ASSET PURCHASE AGREEMENT

                                 By and Between

                          AMERICAN TOWER SYSTEMS, INC.

                                       and

                       MERIDIAN SALES AND SERVICES COMPANY

                                   Dated as of

                                February 5, 1997













<PAGE>



<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

<S>                                                                                                              <C>
ARTICLE 1         DEFINED TERMS...................................................................................1

ARTICLE 2         SALE AND PURCHASE OF ASSETS.....................................................................2
         2.1      Agreement to Sell and Buy.......................................................................2
         2.2      Assumption of Liabilities and Obligations. .....................................................3
         2.3      Closing; Purchase Price.........................................................................5
         2.4      Accounts Receivable.............................................................................6

ARTICLE 3         REPRESENTATIONS AND WARRANTIES OF MERIDIAN......................................................7
         3.1      Organization and Business; Power and Authority; Effect of Transaction...........................7
         3.2      Financial and Other Information.  ..............................................................8
         3.3      Changes in Condition............................................................................9
         3.4      Materiality.....................................................................................9
         3.5      Title to Properties; Leases.....................................................................9
         3.6      Compliance with Private Authorizations.........................................................10
         3.7      Compliance with Governmental Authorizations and Applicable Law.................................11
         3.8      Intangible Assets..............................................................................12
         3.9      Related Transactions...........................................................................13
         3.10     Insurance......................................................................................13
         3.11     Tax Matters.  .................................................................................13
         3.12     Employee Retirement Income Security Act of 1974................................................14
         3.13     Absence of Sensitive Payments..................................................................16
         3.14     Inapplicability of Specified Statutes..........................................................16
         3.15     Employment Arrangements........................................................................16
         3.16     Material Agreements............................................................................17
         3.17     Ordinary Course of Business....................................................................17
         3.18     Material and Adverse Restrictions..............................................................19
         3.19     Broker or Finder...............................................................................19
         3.20     Solvency.......................................................................................19
         3.21     Environmental Matters..........................................................................19

ARTICLE 4         REPRESENTATIONS AND WARRANTIES OF ATS..........................................................20
         4.1      Organization and Business; Power and Authority; Effect of Transaction..........................20
         4.2      Broker or Finder...............................................................................20
         4.3      Solvency.......................................................................................21
         4.4      No Legal Action................................................................................21
         4.5      Physical Assets "AS IS"........................................................................21

ARTICLE 5         COVENANTS......................................................................................21
         5.1      Access to Information; Confidentiality.........................................................21
         5.2      Agreement to Cooperate.........................................................................23
         5.3      Public Announcements...........................................................................24
         5.4      Notification of Certain Matters................................................................24
         5.5      No Solicitation................................................................................24
         5.6      Conduct of Business by Meridian Pending the Closing............................................25



<PAGE>



         5.7      Preliminary Title Reports......................................................................26
         5.8      Environmental Site Assessments.................................................................26

ARTICLE 6         CLOSING CONDITIONS.............................................................................27
         6.1      Conditions to Obligations of Each Party to Effect the Transactions.............................27
         6.2      Conditions to Obligations of ATS...............................................................27
         6.3      Conditions to Obligations of Meridian..........................................................30

ARTICLE 7         TERMINATION, AMENDMENT AND WAIVER..............................................................32
         7.1      Termination....................................................................................32
         7.2      Effect of Termination..........................................................................32

ARTICLE 8         INDEMNIFICATION................................................................................33
         8.1      Survival.......................................................................................33
         8.2      Indemnification................................................................................34
         8.3      Limitation of Liability........................................................................36
         8.4      Notice of Claims...............................................................................37
         8.5      Defense of Third Party Claims..................................................................37
         8.6      Exclusive Remedy...............................................................................38

ARTICLE 9         GENERAL PROVISIONS.............................................................................38
         9.1      Amendment......................................................................................38
         9.2      Waiver.........................................................................................38
         9.3      Fees, Expenses and Other Payments..............................................................38
         9.4      Notices........................................................................................39
         9.5      Specific Performance; Other Rights and Remedies................................................40
         9.6      Severability...................................................................................40
         9.7      Counterparts...................................................................................41
         9.8      Section Headings...............................................................................41
         9.9      Governing Law..................................................................................41
         9.10     Further Acts...................................................................................41
         9.11     Entire Agreement; Separate Agreements..........................................................41
         9.12     Assignment.....................................................................................42
         9.13     Parties in Interest............................................................................42
         9.14     Mutual Drafting................................................................................42
         9.15     Venue..........................................................................................42
</TABLE>

APPENDIX A:                    Definitions

EXHIBITS:

         EXHIBIT A         Form of Noncompetition Agreement
         EXHIBIT B         Form of Indemnity Escrow Agreement


                                      -ii-

<PAGE>



SCHEDULES:

         Meridian Disclosure Schedule
         Tax Allocation Schedule


                                      -iii-

<PAGE>




                            ASSET PURCHASE AGREEMENT

         This  Asset  Purchase  Agreement  (this  "Agreement")  is  dated  as of
February  5, 1997 by and  between  American  Tower  Systems,  Inc.,  a  Delaware
corporation  ("ATS"),  and  Meridian  Sales and Services  Company,  a California
corporation ("Meridian").

         WHEREAS, Meridian owns and leases and operates communication towers and
is engaged in the  business of managing  communication  sites for third  parties
(the "Meridian Business");

         WHEREAS,  ATS  desires  to  purchase  and  Meridian  desire to sell the
Meridian  Assets  and  the  Meridian   Business  on  the  terms  and  conditions
hereinafter set forth;

         WHEREAS,  simultaneously  with  the  execution  and  delivery  of  this
Agreement,  ATS and Meridian have entered into an escrow  agreement (the "Escrow
Agreement")  with  Sullivan &  Worcester  LLP,  counsel for ATS,  and  Levinson,
Miller, Jacobs & Phillips,  counsel for Meridian (the "Escrow Agent"),  pursuant
to which ATS has made a deposit of $167,500 (the "Escrow Deposit"); and

         WHEREAS,  ATS is or will become  party to an asset  purchase  agreement
with each of Meridian  Radio Sites  ("MRS") and  Meridian  Communications  North
("MCN")  (individually,  an  "Other  Agreement"  and  collectively,  the  "Other
Agreements"  as further  modified in the  definition  thereof),  relating to the
purchase  and sale of the  communication  towers and the  business  of  managing
communication sites for third parties of each of MRS and MCN;

         NOW,  THEREFORE,  in  consideration  of  the  above  premises  and  the
covenants and agreements contained herein, the parties,  intending to be legally
bound, do hereby covenant and agree as follows:


                                    ARTICLE 1

                                  DEFINED TERMS

         As used  herein,  unless  the  context  otherwise  requires,  the terms
defined in  Appendix A shall have the  respective  meanings  set forth  therein.
Terms defined in the singular  shall have a comparable  meaning when used in the
plural,  and vice  versa,  and the  reference  to any gender  shall be deemed to
include all genders.  Unless otherwise  defined or the context otherwise clearly
requires,  terms for which  meanings are provided in this  Agreement  shall have
such meanings when used in the Meridian  Disclosure Schedule and each Collateral
Document  executed  or required  to be  executed  pursuant  hereto or thereto or
otherwise  delivered,  from time to time,  pursuant hereto or thereto.  The term
"either party" shall, unless the context otherwise  requires,  refer to Meridian
and ATS.





<PAGE>



                                    ARTICLE 2

                           SALE AND PURCHASE OF ASSETS

         2.1 Agreement to Sell and Buy.  Subject to the terms and conditions set
forth in this Agreement,  Meridian hereby agrees to sell,  assign,  transfer and
deliver to ATS at the Closing,  and ATS agrees to purchase at the  Closing,  the
Meridian  Assets and the Meridian  Business,  free and clear of any Liens of any
nature  whatsoever  except for Permitted  Liens. For purposes of this Agreement,
the term "Meridian  Assets" shall mean all of the Assets of Meridian,  including
without  limitation  the  right to use the name  "Meridian"  and all  variations
thereof,  other than the Excluded  Assets.  For purposes of this Agreement,  the
term "Excluded Assets" shall mean the following Assets:

                  (i)  all cash and cash equivalents;

                  (ii)  all Accounts Receivable;

                  (iii) all FCC Licenses and equipment and other assets relating
         to  the   specialized   mobile  radio  business  of  Meridian  as  more
         specifically  described in Section  2(iii) of the  Meridian  Disclosure
         Schedule;

                  (iv) all FCC licenses and equipment and other assets  relating
         to the repeater radio service business of Meridian as more specifically
         described in Section 2.1(iv) of the Meridian Disclosure Schedule;

                  (v) all books and records  (including without  limitation,  if
         retained by Meridian,  any financial  records necessary or desirable to
         enable the condition specified in Section 6.2(g) to be satisfied) which
         Meridian is required by Applicable Law to retain,  subject to the right
         of ATS to have  access  and to copy for a period of five (5) years from
         the Closing Date; the records  described  herein shall further  include
         without limitation all corporate seals,  certificates of incorporation,
         minute books,  stock books,  Tax Returns or other records  having to do
         with the corporate organization of Meridian;

                  (vi) any pension,  profit-sharing  or employee  benefit plans,
         including any assets in any related trusts;

                  (vii) the  personal  assets  of the  officers,  directors  and
         shareholders  of Meridian  as more  specifically  described  in Section
         2.1(vii) of the Meridian Disclosure Schedule;

                  (viii) any and all rights of Meridian and its shareholders for
         federal, state and local tax refunds; and

                  (ix)  any and all  products,  profits  and  proceeds  of,  and
         including  without  limitation  any Claims with  respect to, any of the
         foregoing.


                                       -2-


<PAGE>



         2.2      Assumption of Liabilities and Obligations.

         (a) At the Closing,  ATS shall assume and agree to pay,  discharge  and
perform the following obligations and liabilities of Meridian (collectively, the
"Meridian Assumed  Obligations"):  (i) all of the obligations and liabilities of
Meridian  under  the  ATS  Assumable   Agreements,   (ii)  all  obligations  and
liabilities  of Meridian  with  respect to the  ownership  and  operation of the
Meridian  Assets and the  conduct  of the  Meridian  Business,  on and after the
Closing Date, and (iii) all obligations and liabilities of Meridian arising from
or relating to the acquisition, ownership or operation of the New Sites, whether
arising prior to or after the Closing Date (the "New Site Assumed Obligations"),
except  for such  obligations  and  liabilities  (A)  that  arise  from  grossly
negligent or willful misconduct of Meridian prior to the Closing Date or (B) the
existence of which is in contravention of (I) representations or warranties made
by  Meridian  pursuant  to the  provisions  of  Article  3,  (II)  covenants  or
agreements made by Meridian  pursuant to the provisions of Section 5.6, or (III)
provisions of this Agreement  requiring the approval of ATS; provided,  however,
that  notwithstanding the foregoing,  ATS shall not assume and agree to pay, and
shall not be obligated with respect to, the Meridian  obligation and liabilities
referred to in Section 2.2(b) (the "Meridian Nonassumed Obligations");  provided
further, however, that, notwithstanding the preceding proviso or Section 2.2(b),
the term  "Meridian  Nonassumed  Obligations"  shall not  include,  and the term
"Meridian Assumed  Obligations" shall include,  any liability arising out of the
transfer or assignment to ATS of, or the use or enjoyment of the benefits by ATS
under, any Contract,  Governmental  Authorization or Private  Authorization  the
transfer or  assignment of which  (according  to Section  2.2(a) of the Meridian
Disclosure  Schedule)  requires or may require the consent of any  Authority  or
other third party (collectively,  the "Nonassignable Contracts"), if ATS has, on
or prior to the Closing  Date,  notified  Meridian  in writing  (an  "Acceptance
Notice") that ATS consents to the transfer or  assignment of such  Nonassignable
Contract  despite the  failure or  inability  of ATS and  Meridian to obtain the
approval or consent of an Authority  or a third party whose  approval or consent
is required pursuant to the terms of such Nonassignable  Contract,  or elects to
receive the benefits of such Nonassumable  Contract,  in either of which events,
if the  approval  or consent of an  Authority  or a third  party  applicable  to
transfer  of  such  Nonassignable  Contract  is  required  to be  obtained  as a
condition to ATS's  obligations at Closing pursuant to the provisions of Section
6.1(a), 6.2(d) or 6.2(m), ATS shall be deemed to have waived such condition with
respect  to such  Nonassignable  Contract.  With  respect  to any  Nonassignable
Contract  for which the  applicable  consent of the third party is not  obtained
prior to the  Termination  Date and for which  ATS does not  timely  deliver  an
Acceptance  Notice as  described  in the  preceding  sentence,  the  rights  and
obligations  of the  parties  shall be as  follows  unless  otherwise  agreed by
Meridian  and ATS in writing:  (1) if obtaining  such  approval or consent was a
condition to ATS's  obligations  at the Closing  pursuant to the  provisions  of
Section 6.1(a),  6.2(d) or 6.2(m),  this Agreement shall terminate in the manner
described in Section  7.2(a);  and (2) if obtaining such approval or consent was
not such a condition to ATS's  obligations,  the purchase and sale  contemplated
hereunder  shall  proceed in  accordance  with all the terms of this  Agreement,
except that the  Nonassignable  Contract shall no longer  constitute part of the
"Meridian  Assets"  and  Meridian  shall  retain all  benefits  and  liabilities
thereunder.

         (b)  Except  for  the  Meridian  Assumed  Obligations  or as  expressly
provided in this Agreement,  ATS shall not assume or become obligated to perform
any debt, liability or obligation

                                       -3-


<PAGE>



of Meridian or relating to the  ownership  or  operation  of any of the Meridian
Assets or the conduct of the Meridian  Business  whatsoever,  including  without
limitation the following:

                  (i) subject to the  provisions of Article 8, the ownership and
         operation  of the  Meridian  Assets  or  the  conduct  of the  Meridian
         Business prior to the Closing Date, including without limitation Taxes,
         unfunded  pension  costs,   any  Employment   Arrangement  of  Meridian
         (including  without  limitation any obligation to any Meridian Employee
         for severance  benefits,  vacations time or sick leave), and any of the
         following  to the extent same arise from Events  occurring  prior to or
         existing on the Closing  Date:  products  liability,  Legal  Actions or
         other Claims, and obligations and liabilities relating to Environmental
         Law;

                  (ii) any  obligations or  liabilities  under the ATS Assumable
         Agreements relating to the period prior to the Closing;

                  (iii)  any insurance policies of Meridian;

                  (iv) those required to be disclosed in the Meridian Disclosure
         Schedule  which are not so disclosed or which,  if  disclosed,  Section
         8.2(b)(ii)  of the Meridian  Disclosure  Schedule  indicates  that such
         obligation or liability will not be assumed;

                  (v) any liability or obligation  from or relating to breach of
         any warranty or any  misrepresentation by Meridian under this Agreement
         or any Collateral Document;

                  (vi) any liability or obligation from or relating to breach or
         violation  of, or failure to perform,  any of  Meridian's  obligations,
         covenants,  agreements or  undertakings  set forth in this Agreement or
         any Collateral Document, including without limitation Article 5 of this
         Agreement;

                  (vii) any  obligation  or  liability  relating to any Excluded
         Asset;

                  (viii) any obligation or liability with respect to capitalized
         lease obligations or Indebtedness for Money Borrowed;

                  (ix) any taxes, fees, expenses or other amounts required to be
         paid by Meridian  pursuant to the  provisions of this  Agreement or any
         Collateral Document; and

                  (x) any Contract  with any  Affiliate of Meridian,  other than
         those set forth in Section 2(b)(x) of the Meridian Disclosure Schedule.

The term "ATS Assumable  Agreements"  shall mean all obligations and liabilities
of Meridian under all Contractual Obligations,  Governmental  Authorizations and
Private  Authorizations  relating to the  ownership  or  operation of any of the
Meridian Assets or the conduct of the Meridian Business, other than any Meridian
Nonassumed Obligation.

         (c)  Notwithstanding  anything  contained  in  this  Agreement  to  the
contrary,  except as set forth in  Article 8 or Section  2.2(c) of the  Meridian
Disclosure Schedule, all items of income and

                                       -4-


<PAGE>



expense (including without limitation with respect to rent, utility charges, Pro
Ratable  Taxes and wages,  salaries and accrued but unused  vacation of Meridian
employees) arising from the ownership or operation of the Meridian Assets or the
conduct of the  Meridian  Business  shall be prorated as of 12:01 a.m.,  Eastern
time, on the Closing Date,  with Meridian  entitled to and  responsible  for any
such items on or prior to the Closing Date and ATS  entitled to and  responsible
for any such items relating to any subsequent  period.  For these purposes,  Pro
Ratable  Taxes  attributable  to a period that begins  before and ends after the
Closing  Date shall be treated on a "closing of the books"  basis as two partial
periods,  one ending at the close of the Closing Date and the other beginning on
the day after the Closing Date,  except that Pro Ratable Taxes (such as property
Taxes)  imposed on a periodic  basis shall be  allocated  on a daily  basis.  If
either party shall have  received any such revenues or paid any such expenses or
charges which,  pursuant to the terms hereof,  the other party is entitled to or
responsible  for, it shall furnish the other party with a detailed  statement of
any such items as soon as  practicable  after  receipt or payment  thereof.  The
parties  shall  use  their  best  efforts  to agree  upon  such  items and other
adjustments prior to the Closing Date and, in any event,  except as set forth in
Section  2.2(c)  of the  Meridian  Disclosure  Schedule,  with  sixty  (60) days
thereafter.  If the  parties  are unable  within  such period to agree upon such
items and other  adjustments,  Meridian and ATS shall,  within the following ten
(10) days,  jointly designate a nationally known  independent  public accounting
firm to be  retained to review  such items and other  adjustments.  The fees and
other expenses of retaining such  independent  public  accounting  firm shall be
borne equally by Meridian and ATS. Such firm shall report its  conclusions as to
such items and other adjustments  pursuant to this Section and such report shall
be  conclusive  on all parties to this  Agreement  and not subject to dispute or
review.  Upon such agreement or  determination  by such  independent  accounting
firm,  Meridian or ATS, as the case may be, shall  promptly  reimburse the other
party for any  income  received  or  expenses  paid by the  other  party and not
previously  reimbursed  or  any  other  adjustment  required  by  this  Section.
Notwithstanding  the foregoing or any other  provision of this  Agreement to the
contrary,  ATS shall be solely responsible for the payment of, and shall defend,
indemnify and hold harmless Meridian,  its officers,  directors and shareholders
from, any and all supplemental or additional real property or personal  property
taxes assessed on or in connection with the Meridian Assets or any part thereof,
which arise from the  transactions  contemplated  by this  Agreement,  except as
otherwise  provided in Section  9.3 with  respect to  California  or other sales
and/or use taxes,  and  documentary  or  governmental  transfer  or stamp  taxes
arising  from the  purchase  and sale of the  Meridian  Assets and the  Meridian
Business contemplated hereby.

         Nothing contained in this Section 2.2(c) is intended or shall be deemed
to amend or modify the indemnification provisions of Article 8 nor to reallocate
responsibility for the matters set forth therein.

         2.3  Closing;  Purchase  Price.  The closing of the  Transactions  (the
"Closing") shall take place at Levinson, Miller, Jacobs & Phillips, 1875 Century
Park East, Los Angeles, California 90067, at 10:00 a.m., local time, on the date
on or prior to June 30,  1997 which is five (5)  business  days after all of the
conditions specified in Article 6 (other than those which are to be satisfied at
the Closing) have been satisfied or waived in writing or such other date,  prior
to the Termination  Date, as the parties may agree (the "Closing Date").  At the
Closing,  each of the parties  shall  deliver  such bills of sale,  assignments,
assumptions of liabilities and other  instruments and documents as are described
in this Agreement or as may be otherwise reasonably requested by the parties and
their  respective  counsel.  The purchase price for the Meridian  Assets and the
Meridian Business (the

                                       -5-


<PAGE>



"Purchase Price") shall be an amount equal to $21,559,456,  plus an amount equal
to the Construction Adjustment. The term "Construction Adjustment" shall mean an
amount equal to the aggregate  amount  actually paid by Meridian  after June 13,
1996 and prior to the  Closing  Date  with  respect  to the  costs and  expenses
incurred  in  the  acquisition  and   construction  of  those  certain  projects
(collectively,  the "New  Sites") (a)  described  in Section 2.3 of the Meridian
Disclosure  Schedule or (b) acquired  after the date of this  Agreement with the
prior written consent of ATS, which consent shall not be unreasonably  withheld,
other than, in all cases,  those costs and expenses which are unreasonable or to
which ATS shall have objected in writing prior to their incurrence or commitment
by Meridian. The Purchase Price shall be payable by wire transfer of immediately
available  funds (a) to the  Indemnity  Escrow  Agent  (or as it may  designate)
pursuant to the  provisions of the Indemnity  Escrow  Agreement in the amount of
$2,155,946  minus an amount  equal to the amount,  if any,  expended by Meridian
subsequent  to the date of this  Agreement  pursuant  to a mutually  agreed upon
designation  of Meridian and ATS  entitled an  "Indemnity  Escrow Fund  Reducing
Expense" to remedy any misrepresentation,  breach of warranty or other breach or
defect (the "Indemnity  Escrow Fund") and (b) to Meridian for the balance of the
purchase  price  to  such  account  as is  designated  by  Meridian  in  written
instructions  to ATS delivered not later than two (2) business days prior to the
Closing.

         The parties hereto have heretofore  agreed upon an allocation  schedule
(the "Tax  Allocation  Schedule")  pursuant to which the Purchase Price shall be
allocated among the Meridian  Assets.  Each of Meridian and ATS shall report the
purchase and sale of the Meridian Assets and the Meridian Business and the other
Transactions  in accordance  with the Tax  Allocation  Schedule (as adjusted for
Events  between  the date  hereof  and the  Closing  Date) for  purposes  of all
federal,  state and local Tax Returns and shall not take,  and shall cause their
respective Affiliates, representatives,  successors and assigns not to take, any
position on any federal, state or local Tax Return or report,  inconsistent with
such reporting position.  Each of Meridian and ATS shall promptly give the other
notice of any  disallowance  of or  challenge  to such  reporting  by any Taxing
Authority.  Notwithstanding the provisions of this Section,  the parties to this
Agreement  will  rely  solely  on their  own  advisors  in  determining  the tax
consequences of the  transactions  contemplated by this Agreement and each party
is not relying,  and will not rely, on any  representations or assurances of any
other  party  regarding  such  consequences  other  than  the   representations,
warranties,  covenants and  agreements set forth in writing in this Agreement or
furnished pursuant to the provisions hereof.

         2.4 Accounts Receivable. At the closing, Meridian shall appoint ATS its
agent for the purpose of  collecting  all  Accounts  Receivable  relating to the
Meridian  Business.  Meridian  shall deliver to ATS on or as soon as practicable
after the  Closing  Date a complete  and  detailed  statement  showing the name,
amount and age of each Accounts Receivable of the Meridian Business.  Subject to
and  limited by the  following,  revenues  relating to the  Accounts  Receivable
relating to the Meridian Business will be for the account of Meridian. ATS shall
use its  reasonable  business  efforts to collect the Accounts  Receivable  with
respect  to the  Meridian  Business  for a period of ninety  (90) days after the
Closing Date (the "Collection  Period").  Any payment received by ATS during the
Collection  Period  from any  customer  with an  account  which  is an  Accounts
Receivable  with  respect to the  Meridian  Business  shall  first be applied in
reduction of the Accounts  Receivable,  unless the customer  contests in writing
the  validity  of such  application.  During the  Collection  Period,  ATS shall
furnish Meridian with a list of, and pay over to Meridian, the amounts collected
with respect to the Accounts Receivable with respect to the Meridian Business on
a bi-weekly basis and forward

                                       -6-


<PAGE>



to Meridian,  promptly  upon receipt or delivery,  as the case may be, copies of
all correspondence  relating to Accounts Receivable.  ATS shall provide Meridian
with a final  accounting on or before the fifteenth (15th) day following the end
of the  Collection  Period.  Upon the request of either  party at and after such
time,  the  parties  shall  meet to  mutually  and in  good  faith  analyze  any
uncollected  Accounts  Receivable to determine if the same, in their  reasonable
business  judgment,  are deemed to be  collectable  and if ATS desires to retain
such Accounts Receivable. As to each such Accounts Receivable, the parties shall
negotiate a good faith value of such Accounts Receivable, which ATS shall pay to
Meridian  if ATS,  in its sole  discretion,  chooses  to  retain  such  Accounts
Receivable.  Meridian  shall  retain  the right to collect  any of its  Accounts
Receivable  as to which the parties are unable to reach  agreement  as to a good
faith  value,  and ATS agrees to turn over to  Meridian  any  payments  received
against any such  Accounts  Receivable.  ATS shall not be  obligated  to use any
extraordinary  efforts to collect any of the Accounts  Receivable assigned to it
for  collection  hereunder  or to refer  any of such  Accounts  Receivable  to a
collection agency or to any attorney for collection,  and ATS shall not make any
such  referral  or  compromise,  nor  settle  or adjust  the  amount of any such
Accounts Receivable,  except with the approval of Meridian.  ATS shall not incur
any  liability to Meridian  for any  uncollected  account  unless ATS shall have
engaged in willful  misconduct  or gross  negligence in the  performance  of its
obligations set forth in this Section.  During and after the Collection  Period,
without  specific  agreement with ATS to the contrary,  neither Meridian nor its
agents  shall  make any  direct  solicitation  of the  Accounts  Receivable  for
collection  purposes,  except for Accounts Receivable retained by Meridian after
the Collection  Period.  The provisions of this Section shall not apply to those
certain Accounts  Receivable set forth in Section 2.4 of the Meridian Disclosure
Schedule  or to any  other  Accounts  Receivable  which  Meridian,  in its  sole
business judgment,  determines will require extraordinary  collection efforts or
referrals to a collection agency or attorney for collection  (collectively,  the
"Retained Accounts  Receivable"),  provided the Retained Accounts Receivable are
set forth in a written  notice  delivered  to ATS by Meridian on or prior to the
Closing Date. As to all Retained Accounts Receivable,  Meridian shall retain the
sole and exclusive  right to collect same as Meridian in its sole discretion may
determine.


                                    ARTICLE 3

                   REPRESENTATIONS AND WARRANTIES OF MERIDIAN

         Meridian hereby represents, warrants and covenants to, and agrees with,
ATS as follows:

         3.1  Organization  and  Business;   Power  and  Authority;   Effect  of
Transaction.

         (a) Meridian is a corporation  duly organized,  validly existing and in
good  standing  under  the laws of its  jurisdiction  of  organization,  has all
requisite  power and authority  (corporate and other) to own or hold under lease
its properties and to conduct its business as now conducted.

         (b) Meridian has all requisite  corporate power and corporate authority
and has in full force and effect all  Governmental  Authorizations  (which,  for
purposes of this Section 3.1(b),  relate only to the sale of the Meridian Assets
and  Meridian  Business  generally  and  not  to  "site-specific"   Governmental
Authorizations   or  those  required  by  local   Applicable  Law)  and  Private
Authorizations,  except  for those set forth in Section  3.1(b) of the  Meridian
Disclosure Schedule or

                                       -7-


<PAGE>



those the failure of which to obtain do not and will not have,  individually  or
in the aggregate,  any Material Adverse Effect on ATS, necessary to enable it to
execute and deliver,  and to perform its obligations  under,  this Agreement and
each  Collateral  Document  executed  or  required to be executed by it pursuant
hereto or thereto or to consummate the Transactions; and the execution, delivery
and  performance  of this  Agreement and each  Collateral  Document  executed or
required  to be  executed  by it  pursuant  hereto  or  thereto  have  been duly
authorized  by all  requisite  corporate  action on the part of  Meridian.  This
Agreement has been duly executed and delivered by Meridian and constitutes,  and
each  Collateral  Document  executed  or  required to be executed by it pursuant
hereto or thereto or to consummate the Transactions  when executed and delivered
by Meridian will constitute,  legal, valid and binding  obligations of Meridian,
enforceable  in  accordance  with  their  respective   terms,   except  as  such
enforceability may be limited by bankruptcy,  moratorium, insolvency and similar
laws  affecting the rights and remedies of creditors and  obligations of debtors
generally and by general principles of equity.

         (c) Except as set forth in Section  3.1(c) of the  Meridian  Disclosure
Schedule,  and except for matters which would have no Material Adverse Effect on
ATS,  neither the  execution  and delivery by Meridian of this  Agreement or any
Collateral Document executed or required to be executed by it pursuant hereto or
thereto,  nor the consummation by Meridian of the  Transactions,  nor compliance
with the terms, conditions and provisions hereof or thereof by Meridian:

                  (i) will conflict with, or result in a breach or violation of,
         or constitute a default under,  any Organic Document of Meridian or any
         Applicable Law (which, for purposes of this Section 3.1(c)(i),  relates
         only to the  sale of the  Meridian  Assets  and the  Meridian  Business
         generally and not to local Applicable Law) on the part of Meridian,  or
         will  conflict  with,  or  result  in a  breach  or  violation  of,  or
         constitute  a  default  under,  or  permit  the   acceleration  of  any
         obligation  or liability  in, or but for any  requirement  of giving of
         notice or  passage  of time or both  would  constitute  such a conflict
         with,  breach or  violation  of, or default  under,  or permit any such
         acceleration  in, any  Contractual  Obligation of Meridian,  other than
         those constituting Meridian Nonassumed Obligations; or

                  (ii) will require  Meridian to make or obtain any Governmental
         Authorization   or  Filings  (which,   for  purposes  of  this  Section
         3.1(c)(ii),  relates  only to the sale of the  Meridian  Assets and the
         Meridian Business generally and not to  "site-specific"  authorizations
         or those  required by local  Applicable  Law) or Private  Authorization
         including  without  limitation  under the FCA, except for filings under
         the Hart-Scott-Rodino Act.

         (d)  Meridian  does not have any  Subsidiaries,  except as set forth in
Section 3.1(d) of the Meridian Disclosure Schedule.

         3.2 Financial and Other Information.  Meridian has heretofore furnished
to ATS copies of the  financial  statements of the Meridian  Business  listed in
Section  3.2  of the  Meridian  Disclosure  Schedule  (the  "Meridian  Financial
Statements").  The  Meridian  Financial  Statements,  including in each case the
notes  thereto,  have been prepared in  accordance  with  Applicable  Principles
applied on a consistent basis throughout the periods covered thereby,  except as
otherwise  noted  therein  or as set  forth  in  Section  3.2  of  the  Meridian
Disclosure  Schedule,  are true, accurate and complete in all Material respects,
do not  contain  any  untrue  statement  of a  material  fact or omit to state a
material

                                       -8-


<PAGE>



fact  required by  Applicable  Principles  to be stated  therein or necessary in
order to make the  statements  contained  therein  not  misleading,  and  fairly
present in all  material  respects  the  financial  position  and the results of
operations  of the Meridian  Business,  on the bases therein  stated,  as of the
respective  dates  thereof,  and  for the  respective  periods  covered  thereby
subject, in the case of unaudited financial statements, to normal year-end audit
adjustments and accruals.

         3.3 Changes in Condition. Since November 30, 1996, except to the extent
specifically  described in Section 3.3 of the Meridian  Disclosure  Schedule and
except for the effect,  if any, of the New Sites,  there has been, to Meridian's
knowledge, no Material Adverse Change in Meridian. There is no Event (other than
Events which generally  affect the economy or any  identifiable  segment thereof
including without  limitation the industries in which Meridian does business and
in which it competes) known to Meridian which Materially  Adversely Affects,  or
(so  far as  Meridian  can now  reasonably  foresee)  is  likely  to  Materially
Adversely  Affect,  Meridian,  except to the extent  specifically  described  in
Section 3.3 of the Meridian  Disclosure  Schedule and except for the effect,  if
any, of the New Sites.

         3.4 Materiality.  The  representations and warranties set forth in this
Article would in the aggregate be true and correct even without the  materiality
exceptions or materiality  qualifications  contained therein or set forth in the
Meridian  Disclosure  Schedule,  except for such  exceptions and  qualifications
(other than those set forth in the Meridian  Disclosure  Schedule) which, in the
aggregate for all such  representations  and  warranties,  are not and could not
reasonably be expected to be Materially Adverse to Meridian.

         3.5      Title to Properties; Leases.

         (a) Section 3.5(a) of the Meridian Disclosure Schedule contains a true,
accurate and complete list of all real property owned or leased by Meridian that
is part of the  Meridian  Assets.  Subject  to any  exceptions  set  forth  with
reasonable  specificity on Section 3.5(a) of the Meridian  Disclosure  Schedule,
Meridian  has  good  and  marketable  title to all  real  property  (other  than
leasehold  Real Property and Insured Real  Property)  and good and  merchantable
title to all other assets (other than real  property),  tangible and intangible,
constituting a part of the Meridian  Assets,  in each case free and clear of all
Liens, except (i) Permitted Liens, (ii) Liens set forth on Section 3.5(a) of the
Meridian  Disclosure  Schedule and (iii) Approved Title  Conditions.  Except for
financing  statements  evidencing Liens referred to in the preceding sentence (a
true,  accurate  and  complete  list and  description  of which is set  forth in
Section 3.5(a) of the Meridian  Disclosure  Schedule),  no financing  statements
under the Uniform  Commercial  Code and no other filing which names  Meridian as
debtor or which  covers or  purports to cover any of the  Meridian  Assets is on
file in any state or other  jurisdiction,  and Meridian has not signed or agreed
to sign any such financing statement or filing or any agreement  authorizing any
secured party thereunder to file any such financing statement or filing.  Except
as otherwise set forth in Schedule 3.5(a) of the Meridian  Disclosure  Schedule,
each Lease or other occupancy or other agreement under which Meridian holds real
or personal  property  constituting a part of the Meridian  Assets has been duly
authorized,  executed and delivered by Meridian  and, to  Meridian's  knowledge,
each of the other parties thereto,  and is a legal, valid and binding obligation
of Meridian,  and, to Meridian's  knowledge,  each of the other parties thereto,
enforceable in accordance with its terms,  except as such  enforceability may be
limited by  bankruptcy,  moratorium,  insolvency  and similar laws affecting the
rights and remedies

                                       -9-


<PAGE>



of creditors and obligations of debtors  generally and by general  principles of
equity.  Except  as  otherwise  set  forth in  Section  3.5(a)  of the  Meridian
Disclosure Schedule,  Meridian has, to Meridian's  knowledge,  a valid leasehold
interest in and enjoys  peaceful  and  undisturbed  possession  under all Leases
pursuant to which it holds any such real property or tangible personal property.
Except as  otherwise  set forth in  Section  3.5(a) of the  Meridian  Disclosure
Schedule, all of such Leases are, to Meridian's knowledge,  valid and subsisting
and in full force and effect; neither Meridian nor, to Meridian's knowledge, any
other party thereto,  is in Material default in the  performance,  observance or
fulfillment  of any  obligation,  covenant or  condition  contained  in any such
Lease.

         Except  as  disclosed  in  Section  3.5(a) of the  Meridian  Disclosure
Schedule,  to Meridian's current actual knowledge,  all improvements on the real
property owned or leased by Meridian are in compliance  with  applicable  zoning
and land use laws,  ordinances  and  regulations  in all  respects  necessary to
conduct the  operations  as  presently  conducted,  except for any  instances of
non-compliance  which  do not and  will  not in the  aggregate  have a  Material
Adverse  Effect  on the  owner  or  lessee,  as the case  may be,  of such  real
property.  Except as  disclosed  in Section  3.5(a) of the  Meridian  Disclosure
Statement, all such improvements, to Meridian's current actual knowledge, comply
in all Material  aspects with all Applicable Laws,  Governmental  Authorizations
and  Private  Authorizations.  Except  as  disclosed  in  Section  3.5(a) of the
Meridian Disclosure  Statement,  to Meridian's current actual knowledge,  all of
the transmitting towers, ground radials, guy anchors, transmitting buildings and
related  improvements  located on the real property  owned or leased by Meridian
are located  entirely on such real  property.  Meridian  has no knowledge of any
pending,  threatened  or  contemplated  action  to take  by  eminent  domain  or
otherwise to condemn any part of any real property  owned or leased by Meridian.
The  representations  and warranties set forth in this paragraph shall not apply
to the New Sites.

         (b) Section 3.5(b) of the Meridian Disclosure Schedule contains a true,
accurate and complete  description  of all Leases under which any real  property
used in the Meridian  Business is leased.  None of the fixed assets or equipment
comprising  a part of the Meridian  Assets is subject to contracts of sale,  and
none is held by  Meridian as lessee or as  conditional  sales  vendee  under any
Lease or conditional  sales contract and none is subject to any title  retention
agreement,  except as set forth in  Section  3.5(b) of the  Meridian  Disclosure
Schedule.  Except for the New  Sites,  such real  property  (other  than  land),
fixtures, fixed assets and other material items of personal property,  including
equipment,  have, between November 30, 1996 and the date of this Agreement, been
maintained in all Material respects in a manner consistent with past practice.

         (c) Except as set forth in Section  3.5(c) of the  Meridian  Disclosure
Schedule,  since January 1, 1993,  Meridian has not received any written  notice
that any such real property owned or leased by Meridian and reflected in Section
3.5(b) of the  Meridian  Disclosure  Schedule or the use  thereof,  violates any
applicable  title  covenant,  condition,   restriction  or  reservation  or  any
applicable zoning, wetlands, land use or other Applicable Law.

         3.6 Compliance with Private Authorizations. Section 3.6 of the Meridian
Disclosure   Schedule  sets  forth  a  true,  accurate  and  complete  list  and
description of each Private  Authorization (other than those with respect to the
New Sites) which individually is Material to the Meridian Assets or the Meridian
Business, all of which are, to Meridian's current actual knowledge, in full

                                      -10-


<PAGE>



force and effect.  To  Meridian's  knowledge,  Meridian has obtained all Private
Authorizations  (other than those with respect to the New Sites) with respect to
the ownership or operation of the Meridian Assets or the conduct of the Meridian
Business as currently  conducted  which, if not obtained and maintained,  could,
individually or in the aggregate, Materially Adversely Affect Meridian. Meridian
is not in breach or violation of, or in default in the  performance,  observance
or fulfillment  of, any such Private  Authorization,  and no Event exists or has
occurred,  which constitutes,  or but for any requirement of giving of notice or
passage of time or both would constitute,  such a breach,  violation or default,
under any such  Private  Authorization,  except for such  defaults,  breaches or
violations  as do not and will not have in the  aggregate  any Material  Adverse
Effect on Meridian.  No such Private Authorization is the subject of any pending
or, to Meridian's knowledge, threatened attack, revocation or termination.

         3.7 Compliance with Governmental Authorizations and Applicable Law.

         (a)  Section  3.7(a) of the  Meridian  Disclosure  Schedule  contains a
description of:

                  (i) all Legal Actions pending or, to Meridian's knowledge,  at
         any time since  January 1, 1993 was pending or is currently  threatened
         against  Meridian  with  respect to the  operation  or ownership of the
         Meridian Assets or conduct of the Meridian Business;

                  (ii) all Legal Actions  pending or, to  Meridian's  knowledge,
         threatened  with respect to the  operation or ownership of the Meridian
         Assets or the conduct of the Meridian  Business which,  individually or
         in the aggregate,  are reasonably likely to result in the revocation or
         termination of any Governmental  Authorization or the imposition of any
         restriction of such a nature as would Adversely Affect the ownership or
         operations  of  the  Meridian  Business;  in  particular,  but  without
         limiting the  generality of the foregoing,  there are no  applications,
         complaints  or Legal  Actions  pending  or,  to  Meridian's  knowledge,
         threatened  before or by any Authority (x) relating to the ownership or
         operation  of the  Meridian  Assets  or  the  conduct  of the  Meridian
         Business,  (y) involving charges of illegal  discrimination by Meridian
         under  any  federal  or  state   employment   Laws,  or  (z)  involving
         Environmental Laws or zoning laws; and

                  (iii)   to   Meridian's   current   actual   knowledge,   each
         Governmental  Authorization  required  by a  conditional  use permit or
         special use permit that is necessary to permit  Meridian to execute and
         deliver this Agreement and to perform its obligations hereunder.

         (b) To Meridian's  current actual knowledge,  Meridian has obtained all
Governmental Authorizations which constitutes conditional use permits or special
use permits  (other than those with respect to the New Sites) (a true,  complete
and accurate,  in all material  respects,  list of which is set forth in Section
3.7(b) of the Meridian  Disclosure  Schedule or  referenced  in the documents or
agreements  so listed) which are necessary for the ownership or operation of the
Meridian  Assets or the conduct of the Meridian  Business as now  conducted  and
which, if not obtained and maintained,  would, individually or in the aggregate,
have  any  Material  Adverse  Effect  on  Meridian.  None of  such  Governmental
Authorizations  is, to  Meridian's  current  actual  knowledge,  subject  to any
restriction or condition which would limit in any Material respect the ownership
or operations of the Meridian Assets or the conduct of the Meridian  Business as
currently conducted, except for

                                      -11-


<PAGE>



restrictions  and  conditions  that are  either  (i) set forth in the  documents
evidencing  such  Governmental  Authorization  or (ii)  generally  applicable to
Governmental   Authorizations  of  such  type.  To  Meridian's   current  actual
knowledge: (x) such Governmental  Authorizations are valid and in good standing,
are in full force and effect and are not impaired in any Material respect by any
act or omission of Meridian or its officers, directors, employees or agents; and
(y) the  ownership or  operation  of the  Meridian  Assets or the conduct of the
Meridian   Business  are  in  accordance  in  all  Material  respects  with  the
Governmental  Authorizations.   To  Meridian's  current  actual  knowledge,  all
Material reports, forms and statements required to be filed by Meridian with all
Authorities  with respect to the Meridian  Business  (other than with respect to
the New  Sites)  have been  filed and are true,  complete  and  accurate  in all
Material  respects.  No such  Governmental  Authorization  is the subject of any
pending or, to  Meridian's  knowledge,  threatened  challenge or  proceeding  to
revoke or terminate any such Governmental  Authorization.  To Meridian's current
actual knowledge, no such Governmental Authorization would not be renewed in the
name of Meridian by the granting Authority in the ordinary course, except as set
forth in Section  3.7(b) of the  Meridian  Disclosure  Schedule  or except  with
respect to the New Sites.

         (c) Neither Meridian nor any director or officer thereof (in connection
with ownership,  operation or operation of the Meridian Assets or the conduct of
the  Meridian  Business)  is in or is  charged  by any  Authority  with  or,  to
Meridian's knowledge,  at any time since January 1, 1993 has been in or has been
charged by any Authority  with,  or, to Meridian's  knowledge,  is threatened or
under investigation by any Authority with respect to, breach or violation of, or
default in the  performance,  observance  or  fulfillment  of, any  Governmental
Authorization  or any  Applicable Law relating to the ownership and operation of
the Meridian Assets or the conduct of the Meridian Business,  and, to Meridian's
current actual knowledge, no Event exists or has occurred, which constitutes, or
but for any  requirement  of giving of notice or  passage  of time or both would
constitute, such a breach, violation or default, under

                  (x) any  Governmental  Authorization  or any  Applicable  Law,
         except for such breaches, violations or defaults as do not and will not
         have, individually or in the aggregate,  any Material Adverse Effect on
         Meridian, or

                  (y)  any  Material   requirement  of  any  insurance  carrier,
         applicable to the ownership or operations of the Meridian Assets or the
         conduct of the Meridian Business;

except as otherwise  specifically  described  in Section  3.7(c) of the Meridian
Disclosure Schedule. or except with respect to the New Sites.

         (d) With respect to matters, if any, of a nature referred to in Section
3.7(a),  3.7(b)  or  3.7(c)  of the  Meridian  Disclosure  Schedule,  except  as
otherwise  specifically  described in Section 3.7(d) of the Meridian  Disclosure
Schedule,  all such information and matters set forth in the Meridian Disclosure
Schedule, if adversely determined against Meridian, will not, individually or in
the  aggregate,  in the  reasonable  business  judgment of Meridian,  Materially
Adversely Affect Meridian.

         3.8 Intangible Assets.  Section 3.8 of the Meridian Disclosure Schedule
sets forth a true,  accurate and complete  description of all Intangible  Assets
(other than Governmental Authorizations)

                                      -12-


<PAGE>



relating to the ownership and operation of the Meridian Assets or the conduct of
the Meridian Business held or used by Meridian, including without limitation the
nature of Meridian's interest in each and the extent to which the same have been
duly  registered  in the offices as  indicated  therein.  Except as set forth in
Section 3.8 of the Meridian Disclosure  Schedule,  to Meridian's  knowledge,  no
Intangible Assets (except Governmental Authorizations and Private Authorizations
and the  Intangible  Assets so set  forth) are  required  for the  ownership  or
operation  of the  Meridian  Assets  or the  conduct  of the  Meridian  Business
substantially  as  currently  owned,  operated  and  conducted or proposed to be
owned,  operated and  conducted on or prior to the Closing  Date.  To Meridian's
knowledge,  Meridian does not  wrongfully  infringe  upon or unlawfully  use any
Intangible Assets owned or claimed by another, and Meridian has not received any
notice of any claim or infringement relating to any such Intangible Asset.

         3.9  Related  Transactions.  Meridian  is not a party or subject to any
Contractual  Obligation  relating to the  ownership or operation of the Meridian
Assets or the conduct of the Meridian  Business  between Meridian and any of its
officers, directors,  shareholders,  employees or, to the knowledge of Meridian,
any  Affiliate of any thereof,  including  without  limitation  any  Contractual
Obligation  providing  for the  furnishing  of services to or by,  providing for
rental of property,  real,  personal or mixed,  to or from, or providing for the
lending or borrowing of money to or from or otherwise  requiring  payments to or
from,  any  such  Person,  other  than (i)  Employment  Arrangements  listed  or
described in Section 3.15 of the Meridian Disclosure Schedule,  (ii) Contractual
Obligations between Meridian and any of its directors,  shareholders,  officers,
employees or Affiliates of Meridian or any of the  foregoing,  which  constitute
Excluded Assets or Meridian Nonassumed Obligations, or (iii) as specifically set
forth in Section 3.9 of the Meridian Disclosure Schedule.

         3.10 Insurance. Meridian maintains, with respect to the Meridian Assets
and the Meridian Business,  policies of fire and extended coverage and casualty,
liability  and other forms of  insurance  in such amounts and against such risks
and losses as are set forth in Section 3.10 of the Meridian Disclosure Schedule.

         3.11     Tax Matters.

         (a) Except as set forth in Section  3.11(a) of the Meridian  Disclosure
Schedule,  Meridian has in  accordance  with all  Applicable  Laws filed all Tax
Returns which are required to be filed,  except with respect to failures to file
which in the aggregate would not have a Material Adverse Effect on Meridian and,
to Meridian's  knowledge,  has paid, or made adequate  provision for the payment
of, all Taxes  which have or may become  due and  payable  pursuant  to said Tax
Returns  and all other  governmental  charges and  assessments  received to date
other  than  those  Taxes  being  contested  in good  faith for  which  adequate
provision  has been  made on the  most  recent  balance  sheet  forming  part of
Meridian Financial  Statements.  The Tax Returns of Meridian have, to Meridian's
knowledge,  been  prepared  in all  Material  respects  in  accordance  with all
Applicable  Laws  and  generally  accepted  principles  applicable  to  taxation
consistently  applied.  All Taxes which  Meridian is required by law to withhold
and collect have, to Meridian's knowledge, been duly withheld and collected, and
have been paid over, in a timely manner, to the proper Authorities to the extent
due and payable.  Meridian  has not executed any waiver to extend,  or otherwise
taken or failed to take any action that would have the effect of extending,  the
applicable statute of limitations in respect

                                      -13-


<PAGE>



of any Tax  liabilities  of Meridian for the fiscal years prior to and including
the most  recent  fiscal  year.  Except as set forth in  Section  3.11(a) of the
Meridian Disclosure Schedule,  adequate provision has, to Meridian's  knowledge,
been made on the most recent  balance sheet  forming part of Meridian  Financial
Statements  for all Taxes accrued  through the date of such balance sheet of any
kind,  including interest and penalties in respect thereof,  whether disputed or
not,  and  whether  past,  current or  deferred,  accrued or  unaccrued,  fixed,
contingent,  absolute or other, and there are, to Meridian's knowledge,  no past
transactions  or matters  which could result in  additional  Taxes of a Material
nature to Meridian for which an adequate  reserve has not been  provided on such
balance sheet. Meridian is not a "consenting  corporation" within the meaning of
Section 341(f) of the Code.  Meridian has since January 1, 1989 (i) at all times
been taxable as a Subchapter S corporation under the Code, and (ii) never been a
member of any consolidated group for Tax purposes, except as otherwise set forth
in Section 3.11(a) of the Meridian Disclosure Schedule.

         (b) The information shown on the federal income Tax Returns of Meridian
for each of the most recent five tax years  (true and  complete  copies of which
have been  furnished  by Meridian to ATS to the extent  requested  in writing by
ATS) is, to Meridian's  knowledge,  true,  accurate and complete in all Material
respects  and fairly and  accurately  reflects the  information  purported to be
shown.  Federal and state income Tax Returns of Meridian  have not been examined
by the IRS or applicable state Authority,  and Meridian has not been notified of
any  proposed  examination,  except as shown in Section  3.11(b) of the Meridian
Disclosure Schedule.

         (c)  Meridian  is  not  a  party  to  any  tax  sharing   agreement  or
arrangement.

         3.12     Employee Retirement Income Security Act of 1974.

         (a)  Meridian  (which for purposes of this  Section  shall  include any
ERISA  Affiliate)  has  not  been  and  has  not  made  at any  time  since  its
organization  any  contribution  to any Plans and has not  sponsored any Plan or
Benefit  Arrangement  except as set forth in  Section  3.12(a)  of the  Meridian
Disclosure Schedule.  As to all Plans and Benefit Arrangements listed in Section
3.12(a) of the Meridian Disclosure Schedule:

                  (i) all such Plans and  Benefit  Arrangements  comply and have
         been  administered in form and in operation with all Applicable Laws in
         all  Material  respects,  and Meridian has not received any notice from
         any Authority questioning or challenging such compliance;

                  (ii) all such Plans  maintained  or  previously  maintained by
         Meridian  that are or were intended to comply with Sections 401 and 501
         of the Code  comply  and  complied  in form and in  operation  with all
         applicable  requirements  of such  sections,  and no event has occurred
         which  will or could  give  rise to  disqualification  of any such Plan
         under such sections or to a tax under Section 511 of the Code;

                  (iii)  none of the  assets  of any such Plan are  invested  in
         employer securities or employer real property;


                                      -14-


<PAGE>



                  (iv)  there  have  been  no  "prohibited   transactions"   (as
         described  in Section  406 of ERISA or  Section  4975 of the Code) with
         respect to any such Plan and Meridian has not otherwise  engaged in any
         prohibited transaction;

                  (v) there have been no acts or  omissions  by  Meridian  which
         have given rise to or may give rise to any material  fines,  penalties,
         taxes or related charges under Sections 502(c), 502(i) or 4071 or ERISA
         or Chapter 43 of the Code for which Meridian may be liable;

                  (vi)  there are no  Claims  (other  than  routine  claims  for
         benefits  or  actions  seeking  qualified  domestic  relations  orders)
         pending or threatened involving such Plans or the assets of such Plans,
         and, to Meridian's  knowledge,  no facts exist which could give rise to
         any such Claims  (other  than  routine  claims for  benefits or actions
         seeking qualified domestic relations orders);

                  (vii) no such Plan is  subject  to Title IV of  ERISA,  or, if
         subject,  there  have been no  "reportable  events"  (as  described  in
         Section 4043 of ERISA),  and no steps have been taken to terminate  any
         such Plan;

                  (viii) all group health Plans of Meridian  have been  operated
         in  compliance  in all  Material  respects  with the group  health plan
         continuation coverage requirements of COBRA;

                  (ix) actuarially  adequate  accruals for all obligations under
         the Plans are  reflected in the most recent  balance sheet forming part
         of the Meridian Financial Statements and such obligations include a pro
         rata amount of the  contributions  which would otherwise have been made
         in accordance  with past practices for the Plan years which include the
         Closing Date;

                  (x)  neither  Meridian  nor any of its  respective  directors,
         officers,  employees or any other fiduciary has committed any breach of
         fiduciary responsibility imposed by ERISA or any similar Applicable Law
         that  would  subject  Meridian  or  any of  its  respective  directors,
         officers or employees to Material  liability under ERISA or any similar
         Applicable Law;

                  (xi) no such Plan which is subject to Part 3 of  Subtitle B of
         Title I of ERISA or Section 412 of the Code had an accumulated  funding
         deficiency  (as  defined in Section 302 of ERISA and Section 412 of the
         Code),  whether or not  waived,  as of the last day of the most  recent
         fiscal  year of such Plan to which  Part 3 of  Subtitle B of Title I of
         ERISA  or  Section  412 of the  Code  applied,  nor  would  have had an
         accumulated funding deficiency on such date if such year were the first
         year of such Plan to which Part 3 of  Subtitle B of Title I of ERISA or
         Section 412 of the Code applied;

                  (xii)  no  Material  liability  to the  PBGC  has  been  or is
         expected by Meridian  to be  incurred by Meridian  with  respect to any
         Plan,  and  there  has been no  event or  condition  which  presents  a
         material risk of termination of any Plan by the PBGC;

                  (xiii)  Meridian  is not and  never  has  been a party  to any
         Multiemployer Plan or made contributions to any such Plan;


                                      -15-


<PAGE>



                  (xiv)  except  as set  forth in  Section  3.12(a)(xiv)  of the
         Meridian  Disclosure  Schedule  (which  entry,  if  applicable,   shall
         indicate the present value of accumulated plan  liabilities  calculated
         in a manner  consistent with FAS 106 and actual annual expense for such
         benefits  for each of the  last  two (2)  years)  and  pursuant  to the
         provisions of COBRA,  Meridian does not maintain any Plan that provides
         benefits  described in Section 3(1) of ERISA,  except as the provisions
         of COBRA may apply,  to any former  employees  or retirees of Meridian;
         and

                  (xv) Meridian has made available to ATS a copy of the two most
         recently filed Federal Form 5500 series and  accountant's  opinion,  if
         applicable,  for each Plan (and the two most recent actuarial valuation
         reports for each Plan,  if any,  that is subject to Title IV of ERISA),
         and all  information  provided by Meridian to any actuary in connection
         with the preparation of any such actuarial  valuation  report was true,
         accurate and complete in all material respects.

         (b)  The  execution,  delivery  and  performance  by  Meridian  of this
Agreement  and the  Collateral  Documents  executed  or  required to be executed
pursuant hereto and thereto will not involve any prohibited  transaction  within
the meaning of ERISA or Section 4975 of the Code.

         3.13 Absence of Sensitive Payments. Neither Meridian nor, to Meridian's
knowledge,  any  of  its  officers,   directors,   employees,  agents  or  other
representatives,  has  with  respect  to the  Meridian  Assets  or the  Meridian
Business (a) made any contributions, payments or gifts to or for the private use
of any governmental official,  employee or agent where either the payment or the
purpose of such  contribution,  payment or gift is illegal under the laws of the
United States or the jurisdiction in which made or (b) established or maintained
any  unrecorded  fund or asset for any  purpose or made any false or  artificial
entries on its books.

         3.14 Inapplicability of Specified Statutes.  Meridian is not a "holding
company", or a "subsidiary company" or an "affiliate" of a "holding company", as
such terms are defined in the Public  Utility  Holding  Company Act of 1935,  as
amended,  or an "investment  company" or a company  "controlled" by or acting on
behalf of an "investment  company",  as defined in the Investment Company Act of
1940, as amended, or a "carrier" or a person which is in control of a "carrier",
as defined in section 11301 of Title 49, U.S.C.

         3.15 Employment  Arrangements.  Section 3.15 of the Meridian Disclosure
Schedule contains a true,  accurate and complete list of all Meridian  employees
involved in the ownership or operation of the Meridian  Assets or the conduct of
the  Meridian  Business  (the  "Meridian  Employees"),  together  with each such
employee's  title or the  capacity in which he or she is employed  and the basis
for each such employee's compensation.  Meridian has no obligation or liability,
contingent  or  other,  under  any  Employment  Arrangement  with  any  Meridian
Employee,  other than those  listed or described in Section 3.15 of the Meridian
Disclosure  Schedule.  Except  as  described  in  Section  3.15 of the  Meridian
Disclosure  Schedule,  (i)  none  of the  Meridian  Employees  is  now,  or,  to
Meridian's knowledge,  since January 1, 1993, has been, represented by any labor
union or other employee collective bargaining organization, and Meridian is not,
and has  never  been,  a party  to any  labor  or  other  collective  bargaining
agreement  with  respect  to any of the  Meridian  Employees,  (ii) there are no
pending  grievances,  disputes  or  controversies  with any  union or any  other
employee or collective bargaining  organization of such employees, or threats of
strikes, work

                                      -16-


<PAGE>



stoppages or slowdowns or any pending  demands for collective  bargaining by any
such union or other  organization,  and (iii)  neither  Meridian nor any of such
employees is now, or, to Meridian's  knowledge,  has since January 1, 1993 been,
subject to or involved in or, to  Meridian's  knowledge,  threatened  with,  any
union  elections,  petitions  therefore or other  organizational  or  recruiting
activities,  in each case with respect to the Meridian  Employees.  Meridian has
performed in all  Material  respects  all  obligations  required to be performed
under all Employment  Arrangements and is not in Material breach or violation of
or in  Material  default  or  arrears  under  any of the  terms,  provisions  or
conditions thereof.

         3.16  Material  Agreements.  Listed  on  Section  3.16 of the  Meridian
Disclosure  Schedule are all Material  Agreements  relating to the  ownership or
operation of the Meridian  Assets or the conduct of the business of the Meridian
Business or to which Meridian is a party or to which it is bound or which any of
the Meridian  Assets is subject.  True,  accurate and complete copies of each of
such  Material  Agreements  have  been made  available  by  Meridian  to ATS and
Meridian has  provided  ATS with  photocopies  of all such  Material  Agreements
requested by ATS (or true, accurate and complete  descriptions thereof have been
set forth in Section 3.16 of the Meridian Disclosure  Schedule,  with respect to
Material  Agreements  comprised  of site  leases  and site  licenses  granted by
Meridian to third  parties  and with  respect to  Material  Agreements  that are
oral).  All  of  such  Material  Agreements  are  valid,   binding  and  legally
enforceable  obligations  of Meridian  and, to Meridian's  knowledge,  all other
parties  thereto,  except as such  enforceability  may be limited by bankruptcy,
moratorium,  insolvency  and similar laws  affecting  the rights and remedies of
creditors and  obligations  of debtors  generally  and by general  principles of
equity. Meridian has duly complied with all of the Material terms and conditions
of each such Material  Agreement  (including  without limitation with respect to
site  user  agreements  which  are  Material  Agreements)  and has  not  done or
performed,  or failed  to do or  perform  (and  there is no  pending  or, to the
knowledge  of Meridian,  Claim  threatened  in writing that  Meridian has not so
complied,  done and  performed  or failed to do and perform) any act which would
invalidate or provide  grounds for the other party thereto to terminate (with or
without notice,  passage of time or both) such Material  Agreement or impair the
rights or  benefits,  or  increase  the  costs,  of  Meridian  under any of such
Material  Agreements in any Material respect,  except to the extent set forth in
Section  3.16 of the  Meridian  Disclosure  Schedule or with  respect to the New
Sites.

         3.17 Ordinary Course of Business.  Meridian,  from November 30, 1996 to
the date hereof,  except (i) as may be described on Section 3.17 of the Meridian
Disclosure Schedule, or (ii) as may be required or expressly contemplated by the
terms of this  Agreement,  with respect to the Meridian  Assets and the Meridian
Business:

                  (a) has operated its business in all Material  respects in the
         normal,  usual and customary  manner in the ordinary and regular course
         of business, consistent with prior practice, except with respect to the
         New Sites;

                  (b) has not sold or  otherwise  disposed of or  contracted  to
         sell or otherwise  dispose of any of its  properties or assets having a
         value in  excess  of  $20,000,  other  than in the  ordinary  course of
         business;


                                      -17-


<PAGE>



                  (c)  except in each case in the  ordinary  course of  business
         (including  without  limitation with respect to site user  agreements),
         consistent with prior practice or with respect to the New Sites:

                           (i) has not  incurred  any  obligation  or  liability
                  (fixed,  contingent or other)  individually  having a value in
                  excess of $20,000;

                           (ii) has not entered into any  individual  commitment
                  having a value in excess of $20,000; and

                           (iii)  has not canceled any Material debts or claims;

                  (d) has not  discharged  or satisfied  any Lien,  other than a
         Permitted Lien, and has not paid any obligation or liability  (absolute
         or contingent)  other than current  liabilities  or  obligations  under
         contracts  then  existing or  thereafter  entered  into in the ordinary
         course of business  (including without limitation site user agreements)
         and  commitments  under Leases  existing on that date or incurred since
         that date in the  ordinary  course of business or repaying or prepaying
         Long-Term  Indebtedness  or the current  portion  thereof,  except with
         respect to the New Sites;

                  (e) has not created or permitted to be created any Lien on any
         of its tangible property other than Permitted Liens;

                  (f) has not made or committed  to make any Material  additions
         to its  property  or any  purchases  of  equipment,  except  (i) in the
         ordinary course of business consistent with past practice or for normal
         maintenance and replacements or (ii) with respect to the New Sites;

                  (g) except as  described  in Section  3.17(h) of the  Meridian
         Disclosure  Schedule,  has not increased the compensation payable or to
         become  payable  to any of the  Meridian  Employees  other  than in the
         ordinary course of business or otherwise  Materially altered,  modified
         or changed the terms of their employment;

                  (h) has not suffered any Material damage,  destruction or loss
         (whether or not covered by insurance) or any  acquisition  or taking of
         property by any Authority;

                  (i) has not waived any rights of Material  value  without fair
         and adequate consideration;

                  (j)      has not experienced any work stoppage;

                  (k)  except  in the  ordinary  course of  business  (including
         without  limitation site user  agreements),  or with respect to the New
         Sites,  has  not  entered  into,   amended  or  terminated  any  Lease,
         Governmental Authorization,  Private Authorization,  Material Agreement
         or Employment Arrangement, or any transaction, agreement or arrangement
         with  any  Affiliate  of  Meridian,   except  for  Meridian  Nonassumed
         Obligations; and


                                      -18-


<PAGE>



                  (l) has not entered  into any other  transaction  or series of
         related transactions which individually or in the aggregate is Material
         to the Meridian Assets or the Meridian  Business except in the ordinary
         course of business or with respect to the New Sites.

         3.18 Material and Adverse  Restrictions.  To Meridian's  current actual
knowledge,  none of the telecommunication  towers owned or operated by Meridian,
during the year ended December 31, 1996,  incurred costs in connection with such
site in excess of revenues or other benefits  attributable to such site,  except
as specifically set forth in Section 3.18 of the Meridian Disclosure Schedule.

         3.19  Broker or Finder.  No Person  assisted  in or  brought  about the
negotiation  of this  Agreement or the  Transactions  in the capacity of broker,
agent or finder or in any similar capacity on behalf of Meridian.

         3.20  Solvency.  As of the  execution  and delivery of this  Agreement,
Meridian  is,  and  immediately   prior  to  and  after  giving  effect  to  the
consummation of the Transactions will be, solvent.

         3.21 Environmental Matters.  Except as set forth in Section 3.21 of the
Meridian  Disclosure  Schedule  and except with  respect to the New Sites,  with
respect to the Meridian Assets, Meridian:

                  (a) to the  knowledge of Meridian,  has not been notified that
         it is  potentially  liable  under,  has not  received  any  request for
         information or other correspondence  concerning its potential liability
         with  respect  to  any  site  or  facility  under,  the   Comprehensive
         Environmental  Response,  Compensation  and  Liability  Act of 1980, as
         amended,  the Resource  Conservation  Recovery Act, as amended,  or any
         similar state law;

                  (b) has not  entered  into or  received  any  consent  decree,
         compliance  order  or  administrative  order  issued  pursuant  to  any
         Environmental Law;

                  (c) is  not a  party  in  interest  or in  default  under  any
         judgment,  order, writ,  injunction or decree of any final order issued
         pursuant to any Environmental Law;

                  (d)  is,  to  the  knowledge  of  Meridian,   in   substantial
         compliance in all Material respects with all  Environmental  Laws, has,
         to Meridian's  knowledge,  obtained all Environmental  Permits required
         under  Environmental  Laws, and is not the subject of or, to Meridian's
         knowledge,  threatened  with any Legal  Action  involving  a demand for
         damages or other potential liability including any Lien with respect to
         Material violations or Material breaches of any Environmental Law; and

                  (e) has no knowledge of any past or present  Event  related to
         the Meridian Business or the Meridian Assets which Event,  individually
         or in the aggregate,  will interfere with or prevent continued Material
         compliance with all  Environmental  Laws, or which,  individually or in
         the  aggregate,  will  form the  basis of any  Material  Claim  for the
         release or threatened  release into the  environment,  of any Hazardous
         Material.

                                      -19-


<PAGE>





                                    ARTICLE 4

                      REPRESENTATIONS AND WARRANTIES OF ATS

         ATS represents, warrants and covenants to, and agrees with, Meridian as
follows:

         4.1  Organization  and  Business;   Power  and  Authority;   Effect  of
Transaction.

         (a) ATS is a corporation  duly organized,  validly existing and in good
standing  under  the  laws  of its  jurisdiction  of  incorporation  and has all
requisite  power and authority  (corporate and other) to own or hold under lease
its properties and to conduct its business as now conducted.

         (b) ATS has all  requisite  corporate  power  and  corporate  authority
necessary  to enable it to execute and deliver,  and to perform its  obligations
under,  this Agreement and each Collateral  Document  executed or required to be
executed by it pursuant hereto or thereto or to consummate the Transactions; and
the execution,  delivery and  performance of this Agreement and each  Collateral
Document  executed or  required to be executed by it pursuant  hereto or thereto
have been duly authorized by all requisite corporate or other action on the part
of  ATS.  This  Agreement  has  been  duly  executed  and  delivered  by ATS and
constitutes, and each Collateral Document executed or required to be executed by
it pursuant  hereto or thereto or to consummate the  Transactions  when executed
and delivered by ATS will constitute,  legal,  valid and binding  obligations of
ATS,  enforceable  in accordance  with their  respective  terms,  except as such
enforceability may be limited by bankruptcy,  moratorium, insolvency and similar
laws  affecting  the rights and remedies of  creditors  and the  obligations  of
debtors generally and by general principles of equity.

         (c) Except for matters which would have not Material  Adverse Effect on
Meridian,  neither the  execution  and delivery by ATS of this  Agreement or any
Collateral Document executed or required to be executed by it pursuant hereto or
thereto,  nor the consummation by ATS of the  Transactions,  nor compliance with
the terms, conditions and provisions hereof or thereof by ATS:

                  (i) will conflict with, or result in a breach or violation of,
         or  constitute  a default  under,  any  Organic  Document of ATS or any
         Applicable  Law on the part of ATS, or will conflict with, or result in
         a breach or violation of, or constitute a default under,  or permit the
         acceleration  of  any  obligation  or  liability  in,  or but  for  any
         requirement  of  giving  of notice  or  passage  of time or both  would
         constitute  such a conflict  with,  breach or violation  of, or default
         under, or permit any such  acceleration in, any Contractual  Obligation
         of ATS; or

                  (ii)  will  require  ATS to make or  obtain  any  Governmental
         Authorization,  Governmental Filing or Private Authorization  including
         without  limitation  under  the  FCA,  except  for  filings  under  the
         Hart-Scott-Rodino Act.

         4.2  Broker or  Finder.  No Person  assisted  in or  brought  about the
negotiation  of this  Agreement or the  Transactions  in the capacity of broker,
agent or finder or in any similar capacity on behalf of ATS.

                                      -20-


<PAGE>




         4.3 Solvency.  As of the execution and delivery of this Agreement,  ATS
is, and immediately  prior to and after giving effect to the consummation of the
Transactions will be, solvent.

         4.4 No Legal  Action.  There are no Legal  Actions  pending  or, to the
knowledge  of ATS,  threatened  against ATS or any of its  Affiliated  Entities,
officers  or  directors,  that  question  or may  affect  the  validity  of this
Agreement  or the  right  of ATS to  consummate  the  transactions  contemplated
hereunder.

         4.5 Physical Assets "AS IS". ATS acknowledges and agrees as follows:

         ALL  BUILDINGS,  STRUCTURES,  TRANSMITTING  AND  COMMUNICATION  TOWERS,
         EQUIPMENT,  LEASEHOLD IMPROVEMENTS,  PHYSICAL ASSETS AND OTHER PERSONAL
         PROPERTY (AS DEFINED IN THIS  AGREEMENT)  PURCHASED BY ATS HEREUNDER IS
         BEING  PURCHASED  "AS IS",  "WHERE IS", AND "WITH ALL  FAULTS".  BY ITS
         EXECUTION OF THIS AGREEMENT, ATS ACKNOWLEDGES AND AGREES THAT, MERIDIAN
         MAKES NO WARRANTY  WHATSOEVER,  EXPRESS OR IMPLIED  (INCLUDING  WITHOUT
         LIMITATION  ANY  WARRANTY  AS  TO  MERCHANTABILITY  OR  FITNESS  FOR  A
         PARTICULAR  PURPOSE) AS TO THE WORKING  ORDER OR PHYSICAL  CONDITION OF
         ANY SUCH PERSONAL PROPERTY,  EXCEPT AS PROVIDED IN THE LAST SENTENCE OF
         SECTION 3.5(b).

         Nothing contained in this Section shall be construed as a limitation on
Meridian's obligations pursuant to Section 5.6(a).


                                    ARTICLE 5

                                    COVENANTS

         5.1      Access to Information; Confidentiality.

         (a) Meridian shall afford to ATS and its accountants, counsel, lenders,
financial advisors and other representatives (the "Representatives") full access
during normal business hours  throughout the period prior to the Closing Date to
all  of  Meridian's  properties,  books,  contracts,   commitments  and  records
(including  without  limitation Tax Returns) relating to the Meridian Assets and
the Meridian  Business  and,  during such period,  shall  furnish  promptly upon
request (i) a copy of each report, schedule and other document filed or received
by any of them pursuant to the requirements of any Applicable Law or filed by it
with any  Authority in  connection  with the  Transactions  or which may have an
Adverse  Effect  on  the  Meridian  Assets  or  the  Meridian  Business  or  the
businesses,  operations, properties, prospects, personnel, condition, (financial
or other), or results of operations thereof, (ii) to the extent not provided for
pursuant to the preceding clause,  all financial records,  ledgers,  work papers
and other sources of financial information possessed and

                                      -21-


<PAGE>



controlled by Meridian or its accountants  deemed by ATS or its  Representatives
necessary  or useful for the purpose of  performing  an audit of the business of
the  Meridian  Business  and  certifying   financial  statements  and  financial
information,  and (iii) such other  information in the possession and control of
Meridian  or  its  accountants  concerning  any of the  foregoing  as ATS  shall
reasonably request;  provided,  however,  that Meridian shall not be required to
permit any such  access to the extent  same would  unreasonably  interfere  with
Meridian's normal business  operations.  All non-public  information relating to
the Meridian Assets or the Meridian  Business  furnished prior to the execution,
or pursuant to the provisions,  of this Agreement,  including without limitation
this  Section,  or,  in the  case of  Meridian,  with  respect  to the  covenant
hereinafter set forth,  whether or not so furnished,  will be kept  confidential
and shall not, (x) prior to the Closing,  without the prior  written  consent of
Meridian,  or (y) from and after the Closing,  without the prior written consent
of ATS,  be  disclosed  by ATS or  Meridian,  as the case may be, in any  manner
whatsoever,  in whole  or in part,  and  shall  not be used by ATS  prior to the
Closing for any purposes, other than in connection with the Transactions.  In no
event  shall  ATS or any of its  Representatives  use  such  information  to the
detriment  of Meridian  or, from and after the Closing by Meridian or any of its
Representatives,  to the detriment of ATS.  Prior to the Closing,  ATS agrees to
reveal such  information only to those of its  Representatives  or other Persons
who  need to know  such  the  information  for the  purpose  of  evaluating  the
Transactions,  who are informed of the  confidential  nature of such information
and who shall  undertake to act in accordance  with the terms and  conditions of
this  Agreement.  From and after the Closing,  Meridian  shall not,  without the
prior  written  consent  of  ATS,  disclose  any  information  remaining  in its
possession  with respect to the Meridian  Assets or the Meridian  Business or to
which it may have access in  accordance  with the  provisions  of the  following
paragraph, and no such information shall be used for any purposes, other than in
connection  with the  Transactions  or to the extent required by Applicable Law,
except as otherwise provided in the following paragraph.

         All books and records to which Meridian is entitled to access  pursuant
to the  provisions of this  Agreement  shall be retained by ATS at is offices in
the Los  Angeles  area for a period of at least five (5) years from the  Closing
Date.  ATS shall  permit  Meridian  to  photocopy  such books and records to the
extent  reasonably  required  for  the  permissible  purposes  described  in the
definition  of Assets.  In the event of any conflict  between the  provisions of
this  paragraph and the  provisions  of any  noncompetition  or  confidentiality
agreement executed by Meridian or any of its principals,  the provisions of this
paragraph shall be controlling.

         (b) Subject to the terms and  conditions  of Section  5.1(a),  ATS may,
subject to prior consultation with Meridian, disclose such information as may be
necessary in connection with seeking all Governmental and Private Authorizations
or that is required by Applicable  Law to be  disclosed.  In the event that this
Agreement  is  terminated  for any  reason,  ATS shall  promptly  redeliver  all
non-public  written  material  provided  pursuant  to this  Section or any other
provision of this Agreement or otherwise in connection with the Transactions and
shall not retain any copies, extracts or other reproductions in whole or in part
of such written  material,  other than one copy thereof which shall be delivered
to  independent  counsel for such party and may be used only in the event of any
Legal Action or other Claim  arising in  connection  with the subject  matter of
this Agreement or the termination of this Agreement.


                                      -22-


<PAGE>



         (c) No investigation pursuant to this Section or otherwise shall affect
any  representation  or  warranty  in this  Agreement  of  either  party  or any
condition  to the  obligations  of the  parties  hereto,  except as set forth in
Section 8.3(e).

         5.2      Agreement to Cooperate.

         (a)  Subject to the  provisions  of Section  9.16,  each of the parties
hereto shall use reasonable  business  efforts promptly (x) to take, or cause to
be taken,  all  actions  and to do, or cause to be done,  all things  necessary,
proper or advisable under Applicable Law to consummate the Transactions, and (y)
to refrain  from  taking,  or cause to be taken,  any action and to refrain from
doing or  causing  to be done,  any thing  which  could  impede  or  impair  the
consummation of the Transactions,  including,  in all cases,  without limitation
using  its  reasonable  business  efforts  (i) to  prepare  and  file  with  the
applicable  Authorities as promptly as  practicable  after the execution of this
Agreement all  requisite  applications  and  amendments  thereto,  together with
related information,  data and exhibits, necessary to request issuance of orders
approving the  Transactions  by all such applicable  Authorities,  each of which
must be obtained or become final to the extent provided in Section 6.1(a),  (ii)
to  obtain  all  necessary  or  appropriate  waivers,  consents  and  approvals,
including  without  limitation  those  referred  to in Section  6.2(d),  without
payment of  consideration  to the other  party,  (iii) to effect  all  necessary
registrations,  filings and submissions  (including  without  limitation filings
under the  Hart-Scott-Rodino  Act and all filings  necessary  for ATS to own and
operate the Meridian Assets and conduct the Meridian Business), (iv) to lift any
injunction or other legal bar to the Transactions (and, in such case, to proceed
with the  Transactions  as  expeditiously  as  possible),  and (v) to obtain the
satisfaction  of the  conditions  specified  in  Article  6,  including  without
limitation the truth and correctness as of the Closing Date as if made on and as
of the Closing Date of the  representations and warranties of such party and the
performance  and  satisfaction  as of the  Closing  Date of all  agreements  and
conditions  to be performed  or satisfied by such party,  without the payment of
any amounts,  except to the extent otherwise  required by the provisions of this
Agreement.

         (b) The parties shall  cooperate  with one another in the  preparation,
execution and filing of all Tax Returns, questionnaires,  applications, or other
documents  regarding any real property transfer or gains,  sales, use, transfer,
value  added,   stock  transfer  and  stamp  Taxes,  any  transfer,   recording,
registration  and other fees,  and any similar  Taxes  which  become  payable in
connection with the  Transactions  that are required or permitted to be filed on
or before the Closing Date.

         (c) Meridian shall cooperate and use its reasonable business efforts to
(i) prepare  balance  sheets and  statements  of income (loss) and cash flow for
eleven month period ended  November 30, 1996 and  thereafter  on a monthly basis
until the month  preceding the Closing in  accordance  with GAAP subject only to
such  exceptions  for periods  ending on or before  December 31, 1996 as are set
forth in Section 3.2 of the  Meridian  Disclosure  Schedule,  and (ii) cause its
independent  accountants to reasonably cooperate with ATS, and at ATS's expense,
in order to  enable  ATS to have its  independent  accountants  prepare  audited
financial  statements  for the Meridian  Business  described in Section  6.2(g).
Without limiting the generality of the foregoing, Meridian agrees that after the
Closing Date it will (x) consent to the use of such audited financial statements
in any registration statement or other document filed by ATS or any Affiliate of
ATS under the  Securities  Act or the  Exchange  Act to the extent  required  by
Applicable Law or any underwriter in an

                                      -23-


<PAGE>



underwritten  public  offering,  and (y)  execute  and  deliver,  and  cause its
directors and officers to execute and deliver, such "representation"  letters as
are  customarily  delivered in connection  with audits and as ATS's  independent
accountants may reasonably request under the circumstances;  provided,  however,
that as a condition precedent to the use of such audited financial statements by
any Affiliate of ATS, such Affiliate shall execute an indemnification agreement,
in form and content  reasonably  acceptable to Meridian's  counsel,  pursuant to
which such  Affiliate  agrees to  indemnify  Meridian  and related  parties from
liability  arising from the use of such statements on the same terms and subject
to the same conditions as ATS so agrees in Section 8.2(e)(ii) of this Agreement.

         5.3  Public  Announcements.  Until  the  Closing,  or in the  event  of
termination  of this  Agreement,  Meridian and ATS shall  consult with the other
before issuing any press release or otherwise making any public  statements with
respect to this Agreement or the Transactions and shall not issue any such press
release  or make any such  public  statement  without  the prior  consent of the
other.  Notwithstanding  the foregoing,  each party acknowledges and agrees that
Meridian and ATS may,  without its prior  consent,  issue such press releases or
make such public statements as may be required by Applicable Law, in which case,
to the extent  practicable,  the party  proposing to make such press  release or
public  statement will consult with the other  regarding the nature,  extent and
form of such press release or public statement.

         5.4 Notification of Certain Matters. Meridian and ATS shall give prompt
notice  to the  other,  of the  occurrence  or  non-occurrence  of any Event the
occurrence  or  non-occurrence  of  which  would  be  likely  to  cause  (i) any
representation  or warranty made by it contained in this  Agreement to be untrue
or inaccurate in any respect such that one or more of the  conditions of Closing
might not be satisfied, or (ii) any covenant,  condition or agreement made by it
contained in this  Agreement not to be complied with or satisfied,  or (iii) any
change to be made in the Meridian  Disclosure  Schedule in any respect such that
one or more of the conditions of Closing might not be satisfied, and any failure
made by it to comply with or satisfy, or be able to comply with or satisfy,  any
covenant,  condition  or  agreement  to be  complied  with  or  satisfied  by it
hereunder  in any  respect  such that one or more of the  conditions  of Closing
might not be  satisfied;  provided,  however,  that the  delivery  of any notice
pursuant  to this  Section  shall not limit or  otherwise  affect  the  remedies
available hereunder to the party receiving such notice.

         5.5 No Solicitation.  Meridian shall not, nor shall it knowingly permit
any  of its  Representatives  (including,  without  limitation,  any  investment
banker,  broker,  finder,  attorney or accountant  retained by it) to, initiate,
solicit or facilitate,  directly or  indirectly,  any inquiries or the making of
any  proposal  with  respect  to  any  Alternative  Transaction,  engage  in any
discussions  or  negotiations  concerning,  or provide  to any other  Person any
information  or data relating to, it or any  Subsidiary  for the purposes of, or
otherwise  cooperate in any way with or assist or participate  in, or facilitate
any inquiries or the making of any proposal which constitutes, or may reasonably
be  expected  to  lead  to,  a  proposal  to  seek  or  effect  any  Alternative
Transaction,  or agree to or endorse any Alternative  Transaction.  "Alternative
Transaction" means a transaction or series of related  transactions  (other than
the Transactions)  resulting in (i) any merger or  consolidation,  regardless of
whether  Meridian is the surviving  Entity unless the surviving  Entity  remains
obligated under this Agreement to the same extent as it was, or (ii) any sale or
other  disposition of all or any substantial  part of the Meridian Assets or the
Meridian  Business.  If  Meridian  or any of its  Representatives  receives  any
inquiry with respect to an  Alternative  Transaction  while this Agreement is in
effect,

                                      -24-


<PAGE>



Meridian shall inform the inquiring  party that it is not entitled to enter into
discussions  or  negotiations  relating  to  an  Alternative  Transaction.   ATS
acknowledges  that  prior to the date of this  Agreement,  Meridian  engaged  in
discussion  with certain other parties  relating to the possibility of acquiring
the Meridian Assets and the Meridian Business.

         5.6  Conduct of Business by  Meridian  Pending the  Closing.  Except as
otherwise contemplated by this Agreement, after the date hereof and prior to the
Closing  Date  or  earlier  termination  of this  Agreement,  unless  ATS  shall
otherwise  agree in  writing,  Meridian  shall,  to the extent  relating  to the
Meridian Business or the Meridian Assets:

                  (a) conduct its  business in the  ordinary and usual course of
         business  and  consistent   with  past  practice,   including   without
         limitation the performance of such maintenance, repairs or replacements
         with respect to communication  towers,  fixtures and Personal  Property
         comprising the Meridian Assets as is consistent with past practice;

                  (b) use all reasonable business efforts to preserve intact its
         business organizations and goodwill, keep available the services of its
         present  key   employees,   and  preserve  the  goodwill  and  business
         relationships  with customers and others having business  relationships
         with it;

                  (c) confer, as and when reasonably requested, on a regular and
         frequent  basis  with  one or  more  representatives  of ATS to  report
         Material   operational  matters  and  the  general  status  of  ongoing
         operations;

                  (d) maintain with financially  responsible insurance companies
         insurance  on its assets and its  business in such  amounts and against
         such risks and losses as are consistent with past practice;

                  (e)  use  reasonable  business  efforts  to  (i)  operate  the
         Meridian  Business in  conformity  in all  Material  respects  with all
         Governmental and Private Authorizations, Leases and Material Agreements
         on a basis  consistent  with past practice and  Applicable  Law and the
         rules and  regulations  of any  Authority  with  jurisdiction  over the
         Meridian  Assets or the Meridian  Business,  and (ii)  maintain in full
         force and  effect all such  Governmental  and  Private  Authorizations,
         Leases and Material Agreements relating to the Meridian Business;

                  (f) not (i)  dispose of any of the  Meridian  Assets  owned by
         Meridian or used in the operation of the Meridian  Business (other than
         for the  disposition  in the ordinary  course of business of immaterial
         assets that are of no further  use to the  Meridian  Business)  or (ii)
         modify or change in any Material  respect,  or enter into, any Material
         Agreement  relating  to the  Meridian  Business  (other  than site user
         agreements); and

                  (g) not voluntarily take any action which if taken between the
         end of its most  recent  fiscal  quarter  and prior to the date of this
         Agreement  would  have been  required  to be noted as an  exception  on
         Section 3.17 of the Meridian Disclosure Schedule.


                                      -25-


<PAGE>



With respect to any  transaction or act proposed to be entered into or performed
by Meridian which,  pursuant to Sections 5.1(a) through (g),  requires the prior
approval of ATS, ATS shall be deemed to have approved same unless written notice
of  disapproval  is  received by Meridian  within five (5)  business  days after
receipt by Meridian of a written request for approval made by Meridian.

         5.7  Preliminary  Title  Reports.   Prior  to  the  execution  of  this
Agreement, Meridian has, at its sole cost and expense, delivered or caused to be
delivered to ATS a standard  preliminary  title report dated as of a recent date
issued by one or more title companies  authorized to do business in the State of
California (the "Title Company") with respect to those Meridian Assets comprised
of the  parcels  of real  property  described  in  Section  5.7 of the  Meridian
Disclosure Schedule (the "Insured Real Property").  Such reports, as same may be
amended or supplemented  from time to time to reflect  additional title matters,
are  referred  to herein as the "Title  Reports".  Section  5.7 of the  Meridian
Disclosure  Schedule sets forth a description of those matters, if any, shown in
the Title Reports as to which ATS has objected and which  Meridian has agreed to
remedy prior to or, with the written approval of ATS,  subsequent to the Closing
Date (the  "Disapproved  Title  Matters",  which term shall  include any matters
added thereto  pursuant to the provisions of the last sentence of this Section).
All matters disclosed by the Title Reports (as of the date hereof) which are not
reflected on Section 5.7 of the Meridian  Disclosure  Schedule  have  heretofore
been approved by ATS. If, at any time following the date hereof, Meridian or the
Title  Company  notifies ATS of any  additional  matter  affecting  title to the
Insured Real Property, the parties shall negotiate in good faith in an effort to
resolve such matters and, in the event that are not able to reach such agreement
within  thirty  (30)  days of the date  ATS has  received  written  notification
thereof,  either party may terminate this Agreement with the effect set forth in
Section 7.2.

         5.8  Environmental  Site  Assessments.  Prior to the  execution of this
Agreement,  ATS has,  at its sole cost and  expense,  delivered  or caused to be
delivered to Meridian a Phase I  environmental  assessment  report dated as of a
recent date issued by Aquaterra Environmental Services Corp.(the  "Environmental
Company") with respect to those Meridian Assets comprised of the parcels of real
property  described  in Section 5.8 of the  Meridian  Disclosure  Schedule  (the
"Environmental  Real  Property").  Such  reports,  as  same  may be  amended  or
supplemented from time to time to reflect additional  environmental matters, are
referred to herein as the "Environmental  Reports".  Section 5.8 of the Meridian
Disclosure  Schedule sets forth a description of those matters, if any, shown in
the  Environmental  Reports as to which ATS has objected and which  Meridian has
agreed to remedy prior to or, with the written  approval of ATS,  subsequent  to
the  Closing  Date (the  "Disapproved  Environmental  Matters"  which term shall
include  any  matters  added  thereto  pursuant  to the  provisions  of the last
sentence of this Section).  All matters disclosed by the  Environmental  Reports
(as of the date hereof)  which are not  reflected on Section 5.8 of the Meridian
Disclosure  Schedule  have  heretofore  been  approved  by ATS.  If, at any time
following the date hereof, Meridian or the Environmental Company notifies ATS of
any additional  matter affecting the  environmental  status of the Environmental
Real Property, the parties shall negotiate in good faith in an effort to resolve
such matters and, in the event that are not able to reach such agreement  within
thirty  (30) days of the date ATS has  received  written  notification  thereof,
either party may terminate  this  Agreement with the effect set forth in Section
7.2.



                                      -26-


<PAGE>



                                    ARTICLE 6

                               CLOSING CONDITIONS

         6.1 Conditions to Obligations of Each Party to Effect the Transactions.
The  respective  obligations  of each  party to effect the  Transactions  shall,
except as hereinafter  provided in this Section,  be subject to the satisfaction
at or prior to the Closing Date of the following conditions, any or all of which
may be waived, in whole or in part, to the extent permitted by Applicable Law:

                  (a) All authorizations, consents, waivers, orders or approvals
         required  to  be  obtained  from  all  Authorities,  and  all  filings,
         submissions, registrations, notices or declarations required to be made
         by ATS and Meridian with any Authority,  prior to the  consummation  of
         the  Transactions,  shall have been obtained  from,  and made with, all
         such Authorities,  except for such authorizations,  consents,  waivers,
         orders, approvals, filings,  registrations,  notices or declarations as
         are set forth in Section 6.1(a) of the Meridian  Disclosure Schedule or
         the  failure to obtain or make would not,  in the  reasonable  business
         judgment of each of the parties,  have a Material Adverse Effect on the
         Meridian Assets and the Meridian Business;

                  (b) The  transactions  contemplated  by the  Other  Agreements
         shall  have  been  consummated  prior  to or  simultaneously  with  the
         consummation of the Transactions; and

                  (c) The parties shall have entered into an escrow agreement in
         customary form,  reasonably  satisfactory to the parties with an escrow
         agent reasonably  acceptable to the parties,  pursuant to which,  among
         other things,  Meridian  shall have  delivered  deeds in customary form
         with respect to all of the real  property to be conveyed to ATS as part
         of the Meridian Assets,  and ATS will have deposited the portion of the
         purchase price attributable to such real property,  the parties, to the
         extent  required  by  Section  9.3,  shall  have  deposited  an  amount
         sufficient to pay all recording fees and transfer taxes, and other fees
         and expenses which must be paid as a condition of  consummation  of the
         transactions contemplated by this Agreement.

         6.2  Conditions to  Obligations of ATS. The obligation of ATS to effect
the  Transactions  shall  be  subject  to  the  satisfaction  of  the  following
conditions,  any or all of which  may be  waived,  in  whole or in part,  to the
extent permitted by Applicable Law:

                  (a) All agreements, certificates, opinions and other documents
         required to be delivered  pursuant to the  provisions of this Agreement
         shall be reasonably  satisfactory  in form,  scope and substance to ATS
         and its counsel shall have received all  information  and copies of all
         documents,  including records of corporate proceedings,  which they may
         reasonably  request  in  connection  therewith,  such  documents  where
         appropriate to be certified by proper corporate officers;

                  (b) Meridian  shall have  furnished ATS and, at ATS's request,
         any bank or other financial  institution  providing credit to ATS, with
         an  opinion,  dated the  Closing  Date of  Levinson,  Miller,  Jacobs &
         Phillips, counsel for Meridian, reasonably acceptable to ATS,

                                      -27-


<PAGE>



         with respect to the matters set forth in Sections 3.1(a),  (b) and (c),
         3.7(a)(i)  and (ii),  and 3.14 and with  respect to such other  matters
         arising  after  the  date  of  this   Agreement  and  incident  to  the
         Transactions,  as ATS or its  counsel  or its  counsel  may  reasonably
         request  or which  may be  reasonably  requested  by any  such  bank or
         financial institution or their respective counsel;

                  (c) The representations,  warranties, covenants and agreements
         of Meridian contained in this Agreement or otherwise made in writing by
         it or on its behalf  pursuant  hereto or otherwise  made in  connection
         with  the  Transactions  shall  be true  and  correct  in all  Material
         respects at and as of the  Closing  Date with the same force and effect
         as though made on and as of such date except  those which speak as of a
         certain  date  which  shall  continue  to be true  and  correct  in all
         Material  respects  as of such  date  on the  Closing  Date  (including
         without  limitation  giving effect to any later  obtained  knowledge of
         Meridian or ATS,  except as otherwise  specifically  provided  herein);
         each  and all of the  agreements  and  conditions  to be  performed  or
         satisfied  by Meridian  hereunder at or prior to the Closing Date shall
         have been duly  performed or satisfied  in all Material  respects;  and
         Meridian  shall have  furnished  ATS with such  certificates  and other
         documents  evidencing  the truth of such  representations,  warranties,
         covenants and  agreements  and the  performance  of such  agreements or
         conditions as ATS or its counsel shall have reasonably requested;

                  (d) Except to the extent,  if any,  specifically  set forth in
         Section 6.2(d) of the Meridian Disclosure Schedule, all authorizations,
         consents,  waivers,  orders or approvals  required by the provisions of
         this Agreement to be obtained from all Persons (other than Authorities)
         prior  to the  consummation  of  the  Transactions,  including  without
         limitation  those required by the provisions of this Agreement in order
         to vest fully in ATS all right, title and interest in and to all of the
         Meridian Assets and the Meridian Business (including without limitation
         all Private Authorizations,  Leases and Material Agreements of Meridian
         and, at the cost and expense of Meridian,  all  modifications of Leases
         and other Contractual  Obligations  heretofore requested by ATS and set
         forth in Section  6.2(d) of the Meridian  Disclosure  Schedule) and the
         full  enjoyment   thereof  shall  have  been   obtained,   without  the
         imposition,  individually  or in the  aggregate,  of any  condition  or
         requirement which could Adversely Affect ATS;

                  (e) Between the date of this  Agreement  and the Closing Date,
         there shall not have  occurred and be continuing  any Material  Adverse
         Change in Meridian  from that  reflected  in the most  recent  Meridian
         Financial  Statements;   as  of  the  Closing  Date,  the  Governmental
         Authorizations  with  respect  to the  ownership  or  operation  of the
         Meridian Assets or the conduct of the Meridian  Business shall not have
         been  Materially and Adversely  Affected by any act, or failure to act,
         of Meridian;

                  (f) Meridian  shall have delivered or cause to be delivered to
         ATS all of the Collateral Documents and other agreements, documents and
         instruments  required to be delivered by Meridian to ATS at or prior to
         the Closing pursuant to the terms of this Agreement;


                                      -28-


<PAGE>



                  (g) ATS shall have received  from Meridian such  documentation
         as shall reasonably enable ATS's independent  accountants to advise ATS
         in writing that they could issue an unqualified report (as to the scope
         of the audit,  access to the books and records and the  cooperation  of
         management) on the financial  statements  (consisting of balance sheets
         and statements of operations and cash flow required by Rule  3.05(b)(2)
         of Regulation  S-X) of the Meridian  Assets and the Meridian  Business,
         and that such financial  statements can be prepared in conformity  with
         GAAP and Regulation S-X under the Securities Act;

                  (h) As of the Closing  Date,  except as otherwise set forth in
         Section  3.7(a) of the Meridian  Disclosure  Schedule,  no Legal Action
         shall be pending  before or  threatened  in  writing  by any  Authority
         seeking to enjoin, restrain,  prohibit or make illegal or to impose any
         Materially  Adverse  conditions in connection with, the consummation of
         the Transactions,  or which might, in the reasonable  business judgment
         of ATS,  based upon the  advice of  counsel,  have a  Material  Adverse
         Effect on the  Meridian  Assets  and the  Meridian  Business,  it being
         understood  and  agreed  that a written  request by any  Authority  for
         information with respect to the  Transactions,  which information could
         be used in connection with such Legal Action, shall not be deemed to be
         a threat of any such Legal Action;

                  (i) All  Disapproved  Environmental  Matters  shall  have been
         cured or  arrangement  shall have been made to cure, in each case, in a
         manner reasonably satisfactory to ATS;

                  (j) E. J. Reichler  ("Reichler"),  the chief executive officer
         and trustee  for the  principal  shareholder  of  Meridian,  shall have
         executed and delivered to ATS an agreement substantially in the form of
         Exhibit  A  attached  hereto  and  made a part  hereof  (the  "Reichler
         Noncompetition Agreement");

                  (k) Meridian and Reichler shall have executed and delivered to
         ATS and the escrow agent named therein (the  "Indemnity  Escrow Agent")
         an escrow agreement (the "Indemnity Escrow Agreement") substantially in
         the form of Exhibit B attached hereto and made a part hereof;

                  (l) All  Disapproved  Title  Matters  shall have been cured or
         arrangements  shall have been made to cure,  in each case,  in a manner
         reasonably  satisfactory  to ATS, and ATS shall have received  standard
         CLTA  title  insurance  policies  insuring  ATS' fee  interests  in all
         Insured Real Property, subject only to Approved Title Conditions;

                  (m)  Meridian  shall have  delivered to ATS, or ATS shall have
         otherwise  received,  all use permits,  consents or other  Governmental
         Authorizations  of and Leases from the United States Forest Service set
         forth in Section 6.2(m) of the Meridian Disclosure Schedule;

                  (n)  Meridian  shall have an  assignment,  in form,  scope and
         substance reasonably satisfactory to ATS, from the holder or holders of
         all interests in the sites identified in Section 6.2(n) of the Meridian
         Disclosure  Schedule of such holder's or holders' interests in all such
         sites;


                                      -29-


<PAGE>



                  (o)  Meridian  shall have  executed  and  delivered  to ATS an
         agreement,  in form, scope and substance reasonably satisfactory to ATS
         (the  "Nonassignable  Contracts  Agreement"),  pursuant  to  which  (i)
         Meridian  will  hold  (but  with  no  obligation  to  perform  services
         thereunder),  for the  account of ATS,  and remit  promptly  to ATS all
         amounts   received   pursuant  to  the   provisions   of,  all  of  the
         Nonassignable Contracts as to which the required approval or consent to
         the  assignment  or transfer of which was not  obtained and as to which
         ATS has delivered an Acceptance  Notice, and (ii) ATS will agree to (A)
         perform all services required to be performed under such  Nonassignable
         Contracts, (B) reimburse Meridian for all costs and expenses reasonably
         incurred  pursuant to the  Nonassignable  Contracts  Agreement  and (C)
         indemnify and hold harmless  Meridian with respect to all actions taken
         by ATS  pursuant  thereto and all  actions,  if any,  taken by Meridian
         pursuant  thereto other than those relating to the bad faith or willful
         misconduct  of Meridian or its  officers,  directors,  stockholders  or
         employees; and

                  (p) To the extent that the  representations  and warranties of
         Meridian  specifically  exclude a reference to the New Sites, ATS shall
         have   determined,   in  its   reasonable   business   judgment,   that
         representations  and warranties to the extent not so made would be true
         and correct in all Material respects at and as of the Closing Date with
         the same force and effect as though made with  respect to the New Sites
         as of the Closing Date.

         6.3 Conditions to  Obligations of Meridian.  The obligation of Meridian
to effect the Transactions shall be subject to the satisfaction of the following
conditions,  any or all of which  may be  waived,  in  whole or in part,  to the
extent permitted by Applicable Law:

                  (a) All agreements, certificates, opinions and other documents
         required to be delivered  pursuant to the  provisions of this Agreement
         shall be  reasonably  satisfactory  in form,  scope  and  substance  to
         Meridian  and its  counsel,  and  Meridian  and its counsel  shall have
         received all information and copies of all documents, including records
         of  corporate  proceedings,   which  they  may  reasonably  request  in
         connection therewith,  such documents where appropriate to be certified
         by proper corporate officers;

                  (b) ATS shall have  furnished  Meridian and, at ATS's request,
         any bank of other financial  institution  providing credit to Meridian,
         with an opinion,  dated the Closing  Date of Sullivan & Worcester  LLP,
         counsel for ATS,  reasonably  acceptable  to Meridian,  with respect to
         matters set forth in Sections  4.1(a),  (b) and (c) and with respect to
         such  other  matters  arising  after  the  date of this  Agreement  and
         incident to the Transactions, as Meridian or its counsel may reasonably
         request  or which  may be  reasonably  requested  by any  such  bank or
         financial institution or their respective counsel;

                  (c) The representations,  warranties, covenants and agreements
         of ATS contained in this  Agreement or otherwise  made in writing by it
         or on its behalf  pursuant  hereto or otherwise made in connection with
         the Transactions  shall be true and correct in all Material respects at
         and as of the  Closing  Date with the same  force and  effect as though
         made on and as of such date  except  those  which speak as of a certain
         date  which  shall  continue  to be true and  correct  in all  Material
         respects  as of  such  date  on the  Closing  Date  (including  without
         limitation giving effect to any later obtained knowledge of Meridian or
         ATS, except as

                                      -30-


<PAGE>



         otherwise specifically provided herein); each and all of the agreements
         and  conditions  to be performed  or  satisfied by ATS  hereunder at or
         prior to the Closing  Date shall have been duly  performed or satisfied
         in all Material  respects;  and ATS shall have furnished  Meridian with
         such  certificates  and other  documents  evidencing  the truth of such
         representations,   warranties,   covenants  and   agreements   and  the
         performance of such agreements or conditions as Meridian or its counsel
         shall have reasonably requested;

                  (d) ATS  shall  have  delivered  or cause to be  delivered  to
         Meridian  all  of  the  Collateral   Documents  and  other  agreements,
         documents and  instruments  required to be delivered by ATS to Meridian
         at or prior to the Closing pursuant to the terms of this Agreement;

                  (e) As of the Closing  Date,  no Legal Action shall be pending
         before or  threatened  in writing by any  Authority  seeking to enjoin,
         restrain,  prohibit or make illegal or to impose any Materially Adverse
         conditions in connection with, the consummation of the Transactions, it
         being understood and agreed that a written request by any Authority for
         information with respect to the  Transactions,  which information could
         be used in connection with such Legal Action, shall not be deemed to be
         a threat of any such Legal Action;

                  (f) ATS shall have executed and delivered to Meridian and E.J.
         Reichler and the Indemnity  Escrow Agent a counterpart of the Indemnity
         Escrow Agreement substantially in the form of Exhibit C attached hereto
         and made a part hereof;

                  (g) ATS shall have  executed  and  delivered  to  Meridian  an
         agreement (the "Meridian License Agreement"),  reasonably  satisfactory
         to  Meridian,  pursuant  to which ATS will grant to  Meridian  (and its
         successors and assigns) a non-exclusive three-year royalty-free license
         to  use,   throughout   Southern   California,   the   name   "Meridian
         Communications"  with  respect to  Meridian's  radio  repeater  service
         business; provided, however, that such agreement shall continue only so
         long as  Reichler,  members of his family or trusts for the  benefit of
         same are actively involved in such business and own equity interests in
         proportions not less than those they currently hold in Meridian;

                  (h) ATS shall have  executed and  delivered  to Meridian  site
         user  agreements for Meridian's  radio  repeater  service  business and
         specialized mobile radio business,  containing the terms and conditions
         described in Section 6.3(h) of the Meridian Disclosure Schedules; and

                  (i) ATS shall have  executed  and  delivered  to Meridian  the
         Nonassumable   Contracts  Agreement,   in  form,  scope  and  substance
         reasonably satisfactory to Meridian.



                                      -31-


<PAGE>



                                    ARTICLE 7

                        TERMINATION, AMENDMENT AND WAIVER

         7.1 Termination. This Agreement shall terminate if the Closing does not
occur on or  prior to the  Termination  Date and may be  terminated  at any time
prior to the Closing Date:

         (a) by mutual consent of Meridian and ATS;

         (b) by either ATS or Meridian if any  permanent  injunction,  decree or
judgment by any Authority  preventing the consummation of the Transactions shall
have become final and nonappealable; or

         (c) by Meridian in the event (i) Meridian is not in Material  breach of
this Agreement and none of its  representations  or warranties shall have become
and  continue  to be untrue in any  Material  respect,  and (ii)  either (A) the
Transactions  have not been consummated prior to the Termination Date and ATS is
in Material breach of this Agreement or any of its representations or warranties
shall have become and continue to be untrue in any Material respect, or (B) such
a breach or untruth exists and is not capable of being cured by and will prevent
or delay consummation of the Transactions by or beyond the Termination Date; or

         (d) by ATS in the  event  (i)  ATS is not in  Material  breach  of this
Agreement and none of its  representations  or warranties  shall have become and
continue  to be  untrue  in any  Material  respect,  and  (ii)  either  (A)  the
Transactions  have  not  been  consummated  prior  to the  Termination  Date and
Meridian is in Material  breach of this Agreement or any of its  representations
or  warranties  shall have  become  and  continue  to be untrue in any  Material
respect,  or (B) such a breach or  untruth  exists  and is not  capable of being
cured by and will prevent or delay consummation of the Transactions by or beyond
the Termination Date; or

         (e) by ATS in the  event of a  failure  of the  condition  set forth in
Section 6.2(i) or 6.2(l); or.

         (f) by either party pursuant to the provisions of Section 9.16.

         The term "Termination Date" shall mean June 30, 1997 or such other date
as the parties may, from time to time, mutually agree.

         The right of ATS or Meridian to terminate  this  Agreement  pursuant to
this Section shall remain  operative and in full force and effect  regardless of
any investigation  made by or on behalf of either party, any Person  controlling
any such party or any of their  respective  Representatives  whether prior to or
after the execution of this Agreement.

         7.2      Effect of Termination.

         (a) Except as provided in Sections  5.1, 5.3 and 9.3 and this  Section,
in the event of the termination of this Agreement pursuant to Section 7.1, or in
the event the Transactions shall not have

                                      -32-


<PAGE>



been  consummated  prior to the end of business on the  Termination  Date,  this
Agreement shall forthwith  become void,  there shall be no liability on the part
of either party, or any of their respective shareholders, officers or directors,
to the  other and all  rights  and  obligations  of either  party  shall  cease;
provided,  however,  that such  termination  shall not relieve either party from
liability  for  any  misrepresentation  or  breach  of any  of  its  warranties,
covenants or agreements set forth in this Agreement.

         (b) In the event this  Agreement is terminated by Meridian  pursuant to
the provisions of Section 7.1(c) or by ATS pursuant to the provisions of Section
7.1(d),  the terminating party shall be entitled to damages as follows and in no
other circumstances other than fraud:

                  (i) in the event that any misrepresentation  that was made was
         not a willful  misrepresentation at the time it was made, or any breach
         of any warranty,  covenant or agreement set forth in this Agreement was
         not a willful breach,  on the part of the non- terminating  party, then
         the terminating  party shall be entitled to recover only its reasonable
         out-of-pocket  fees  and  expenses  not  to  exceed  in  the  aggregate
         $167,500; and

                  (ii) in the event  that any  misrepresentations  that was made
         was a willful  misrepresentation at the time it was made, or the breach
         of any  warranty,  covenant or agreement was a willful  breach,  on the
         part of the non-terminating  party, then the terminating party shall be
         entitled to recover the actual amount of its damages, including without
         limitation  consequential damages and reasonable out-of-pocket fees and
         expenses, in an amount not to exceed the amount of the Indemnity Escrow
         Fund.

Notwithstanding the foregoing,  each party shall have the right to seek specific
performance pursuant to the provisions of Section 9.5.

         (c)  In  the  event  this  Agreement  is  terminated  pursuant  to  the
provisions of Sections 5.7, 5.8,  7.1(a),  7.1(b),  7.1(e) or 7.1(f),  except as
provided in Section 7.2(a), neither of the parties shall have any further rights
or remedies.


                                    ARTICLE 8

                                 INDEMNIFICATION

         8.1 Survival. The representations, warranties, covenants and agreements
of the parties contained in or made pursuant to this Agreement or any Collateral
Document (including without limitation the indemnification obligations set forth
in this  Article)  shall,  except as  provided  in Section  8.3(e),  survive the
Closing and shall remain  operative and in full force and effect,  regardless of
any investigation or statement as to the results thereof made by or on behalf of
any party  hereto,  for a period of two (2) years  after the  Closing  Date (the
"Indemnity Period");  provided,  however, that notwithstanding the foregoing (a)
the representations and warranties referred to in (i) Section 3.21 shall survive
for a period of four (4) years after the Closing Date, and (ii) Sections 3.1 (to
the extent they relate to due organization, valid existence and good standing of
Meridian,   corporate  power  and  corporate  authority  of  Meridian,  the  due
execution, delivery and performance by

                                      -33-


<PAGE>



Meridian of this Agreement and each Collateral  Document,  and the legal, valid,
binding and enforceable nature of this Agreement and each Collateral Document on
Meridian), 3.12, and 4.1 (to the extent they related to due organization,  valid
existence and good standing of ATS,  corporate power and corporate  authority of
ATS, the due  execution,  delivery and  performance by ATS of this Agreement and
each Collateral  Document,  and the legal, valid, binding and enforceable nature
of this  Agreement  and each  Collateral  Document of ATS) shall survive for the
applicable statute of limitations,  (b) those covenants and agreements set forth
in Sections  5.1,  5.2(b) and 5.2(c) and Article 9 shall survive for the statute
of limitations applicable to contracts,  (c) the indemnification  obligations of
ATS set forth in Section  8.2(c),  to the extent same relate to New Site Assumed
Obligations or to obligations  and  liabilities  under ATS Assumable  Agreements
applicable to periods from and after the Closing  Date,  shall survive until all
liabilities  and  obligations  which are the subject  thereof  have been paid or
discharged in full, and (d) the  indemnification  obligations of ATS referred to
in Section 8.2(e) shall survive until all liabilities and obligations  which are
the  subject  thereof  have  been  paid or  discharged  in full.  No  claim  for
indemnification,  other than with  respect to fraud,  may be asserted  after the
expiration  of the  Indemnity  Period,  except as provided  in this  Section and
Section  8.3(d).   Notwithstanding   anything   herein  to  the  contrary,   any
representation, warranty, covenant and agreement which arises and is the subject
of a Claim which is asserted in writing prior to the expiration of the Indemnity
Period  shall  survive  with  respect to such Claim or any dispute  with respect
thereto until the final resolution thereof.

         8.2      Indemnification.

         (a) Each of Meridian and ATS (the "indemnifying  party") agrees that on
and after the  Closing  it shall  indemnify  and hold  harmless  the other  (the
"indemnified  party")  from and against  any and all  damages,  claims,  losses,
expenses,  costs,  obligations and  liabilities,  including  without  limitation
liabilities for all reasonable  attorneys',  accountants'  and experts' fees and
expenses  including those incurred to enforce the terms of this Agreement or any
Collateral Document (collectively,  "Loss and Expense"),  suffered,  directly or
indirectly, by the indemnified party by reason of, or arising out of:

                  (i) any  breach  of  representation  or  warranty  made by the
         indemnifying  party  pursuant  to  this  Agreement  or  any  Collateral
         Document or any failure by the indemnifying party to perform or fulfill
         any of its  respective  covenants  or  agreements  set  forth  in  this
         Agreement or any Collateral  Document (including without limitation any
         Legal  Action or other  Claim by any third  party  which Claim is based
         upon a breach or alleged  breach of  representation  or warranty by the
         indemnifying  party  pursuant  to  this  Agreement  or  any  Collateral
         Document); or

                  (ii) in the case of Meridian as the  indemnifying  party,  the
         failure  of  Meridian  to comply  with  Bulk  Sales law of the State of
         California.

         (b) Meridian  agrees that from and after the Closing it shall indemnify
and hold harmless ATS and each of its officers, directors, stockholders, and any
of their respective heirs, executors,  representatives,  successors and assigns,
from and against any and all Loss and Expense suffered,  directly or indirectly,
by any of them by reason of, or arising out of, including without limitation any
Legal Action or other Claim that relates to Meridian  Nonassumed  Obligations or
the ownership and

                                      -34-


<PAGE>



operation of the Meridian Assets and the Meridian  Business prior to the Closing
Date;  provided,  that the foregoing  obligation  shall not extend to any Claim,
Legal Action,  Loss or Expense from or relating to (i) the condition of physical
assets  which,  pursuant  to the  provisions  of  Section  4.5,  are being  sold
hereunder  on an "AS IS" basis,  (ii)  Events,  Contracts,  transactions,  acts,
omissions,  agreements, matters or things the existence or nonexistence of which
is disclosed with reasonable  specificity in the Meridian Disclosure Schedule or
in the  documents  reference  therein (to the extent  copies  thereof  have been
furnished  to ATS),  except  to the  extent,  if at all,  Section  8.2(b) of the
Meridian  Disclosure  Schedule  specifically  indicates to the  contrary,  (iii)
Environmental Law or environmental matters,  except to the extent Meridian is in
breach of the  representations  and  warranties  set forth in Section  3.21 with
respect thereto, or (iv) matters of a type described in Section 8.2(d).

         (c) ATS agrees that from and after the Closing it shall  indemnify  and
hold harmless Meridian and each of its officers,  directors,  stockholders,  and
any   of   their   respective   heirs,   executors,   trustees,   beneficiaries,
representatives, successors and assigns (collectively, the "Meridian Indemnified
Parties"),  from and against any and all Loss and Expense suffered,  directly of
indirectly,  by any of them by reason of, or arising out of,  including  without
limitation any Legal Action or other Claim that relates to, (i) Meridian Assumed
Obligations  or (ii) the ownership and operation of the Meridian  Assets and the
Meridian  Business  from and after the Closing Date,  except for Events  arising
prior to or existing on the Closing  Date,  unless they are part of the Meridian
Assumed Obligations or are within the provisions of Section 8.2(d).

         (d)  Notwithstanding  any provision of this  Agreement to the contrary,
ATS agrees that from and after the Closing it shall  indemnify and hold harmless
Meridian and each of the other Meridian  Indemnified  Parties,  from and against
any  Legal  Action or other  Claim  arising  from  damage or injury to person or
property (including wrongful death) based upon,  involving or arising out of the
ownership  or  operation  (whether  prior to or after the  Closing  Date) of the
Meridian  Assets and the  Meridian  Business;  provided,  however,  that nothing
contained in this Section is intended to relieve Meridian of its obligations set
forth in Section 8.2(a).

         (e) ATS agrees that from and after the Closing,  it shall indemnify and
hold harmless Meridian and each of the other Meridian Indemnified Parties,  from
and against the following:

                  (i) Such  matters as are the subject of ATS's  indemnification
         obligations under the Nonassignable  Contracts  Agreement  described in
         Section 6.2(o); and

                  (ii) All Loss and Expense suffered, directly or indirectly, by
         any of them by reason of, or arising  out of, the use by ATS of audited
         financial  statements relating to the Meridian Business as described in
         Section 5.2(c); provided,  however, that notwithstanding the foregoing,
         to the extent (A) such Loss and Expense is  attributable to a breach of
         warranty and a misrepresentation from those contained in Section 3.2 of
         this   Agreement  and  (B)  at  the  time  ATS  is  obligated  to  make
         indemnification under this subparagraph (ii) or any ATS Affiliate is so
         obligated  pursuant to the provision of any agreement executed pursuant
         to the provisions of Section 5.2(c) there are Escrow Indemnity Funds to
         cover all or part of such obligation,  then ATS may utilize such Escrow
         Indemnity Funds to discharge that portion of

                                      -35-


<PAGE>



         its or such Affiliate's  obligation as is commensurate  with the amount
         of Escrow Indemnity Funds so available.

         8.3      Limitation of Liability.

         (a)  Notwithstanding  the provisions of Section 8.2, after the Closing,
except as otherwise provided in Section 8.6, each indemnifying party's rights to
indemnification  shall  be  subject  to  the  following  limitations:   (i)  the
indemnified  party  shall be entitled to recover its Loss and Expense in respect
of any Claim  only in the event  that the  aggregate  Loss and  Expense  for all
Claims exceeds, in the aggregate, $100,000, in which event the indemnified party
shall be  entitled  to  recover  all such Loss and  Expense  (including  without
limitation  such  $100,000),  and (ii) in no event  shall the  aggregate  amount
required to be paid pursuant to the provisions of this Article exceed the Escrow
Indemnity  Fund in the  case  of  Meridian  or  $2,155,946  in the  case of ATS'
obligations under Sections 8.2(a) and 8.2(c); provided, that ATS's obligation to
indemnify Meridian or other Persons from (x) New Site Assumed  Obligations,  (y)
liabilities  or  obligations  arising  after the  Closing  Date  pursuant to ATS
Assumable  Agreements,  or (z) liabilities or obligations referred to in Section
8.2(e), shall be subject to no maximum dollar limitation.

         (b)  Anything  in this  Agreement,  including  without  limitation  the
provisions of Sections 8.2 or 8.3(a), to the contrary notwithstanding, except as
provided  in Sections  8.3(d) and 8.6,  (i) the  exclusive  recourse of ATS with
respect to the  liability  of  Meridian  pursuant  to  Section  8.2 or any other
provision of this Agreement or Applicable Law which requires Meridian to defend,
indemnify or hold harmless ATS from or against any Claim,  Loss or Expense shall
be the Escrow  Indemnity Fund; and (ii) ATS's remedies for any such liability of
Meridian,  or for any Claim or Loss or Expense  arising  under  this  Agreement,
shall be  limited to its right to recover  from the  Escrow  Indemnity  Funds in
accordance with the provisions of the Escrow  Indemnity  Agreement,  and neither
ATS nor any of its  officers,  directors,  shareholders,  agents  or  Affiliated
Entities shall have any right of recovery against Meridian or any other Meridian
Indemnified Party or against the assets of any of them for any such liability.

         (c) In the event there shall be no Claims pursuant to the provisions of
this Agreement with respect to the Escrow Indemnity  Funds, if any,  existing at
the  expiration  of the  Indemnity  Period,  the  Escrow  Indemnity  Funds  then
remaining  (together  with any then  existing  interest  or  earnings)  shall be
distributed  to the  Persons  entitled  thereto.  In the  event one or more such
Claims with respect to the Escrow  Indemnity Funds, if any, shall exist upon the
expiration of the Indemnity  Period,  funds in an amount equal to the sum of (i)
the aggregate amount of such Claims and (ii) the amount reasonably  necessary to
cover the fees,  expense and other costs (including  reasonable counsel fees and
expenses)  which will be  required to resolve  such Claims  shall be retained as
part of the Escrow  Indemnity  Funds and the balance  thereof,  if any, shall be
distributed  to the Persons  entitled  thereto.  Upon the resolution of all such
Claims and the  payment of all such fees,  expenses  and costs out of the Escrow
Indemnity  Funds,  the remainder of the Escrow Indemnity Funds, if any, shall be
distributed to the Persons entitled thereto.

         (d) If,  following  the  expiration  of the  Indemnity  Period  and the
distribution to Meridian or any other Person claiming by, through or in the name
of Meridian of any remaining  Escrow  Indemnity  Funds,  ATS becomes entitled to
indemnification for Loss and Expense suffered by ATS

                                      -36-


<PAGE>



arising from (i) any misrepresentation or breach of warranty with respect to the
matters  referred  to in clause  (a) of the  proviso  or (ii) any  breach of the
covenants and agreements  referred to in clause (b) of the proviso, in each case
in the first  sentence of Section 8.1, then,  subject to the limitation  periods
stated in such  proviso,  ATS may  pursue  its  Claim  for such  indemnification
directly against  Meridian,  its successors and assigns and Reichler;  provided,
however,  that the maximum amount of liability in the aggregate of Meridian (and
such  successors  and assigns and Reichler) for any and all such Claims shall be
the amount of Escrow  Indemnity  Funds that were  distributed to Meridian or any
other Person (other than a claimant  whose Claim is alleged by ATS to be subject
to satisfaction  from the Indemnity  Escrow Fund) claiming by, through or in the
name of Meridian  (including  without  limitation  Reichler or Meridian's or his
successors,  assigns,  trustees,   beneficiaries,   representatives,   heirs  or
executors) upon the expiration of the Indemnity Period or thereafter.

         (e) In the case any event shall occur  which  would  otherwise  entitle
either  party  to  assert a claim  for  indemnification  hereunder,  no Loss and
Expense  shall be deemed to have been  sustained  by such party to the extent of
any proceeds  received by such party from any  insurance  policies  with respect
thereto.  No  indemnifying  party shall be liable  under this Article for a loss
resulting from any event relating to a  misrepresentation  or breach of warranty
if the  indemnifying  party can establish that the indemnified  party had actual
knowledge  on or before the Closing Date of such event and did not, on or before
the Closing Date, reserve its rights with respect thereto.

         8.4 Notice of Claims.  If an  indemnified  party  believes  that it has
suffered or incurred  any Loss and  Expense,  it shall  notify the  indemnifying
party promptly in writing,  and in any event within the  applicable  time period
specified in Section 8.1, describing such Loss and Expense,  all with reasonable
particularity  and containing a reference to the provisions of this Agreement in
respect of which such Loss and Expense shall have occurred.  If any Legal Action
is  instituted  by a third  party  with  respect to which an  indemnified  party
intends  to claim any  liability  or  expense  as Loss and  Expense  under  this
Article,  such indemnified party shall promptly notify the indemnifying party of
such Legal Action, but the failure to so notify the indemnifying party shall not
relieve such indemnifying party of its obligations under this Article, except to
the extent such failure to notify prejudices such  indemnifying  party's ability
to defend against such Claim.

         8.5 Defense of Third Party Claims.  The  indemnifying  party shall have
the right to  conduct  and  control,  through  counsel  of their  own  choosing,
reasonably  acceptable to the indemnified party, any third party Legal Action or
other Claim, but the indemnified party may, at its election,  participate in the
defense  thereof at its sole cost and expense;  provided,  however,  that if the
indemnifying  party shall fail to defend any such Legal  Action or other  Claim,
then the indemnified party may defend, through counsel of its own choosing, such
Legal Action or other Claim, and (so long as it gives the indemnifying  party at
least fifteen (15) days' notice of the terms of the proposed  settlement thereof
and permits the indemnifying party to then undertake the defense thereof) settle
such Legal Action or other Claim and to recover the amount of such settlement or
of any  judgment and the  reasonable  costs and  expenses of such  defense.  The
indemnifying party shall not compromise or settle any such Legal Action or other
Claim  without the prior written  consent of the  indemnified  party;  provided,
however, that if the indemnified party fails or refuses to consent in writing to
any compromise of settlement proposed by the indemnifying party and agreed to in
writing by the  claimant in such Legal  Action or other  Claim (the  "Settlement
Proposal") within ten

                                      -37-


<PAGE>



(10) business days after receipt of written  notice of all of the material terms
and  conditions of the  Settlement  Proposal,  and such terms and conditions (a)
include a full release of the  indemnified  party from the Legal Action or other
Claim which is the subject of the Settlement Proposal and (b) if the indemnified
party is ATS, do not include any term or condition  which would  restrict in any
material  manner the continued  ownership and operations of the Meridian  Assets
and the conduct of the Meridian Business in substantially the manner theretofore
owned,  operated and conducted by Meridian,  then, unless the indemnifying party
forthwith  withdraws the Settlement  Proposal,  the indemnified  party (i) shall
have the right but not the obligation to undertake the conduct of the defense of
such Legal Action or other Claim,  and (ii) whether or not it shall so undertake
the defense of such Legal Action or other Claim, shall bear, and shall indemnify
and hold the indemnifying party harmless from, all Loss and Expense arising from
such Legal Action or other Claim (to the extent not theretofore (x) accrued with
respect to the costs and  expenses of the defense of such Legal  Action or other
Claim or (y) paid with respect to such Legal Action or other Claim) in excess of
the amount contained in the Settlement  Proposal,  it being understood,  in such
event,  that the indemnifying  party shall bear all Loss and Expense,  including
subsequently  incurred  Loss and Expense  (including  without  limitation  those
attributable  to legal  fees and  expenses)  up to the amount  contained  in the
Settlement  Proposal,  even if the ultimate  disposition of such Legal Action or
other Claim results in payments to the claimant of less than those  contained in
the Settlement Proposal.

         8.6 Exclusive Remedy. Except for fraud or willful or intentional breach
of  representation  or warranty or as  otherwise  provided in Section  9.5,  the
indemnification  provided  in this  Article  shall  be the  sole  and  exclusive
post-Closing  remedy  available to either party  against the other party for any
Claim under this Agreement.


                                    ARTICLE 9

                               GENERAL PROVISIONS


         9.1  Amendment.  This Agreement may be amended from time to time by the
parties  hereto at any time prior to the Closing Date but only by an  instrument
in writing signed by the parties hereto.

         9.2 Waiver. At any time prior to the Closing Date, except to the extent
not  permitted  by  Applicable  Law, ATS or Meridian may extend the time for the
performance  of any of the  obligations  or other  acts of the  other,  subject,
however,  to the  provisions  with respect to the  Termination  Date,  waive any
inaccuracies in the representations and warranties of the other contained herein
or in any document  delivered pursuant hereto, and waive compliance by the other
with any of the agreements,  covenants or conditions  contained herein. Any such
extension or waiver shall be valid only if set forth in an instrument in writing
signed by the party or parties to be bound thereby.

         9.3 Fees,  Expenses and Other Payments.  All California and other sales
and/or use Taxes, documentary or governmental transfer Taxes, recording fees, or
other comparable charges levied by any Authority in connection with the purchase
and sale of the Meridian Assets and the Meridian Business  contemplated  hereby,
and all Hart-Scott-Rodino filing fees, shall be borne equally by

                                      -38-


<PAGE>



Meridian  and ATS.  All title  insurance  costs and  expenses  shall be borne by
Meridian and all Environmental  Report costs and expenses shall be borne by ATS,
except that in the event this Agreement is terminated pursuant to the provisions
of Section 5.8, all such Environmental  Report costs and expenses shall be borne
by  Meridian.  All other costs and  expenses  incurred in  connection  with this
Agreement and the  consummation  of the  Transactions,  and in  compliance  with
Applicable Law and Contractual  Obligations as a consequence hereof and thereof,
including  without  limitation  fees and  disbursements  of  counsel,  financial
advisors and  accountants  incurred by the parties  hereto shall be borne solely
and  entirely  by the party which has  incurred  such costs and  expenses  (with
respect to such party, its "Expenses").

         9.4  Notices.  All  notices  and  other  communications  which  by  any
provision of this Agreement are required or permitted to be given shall be given
in  writing  and shall be (a)  mailed by  first-class  or  express  mail,  or by
recognized  courier  service,  postage  prepaid,  (b) sent by  telex,  telegram,
telecopy  or other form of rapid  transmission,  confirmed  by mailing (by first
class or express  mail,  or by  recognized  courier  service,  postage  prepaid)
written  confirmation at substantially the same time as such rapid transmission,
or (c)  personally  delivered  to the  receiving  party  (which if other than an
individual  shall be an  officer  or other  responsible  party of the  receiving
party). All such notices and communications  shall be mailed,  sent or delivered
as follows:

         (a)      If to ATS:

                  6400 North Congress Avenue, Suite 1750
                  Boca Raton, Florida 33487
                  Attention: Chief Executive Officer and
                               Chief Financial Officer
                  Telecopier No.: (407) 998-2278

                  with copies to:

                  American Radio Systems Corporation
                  116 Huntington Avenue
                  Boston, Massachusetts 02116
                  Attention:   Joseph B. Winn, Chief Financial Officer
                  Telecopier No.:  (617) 375-7575

                           and

                  Sullivan & Worcester LLP
                  One Post Office Square
                  Boston, Massachusetts 02109
                  Attention:  Norman A. Bikales, Esq.
                  Telecopier No.:  (617) 338-2880


                                      -39-


<PAGE>



         (b)      If to Meridian:

                  23501 Park Sorrento, Suite 213A
                  Calabasas, California 91302
                  Attention: E. J. Reichler, Chief Executive Officer
                  Telecopier No.:  (818) 222-2857

                  with a copy to:

                  Levinson, Miller, Jacobs & Phillips
                  1875 Century Park East, Suite 2000
                  Los Angeles, California  90067-2534
                  Attention:  Stephen I. Halper, Esq.
                  Telecopier No.:  (310) 282-0472

or to such other person(s),  telex or facsimile  number(s) or address(es) as the
party to receive any such communication or notice may have designated by written
notice to the other party.

         9.5  Specific  Performance;  Other  Rights  and  Remedies.  Each  party
recognizes and agrees that in the event the other party should refuse to perform
any of its  obligations  under this  Agreement or any Collateral  Document,  the
remedy at law would be inadequate and agrees that for breach of such provisions,
each party shall,  in addition to such other  remedies as may be available to it
at law or in equity or as  provided  in Article  7, be  entitled  to  injunctive
relief and to enforce its rights by an action for  specific  performance  to the
extent permitted by Applicable Law. Each party hereby waives any requirement for
security  or the  posting  of any bond or other  surety in  connection  with any
temporary or permanent award of injunctive, mandatory or other equitable relief.
Nothing  herein  contained  shall be  construed as  prohibiting  each party from
pursuing any other  remedies  available to it pursuant to the provisions of, and
subject to the  limitations  contained  in,  this  Agreement  for such breach or
threatened  breach.  Notwithstanding  the  foregoing  or any  provision  of this
Agreement to the contrary,  ATS shall not be entitled to specific performance or
any other remedy to the extent that the aggregate costs and expenses required to
be paid by  Meridian  arising  from the  enforcement  or exercise of such remedy
(inclusive  of  reasonable  attorneys  fees) would exceed an amount equal to the
amount of the Escrow Indemnity Fund, and after the Closing Meridian shall not be
required to expend any of its funds (other than payments by the Indemnity Escrow
Agent out of the  Escrow  Indemnity  Fund (as  reduced  in  accordance  with the
provisions  of Section  2.3) or except as provided  in Section  8.3(d)) for such
purpose.

         9.6  Severability.  If any term or provision of this Agreement shall be
held or deemed  to be, or shall in fact be,  invalid,  inoperative,  illegal  or
unenforceable  as  applied  to  any  particular  case  in  any  jurisdiction  or
jurisdictions,  or in  all  jurisdictions  or  in  all  cases,  because  of  the
conflicting of any provision with any  constitution or statute or rule of public
policy or for any other reason,  such circumstance  shall not have the effect of
rendering the provision or provisions in question invalid, inoperative,  illegal
or unenforceable in any other  jurisdiction or in any other case or circumstance
or of rendering any other  provision or  provisions  herein  contained  invalid,
inoperative,  illegal or  unenforceable to the extent that such other provisions
are not themselves actually in conflict with such constitution,  statute or rule
of public policy, but this Agreement shall be reformed and

                                      -40-


<PAGE>



construed  in any such  jurisdiction  or case as if such  invalid,  inoperative,
illegal or  unenforceable  provision  had never been  contained  herein and such
provision  reformed so that it would be valid,  operative and enforceable to the
maximum extent permitted in such  jurisdiction or in such case.  Notwithstanding
the foregoing,  in the event of any such determination the effect of which is to
Affect  Materially and Adversely  either party,  the parties shall  negotiate in
good faith to modify this  Agreement so as to effect the original  intent of the
parties as closely as possible to the fullest extent permitted by Applicable Law
in an  acceptable  manner to the end that the  Transactions  are  fulfilled  and
consummated to the maximum extent possible.

         9.7   Counterparts.   This   Agreement   may  be  executed  in  several
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same  instrument,  binding upon all of the
parties. In pleading or proving any provision of this Agreement, it shall not be
necessary to produce more than one of such counterparts.

         9.8 Section Headings.  The headings contained in this Agreement are for
reference  purposes  only  and  shall  not in any  way  affect  the  meaning  or
interpretation of this Agreement.

         9.9  Governing  Law. The  validity,  interpretation,  construction  and
performance of this Agreement  shall be governed by, and construed in accordance
with,  the  applicable  laws of the United States of America and the laws of the
State of New York  applicable to contracts made and performed in such State and,
in any event,  without giving effect to any choice or conflict of laws provision
or rule that would cause the  application  of domestic  substantive  laws of any
other jurisdiction.  Anything in this Agreement to the contrary notwithstanding,
including  without  limitation  the provisions of Article 8, in the event of any
dispute  between the parties  which results in a Legal  Action,  the  prevailing
party shall be entitled to receive from the non-prevailing  party  reimbursement
for reasonable legal fees and expenses incurred by such prevailing party in such
Legal Action.

         9.10 Further Acts. Each party agrees that at any time, and from time to
time, before and after the consummation of the transactions contemplated by this
Agreement,  it  will do all  such  things  and  execute  and  deliver  all  such
Collateral  Documents  and other  assurances,  as any other party or its counsel
reasonably  deems  necessary  or  desirable  in order to carry out the terms and
conditions of this  Agreement  and the  transactions  contemplated  hereby or to
facilitate  the enjoyment of any of the rights  created  hereby or to be created
hereunder.

         9.11 Entire Agreement;  Separate  Agreements.  This Agreement (together
with  the  Meridian  Disclosure  Schedule  and the  other  Collateral  Documents
delivered  in  connection  herewith),  constitutes  the entire  agreement of the
parties and supersedes all prior agreements and  undertakings,  both written and
oral, between the parties, with respect to the subject matter hereof,  including
without  limitation that certain letter of intent,  dated July 24, 1996, between
the  parties.  ATS  acknowledges  that (i)  Meridian,  MRS and MCN are  separate
parties with differing  ownership,  (ii) this Agreement and the Other Agreements
are  separate  agreements,  and  (iii)  Meridian  shall  have no  obligation  or
liability with respect to the Other Agreements or any claims made thereunder.



                                      -41-


<PAGE>



         9.12  Assignment.  This Agreement  shall not be assignable by any party
and any such  assignment  shall be null and void,  except that it shall inure to
the benefit of and by binding  upon any  successor  to any party by operation of
law,  including by way of merger,  consolidation or sale of all or substantially
all of its assets,  and ATS may assign its rights and remedies  hereunder to any
bank or other financial institution which has loaned funds or otherwise extended
credit to it.

         9.13  Parties in  Interest.  This  Agreement  shall be binding upon and
inure  solely to the  benefit of each  party,  and  nothing  in this  Agreement,
express or implied,  is  intended to or shall  confer upon any Person any right,
benefit or remedy of any nature whatsoever under or by reason of this Agreement,
except as otherwise provided in Section 9.12.

         9.14 Mutual Drafting. This Agreement is the result of the joint efforts
of Meridian  and ATS, and each  provision  hereof has been subject to the mutual
consultation,  negotiation  and  agreement  of the parties and there shall be no
construction  against  either  party based on any  presumption  of that  party's
involvement in the drafting thereof.

         9.15  Venue.  In the  event of any Legal  Action  between  the  parties
arising out of this  Agreement,  the  parties  agree to submit the matter to the
appropriate  municipal,  state or federal court  sitting in Los Angeles  County,
California, and the parties agree to submit to the jurisdiction of such courts.

         9.16 Meridian Disclosure Schedule.  Meridian will deliver to ATS, on or
before  February  21,  1997,  the  Meridian  Disclosure  Schedule  and all other
documents (including the interim financial statements constituting a part of the
Meridian Financial  Statements) required to be delivered by Meridian pursuant to
Article 3 of this Agreement.  Without  limiting the generality of the foregoing,
the  Meridian  Disclosure  Schedule  shall set forth  Meridian's  proposal  with
respect to which (a) authorizations,  consents, waivers, orders or approvals are
proposed to be a condition  of Closing  pursuant  to the  provisions  of Section
6.1(a),  (ii) which Private  Authorizations,  Leases and Material Agreements and
which  modifications,  if any, of Leases and other  Contractual  Obligations are
proposed to be a condition  to Closing  pursuant  to the  provisions  of Section
6.2(d), and (iii) which permits,  consents or other Governmental  Authorizations
of the United  States  Forest  Service are proposed to be a condition to Closing
pursuant to the provisions of Section 6.2(m).

         ATS shall have the right,  for a period  commencing upon its receipt of
the  Meridian  Disclosure  Schedule  and each other  document  (other  than such
interim financial  statements)  together with a letter from Meridian  indicating
that such delivery  constitutes a "final and complete" delivery pursuant to this
Section and terminating at 11:59 p.m. on the fifteenth (15th) day following such
receipt,  (a) to terminate this Agreement,  if the Meridian  Disclosure Schedule
reveals  any  Event of which it was  unaware  as of the date of this  Agreement,
which unknown Events,  individually  or in the aggregate,  would have a Material
Adverse Effect on Meridian,  and (b) to propose to Meridian  alternatives  as to
which (i)  authorizations,  consents,  waivers,  orders or approvals are to be a
condition of Closing  pursuant to the provisions of Section  6.1(a),  (ii) which
Private Authorizations,  Leases and Material Agreements and which modifications,
if any, of Leases and other  Contractual  Obligations  are to be a condition  to
Closing  pursuant to the provisions of Section 6.2(d),  and (iii) which permits,
consents  or other  Governmental  Authorizations  of the  United  States  Forest
Service are to be a condition to Closing  pursuant to the  provisions of Section
6.2(m). ATS shall have a

                                      -42-


<PAGE>



further right to terminate this Agreement for a period of five (5) business days
following  receipt  of such  interim  financial  statements  marked  "final  and
complete" if such interim financial  statements indicate that a Material Adverse
Change in  Meridian  has  occurred  of which ATS was unaware of the date of this
Agreement.

         Anything in this Section  9.16 or  elsewhere  in this  Agreement to the
contrary  notwithstanding,  Meridian  shall  not be  obligated  to  agree to any
proposal of ATS  pursuant to clause (b) of the first  sentence of the  preceding
paragraph  and neither  Meridian nor ATS shall be obligated to negotiate in good
faith with respect to resolving  such matters and each may make a  determination
to terminate in its sole and absolute discretion.  In the event ATS and Meridian
do not agree in writing on the resolution of matters raised by any proposal made
by ATS  pursuant  to such  clause (b) on or prior to ten (10)  business  days of
receipt by Meridian of any such  proposal of ATS (the "Interim  Period")  either
party may, on or prior to ten (10)  business  days (the  "Termination  Period"),
following the expiration of the Interim Period, terminate this Agreement. In the
event neither party shall have so terminated  this  Agreement on or prior to the
expiration  of the  Termination  Period,  or, in the event ATS makes no proposal
pursuant to clause (b) of the preceding paragraph, this Agreement shall continue
in full force and effect and the original  proposal of Meridian (as set forth in
the Meridian Disclosure  Schedule) shall control for purposes of determining the
conditions of Closing set forth in Section 6.1(a), 6.2(d) and 6.2(m).



                                      -43-


<PAGE>



         IN WITNESS  WHEREOF,  ATS and Meridian have caused this Agreement to be
executed  as of the  date  first  written  above by  their  respective  officers
thereunto duly authorized.

                                    American Tower Systems, Inc.


                                    By:_____________________________________
                                         Name:
                                         Title:

                                    Meridian Sales and Services Company


                                    By:______________________________________
                                         Name:
                                         Title:

         The undersigned,  E.J. Reichler, the principal shareholder of Meridian,
hereby acknowledges and agrees to be bound by the provisions of Section 8.3(d).


                                    ----------------------------------
                                               E. J. Reichler



                                      -44-


<PAGE>



                                                                      APPENDIX A

                                   DEFINITIONS

         As used in this Agreement,  unless the context otherwise requires,  the
following  terms  (or any  variant  in the  form  thereof)  have  the  following
respective  meanings.  Terms  defined in the  singular  shall have a  comparable
meaning when used in the plural, and vice versa, and the reference to any gender
shall be deemed to include all genders.  Unless otherwise defined or the context
otherwise clearly  requires,  terms for which meanings are provided herein shall
have such  meanings  when used in the  Meridian  Disclosure  Schedule,  and each
Collateral  Document  executed or required  to be  executed  pursuant  hereto or
thereto or otherwise  delivered,  from time to time, pursuant hereto or thereto.
References  to "hereof",  "herein" or similar terms are intended to refer to the
Agreement  as a whole and not a  particular  Section,  and  references  to "this
Section"  are  intended  to refer to the  entire  Section  and not a  particular
subsection thereof.  The term "either party" shall, unless the context otherwise
requires, refer to Meridian and ATS.

         Acceptance Notice shall have the meaning given to it in Section 2.2(a).

         Accounts Receivable shall mean (a) any and all rights to the payment of
money or other forms of  consideration  of any kind at any time now or hereafter
owing or to be owing to Meridian  attributable  to the ownership or operation of
the Meridian Business (whether  classified under the Uniform  Commercial Code of
any state as accounts,  contract rights,  chattel paper,  general intangibles or
otherwise),  including without limitation accounts receivable, letters of credit
and the right to receive payment thereunder,  chattel paper, insurance proceeds,
contract rights, notes, drafts,  instruments,  documents,  acceptances,  and all
other debts, obligations and liabilities in whatever form now or hereafter owing
from any other Person, all guarantees, security and Liens for the payment of any
thereof, and all of Meridian's rights to goods, now owned or hereafter acquired,
sold (delivered,  undelivered,  in transit or returned) which may be represented
thereby; and (b) all proceeds of any of the foregoing.

         Adverse,  Adversely, when used alone or in conjunction with other terms
(including  without  limitation  "Affect," "Change" and "Effect") shall mean any
Event which is reasonably likely, in the reasonable business judgment of ATS, to
be expected to (a)  adversely  affect the  validity  or  enforceability  of this
Agreement  or  the  likelihood  of  consummation  of  the  Transactions,  or (b)
adversely affect the business, operations,  management, properties or prospects,
or the  condition,  financial or other,  or results of operation of the Meridian
Business,  or (c) impair Meridian's ability to fulfill its obligations under the
terms of this  Agreement,  or (d)  adversely  affect  the  aggregate  rights and
remedies  of ATS  under  this  Agreement.  Notwithstanding  the  foregoing,  and
anything in this Agreement to the contrary notwithstanding,  any Event generally
affecting the economy or any  identifiable  segment thereof,  including  without
limitation  the  industries  in which  Meridian  does  business  and in which it
competes,  shall not be deemed to constitute an Adverse Change,  have an Adverse
Effect or to Adversely Affect or Effect.

         Additional  Title Matter shall have the meaning  given to it in Section
5.7.


                                       A-1


<PAGE>



         Affiliate,  Affiliated shall mean, with respect to any Person,  (a) any
other Person at the time  directly or indirectly  controlling,  controlled by or
under direct or indirect  common control with such Person,  (b) any other Person
of which such Person at the time owns, or has the right to acquire,  directly or
indirectly,  twenty  percent  (20%) or more of any class of the capital stock or
beneficial  interest,  (c) any other Person  which at the time owns,  or has the
right to acquire,  directly or  indirectly,  twenty percent (20%) or more of any
class of the  capital  stock or  beneficial  interest  of such  Person,  (d) any
executive  officer  or  director  of  such  Person,  (e)  with  respect  to  any
partnership,  joint venture or similar Entity, any general partner thereof,  and
(f) when used with respect to an  individual,  shall  include any member of such
individual's immediate family or a family trust.

         Agreement shall mean this Agreement as originally in effect, including,
unless  the  context  otherwise  specifically  requires,  this  Appendix  A, the
Meridian Disclosure Schedule and all exhibits hereto, and as any of the same may
from time to time be supplemented,  amended,  modified or restated in the manner
herein or therein provided.

         Applicable Law shall mean any Law of any Authority, whether domestic or
foreign,  including  without  limitation  the  FCA  and all  federal  and  state
securities and  Environmental  Laws, to which a Person is subject or by which it
or any of its business or operations is subject or any of its property or assets
is bound.

         Applicable Principles shall mean (a) with respect to Meridian Financial
Statements  for  periods  ending  prior to November  30,  1996,  tax  accounting
principles  and (b) with respect to Meridian  Financial  Statements  for periods
ending on or after November 30, 1996, generally accepted accounting principles.

         Approved Title  Conditions shall mean any one or more of the following:
(a) Liens for real property taxes and assessments not then  delinquent;  (b) the
Lien of  supplemental  Taxes assessed  pursuant to Chapter 3.5  commencing  with
Section 75 of the California  Revenue and Taxation Code, to the extent that such
supplemental  Taxes are  attributable to the  transactions  contemplated by this
Agreement;  (c) matters set forth on the Title  Reports  other than  Disapproved
Title  Matters;  and (d)  matters of title  created  following  the date of this
Agreement by or with the written consent of ATS.

         Assets shall mean the business and the tangible and  intangible  assets
owned by Meridian  and used in  connection  with the conduct of the  business or
operations  of the  Meridian  Business,  which  business  and  assets  are being
exchanged,  transferred  or  otherwise  conveyed  hereunder,  including  without
including without limitation the following:

                  (a)      the Personal Property;

                  (b)      the Real Property;

                  (c)   the   Governmental   Authorizations,   to   the   extent
         transferable;

                  (d)      the Private Authorizations;

                  (e)  the  Contracts   (other  than  the  Meridian   Nonassumed
         Obligations);

                                       A-2


<PAGE>




                  (f) the corporate name of Meridian and all variations thereof;

                  (g)  all   Intellectual   Property   and   other   proprietary
         information,  which relate to the Meridian Business,  including without
         limitation,  technical  information  and data,  machinery and equipment
         warranties, maps, computer discs and tapes, plans, diagrams, blueprints
         and schematics,  including filings with all Authorities which relate to
         the Meridian Business;

                  (h) all claims,  choses in action and rights under  warranties
         (to the extent  transferable)  relating to the Meridian Business or any
         of the Meridian Assets;

                  (i)  all  books  and  records  relating  to the  ownership  or
         operation  of the  Meridian  Assets  or  the  conduct  of the  Meridian
         Business,  including executed copies of Leases, Material Agreements and
         other written Contracts,  and all records required by Applicable Law to
         be kept, subject to the right of the conveying party to have such books
         and records  made  available  to it for such time as may be  reasonably
         required in connection with audits, defense or prosecution of lawsuits,
         or other legitimate  business  purposes.  The records  described herein
         shall not  include  corporate  seals,  certificates  of  incorporation,
         minute books,  stock books,  tax returns or other records  having to do
         with the corporate organization of Meridian; and

                  (j)  any  and all  products,  profits  and  proceeds  of,  and
         including  without  limitation  any Claims with  respect to, any of the
         foregoing;

provided, however, that notwithstanding the foregoing, the term Assets shall not
include any of the Excluded Assets.

         ATS shall have the meaning given to it in the Preamble.

         ATS Assumable  Agreements shall have the meaning given to it in Section
2.2(b).

         Authority shall mean any governmental or quasi-governmental  authority,
whether  administrative,  executive,  judicial,  legislative  or  other,  or any
combination   thereof,   including  without   limitation  any  federal,   state,
territorial,   county,   municipal  or  other   government  or  governmental  or
quasi-governmental agency, arbitrator,  authority,  board, body, branch, bureau,
central bank or comparable  agency or Entity,  commission,  corporation,  court,
department,  instrumentality,  master, mediator, panel, referee, system or other
political unit or  subdivision or other Entity of any of the foregoing,  whether
domestic or foreign., including without limitation the FCC.

         Benefit Arrangement shall mean any material benefit arrangement that is
not a Plan,  including  (a)  any  employment  or  consulting  agreement  (b) any
arrangement providing for insurance coverage or workers' compensation  benefits,
(c) any  incentive  bonus or deferred  bonus  arrangement,  (d) any  arrangement
providing termination  allowance,  severance or similar benefits, (e) any equity
compensation plan, (f) any deferred  compensation plan, and (g) any compensation
policy and  practice,  but only to the  extent  that it covers or relates to any
officer, employee or other Person

                                       A-3


<PAGE>



involved  in the  ownership  and  operation  of the Assets or the conduct of the
business of the Meridian Business.

         Claims shall mean any and all debts, liabilities,  obligations, losses,
damages,  deficiencies,  assessments  and  penalties,  together  with all  Legal
Actions, pending or threatened, claims and judgments of whatever kind and nature
relating  thereto,  and all fees, costs,  expenses and disbursements  (including
without  limitation  reasonable  attorneys'  and  other  legal  fees,  costs and
expenses) relating to any of the foregoing.

         Closing shall have the meaning given to it in Section 2.3.

         Closing Date shall have the meaning given to it in Section 2.3.

         COBRA shall mean the Consolidated Omnibus Budget  Reconciliation Act of
1985,  as  amended,  as set  forth  in  Section  4980B of the Code and Part 6 of
Subtitle B of Title I of ERISA.

         Code shall mean the Internal  Revenue  Code of 1986,  and the rules and
regulations  thereunder,  all as from time to time in effect,  or any  successor
law,  rules or  regulations,  and any  reference to any  statutory or regulatory
provision  shall be deemed  to be a  reference  to any  successor  statutory  or
regulatory provision.

         Collateral  Document  shall mean the Escrow  Agreement,  the  Indemnity
Escrow Agreement,  the Meridian License  Agreement,  the Nonassumable  Contracts
Agreement,  the Reichler  Noncompetition  Agreement,  deeds (warrantying against
Meridian's  acts),  bills  of  sale,  assignments  of  intangibles,   assumption
agreements with respect to the Meridian Assumed  Obligations,  other instruments
of conveyance and assignment sufficient to vest in ATS title to all of the other
Meridian Assets and the Meridian Business, and any other agreement, certificate,
contract,  instrument,  notice,  opinion or other document delivered pursuant to
the provisions of this Agreement or any Collateral Document.

         Collection Period shall have the meaning given to it in Section 2.4.

         Construction  Adjustment  shall have the meaning given to it in Section
2.3.

         Contract,  Contractual  Obligation shall mean any agreement  (including
without  limitation any Lease),  arrangement,  commitment,  contract,  covenant,
indemnity,  undertaking  or other  obligation  or liability  which  involves the
ownership or  operation  of the  Meridian  Assets or the conduct of the Meridian
Business,  other  than  pursuant  to a  Governmental  Authorization  or  Private
Authorization.

         Control (including the terms  "controlled,"  "controlled by" and "under
common  control with") shall mean the  possession,  directly or indirectly or as
trustee  or  executor,  of the power to direct  or cause  the  direction  of the
management or policies of a Person,  or the  disposition of such Person's assets
or  properties,  whether  through  the  ownership  of  stock,  equity  or  other
ownership,

                                       A-4


<PAGE>



by  contract,  arrangement  or  understanding,  or as  trustee or  executor,  by
contract or credit arrangement or otherwise.

         Disapproved  Environmental Matter shall have the meaning given to it in
Section 5.8.

         Disapproved  Title Matter shall have the meaning given to it in Section
5.7.

         Escrow Agent shall have the meaning  given to it in the fourth  Whereas
paragraph.

         Escrow  Agreement  shall  have the  meaning  given to it in the  fourth
Whereas paragraph.

         Escrow Deposit shall have the meaning given to it in the fourth Whereas
paragraph.

         Employment  Arrangement  shall  mean,  with  respect to  Meridian,  any
employment,  consulting,  retainer,  severance or similar  contract,  agreement,
plan,  arrangement or policy (exclusive of any which is terminable within thirty
(30) days without  liability,  penalty or payment of any kind by Meridian or any
Affiliate), or providing for severance, termination payments, insurance coverage
(including any  self-insured  arrangements),  workers  compensation,  disability
benefits,   life,  health,   medical,   dental  or   hospitalization   benefits,
supplemental unemployment benefits,  vacation or sick leave benefits, pension or
retirement benefits or for deferred compensation, profit-sharing, bonuses, stock
options,  stock  purchase or  appreciation  rights or other  forms of  incentive
compensation  or  post-retirement  insurance,  compensation  or  post-retirement
insurance, compensation or benefits, or any collective bargaining or other labor
agreement,  whether or not any of the foregoing is subject to the  provisions of
ERISA, but only to the extent that it covers or relates to any officer, employee
or other Person involved in the ownership or operation of the Meridian Assets or
the conduct of the Meridian Business.

         Encumber  shall  mean  to  suffer,  accept,  agree  to  or  permit  the
imposition of a Lien.

         Entity shall mean any corporation,  firm, unincorporated  organization,
association,  partnership,  limited  liability  company,  trust  (inter vivos or
testamentary),  estate of a deceased, insane or incompetent individual, business
trust,  joint stock  company,  joint  venture or other  organization,  entity or
business,  whether acting in an individual,  fiduciary or other capacity, or any
Authority.

         Environmental  Company  shall have the  meaning  given to it in Section
5.8.

         Environmental Law shall mean any Law relating to or otherwise  imposing
liability or  standards of conduct  concerning  pollution or  protection  of the
environment,   including   without   limitation   Laws  relating  to  emissions,
discharges,  releases or  threatened  releases of  Hazardous  Materials or other
chemicals or  industrial  pollutants,  substances,  materials or wastes into the
environment (including,  without limitation,  ambient air, surface water, ground
water,  mining or reclamation or mined land, land surface or subsurface  strata)
or otherwise relating to the manufacture,  processing, generation, distribution,
use, treatment, storage, disposal, cleanup, transport or handling of pollutants,
contaminants,  chemicals or industrial, toxic or hazardous substances, materials
or wastes. Environmental Laws shall include without limitation the

                                       A-5


<PAGE>



Comprehensive Environmental Response,  Compensation and Liability Act (42 U.S.C.
Section 6901 et seq.),  the  Hazardous  Material  Transportation  Act (49 U.S.C.
Section  1801 et seq.),  the Resource  Conservation  and Recovery Act (42 U.S.C.
Section  6901 et seq.),  the  Federal  Water  Pollution  Control  Act (33 U.S.C.
Section 1251 et seq.),  the Clean Air Act (42 U.S.C.  Section 7401 et seq.), the
Toxic Substances Control Act (15 U.S.C.  Section 2601 et seq.), the Occupational
Safety and Health Act (29 U.S.C.  Section 651 et seq.), the Federal  Insecticide
Fungicide and  Rodenticide Act (7 U.S.C.  Section 136 et seq.),  and the Surface
Mining Control and Reclamation Act of 1977 (30 U.S.C. Section 1201 et seq.), and
any  analogous  federal,  state,  local or  foreign,  Laws,  and the  rules  and
regulations  promulgated  thereunder all as from time to time in effect, and any
reference  to any  statutory  or  regulatory  provision  shall be deemed to be a
reference to any successor statutory or regulatory provision.

         Environmental Permit shall mean any Governmental Authorization required
by or pursuant to any Environmental Law.

         Environmental  Real  Property  shall  have the  meaning  given to it in
Section 5.8.

         Environmental  Reports  shall have the  meaning  given to it in Section
5.8.

         ERISA shall mean the Employee  Retirement  Income Security Act of 1974,
and the rules and regulations thereunder, all as from time to time in effect, or
any successor law, rules or  regulations,  and any reference to any statutory or
regulatory  provision  shall  be  deemed  to be a  reference  to  any  successor
statutory or regulatory provision.

         ERISA  Affiliate  shall  mean any  Person  that is  treated as a single
employer with Meridian  under  Sections  414(b),  (c), (m) or (o) of the Code or
Section 4001(b)(1) of ERISA.

         Event  shall  mean the  existence  or  occurrence  of any act,  action,
activity,  circumstance,  condition,  event,  fact,  failure  to act,  omission,
incident or practice, or any set or combination of any of the foregoing.

         Exchange Act shall mean the  Securities  Exchange Act of 1934,  and the
rules and  regulations  thereunder,  all as from time to time in effect,  or any
successor  law,  rules or  regulations,  and any  reference to any  statutory or
regulatory  provision  shall  be  deemed  to be a  reference  to  any  successor
statutory or regulatory provision.

         Excluded Assets shall have the meaning given to it in Section 2.1.

         FCA  shall  mean the  Communication  Act of  1934,  and the  rules  and
regulations  thereunder,  all as from time to time in effect,  or any  successor
law,  rules or  regulations,  and any  reference to any  statutory or regulatory
provision  shall be deemed  to be a  reference  to any  successor  statutory  or
regulatory provision.

         FCC shall mean the Federal Communications  Commission and shall include
any successor Authority.


                                       A-6


<PAGE>



         Final  Order  shall  mean,  with  respect to any  Authority,  including
without  limitation  the FCC, one with respect to which no appeal,  no stay,  no
petition or application for rehearing, reconsideration,  review or stay, whether
on motion of the applicable Authority or other Person or otherwise, and no other
Legal Action contesting such consent or approval, is in effect or pending and as
to  which  the  time or  deadline  for  filing  any  such  appeal,  petition  or
application  or other Legal  Action has expired or, if filed,  has been  denied,
dismissed or  withdrawn,  and the time or deadline for  instituting  any further
Legal Action has expired.

         GAAP shall mean generally accepted  accounting  principles as in effect
from time to time in the United States of America.

         Governmental  Authorizations  shall  mean all  approvals,  concessions,
consents,   franchises,   licenses,  permits,  plans,  registrations  and  other
authorizations  of all  Authorities,  including  without  limitation  the United
States Forest Service (other than Leases from the United States Forest  Service)
and the Federal  Aviation  Administration,  in connection  with the ownership or
operation of the Meridian Assets or the conduct of the Meridian Business.

         Governmental  Filings shall mean all filings,  including  franchise and
similar Tax  filings,  and the payment of all fees,  assessments,  interest  and
penalties associated with such filings, with all Authorities.

         Hart-Scott-Rodino  Act  shall  mean  the  Hart-Scott-Rodino   Antitrust
Improvements Act of 1976, and the rules and regulations thereunder,  all as from
time to time in effect,  or any successor  law,  rules or  regulations,  and any
reference  to any  statutory  or  regulatory  provision  shall be deemed to be a
reference to any successor statutory or regulatory provision.

         Hazardous  Materials  shall mean and include any  substance,  material,
waste, constituent, compound, chemical, natural or man-made element or force (in
whatever state of matter):  (a) the presence of which requires  investigation or
remediation under any Environmental  Law, or (b) that is defined as a "hazardous
waste" or  "hazardous  substance"  under any  Environmental  Law; or (c) that is
toxic, explosive,  corrosive,  etiologic,  flammable,  infectious,  radioactive,
carcinogenic,   mutagenic  or  otherwise  hazardous  and  is  regulated  by  any
applicable Authority or subject to any Environmental Law; or (d) the presence of
which on the real property owned or leased by such Person causes or threatens to
cause a nuisance upon any such real property or to adjacent  properties or poses
or threatens to pose a hazard to the health or safety of persons on or about any
such real property;  or (e) the presence of which on adjacent  properties  could
constitute a trespass by such Person; or (f) that contains gasoline, diesel fuel
or other  petroleum  hydrocarbons,  or any  by-products  or  fractions  thereof,
natural gas,  polychlorinated  biphenyls ("PCBs") and PCB-containing  equipment,
radon or other radioactive elements,  ionizing radiation,  electromagnetic field
radiation  and other  non-ionizing  radiation,  sonic  forces and other  natural
forces,  lead,  asbestos or  asbestos-  containing  materials  ("ACM"),  or urea
formaldehyde foam insulation.

         Indebtedness  shall mean,  with  respect to any Person,  (a) all items,
except  items of  capital  stock or of  surplus  or of  general  contingency  or
deferred tax reserves or any minority  interest in any Subsidiary of such Person
to the extent such interest is treated as a liability with indeterminate term on
the  consolidated  balance sheet of such Person,  which in accordance  with GAAP
would be

                                       A-7


<PAGE>



included in  determining  total  liabilities as shown on the liability side of a
balance sheet of such Person,  (b) all obligations  secured by any Lien to which
any  property or asset  owned or held by such Person is subject,  whether or not
the obligation  secured  thereby shall have been assumed,  and (c) to the extent
not otherwise included, all Contractual  Obligations of such Person constituting
capitalized  leases and all  obligations  of such Person with  respect to Leases
constituting part of a sale and leaseback arrangement.

         Indebtedness  for Money Borrowed shall mean,  with respect to Meridian,
money borrowed and Indebtedness represented by notes payable and drafts accepted
representing   extensions  of  credit,  all  obligations   evidenced  by  bonds,
debentures,  notes or other similar instruments, the maximum amount currently or
at any time thereafter  available to be drawn under all  outstanding  letters of
credit  issued  for the  account of such  Person,  all  Indebtedness  upon which
interest  charges are  customarily  paid by such  Person,  and all  Indebtedness
(including  capitalized lease obligations)  issued or assumed as full or partial
payment  for  property  or  services,  whether  or not any such  notes,  drafts,
obligations or Indebtedness represent Indebtedness for money borrowed, but shall
not include (a) trade payables,  (b) expenses  accrued in the ordinary course of
business,  (c) customer advance payments and customer  deposits  received in the
ordinary course of business,  or (d) conditional sales agreements not prohibited
by the terms of this Agreement.

         Indemnity  Escrow  Agent shall have the meaning  given to it in Section
6.2(k).

         Indemnity  Escrow  Agreement  shall  have  the  meaning  given to it in
Section 6.2(k).

         Indemnity  Escrow  Fund shall have the  meaning  given to it in Section
2.3.

         Insured  Real  Property  shall have the meaning  given to it in Section
5.7.

         Intangible  Assets shall mean all assets and property  lacking physical
properties the evidence of ownership of which must  customarily be maintained by
independent  registration,  documentation,  certification,  recordation or other
means,  and  shall  include,   without  limitation,   concessions,   copyrights,
franchises,  license, patents, permits, service marks, trademarks,  trade names,
and applications with respect to any of the foregoing, technology and know-how.

         Interim Period shall have then meaning given to it in Section 9.16.

         Intellectual  Property  shall mean any and all  research,  information,
inventions,  designs,  procedures,  developments,   discoveries,   improvements,
patents and applications therefor, trademarks and applications therefor, service
marks, trade names copyrights and applications  therefor,  logos, trade secrets,
drawing, plans, systems,  methods,  specifications,  computer software programs,
tapes, discs and related data processing  software (including without limitation
object and source  codes)  owned by such Person or in which it has an  ownership
interest  and all other  manufacturing,  engineering,  technical,  research  and
development data and know-how made, conceived, developed and/or acquired by such
Person,  which  relate  to the  manufacture,  production  or  processing  of any
products  developed  or sold by such  Person or which are within the scope of or
usable in connection  with such Person's  business as it may, from time to time,
hereafter be conducted or proposed to be conducted.

                                       A-8


<PAGE>



         Law shall mean any (a) administrative,  judicial,  legislative or other
action,  code,  consent  decree,  constitution,  decree,  directive,  enactment,
finding, guideline, law, injunction, interpretation, judgment, order, ordinance,
policy statement,  proclamation,  promulgation,  regulation,  requirement, rule,
rule of law, rule of public policy,  settlement  agreement,  statute, or writ or
any  Authority,  domestic  or  foreign;  (b) the common  law,  or other legal or
quasi-legal  precedent;  or (c)  arbitrator's,  mediator's  or referee's  award,
decision,  finding or recommendation;  including, in each such case or instance,
any interpretation,  directive,  guideline or request, whether or not having the
force of law including, in all cases, without limitation any particular section,
part or provision thereof.

         Lease  shall mean any lease of  property,  whether  real,  personal  or
mixed, and all amendments thereto.

         Legal  Action  shall  mean,  with  respect to any  Person,  any and all
litigation   or   legal   or   other   actions,   arbitrations,   counterclaims,
investigations, proceedings, requests for material information by or pursuant to
the  order of any  Authority  or  suits,  at law or in  arbitration,  equity  or
admiralty,  whether or not  purported  to be  brought on behalf of such  Person,
affecting such Person or any of such Person's business, property or assets.

         Lien shall mean any of the  following:  mortgage;  lien  (statutory  or
other);  or other security  agreement,  arrangement or interest;  hypothecation,
pledge  or  other  deposit  arrangement;  assignment;  charge;  levy;  executory
seizure;   attachment;   garnishment;   encumbrance   (including  any  easement,
exception,  reservation or limitation,  right of way, and the like); conditional
sale,  title  retention  or other  similar  agreement,  arrangement,  device  or
restriction;   preemptive  or  similar  right;  any  financing  lease  involving
substantially  the same economic  effect as any of the foregoing;  the filing of
any financing  statement under the Uniform  Commercial Code or comparable law of
any  jurisdiction;  restriction on sale,  transfer,  assignment,  disposition or
other alienation; or any option, equity, claim or right of or obligation to, any
other Person, of whatever kind and character.

         Loss and Expense shall have the meaning given to it in Section 8.2.

         Material, Materially or materiality for the purposes of this Agreement,
shall, unless specifically stated to the contrary,  be determined without regard
to the fact that various  provisions of this Agreement set forth specific dollar
amounts.

         Material   Agreement  shall  mean,   with  respect  to  Meridian,   any
Contractual  Obligation (other than Governmental  Authorizations)  which (a) was
not entered into in the ordinary course of business, (b) was entered into in the
ordinary  course of business  which (i) involved the purchase,  sale or lease of
goods or  materials,  or purchase of  services,  aggregating  more than  $20,000
during any of the last three fiscal years,  (ii) extends for more than three (3)
months,  or (iii) is not  terminable on thirty (30) days or less notice  without
penalty  or other  payment,  (c)  involves a  capitalized  lease  obligation  or
Indebtedness  for Money  Borrowed,  (d) is or  otherwise  constitutes  a written
agency,  broker,  dealer,  license,  distributorship,  sales  representative  or
similar written agreement, (e) accounted for more than three percent (3%) of the
revenues of the  Meridian  Business in any of the last three  fiscal years or is
likely to account for more than three  percent  (3%) of revenues of the Meridian
Business  during the current  fiscal year,  (d) is with the United States Forest
Service or any

                                       A-9


<PAGE>



other Authority, or (e) involves the management by Meridian of any communication
tower of any other Person.

         MCN shall have the meaning given to it in the fourth Whereas paragraph.

         Meridian shall have the meaning given to it in the Preamble.

         Meridian Assets shall have the meaning given to it in Section 2.1.

         Meridian  Assumed  Obligations  shall have the  meaning  given to it in
Section 2.2(a).

         Meridian  Business  shall  have the  meaning  given  them in the  first
Whereas paragraph.

         Meridian   Disclosure  Schedule  shall  mean  the  Meridian  Disclosure
Schedule  dated as of the date of this  Agreement  delivered by Meridian to ATS.
Anything in this  Agreement  to the  contrary  notwithstanding,  all matters set
forth under a specific Section number of the Meridian Disclosure Schedule (or in
any agreement,  instrument or other document specifically  referenced therein to
the extent a copy  thereof  has been  delivered  to ATS) shall be deemed to have
been fully  disclosed  and set forth under all other  Sections  of the  Meridian
Disclosure Schedule.

         Meridian  Employees  shall  have the  meaning  given it in the  Section
3.15(a).

         Meridian  Financial  Statements  shall have the meaning  given to it in
Section 3.2(b).

         Meridian  Indemnified  Parties  shall have the  meaning  given to it in
Section 8.2(d).

         Meridian  License  Agreement  shall  have  the  meaning  given to it in
Section 6.3(g).

         Meridian  Nonassumed  Obligations shall have the meaning given to it in
Section 2.2(b).

         Meridian's  current actual knowledge shall mean the actual knowledge of
any Meridian director or executive officer, as such knowledge exists on the date
of  this  Agreement  and on no  later  date,  without  any  duty of  inquiry  or
investigation on the part of such director or executive  officer and without any
review  of  (i)  Meridian's  Contracts,  Governmental  Authorizations,   Private
Authorizations,  files,  books or records or (ii) public records or the files or
records of any Authority.

         Meridian's  knowledge  shall mean the actual  knowledge of any Meridian
director or officer,  as such knowledge exists on the date of this Agreement and
no later date, after reasonable review of appropriate Meridian records.

         MRS shall have the meaning given to it in the fourth Whereas paragraph.

         Multiemployer  Plan shall mean a Plan which is a  "multiemployer  plan"
within the meaning of Section 4001(a)3 of ERISA.


                                      A-10


<PAGE>



         New Sites shall have the meaning to it in Section 2.3.

         New Sites  Assumed  Obligations  shall have the meaning  given to it in
Section 2.2(a).

         Nonassignable Contracts shall have the meaning to it in Section 2.2(a).

         Nonassignable  Contracts  Agreement  shall  have the  meaning  to it in
Section 2.2(a).

         Organic  Document  shall  mean,  with  respect  to a Person  which is a
corporation,  its charter,  its by-laws and all shareholder  agreements,  voting
trusts and similar arrangements applicable to any of its capital stock and, with
respect to a Person which is a  partnership,  its agreement and  certificate  of
partnership,  any  agreements  among  partners,  and any  management and similar
agreements  between the partnership  and any general  partners (or any Affiliate
thereof).

         Otay Mountain  Litigation shall have the meaning given to it in Section
2.1.

         Other  Agreement(s)  shall have the  meaning  given to it in the fourth
Whereas paragraph,  it being understood by the parties,  however, that the Other
Agreement which relates to MCN may be modified to reflect the acquisition by ATS
of the  partnership  interest  of  Reichler  in MCN  rather  than the assets and
business  of MCN  and  that  all  references  in  this  Agreement  to the  Other
Agreements,  insofar  as they  relate to MCN shall be  deemed  to  include  such
understanding.

         PBGC shall mean the Pension Benefit Guaranty Corporation and any Entity
succeeding to any or all of its functions under ERISA.

         Permitted  Liens shall mean (a) Liens for current taxes not yet due and
payable, (b) such imperfections of title, easements,  encumbrances and mortgages
or  other  Liens,  if  any,  as  are  not,  individually  or in  the  aggregate,
substantial in character,  amount or extent and do not  Materially  detract from
the value, or Materially interfere with the present use, of the property subject
thereto or affected thereby,  or otherwise  Materially impair the conduct of the
Meridian  Business,  and (c) such other Liens as are permitted by the provisions
of this Agreement to be in place on the Closing Date.

         Person shall mean any natural individual or any Entity.

         Personal  Property shall mean all of the machinery,  equipment,  tools,
vehicles, furniture, leasehold improvements, office equipment, plant, inventory,
spare parts and other  tangible  personal  property which are owned or leased by
Meridian and used or useful as of the date hereof in the conduct of the business
or  operations  of the  Meridian  Business,  plus  such  additions  thereto  and
deletions  therefrom arising in the ordinary course of business between the date
hereof and the Closing Date.  Personal Property includes without  limitation the
communication  towers,  buildings and other fixtures and improvements located on
Real Property.

         Plan shall mean,  with respect to any Person and at a particular  time,
any employee benefit plan which is covered by ERISA and in respect of which such
Person or an ERISA Affiliate is (or,

                                      A-11


<PAGE>



if such plan were terminated at such time,  would under Section 4069 of ERISA be
deemed to be) an "employer" as defined in Section 3(5) of ERISA, but only to the
extent  that it covers or  relates  to any  officer,  employee  or other  Person
involved  in the  ownership  and  operation  of the Assets or the conduct of the
business of the Meridian Business.

         Private Authorizations shall mean all approvals, concessions, consents,
franchises,  licenses,  permits,  and other authorizations of all Persons (other
than   Authorities)   including   without   limitation  those  with  respect  to
Intellectual Property.

         Pro Ratable Taxes shall mean real estate and other property  Taxes,  ad
valorem Taxes,  gross  receipts  Taxes and similar Taxes,  but shall not include
federal, state or local income Taxes, franchise Taxes or other Taxes measured by
or based upon income or gain on sale or other disposition of property or assets.

         Purchase Price shall have the meaning given to it in Section 2.3.

         Real Property  shall mean all of the fee estates,  leasehold  interest,
easements,  licenses,  rights to access,  right-of- way, and other real property
interest which are owned by Meridian as of the date hereof, in the operations of
the Meridian  Business,  plus such  additions  thereto and  deletions  therefrom
arising in the  ordinary  course of  business  between  the date  hereof and the
Closing Date.

         Regulations  shall mean the federal income tax regulations  promulgated
under  the Code,  as such  Regulations  may be  amended  from time to time.  All
references  herein to specific  sections of the Regulations shall be deemed also
to refer to any  corresponding  provisions  of succeeding  Regulations,  and all
references  to  temporary  Regulations  shall  be  deemed  also to  refer to any
corresponding provisions of final Regulations.

         Reichler shall have the meaning given to it in Section 6.2(j).

         Reichler Noncompetition Agreement shall have the meaning given to it in
Section 6.2(j).

         Representatives shall have the meaning given to it in Section 5.1(a).

         Retained  Accounts  Receivable  shall have the  meaning  given to it in
Section 2.4.

         SEC shall mean the United States Securities and Exchange Commission, or
any successor Authority.

         Securities Act shall mean the Securities Act of 1933, and the rules and
regulations of the SEC  thereunder,  all as from time to time in effect,  or any
successor  law,  rules or  regulations,  and any  reference to any  statutory or
regulatory  provision  shall  be  deemed  to be a  reference  to  any  successor
statutory or regulatory provision.

         Settlement Proposal shall have the meaning given to it in Section 8.5.


                                      A-12


<PAGE>



         Subsidiary shall mean, with respect to a Person,  any Entity a majority
of the capital stock  ordinarily  entitled to vote for the election of directors
of which,  or if no such voting stock is  outstanding,  a majority of the equity
interests of which, is owned directly or indirectly, legally or beneficially, by
such Person or any other Person controlled by such Person.

         Tax (and "Taxable",  which shall mean subject to Tax), shall mean, with
respect to any Person,  (a) all taxes (domestic or foreign),  including  without
limitation any income (net, gross or other including  recapture of any tax items
such as  investment  tax  credits),  alternative  or add-on  minimum tax,  gross
income,  gross receipts,  gains,  sales, use, leasing,  lease, user, ad valorem,
transfer, recording, franchise, profits, property (real or personal, tangible or
intangible),  fuel,  license,  withholding on amounts paid to or by such Person,
payroll,  employment,  unemployment,  social security, excise, severance, stamp,
occupation, premium, environmental or windfall profit tax, custom, duty or other
tax, or other like  assessment or charge of any kind  whatsoever,  together with
any  interest,  levies,  assessments,  charges,  penalties,  addition  to tax or
additional  amount  imposed  by any Taxing  Authority,  (b) any joint or several
liability of such Person with any other Person for the payment of any amounts of
the type  described in (a) and (c) any  liability of such Person for the payment
of any  amounts  of the type  described  in (a) as a result  of any  express  or
implied obligation to indemnify any other Person.

         Tax  Allocation  Schedule shall have the meaning given to it in Section
2.3.

         Tax  Claim  shall  mean any Claim  which  relates  to Taxes,  including
without limitation the representations and warranties set forth in Section 3.11.

         Tax Return or Returns shall mean all returns, consolidated or otherwise
(including without limitation  information  returns),  required to be filed with
any Authority with respect to Taxes.

         Tax accounting principles shall have the meaning given to it in Section
3.2.

         Taxing   Authority  shall  mean  any  Authority   responsible  for  the
imposition of any Tax.

         Termination Date shall have the meaning given to it in Section 7.1.

         Termination Period shall have the meaning given to it in Section 9.16.

         Title Company shall have the meaning given to it in Section 5.7.

         Title Reports shall have the meaning given to it in Section 5.7.

         Transactions shall mean the transactions contemplated to be consummated
on or prior to the Closing Date,  including without  limitation the purchase and
sale  of the  Meridian  Assets  and the  Meridian  Business  and the  execution,
delivery and performance of the Collateral Documents.




                                      A-13