Statement (defined herein); provided, however,
                  that in no event shall the Registration Deadline be later than
                  November 30, 2000."

4.       Agreement with Respect to Bankruptcy.

         The Holders agree not to place Able in involuntary bankruptcy from the
date of this Agreement until either (a) if the Sirit Shares are issued prior to
December 1, 2000, 91 days following the issuance of the Sirit Shares; or (b) if
the Sirit Shares are not issued by December 1, 2000, for 91 days following the
date on which the Consent Judgment has been paid or satisfied in full, but in no
event later than May 31, 2001.

5.       Proxy.

         Each of the Holders shall execute a form of proxy attached to this
Amendment No. 1 as Exhibit "F" whereby the Holders agrees to vote any shares of
Common Stock held by the Holders in support of the Shareholder Proposals.

6.       Condition to Effectiveness of Amendment No. 1.

         This Amendment No. 1 shall not be effective until all of the conditions
contained in Section XI (other than Condition XI.B. which is covered by this
Amendment No. 7) of the Sirit Agreement have been satisfied in full (unless
waived by the Holders).

         The Company shall inform the Holders in writing upon the satisfaction
of such conditions. The Holders may waive satisfaction of such conditions at any
time.

7.       Miscellaneous.

         a.       Entire Understanding. This Amendment No. 1, together with the
Transaction Documents, contains the entire understanding of the parties with
respect to the matters covered hereby. Except as set forth in this Amendment No.
1, the terms of the Transaction Documents shall remain in full force and effect.


                                     - 3 -
<PAGE>   4

         b.       Further Actions. The Company and the Holders acknowledge that
this Amendment No. 1 is being entered into in connection with the Company's
settlement of its obligation to Sirit arising out of certain litigation with the
Sirit. The Company and the Holders agree that they shall take such further
actions as may be required to effect the intent and purpose of this Amendment
No. 1, including the filing of amended Articles of Amendment and the execution
of any further amendments to any of the Transaction documents, as may be
reasonably requested by the Company or any Investor, to carry out the purpose
and intention of this Agreement.

         c.       Governing Law. This Amendment No. 1 shall be governed by and
construed and enforced in accordance with the laws of the State of New York
applicable to agreements executed and to be performed entirely within such state
and, where applicable, federal law.

         d.       Counterpart Signatures. This Amendment No. 1 may be executed
in two or more counterparts, all of which shall be considered one and the same
amendment, it being understood that all parties need not sign the same
counterpart.

         e.       Construction. The language in this Amendment No. 1 will be
deemed to be the language chosen by the parties to express their mutual intent,
and no rules of strict construction shall be applied against any party.

         f.       Conflict with other Documents. To the extent that the
provisions of any of the Transaction Documents conflict with this Amendment No.
1, the terms of this Amendment No. 1 shall govern provided that, the parties
acknowledge and agree that if any references to section or paragraph number are
not accurately reflected in this Amendment No. 1, then this Amendment No. 1
shall be amended to reflect such changes without any further actions on the part
of any of the parties.

                          [SIGNATURES ON THE NEXT PAGE]


                                     - 4 -
<PAGE>   5

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment No. 1 to be
executed as of the day and year first above written.

                        HOLDERS:

                        HALIFAX FUND, L.P.
                        THE GLENEAGLES FUND COMPANY
                        PALLADIN OVERSEAS FUND LIMITED
                        COLONIAL PENN LIFE INSURANCE
                        COMPANY


                        By:
                               -------------------------------------------------
                               The Palladin Group, L.P., as Attorney-in-Fact and
                               Investment Advisor
                        Name:  Robert L. Chender
                        Title: Managing Director

                        PALLADIN SECURITIES L.L.C.


                        By:
                               -------------------------------------------------
:                       Name:  Robert L. Chender
                        Title: Principal

                        PALLADIN PARTNERS I, L.P.


                        By:
                               -------------------------------------------------
                               The Palladin Group, L.P., as Attorney-in-Fact and
                               Investment Advisor
                        Name:  Robert L. Chender
                        Title: Managing Director

                        ABLE TELCOM HOLDING CORP.


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


                                     - 5 -
<PAGE>   6

                                   EXHIBIT "F"

                            ABLE TELCOM HOLDING CORP.
                                      PROXY

I appoint Michael Brenner and Edward Z. Pollock, or either one, the
undersigned's proxy to vote all of its shares of common stock of Able Telcom
Holding Corp. that are entitled to vote at any meeting of Able Telcom Holding
Corp. shareholders called to approve the Shareholder Proposals (as defined in
Amendment No. 1 to the Securities Exchange Agreement and related Registration
Rights Agreement of the Company and the undersigned dated as of July 7, 2000),
including the proposal to issue to Sirit Technologies shares of Common Stock
pursuant to the Settlement Agreement, dated July 7, 2000 (the "Sirit
Agreement"), between the "Sirit Parties" and the "Able Parties"; as each of
those terms is defined in the Sirit Agreement, a copy of which Sirit Agreement
is attached as Exhibit "A," in favor of the Shareholder Proposals. This proxy
shall expire and be of no further force and effect after December 1, 2000.

----------------, --------

(Complete above date and sign your name as it appears below. If more than one
name appears, each person should sign).

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


                                             By:
                                                 -------------------------------
                                             Name:
                                                   -----------------------------
                                             Its:
                                                  ------------------------------
                                             Number of shares of common stock
----------------------------------------


                                     - 6 -
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.22.1
<SEQUENCE>4
<FILENAME>ex4-22_1.txt
<DESCRIPTION>AMENDMENT NO.1 TO STOCK PURCHASE AGREEMENT
<TEXT>

<PAGE>   1

                                                                  EXHIBIT 4.22.1

        AMENDMENT NO. 1 TO ABLE TELCOM HOLDING CORP. SERIES C CONVERTIBLE
           PREFERRED STOCK PURCHASE AGREEMENT AND RELATED AGREEMENTS

This Amendment No. 1 ("Amendment No. 1") dated July 7, 2000 amends (i) the
Convertible Preferred Stock Purchase Agreement ("Purchase Agreement") dated as
of February 4, 2000 between Able Telcom Holding Corp., a Florida corporation
(the "Company"), and each person or entity listed as an Investor on Schedule I
to this Amendment No. 1 (each, individually, an "Investor" and, collectively,
the "Investors") and (ii) certain other related agreements referenced in this
Amendment No. 1.

                              W I T N E S S E T H:

         WHEREAS, the Company and the Investors entered into the Purchase
Agreement pursuant to which the Investors purchased 5,000 shares of Series C
Convertible Preferred Stock (the "Series C Preferred Stock/Preferred Shares")
from the Company, which Series C Preferred Stock has the rights and remedies set
forth in the Articles of Amendment setting forth the terms of the Series C
Preferred Stock ("Articles of Amendment") in the form of Exhibit A attached
hereto and incorporated herein by reference; and

         WHEREAS, the Company and the Investors, as of February 4, 2000, entered
into a Registration Rights Agreement ("Registration Rights Agreement")
substantially in the form of Exhibit B attached hereto and incorporated herein
by reference; and

         WHEREAS, the Company issued to the Investors warrants ("Series C
Warrants") to purchase up to 200,000 shares of common stock, $0.001 par value
per share, of the Company ("Common Stock"), a form of warrant being
substantially in the form as Exhibit C hereto and incorporated herein by
reference (the Purchase Agreement, the Articles of Amendment, the Registration
Right Agreement and the Series C Warrants, collectively, the "Transaction
Documents"); and

         WHEREAS, the Company and the Investors are entering into this Amendment
No. 1 in connection with the Company's settlement of its obligation to Sirit
Technologies, Inc. ("Sirit"), as described in the Agreement between the Sirit
Parties and the Able Parties (as each of those terms are defined in the Sirit
Agreement) dated as of July 7, 2000 (the "Sirit Agreement").

         WHEREAS, the Company will, as promptly as possible, call and hold a
shareholders meeting to consider and approve (1) an amendment to the Company's
Articles of Incorporation to increase the number of shares of authorized Common
Stock to 100,000,000 shares of Common Stock; (2) one or more proposals to issue
the shares of Common Stock pursuant to this Amendment No. 1 and pursuant to
certain other agreements between the Investors and the Company; and (3) a
proposal to issue shares of Common Stock pursuant to the Sirit Agreement
(matters (1), (2) and (3) together, the "Shareholder Proposals").


                                       1
<PAGE>   2

         NOW, THEREFORE, in consideration of the foregoing premises and the
covenants herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree that all capitalized terms used herein and not defined herein shall have
the meanings ascribed to them in the respective Transaction Document and as
follows:

1.       Recitals. The above recitals are true, correct and incorporated herein
         by reference.

2.       Amendments Affecting Conversion Price Contained in Articles of
         Amendment.

         Section 3(b)(iii) of the Articles of Amendment shall be amended and
restated in its entirety to read as follows:

         "'Conversion Price' shall mean, as of any Conversion Date (as defined
in Section 3(e)) or other date of determination, a price equal to $4.00."

3.       Permitted Issuance of Shares to Sirit and the Investors.

         Section 3(c)(i) of the Articles of Amendment shall be amended to add
the following clause to the end of the parenthetical in the first sentence of
Section 3(A):

         "or (z) pursuant to Section II(B)(1) of the Agreement between Sirit
Technologies, Inc., the Company and certain other parties as specified therein,
dated July 7, 2000 or (xx) to any of the Investors or any "Holder" or "Holders",
as such terms are defined in (A) Amendment No. 1 to the Securities Exchange
Agreement of Able Telcom Holding Corp. dated July 7, 2000 between the Company
and Halifax Fund, L.P., The Gleneagles Fund Company, Palladin Partners I, L.P
(the "Amendment No. 1 to the Palladin Exchange Agreement"), or (B) Amendment No.
1 to the Securities Exchange Agreement of Able Telcom Holding Corp. dated July
7, 2000 between the Company and RGC International Investors, LDC (the "Amendment
No. 1 to the RoseGlen Exchange Agreement")."

4.       Limitation on Number of Shares of Common Stock that may be Issued to
         Holders Prior to November 30, 2000.

         Subject to the provisions of Section 3(c) (ii), (iii), (iv) and (iv) of
the Articles of Amendment and notwithstanding any adjustment to the Conversion
Price that may have occurred pursuant to Section 3(c)(i) of the Articles of
Amendment, the Investors agree that they shall not, prior to November 30, 2000,
convert (on a pro rata basis according to the Investors' holdings of Series C
Preferred Stock immediately after the Closing under the Purchase Agreement)
shares of Series C Preferred Stock to acquire more than 3,750,000 shares of
Common Stock.

5.       Dividends.

         Section (2) of the Articles of Amendment shall be amended to add the
following sentence to the end of such Section:


                                       2
<PAGE>   3

         "Notwithstanding the foregoing, all dividends that will have accrued
through November 30, 2000 shall be paid in cash on or before December 1, 2000
and shall not accrete to the Liquidation Value; provided that to the extent any
such dividends are not paid by the Company in cash for any reason on or before
December 1, 2000, such dividends not so paid shall accrete to the Liquidation
Value.

6.       Conversion Rights.

         Notwithstanding anything else in this Agreement or any of the
Transaction Documents to the contrary, the Investors hereby agree that they
shall not convert any of their Preferred Shares until the earlier to occur of
(i) shareholder approval having been obtained to (A) issue shares of Common
Stock to the Investors pursuant to the Articles of Amendment; and (B) increase
its authorized capital stock to 100,000,000 shares of Common Stock; and (ii)
December 1, 2000.

7.       Amendment to Redemption Right in Articles of Amendment.

         Section 3(f)(i) of the Articles of Amendment shall be amended and
restated in its entirety to read as follows:

                  (i) First Company Redemption Rights. Subject to the
                  restrictions and conditions contained in paragraphs (a) and
                  (b) of this Section 3 and the exercise by any holder of its
                  right to redeem Preferred Shares under Section 4, commencing
                  on the later of either 60 days after the Registration
                  Statement first becomes effective or December 31, 2000, the
                  Company may, at its option, from time to time, require all
                  holders to redeem their Preferred Shares, in whole or in part
                  as specified by the Company (such redemption, a "FIRST COMPANY
                  REDEMPTION"), at the Company Redemption Price (as defined
                  below) pursuant to a Company Redemption Notice following the
                  procedures set forth in Section 3(f)(iv); provided, however,
                  that no First Company Redemption shall be permitted unless the
                  Registration Statement has been effective under the Securities
                  Act of 1933, as amended (the "ACT"), for at least 60
                  consecutive days preceding the date of such Company Redemption
                  Notice; and any such Company Redemption Notice shall be void
                  with respect to any Preferred Shares that shall have been
                  converted prior to the effective date of such Company
                  Redemption Notice. A First Company Redemption under this
                  Section 3(f)(i) shall be effective upon the close of business
                  on the 30th calendar day after the date that the Company
                  Redemption Notice is received by each holder. Nothing in this
                  Section 3(f) shall be construed to preclude the holders from
                  being permitted, notwithstanding a Company Redemption Notice,
                  to convert any or all Preferred Shares to the extent provided
                  by Section 3(a) prior to the effective date of a Company
                  Redemption Notice. The "COMPANY REDEMPTION PRICE" shall be the
                  sum of (A) the Liquidation Value at


                                       3
<PAGE>   4

                  the effective date of the First Company Redemption, plus (B)
                  10% of such Liquidation Value for each whole or partial
                  six-month period between the Closing Date and the effective
                  date of the First Company Redemption.

8.       Amendment to Definition of Registration Deadline in Registration Rights
         Agreement.

         The definition of "Registration Deadline" in Section 1 of the
Registration Rights Agreement is hereby amended and restated in its entirety to
read as follows:

         "Registration Deadline" shall mean the date the Company, using its Best
         Efforts, is able to secure the effectiveness of the Registration
         Statement (defined herein); provided, however, that in no event shall
         the Registration Deadline be later than November 30, 2000.

9.       Amendment to Right of First Refusal Contained in Purchase Agreement.

         The parenthetical contained in the first sentence of Section 3.18 shall
be amended to add at the end thereof the following clause:

         "or in connection with (A) Amendment No. 1 to the Palladin Exchange
Agreement, (B) Amendment No. 1 to the Rose Glen Exchange Agreement, and (c) the
issuance to Sirit Technologies, Inc. shares of Common Stock pursuant to Section
II(B)(1) of the Agreement dated July 7, 2000 between Sirit and the Company and
certain other parties as specified therein".

10.      Issuances of Equity.

         Section 3(d) of the Articles of Amendment is modified to provide that
the Company may issue equity securities, instruments or rights convertible or
into or exchangeable or exercisable for, equity securities in connection with or
relating to (i) Section II.B.1 of the Sirit Agreement; and (ii) any shares of
Common Stock issued to any of the Investors or any "Holder" or "Holders", as
such terms are defined in (A) the Amendment No. 1 to the Palladin Exchange
Agreement, or (B) the Amendment No. 1 to the RoseGlen Exchange Agreement.

10A.     Rescission of Section 5.1 of the Purchase Agreement

         Section 5.1 (Investor Rights to Purchase Additional Shares) of the
         Purchase Agreement is hereby terminated and deleted in its entirety.

10B.     Additional Warrants

         The Company agrees to issue additional warrants to the Investors, such
         warrants to be substantially in the form of the Series C Warrants, to
         have the benefit of the Registration Rights Agreement and to be in two
         series, each with a term of two years, one series for 375,000 shares of
         Common Stock exercisable at $6.00 per share and the second series for
         375,000 of Common Stock exercisable at $8.00 per share.


                                       4
<PAGE>   5

11.      Proxy.

         Each of the Investors shall execute a form of proxy attached to this
Amendment No. 1 as Exhibit "F" whereby each Investor agrees to vote any shares
of Common Stock held by such Investor in support of the Shareholder Proposals.

12.      Delay in Exercise of Monetary and Other Remedies.

         Other than as specifically contemplated by this Amendment No.1 (or any
other agreement entered into between the Company and the Investors and any
affiliates of the Investors of even date), each of the Investors agrees that
they will not provide a Notice of Redemption upon Triggering Event until after
December 1, 2000 under Section 4(b) of the Articles of Amendment.

13.      Condition to Effectiveness of Amendment No. 1.

         This Amendment No. 1 shall not be effective until all of the conditions
contained in Section XI (other than Section XIB, which is covered by this
Amendment No. 1) of the Sirit Agreement have been satisfied in full (unless
waived by the Investors).

         The Company shall inform the Investors in writing when such conditions
shall have been satisfied. The Investors may waive satisfaction of such
conditions at any time.

14.      Agreement with Respect to Bankruptcy.

         The Investors agree not to place Able in involuntary bankruptcy from
the date of this Agreement until either (a) if the Sirit Shares are issued prior
to December 1, 2000, 91 days following the issuance of the Sirit Shares; or (b)
if the Sirit Shares are not issued by December 1, 2000, for 91 days following
the date on which the Consent Judgment has been paid or satisfied in full, but
in no event later than May 31, 2001.

15.      Call Feature of the Company.

         Notwithstanding any provision of the Purchase Agreement or Articles of
Amendment to the contrary, at any time prior to August 31, 2000 the Company
shall have the right, at the Company's option, upon prior written notice, to
require all of the Holders to tender their Preferred Shares for redemption at a
redemption price of $3600 per Preferred Share payable in cash; provided however,
the Holders may elect in their sole discretion to convert their Preferred Shares
into Common Stock at the Conversion Price of $4.00 per share; provided that such
conversion shall not be prohibited by or be in derogation of any securities laws
or rules including without limitation any NASDAQ marketplace rules specifically
NASDAQ marketplace rule 4460(l).


                                       5
<PAGE>   6

16.      Miscellaneous.

         a.       Entire Understanding. This Amendment No. 1, together with the
Transaction Documents, contains the entire understanding of the parties with
respect to the matters covered hereby. Except as expressly set forth in this
Amendment No. 1, the terms of the Transaction Documents remain in full force and
effect.

         b.       Further Actions. The Company and the Investors acknowledge
that this Amendment No. 1 is being entered into in connection with the Company's
settlement of its obligation to Sirit arising out of certain litigation with
Sirit. The Company and the Investors agree that they shall take such further
actions, including the filing of amended Articles of Amendment and the execution
of any further amendments to any of the Transaction documents, as may be
reasonably requested by the Company or any Investor, to carry out the purpose
and intention of this Amendment.

         c.       Governing Law. This Amendment No. 1 shall be governed by and
construed and enforced in accordance with the laws of the State of New York
applicable to agreements executed and to be performed entirely within such state
and, where applicable, federal law.

         d.       Counterpart Execution. This Amendment No. 1 may be executed in
two or more counterparts, all of which shall be considered one and the same
amendment, it being understood that all parties need not sign the same
counterpart.

         e.       Construction. The language in this Amendment No. 1 will be
deemed to be the language chosen by the parties to express their mutual intent,
and no rules of strict construction shall be applied against any party.

         f.       Conflict with Other Documents. To the extent that the
provisions of any of the Transaction Documents conflict with this Amendment No.
1, the terms of this Amendment No. 1 shall govern; provided that the parties
acknowledge and agree that if any references to section or paragraph numbers are
not accurately reflected in this Amendment No. 1., then this Amendment No. 1
shall be amended to reflect such changes without any further actions on the part
of any of the parties.

                          [SIGNATURES ON THE NEXT PAGE]


                                       6
<PAGE>   7

         IN WITNESS WHEREOF, the Parties hereto have caused this Amendment No. 1
to be duly executed as of the date first above written.

                                      ABLE TELCOM HOLDING CORP.

                                      By:
                                          --------------------------------------
                                      Name: Billy V. Ray, Jr.,
                                      Title: Chairman of the Board

                                      INVESTORS:
HALIFAX FUND, L.P.

                                      By: The Palladin Group, L.P.,
                                          as Investment Manager
By:
    ---------------------------            Name: Robert L. Chender
                                           Title: Managing Director

                                      THE GLENEAGLES FUND COMPANY

                                      By: The Palladin Group, L.P., as
                                          Investment Manager

                                      By:
                                          --------------------------------------
                                           Name: Robert L. Chender
                                           Title: Managing Director


                                      PALLADIN OVERSEAS FUND LIMITED

                                      By: The Palladin Group, L.P., as
                                          Investment Manager

                                      By:
                                          --------------------------------------
                                           Name: Robert L. Chender
                                           Title: Managing Director


                                       7
<PAGE>   8

                                      PALLADIN PARTNERS I, L.P.

                                      By: Palladin Asset Management, LLC
                                          as Investment Manager

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


                                      LANCER SECURITIES (CAYMAN) LIMITED

                                      By: The Palladin Group, L.P., as
                                          Investment Manager

                                      By:
                                          --------------------------------------
                                          Name: Robert L. Chender
                                          Title: Managing Director


                                      PGEP III, LLC

                                      By: The Palladin Group, L.P., as
                                          Investment Manager

                                      By:
                                          --------------------------------------
                                          Name: Robert L. Chender
                                          Title: Managing Director


                                      QUATTRO FUND LIMITED

                                      By: Quattro Investors LP

                                      By:
                                          --------------------------------------
                                          Name: Andrew Kaplan
                                          Title: Principal


                                       8
<PAGE>   9

                                   SCHEDULE I


Halifax Fund, L.P.

The Gleneagles Fund Company

Palladin Overseas Fund Limited

Palladin Partners I, L.P.

Lancer Securities (Cayman) Limited

PGEP III, LLC

Quarrto Fund Limited


                                       9
<PAGE>   10

                                   EXHIBIT "F"

                            ABLE TELCOM HOLDING CORP.
                                      PROXY


I appoint Michael Brenner and Edward Z. Pollock, or either one, the
undersigned's proxy to vote all of its shares of common stock of Able Telcom
Holding Corp. that are entitled to vote at any meeting of Able Telcom Holding
Corp. shareholders called to approve the Shareholder Proposals (as defined in
Amendment No. 1 to Able Telcom Holding Corp. Series C Convertible Preferred
Stock Purchase Agreement and Related Agreements dated as of July 7, 2000,
including the proposal to issue to Sirit Technologies shares of Common Stock
pursuant to the Settlement Agreement dated July 7, 2000 (the "Sirit Agreement")
between the "Sirit Parties" and the "Able Parties"; as each of those terms is
defined in the Sirit Agreement, a copy of which Sirit Agreement is attached as
Exhibit "A," in favor of the Shareholder Proposals. This proxy shall expire and
be of no further force and effect after December 1, 2000.



----------------, --------

(Complete above date and sign your name as it appears below. If more than one
name appears, each person should sign).



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


                                           By:
                                               ---------------------------------
                                           Name:
                                                 -------------------------------
                                           Its:
                                                --------------------------------

                                           Number of shares of common stock


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


                                       10
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.52
<SEQUENCE>5
<FILENAME>ex10-52.txt
<DESCRIPTION>SETTLEMENT AGREEMENT
<TEXT>

<PAGE>   1

                                                                   EXHIBIT 10.52

                              SETTLEMENT AGREEMENT

         This is an agreement ("Agreement") between the Sirit Parties (as
defined below) and the Able Parties (as defined below) dated as of this 7th day
of July 2000. The Sirit Parties and the Able Parties wish to resolve any and all
disputes between any and all of the Sirit Parties, on the one hand, and any and
all of the Able Parties, on the other hand, without further litigation, and, in
consideration of the mutual promises and covenants, payments, warranties,
releases, and agreements contained in this Agreement, and other good and
valuable consideration, the sufficiency of which is acknowledged, the Sirit
Parties and the Able Parties covenant and agree as follows:

I.       DEFINITIONS.

         The following terms used are defined as follows:

         A.       "Able" means Able Telcom Holding Corp. and its predecessors,
successors, acquirers and assigns, and each of their present, past, direct and
indirect subsidiary, parent, and affiliated entities, past and present
employees, agents, representatives, directors, employees, officers,
shareholders, partners, joint venturers, and any other persons acting or
purporting to act on behalf of Able Telcom Holding Corp., except legal counsel.
Notwithstanding the foregoing, "Able" does not include Thomas M. Davidson, Sr.

         B.       "Able Parties" means Able Telcom Holding Corp., Thomas M.
Davidson, Sr. ("Davidson"), MCI WorldCom, Inc., MFS Communications Company.,
Inc., WorldCom, Inc., Frederick Weidinger and their predecessors, successors,
acquirers and assigns, and each of their present, past, direct and indirect
subsidiary, parent, and affiliated entities, past and present employees, agents,
representatives, directors, employees, officers, shareholders, partners, joint
venturers, and all of said individuals' heirs, executors, administrators and
assigns and any other persons acting or purporting to act on behalf of the Able
Parties including but not limited to those individuals and entities listed on
Exhibit "A" to this Agreement, except legal counsel.

         C.       "Agreement" means this agreement.

         D.       The "Able Litigation" means Sirit Technologies, Inc. v. Able
Telcom Holding Corp. et al., U.S. District Court of the Southern District of
Florida, Case No. 98-1153-CIV-GOLD.

         E.       "Defendants" means Able Telcom Holding Corp. and Thomas M.
Davidson, Sr., and does not include any of the additional individuals or
entities included in the defined terms "The Able Parties" or "Able."

         F.       "Plaintiff" means Sirit Technologies, Inc. and does not
include any of the additional individuals or entities included in the defined
terms "The Sirit Parties" or "Sirit."


                                    1 of 22
<PAGE>   2

         G.       "Series B" means the Series B Convertible Preferred Stock as
such shares remain and are described on pp. 16-18 of Able Telcom Holding Corp.'s
Form 10-Q filed with the SEC on or about June 19, 2000.

         H.       "Series C" means those 5,000 (Five Thousand) shares of Series
C Convertible Preferred Stock issued by Able on or about February 4, 2000.

         I.       "Signature Parties" shall mean Able Telcom Holding Corp.,
Thomas M. Davidson, Sirit Technologies, Inc., Jacob Gornitzki and GTL
Securities, Inc.

         J.       "Sirit" means Sirit Technologies, Inc. and its predecessors,
successors, acquirers and assigns, and each of their present, past, direct and
indirect subsidiary, parent, and affiliated entities, past and present
employees, agents, representatives, directors, employees, officers,
shareholders, partners, joint venturers, and any other persons acting or
purporting to act on behalf of Sirit Technologies, Inc., except legal counsel.

         K.       "Sirit Parties" means Sirit Technologies, Inc., Jacob
Gornitzki, GTL Securities, Inc. and their predecessors, successors, acquirers
and assigns, and each of their present, past, direct and indirect subsidiary,
parent, and affiliated entities, past and present employees, agents,
representatives, directors, employees, officers, shareholders, partners, joint
venturers, and all of said individuals' heirs, executors, administrators and
assigns and any other persons acting or purporting to act on behalf of the Sirit
Parties, including but not limited to those individuals and entities listed on
Exhibit "B" to this Agreement, except legal counsel.

         L.       The "Surviving Sections" are Sections IV, V, VI, VIII, IX, X,
XII, XIII, XIV, XV and XVI.

         M.       The "WorldCom Litigation" means Sirit Technologies, Inc. and
GTL Securities Inc. v. MCI WorldCom, Inc. et al, U.S. District Court for the
District of Nebraska, Case No. 8:00CV92, dismissed without prejudice on March
14, 2000.

II.      SETTLEMENT TERMS

         A.       FUND TRANSFERS ON EXECUTION.

              1.  Davidson shall cause Sirit to be paid a nonrefundable payment
              totaling $650,000 (Six Hundred and Fifty Thousand Dollars), as
              consideration for Sirit's agreement to settle any and all
              litigation matters between Sirit and Davidson and in consideration
              of Sirit's execution of this Agreement with the releases contained
              herein. Payment shall be by certified check or other good funds,
              including wire transfer to counsel for Sirit by 12:00 Noon, July
              __, 2000. Davidson agrees not to directly or indirectly seek
              indemnification from Able (or Able's insurance carrier(s)) for
              this $650,000 payment. Able agrees not to indemnify or cause the
              indemnification of Davidson, directly or indirectly, for this
              $650,000 payment. Except as otherwise provided herein, this
              payment, and the release of Davidson, is final as of the execution
              of this Agreement


                                    2 of 22
<PAGE>   3

              and under no circumstances shall Davidson be entitled to a return
              of, or credit for, this $650,000 payment. Davidson represents that
              this payment is not improper in light of any obligations or
              liabilities that he may owe to the Internal Revenue Service or any
              other secured creditor. In the event of an action for disgorgement
              or otherwise to obtain all or part of the $650,000.00, Davidson
              agrees to defend that action at his own cost and expense. In the
              event such payment is finally determined to be improper, and such
              final determination results in an order requiring Sirit to
              disgorge or otherwise make a payment, and such payment is made by
              Sirit, Davidson will have ten (10) business days to make Sirit
              whole as to any actual amounts disgorged or paid plus interest
              thereon, calculated at the annual rate of 10% compounded monthly,
              and if he does not do so, Sirit may execute upon the Consent
              Judgment described in Section III. Notwithstanding the foregoing,
              Sirit agrees to execute and file a Notice of Satisfaction of the
              Consent Judgment described in Section III with regard to Davidson,
              upon the presentation to Sirit of written proof that the
              outstanding obligations of Thomas Davidson to the IRS and any
              other secured creditor (excluding any residential mortgage to the
              extent it is secured by the residential property) as of the date
              of this Agreement have been settled and satisfied.


              2.  Able shall cause Sirit to be paid a nonrefundable payment
              totaling $5,000,000.00 (Five Million Dollars) as consideration
              for Sirit's execution of this Agreement. Payment shall be by
              certified check or other good funds, including wire transfer to
              counsel for Sirit by 12:00 Noon, July __, 2000. This payment is
              independent of, and unrelated to, any other consideration from
              Able to Sirit provided for in this Agreement. This payment is
              final as of execution of this Agreement and under no circumstances
              shall Able be entitled to a return of or credit for this
              $5,000,000.00 payment.

         B.       SECURITIES TO BE ISSUED

                  1.       ISSUANCE OF STOCK. Able is to use its best efforts,
         at its sole cost and expense, to obtain by November 30, 2000 (the
         "Issue Date") any and all necessary corporate, regulatory and other
         third party consents to issue and register sufficient common stock
         equal to 4,074,597 (Four Million, Seventy Four Thousand, Five Hundred
         Ninety Seven) shares (such shares, together with such other shares to
         be issued to Sirit as set forth below in this Paragraph B.1 (and not
         Paragraph B.2.), to be collectively referred to as the "Sirit Shares"),
         being 19.99% of the outstanding shares of Able after the issuance of
         these shares, based on 16,308,582 shares outstanding reported in Able's
         Form 10-Q filed with the SEC on or about June 19, 2000.

                  In addition and subject to the above, Able will issue to Sirit
         (or, in the alternative, at Sirit's direction, reserve for issuance)
         upon conversion by the Series C holders an additional 936,914 (Nine
         Hundred Thirty Six Thousand Nine Hundred and Fourteen) shares of common
         stock (assuming the Series C shares have a $15 million face value and
         are converted at a conversion price of $4/share), without payment of
         any consideration by Sirit. If the foregoing assumptions are incorrect,
         appropriate adjustments in the number of


                                    3 of 22
<PAGE>   4

         shares issued to Sirit will be made, so as to maintain Sirit as the
         owner of 19.99% of Able's common stock, without payment of any
         consideration by Sirit.

                  Moreover, to extent that the holders of Series B or Series C,
         now have, pursuant to an existing document or agreement (including the
         amendments attached as Exhibit C), and pursuant to the terms of Section
         II, Paragraph B.2 below,

                  (i)      An entitlement to additional shares and/or warrants,
                           including, without limitation, as a result of any
                           penalty, damage, default, conversion, put or other
                           right, then Sirit shall be entitled, without payment
                           of any consideration (unless additional consideration
                           is at that time paid to receive the shares from the
                           entitlement) to be issued (or alternatively, at
                           Sirit's direction to have reserved for issuance), at
                           such a time that such shares are issued to the
                           holders of Series B or Series C, on a simultaneous
                           basis, additional shares so that Sirit shall retain
                           its 19.99% ownership interest in Able, and/or

                  (ii)     An entitlement to any moneys, including, without
                           limitation, as a result of any penalty, damage,
                           default, conversion, put or other right, then Sirit
                           shall (a) not be required to transfer, convey, assign
                           or return any of its Sirit Shares back to Able or any
                           other party and (b) be issued (or alternatively, at
                           Sirit's direction to have reserved for issuance), at
                           such a time that such shares are issued to the
                           holders of Series B or Series C, additional shares
                           without payment of any consideration by Sirit (unless
                           additional consideration is at that time paid to
                           receive the shares from the entitlement) in an amount
                           equal to the excess of such moneys over $15 million
                           divided by $4 per share; and/or

                  (iii)    In the event any shares to which Sirit is entitled
                           pursuant to (i) or (ii) above would raise its
                           ownership of the outstanding common stock of Able
                           above 19.99%, Sirit shall have the right to such
                           shares, but such shares shall be issued to Sirit only
                           upon its written instructions.

                  Able is to use its best efforts, at its sole cost and expense,
         to obtain by November 30, 2000 (the "Issue Date") any and all necessary
         corporate, regulatory and other third party consents to issue and
         register sufficient common stock equal to the sum of the shares to be
         issued to Sirit pursuant to the preceding two paragraphs (a total of
         5,011,511 shares of common stock).

                  Ninety-one days following the issuance and registration of the
         Sirit Shares, and assuming that Able has met all conditions of Section
         XI and XII (with the exception of the two-year period described
         therein), and also assuming that no petition commencing a bankruptcy
         case has been filed by or against Able, Sirit shall file a Notice of
         Satisfaction of the Consent Judgment referred to in Section III with
         the Court. If, regardless of Able's efforts, these shares are not
         issued and registered (See Section II, Paragraph B.3 below)


                                    4 of 22
<PAGE>   5

         on or before November 30, 2000, Sirit may, upon five (5) business days
         notice to Able, execute upon the Consent Judgment, pursuant to the
         other terms and conditions of this Agreement, including those terms
         contained in Sub-Paragraph 7 below.

                  2.       ANTI-DILUTION. Sirit shall have the right to maintain
         its then current percentage ownership of the outstanding shares of Able
         common stock attributable to Sirit's ownership of the Sirit Shares on
         the Issue Date.

                  Accordingly, if Able issues shares of common stock to any
         third party except in the case of the Series B and/or C Conversion, in
         which case no payment is due from Sirit, Sirit is entitled to receive
         the appropriate number of shares of stock that will maintain its then
         current percentage ownership of common shares originally attributable
         to Sirit's ownership of the Sirit Shares, provided that Sirit pay the
         same consideration paid to Able by the third party.

                  By way of example, if Sirit's current holdings of shares of
         Able common stock attributable to Sirit's ownership of the Sirit Shares
         on the Issue Date is 19.99%, and if an option holder exercises options
         and buys 80 shares at $5.00 per share, then Sirit shall be given the
         right to purchase 20 shares at $5.00 per share. The mere issuance of
         options (or any other right to receive common shares) to a third party
         does not permit Sirit to acquire additional shares, provided the
         issuance of the options (or other rights to receive common shares) does
         not entitle the recipient to voting rights. Only the exercise of such
         options (or other rights to receive common shares) requires Able to
         offer such shares to Sirit at the appropriate price. If Sirit's current
         holdings of Able common stock attributable to Sirit's ownership of the
         Sirit Shares on the Issue Date during the term of this agreement become
         10%, for example, then if an option holder exercises options and buys
         90 shares at $5.00 per share, Sirit shall be given the right to
         purchase 10 shares at $5.00 per share.

                  Able shall provide Sirit 30 days written notice of the
         issuance of common shares and/or exercise of the options (or any other
         right to receive common shares)during which time Sirit shall have the
         right to purchase pursuant to this Paragraph B.2. If Sirit chooses not
         to exercise its right to purchase any or all such shares, resulting in
         a reduction of the percentage of common shares of Able common stock
         attributable to Sirit's ownership of the Sirit Shares on the Issue
         Date, then the number of shares available to Sirit thereafter under
         this Paragraph B.2 shall decrease to that resulting percentage. Only
         the Sirit Shares, and shares obtained pursuant to Paragraphs B.1 and
         B.2, shall be counted toward Sirit's percentage.

                  The provisions of this Paragraph B.2 expire two years after
         the issuance of the Sirit Shares, and do not apply to any issuance of
         shares under which Able shall receive value of $10.00 per share or
         more. However, to the extent the issuance of shares at $10.00 per share
         or more causes a reduction in Sirit's percentage attributable to
         Sirit's ownership of the Sirit Shares on the Issue Date, that reduced
         percentage ownership shall be used thereafter under the provisions of
         this Paragraph B.2. All shares issued pursuant to this Paragraph B.2
         shall be called the "Anti-Dilution Shares."


                                    5 of 22
<PAGE>   6

                  3.       REGISTRATION RIGHTS. Able will use its best efforts
         to ensure that Sirit will have "piggyback" SEC registration rights for
         the Sirit Shares with the holders of Series B and/or C Preferred
         Shares. In particular, Able agrees to file an S1 by August 31, 2000 for
         the Sirit Shares and to use its best efforts for such registration to
         become effective by the same date that is required by the Series C
         registration rights agreements as amended and attached hereto as
         Exhibit "C" and under the same terms and conditions contained in those
         documents. In the event that Sirit is entitled to Anti-Dilution Shares
         during the two years following issuance of the Sirit Shares, Able will
         undertake to make prompt regulatory filings in order to register the
         additional shares.

                  4.       SIRIT'S SECURITIES REPRESENTATIONS AND WARRANTIES.
         Sirit represents and warrants that it is an "accredited investor," as
         such term is defined in Regulation D promulgated by the Securities and
         Exchange Commission under the Securities Act of 1933 and as evidenced
         by the following

                  (a)      Sirit was not formed for the purpose of investing in
the Sirit Shares;

                  (b)      Sirit

                           (1)      is (i) a bank, (ii) an insurance company,
                  (iii) an investment company registered under the Investment
                  Company Act of 1940, (iv) a business development company as
                  defined in the Investment Company Act of 1940, (v) a small
                  business investment company licensed by the Small Business
                  Administration, (vi) a private business development company as
                  defined in the Investment Advisors Act of 1940, or (vii) a
                  broker or dealer registered pursuant to Section 15 of the
                  Securities Exchange Act of 1934.; or

                           (2)      has assets in excess of $5,000,000 in value;
                  or

                           (3)      all of the equity owners of Sirit are
                  Accredited Investors under the Act and Regulation D; or

                           (4)      is a revocable trust which may be amended or
                  revoked at any time by the grantors. Each of the grantors
                  individually is an Accredited Investor under the Act and
                  Regulation D; or

                           (5)      is an employee benefit plan trust under
                  Title I of the Employee Retirement Income Security Act of
                  1974, as amended ("ERISA"), and either (i) the investment
                  decision with respect to this investment is being made by a
                  bank, insurance company or registered investment adviser as
                  the plan fiduciary, or (ii) the plan is self-directed and
                  investment decisions are made by persons who are Accredited
                  Investors under the Act and Regulation D.

                  (c)      Sirit has the knowledge and experience in financial,
tax, and business matters required to enable it to utilize the information made
available to it in connection with the offering of


                                    6 of 22
<PAGE>   7

the Shares, to evaluate the merits and risks of the prospective investment, and
to make an informed business decision with respect to it;

                  (d)      Sirit's investment in the Sirit Shares is suitable
for the undersigned when viewed in the light of its other securities holdings
and needs;

                  (e)      Sirit has adequate means of providing for its current
needs and contingencies and has no need for liquidity in its investment in the
Shares; and

                  (f)      Sirit will notify Able immediately if any of these
representations become untrue prior to Sirit's acceptance of the Sirit Shares.

                  5.       BOARD REPRESENTATION. Until such time as the Sirit
         Shares are issued, one representative of Sirit shall receive notice of,
         and shall have the right to attend and observe all Able board meetings
         at Able's expense. After such time as the Sirit Shares are issued, Able
         shall include one nominee of Sirit for election to the Board of
         Directors to be confirmed in Able's annual shareholders meeting.

                  6.       ABLE'S RELATED UNDERTAKINGS. Able, but not Davidson,
         as a condition of this Agreement, within 20 business days of the
         execution of this Agreement, will obtain and provide documentary
         verification to Sirit of each of the following, among others (see
         Section XI): (a) written agreements from MCI WorldCom, Gideon Taylor
         and the holders of Series B and Series C to vote their common shares in
         favor of the issuance of the Sirit Shares and any related matters to
         this Settlement Agreement at the next Able annual shareholder meeting;
         (b) withdrawal of the Supplemental Compensation arrangement (approved
         by the Board of Directors on March 31, 2000) from the items to be
         presented for approval at the next shareholders meeting of the Company;
         (c) reservation of such amount of authorized but unissued common shares
         in favor of Sirit to maintain Sirit's then current percentage ownership
         as discussed in Section II, Paragraphs B.1 and B.2 above in Able upon
         conversion of all Series C.

                  7.       NATURE OF REMEDY PROVISIONS.

                           a.       From the date of this Agreement, through and
                  including August 31, 2000, Able may cause Sirit to be paid $20
                  million in cash or equivalent funds, for any reason.
                  Ninety-one days following this payment, and assuming that Able
                  has met all of the obligations of Section XII (with the
                  exception of the two-year period described therein), and also
                  assuming that no petition commencing a bankruptcy case has
                  been filed by or against Able, then the $20 million payment
                  shall be deemed a discharge of every obligation of Able under
                  this Agreement except for those contained in the Surviving
                  Sections, and Sirit shall file the dismissal with prejudice of
                  the WorldCom Litigation pursuant to Section III and, a Notice
                  of Satisfaction of the Consent Judgment in the Able Litigation
                  pursuant to Section III. During that 91 day period, all
                  obligations of Able under this Agreement shall be held in
                  suspense.


                                    7 of 22
<PAGE>   8

                           b.       If, during the time from September 1, 2000,
                  through and including November 30, 2000 (the "Interim
                  Period"), Able enters into an agreement to merge into, be
                  acquired by, or otherwise transfer all or substantially all of
                  its assets to another entity (the "Entity") with which it is
                  not then affiliated (the "Triggering Transaction") then Able
                  shall provide a copy of this Agreement to the Entity and:

                                    (1)     Able shall provide written notice of
                           the Triggering Transaction to Sirit; and

                                    (2)      Thereafter, Sirit shall have ten
                           (10) business days from the notice (as defined in
                           Section XVI, below) to make an election between:

                                            (a)      participating in the
                                    Triggering Transaction as described
                                    below; or

                                            (b)      otherwise continuing with
                                    its rights under this Agreement.

                           (3)      If Sirit elects to participate in the
                  Triggering Transaction, then (subject to Sub-Paragraph 7.c
                  below), ninety-one days following this election, and assuming
                  that Able has met all of the obligations of Section XII (with
                  the exception of the two-year period described therein), and
                  also assuming that no petition commencing a bankruptcy case
                  has been filed by or against Able, then Sirit's election shall
                  be deemed a discharge of every obligation of Able under this
                  Agreement except for those contained in the Surviving
                  Sections, and Sirit shall file the dismissal with prejudice of
                  the WorldCom Litigation pursuant to Section III and, a Notice
                  of Satisfaction of the Consent Judgment in the Able Litigation
                  pursuant to Section III. During that 91 day period, all
                  obligations of Able under this Agreement shall be held in
                  suspense.

                           (4)      Sirit shall participate in the Triggering
                  Transaction entered into during the Interim Period by
                  receiving the same consideration offered in the Triggering
                  Transaction as all other common shareholders, as if Sirit
                  owned its full entitlement to its Sirit Shares pursuant to
                  this Agreement of the outstanding common shares of Able in the
                  Triggering Transaction. However, under no circumstances will
                  the total amount to be paid to Sirit from a Triggering
                  Transaction entered into during the Interim Period exceed
                  $26.2 million (unless the Triggering Transaction occurs after
                  Sirit receives the Sirit Shares), not including the $5 million
                  inducement payment made pursuant to Section II.A.2 of this
                  Agreement. Further, if the consideration given to Sirit is in
                  the form of securities, those securities will be valued (for
                  the purpose of calculating the $26.2 million limit) at their
                  closing trading price on the date of the closing of the
                  Triggering Transaction.


                                    8 of 22
<PAGE>   9

                  c.       If, pursuant to Sub-Paragraph (2)(a) above, Sirit
         elects to participate in the Triggering Transaction, and if the
         Triggering Transaction does not close before December 1, 2000, then on
         or before December 11, 2000, Sirit shall again elect between
         participating in the Triggering Transaction as described above or
         otherwise continuing with its rights under this Agreement. However, if
         Sirit elects to participate in the Triggering Transaction under this
         Sub-paragraph c, then such election is irrevocable, and ninety-one days
         following this election, and assuming that Able has met all of the
         obligations of Section XII (with the exception of the two-year period
         described therein), and also assuming that no petition commencing a
         bankruptcy case has been filed by or against Able, then this election
         shall be deemed a discharge of every obligation of Able under this
         Agreement except for those contained in the Surviving Sections, and
         Sirit shall file the dismissal with prejudice of the WorldCom
         Litigation pursuant to Section III and, a Notice of Satisfaction of the
         Consent Judgment in the Able Litigation pursuant to Section III. During
         that 91 day period, all obligations of Able under this Agreement shall
         be held in suspense. If Sirit elects under this sub-Paragraph c to
         continue with its rights under this Agreement, then all unperformed
         obligations under this Agreement are reinstated except that any payment
         obligation will be delayed for 30 days after Sirit's election.

                  d.       The closing of any Triggering Transaction in which
         Sirit has elected to participate, discharges every obligation of Able
         under this Agreement except for those contained in the Surviving
         Sections and requires Sirit to file the dismissal with prejudice of the
         WorldCom Litigation pursuant to Section III.

III.     RESOLUTION OF PROCEDURAL ISSUES.

         Upon execution of this Agreement, Able, Sirit, Davidson and their
counsel will execute and file with the Court in the Able Litigation the attached
Notice of Settlement and Joint Motion to Enter Consent Judgment, which grants
judgment to Sirit and against Able in the amount of $20 million, and to Sirit
and against Davidson in the amount of $1.3 million. Once the Consent Judgment is
entered, Sirit must in every and any jurisdiction in which it has recorded the
May 16, 2000 judgment in the Able Litigation, take all steps required under the
law of those jurisdictions to remove or cancel from the public records any
indication that the May 16, 2000 judgment in the Able Litigation has any current
vitality, force or effect. Sirit may choose at its own option and expense to
record the new $20 million Consent Judgment, but in any event may not execute
upon it except as provided elsewhere in this Agreement. Further, and subject to
the provisions of Section II, Paragraph B.7, Sirit must provide Able five (5)
business days notice of any such intended execution so that Able may at its sole
option and for any reason cure the breach during the five business day cure
period or pay the Consent Judgment before execution is commenced.

         Notwithstanding any other provision of this Agreement, any event that
gives Sirit the right to execute upon the $20 million Consent Judgment
(including the expiration of the 5-day period without cure or payment) shall
also give Sirit any right it then may have to reinstitute the WorldCom
Litigation. In such an event, the releases provided to Frederick W. Weidinger,


                                    9 of 22
<PAGE>   10

WorldCom Inc., MCI WorldCom, Inc. and MFS Communications Company, Inc. (the
"WorldCom Parties") in Section IV become null and void only to the extent that
the Sirit Parties are permitted to refile the WorldCom Litigation subject to the
conditions set forth herein, and the releases provided by the WorldCom Parties
shall also become null and void only with respect to the subject matters raised
in or related to the WorldCom Litigation. The Sirit Parties agree that should
the WorldCom Litigation be reinstated pursuant to the terms of this paragraph,
then the WorldCom Litigation shall be the sole remedy of the Sirit Parties
against the WorldCom Parties with respect to the subject matters raised therein
and that the WorldCom Litigation shall be limited to the subject matters
contained in the legal claims and factual allegations set forth in the complaint
previously filed in the WorldCom Litigation, except as to events arising after
the date of this Agreement. However, until such time, and consistent with
Section IV, Sirit will refrain and forbear from commencing, instituting, or
prosecuting any lawsuit, action, claim, petition, motion or other judicial or
regulatory proceeding based on, arising out of, or connected with the WorldCom
Litigation or the subject matters raised therein. In the event that the $20
million Consent Judgment is satisfied either by the issuance and registration of
the Sirit Shares, or payment in full within 45 days, or otherwise pursuant to
the terms of Section II, Paragraph B.7, then all Sirit Parties who are
Plaintiffs in the WorldCom Litigation shall dismiss the WorldCom Litigation with
prejudice after ninety-one days have thereafter elapsed without the filing of a
petition by or against Able commencing a bankruptcy case. However, any statutes
of limitations applicable to the WorldCom Litigation (including those applicable
to claims that may be asserted against the Sirit Parties) are tolled from the
date of the full execution of this Agreement until the date of any event (not
cured or waived pursuant to Section IX) that gives Sirit the right to execute
upon the $20 million Consent Judgment. If a petition by or against Able
commencing a bankruptcy case is filed within this 91 day period and if a claim
is made that the satisfaction of the Consent Judgment is a preference or must
otherwise be disgorged or repaid, then the Sirit Parties will forbear from
commencing litigation against the WorldCom Parties unless and until the
satisfaction of the Consent Judgment is finally determined by the courts to be a
preference or otherwise required to be disgorged or repaid by Sirit; provided,
that during this period of forbearance any statutes of limitation applicable to
the WorldCom Litigation (including those applicable to claims that may be
asserted against the Sirit Parties) are tolled and extended. If, however, the
courts finally determine that the satisfaction of the Consent Judgment is not a
preference and need not be repaid or otherwise disgorged, then the Sirit Parties
who are Plaintiffs in the WorldCom Litigation shall dismiss the WorldCom
Litigation with prejudice within five (5) business days following the final
adjudication. Provided further that Sirit agrees to exchange unconditional
releases with WorldCom if, within 20 days of the execution of this Agreement,
WorldCom pays Sirit $10 million.

IV.      MUTUAL GENERAL RELEASES AND COVENANTS NOT TO SUE.

         Except as otherwise provided in this Agreement, the Sirit Parties
(collectively and individually) hereby GENERALLY AND UNCONDITIONALLY RELEASE,
acquit, and forever discharge the Able Parties (collectively and individually)
from any and all claims, demands, actions, indebtedness, agreements, promises,
causes of action, claims for attorneys' fees, costs, responsibilities,
obligations, expenses, covenants, damages, suits, judgments and liabilities of
any nature whatsoever, in law or in equity, whether or not known, suspected,


                                    10 of 22
<PAGE>   11

claimed, developed or undeveloped, anticipated or unanticipated that the Sirit
Parties (collectively or individually) ever had, claimed to have, now have, or
may hereafter have or claim to have, based upon events that occurred through the
date of this Agreement, against each or any of the Able Parties, including but
not limited to, all claims arising out of, connected with, incidental to,
asserted in, or which could have been asserted in or are related to the Able
Litigation or the WorldCom Litigation, or otherwise arise out of any aspect
whatsoever of any relationship or dealing between any or all the Sirit Parties
and any or all the Able Parties. It is understood that this is a General
Release.

         Except as otherwise provided in this Agreement, the Sirit Parties
(collectively and individually) hereby agree and covenant that the Sirit Parties
will forever refrain and forbear from commencing, instituting, or prosecuting
any lawsuit, action, claim, petition, motion or other judicial or regulatory
proceeding based on, arising out of, or connected with any of the released
claims referenced in the preceding paragraph.

         Except as otherwise provided in this Agreement, the Able Parties
(collectively and individually) hereby GENERALLY AND UNCONDITIONALLY RELEASE,
acquit, and forever discharge the Sirit Parties (collectively and individually)
from any and all claims, demands, actions, indebtedness, agreements, promises,
causes of action, claims for attorneys' fees, costs, responsibilities,
obligations, expenses, covenants, damages, suits, judgments and liabilities of
any nature whatsoever, in law or in equity, whether or not known, suspected,
claimed, developed or undeveloped, anticipated or unanticipated that The Able
Parties (collectively or individually) ever had, claimed to have, now have, or
may hereafter have or claim to have, based upon events that occurred through the
date of this Agreement, against each or any of the Sirit Parties, including but
not limited to, all claims arising out of, connected with, incidental to,
asserted in, or which could have been asserted in or are related to the Able
Litigation or the WorldCom Litigation, or otherwise arise out of any aspect
whatsoever of any relationship or dealing between any or all of the Able Parties
and any or all of the Sirit Parties. It is understood that this is a General
Release.

         The Able Parties (collectively and individually) hereby agree and
covenant that the Able Parties will forever refrain and forbear from commencing,
instituting, or prosecuting any lawsuit, action, claim, petition, motion or
other judicial or regulatory proceeding based on, arising out of, or connected
with any of the released claims referenced in the preceding paragraph.

V.       COST OF LITIGATION AND ATTORNEYS' FEES.

         The Sirit Parties and the Able Parties understand that they are each
responsible for their own attorneys' fees, costs and expenses arising out of the
Able Litigation and the WorldCom Litigation including the fees, costs and
expenses of their own expert witnesses.

VI.      NO ASSIGNMENT.

         The Sirit Parties and the Able Parties represent and warrant that as of
the date of the execution of this Agreement, they have not assigned or
transferred, or purported to assign or


                                    11 of 22
<PAGE>   12

transfer, to any person, firm, corporation, association or entity whatsoever,
any released claim described in Section IV.

VII.     NO ADMISSION OF LIABILITY.

         This Agreement is a compromise of disputed claims and does not
constitute, nor shall it be construed, as an admission of liability on the part
of the Sirit Parties or the Able Parties as to any matters whatsoever. It is
understood and agreed that this settlement is the compromise of disputed claims
and that each party merely intends to avoid further litigation and buy its
peace.

VIII.    INDEMNIFICATION.

         Except as otherwise provided herein, in the event any Sirit Party or
Able Party institutes any action or proceeding against another Sirit Party or
Able Party with respect to any claim and/or action related to the matters raised
in the Able Litigation, or in the event any warranty contained in this Agreement
is breached, then the individual or entity asserting such claim and action or
breaching the warranty shall indemnify and hold harmless the individual or
entity against whom the claim is asserted or who claims the warranty is breached
with respect to any and all damages, loss, liability or expense of any nature
whatsoever, including attorneys' fees and expenses, which the party against whom
the claim is asserted or who claims the warranty is breached may incur or suffer
arising out of or resulting in any way from such action or breach; provided that
in no event shall Sirit have any obligation to indemnify or hold harmless Able
or any Able Party as a result of any action by any Sirit Party other than Sirit;
nor shall Able have any obligation to indemnify or hold harmless Sirit or any
Sirit Party as a result of any action by any Able Party other than Able.

IX.      MODIFICATION, WAIVER AND NO PAROL REPRESENTATIONS OR AGREEMENTS.

         This Agreement constitutes the entire Agreement between the Sirit
Parties and the Able Parties with respect to the subject matter hereof and
supersedes all prior and contemporaneous oral and written agreements and
discussions. No provision of this Agreement may be changed, altered, modified,
or waived except in writing signed by all Signature Parties other than Davidson,
except as to matters directly impacting Davidson's rights, duties or obligations
under this Agreement. The Sirit Parties and the Able Parties acknowledge that no
representation, promise or inducement has been made with respect to the subject
matter hereof other than as specifically set forth in this Agreement, and that
none of them has entered into this Agreement in reliance upon any other
representation, promise or inducement with respect to the subject matter hereof
not set forth herein.

         Any decision or agreement by any Signature Party to waive or not
enforce any conditions or obligations under this Agreement, or to extend any
time period under this Agreement, shall not act as a a waiver of any rights of
that Signature Party under this Agreement with respect to any condition or
obligation or with respect to any other breach of obligations under this
Agreement.


                                    12 of 22
<PAGE>   13
X.       REPRESENTATIONS AND WARRANTIES OF UNDERSTANDING.

         All Signature Parties acknowledge and represent that they have read
this Agreement in full, have consulted with their attorneys, and understand and
voluntarily consent and agree to each and every provision contained herein. All
Signature Parties hereto have cooperated in the drafting and preparation of this
Agreement, which Agreement was custom-drafted to represent the unique needs of
the situation between these parties.

         Sirit and Able represent and warrant that, among them, they have
authority to enter into this Agreement on behalf of all the Sirit Parties and
all the Able Parties respectively. Additionally, any Signature Party that is not
an individual represents and warrants that the individual signing on its behalf
has all necessary power and authority to do so.

         Except as otherwise provided in this Agreement, Sirit and Able
represent and warrant that all claims, demands, actions, indebtedness,
agreements, promises, causes of action, claims for attorneys' fees, costs,
responsibilities, obligations, expenses, covenants, damages, suits, judgments
and liabilities of any nature whatsoever, in law or in equity, whether or not
known, suspected, claimed, developed or undeveloped, anticipated or
unanticipated that the Sirit Parties and/or the Able Parties (collectively or
individually) ever had, claimed to have, now have, or may hereafter have or
claim to have, based upon events that occurred through the date of this
Agreement, against each other, including but not limited to, all claims arising
out of, connected with, incidental to, asserted in, or which could have been
asserted in or are related to the Able Litigation or the WorldCom Litigation or
otherwise arise out any aspect whatsoever of any relationship or dealing between
any or all the Able Parties and any or all the Sirit Parties, have fully matured
before the Effective Date of this Agreement.

         Sirit and Able represent and warrant that the descriptions by category
of the individuals and entities included in the definitions of "The Sirit
Parties" and "The Able Parties" are sufficient to describe those categories,
and, that the lists of the Sirit Parties and the Able Parties contained in
Exhibits A and B are merely exemplary and are non-exhaustive.

         Sirit and Able each represent that, excluding legal fees paid to
counsel, no one has been paid, or is entitled to a payment of, a commission,
contingency fee, success fee or incentive for the procurement or execution of
this Agreement.

XI.      CONDITIONS.

         Except as otherwise provided herein, including in Section II, Paragraph
B.7, failure of Able to perform any of the following conditions permits Sirit to
execute upon the $20 million Consent Judgment against Able, pursuant to the
terms and conditions of this Agreement, but do not impact the rights of Davidson
or his release herein.

         A.       Within 20 business days after the execution of this Agreement,
Able will provide to Sirit an agreement between WorldCom and Able which will
provide for the following:


                                    13 of 22
<PAGE>   14

         1.       WorldCom will agree to convert all of its holdings of current
debt into seven year term debt at an annual interest rate not to exceed 8%;

         2.       WorldCom will agree to extend the Master Services Agreement to
July 1, 2006 maintaining current annual minimum contract amounts;

         3.       WorldCom will use reasonable efforts to assist Able to raise
working capital and expects to provide new working capital up to a maximum
amount of $40,000,000;

         4.       WorldCom will agree to vote its common shares in favor of the
issuance of the Sirit Shares and any matters related to this Settlement
Agreement;

         5.       WorldCom will agree not to place Able in involuntary
bankruptcy from the date of this Agreement until (a) 91 days following the
issuance and registration of the Sirit Shares; or (b) for 91 days following the
date on which the Consent Judgment has been paid or satisfied in full, whichever
is later (but in no event later than May 31, 2001);

         6.       WorldCom will agree to the tolling of the statute of
limitations as described at the end of Section III.

         B.       PREFERRED SERIES B AND C CONDITIONS. Within 20 business days
after the execution of this Agreement, Able will provide to Sirit signed copies
of the agreements between the holders of Series B and Series C and Able, which
are attached as Exhibit C. Additionally, the holders of Series B and Series C
will agree not to place Able in involuntary bankruptcy from the date of this
Agreement until (a) 91 days following the issuance and registration of the Sirit
Shares; or (b) for 91 days following the date on which the Consent Judgment has
been paid or satisfied in full, whichever is later, (but in no event later than
May 31, 2001), to the extent they have such a right, and will agree to vote
their common shares in favor of the issuance of the Sirit Shares and any matters
related to this Settlement Agreement.

         C.       LENDER CONDITIONS. Within 20 business days after the execution
of this Agreement, Able will make its best efforts to provide to Sirit an
agreement between Bank of America and Able which will provide that Bank of
America will not place Able in involuntary bankruptcy from the date of this
Agreement until (a) 91 days following the issuance and registration of the Sirit
Shares; or (b) for 91 days following the date on which the Consent Judgment has
been paid or satisfied in full, whichever is later, (but in no event later than
May 31, 2001), to the extent it has such a right, upon the condition that Able
satisfies its obligations to Bank of America under its agreements with Bank of
America.

         D.       TAYLOR CONDITIONS. Within 20 business days after the execution
of this Agreement, Able shall provide to Sirit an agreement between Gideon
Taylor and Able


                                    14 of 22
<PAGE>   15

which will provide that Taylor will agree to vote any common shares he may have
in favor of the issuance of the Sirit Shares and any matters related to this
Settlement Agreement.

         E.       All of the obligations contained in Section II.B, "Securities
to be Issued," regarding the Issuance of Stock, Anti-Dilution, Board
Representation, Registration Rights, Able's Related Undertakings and Nature of
Remedy Provisions are also, without changing the meaning or scope of those
obligations, to be treated as conditions under this Section XI.

XII.     INSOLVENCY PROVISIONS.

         Able represents that it does not have any present intention to file a
voluntary bankruptcy case during the two-year period following the date of the
entry of the Consent Judgment described in Section III above and that it will
not file such a case before the end of that two-year period. In the event a
petition commencing a bankruptcy case is filed by or against Able, and Sirit is
required to return the cash or the securities transferred in settlement of the
litigation, then, in such event, Sirit shall have in Able's bankruptcy case an
allowed claim of $31.2 million, plus the cost and expenses incurred by Sirit in
recording or removing the judgment entered on May 16, 2000 from the public
record and the Consent Judgment as described in Section III above, and the
reasonable attorneys fees incurred by Sirit in connection therewith.

XIII.    DISCLOSURE.

         Sirit and Able agree not to make any disclosure of this agreement
unless such disclosure is in a form acceptable to Sirit and Able acting
reasonably. Notwithstanding the foregoing, the Able and Sirit Parties
acknowledge that each is a public company and, in certain circumstances, may be
required to make disclosure as required by securities laws or regulations or as
otherwise may be required by law or court order.

XIV.     VENUE, JURISDICTION AND GOVERNING LAW.

         The sole jurisdiction and venue for any litigation arising from or
related to this Agreement shall be in the United States District Court for the
Southern District of Florida, and all Signature Parties agree to submit to
jurisdiction of and venue in such court for purposes of such litigation only and
all parties agree that the court that conducted the Able Litigation, and which
is being asked to approve the Consent Judgment, shall retain jurisdiction over
this Agreement. This Agreement shall be performed, construed and governed by the
laws of the State of Florida, without regard to Florida's choice of law
principles.

XV.      OUTSTANDING COMMERCIAL TRANSACTIONS.

         Sirit and Able acknowledge that, independent of this Agreement and the
Able Litigation, they have a commercial relationship in which Sirit sells
transponders to a subsidiary of Able. Nothing in this Agreement, including the
provisions of Section IV, shall release any claim


                                    15 of 22
<PAGE>   16

arising out of that commercial relationship, including but not limited to
outstanding issues and amounts arising out invoice numbers 10291, 10295-99,
10300, 10303-04, 10306-08, 10317-20, 10322-24, 10326 and 10330 under which Sirit
contends that the outstanding total amount is $201,178.89.

XVI.     NOTICES.

         Any notice required by the terms of this Agreement shall be effective
upon receipt, which shall be presumed one business day after delivery by
overnight delivery service, or three business days after delivery by U.S. Mail,
postage pre-paid and addressed as follows:

To Able:

         Billy V. Ray, Jr.
         Chief Executive Officer
         Able Telcom Holding Corp.
         1000 Holcomb Woods Pkwy
         Suite 440
         Roswell, GA 30076
         (770) 993-1570 (Phone)
         (770) 993-8532 (Fax)

         With a copy to:

                  J. Allen Maines, Esq.
                  Paul Hastings Janofsky & Walker, LLP
                  600 Peachtree Street
                  Suite 2400
                  Atlanta, Georgia 30308
                  (404) 815-2400 (Phone)
                  (404) 815-2424 (Fax)

To Davidson:

         Thomas M. Davidson, Sr.
         10509 MacArthur Blvd.
         Potomac, Maryland, 20854


         With a copy to:

                  Edward F. Schiff, Esq.
                  Schnader, Harrison, Segal & Lewis, LLP
                  1300 I Street, N.W.
                  11th Floor, East
                  Washington, D.C.  20005
                  (202) 216-4208 (Phone)
                  (202) 775-8741 (Fax)


                                    16 of 22
<PAGE>   17

To Sirit, Gornitzki and GTL

         Jacob Gornitzki
         Sirit Technologies, Inc.
         200 King Street West
         Suite 2004
         Toronto, Ontario, Canada
         M5H 3T4
         (416) 597-1100 (Phone)
         (416) 597-2818 (Facsimile)

         With a copy to:

                  N. Richard Janis
                  Janis, Schuelke & Wechsler
                  1728 Massachusetts Avenue, N.W.
                  Washington, D.C. 20036
                  (202) 861-0600  (Phone)
                  (202) 223-7230 (Facsimile)

XVII.    COUNTERPARTS.

         This Agreement may be executed in counterparts, and each counterpart
shall be and constitute a part of this Agreement and all counterparts taken
together shall constitute the Agreement, and be binding and effective upon all
parties hereto.

         IN WITNESS THEREOF, the Sirit Parties and the Able Parties have caused
this Agreement to be executed by each of them or their duly authorized
representatives on the dates hereinafter subscribed.


                                    17 of 22
<PAGE>   18

         Pursuant to 28 U.S.C. ss.1746 and ss.92.525, Fla. Stat., I declare
under penalty of perjury under the laws of the United States of America and the
State of Florida that I have read the foregoing Agreement and that the
representations and provisions in it are true and correct.

SIRIT TECHNOLOGIES, INC.


By:
         -------------------------------
Its:
         -------------------------------

Executed this ___ day of July, 2000


                                    18 of 22
<PAGE>   19

         Pursuant to 28 U.S.C. ss.1746 and ss.92.525, Fla. Stat., I declare
under penalty of perjury under the laws of the United States of America and the
State of Florida that I have read the foregoing Agreement and that the
representations and provisions in it are true and correct.

GTL SECURITIES, INC.


By:
         -------------------------------
Its:
         -------------------------------

Executed this ___ day of July, 2000


                                    19 of 22
<PAGE>   20

         Pursuant to 28 U.S.C. ss.1746 and ss.92.525, Fla. Stat., I declare
under penalty of perjury under the laws of the United States of America and the
State of Florida that I have read the foregoing Agreement and that the
representations and provisions in it are true and correct.

JACOB GORNITZKI


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

         Individually

Executed this ___ day of July, 2000


                                    20 of 22
<PAGE>   21

         Pursuant to 28 U.S.C. ss.1746 and ss.92.525, Fla. Stat., I declare
under penalty of perjury under the laws of the United States of America and the
State of Florida that I have read the foregoing Agreement and that the
representations and provisions in it are true and correct.

ABLE TELCOM HOLDING CORP.

By:
         -------------------------------
Its:
         -------------------------------

Executed this ___ day of July, 2000


                                    21 of 22
<PAGE>   22


         Pursuant to 28 U.S.C. ss.1746 and ss.92.525, Fla. Stat., I declare
under penalty of perjury under the laws of the United States of America and the
State of Florida that I have read the foregoing Agreement and that the
representations and provisions in it are true and correct.

THOMAS M. DAVIDSON


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

Executed this ___ day of July, 2000


                                    22 of 22
<PAGE>   23
                                    EXHIBIT A

                   Non-Exhaustive Listing of The Able Parties

Able ICP, Inc.
Able Telcom CA
Able Telcom Do Brasil LTDA
Able Telcom Holding Corp.
Able Telecommunications & Power, Inc.
Able Wireless, Inc.
Adesta Communications, Inc. f/k/a MFS Network Technologies, Inc.
Adesta Transportation, Inc. f/k/a MFS Transportation Services, Inc.
Michael Arp
Mark Berner
Richard A. Boyle
James E. Brands
Michael Brenner
Carroll Capital Group
G. Vance Cartee
Thomas M. Davidson
Davidson Capital Group LLC
Davidson Technology Investment Group LLC
Frazier L. Gaines
Garrison Capital Group
Georgia Electric Company
J. Barry Hall
Edwin Johnson
Stacey Jenkins
Marshall Capital Group
MCI WorldCom, Inc.
Alec McLarty
MFS Acquisition Company
MFS Communications Company, Inc.
Patton Management Corp.
Edward Z. Pollock
Gerald Pye
Southern Aluminum and Steel Corp.
Specialty Electronic Systems, Inc.
Michael A. Summers
Gideon Taylor
Transportation Safety Contractors, Inc.
TransTech, Inc., f/k/a MFS Transtech, Inc.
Billy V. Ray Jr.
C. Frank Swartz
Frederick Weidinger
WorldCom, Inc.


                                     A - 1
<PAGE>   24

                                   EXHIBIT B

                   Non-Exhaustive Listing of The Sirit Parties

Michael Briand
Jacob Gornitzki
Gornitzki, Thompson & Little
GTL Investments Corporation
GTL Trading Limited
GTL Services Ltd.
GTL Securities, Inc.
Otto Jelinek
Ralph Lean
Kevin Moersch
Sirit Technologies, Inc.
Kenneth Smith
Fred Veinot


                                       1
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>6
<FILENAME>ex99.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>

<PAGE>   1

                                                                      EXHIBIT 99

                                               Able Telcom Holding Corp.
                                               1000 Holcomb Woods Parkway
                                               Suite 440
                                               Roswell, GA 30076
                                               (Nasdaq: ABTE)


CONTACTS:
Edwin D. Johnson                               James E. Brands
President                                      Senior Executive Vice President
(770) 993-1570                                 (770) 993-1570

FOR IMMEDIATE RELEASE
July 12, 2000

          ABLE TELCOM AND SIRIT TECHNOLOGIES REACH SETTLEMENT AGREEMENT

ROSWELL, GA., July 12, 2000 - Able Telcom Holding Corp. (Nasdaq: ABTE) and SIRIT
Technologies Inc. (CDN: SIRT) announced today that they have entered into a
Settlement Agreement eliminating SIRIT's $31.2 million judgement against the
Company. The principal economic terms of the agreement provide for a cash
payment of $5 million to SIRIT and for the Company to use its best efforts to
obtain shareholder approval for the issuance to SIRIT of approximately 5 million
shares of Able common stock, along with the registration of the shares with the
SEC, on or before November 30, 2000. In addition, the agreement provides for a
Consent Judgment in favor of SIRIT which is satisfied by the issuance of the
shares to SIRIT; in the event that shareholder approval and the registration of
the shares with the SEC are not obtained by November 30, 2000, the Consent
Judgment provides that Sirit is entitled to a cash payment of $20 million.

In conjunction with the Settlement Agreement, holders of the Company's
convertible preferred stock have agreed to a fixed $4 per share price, with no
further reset provisions, for converting the preferred shares to an aggregate of
3,750,000 common shares. The required date for registration of those common
shares has been extended from October 31, 2000 until November 30, 2000 and
rights to purchase additional shares of convertible preferred stock under the
same terms have been eliminated. In exchange for these concessions, the holders
of the Company's convertible preferred stock will receive additional warrants to
purchase up to 750,000 shares of common stock, one-half at $6 per share and
one-half at $8 per share. As with issuance of shares to SIRIT, conversion of the
preferred shares is dependent upon shareholder approval of an increase in the
number of authorized shares of Company Common Stock by November 30, 2000. Should
the increase not be authorized, or the shares not be registered by November 30,
2000, the holders of the preferred shares will be entitled to a cash payment of
$18 million.

The Company also announced that in connection with the settlement, Able's
largest customer and shareholder has agreed to extend its Master Services
Agreement with Able to July 1, 2006 and also has agreed to convert all of its
current debt holdings of Able, in the principal amount of $36.5 million, into
seven-year term debt and to assist Able in its efforts to raise new financing.

Billy Ray, Chairman and Chief Executive Officer of Able, stated, "It is with
great pleasure and relief that we announce both the settlement of our disputes
with SIRIT and the


                                       1

<PAGE>   2

tremendous vote of confidence by our biggest customer. I thank our friends at
MCI WorldCom and our preferred shareholders for the tremendous effort and
cooperation in reaching this agreement. Also, I would be remiss if I did not
also thank our employees and our shareholders for their continued support and
patience."

Able Telcom is the premier provider of innovative, high-value turnkey solutions
and services in the design, development, construction and management of
large-scale, facilities-based communication networks. Since 1988 the Company has
installed more local area network fiber-optic cable in the U.S. than any other
company. Able Telcom's customers include emerging telecom service providers,
entrepreneurial Internet Service Providers, and many of the world's largest
telecommunications companies.


================================================================================


Certain matters discussed in this press release may constitute forward-looking
statements within the meaning of the federal securities law. Able Telcom's
actual results could differ materially from those anticipated in such
forward-looking statements as a result of certain factors, including those
detailed from time to time in the Company's reports and filing with the
Securities and Exchange Commission. The Company does not undertake to revise,
and specifically disclaims any obligation, to publicly release the result of any
revisions which may be made to any forward looking statements to reflect the
occurrence of anticipated events or circumstances after the date of such
statements.


                                       2

</TEXT>
</DOCUMENT>
</SUBMISSION>
