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                              ACQUISITION OF STOCK


                                       OF


                               TDI WORLDWIDE, INC.






                            STOCK PURCHASE AGREEMENT












                          Dated as of February 22, 1996







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<PAGE>










                                TABLE OF CONTENTS


                                                                Page

ARTICLE I

         DEFINITIONS..............................................1

ARTICLE II

         PURCHASE OF SHARES.......................................9
         2.1  Purchase and Sale of Shares.........................9
         2.2  Closing............................................10

ARTICLE III

         REPRESENTATIONS AND WARRANTIES OF BUYER.................11
         3.1  Organization and Standing..........................11
         3.2  Authorization and Binding Obligation...............11
         3.3  Absence of Conflicting Agreements or
              Required Consents..................................12
         3.4  Litigation.........................................12
         3.5  Financial Statements and Reports...................12
         3.6  Stock Issuance.....................................13
         3.7  Purchase for Investment............................13

ARTICLE IV

         REPRESENTATIONS AND WARRANTIES OF SELLERS...............13
         4.1  Authorization and Binding Obligation...............13
         4.2  Title to Shares....................................14
         4.3  Capital Stock......................................14
         4.4  Articles of Incorporation; By-laws;
              Minute Books.......................................14
         4.5  Consents; No Conflict..............................15
         4.6  Governmental Approvals and Authorizations..........15
         4.7  Compliance with Laws...............................16
         4.8  Real Property......................................16
         4.9  Title to and Condition of Personal Property........19
         4.10  Intellectual Property.............................19
         4.11  Contracts.........................................20
         4.12  Major Advertisers.................................21
         4.13  Personnel Information.............................21
         4.14  Employee Benefit Plans............................22
         4.15  Litigation........................................24
         4.16  Transaction with Affiliates.......................24
         4.17  Financial Statements, etc.........................24


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<PAGE>









         4.18  Absences of Undisclosed Liabilities...............25
         4.19  Absence of Changes or Events......................25
         4.20  Insurance.........................................27
         4.21  Taxes.............................................27
         4.22  Environmental Matters.............................28
         4.23  Financing Statements..............................29
         4.24  Subsidiaries......................................29
         4.25  Broker or Finder's Fee............................29
         4.26  Purchase for Investment, etc......................29
         4.27  Bank Accounts.....................................30

ARTICLE V

         COVENANTS OF SELLERS....................................30
         5.1  Information Prior to Closing.......................30
         5.2  Conduct of Business................................30
         5.3  Third-Party Consents...............................33
         5.4  Renewal of Contracts...............................33
         5.5  No Inconsistent Action.............................34
         5.6  No Solicitation....................................34
         5.7  Financial Statements...............................34
         5.8  Estoppel Certificates; Consent and Waiver..........34
         5.9  Limitation on Covenants............................35

ARTICLE VI

         COVENANTS OF BUYER......................................35
         6.1  Employee Benefits..................................35
         6.2  Replacement Letters of Credit......................36
         6.3  Third-Party Consents...............................36
         6.4  Indemnification of Officers and Directors..........36
         6.5  Adjustment Event...................................36
         6.6  Books and Records..................................36
         6.7  Rule 144...........................................37

ARTICLE VII

         CONDITIONS PRECEDENT TO BUYER'S OBLIGATION
         TO CLOSE................................................37
         7.1  Representations, Warranties and Covenants..........37
         7.2  Governmental Consents..............................38
         7.3  Third-Party Consents...............................38
         7.4  Sellers' Certificate...............................38
         7.5  Employment Agreement...............................38
         7.6  Adverse Proceedings................................38
         7.7  Payment of Indebtedness; Financing
              Statements.........................................39
         7.8  Cole/TDI Aviation, LLC.............................39
         7.9  Current Assets.....................................39




                                       ii


<PAGE>









         7.10  FIRPTA Certificates...............................40
         7.11  Resignation of Directors..........................40
         7.12  Releases..........................................40
         7.13  Escrow Note; Escrow Agreement.....................41
         7.14  Deliveries........................................41

ARTICLE VIII

         CONDITIONS PRECEDENT TO SELLERS' OBLIGATION
         TO CLOSE................................................41
         8.1  Representations, Warranties and Covenants..........41
         8.2  Governmental Consents..............................41
         8.3  Adverse Proceedings................................41
         8.4  Available Funds....................................42
         8.5  Escrow Note; Escrow Agreement......................42
         8.6  Deliveries.........................................42

ARTICLE IX

         THE CLOSING.............................................42
         9.1  Documents to be Delivered by Sellers...............42
         9.2  Documents to be Delivered by Buyer.................43

ARTICLE X

         TRANSFER TAXES; FEES AND EXPENSES.......................44
         10.1  Transfer Taxes and Similar Charges................44
         10.2  Expenses..........................................44

ARTICLE XI

         SURVIVAL OF REPRESENTATIONS, WARRANTIES AND
         COVENANTS...............................................44

ARTICLE XII

         INDEMNIFICATION.........................................44
         12.1  Indemnification by Sellers........................44
         12.2  Indemnification by Buyer..........................46
         12.3  Limitation on Indemnity Obligation................47
         12.4  Procedures for Certain Claims.....................48
         12.5  Third-Party Claims................................51
         12.6  The Sellers' Representative.......................53
         12.7  Limitation on Claims..............................54
         12.8  Special Limitations...............................54
         12.9  Exclusive Remedy..................................54



                                      iii



<PAGE>











ARTICLE XIII

         TERMINATION RIGHTS......................................55
         13.1  Termination.......................................55
         13.2  Liability.........................................55

ARTICLE XIV

         REMEDIES UPON DEFAULT...................................55

ARTICLE XV

         OTHER PROVISIONS........................................56
         15.1  Confidentiality...................................56
         15.2  Legend............................................57
         15.3  Publicity.........................................57
         15.4  Compliance with HSRA..............................57
         15.5  Benefit and Assignment............................57
         15.6  No Third-Party Beneficiaries......................58
         15.7  Entire Agreement..................................58
         15.8  Waiver............................................58
         15.9  Headings..........................................58
         15.10  Choice of Law....................................59
         15.11  Notices..........................................59
         15.12  Counterparts.....................................60
         15.13  Further Assurances...............................60




                                       iv




<PAGE>









SCHEDULES

1.24              Financing Charge Amount Exclusions
2.1               Financing Charge Statement
4.2               Title to Shares
4.3               Capital Stock
4.5               Consents; No Conflicts
4.6               Governmental Approvals and Authorizations
4.8               Real Property
4.9               Title to Personal Property
4.10              Intellectual Property
4.11              Contracts
4.12              Major Advertisers
4.13              Personnel Information
4.14              Employee Benefit Plans
4.15              Litigation
4.16              Transaction with Affiliates
4.17              Financial Statements
4.19              Absence of Changes or Events
4.20              Insurance
4.21              Taxes
4.22              Environmental Matters
4.23              Financing Statements
4.24              Subsidiaries
4.27              Bank Accounts
5.2(b)            Conduct of Business
5.8               Estoppel Certificates
7.3               Third-Party Consents
7.9               Statement of Net Adjusted Current Assets



                                       v




<PAGE>


                            STOCK PURCHASE AGREEMENT


                  This STOCK PURCHASE AGREEMENT (this  "Agreement"),  made as of
the  22nd  day  of  February,  1996,  is  by  and  among  Infinity  Broadcasting
Corporation,   a  Delaware   corporation   ("Buyer"),   William   M.   Apfelbaum
("Apfelbaum")  and each of the other  stockholders  of TDI  Worldwide,  Inc.,  a
Delaware  corporation  ("TDI"),  listed on SCHEDULE  4.2 hereto  (together  with
Apfelbaum, "Sellers").


                                    RECITALS

                  WHEREAS,  Sellers  collectively  own  all  of the  issued  and
outstanding shares of the Class A Stock and the Class B Stock (as such terms and
other capitalized terms used herein without  definition are defined in Article I
hereof);

                  WHEREAS, Sellers wish to sell all of the Class A Stock and the
Class B Stock to Buyer,  and Buyer  wishes to  purchase  such  Class A Stock and
Class B Stock from Sellers,  on the terms and subject to the  conditions  herein
provided; and

                  WHEREAS,  the Board of  Directors  of Buyer has  approved  the
purchase  of the Class A Stock and the Class B Stock  from  Sellers on the terms
and subject to the conditions herein provided.

                  NOW, THEREFORE, the parties hereto agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

                  Unless otherwise stated,  the following terms when used herein
have the meanings assigned to them below.

                  1.1  "Affiliate"  means a Person that directly,  or indirectly
through one or more intermediaries,  controls,  or is controlled by, or is under
common control with, the Person specified.

                  1.2  "Apfelbaum" has the meaning set forth in the
preamble to this Agreement.




                                       1


<PAGE>



                  1.3 "Applicable  Law" means all applicable  provisions of all
(I) constitutions,  treaties, statutes, laws (including, but not limited to, the
common law), rules, regulations, ordinances, codes or orders of any Governmental
Authority and (II) orders, decisions,  rulings,  injunctions,  judgments, awards
and decrees or consents of or agreements with any Governmental Authority.

                  1.4  "Billboard  Lease"  means  any  lease  of  real  property
providing  for annual  payments  of $75,000 or more,  including  any  amendments
thereto,  on which one or more  billboards  owned by TDI or any  Subsidiary  are
located.

                  1.5  "Business  Day,"  whether or not  initially  capitalized,
means every day of the week excluding Saturdays, Sundays and federal holidays.

                  1.6  "Buyer" has the meaning set forth in the
preamble to this Agreement.

                  1.7  "Claim" has the meaning set forth in Section
12.4 hereof.

                  1.8 "Class A Stock" means the Class A Common Stock,  par value
$.01 per share, of TDI.

                  1.9 "Class B Stock" means the Class B Common Stock,  par value
$.01 per share, of TDI.

                  1.10  "Closing" has the meaning set forth in
Section 2.2 hereof.

                  1.11  "Closing Date" means the date on which the
Closing occurs.

                  1.12  "Code"  means  the  Internal  Revenue  Code of 1986,  as
amended,  together with all  regulations  and rulings  issued  thereunder by any
Governmental Authority.

                  1.13  "Computer   Programs"   means  all  computer   software,
firmware,  programs and source disks,  program  documentation,  tapes,  manuals,
forms, guides and other materials with respect thereto.

                  1.14  "Confidential Information" has the meaning
set forth in Section 15.1 hereof.

                  1.15  "Contracts" means, subject to the next
sentence of this definition, (I) all contracts, agreements,



                                       2



<PAGE>



licenses,  commitments and orders for the sale, purchase or barter of materials,
supplies, goods or services or any combination of the foregoing, relating to the
assets or business of TDI or any Subsidiary, (II) all Billboard Leases and other
leases  for the use of  personal  property  in connection  with the  assets or
business of TDI or any  Subsidiary,  (III) all  franchise or similar  agreements
relating to the business of TDI or any Subsidiary, (IV) all Real Property Leases
relating to the  business  of TDI or any  Subsidiary,  (V) all Trade  Agreements
relating to the business of TDI or any Subsidiary,  (VI) all partnership,  joint
venture  or other  arrangements  involving  a sharing  of  profits  or  expenses
relating to the business of TDI or any Subsidiary and (VII) all other  contracts
and agreements of whatever nature which pertain to the assets or business of TDI
or any Subsidiary,  including,  but not limited to, those franchise  agreements,
purchase orders, leases, Trade Agreements and other agreements and contracts set
forth on SCHEDULES 4.8, 4.11 AND 4.13 hereto. Notwithstanding the foregoing, the
term "Contract"  shall not include any (W) contract,  agreement  (other than any
franchise agreement), lease, license agreement, Trade Agreement or Real Property
Lease which  provides for annual  payments of less than $50,000 or is terminable
on not more than 30 days notice without liability to TDI or any Subsidiary,  (X)
advertising  contract  entered  into in the  ordinary  course of business  which
provides  for  payments of less than  $100,000  during the current  term of such
advertising  contract  (without  giving  effect  to  any  renewal  or  extension
thereof),  (Y) Billboard Lease with an annual rent of less than $75,000,  or (Z)
contract, agreement or other obligation which will be terminated without further
liability  to or  obligation  of TDI  or  any  Subsidiary  upon  payment  of the
Financing Charge Amount.

                  1.16  "Environmental  Laws" means all applicable local,  state
and federal statutes and regulations  relating to the protection of human health
or the environment.

                  1.17 "ERISA" means the Employee Retirement Income Security Act
of 1974, as amended, together with the regulations and rulings issued thereunder
by any Governmental Authority.

                  1.18 "Escrow Agent" means the agent under the Escrow Agreement
which shall hold and administer  the Escrow Note in accordance  with Article XII
hereof and the Escrow Agreement.




                                       3



<PAGE>



                  1.19 "Escrow Agreement" means an Escrow Agreement, dated as of
the  Closing  Date,  among  Buyer,  Sellers  and the Escrow  Agent,  in form and
substance satisfactory to the Sellers' Representative and Buyer.

                  1.20 "Escrow Note" means a non-recourse  (except to the extent
of the Retained  Shares referred to in such Escrow Note),  non-interest  bearing
promissory  note of Buyer,  in form and substance  satisfactory  to the Sellers'
Representative and Buyer,  evidencing Buyer's obligation to deliver the Retained
Shares to  Sellers  in  accordance  with  Section  12.4  hereof  and the  Escrow
Agreement.

                  1.21  "Exchange Act" means the Securities Exchange
Act of 1934, as amended.

                  1.22  "Executive  Officers  of TDI"  means the  Chairman,  the
Presidents,  the Executive Vice  Presidents,  the Senior Vice Presidents and the
Treasurer  of  TDI  and  the  Subsidiaries  and  the  Managing  Director  of TDI
Advertising, Ltd.

                  1.23 "Financial Statements" means (I) the audited consolidated
balance sheets for TDI and the  Subsidiaries  as of December 31, 1993,  December
31, 1994 and March 31, 1995 and the related  statements of  operations  and cash
flows for the fiscal year,  then ended,  certified,  in each case,  by Coopers &
Lybrand L.L.P. and (II) the unaudited consolidated balance sheet for TDI and the
Subsidiaries  as of December 31, 1995 and the related  statements  of operations
and cash flows for the twelve month period then ended.

                  1.24  "Financing   Charge  Amount"  means  the  consolidated
liability of TDI and the  Subsidiaries  in respect of (I) all  indebtedness  for
borrowed money (including the current portion of any long-term  indebtedness) or
for the  deferred  purchase  price of property  (other than (X) any such amounts
included as a current liability in the determination of the Net Adjusted Current
Assets and (Y) any such  amounts set forth on SCHEDULE  1.24  hereto),  (II) any
other  indebtedness which is evidenced by a note,  bond,  debenture or similar
instrument,  (III) except as set forth on SCHEDULE  1.24 hereto,  all  interest,
fees,  premiums and other charges or amounts payable of any kind with respect to
any  indebtedness  referred  to in clauses  (i) and (ii)  above,  including  all
deferred fees and  termination  fees,  (IV) all  obligations  under any lease of
property,  real or personal, the obligations in respect of which are required in
accordance with GAAP to be capitalized on a balance sheet of




                                       4


<PAGE>



the lessee (including  current  maturities of all such capitalized  obligations)
and (V) all obligations in respect of letters of credit or acceptances issued or
created  for the account of TDI or any such  Subsidiary  (other than the standby
letters of credit set forth on SCHEDULE 1.24 hereto).

                  1.25  "Financing Charge Statement" has the meaning
set forth in Section 2.1(b) hereof.

                  1.26 "GAAP" means United States generally accepted  accounting
principles consistently applied.

                  1.27  "Government Approvals" has the meaning set
forth in Section 4.6 hereof.

                  1.28 "Governmental  Authority" means any nation or government,
any  state or other  political  subdivision  there  of,  any  entity  exercising
executive,  legislative,  judicial, regulatory or administrative functions of or
pertaining  to  government,  including,  but  not  limited  to,  any  government
authority,  agency, board,  commission,  court, department or instrumentality of
the United  States,  any State of the United  States,  the United  Kingdom,  the
Republic of Ireland or any political  subdivision  thereof,  and any tribunal or
arbitrator(s) of competent jurisdiction, and any self-regulatory organization.

                  1.29  "Hambro" means Hambro Group Investments
Limited, an England corporation.

                  1.30 "Hazardous Substance" means asbestos-containing material
and any and all  hazardous or toxic sub stances,  materials or wastes as defined
or listed under the Resource Conservation and Recovery Act, the Toxic Substances
Control  Act,  the  Comprehensive   Environmental  Response,   Compensation  and
Liability  Act or any  comparable  state statute or any  regulation  promulgated
under any of such federal or state statutes.

                  1.31 "HSRA" means the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, and the regulations adopted thereunder.

                  1.32  "Infinity Reports" has the meaning set forth
in Section 3.5 hereof.

                  1.33  "Infinity  Stock" means Class A Common Stock,  par value
$.002 per share, of Buyer hereof.




                                       5


<PAGE>



                  1.34  "Initial Purchase Price" has the meaning set
forth in Section 2.1(a) hereof.

                  1.35 "Intellectual  Property" means United States (federal and
state)  and  foreign  trademarks,  service  marks,  trade  names,  trade  dress,
copyrights,  and similar rights,  including  registrations  and  applications to
register or renew the  registration  of any of the foregoing,  the United States
and foreign letters patent and patent applications,  and inventions,  processes,
designs, formulae, trade secrets, jingles,  know-how,  confidential business and
technical  information,  Computer  Programs,  data  and  documentation,  and all
similar intangible property rights, tangible embodiments of any of the foregoing
(in any medium including  electronic  media), and licenses or permits to use any
of the foregoing.

                  1.36  "Intellectual Property Assets" has the
meaning set forth in Section 4.10 hereof.

                  1.37  "Knowledge  of TDI"  means the  actual  or  constructive
knowledge of the Executive  Officers of TDI and any such  knowledge of TDI shall
be deemed to be the knowledge of all Sellers  other than  Teachers  and Hambro.
For purposes of the  foregoing,  an Executive  Officer of TDI shall be deemed to
have constructive  knowledge of any fact or thing if, in light of such Executive
Officer's position or responsibilities with respect to TDI and the Subsidiaries,
he or she should have known of such fact or thing.

                  1.38  "Liens"  means all  debts,  liens,  security  interests,
mortgages, pledges, judgments, trusts, adverse claims, liabilities, encumbrances
and other  impairments  of title,  other than, in the case of Sections 4.5, 4.8,
4.9,  4.10,  4.22 and 5.2(b)(v)  hereof only, any  encumbrances  relating to any
property or asset which do not materially impair or adversely effect the use for
which such property or asset is currently utilized or the value of such property
or asset.

                  1.39  "Liquidated  Liability  Amount" means an amount equal to
$500,000,  which  amount  represents  Sellers'  good  faith  estimate  of  TDI's
liability with respect to the multiemployer plan withdrawal  liability described
on SCHEDULE 4.14 hereto.

                  1.40  "Losses" has the meaning set forth in
Section 12.1 hereof.



                                       6




<PAGE>



                  1.41 "Material Adverse Effect" means a material adverse effect
on the business, assets, properties, liabilities, revenues, costs and expenses,
income before provision for income taxes, operations or condition, financial or
otherwise, of TDI and the Subsidiaries, taken as a whole. In determining whether
any individual event would result in a Material Adverse Effect,  notwithstanding
that such event does not of itself have such effect,  a Material  Adverse Effect
shall be deemed to have occurred if the cumulative  effect of such event and all
other then existing events would result in a Material Adverse Effect.

                  1.42  "Multiemployer Plan" has the meaning set
forth in Section 4.14 hereof.

                  1.43 "Net  Adjusted  Current  Assets"  means the excess of (I)
cash, accounts receivable (less the allowance for doubtful accounts) and prepaid
expenses over (II) transit franchise payable, accounts payable and other current
liabilities   (excluding  interest  and  fees  with  respect  to  any  long-term
indebtedness  or  capitalized  obligations  included  in  the  Financing  Charge
Amount),  in each case, as  determined  in accordance  with GAAP and in a manner
consistent with the preparation of the Financial Statements.

                  1.44  "NYSE" means The New York Stock Exchange.

                  1.45  "Owned  Real  Property"  means  all real  property and
interests in real property owned by TDI or any  Subsidiary  (other than any real
property on which any bill board is located),  together  with all  easements and
other appurtenances for the benefit thereof.

                  1.46  "Permitted Encumbrances" has the meaning set
forth in Section 7.7 hereof.

                  1.47 "Person" means an individual,  corporation,  partnership,
limited liability company,  association,  trust or other entity or organization,
including a government or political  subdivision or an agency or instrumentality
thereof.

                  1.48  "Plan" has the meaning set forth in Section
4.14 hereof.

                  1.49  "Prospective Claim" has the meaning set
forth in Section 12.4(a)(iii) hereof.


                                       7





<PAGE>



                  1.50  "Purchase Price" has the meaning set forth
in Section 2.1(c) hereof.

                  1.51 "Real Property Lease" means any lease, sub lease, license
and occupancy  agreement  (other than any Billboard  Lease) providing for annual
payments of more than $50,000,  including any  amendments  thereto,  pursuant to
which TDI or any  Subsidiary is the lessee,  sublessee,  licensee or occupant of
real  property  used in,  held for use in connection with,  necessary  for the
conduct of, or otherwise  material  to, the  business of TDI or any  Subsidiary,
together with all easements and other appurtenances for the benefit thereof.

                  1.52  "Representatives" has the meaning set forth
in Section 15.1 hereof.

                  1.53  "Retained Shares" has the meaning set forth
in Section 2.2(e) hereof.

                  1.54  "SEC" means the Securities and Exchange Commission.

                  1.55  "Securities Act" means the Securities Act of
1933, as amended.

                  1.56  "Sellers" has the meaning set forth in the preamble to 
this Agreement.

                  1.57  "Sellers' Representative" has the meaning set forth in 
Section 12.6(a) hereof.

                  1.58  "Services Agreements" has the meaning set
forth in Section 4.13(a) hereof.

                  1.59  "Shares" means the Class A Stock and the Class B Stock.

                  1.60  "Statement  of Net  Adjusted  Current  Assets"  has  the
meaning set forth in Section 7.9 hereof.

                  1.61  "Stock Portion" has the meaning set forth in
Section 2.2(c) hereof.

                  1.62 "Subsidiary" means any corporation, partner ship, limited
liability company or other entity of which TDI owns, directly or indirectly,  at
least a majority of the securities or other  ownership  interests  having by the
terms thereof ordinary voting power to elect a majority of the


                                       8




<PAGE>



board of  directors  or other  persons  performing  similar  functions of such
corporation,  partnership, limited liability company or other entity, including,
without  limitation,  LDI,  Limited,  TDI Advertising,  Ltd.,  British Transport
Advertising, Ltd., BTA Buses Limited, Outdoor Images Limited
and TDI-Metro Limited.

                  1.63 "Tax" means any federal,  state, local or foreign income,
alternative, minimum, accumulated earnings, personal holding company, franchise,
unincorporated  business,  capital  stock,  profits,  windfall  profits,  gross
receipts,  sales,  use, value added,  transfer,  registration,  stamp,  premium,
excise, customs duties, severance, environmental (including taxes under Section
59A of the Code),  real  property,  personal  property,  ad valorem,  occupancy,
license,  occupation,   employment,   payroll,  social  security,  disability,
unemployment,  workers'  compensation,  withholding,  estimated or similar tax,
duty,  fee,  assessment or other govern mental  charge or  deficiencies  thereof
(including all interest and penalties thereon and additions thereto).

                  1.64  "TDI" has the meaning set forth in the preamble to this 
Agreement.

                  1.65  "Teachers" means Teachers Insurance and Annuity 
Association of America.

                  1.66  "Trade  Agreements"  means  Contracts  for  the  sale of
advertising for consideration other than cash.

                  1.67  "Transferring Employees" has the meaning set forth in 
Section 6.1(a) hereof.


                                   ARTICLE II

                               PURCHASE OF SHARES

                  2.1 PURCHASE AND SALE OF SHARES.  (a) Subject to the terms and
conditions  hereof,  Sellers  will  sell the  Shares to  Buyer,  and Buyer  will
purchase  the Shares from  Sellers,  for an  aggregate  purchase  price equal to
$300,000,000 (the "Initial  Purchase Price"),  subject to adjustment as provided
in Section 2.1(c) hereof.

                  (b) At least five Business Days prior to the Closing Date, TDI
shall  deliver a statement  setting  forth TDI's good faith  calculation  of the
Financing  Charge  Amount  as of the  Closing  Date,  together  with  reasonable
supporting





                                       9

<PAGE>



documentation  with respect to such calculation (such statement,  the "Financing
Charge  Statement").  The Financing Charge Statement (I) shall be in the form of
SCHEDULE 2.1 hereto,  which sets forth  Sellers' good faith  calculation  of the
Financing  Charge Amount as of December 31, 1995, and (II) shall be in substance
reasonably satisfactory to Buyer.

                  (c) The  Initial  Purchase  Price  shall be reduced by (I) the
Financing  Charge Amount and (II) the Liquidated  Liability Amount (as adjusted,
the  "Purchase  Price")  and shall be payable  at the  Closing in the manner set
forth in Sections 2.2(c), 2.2(d) and 2.2(e) hereof.

                  2.2  CLOSING.  The  closing  of the sale and  purchase  of the
Shares (the "Closing")  shall take place at the offices of Debevoise & Plimpton,
875 Third  Avenue,  New York,  New York 10022 at 10:00 a.m. on the next Business
Day that is fifteen days after the condition set forth in Section 7.3 hereof has
been  satisfied  (or waived by Buyer),  or on such other date as the parties may
agree to in writing. At the Closing:

                  (a) Each Seller shall deliver to Buyer,  free and clear of all
         Liens, one or more  certificates  representing the number and class of
         Shares set forth  opposite  such  Seller's  name under the  appropriate
         column on SCHEDULE 4.2 hereto,  in negotiable form and duly endorsed in
         blank or accompanied  by stock powers or other  instruments of transfer
         duly executed in blank by such Seller, and accompanied by all requisite
         stock transfer stamps;

                  (b) Buyer will pay to each Seller,  in the manner set forth in
         Sections 2.2(c),  2.2(d) and 2.2(e) hereof, the portion of the Purchase
         Price set forth opposite such Seller's name on SCHEDULE 4.2 hereto;

                  (c) Subject to Section 2.2(e) hereof,  Buyer shall pay to each
         Seller an amount equal to 25% of the Purchase Price  applicable to such
         Seller (the "Stock  Portion") by  delivering to such Seller such number
         of shares of Infinity  Stock,  rounded up or down to the nearest  whole
         share,  as have a value equal to the Stock  Portion  applicable to such
         Seller.  For  purposes of this Section  2.2(c),  each share of Infinity
         Stock shall be valued based upon a per share price equal to the average
         closing price of the Infinity  Stock as reported on NYSE for the twenty
         Business Days ending two Business Days prior to the Closing Date;



                                       10



<PAGE>



                  (d)  Buyer  shall pay to each  Seller  an amount  equal to the
         difference between (I) the Purchase Price applicable to such Seller and
         (II) the Stock  Portion  applicable  to such Seller by wire transfer of
         immediately available funds to an account at a bank or other financial
         institution  designated by such Seller to Buyer at least three Business
         Days before the Closing Date; and

                  (e)  Notwithstanding  anything in Section 2.2(c) hereof to the
         contrary,  Buyer shall retain  $10,000,000  of the  aggregate  Purchase
         Price  payable  to  Sellers  by  withholding  from  the  Stock  Portion
         otherwise  payable to Sellers  pursuant to Section 2.2(c) hereof,  on a
         proportionate basis, such number of shares of Infinity Stock as have a
         value,  as  determined  in the  same  manner  as set  forth in the last
         sentence of Section 2.2(c) hereof,  equal to $10,000,000 (such retained
         shares, the "Retained  Shares").  The Retained Shares shall be retained
         by Buyer as partial  security  for  amounts  potentially  owed to it by
         Sellers under Article XII hereof and shall only be delivered to Sellers
         by Buyer as provided in Section  12.4 hereof and the Escrow  Agreement.
         Buyer shall  deliver the Escrow Note to the Escrow Agent at the Closing
         to evidence its obligation to deliver the Retained Shares to Sellers in
         the manner set forth in Section 12.4 hereof and the Escrow Agreement.


                                   ARTICLE III

                     REPRESENTATIONS AND WARRANTIES OF BUYER

                  Buyer represents and warrants to Sellers as follows:

                  3.1  ORGANIZATION  AND STANDING.  Buyer is a corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Delaware.

                  3.2  AUTHORIZATION AND BINDING OBLIGATION.  Buyer has all  
necessary  corporate  power and authority to enter into and perform its
obligations under this Agreement and the transactions  contemplated hereby, and,
on or before the Closing Date,  Buyer's  execution,  delivery and performance of
this  Agreement  will have been duly and  validly  authorized  by all  necessary
corporate action on its part. On or before the Closing Date, this Agreement will
have been duly execu-

                                       11

<PAGE>


ted and  delivered  by  Buyer  and,  upon  such  execution  and  delivery,  will
constitute  its  valid  and  binding  obligation,   enforceable  against  it  in
accordance  with its terms,  except as limited by laws affecting the enforcement
of creditors' rights generally or equitable principles.

                  3.3 ABSENCE OF  CONFLICTING  AGREEMENTS OR REQUIRED  CONSENTS.
Except for the requirements of the HSRA, the execution, delivery and performance
of this  Agreement  by Buyer:  (A) will not  violate  any  provision  of Buyer's
articles of incorporation or by-laws; (B) will not violate any Applicable Law to
which  Buyer is bound;  and (C) will  not,  either  alone or with the  giving of
notice or the passage of time, or both,  conflict with,  constitute  grounds for
termination  of or  result in a  material  breach of the  terms,  conditions  or
provisions of, or constitute a material  default under,  or accelerate or permit
the  acceleration  of any  performance  required by the terms of any  agreement,
instrument, license or permit to which Buyer is now subject, except for any such
conflict,  termination,  breach,  default or acceleration which would not impair
Buyer's ability to perform its obligations under this Agreement.

                  3.4 LITIGATION.  There is no claim, litigation,  proceeding or
investigation  pending or, to the best of Buyer's knowledge,  threatened,  which
seeks to enjoin or prohibit,  or otherwise questions the validity of, any action
taken or to be taken by Buyer in connection with this Agreement.

                  3.5  FINANCIAL  STATEMENTS  AND  REPORTS.  Buyer has filed all
required  forms,  reports and documents  with the SEC required to be filed by it
pursuant  to the  Securities  Act and  the  Exchange  Act,  and  the  rules  and
regulations promulgated thereunder,  all of which have complied in all material
respects with the applicable requirements of the Securities Act and the Exchange
Act and such rules and  regulations.  Buyer has previously  furnished to Sellers
copies of all such  forms,  reports  and  documents  filed by Buyer with the SEC
since  January 1, 1994  (hereinafter  collectively  referred to as the "Infinity
Reports").  None of the Infinity Reports,  including,  without  limitation,  any
financial statements or schedules included therein, at the time filed, contained
any  untrue  statement  of a material  fact or omitted to state a material  fact
required  to be stated  therein  or  necessary  in order to make the  statements
therein,  in light  of the circumstances  under  which  they  were  made,  not
misleading.  The financial  statements of Buyer included in the Infinity Reports
were prepared in accordance with GAAP applied on a


                                       12




<PAGE>



consistent  basis (except as otherwise noted in such financial  statements) and
present fairly the financial  position,  results of  operations,  cash flows and
changes in financial  position of Buyer and its consolidated  subsidiaries as of
the dates or the periods  indicated,  subject,  in the case of unaudited interim
consolidated financial statements, to normal year-end adjustments.

                  3.6 STOCK  ISSUANCE.  The Infinity Stock to be issued pursuant
to this  Agreement  has been duly  authorized  for  issuance and when issued and
delivered by Buyer in accordance  with the  provisions of this Agreement will be
validly  issued,  fully  paid and  non-assessable  and  listed on the NYSE.  The
issuance  of  Infinity  Stock  under this  Agreement  will not be subject to any
preemptive or similar rights.

                  3.7 PURCHASE FOR INVESTMENT. Buyer is acquiring the Shares for
its own account and not  directly or  indirectly  with a view to, or for sale in
connection with, any distribution thereof in violation of the Securities Act.


                                   ARTICLE IV

                    REPRESENTATIONS AND WARRANTIES OF SELLERS

                  Each Seller  severally  represents and warrants to Buyer as to
the matters set forth in Sections  4.1,  4.2 and 4.26 hereof and the matters set
forth in Sections 4.5 and 4.25 and the fourth sentence of Section 4.22(a) hereof
to the extent pertaining to such Seller. In addition, with respect to all of the
other representations and warranties in this Article IV, each Seller (other than
Teachers and Hambro)  jointly and severally  represents and warrants to Buyer as
follows:

                  4.1  AUTHORIZATION AND BINDING OBLIGATION.  Such Seller
has all necessary  power and  authority  (or, in the case of Hambro and Teachers
all  necessary  corporate  power and  authority)  to enter into and  perform its
obligations under this Agreement and the transactions  contemplated hereby. Such
Seller's execution, delivery and performance of this Agreement has been duly and
validly  authorized by all necessary  action on its part and this  Agreement has
been duly executed and delivered by such Seller. This Agreement  constitutes the
valid and binding obligation of such Seller,  enforceable against such Seller in
accordance with its




                                       13


<PAGE>



terms,  except as limited by laws affecting the enforcement of creditors' rights
generally or equitable principles.

                  4.2  TITLE TO  SHARES.  Except as set  forth on  SCHEDULE  4.2
hereto,  such Seller owns the number of Shares set forth  opposite such Seller's
name under the  appropriate  column on SCHEDULE 4.2 hereto  beneficially  and of
record,  free and clear of all Liens,  and, upon the delivery of and payment for
such Shares at the Closing as provided for in this Agreement, Buyer will acquire
good and valid title to all such Shares  being sold to it by such  Seller,  free
and clear of all Liens,  other than any Liens  created by or on behalf of Buyer.
Except as set forth on  SCHEDULE  4.3  hereto,  such  Seller's  transfer of such
Shares is not subject to preemptive or similar rights on the part of any Person.

                  4.3 CAPITAL STOCK. SCHEDULE 4.3 hereto lists all of the issued
and  outstanding  capital  stock  and  other  equity  interests  of TDI  and the
Subsidiaries.  All such issued and  outstanding  capital  stock and other equity
interests  of TDI and the  Subsidiaries  have been duly  authorized  and validly
issued, are fully paid and  non-assessable.  Except as set forth in SCHEDULE 4.3
hereto, no subscriptions, options, warrants, calls, conversions or other rights,
agreements,  commitments,  arrangements or understandings of any kind obligating
TDI, any Subsidiary or such Seller, contingently or otherwise, to issue or sell,
or cause to be issued or sold, any capital stock or other equity interest of TDI
or any  Subsidiary,  or  securities  convertible  into or exchange  able for any
capital  stock  or  other  equity  interest  of  TDI  or  any  Subsidiary,   are
outstanding,  and no authorization  therefor has been given. Except as set forth
in SCHEDULE 4.3 hereto, there are no outstanding  contractual obligations of TDI
or  any  Subsidiary  to  repurchase,  redeem  or  otherwise  acquire  any of its
outstanding capital stock or other equity interests.

                  4.4 ARTICLES OF INCORPORATION; BY-LAWS; MINUTE BOOKS. True and
complete  copies  of  the  articles  of  incorporation,   by-laws  and  other
organizational documents of TDI and each Subsidiary, as amended to and including
the date hereof, have been delivered to Buyer. Neither TDI nor any Subsidiary is
in violation of any provision of its articles of incorporation, by-laws or other
organizational  documents. The stock books and stock transfer records of TDI and
each  Subsidiary,  true and complete copies of which have been made available to
Buyer, contain true and complete records of all issuances and transfers of Class
A Stock, Class B Stock, capital stock and other equity interests of TDI and the




                                       14


<PAGE>



Subsidiaries.  The minute books of TDI and each Subsidiary, which have been made
available to Buyer, correctly reflect in all material respects (I) all corporate
actions  taken by the  stockholders  of each such entity that such  stockholders
were required by Applicable Law to take, (II) all corporate actions taken by the
Board of Directors of each such entity that such Board of Directors was required
by  Applicable  Law to take and (III) all other  corporate  actions taken by the
stockholders  and the Board of  Directors  of each such  entity  (other than TDI
Outdoor,  Inc. and TDI  International,  Inc.,  as to which no corporate  minutes
exist) from the date of its formation to and including the date hereof.

                  4.5 CONSENTS; NO CONFLICT.  Except for the requirements of the
HSRA or as  specifically  disclosed in SCHEDULE  4.5 OR 4.6 hereto,  (A) none of
such Seller, TDI or any Subsidiary is required to obtain the consent,  authoriza
tion or approval of any third party (other than  Government  Approvals which are
covered in Section  4.6  hereof)  as a condition to the  consummation  of this
Agreement by such Seller and (B) neither the execution,  delivery or performance
of this  Agreement  by  such  Seller  or the  consummation  of the  transactions
contemplated  hereby will (I) conflict with, result in a breach of or constitute
a default under the articles of incorporation,  by-laws or other  organizational
documents of such Seller, TDI or any Subsidiary,  (II) conflict with, result in
a breach of, contravene or constitute a default under, or be an event which with
the giving of notice or passage of time or both will  become a material  default
under,  any Applicable  Law,  Contract or other agreement or commitment to which
such Seller, TDI or any Subsidiary is a party or by which any of them (or any of
their  properties  or assets) is subject or bound,  (III) result in the creation
of, or give any party the right to create,  any Lien upon the property or assets
of TDI or any  Subsidiary or (IV)  terminate or modify in any material  respect,
give any third party the right to terminate  or modify in any material  respect,
or result in the  vesting  or  acceleration  of any  amount or  benefit  paid or
payable under, the provisions or terms of any Contract.

                  4.6 GOVERNMENTAL  APPROVALS AND AUTHORIZATIONS.  Except as set
forth in SCHEDULE 4.6 hereto and except for the  requirements  of the HSRA,  all
approvals, permits,  qualifications,  authorizations,  licenses, franchises, con
sents,   orders,   registrations   or  other  approvals   (collectively,   the
"Governmental Approvals") of all Governmental Authorities which are necessary in
order to permit TDI and the Subsidiaries to carry on their respective businesses
or




                                       15


<PAGE>



for the lawful  consummation by such Seller of this Agreement have been obtained
and are in full force and effect, except where the failure to obtain or maintain
any such  Govern  mental  Approval  in full force and  effect  would not cause a
Material  Adverse  Effect.  Each of the  Governmental  Approvals  is  listed  on
SCHEDULE 4.6 hereto and TDI has  delivered to Buyer true and complete  copies of
all such Governmental Approvals, including any and all amendments and other modi
fications  to such items.  There has been no material  violation,  cancellation,
suspension,  revocation or default of any Governmental Approval or any notice of
violation,  cancellation,  suspension,  revocation, default or dispute affecting
any Governmental Approval, and, to the Knowledge of TDI, no basis exists for any
such action,  including,  without limitation, as a result of the consummation of
the transactions contemplated by this Agreement.

                  4.7 COMPLIANCE WITH LAWS. Neither TDI nor any Subsidiary is in
conflict with or in violation or breach of or default  under (A) any  Applicable
Law  (except  for  conflicts,  violations  or  breaches  that  would not cause a
Material  Adverse Effect) or (B) any provision of its  organizational  documents
and neither TDI nor any  Subsidiary  has received any written  notice or, to the
Knowledge of TDI, any other notice alleging any such conflict, violation, breach
or default.

                  4.8 REAL PROPERTY. (a) SCHEDULE 4.8 PART (A) hereto contains a
complete  and correct  list of all Owned Real  Property,  together  with a legal
description  of each parcel of Owned Real  Property  with a fair market value in
excess of $100,000, including a summary description of the buildings, structures
and other improvements  located on each such Owned Real Property with such value
in excess of $100,000.  Except as set forth in SCHEDULE 4.8 PART (A) hereto, TDI
and the Subsidiaries,  as the case may be, have good and marketable fee title in
the  Owned  Real  Property,  including  the  buildings,   structures  and  other
improvements  thereon,  free and clear of all  Liens,  except  for  utility  and
similar  easements that would not  individually  or in the aggregate  materially
impair or  adversely  effect  the use for which  such  Owned  Real  Property  is
currently  utilized or the value of such Owned Real Property.  TDI has delivered
to Buyer  true and  correct  copies of any title  insurance  commitments,  title
insurance policies and surveys in TDI's or any Subsidiary's  possession relating
to each parcel of Owned Real Property with a value in excess of $100,000.




                                       16



<PAGE>



                  (b)  SCHEDULE  4.8 PART (B) hereto  contains  a  complete  and
correct list of all Real Property  Leases,  setting forth the address,  landlord
and tenant for each Real Property  Lease,  describing  all  improvements  leased
pursuant  to each Real  Property  Lease,  listing  the  expiration  date of, the
current  annual rent paid under each Real  Property  Lease and whether such Real
Property  Lease contains any renewal or purchase  options.  Except for the Owned
Real  Property,  the Real  Property  Leases and the  Billboard  Leases,  no real
property is used or occupied by TDI or any Subsidiary.

                  (c)  SCHEDULE  4.8 PART (C) hereto  contains  a  complete  and
correct list of all Billboard  Leases,  setting forth the address,  landlord and
tenant for each Billboard  Lease,  listing the  expiration  date of, the current
annual rent paid under each Billboard Lease.

                  (d) Except as set forth on SCHEDULE  4.8 PART (D) hereto,  the
improvements  upon each  parcel of Owned Real  Property  and the current use and
operation of such real property conforms in all material respects to all restric
tive covenants,  conditions,  easements, building, subdivision and similar codes
and federal,  state and local laws, regulations,  rules,  orders and ordinances
and neither  TDI nor any  Subsidiary  has  received  any  written  notice of any
violation or claimed violation of any such restrictive  covenant,  condition or
easement, or any building, subdivision or similar code, or any federal, state or
local law, regulation, rule, order or ordinance. Except as set forth on SCHEDULE
4.8 PART (D) hereto, the Owned Real Property is zoned for the purposes for which
it is currently being used by TDI or the  Subsidiaries,  as the case may be. The
improvements  on the Owned  Real  Property  are in good  working  condition  and
repair.

                  (e) Except as set forth on SCHEDULE  4.8 PART (E)  hereto,  to
the Knowledge of TDI, the improvements  upon each parcel of real property leased
by TDI or any Subsidiary,  as the case may be, and the current use and operation
of such real  property  conforms in all  material  respects  to all  restrictive
covenants,  conditions,  easements,  building, subdivision and similar codes and
federal,  state and local laws,  regulations,  rules,  orders and ordinances and
neither TDI nor any  Subsidiary has received any written notice of any violation
or claimed violation of any such restrictive covenant, condition or easement, or
any building,  sub division or similar code, or any federal, state or local law,
regulation,  rule, order or ordinance.  Except as set forth on SCHEDULE 4.8 PART
(E) hereto, to the Knowledge of



                                       17



<PAGE>



TDI, the premises  which are the subject of the Real  Property  Leases are zoned
for the  purposes  for  which  they  are  currently  being  used by TDI or the
Subsidiaries,  as the case may be. To the Knowledge of TDI, the  improvements on
the real property premises which are the subject of the Real Property Leases are
in good working condition and repair.

                  (f) Neither TDI nor any Subsidiary has any knowledge of or has
received written notice of any pending,  threatened,  or contemplated  action to
take by eminent  domain or  otherwise  to condemn  any portion of the Owned Real
Property  or any  portion  of any  premises  which are the  subject  of the Real
Property Leases.  There exists no writ,  injunction,  decree, order or judgment,
nor any litigation, pending or to the Knowledge of TDI, threatened,  relating to
the ownership,  use, lease, occupancy or operation of the Owned Real Property or
any of the premises which are the subject of the Real Property Leases.

                  (g) Each Real  Property  Lease and  Billboard  Lease is legal,
valid,  binding,  enforceable  and in full force and  effect.  None of TDI,  any
Subsidiary or, to the Knowledge of TDI, any other party is in material  default,
violation or breach under any Real  Property  Lease or Billboard  Lease,  and no
event has occurred and is  continuing  that  constitutes  or, with notice or the
passage of time or both,  would  constitute  a material  default,  violation  or
breach  thereunder.  No material amount payable under any Real Property Lease or
Billboard  Lease is past due.  Neither TDI nor any  Subsidiary  has received any
written  notice of a material  default,  offset or  counterclaim  under any Real
Property  Lease  or  Billboard  Lease  or  any  other  communication   asserting
non-compliance  with any Real  Property  Lease or Billboard  Lease.  TDI and the
Subsidiaries, as the case may be, have the exclusive right to use and occupy the
premises  leased under each Real Property Lease or Billboard  Lease to which TDI
or any  Subsidiary,  as the case may be,  is a party.  TDI and the  Subsidiaries
enjoy peaceful and undisturbed  possession of the premises leased by TDI and the
Subsidiaries,  as the case may be, under each Real Property Lease. Except as set
forth on  SCHEDULE  4.8 PART (G)  hereto,  the  Owned  Real  Property,  the Real
Property Leases and the Billboard Leases are free and clear of all Liens, except
for lessors' interests in the Real Property Leases and the Billboard Leases. TDI
has delivered to Buyer, complete and correct copies of the Real Property Leases,
together,  in the case of any subleases or similar  occupancy  agreements,  with
copies of all overleases.




                                       18



<PAGE>



                  4.9 TITLE TO AND CONDITION OF PERSONAL  PROPERTY.  (a) TDI and
each of the  Subsidiaries  has good and  valid  title to all  tangible  personal
property which it owns,  including all tangible personal  property  reflected in
the Financial  Statements as being owned by TDI or such Subsidiary, as the case
may be, except for tangible personal property disposed of in the ordinary course
of business  since  December 31, 1995, in each case free and clear of all Liens,
except as set forth on SCHEDULE 4.9 hereto.  Except as set forth in SCHEDULE 4.9
hereto,  the tangible  personal  property of TDI and the Subsidiaries is, in the
aggregate,  all of the  tangible  personal  property  required  to  conduct  the
business  of TDI and the  Subsidiaries  as  presently  conducted.  TDI and the
Subsidiaries  have maintained all such material  tangible  personal  property in
good repair,  working  order and operating  condition,  subject only to ordinary
wear and tear.

                  (b) Upon  transfer  of the Shares on the Closing  Date,  Buyer
will own, directly or indirectly,  all assets,  properties,  rights, franchises,
claims and  agreements  of every kind and  description  necessary to conduct the
businesses  and  operations  of TDI and the  Subsidiaries  as they are presently
conducted.

                  4.10  INTELLECTUAL  PROPERTY.  SCHEDULE 4.10 hereto contains a
complete and correct list and description of all Intellectual  Property which is
used or  useful  in the  business of TDI and  the  Subsidiaries  as  presently
conducted (the "Intellectual Property Assets"). Each Intellectual Property Asset
is either owned or validly licensed by TDI or the Subsidiaries and SCHEDULE 4.10
hereto identifies which Intellectual  Property Assets are so owned, which are so
licensed  and which  entity is the owner or licensee  of each such  Intellectual
Property Asset. TDI has delivered to Buyer copies of all material  documents and
true and  complete  memoranda  describing  the terms of any oral  agreements  re
garding Intellectual Property Assets, if any, establishing such rights, licenses
or other authority.  There is no pending or, to the Knowledge of TDI, threatened
proceeding  or  litigation  affecting,  or with  respect  to, the Intellectual
Property  Assets.  TDI and each  Subsidiary are in material  compliance with the
terms of any license of an Intellectual  Property Asset and no such Seller,  TDI
or any  Subsidiary  has received any written  notice of, and to the Knowledge of
TDI there is not, any infringement or unlawful use of the Intellectual  Property
Assets.  The conduct of the  business of TDI and the  Subsidiaries  as presently
conducted does not infringe in any material respect with the rights of



                                       19



<PAGE>



any third party in respect of any Intellectual Property.  Except as disclosed in
SCHEDULE  4.10 hereto,  each Intellectual  Property  Asset owned by TDI and the
Subsidiaries  is  owned  free  and  clear  of all  Liens.  Neither  TDI  nor any
Subsidiary has sold,  licensed or otherwise  disposed of any of the Intellectual
Property  Assets to any Person and neither TDI nor any  Subsidiary has agreed to
indemnify any Person for any patent,  trademark or copyright  infringement.  The
Intellectual  Property  Assets  listed  in  SCHEDULE  4.10  hereto  include  all
Intellectual  Property  which is used in, useful to or necessary to the business
of TDI and the Subsidiaries as presently  conducted.  SCHEDULE 4.10 hereto lists
all of the  Intellectual  Property Assets which have been registered with, filed
in or issued  by, as the case may be,  the United  States  Patent and  Trademark
Office and United States Copyright  Office or other filing offices,  domestic or
foreign.

                  4.11  CONTRACTS.  (a) SCHEDULE 4.11 hereto lists all Contracts
as of the date of this  Agreement,  except Real Property Leases which are listed
in SCHEDULE 4.8 PART (B) hereto,  Billboard  Leases which are listed in SCHEDULE
4.8 PART (C) hereto,  employment agreements and other Contracts which are listed
on SCHEDULE 4.13 hereto,  Plans which are listed in SCHEDULE 4.14 hereto and the
policies relating to insurance which are listed on SCHEDULE 4.20 hereto.

                  (b)  TDI  has  delivered  (or,  in  the  case  of  advertising
Contracts,  made  available)  to Buyer true and  complete  copies of all written
Contracts  and true and complete  memoranda  describing  the terms of all oral
Contracts, listed in SCHEDULES 4.11 hereto, together with a complete and correct
copy or description, as the case may be, of all amendments thereto. All material
liabilities  and obligations under such Contracts can be ascertained  from such
copies or memoranda.  Each Contract is valid, in full force and effect,  binding
and enforceable by TDI or the Subsidiary  party thereto,  as the case may be, in
accordance with its respective  terms. TDI and the Subsidiaries have complied in
all  material  respects  with the  terms of all  Contracts,  including,  without
limitation,  all such terms  requiring  the filing of  statements  (financial or
otherwise)  and the  payment of any  amounts,  and are not in default  under any
Contract.  Neither TDI nor any Subsidiary has granted or been granted any waiver
or forbearance with respect to any of the Contracts. To the Knowledge of TDI, no
other contracting party is in default under any of the Contracts. The Contracts
which are listed in  SCHEDULES  4.8 PART (B),  PART (C),  4.11 AND 4.13  hereto,
together   with   those  con

                                       20

<PAGE>

tracts,   agreements,   commitments   or  similar
understandings  not  required  to be listed  on such  Schedules  because  of any
applicable  dollar  or  temporal  thresholds  contained  in  the  definition  of
Contracts,  include all those  Contracts,  agreements,  commitments and similar
understandings  necessary to conduct the business of TDI and the Subsidiaries as
presently conducted.

                  4.12 MAJOR  ADVERTISERS.  (a) SCHEDULE  4.12 hereto sets forth
for the calendar  year ended  December 31, 1995,  (I) the names and addresses of
the  twenty  largest  advertisers  of TDI and  the  Subsidiaries  (based  on the
aggregate  value  of  services  ordered  from TDI and the  Subsidiaries  by such
advertisers  during such year) and (II) the amount for which each such  customer
was  invoiced  during such year.  Except as set forth on SCHEDULE  4.12  hereto,
neither TDI nor any Subsidiary has received any written or any other notice, and
neither  TDI nor any  Subsidiary  has any  reason  to  believe,  that  any  such
advertiser of TDI or any  Subsidiary (1) has ceased,  or will cease,  to use the
services  of TDI or any  Subsidiary,  (2)  has  materially  reduced,  or  will
materially  reduce,  the use of the services of TDI or any Subsidiary or (3) has
sought,  or is  seeking,  to materially  reduce  the price it will pay for the
services of TDI or any Subsidiary,  except to the extent that any such cessation
or reduction would not have a Material Adverse Effect.

                  (b) Except as set forth on SCHEDULE  4.12  hereto,  and except
for  advertisers,  which are  subject to the representation  and  warranty  in
Section 4.12(a) hereof,  neither TDI nor any Subsidiary has received any written
or any other  notice,  and  neither  TDI nor any  Subsidiary  has any  reason to
believe,  that any Person with whom TDI or any Subsidiary does business will not
continue to do business  with TDI or any  Subsidiary  after the Closing  Date on
terms and conditions substantially the same as those prevailing during the past
12 months, except for any such non-continuation  which would not have a Material
Adverse  Effect.  TDI and the  Subsidiaries  believe that their  relations  with
Persons material to the conduct of their business are good.

                  4.13 PERSONNEL INFORMATION.  (a) SCHEDULE 4.13 hereto contains
a  true  and  complete  list  of  (I)  all  individuals  employed  by TDI or any
Subsidiary and all directors, sales representatives, independent contractors and
other personnel  providing  services to TDI or any Subsidiary in connection with
the  operation  of the  business  thereof as of December  31,  1995,  and,  (II)
together with Schedule 4.14 hereto, all employment, consulting and other




                                       21


<PAGE>



service or compensatory plans,  contracts and arrangements,  other than any such
plan,  contract or  arrangement  (X) which may be  terminated  upon no more than
thirty days' notice without any liability or obligation of TDI or any Subsidiary
or (Y) which provides for annual payments not exceeding $50,000 in the aggregate
(the  "Services  Agreements").  TDI has provided or made available to Buyer true
and complete copies of all Services Agreements.

                  (b)  Except  as set  forth in  SCHEDULE  4.13 OR 4.14  hereto,
neither  TDI nor  any  Subsidiary  is a  party  to or  bound  by any  collective
bargaining  or other  labor  agreement,  and there are no labor  unions or other
organizations representing,  purporting to represent or attempting to represent
any employees employed by TDI or any Subsidiary.  TDI has provided to Buyer true
and  complete  copies of each collective  bargaining  or other labor  agreement
listed on SCHEDULE 4.13 hereto.  Except as set forth on SCHEDULE  4.13 PART (C)
hereto,  since  January 1, 1993,  there has not occurred or, to the Knowledge of
TDI, been threatened any material strike,  slowdown,  picketing,  work stoppage,
concerted  refusal to work overtime or other similar labor activity with respect
to any  employees or former  employees of TDI or any  Subsidiary.  Except as set
forth on SCHEDULE 4.13 PART (C) hereto,  there are no labor  disputes  currently
subject to any grievance  procedure,  arbitration  or litigation and there is no
representation  petition  pending or, to the Knowledge of TDI,  threatened  with
respect to any employee of TDI or any  Subsidiary.  TDI and each Subsidiary have
each complied in all material  respects with all Applicable  Laws  pertaining to
the  employment  or  termination  of  employment  of its  respective  employees,
including,  without  limitation,  all such  Applicable  Laws  relating  to labor
relations,  equal  employment  opportunities,  fair  employment  practices,  pro
hibited discrimination or distinction and other similar employment activities.

                  4.14 EMPLOYEE  BENEFIT  PLANS.  SCHEDULES 4.13 AND 4.14 hereto
contain a true and  complete  list of each  employee  benefit  plan,  within the
meaning  of  Section  3(3) of  ERISA,  and  each  other  employment,  severance,
retention, change in control, incentive or deferred compensation, stock or other
equity  based,  retirement,  welfare,  fringe  benefit  or other  similar  plan,
program,  agreement,   understanding,   arrangement,   trust  or  other  funding
arrangement,  whether or not subject to the  provisions  of ERISA,  which is (X)
maintained or  contributed  to by TDI or any  Subsidiary or to which TDI or any
Subsidiary  is a party or is  obligated  to  contribute  or by which  TDI or any
Subsidiary is bound and





                                       22

<PAGE>



(Y)  under  which  any  employee,  former  employee  or  retiree  of  TDI or any
Subsidiary is eligible to participate  or derive a benefit,  other than any such
plan, program,  agreement,  understanding,  arrangement,  trust or other funding
arrangement (A) which may be  terminated  upon no more than thirty days' notice
without  any  liability  or  obligation  of TDI or any  Subsidiary  or (B) which
provides for annual  payments not exceeding  $50,000 in the aggregate  (together
with the Services Agreements, the "Plans"). No trade or business (whether or not
incorporated)  is or has been as of any date  within  the  preceding  six  years
treated as a single  employer  together with TDI or any  Subsidiary  pursuant to
Section  414 of the Code.  Except  as set forth on  SCHEDULE  4.14  hereto,  (A)
neither TDI nor any  Subsidiary  has  incurred  or reason ably  expects to incur
(either  directly or  indirectly,  including as a result of any  indemnification
obligation) any material liability or obligation under or pursuant to Title I or
IV of ERISA or the penalty, excise tax or joint and several liability provisions
of the Code relating to employee  pension benefit plans and, to the Knowledge of
TDI, no event,  transaction  or  condition  has  occurred or exists  which could
result in any such liability of TDI, any  Subsidiary or,  following the Closing,
Buyer,  (B) each Plan intended to be qualified under section 401(a) of the Code,
and the  trust  (if any)  forming  a part  thereof,  has  received  a  favorable
determination  letter from the Internal Revenue Service as to its  qualification
under the Code and,  to the  Knowledge  of TDI, no  material  fact or  condition
exists which could reasonably be expected to result in the disqualification of
any such Plan, (C) except for the asserted with drawalliability under the Local
No. 65 Pension  Plan  (estimated  to be  approximately  $500,000),  there are no
material pending or, to the Knowledge of TDI,  threatened claims by or on behalf
of any of the Plans,  by or on behalf of any employee or former  employee of TDI
or any Subsidiary or otherwise involving any such Plan or the assets of any Plan
(other than routine claims for benefits), (D) to the Knowledge of TDI, except as
disclosed with respect to the Local No. 65 Pension Plan, no condition exists and
no event has occurred with respect to any Plan that is a multiemployer plan (as
defined in Section 4001(a)(3) of ERISA) (a "Multiemployer  Plan") which presents
a material  risk of the  incurrence  by TDI or any  Subsidiary  of any  material
complete or partial  withdrawal  liability under Subtitle E of Title IV of ERISA
and (E) to the Knowledge of TDI, no Multiemployer Plan is in "reorganization" or
"insolvent"  within the meaning of Section 4241 or 4245 of ERISA,  respectively.
Each of the Plans has been operated and administered in all material respects in
accordance with all Applicable Laws,




                                       23


<PAGE>



including but not limited to ERISA and the Code. No Plan is a "multiple employer
plan"  within  the  meaning  of  section  4063 or 4064 of  ERISA.  All  material
contributions  required  to have been made by TDI and each  Subsidiary  to or in
respect of any Plan pursuant to Applicable Law (including,  without  limitation,
ERISA and the Code) have been made  within  the time  prescribed  thereby.  With
respect to each Plan that is  subject to the  minimum  funding  requirements  of
section  412 of the Code or section  302 of ERISA,  other  than a  Multiemployer
Plan, the "accumulated benefit obligations," within the meaning of the Financial
Accounting Standards Board Statement No. 87, under each such Plan, determined as
of December 31, 1995 on the basis of reasonable actuarial  assumptions,  did not
exceed  the fair  market  value of the  assets of such  Plan,  determined  as of
December 31, 1995, by more than $150,000.  TDI has provided or made available to
Buyer  true and  complete  copies  of all  written  Plans;  descriptions  of all
unwritten Plans; and all trust,  other funding  arrangements and other materials
documents in respect thereof.

                  4.15 LITIGATION.  Except as set forth in SCHEDULE 4.15 hereto,
there is no claim,  litigation,  proceeding or investigation  pending or, to the
Knowledge of TDI,  threatened,  against or affecting  the business or any of the
assets  of TDI or any  Subsidiary  or which  seeks to  enjoin  or  prohibit,  or
otherwise  questions  the  validity  of,  any  action  taken  or to be  taken in
connection with this Agreement.

                  4.16  TRANSACTION  WITH  AFFILIATES.  Except  as set  forth in
SCHEDULE 4.16 hereto, no Affiliate of TDI or of a Subsidiary (other than another
Subsidiary) owns any assets used, useful or necessary in the business of TDI and
the Subsidiaries as presently conducted or is a party to any Contract other than
employment contracts set forth in SCHEDULE 4.13 hereto.

                  4.17  FINANCIAL  STATEMENTS,  ETC.  (a)  SCHEDULE  4.17 hereto
contains  true and complete  copies of the Financial  Statements.  The Financial
Statements have been prepared in accordance with GAAP consistently  applied from
period to period. The Financial Statements accurately reflect and fairly present
the  financial  condition,  position,  results of  operations,  cash flows and
changes in financial  position of TDI and the  Subsidiaries  as of the dates and
for the periods  indicated.  Except to the extent expressly  reserved against in
the Statement of Net Adjusted Current Assets,  the accounts and notes receivable
reflected in such Statement of Net Adjusted Current Assets will be




                                       24


<PAGE>



good and collectible free and clear of any Liens, and will have arisen only from
bonafide  transactions  in the  ordinary  course  of  business  of TDI and the
Subsidiaries.

                  (b) The  Financing  Charge  Statement  will contain a true and
correct  calculation  of the  Financing  Charge Amount as of the Closing Date in
accordance with GAAP.

                  (c) As of (I) December 31, 1995 and (II) the Closing Date, the
Net  Adjusted  Current  Assets  are,  and  will  be,   respectively,   at  least
$10,000,000.

                  4.18 ABSENCES OF UNDISCLOSED LIABILITIES.  Except as disclosed
in the  schedules  hereto and except  for (A)  liabilities  as and to the extent
reflected or reserved against on the  consolidated  balance sheet of TDI and the
Subsidiaries as of December 31, 1995 included in the Financial  Statements,  (B)
immaterial  liabilities incurred since December 31, 1995, in the ordinary course
of business,  consistent with past practice,  of TDI and the  Subsidiaries,  (C)
ordinary  course  liabilities  incurred  since  December  31,  1995,  under  any
contract,  agreement,  commitment  or similar  understanding  not required to be
disclosed on any Schedule to this Agreement  because of any applicable dollar or
temporal threshold contained in this Agreement,  and (D) liabilities incurred by
TDI or any  Subsidiary  since  the date of this  Agreement  under  any  Contract
entered into or renewed or permitted by Section 5.2(b)(viii) hereof, neither TDI
nor any  Subsidiary has any  liabilities  or obligations of any nature,  whether
known or unknown, absolute,  accrued, contingent or otherwise and whether due or
to become due.

                  4.19  ABSENCE OF CHANGES OR  EVENTS.  Except as  disclosed  in
SCHEDULE 4.19 hereto or as expressly permitted by this Agreement, since December
31, 1995, there has not been any material adverse change in the business,  opera
tions,  property,  assets,  liabilities or condition (financial or otherwise) of
TDI and the Subsidiaries  considered as a whole. Without limiting the foregoing,
except as set forth on SCHEDULE 4.19 hereto,  since  December 31, 1995,  none of
TDI or any Subsidiary has:

                  (a) except as expressly  permitted in accordance  with Section
         6.8 hereof,  purchased,  sold or leased, or agreed to purchase, sell or
         lease, any material asset;

                  (b)  granted or committed to grant any bonus,
         commission or other form of incentive compensation or
         increased or committed to increase the compensation or




                                       25


<PAGE>



         fees payable to or in respect of any employee, director, officer, sales
         representative,  independent contractor, consultant or Affiliate of TDI
         or any Subsidiary except as set forth on SCHEDULE 4.13 hereto or to the
         extent required under the express terms of any employment or collective
         bargaining agreements as in effect on the date hereof;

                  (c) entered into,  adopted or amended,  or committed to enter
         into,   adopt  or  amend,   any  employment,   consulting,   retention,
         change-in-control,  severance,  collective  bargaining,  bonus or other
         incentive compensation,  profit-sharing, health or other welfare, stock
         option  or other  equity,  pension,  retirement,  vacation,  severance,
         deferred  compensation  or other  employment,  compensation  or benefit
         plan, policy, agreement,  trust, fund or arrangement for the benefit of
         any employee,  officer,  director,  sales representative,  independent
         contractor,  agent,  consultant  or Affiliate of TDI or any  Subsidiary
         (whether or not legally binding);

                  (d) made any  loans to any  Person  other  than  advances  for
         salary or  expenses  to  Transferring  Employees  in amounts  less than
         $5,000 individually or $50,000 in the aggregate;

                  (e)  written off any receivables except in the ordinary course
         of business, consistent with past practices;

                  (f)  declared,   made,  set  aside  or  paid  any  divid  end,
         distribution,  or payment  on, or any  purchase or  redemption  of, any
         Class A Stock,  Class B Stock,  capital stock or other equity interests
         of TDI or any Subsidiary, or made any commitment therefor;

                  (g) issued or sold any Class A Stock,  Class B Stock,  capital
         stock  or  other  equity  interests  of TDI or any  Subsidiary,  or any
         subscriptions,  options,  warrants, calls, conversions or other rights,
         agreements,  commitments,  arrangements or  understandings of any kind
         obligating   TDI,  any  Subsidiary  or  any  Seller,   contingently  or
         otherwise, to issue or sell, or cause to be issued or sold, any capital
         stock or other equity interest of TDI or any Subsidiary;




                                       26



<PAGE>



                  (h)  made any material change (for book or Tax purposes) in 
         any method of accounting or accounting practice;

                  (i) suffered  the loss of any key employee or key  independent
         contractor  or,  other  than  in  the  ordinary   course  of  business,
         consistent  with  past  practice,  retained  any new key  employees  or
         independent contractors; or

                  (j) entered into any material  transaction not in the ordinary
         course of business  or agreed  (whether or not in writing) to do any of
         the foregoing.

                  4.20 INSURANCE.  The assets owned by TDI and the  Subsidiaries
are insured  against loss,  damage or injury in amounts  listed in SCHEDULE 4.20
hereto,  which shows all  insurance  policies  held by TDI and the  Subsidiaries
relating  to the  business  of TDI  and  the  Subsidiaries,  including,  without
limitation, keyman life insurance policies, if any, on TDI's or any Subsidiary's
executive officers,  together with the policy limits, the type of coverage,  the
location of the property  covered,  annual  premium,  premium  payment dates and
expiration date of each of the policies.  Copies of all such insurance  policies
have been furnished to Buyer. All such insurance  policies are in full force and
effect and all premiums due thereon have been paid. To the Knowledge of TDI, the
insurance  coverage  provided  by such  policies is  adequate  for the  business
engaged in by TDI and each of the Subsidiaries.

                  4.21 TAXES.  Except as set forth in SCHEDULE 4.21 hereto,  TDI
and each  Subsidiary  have duly filed all Tax returns  and forms  required to be
filed,  and have paid in full or discharged  all Taxes required to be paid other
than Taxes that are being contested in good faith by appropriate proceedings and
for which adequate  reserves have been  established in accordance with GAAP. All
such Tax returns or forms are true and correct in all material respects. Neither
TDI nor any  Subsidiary  is  currently  under audit with respect to Taxes by any
Governmental Authority and no Governmental Authority is now asserting in writing
against TDI or any Subsidiary  any deficiency or claim for Taxes.  Except as set
forth on SCHEDULE 4.21 hereto,  none of TDI and the  Subsidiaries  (A) is or has
been a member of any consolidated,  combined,  unitary or similar group for Tax
purposes, (B) is bound by any Tax sharing,  allocation or similar agreement, (C)
has at any time filed a consent under section  341(f) of the Code,  and (D) will
as a result of the trans 

                                       27

<PAGE>

actions  contemplated  by this Agreement make or become
obligated to make any parachute payment as defined in section 280G of the Code.
Buyer  shall  not be  required  to  withhold  or  deduct  any  amount  of Tax in
connection with the transactions contemplated by this Agreement.

                  4.22  ENVIRONMENTAL  MATTERS.  (a)  Except  as  set  forth  on
SCHEDULE 4.22 PART (A) hereto, TDI's and each Subsidiary's  operation and use of
the Owned  Real  Property  and the  premises  which are the  subject of the Real
Property   Leases  are  in  compliance   in  all  material   respects  with  all
Environmental  Laws.  TDI  and  the  Subsidiaries  have  obtained  all  material
environmental,  health and safety  permits  necessary  for the  operation of the
business  of TDI and the  Subsidiaries  as  presently  conducted,  and all  such
permits  are in  full  force  and  effect  and TDI and  each  Subsidiary  are in
compliance  with the terms and  conditions  of each  such  permit.  There are no
outstanding  Liens on any  interest  in any of the Owned Real  Property  or Real
Property Leases under any Environmental  Laws. No Seller,  TDI or any Subsidiary
has  received  any  notice  of,  nor to the  Knowledge  of  TDI  is  there,  any
administrative or judicial  investigations,  proceedings or actions with respect
to material  violations,  alleged or proven, of Environmental Laws by TDI or any
Subsidiary  or any of their  respective  tenants  or  subtenants,  or  otherwise
involving the Owned Real Property or the Real Property  Leases or the operations
conducted on the premises subject to the Real Property Leases.

                  (b)  Except as set  forth on  SCHEDULE  4.22 PART (B)  hereto,
there  has  been no  release  (nor,  to the  Knowledge  of  TDI,  is  there  any
substantial threat of a release) of any Hazardous Substance at or from the Owned
Real Property or the premises which are the subject of the Real Property  Leases
in amounts or concentrations  requiring  remediation under or that would violate
current  Environmental  Laws.  Except  as set  forth on  SCHEDULE  4.22 PART (B)
hereto,  there are no Hazardous Substances present on the Owned Real Property or
the premises  which are the subject of Real Property  Leases except for ordinary
quantities  of  properly  stored  Hazardous  Substances  found  in  consumer  or
commercial  products  that are used in the normal  course of the business of TDI
and the  Subsidiaries.  Except as set forth on  SCHEDULE  4.22 PART (B)  hereto,
there are no underground  storage tanks, or underground  piping  associated with
such tanks,  on the Owned Real Property or on the premises which are the subject
of the Real Property Leases.




                                       28



<PAGE>



                  4.23 FINANCING  STATEMENTS.  The material  assets owned by TDI
and the  Subsidiaries  are and have  been  located  in the  states  of  Arizona,
California,  Florida, Georgia, Illinois,  Louisiana,  Minnesota, New Jersey, New
York, Pennsylvania, Tennessee, Texas and the District of Columbia and in England
and Ireland,  since they were acquired by TDI or any  Subsidiary.  All financing
statements  and  similar  instruments  filed by any party  with  respect to such
assets are listed in SCHEDULE 4.23 hereto.

                  4.24  SUBSIDIARIES.  Except  as set  forth  on  SCHEDULE  4.24
hereto, neither TDI nor any Subsidiary owns, directly or indirectly,  any shares
of capital  stock or other equity  interests (or any interest  convertible  into
capital stock or other equity interest) in any corporation,  partner ship, joint
venture,  limited  liability  company or other entity,  or has any commitment to
contribute  to the  capital  of,  make  loans to, or share in the losses of, any
enterprise.  TDI conducts no business  operations  directly or indirectly other
than the  business  operations  conducted  through the  Subsidiaries  and has no
material  assets or  liabilities  other than the capital  stock or other  equity
interests of the Subsidiaries.

                  4.25 BROKER OR FINDER'S FEE.  None of such Seller,  TDI or any
Subsidiary  has  incurred any  liability to any broker,  finder or agent for any
fees,  commissions  or similar  compensation  with  respect to the  transactions
contemplated  by this  Agreement,  except for fees payable to the First National
Bank of Boston which shall be paid on the Closing Date as part of the  Financing
Charge Amount.

                  4.26  PURCHASE  FOR  INVESTMENT,   ETC.  (a)  Such  Seller  is
purchasing  the shares of Infinity Stock issued to such Seller by Buyer pursuant
to this  Agreement  for such Seller's own account and not directly or indirectly
with a view to, or for sale in connection with, any distribution  thereof.  Such
Seller  acknowledges  that (I) the Infinity Stock has not been registered  under
the  Securities  Act,  (II) the  Infinity  Stock may not be resold  unless  such
Infinity  Stock  is  subsequently  registered  under  the  Securities  Act or an
exemption from such registration is available,  (III) restrictive legends in the
form set forth in  Section  14.2  hereof  shall be  placed  on the  certificates
representing  the  Infinity  Stock  and  (IV) a  notation  shall  be made in the
appropriate  records of Buyer  indicating  that the Infinity Stock is subject to
restrictions  on transfer and  appropriate  stop-transfer  instructions  will be
issued to Buyer's stock transfer agent with respect to the Infinity Stock.



                                       29



<PAGE>




                  (b) Such Seller is an "Accredited Investor" within the meaning
of  Regulation D under the  Securities  Act and such  Seller's  residence is set
forth in SCHEDULE 4.2 hereto. In addition,  (I) such Seller has been granted the
opportunity to ask questions of, and receive  answers from,  representatives  of
Buyer  concerning Buyer and the terms and conditions of the purchase of Infinity
Stock and to obtain any additional information that such Seller deems necessary,
(II) such Seller's  knowledge and  experience in financial  business  matters is
such that such  Seller is  capable  of  evaluating  the  merits  and risk of the
investment in Infinity  Stock and (III) such Seller has  carefully  reviewed the
terms and  provisions of this Agreement and has evaluated the  restrictions  and
obligations contained herein.

                  4.27 BANK ACCOUNTS. SCHEDULE 4.27 hereto sets forth a complete
and  correct  list  containing  the  names of each  bank in  which  TDI and each
Subsidiary  has an  account  or safe  deposit  or lock box,  the  account or box
number,  as the case may be,  and the name of every  person  authorized  to draw
thereon or having access thereto.



                                    ARTICLE V

                              COVENANTS OF SELLERS

                  5.1 INFORMATION  PRIOR TO CLOSING.  During the period from the
date hereof to the Closing Date,  Sellers will cause TDI to make the  management
of TDI and the  Subsidiaries  available  to Buyer  and its  authorized  represen
tatives  and  provide  Buyer  and  its  accountants,  legal  counsel  and  other
authorized  representatives  reasonable  access during normal business hours to,
and permit such Persons to review, the properties,  books,  Contracts,  accounts
and records of TDI and the  Subsidiaries,  and to provide such other information
to Buyer and its  authorized  representatives as shall  have  been  reasonably
requested  by Buyer or such  authorized  representatives  concerning  TDI or any
Subsidiary.  The rights of Buyer under this  Section  shall not be  exercised in
such a manner as to interfere  unreasonably with the conduct of the business of
TDI or any Subsidiary.

                  5.2  CONDUCT OF BUSINESS.  (a)  During the period
from the date hereof to the Closing Date, Sellers, jointly
and severally, covenant and agree to cause TDI and the




                                       30


<PAGE>



Subsidiaries  to carry on their  businesses in, and only in, the ordinary course
of business,  in substantially the same manner as heretofore  conducted,  and to
use their  reasonable  commercial  efforts  to  preserve  intact  their  present
business organization, keep available the services of their present officers and
significant employees,  sales agents and independent  contractors,  and preserve
their  relationships  with customers,  suppliers and others having business deal
ings with  them,  to the end that their  goodwill  and going  business  shall be
maintained following the Closing.

                  (b) Without  limiting the generality of the foregoing,  except
as expressly  permitted by this  Agreement or with the prior written  consent of
Buyer or except as set forth on SCHEDULE  5.2(B)  hereto,  Sellers,  jointly and
severally, covenant and agree that they will not permit TDI or any Subsidiary to
do or agree to do,  on or after the date  hereof,  any of the  following,  on or
before the Closing:

                  (i)  Amend their respective certificates of incorporation, 
         by-laws or other organizational documents;

                  (ii) Issue, sell, transfer,  assign, pledge, convey or dispose
         of,  any  capital  stock or  equivalent  equity  interests,  including,
         without  limitation,  any  subscriptions,   options,  warrants,  calls,
         conversions or other rights, agreements,  commitments,  arrangements or
         understandings  of any kind  obligating  TDI,  any  Subsidiary  or such
         Seller,  contingently  or  otherwise,  to issue or sell, or cause to be
         issued or sold,  any capital  stock or other equity  interest of TDI or
         any Subsidiary;

                  (iii)  Declare  any  dividend  or make any distribution with
         respect to their capital stock or equivalent equity interests;

                  (iv) Sell,  assign,  lease or otherwise transfer or dispose of
         any material  assets,  unless the same shall be replaced with assets of
         equal or greater value and utility;

                   (v)  Create,  assume or  permit to exist any Lien upon  their
         assets, except for those in existence on the date of this Agreement and
         except for those  additional  Liens  created in the ordinary  course of
         business  consistent  with past  practice,  all of which  Liens will be
         removed on or prior to the Closing Date;





                                       31

<PAGE>



                  (vi) Cause or permit by any act, or failure to act, any of the
         Governmental  Approvals to expire, be surrendered,  adversely modified,
         or  otherwise  terminated,  except in the ordinary  course of business
         consistent with past practice;

                  (vii) Waive any right under any  Contract or license  relating
         to their  assets or  business  as  presently  conducted,  except in the
         ordinary course of business consistent with past practice;

                  (viii)  Enter  into or renew any  Contract  other  than in the
         ordinary  course of business  consistent with the past practices of the
         business of TDI or any Subsidiary,  except TDI may (I) renew any of the
         stand-by  Letters of Credit  listed on  SCHEDULE  1.24  hereto and (II)
         enter into employment agreements in form and substance  satisfactory to
         Buyer attached to SCHEDULE  5.2(B) hereto with certain  officers of TDI
         listed on SCHEDULE  5.2(B) hereto (such  employment  agreements to have
         three year terms and to contain a covenant not to compete covering such
         three year period and an additional  three year period  following  the
         termination of such employment agreement);

                  (ix)  Fail to timely  make all  payments  required  to be paid
         under any  Contract  when due and  otherwise  pay all  liabilities  and
         satisfy all obligations,  in each case in a manner consistent with past
         practice;

              (x)  Fail  to  maintain  their  inventories  of  spare  parts  and
         expendable supplies, if any, at levels consistent with past practice;

             (xi)  Increase  or  modify  or  agree to  increase  or  modify  the
         compensation,  bonuses or other benefits or perquisites  for any of the
         employees  of the  business  of TDI or any  Subsidiary,  except  in the
         ordinary course of business  consistent with past practice  pursuant to
         any employment agreements, Plans or collective bargaining agreements as
         set forth in Section 4.13 or 4.14 hereof;

            (xii) Fail to remove,  cure, correct and repair prior to the Closing
         (to the extent within such Person's control) any material  deficiencies
         in their assets and any material violations under applicable  statutes,
         rules,  regulations,  engineering standards or building, fire or zoning
         laws or regulations, which are




                                       32


<PAGE>



         inconsistent with any representations, warranties or
         covenants contained in this Agreement;

            (xiii)  Fail to maintain  consistent  with past  practices  and good
         business  judgment  insurance  policies on the  business of TDI and the
         Subsidiaries and their assets comparable in amount to that in effect on
         the date of this Agreement;

             (xiv)  Fail to maintain their books and records in accordance with 
         GAAP; and

              (xv) Take or fail to take any action  that would  cause any of its
         representations  and  warranties  not to be  true  and  correct  on the
         Closing Date in the manner required under Section 7.1 hereof.

                  (c)  Notwithstanding  the  foregoing,  Sellers  shall have the
right to utilize  any  current  asset (as  defined  by GAAP) to satisfy  (I) any
liability  or  obligation  reflected on the  Statement  of Net Adjusted  Current
Assets set forth on  SCHEDULE  7.9 hereto to the extent (and only to the extent)
such  liability or obligation was accrued on the December 31, 1995 balance sheet
included in the Financial Statements,  (II) any ordinary course liability of TDI
or any Subsidiary or (III) any liability  which  constitutes a Financing  Charge
Amount  provided  that,  after giving effect to each such  utilization,  the Net
Adjusted Current Assets shall be at least $10,000,000 on the Closing Date.

                  5.3  THIRD-PARTY  CONSENTS.  Sellers,  jointly and  severally,
covenant  and  agree  that they will  cause TDI and each  Subsidiary  to use all
reasonable  commercial  efforts  to obtain the  consent of any third  parties or
Governmental  Authorities required to be obtained or made in connection with the
transactions  contemplated by this  Agreement,  including,  without  limitation,
those consents set forth on SCHEDULE 7.3 hereto.

                  5.4 RENEWAL OF  CONTRACTS.  Sellers,  jointly  and  severally,
covenant  and  agree  that they will  cause TDI and each  Subsidiary  to use all
reasonable  commercial  efforts to renew any Contract which by its terms expires
or terminates between the date of this Agreement and the Closing Date,  provided
that any such renewal shall be on terms and conditions which are consistent with
the past practice of TDI and the Subsidiaries.



                                       33




<PAGE>



                  5.5 NO INCONSISTENT  ACTION.  Sellers,  jointly and severally,
covenant and agree that they will not permit TDI or any  Subsidiary  to take any
action  which is  inconsistent  in any material  respect with their  obligations
under this  Agreement  or that  would  hinder or delay the  consummation  of the
transactions contemplated by this Agreement.

                  5.6 NO SOLICITATION.  Sellers, jointly and severally, covenant
and agree that they will not and they will not permit TDI or any  Subsidiary to,
directly or indirectly,  (A) solicit,  initiate or encourage  submission of any
proposal or offer from any Person  relating  to any acquisition or purchase of
the  business  of TDI or any  Subsidiary,  any  assets of TDI or any  Subsidiary
(other than the sale of assets in the  ordinary  course of  business  consistent
with past  practices)  or any capital  stock or other equity interest of TDI or
any Subsidiary or (B) participate in any discussions or negotiations  regarding,
or furnish to any Person any  information  with  respect to, or  otherwise  coop
erate in any way, or assist or  participate  in,  facilitate or  encourage,  any
effort or  attempt by any  Person to do or seek any of the  foregoing.  Sellers,
jointly and severally,  covenant and agree that they will and will cause TDI and
each  Subsidiary  to  promptly  notify  Buyer in  writing  if any such  offer or
proposal is made.

                  5.7  FINANCIAL  STATEMENTS.  Sellers,  jointly and  severally,
covenant  and agree that they will cause TDI and each  Subsidiary  to deliver to
Buyer,  within 30 days  after the end of each  month  until  the  Closing  Date,
unaudited consolidated  statements of revenue and operations for the business of
TDI and the  Subsidiaries  for the month then ended,  along with a  consolidated
balance sheet of the business of TDI and the  Subsidiaries as of the end of such
month. All financial statements furnished pursuant to this Section shall be true
and  complete  in all  material  respects  and fairly  represent  the  financial
position, results of operations, cash flows and changes in financial position as
of the dates and for the periods covered by such  statements.  Sellers,  jointly
and severally,  covenant and agree that they will cause TDI and each  Subsidiary
to  furnish  to  Buyer  any  and  all  other  information  customarily  prepared
concerning  the  financial  condition  of TDI or any  Subsidiary  that Buyer may
reasonably request.

                  5.8  ESTOPPEL  CERTIFICATES;   CONSENT  AND  WAIVER.  Sellers,
jointly  and  severally,  covenant  and agree  that they will cause TDI and each
Subsidiary  to  use  all  reasonable   commercial  efforts  to  obtain  estoppel
certificates




                                       34


<PAGE>



containing  customary provisions and consents and waivers from any landlord with
respect to the Real Property Leases listed on SCHEDULE 5.8 hereto.

                  5.9 LIMITATION ON COVENANTS.  Notwithstanding anything in this
Article V to the contrary,  Teachers' and Hambro's  responsibilities  under this
Article  V to  cause  TDI and its  Subsidiaries  to act or not to act  shall  be
limited to their power to cause or prevent such acts as stockholders of TDI.

                                   ARTICLE VI

                               COVENANTS OF BUYER

                  6.1 EMPLOYEE BENEFITS.  (a) Until the first anniversary of the
Closing  Date,  during the period of their  employment  with Buyer or any of its
subsidiaries  (including  TDI and the  Subsidiaries),  Buyer  will  cause  to be
provided  to  those  current  employees  of TDI or any of the  Subsidiaries  who
continue to be employed by TDI or any Subsidiary or by Buyer or any Affiliate of
Buyer immediately  following the Closing (the "Transferring  Employees") and, to
the  extent   applicable  in  the  context,   to  the  covered   dependents  and
beneficiaries of the Transferring  Employees  post-Closing pension,  welfare and
other  employee  benefits which are  substantially  similar to those provided to
such  Transferring  Employees  under the Plans as in effect on the date  hereof.
Thereafter,  Buyer will cause the Transferring Employees to be provided employee
benefits that are commercially reasonable in the industry.

                  (b) The service of all Transferring Employees with TDI and the
Subsidiaries  prior to the Closing will be  recognized  and credited to them for
all purposes under any post-Closing  employee benefit plan or arrangement to the
same extent and for the same purposes that prior service of other employees with
Buyer  or  its  Affiliates  is  recognized  and  credited  under  such  plan  or
arrangement  and for  determining  the period of employment  under any vacation,
sick or other paid or unpaid time off plan.

                  (c) Key Transferring Employees will be entitled to participate
in and receive grants under any stock option,  stock bonus or other equity-based
compensation  plan of Buyer or its  Affiliates on a basis which is comparable to
that afforded similarly situated employees of Buyer and its Affiliates.




                                       35



<PAGE>



                  6.2 REPLACEMENT LETTERS OF CREDIT.  Buyer covenants and agrees
that on or prior to the  Closing  Date it shall  obtain  replacement  letters of
credit for all letters of credit required  pursuant to the franchise  agreements
of TDI and the  Subsidiaries,  provided that the aggregate  face amount  thereof
shall not exceed $23,000,000.

                  6.3 THIRD-PARTY  CONSENTS.  Buyer covenants and agrees that it
will (at TDI's sole expense) cooperate and use reasonable  commercial efforts to
assist TDI and the  Subsidiaries  to obtain the consent of any third  parties or
Governmental  Authorities required to be obtained or made in connection with the
transactions contemplated by this Agreement.

                  6.4 INDEMNIFICATION OF OFFICERS AND DIRECTORS. Buyer covenants
and agrees to  indemnify  the  current  officers  and  directors  of TDI and the
Subsidiaries  after the Closing  Date  against all Losses for which such current
officers and directors would be entitled to  indemnification  under the articles
of incorporation,  by-laws or insurance  policies of TDI and the Subsidiaries in
effect on the date hereof, provided that,  notwithstanding the foregoing,  Buyer
shall have no obligation to provide any such  indemnification for any Loss which
results from or arises out of any event,  matter or  circumstance to which Buyer
is entitled to indemnification by Sellers under Article XII hereof.

                  6.5  ADJUSTMENT  EVENT.  In the event that  after the  Closing
Date,  the total number of  outstanding  shares of Infinity  Stock is changed by
reason of a merger, consolidation,  recapitalization,  reclassification,  stock
split or  extraordinary  stock  dividend,  Buyer shall cause any Retained Shares
then  evidenced by the Escrow Note to be  appropriately  adjusted to reflect the
occurrence of such event,  and all  distributions  of cash,  securities or other
property in respect of the  Retained  Shares  shall  become part of the Retained
Shares and shall be treated in  accordance  with the  treatment  of the Retained
Shares under this Agreement and the Escrow Agreement.

                  6.6 BOOKS AND  RECORDS.  Each of Sellers and Buyer agree that,
so long as any books,  records and files  relating to the business,  properties,
assets or operations of TDI or any  Subsidiary,  to the extent that they pertain
to the operation of TDI or any Subsidiary  prior to the Closing Date,  remain in
existence and are available,  on and after the Closing Date (but in no event for
more than five years thereafter), each party (at its expense) shall have the




                                       36


<PAGE>



right,  upon reasonable prior notice,  to inspect and to make copies of the same
at any time during  business hours for the purpose of complying with  regulatory
requirements,  meeting  auditing  needs, or fulfilling  similar  obligations for
which such books, records or files are reasonably necessary.

                  6.7  RULE  144.  Subject  to the  proviso  at the  end of this
sentence,  for the period ending on the third  anniversary  of the Closing Date,
Buyer will file the reports  required to be filed by it under the  Exchange  Act
and the rules and regulations  adopted by the Securities and Exchange Commission
thereunder  to the  extent  required  from time to time to enable any Seller who
receives  shares of  Infinity  Stock  under this  Agreement  to sell such shares
without  registration  under the  Securities  Act within the  limitations of the
exemption provided by (A) Rule 144 under the Securities Act, as such rule may be
amended from time to time,  or (B) any successor  rule or  regulation  hereafter
adopted by the Securities and Exchange  Commission;  PROVIDED that this covenant
shall have no force and  effect at any time when Buyer is not a publicly  traded
company.


                                   ARTICLE VII

               CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE

                  The obligations of Buyer hereunder are, at its option, subject
to  satisfaction,  at or prior to the  Closing  Date,  of each of the  following
conditions:

                  7.1 REPRESENTATIONS,  WARRANTIES AND COVENANTS. (a) All of the
representations  and warranties of Sellers contained in or made pursuant to this
Agreement and in any schedule,  instrument,  certificate,  agreement or document
delivered  pursuant to this  Agreement  which are qualified in any respect as to
materiality  or Material  Adverse  Effect  shall be true and correct on the date
hereof and on and as of the  Closing  Date with the same  effect as though  such
representations  and  warranties  had been made on the Closing  Date.  All other
representations  and warranties  contained in or made pursuant to this Agreement
and in any schedule,  instrument,  certificate,  agreement or document delivered
pursuant to this Agreement shall be true and correct in all material respects on
the date hereof and on and as of the Closing Date with the same effect as though
such representations and warranties had been made on the Closing Date.




                                       37



<PAGE>



                  (b) All of the terms,  covenants and conditions to be complied
with and performed by Sellers,  TDI or the  Subsidiaries  on or prior to Closing
Date shall have been complied with or performed.

                  (c) Subject  only to payment of the  Purchase  Price,  Sellers
shall have delivered to Buyer 100% of the capital stock of TDI.

                  7.2 GOVERNMENTAL CONSENTS. Any applicable waiting period under
the HSRA shall have expired or been earlier  terminated  without  receipt of any
objection or the  commencement  or threat of any litigation by any  Governmental
Authority  of  competent  jurisdiction  to  restrain  the  consummation  of  the
transactions contemplated by this Agreement.

                  7.3 THIRD-PARTY CONSENTS.  TDI and the Subsidiaries shall have
obtained and shall have delivered to Buyer all third-party consents and consents
of Government  Authorities listed on SCHEDULE 7.3 hereto,  without any condition
adverse to Buyer.

                  7.4  SELLERS'  CERTIFICATE.  Sellers  shall have  delivered to
Buyer a certificate,  dated the Closing Date and signed by each such Seller,  in
its capacity as a Seller, to the effect that the conditions set forth in Section
7.1 hereof have been fulfilled.

                  7.5  EMPLOYMENT  AGREEMENT.  Buyer shall be satisfied that (A)
Apfelbaum has acknowledged, in a form satisfactory to Buyer, that from and after
the Closing he will  continue  to honor the  employment  agreement,  dated as of
December 22, 1989,  among  Apfelbaum,  TDI and American Media Network,  Inc., as
amended  from time to time,  most  recently  pursuant to the terms of the Letter
Agreement,  dated as of November  28, 1995,  to Teachers  from TDI, and (B) such
employment  agreement has been amended,  in form and substance  satisfactory  to
Buyer,  to extend its term for a period of five years following the Closing Date
and to provide  for a covenant  not to compete  for the term of such  employment
agreement  and for a period of five  years  following  the  termination  of such
employment agreement.

                  7.6  ADVERSE  PROCEEDINGS.   No  action,  suit,  pro  ceeding,
litigation or  investigation  shall be pending or threatened by any Governmental
Authority  which  questions  the  validity or legality of this  Agreement or any
action taken or to be taken in connection herewith or the consummation of



                                       38



<PAGE>



the transactions  contemplated  hereby. No injunction or other order issued by a
court of competent  jurisdiction  restraining or prohibiting the consummation of
the trans actions contemplated by this Agreement shall be in effect.

                  7.7  PAYMENT  OF  INDEBTEDNESS;  FINANCING  STATEMENTS.  The
Financing  Charge Amount set forth on the Financing  Charge Statement shall have
been paid in full by TDI and the Subsidiaries  (using funds supplied by Buyer at
the Closing;  it being understood and agreed that the amount of such funds shall
equal the  Financing  Charge  Amount).  Except for  Permitted  Encumbrances,  as
defined  below,  Sellers  shall  secure  the  release of all Liens of any nature
whatsoever on TDI's and the Subsidiaries' assets and business,  including those
Liens listed in SCHEDULE  4.23 hereto,  and shall deliver such releases to Buyer
at Closing,  including but not limited to,  releases or  terminations  under the
Uniform  Commercial  Code  and any  other  applicable  federal,  state  or local
statutes or regulations of any financing or similar statements filed against any
such  assets in (A) the  jurisdictions  in which  such  assets are and have been
located  since such assets were acquired by TDI or any  Subsidiary,  as the case
may be, and (B) any other location specified or required by applicable  federal,
state or local statutes or regulations.  In addition,  all Liens relating to any
keyman life insurance  policies on TDI's or any Subsidiary's  executive officers
shall have been released.

                  "Permitted  Encumbrances"  shall consist only of (I) liens for
Taxes, assessments,  water and sewer charges, license fees, and all other fees,
special  assessments and charges assessed or imposed by a public body upon TDI's
or any  Subsidiary's  assets  or any  part  thereof  or the  operation  thereof,
provided  such fees,  assessments  or taxes are not yet due and payable and (II)
other  encumbrances  which do not materially  impair or adversely effect the use
for which the asset or business in question is  currently  utilized or the value
of such asset or business.

                  7.8 COLE/TDI  AVIATION,  LLC. TDI shall have caused all of its
direct and  indirect  equity  interests in Cole/TDI  Aviation,  LLC to have been
conveyed,  transferred  and  assigned to Apfelbaum  as a special  bonus  without
liability to Buyer, TDI or any Subsidiary.

                  7.9 CURRENT  ASSETS.  On the Closing Date,  Sellers shall have
delivered to Buyer a statement of Net Adjusted  Current Assets as of the Closing
Date (the "Statement of Net Adjusted Current  Assets").  Such statement shall be
prepared




                                       39


<PAGE>



in accordance with GAAP (including,  without limitation, proper accruals for all
employee  compensation and benefit related  liabilities and expenses through the
Closing),  shall be in the form of SCHEDULE 7.9 hereto, shall be satisfactory in
substance to Buyer and shall reflect that Net Adjusted  Current  Assets equal at
least $10,000,000.

                  7.10 FIRPTA  CERTIFICATES.  Sellers  shall have  delivered  to
Buyer a  certificate  of TDI  satisfying  the  requirements  of Treas.  Reg. ss.
ss.1.897-2(h) and 1.1445-  2(c)(3)(i),  and shall have caused TDI to comply with
the requirements set forth in Treas. Reg. ss.1.897-2(h).

                  7.11  RESIGNATION  OF DIRECTORS.  All directors of TDI and any
Subsidiary whose  resignations  shall have been requested by Buyer not less than
five  Business  Days  prior to the  Closing  Date  shall  have  submitted  their
resignations or been removed from office effective as of the Closing Date.

                  7.12 RELEASES.  (a) Each of the stockholders of TDI shall have
executed a release,  in form and substance  satisfactory  to Buyer,  pursuant to
which such  stockholder  and its Affiliates  release TDI and each Subsidiary and
the present and former directors, officers, agents and employees of TDI and each
Subsidiary  from any and all actions,  claims,  causes of action or liability of
any nature,  in law or equity,  known or unknown  and whether or not  heretofore
asserted,  which such  stockholder  ever had, now has or hereafter can, shall or
may have  against  any of the  foregoing  for,  upon or by reason of any matter,
cause or thing  whatsoever  from the formation of TDI and each Subsidiary to the
Closing Date,  except that (I) Hambro shall not release TDI from its  obligation
to Hambro referred to in Note (A)(1) of SCHEDULE 2.1(B) hereto and (II) Teachers
shall not release TDI from its obligation to Teachers under the barter agreement
referred to under item C on SCHEDULE 4.11 hereto.

                  (b) Each of the  Executive  Officers  shall  have  executed  a
release,  in form and substance  satisfactory  to Buyer,  pursuant to which such
Executive  Officer  waives  any and all  actions,  claims,  causes  of action or
liability of any nature,  in law or equity,  known or unknown and whether or not
heretofore asserted, which such Executive Officer ever had, now has or hereafter
can, shall or may have against TDI or any  Subsidiary  for, upon or by reason of
any matter, cause or thing whatsoever arising out of any state of facts existing
prior to the Closing  Date,  except for any rights to  indemnification  to which
such Executive Officer is




                                       40


<PAGE>



entitled  pursuant  to Section  6.4 hereof  and  except  for any  liability  for
compensation  and employee  benefits  pursuant to Contracts or arrangements  set
forth on SCHEDULE 4.13 OR 4.14 hereto.

                  7.13 ESCROW NOTE;  ESCROW  AGREEMENT.  The parties  shall have
agreed on the terms and  conditions of the Escrow Note and the Escrow  Agreement
and Sellers and the Escrow Agent shall have each executed and delivered to Buyer
the Escrow Agreement.

                  7.14  DELIVERIES.  Sellers shall have made all the
deliveries set forth in Section 9.1 hereof.


                                  ARTICLE VIII

                           CONDITIONS PRECEDENT TO SELLERS' OBLIGATION TO CLOSE

                  The  obligations  of Sellers are, at their option,  subject to
satisfaction,  at or  prior  to the  Closing  Date,  of  each  of the  following
conditions:

                  8.1  REPRESENTATIONS,   WARRANTIES  AND  COVENANTS.   (a)  All
representations  and  warranties of Buyer  contained in or made pursuant to this
Agreement and in any schedule,  instrument,  certificate,  agreement or document
delivered  pursuant to this Agreement  shall be true and correct in all material
respects  on the date  hereof  and on and as of the  Closing  Date with the same
effect as though such representations and warranties had been made on and as of
such dates (in each case,  without taking into account any  qualification  as to
materiality contained in such representations or warranties).

                  (b) All the terms,  covenants  and  conditions  to be complied
with and  performed  by Buyer on or prior to the  Closing  Date  shall have been
complied with or performed.

                  8.2 GOVERNMENTAL CONSENTS. Any applicable waiting period under
the HSRA shall have expired or been earlier  terminated  without  receipt of any
objection or the  commencement  or threat of any litigation by any  Governmental
Authority  of  competent  jurisdiction  to  restrain  the  consummation of the
transactions contemplated by this Agreement.

                  8.3  ADVERSE  PROCEEDINGS.   No  action,   suit,   proceeding,
litigation or  investigation  shall be pending or threatened by any Governmental
Authority of competent juris

                                       41
<PAGE>

diction which questions the validity or legality of this Agreement or any action
taken  or to be  taken  in  connection  herewith  or  the  consummation  of  the
transactions contemplated hereby. No injunction or other order issued by a court
of competent  jurisdiction  restraining or prohibiting  the  consummation of the
transactions contemplated by this Agreement shall be in effect.

                  8.4 AVAILABLE  FUNDS.  Buyer shall have made  available  funds
equal to the Financing  Charge  Amount so as to enable  Sellers to cause TDI and
the Subsidiaries to pay the Financing Charge Amount.

                  8.5 ESCROW  NOTE;  ESCROW  AGREEMENT.  The parties  shall have
agreed on the terms and  conditions of the Escrow Note and the Escrow  Agreement
and Buyer shall have  executed and delivered the Escrow Note to the Escrow Agent
and Buyer and the Escrow Agent shall have each executed and delivered the Escrow
Agreement.

                  8.6  DELIVERIES.  Buyer shall have made all the
deliveries set forth in Section 9.2 hereof.


                                   ARTICLE IX

                                   THE CLOSING

                  9.1  DOCUMENTS  TO BE  DELIVERED  BY SELLERS.  At the Closing,
Sellers shall deliver or cause to be delivered to Buyer the following:

                  (a) certificates  representing the Shares,  in negotiable form
         and duly  endorsed  in blank or  accompanied  by stock  powers or other
         instruments of transfer, as provided in Section 2.2 hereof;

                  (b)  certificate  of each Seller,  dated the Closing  Date, in
         form and substance reasonably  satisfactory to Buyer, certifying to the
         fulfillment of the conditions set forth in Section 7.1 hereof;

                  (c)  opinions of Sellers' counsel, dated the
         Closing Date, in form and substance reasonably
         satisfactory to Buyer;

                  (d)  the acknowledgment and amendment referred to
         in Section 7.5 hereof;




                                       42



<PAGE>



                  (e)  the resignations referred to in Section 7.11
         hereof;

                  (f)  the releases referred to in Section 7.12
         hereof;

                  (g)  the Escrow Agreement referred to in Section
         7.13 hereof; and

                  (h)  such other documents as may reasonably be
         requested by Buyer's counsel.

                  9.2 DOCUMENTS TO BE DELIVERED BY BUYER. At the Closing,  Buyer
shall deliver or cause to be delivered to Sellers (or, in the case of the Escrow
Note, the Escrow Agent) the following:

                  (a)  immediately available wire-transferred funds
         and Infinity Stock registered in the name of Sellers as
         provided in Section 2.2 hereof;

                  (b) certificate of Buyer,  dated the Closing Date, in form and
         substance  reasonably   satisfactory  to  Seller,   certifying  to  the
         fulfillment of the conditions specified in Section 8.1 hereof;

                  (c)  opinion of counsel to Buyer, dated the Closing Date, in 
         form and substance reasonably satisfactory to the Sellers' 
         Representative;

                  (d)  the Escrow Agreement referred to in Section 8.5 hereof;

                  (e)  the Escrow Note referred to in Section 8.5 hereof;

                  (f)  certified resolutions of the board of directors of Buyer,
         authorizing the execution, delivery and performance of this Agreement; 
         and

                  (g)  such other documents as may be reasonably requested by 
         Sellers' counsel.






                                       43


<PAGE>



                                    ARTICLE X

                        TRANSFER TAXES; FEES AND EXPENSES

                  10.1 TRANSFER  TAXES AND SIMILAR  CHARGES.  Except as provided
otherwise in this Agreement,  all costs of transferring the Shares in accordance
with  this  Agreement,   including:  (A)  governmental  filing  or  grant  fees,
including,  without limitation,  the HSRA filing fee, (B) recordation,  transfer
(including, without limitation, realty transfer) and documentary taxes and fees,
shall be divided equally between Buyer on the one hand and Sellers,  jointly and
severally,  on the other hand,  except for any  applicable  stock transfer taxes
which  shall be the  responsibility  of Buyer in respect of the  transfer of the
shares of Infinity  Stock  pursuant to this  Agreement and the joint and several
responsibility of Sellers in respect of the transfer of the Shares.

                  10.2 EXPENSES. Except as provided otherwise in this Agreement,
each  party  hereto  shall be solely  responsible  for all costs and  expenses
incurred by it in connection with the negotiation,  preparation and performance
of and compliance with the terms of this Agreement.


                                   ARTICLE XI

              SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS

                  Except  as  otherwise   specifically  set  forth  herein,  the
representations,  warranties and covenants contained in this Agreement or in any
certificate,  document or instrument  delivered pursuant to this Agreement shall
survive  the Closing and  continue  in effect for three  years  thereafter.  Any
investigation  by or on behalf of any party hereto shall not constitute a waiver
as to enforcement of any representation, warranty or covenant.


                                   ARTICLE XII

                                 INDEMNIFICATION

                  12.1 INDEMNIFICATION BY SELLERS. (a) SEVERAL.  Notwithstanding
the  Closing and  subject to the  limitations  set forth  herein,  each  Seller,
severally,  covenants and agrees to defend,  indemnify and hold harmless  Buyer,
its Affiliates (including, without limitation, TDI and the




                                       44


<PAGE>



Subsidiaries  following  the Closing) and the  officers,  directors,  employees,
agents,  advisers and representatives of each such Person from and against,  and
pay or  reimburse  each  such  Person  for,  any  and all  claims,  liabilities,
obligations,  losses,  fines,  costs,  royalties,  proceedings,  deficiencies or
damages (whether absolute,  accrued,  conditional or otherwise,  and whether or
not resulting from third party  claims),  including  out-of-pocket  expenses and
reason able attorneys' and  accountants'  fees incurred in the investigation or
defense  of any of the  same or in  asserting  any of  their  respective  rights
hereunder (collectively,  "Losses"), resulting from or arising out of any breach
or  inaccuracy  of any  representation  or  warranty of such Seller set forth in
Section  4.1,  4.2 or 4.26 or in Section  4.5 or 4.25 or the fourth  sentence of
Section 4.22(a) hereof insofar as the  representations  and warranties set forth
in such sections pertain only to such Seller.

                  (b) JOINT AND SEVERAL. Notwithstanding the Closing and subject
to the limitations set forth herein, including Section 12.8 hereof, each Seller,
jointly  and  severally,  covenants  and  agrees to defend,  indemnify  and hold
harmless Buyer, its Affiliates and the officers,  directors,  employees, agents,
advisers and  representatives  of each such Person from and against,  and pay or
reimburse  each such Person for, any and all Losses,  resulting  from or arising
out of:

                  (i) (A) any breach of any  covenant or  agreement  made by any
         Seller  under  this  Agreement  or  in  any  schedule   hereto  or  any
         certificate,  document  or other  instrument  delivered  in  connection
         herewith  or (B) any  breach or  inaccuracy  of any  representation  or
         warranty of any Seller under this  Agreement or in any schedule  hereto
         or  any  certificate,   document  or  other  instrument   delivered  in
         connection  herewith  (in  the  case  of  any  such  representation  or
         warranty,  without  taking  into  account any  qualification  as to the
         materiality  or Material  Adverse Effect  contained in such  representa
         tion  or  warranty),  other  than  any  breach  or  inaccuracy  of  any
         representations or warranties referred to in Section 12.1(a) hereof;

                  (ii) any claim of any kind by or any  liability of any kind to
         any third party  relating to the conduct of the business and operations
         of TDI and the  Subsidiaries  prior to the Closing,  whether or not the
         Loss  arising from such  conduct  constitutes  a breach of a representa
         tion or warranty hereunder by Sellers, except to the




                                       45


<PAGE>



         extent  (and  only to the  extent)  that the same (A) is  reflected  or
         reserved against as a current  liability on the face of (and not solely
         in any notes to) the  Statement of Net  Adjusted  Current  Assets,  (B)
         comprises the Liquidated Liability Amount, (C) arises and accrues after
         the Closing Date under any of the Contracts listed on SCHEDULE 4.8 PART
         (B),  SCHEDULE  4.8 PART  (C),  4.11 OR 4.13  hereto  or any  contract,
         agreement or  commitment  not  required to be listed on such  Schedules
         because  of  the  dollar  or  temporal  thresholds   contained  in  the
         definition  of the term  "Contracts",  or (D) arises and accrues  under
         other leases,  contracts,  arrangements or understandings  entered into
         between the date of this Agreement and the Closing Date in the ordinary
         course of business and in accordance with the terms of this Agreement;

                  (iii) any of the interest rate  protection  agreements or any
         of the foreign  exchange  protection agreements entered into by TDI or
         any Subsidiary listed on SCHEDULE 4.11 hereto;

                  (iv) any  liability  with respect to the multiemployer  plan
         withdrawal  liability  described  in SCHEDULE 4.14 hereto in excess of
         $500,000;

                  (v)  any claim, litigation, proceeding or investigation set 
         forth on SCHEDULE 4.15 hereto or on a footnote thereto;

                  (vi)  any matter set forth in Part A on Schedule 4.21 hereto;
         or

                  (vii)  any matter set forth on SCHEDULE 4.22 hereto;

PROVIDED  that any Losses  referred to in clauses  (iii)  through (vii) shall be
calculated  net of any reserves in respect of such Losses  expressly  accrued on
the December 31, 1995 balance sheet included in the Financial Statements.

                  12.2 INDEMNIFICATION BY BUYER. Notwithstanding the Closing and
subject to the  limitations  set forth  herein,  Buyer  covenants  and agrees to
defend,  indemnify  and  hold  harmless  each  Seller,  its  Affiliates  and the
officers,  directors,  employees,  agents,  advisers and representatives of each
such Person from and against, and pay or reimburse each such Person for, any and
all Losses  resulting  from or arising out of (A) any breach of any  covenant or
agreement



                                       46



<PAGE>



made by or on behalf of Buyer under this Agreement or in any schedule  hereto or
any certificate,  document or other instrument  delivered in connection herewith
or any (B) breach or inaccuracy of any representation or warranty of Buyer under
this Agreement or in any schedule hereto or any  certificate,  document or other
instrument   delivered  in  connection   herewith  (in  the  case  of  any  such
representation or warranty,  without taking into account any qualification as to
materiality contained in such representation or warranty).

                  12.3 LIMITATION ON INDEMNITY  OBLIGATION.  (a) Notwithstanding
anything  in  Section  12.1 or 12.2  hereof to the  contrary,  (I) to the extent
indemnification  is sought under Section 12.1(a),  Section 12.1(b)(i) or Section
12.2(b)  hereof,  Sellers or Buyer,  as the case may be,  shall be  required  to
provide  indemnification  only to the  extent  the  aggregate  amount  of Losses
arising  under  Section  12.1 or  12.2  hereof,  as the  case  may  be,  exceeds
$1,000,000;  and (II) to the  extent  indemnification  is sought  under  Section
12.1(b)(ii),  Sellers shall be required to provide  indemnification  only to the
extent the aggregate  amount of Losses arising under Section 12.1 hereof exceeds
$500,000.  To the extent  indemnification may be sought by Buyer under more than
one provision of Section 12.1 hereof,  Buyer may elect,  at it sole option,  the
provisions of Section 12.1 hereof that will be applicable to such Loss.

                  (b) Notwithstanding anything in Section 12.1 or 12.2 hereof to
the contrary, the aggregate amount payable by Sellers with respect to any Losses
(I) under Sections 12.1(a) and 12.1(b)(i) hereof shall not exceed the greater of
(A) $10,000,000  and (B) the fair market value of the Retained Shares  evidenced
by the Escrow Note at the time any such Loss is otherwise  payable  based upon a
per share price  equal to the average  closing  price of the  Infinity  Stock as
reported on the NYSE for the twenty  Business Days preceding the second Business
Day  prior to the date  such Loss is  otherwise  payable  (plus the value of any
distributions  in cash,  securities and other property made with respect to such
Retained Shares prior to their delivery to Sellers  pursuant to the Escrow Note,
other  than any such  distribution  previously  paid to  Buyer)  and (II)  under
Section 12.1(b)(ii) hereof shall not exceed the greater of the amounts set forth
in clause (i) of this Section  12.3(b),  PLUS (X)  $50,000,000  if the Claim (as
defined in Section 12.4  hereof) is made on or before the six month  anniversary
of the Closing Date,  (Y)  $35,000,000 if the Claim is made more than six months
after the Closing Date and on or before



                                       47



<PAGE>



the first  anniversary  of the Closing Date and (Z)  $20,000,000 if the Claim is
made after the first  anniversary of the Closing Date and on or before the third
anniversary  of the Closing Date and MINUS,  in the case of each of clauses (x),
(y) and  (z) of this  Section  12.3(b),  any  amount  actually  paid by  Sellers
pursuant to Sections 12.1(a) and 12.1(b)(i) hereof.

                  (c) Notwithstanding anything in Section 12.1 or 12.2 hereof to
the contrary, the aggregate amount of Losses payable by Buyer under Section 12.2
shall not under any circumstances exceed $10,000,000.

                  (d)  In  the  event   that   Buyer   shall  be   entitled   to
indemnification  for any  Loss  under  this  Article  XII at any  time  when the
Retained  Shares,  as valued as set forth below,  are  sufficient  to compensate
Buyer for such Loss, Buyer shall, before being entitled to make a demand for any
cash payment from Sellers  pursuant to this Article XII, direct the Escrow Agent
to make a notation on the Escrow  Note  reducing  the number of Retained  Shares
represented by the Escrow Note by such number of shares as have a value equal to
such Loss,  based upon a per share price equal to the average  closing  price of
the  Infinity  Stock  as  reported  on the  NYSE for the  twenty  Business  Days
preceding the second  Business Day prior to the date on which such  direction to
the Escrow Agent is given.

                  (e) In the event that the Retained  Shares  represented by the
Escrow Note are  insufficient to satisfy  Sellers'  indemnification  obligations
under this Article XII, Sellers shall, subject to Section 12.3(b) hereof, remain
obligated to indemnify Buyer pursuant to this Article XII.

                  12.4 PROCEDURES FOR CERTAIN  CLAIMS.  In the case of any claim
for indemnification  asserted by a party entitled to indemnification  under this
Agreement  (a "Claim") and subject to Section 12.5 hereof with respect to claims
asserted by a third party,  the parties  hereto shall follow the  procedures set
forth in this Section 12.4 with respect to all Claims.

                  (a)  PROCEDURES FOR CLAIMS BY BUYER.

                  (i) At any time on or  before  the  third  anniversary  of the
         Closing Date, Buyer may give notice to the Sellers'  Representative  of
         any Claim. Such notice shall include  reasonably  detailed  information
         about the nature and factual basis for such Claim and




                                       48


<PAGE>



         the basis for the calculation of the amount claimed, if the amount of 
         the Claim is readily ascertainable.

             (ii) Buyer and the Sellers'  Representative  shall  consult in good
         faith with a view to agreeing on the  validity of such Claim and on the
         amount  of such  Claim.  If  they  so  agree,  Buyer  and the  Sellers'
         Representative  shall give a joint notice to the Escrow  Agent  instruc
         ting the Escrow  Agent to make a notation on the Escrow  Note  reducing
         the number of Retained  Shares  represented  by the Escrow Note by such
         number of shares as have a value  equal to such Claim  based upon a per
         share price equal to the average closing price of the Infinity Stock as
         reported on the NYSE for the twenty  Business Days preceding the second
         Business Day prior to the date of such joint notice.

            (iii)  Claims shall be made in respect of matters as to which actual
         Losses have been paid or incurred;  PROVIDED,  HOWEVER,  that if on the
         date that is the third  anniversary  of the  Closing  Date there  shall
         exist pending or threatened claims,  unasserted  possible claims and/or
         other potential  liabilities or expenses  which, if resolved  adversely
         would result in a Loss (a "Prospective  Claim", which shall include any
         third-party  claim that  remains  unresolved  pursuant to Section  12.5
         hereof), then,  notwithstanding that actual Losses have not theretofore
         been paid or incurred, Buyer may give notice thereof (if not previously
         given)  to the  Sellers'  Representative.  Such  notice  shall  include
         reasonably  detailed  information about each such Prospective Claim and
         information  known to Buyer  regarding  the timing and course of future
         resolution  thereof.  Following  the third  anniversary  of the Closing
         Date,  Buyer and the  Sellers'  Representative  shall  consult with one
         another  with a view to agreeing on the number of Retained  Shares,  if
         any,  represented  by the Escrow Note which shall then be  delivered to
         Sellers, on a proportionate  basis, and the number of such shares which
         shall  remain  subject to the Escrow Note and held by the Escrow  Agent
         with respect to all Prospective  Claims. If, at any time after the 30th
         day following the third  anniversary of the Closing Date, Buyer and the
         Sellers'  Representative have not delivered to the Escrow Agent a joint
         instruction  to  the  effect  of  the  foregoing  with  respect  to all
         Prospective  Claims,  then either Buyer or the Sellers'  Representative
         may refer the matter to arbitration  and the arbitrator if requested by
         either party, shall be




                                       49


<PAGE>



         authorized  to  structure  an  award  to the  effect  of the  foregoing
         allocation.  Nothing in this subsection  (iii) shall prevent Buyer from
         making a Prospective  Claim at any time prior to the third  anniversary
         of the Closing Date.

             (iv) Any  arbitration  pursuant to subsection  (iii) above shall be
         administered by the American  Arbitration  Association and conducted in
         accordance with the then applicable Securities Arbitration Rules of the
         American Arbitration Association.

             (v) The decision of the arbitrators with respect to the number,  if
         any, of the  Retained  Shares  which shall be released  from escrow and
         delivered to Sellers pending resolution of all Prospective Claims shall
         be final and binding on Buyer and Sellers (and  judgment may be entered
         thereon)  and shall not be  subject to appeal to, or review of any kind
         by, any court or tribunal,  PROVIDED, HOWEVER, that either Buyer or the
         Sellers'  Representative  may take  action  in any  court of  competent
         jurisdiction  to enforce such decision.  Not  withstanding  anything in
         this Section 12.4(a) to the contrary, the arbitration award shall apply
         only to the number of Retained Shares which shall remain subject to the
         Escrow Note and held in escrow  pursuant to the Escrow  Agreement after
         the third  anniversary  of the Closing Date pending  resolution  of all
         Prospective Claims and shall not be binding or utilized in any forum by
         any party in  determining  the actual  Losses  incurred  by Buyer which
         shall only be resolved  upon  agreement  of the parties  hereto or by a
         court of law.

              (vi) The Escrow Agent shall be instructed  in a joint  instruction
         of Buyer and the  Sellers'  Representative  to deliver  the number of
         Retained  Shares  represented  by the Escrow Note to the Sellers' Repre
         sentative following the making of any and all reductions to the number
         of Retained  Shares  represented by the Escrow Note pursuant to Section
         12.3(d) hereof,  this Section 12.4(a) or the Escrow  Agreement,  on the
         later to occur of (A) the third anniversary of the Closing Date and (B)
         the resolution of all matters relating to all Prospective  Claims.  The
         Sellers' Representative shall deliver such Retained Shares, prorata to
         Sellers,  in accordance  with the percentages set forth on SCHEDULE 4.2
         hereto;  PROVIDED  that Buyer shall have no liability to any Seller for
         any failure of the



                                       50



<PAGE>



         Sellers' Representative to so deliver such Retained Shares.

                  (b)      PROCEDURES FOR CLAIMS BY SELLERS.

                  (i) At any time on or  before  the third  anniversary of the
         Closing Date, the Sellers'  Representative  may give notice to Buyer of
         any Claim. Such notice shall include  reasonably  detailed  information
         about the nature and factual basis for such Claim and the basis for the
         calculation of the amount claimed.

             (ii) Buyer and the Sellers'  Representative  shall  consult in good
         faith with a view to agreeing on the  validity of such Claim and on the
         amount of such Claim.  If they so agree,  Buyer shall pay the amount of
         such Claim to the Sellers'  Representatives  who shall distribute such
         amounts to Sellers on a proportionate basis.

            (iii)  Claims shall be made in respect of matters as to which actual
         Losses have been paid or incurred;  PROVIDED,  HOWEVER,  that if on the
         third  anniversary  of the Closing Date there shall exist a Prospective
         Claim,  then,  notwithstanding  that actual Losses have not theretofore
         been paid or incurred,  the Sellers'  Representative  may give notice
         thereof  to  Buyer.  Such  notice  shall  include  reasonably  detailed
         information  about  such  Prospective  Claim and  information  known to
         Sellers'  Representative  regarding  the  timing  and  course of future
         resolution thereof. Buyer and the Sellers' Representative shall consult
         with  one  another  with  a view  to  agreeing  on an  amount  in  full
         settlement of the Prospective Claim.

                  12.5  THIRD-PARTY  CLAIMS.  In addition to the  provisions  of
Section 12.4 hereof,  in the case of any Claim asserted by a third party against
a party  entitled to  indemnification  under this  Agreement  (the  "Indemnified
Party"), notice shall be given by the Indemnified Party to the party required to
provide   indemnification  (the  "Indemnifying  Party")  promptly  after  such
Indemnified Party has actual knowledge of any claim as to which indemnity may be
sought,  and the Indemnified  Party shall permit the Indemnifying Party (at the
expense of such  Indemnifying  Party) to assume the  defense of any claim or any
litigation resulting therefrom,  provided that (I) the counsel for the Indemnify
ing Party who shall  conduct  the defense of such claim or  litigation  shall be
reasonably  satisfactory to the Indemni-

                                       51

<PAGE>


fied Party,  (II) the Indemnified  Party may participate in such defense at such
Indemnified Party's expense,  and (III) the omission by any Indemnified Party to
give notice as provided herein shall not relieve the  Indemnifying  Party of its
indemnification  obligation  under this Agreement except to the extent that such
omission  results in a failure of actual  notice to the  Indemnifying  Party and
such  Indemnifying  Party is  materially  damaged as a result of such failure to
give notice. Notice to the Sellers' Representative pursuant to this Section 12.5
shall  constitute  actual  notice to all Sellers.  Except with the prior written
consent of the Indemnified  Party, no Indemnifying  Party, in the defense of any
such  claim or  litigation,  shall  consent to entry of any  judgment  or order,
interim or otherwise,  or enter into any settlement that provides for injunctive
or other  nonmonetary  relief  affecting the Indemnified  Party or that does not
include  as an  unconditional  term  thereof  the  giving  by each  claimant  or
plaintiff to such Indemnified Party of a release from all liability with respect
to such claim or litigation.  In the event that the  Indemnified  Party shall in
good faith  determine  that the conduct of the  defense of any claim  subject to
indemnification  hereunder or any pro posed  settlement of any such claim by the
Indemnifying Party might be expected to affect adversely the Indemnified Party's
tax liability  or, if Buyer is the  Indemnified  Party,  the ability of Buyer to
conduct the business of TDI and the Subsidiaries as presently conducted, or that
the  Indemnified  Party  may  have  available  to it one  or  more  defenses  or
counterclaims  that  are  inconsistent  with  one or more of  those  that may be
available to the  Indemnifying  Party in respect of such claim or any litigation
relating  thereto,  the  Indemnified  Party shall have the right at all times to
take over and assume  control  over the  defense,  settlement,  negotiations  or
litigation  relating  to any such  claim at the  sole  cost of the  Indemnifying
Party,  provided  that if the  Indemnified  Party  does so take over and  assume
control, the Indemnified Party shall not settle such claim or litigation without
the  written  consent  of  the  Indemnifying  Party,  such  consent  not  to  be
unreasonably  withheld. In the event that the Indemnifying Party does not accept
the defense of any matter as above provided,  the  Indemnified  Party shall have
the full right to defend  against any such claim or demand and shall be entitled
to settle  or agree to pay in full such  claim or  demand.  Notwithstanding  the
foregoing,  the Indemnifying  Party shall still provide  indemnification  to the
Indemnified  Party.  In any event,  the  Indemnifying  Party and the Indemnified
Party shall cooperate in the defense of any claim or litigation  subject to this
Section 12.5 and the


                                       52




<PAGE>



records of each shall be available to the other with respect
to such defense.

                  12.6  THE  SELLERS'   REPRESENTATIVE.   (a)  Notwithstanding
anything in this Agreement to the contrary, all rights of Sellers under Sections
12.4 and 12.5 hereof shall be exercisable  exclusively  by Apfelbaum,  and Buyer
shall be  entitled to deal  exclusively  with  Apfelbaum  in respect of all such
rights,  including,  without  limitation,  the giving of all notices pursuant to
Sections 12.4 and 12.5 hereof,  unless  Sellers owning a majority of the Class A
Stock and Class B Stock  immediately  prior to the Closing shall notify Buyer in
writing that Buyer shall  thereafter deal exclusively with Joel M. Rudenstein or
another specified  individual (but not more than one individual) for purposes of
this  Article  XII.  Apfelbaum  or such other  specified  individual  who may be
appointed  pursuant to this Section 12.6(a) to act as  representative of Sellers
in  place  of   Apfelbaum   shall  be  referred  to  herein  as  the   "Sellers'
Representative".

                  (b) The Sellers' Representative shall not be liable to Sellers
for any  action  taken or  omitted  by him or her in good  faith and in no event
shall the Sellers' Representative be liable or responsible to Sellers except for
his or her own gross negligence, bad faith or willful misconduct.  Sellers agree
that  Sellers  shall be liable,  jointly  and  severally,  to hold the  Sellers'
Representative  harmless  from,  and to  indemnify  and  reimburse  the Sellers'
Representative  for, all claims,  liabilities,  losses and  expenses  (including
out-of-pocket and incidental  expenses  reasonably incurred and reasonable legal
fees)  arising in connection  with any action,  suit or claim arising under this
Agreement,  provided that the Sellers'  Representative  has not acted with gross
negligence,  bad faith or willful  misconduct  with respect to any of the events
relating  to such  claims,  liabilities,  losses or  expenses.  Anything in this
Agreement  to the  contrary  notwithstanding,  in no event  shall  the  Sellers'
Representative,  acting in his or her capacity as the representative of Sellers,
but not in his or her individual  capacity as a Seller, be responsible or liable
to Sellers for special,  indirect or  consequential  loss or damages of any kind
(including but not limited to lost  profits),  regardless of the form of action.
No indemnification  by Sellers  under this  Section  12.6(b)  shall  reduce or
otherwise limit in any respect Sellers' other indemnification obligations under
this Article XII.




                                       53



<PAGE>



                  12.7 LIMITATION ON CLAIMS. In case any event shall occur which
would  otherwise  entitle  any  party to assert  any  claim for  indemnification
hereunder,  no Loss shall be deemed to have been  sustained by such party to the
extent of (a) any tax  savings  actually  realized  by such party  with  respect
thereto,  or (b) any proceeds received by such party from any insurance policies
with respect thereto,  net of any increase in premiums or other costs associated
with such insurance recovery.

                  12.8  SPECIAL  LIMITATIONS.  Notwithstanding  anything in this
Agreement  to the  contrary,  the  indemnification  obligations  of Teachers and
Hambro  shall be joint and  several  only to the  extent of the  greater  of the
amounts set forth in clause (i) of Section 12.3(b) hereof;  thereafter,  each of
Teachers and Hambro  shall be severally  liable for its prorata share (based on
its proportionate  ownership of the Shares  immediately prior to the Closing) of
any Losses in excess of the  greater of the amounts set forth in such clause (i)
of Section 12.3(b)  hereof;  PROVIDED that, in no event shall either Teachers or
Hambro be liable  pursuant to this  Agreement for an amount greater than its pro
rata share of the Purchase Price. Once all of the Retained Shares have been used
to satisfy the Sellers'  indemnification  obligations under this Agreement,  any
Seller may  satisfy  any  additional  indemnification  obligation  hereunder  in
respect of any Loss by delivering to Buyer shares of Infinity Stock constituting
a portion of the Stock Portion  having a value  (together  with the value of all
payments of all other Sellers) equal to such Loss, such value to be based upon a
per share price  equal to the average  closing  price of the  Infinity  Stock as
reported on the NYSE for the twenty  Business Days preceding the second Business
Day prior to the date on which such indemnification payment is made.

                  12.9 EXCLUSIVE REMEDY. The indemnification  provisions of this
Article XII shall be the sole and  exclusive  remedy of the parties  against one
another with respect to any Loss under this Agreement.





                                       54



<PAGE>



                                  ARTICLE XIII

                               TERMINATION RIGHTS

                  13.1  TERMINATION.  (a) This  Agreement  may be  terminated by
Buyer,  on the one hand, or Sellers,  on the other hand, if the party seeking to
terminate (and in the case of Sellers,  each Seller) is not in material  default
or  breach  of this  Agreement,  upon  written  notice  to the  other  upon  the
occurrence of any of the following:

                  (i)  if the Closing has not occurred by November 30, 1996; or

                  (ii) if there  shall be in effect any final  judgment,  final
         decree or order that would prevent or make unlawful the Closing.

                  13.2  LIABILITY.  The  termination  of this  Agreement under
Section 13.1 hereof shall not relieve any party of any  liability  for breach of
this Agreement prior to the date of termination.


                                   ARTICLE XIV

                              REMEDIES UPON DEFAULT

                  Each Seller  recognizes that, in the event any Seller defaults
in the performance of its  obligations to close under this  Agreement,  monetary
damages alone will not be adequate. Therefore, unless Buyer is in default in the
performance of its  obligations  to close under this Agreement,  Buyer shall be
entitled,  in addition to bringing an action for  indemnification  under Article
XII hereof,  to obtain specific  performance of the terms of this Agreement.  In
any action to enforce  specifically  the  performance  of this  Agreement,  each
Seller shall waive the defense that there is another  adequate  remedy at law or
equity and agrees that Buyer shall have the right to obtain specific performance
of Sellers' obligations to close under the terms of this Agreement without being
required to prove actual damages, post bond or furnish other security other than
to pay the full Purchase Price and otherwise perform its closing obligations. In
addition, Buyer shall be entitled to obtain from Sellers, jointly and severally,
court costs and  reasonable  attorneys'  fees  incurred by it in  enforcing  its
rights hereunder,  plus interest at the Delaware statutory rate on the amount of
any judgment obtained



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<PAGE>



against  any Seller  from the date of default by such  Seller  until the date of
payment of the judgment. As a condition to seeking specific  performance,  Buyer
shall not be required to have tendered the Purchase  Price  specified in Section
2.1 of this  Agreement,  but shall be required to demonstrate  that it is ready,
willing and able to do so and to perform its other  closing  obligations  in all
material respects.


                                   ARTICLE XV

                                OTHER PROVISIONS

                  15.1  CONFIDENTIALITY.   Each  Seller  and  Buyer  shall  keep
confidential  and not use or disclose any  information  previously  or hereafter
obtained by it pursuant to this Agreement (the party receiving such  information
is hereinafter  referred to as the "Receiving  Party") with respect to the other
or such other's parents, subsidiaries, affiliates or other related entities (the
party,  or such  party's  parents,  subsidiaries,  affiliates  or other  related
entities,  with respect to which the information relates is hereinafter referred
to as the  "Disclosing  Party")  in  connection  with  this  Agreement  and  the
negotiations   preceding  this  Agreement,   including,   without   limitation
information  provided  pursuant  to Section  5.1  hereof  (such  information  is
hereinafter  referred to as the "Confidential  Information"),  and the Receiving
Party  will use such  Confidential  Information  solely in  connection  with the
transactions   contemplated   by  this  Agreement,   and  if  the   transactions
contemplated  hereby are not  consummated  for any reason,  the Receiving  Party
shall either return to the Disclosing Party,  without retaining a copy thereof,
or destroy any schedules,  documents or other written  information constituting
Confidential Information (or prepared based upon such Confidential  Information)
in connection with this Agreement and the transactions  contemplated  hereby and
the  negotiations  preceding this Agreement.  Without limiting the generality of
the  foregoing,   the  Receiving  Party  shall  be  permitted  to  disclose  any
Confidential  Information  to  such  of  its  Affiliates,  officers,  directors,
employees,  agents,  lenders  and  representatives  (collectively,   "Representa
tives") as have a need to know such  Confidential  Information,  provided such
Representatives   shall  be  informed  that  disclosure  of  such   Confidential
Information by such Representatives  would be in contravention  hereof.  Notwith
standing  the  foregoing,  the  Receiving  Party  shall not be  required to keep
confidential or return any information  which (I) is known or available  through
other lawful



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<PAGE>



sources, not bound by a confidentiality  agreement with the Disclosing Party, or
(II) is or becomes  publicly  known other than as a result of the  disclosure by
the Receiving Party or its  Representatives or (III) is required to be disclosed
pursuant to an order or request of a judicial  or  governmental  authority  or a
self-regulatory   body,   including  the  National   Association   of  Insurance
Commissioners,  or  pursuant  to any  law  or  regulation  in  any  jurisdiction
(provided the Disclosing Party is given  reasonable  prior written  notice),  or
(IV) is  developed by the  Receiving  Party  independently  of, and is not based
upon, the Confidential Information.

                  15.2 LEGEND. Each certificate  representing shares of Infinity
Stock issued to any Seller shall bear upon its face the following legends:

                  "THE  SHARES  REPRESENTED  BY THIS  CERTIFICATE  HAVE NOT BEEN
                  REGISTERED  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED (THE
                  "ACT"),  AND  MAY NOT BE  OFFERED,  SOLD,  ASSIGNED,  PLEDGED,
                  HYPOTHECATED  OR  OTHERWISE   DISPOSED  OF  UNLESS  AND  UNTIL
                  REGISTERED  UNDER THE ACT AND ANY APPLICABLE  STATE SECURITIES
                  LAWS  OR  UNLESS  SUCH  OFFER,   SALE,   ASSIGNMENT,   PLEDGE,
                  HYPOTHECATION,  TRANSFER OR OTHER  DISPOSITION IS EXEMPT FROM
                  REGISTRATION  AND IN EACH CASE IS OTHERWISE IN COMPLIANCE WITH
                  THE ACT AND SUCH LAWS."

                  15.3  PUBLICITY.  Except as required by Applicable Law or with
the other parties' express written  consent,  no party to this Agreement nor any
Affiliate  of any  party  shall  issue  any  press  release  or make any  public
statement  (oral  or  written)  regarding  this  Agreement  or the  transactions
contemplated by this Agreement.

                  15.4  COMPLIANCE  WITH HSRA.  Buyer and Sellers  shall make or
cause  to be  made in a  timely  fashion  all  filings  which  are  required  in
connection with the transactions  contemplated hereby under the HSRA, and shall
furnish to the other party all information that the other reasonably requests in
connection with such filings.

                  15.5 BENEFIT AND  ASSIGNMENT.  This Agreement shall be binding
upon and shall inure to the benefit of the parties  hereto and their  respective
heirs,  successors  and  assigns.  Neither  Buyer nor any Seller may assign this
Agreement  without the prior written  consent of Buyer,  in the case of any such
assignment by any Seller, and of the



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<PAGE>



Sellers'  Representative,  in the case of any such  assignment by Buyer,  except
that (I) Buyer may assign its rights and obligations under this Agreement to any
of its  Affiliates,  PROVIDED that any such  assignment  shall not relieve Buyer
from any of its  obligations  under this Agreement and (II) Buyer may assign its
rights  under  Article  XII hereof to any lender  which  provides  financing  in
connection with the consummation of this Agreement.

                  15.6 NO  THIRD-PARTY  BENEFICIARIES.  Except  as  provided  in
Sections  6.4,  12.1,  12.2 and 15.5  hereof  with  respect to  indemnification,
nothing in this Agreement shall confer any rights upon any Person other than the
parties hereto and their respective heirs, successors and permitted assigns.

                  15.7 ENTIRE  AGREEMENT.  This  Agreement  and the exhibits and
schedules  hereto embody the entire  agreement and  understanding of the parties
hereto  and  supersede   any  and  all  prior   agreements,   arrangements   and
understandings relating to the matters provided for herein. No amendment, waiver
of compliance with any provision or condition hereof or consent pursuant to this
Agreement shall be effective unless evidenced by an instrument in writing signed
by the party against whom  enforcement  of any  amendment,  waiver or consent is
sought.

                  15.8  WAIVER.  At any time  prior  to the  Closing  Date,  the
parties  hereto may (I) extend the time for  performance  of any  obligations or
other  acts of the other  parties  hereto,  (II) waive any  inaccuracies  in the
representations  and warranties  contained  herein or in any document  delivered
pursuant  hereto and (III) waive any  compliance  with any of the  agreements or
conditions  contained  herein.  Any agreement on the part of any party hereto to
any such  extension or waiver shall be valid only if set forth in an  instrument
in writing signed on behalf of such party.

                  15.9  HEADINGS.  The headings set forth in this  Agreement are
for convenience  only and will not control or affect the meaning or construction
of the provisions of this Agreement.




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<PAGE>



                  15.10 CHOICE OF LAW. The  construction and performance of this
Agreement  shall be governed by the laws of the State of New York without regard
to its  principles of conflict of laws,  and the state and federal courts of New
York shall have exclusive jurisdiction over any controversy or claim arising out
of or relating to this Agreement.

                  15.11  NOTICES.  All  notices,  requests,   demands,  letters,
waivers and other  communications  required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been duly given if (A)
delivered  personally,  (B) mailed,  certified or  registered  mail with postage
prepaid,  (C) sent by next-day or overnight mail or delivery or (D) sent by fax,
as follows:

         To any Seller:

                  TDI Worldwide, Inc.
                  275 Madison Avenue
                  New York, New York  10016
                  Attention:  Mr. William M. Apfelbaum
                  Phone:  (212) 559-1100
                  Fax:    (212) 661-8960

         With a copy to:

                  Fulbright & Jaworski L.L.P.
                  666 Fifth Avenue
                  New York, New York  10103
                  Attention:  William Bush, Esq.
                  Phone:  (212) 318-3307
                  Fax:    (212) 752-5958

                  Dechert Price & Rhoads
                  477 Madison Avenue
                  New York, New York  10022
                  Attention:  Ronald R. Jewell, Esq.
                  Phone:  (212) 326-3500
                  Fax:    (212) 308-2041

                  Fried, Frank, Harris, Shriver & Jacobson
                  One New York Plaza
                  New York, New York  10004
                  Attention:  Kenneth Blackman, Esq.
                  Phone:  (212) 859-8000
                  Fax:    (212) 859-4000



                                       59




<PAGE>





                  Teachers Insurance and Annuity
                    Association of America
                  730 Third Avenue
                  New York, New York  10017
                  Attention:  Timothy F. Hodgdon, Esq.
                  Phone:  (212) 916-4270
                  Fax:    (212) 916-6980

         To Buyer:

                  Infinity Broadcasting Corporation
                  600 Madison Avenue
                  New York, New York  10022
                  Attention:  Mr. Farid Suleman
                  Phone:  (212) 750-6400
                  Fax:    (212) 888-2959

         With a copy to:

                  Debevoise & Plimpton
                  875 Third Avenue
                  New York, New York  10022
                  Attention:  Richard D. Bohm, Esq.
                  Phone:  (212) 909-6226
                  Fax:    (212) 909-6836

or to such  other  person or address  as any party  shall  specify by notice in
writing to the party entitled to notice.  All such notices,  requests,  demands,
letters,  waivers and other communications shall be deemed to have been received
(W) if by personal delivery on the day after such delivery,  (X) if by certified
or registered mail, on the fifth Business Day after the mailing thereof, (Y) if
by next-day or  overnight  mail or delivery,  on the day  delivered or (Z) if by
fax, on the next day following the day on which such fax was sent, provided that
a copy is also sent by certified or registered mail.

                  15.12 COUNTERPARTS.  This Agreement may be executed in one or
more  counterparts,  each of which will be deemed an  original  and all of which
together will constitute one and the same instrument.

                  15.13  FURTHER ASSURANCES.  Each Seller shall at
any time and from time to time after the Closing execute and
deliver to Buyer such further conveyances, assignments and
other written assurances as Buyer may reasonably request in



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<PAGE>



order to vest and  confirm in Buyer (or its  assignees)  the title and rights to
and in all of the Shares to be and  intended to be sold,  conveyed,  transferred
and assigned hereunder.






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<PAGE>



                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement to be duly executed as of the date first written above.


                                            INFINITY BROADCASTING CORPORATION


                                            By:________________________
                                      Name:
                                     Title:


                                            ---------------------------
                                            William M. Apfelbaum


                                            ---------------------------
                                            Donald R. Allman


                                            ---------------------------
                                            Joel M. Rudenstein


                                            ---------------------------
                                            Tina K. Haut


                                            ---------------------------
                                            Seymour W. Zises


                                            ---------------------------
                                            Geoffrey R. Handler


                                            ---------------------------
                                            William F. Murphy


                                            ---------------------------
                                            Jodi A. Yegelwel


                                            ---------------------------
                                            Eric M. Solomon





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<PAGE>




                             HAMBRO GROUP INVESTMENT


                                            By:________________________
                                      Name:
                                     Title:


                             TEACHERS INSURANCE AND
                               ANNUITY ASSOCIATION


                                            By:________________________
                                      Name:
                                     Title:





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