EXHIBIT 10.7

                             NOTE PURCHASE AGREEMENT



                                 NOTES DUE 2000

                                       of

                                OPM - USA - INC.


                               September 30, 1997












<PAGE>







<TABLE>
<CAPTION>
                                                 TABLE OF CONTENTS

<S>      <C>                                                                                                    <C>
         1.  Issue and Sale of Securities.........................................................................1
                  1.1  Description of Securities..................................................................1
                  1.2  Purchase and Sale..........................................................................1
                  1.3  Closing....................................................................................1

         2.  Representations and Warranties of Company............................................................2
                  2.1  Organization and Business; Power and Authority.............................................2
                  2.2  Business; Financial Information............................................................3
                  2.3  Changes in Condition.......................................................................3
                  2.4  Acquisition Representations and Warranties.................................................3
                  2.5  Private Sale...............................................................................4
                  2.6  Disclosure.................................................................................4
                  2.7  Use of Proceeds............................................................................4

         3.  Representations, Warranties and Covenants of American................................................4
                  3.1  Organization and Business; Power and Authority.............................................4
                  3.2  Investment Representation..................................................................5
                  3.3  Covenant Regarding Transfer................................................................5

         4.  Conditions of Closing................................................................................5
                  4.1  Company's Officer's Certificate.  .........................................................5
                  4.2  Company's Secretary's Certificate.  .......................................................6
                  4.3  Opinion of Company Counsel.  ..............................................................6
                  4.4  Legality; Governmental and Other Authorizations.  .........................................6
                  4.5  Guaranty.  The Guarantor shall have executed and delivered the Guaranty to American........6

         5.  Payment and Exchange of Notes; Lost Notes............................................................6
                  5.1  Payments...................................................................................6
                  5.2  Exchange...................................................................................7
                  5.3  Replacement of Notes.......................................................................7
                  5.4  Transfer Office and Record of Holders of Notes.............................................8
                  5.5  Transfer of Notes..........................................................................8
                  5.6  Registered Owners of Notes.................................................................8

         6.  Payment Provisions...................................................................................8
                  6.1  Required Payments..........................................................................8
                  6.2  Restriction on Optional Payments...........................................................8
                  6.3  Notice of Payment and Offers to Repurchase.................................................8
                  6.4  Maturity; No Reissue.......................................................................9
                  6.5  Purchase of Notes..........................................................................9

         7.  Special Covenants of Company.........................................................................9
                  7.1  Payments...................................................................................9
                  7.2  Prompt Payment of Taxes and Indebtedness...................................................9
                  7.3  Conduct of Business.......................................................................10
                  7.4  Maintenance of Property and Leases........................................................10
                  7.5  Maintenance of Insurance..................................................................10
                  7.6  Maintenance of Accounts and Records.......................................................10
                  7.7  Compliance With Laws......................................................................11

                                                        

<PAGE>


                                                                                                               Page



                  7.8  Miscellaneous Information.................................................................11
                  7.9  Information and Reports to Be Furnished by Company........................................11
                  7.10  Liens....................................................................................12
                  7.11  Distributions............................................................................12
                  7.12  Consolidation, Merger and Acquisition....................................................12
                  7.13  Prohibited Transactions..................................................................13
                  7.14  Compliance with ERISA....................................................................13
                  7.15  Indebtedness.............................................................................13
                  7.16  Operation of the Business................................................................14
                  7.17  Issue of Equity Securities...............................................................14

         8.  Defaults.  .........................................................................................14
                  8.1  Events of Default.........................................................................14
                  8.2  Notice to the Holders.....................................................................16
                  8.3  Annulment of Defaults.....................................................................16
                  8.4  Waiver by Company; Severability of Remedies...............................................16
                  8.5  No Waiver of Rights.......................................................................16
                  8.6  Costs and Expenses of Collection..........................................................17
                  8.7  Remedies Cumulative.......................................................................17

         9.  Definitions.........................................................................................17

         10.  Miscellaneous Provisions...........................................................................22
                  10.1  Stamp and Other Taxes....................................................................22
                  10.2  Expenses.................................................................................22
                  10.3  Survival of Covenants; Successors and Assigns............................................22
                  10.4  Notices and Communications...............................................................22
                  10.5  Amendments and Waivers...................................................................23
                  10.6  Governing Law............................................................................23
                  10.7  Entire Agreement.........................................................................23
                  10.8  Specific Performance; Other Rights and Remedies..........................................23
                  10.9  Saturdays, Sundays, Holidays, etc........................................................24
                  10.10  Brokers, etc............................................................................24
                  10.11  Headings; Counterparts..................................................................24
                  10.12  Severability............................................................................24
                  10.13  Further Acts............................................................................24
                  10.14  Specific Performance; Other Rights......................................................25
</TABLE>

SCHEDULES:

         DISCLOSURE SCHEDULE

EXHIBITS

         Exhibit A:        Form of Note
         Exhibit B:        Form of Guaranty

                                      -ii-

<PAGE>





         THIS NOTE PURCHASE AGREEMENT (this  "Agreement"),  made as of September
30,  1997,  by  and  between  OPM - USA  -  INC.,  a  Florida  corporation  (the
"Company"), and American Tower Systems, Inc., a Delaware corporation ("American"
or the "Purchaser").

                              W I T N E S S E T H:

         WHEREAS,  American and the stockholders of the Company are parties to a
stock  purchase  agreement,  dated  as of  the  date  hereof  (the  "Acquisition
Agreement"),  with respect to the acquisition (the "Acquisition") by American of
all of the  outstanding  capital  stock of the  Company  which is engaged in the
business  of owning,  leasing  and  operating  communications  towers  (the "OPM
Business"); and

         WHEREAS,  the  Company  proposes to issue and sell on the date hereof a
Note in the principal  amount of $9,000,000  and American is willing to purchase
the Note in order to provide funds to the Company for corporate purposes;

         NOW,  THEREFORE,  for and in consideration of the premises,  the mutual
covenants and agreements herein contained, and other valuable consideration, the
receipt and  adequacy  whereof  are hereby  acknowledged,  the  parties  hereto,
intending to be legally bound, do hereby covenant and agree as follows:

         1.  Issue and Sale of Securities.

         1.1  Description  of  Securities.  The Company has duly  authorized the
issue and sale, on the terms hereinafter  provided, of the Note. As used herein,
the term  "Notes"  shall  mean the Note  together  with  any  notes  issued  and
delivered  in  exchange  or  substitution  therefor or for any other Notes or on
transfer of the Initial Note or any other Notes as herein  provided and the term
"Note" shall mean any of the Notes.  The Notes shall be in or  substantially  in
the form set forth in Exhibit A hereto. Each Note shall be dated the date of its
issue,  shall mature on September 30, 2000, shall bear interest from the date of
its issue, on the amount  outstanding from time to time, at an annual rate equal
to the  greater of (a) 10% or (b) Prime  Rate plus 3%, on the  unpaid  principal
balance thereof,  compounded on the last day of each calendar month,  commencing
October 31,  1997,  while such Note is  outstanding,  and  payable at  maturity,
including by way of  acceleration  or otherwise,  and interest at the rate of 2%
per annum in  excess  of what  would  otherwise  have  been paid on any  overdue
principal and, to the extent legally enforceable, any overdue interest. Interest
on the  Notes  shall be  computed  on the basis of a 360-day  year.  Subject  to
Section  8.1,  the  outstanding  principal  amount of the Notes shall be paid in
accordance  with the provisions of Section 6.1. The term "Prime Rate" shall mean
the rate,  from time to time,  published  in the Wall  Street  Journal  and each
change in the Prime Rate shall effect a simultaneous  change in the minimum rate
of interest payable on the Notes.

         1.2  Purchase  and  Sale.  On  the  basis  of the  representations  and
warranties  and on the terms and  subject  to the  conditions  set forth in this
Agreement,  the Company  agrees to issue and deliver to  American,  and American
agrees  to  acquire  from the  Company  and the Note at a  purchase  price  (the
"Purchase Price") equal to 100% of the principal amount of the Note, except that
the loans evidenced by the Note shall be advanced not more frequently than twice
a month,  on such date (an "Advance Date") not less than three (3) business days
subsequent  to  delivery  to American by the Company of a request for an advance
(an "Advance  Request").  Notwithstanding  the foregoing,  American shall not be
obligated to make any advance (a) upon the occurrence and during the continuance
of a Potential Default or Event of Default or (b) if the Notes shall have become
due and payable pursuant to the provisions of Section 6.1.

         1.3 Closing.  The Closing (the  "Closing")  shall be held at such time,
place and manner not later than  September  30, 1997 as the Company and American
shall  agree  (the date on which the  Closing  occurs  being  herein  called the
"Closing Date").  At the Closing,  the Company will deliver to American the Note
in the

                                                        

<PAGE>



principal amount of $9,000,000  registered in the name of American,  in exchange
for the  initial  advance  requested  by the  Company  in  accordance  with  the
provisions  of  Section  1.2 by  American  in the form of bank  wire  transfers,
evidenced by an advice of bank credit issued by a member of the Federal  Reserve
System,  in the amount of such requested  advance.  Such wire transfers shall be
made to such account as the Company shall have  designated by notice to American
at least one (1) business day in advance of the Closing.

         Subsequent advances by American shall be made by American in accordance
with the  provisions  of Section 1.2 upon  receipt by American of (a) an Advance
Request  accompanied  by  an  officer's  certificate  to  the  effect  that  the
representations and warranties  contained in Section 2 shall be true and correct
in all  material  respects on and as of the Advance  Date;  no Material  Adverse
Change  affecting the Company  shall be pending or, to the Company's  knowledge,
threatened;  no event  which  constitutes  an Event of  Default  or a  Potential
Default  shall have  occurred  and be  continuing  on the Advance  Date,  (b) an
officer's  certificate  specifying in reasonable detail the proposed use of such
advance,  and (c) American's  having  approved such use, such approval not to be
unreasonably withheld, delayed or conditioned.

         2.  Representations  and Warranties of Company.  The Company represents
and warrants that:

         2.1  Organization and Business; Power and Authority.

                  (a) The Company (i) is a corporation  duly organized,  validly
         existing and in good  standing  under the laws of its  jurisdiction  of
         organization, and (ii) 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 and as presently proposed to be conducted.

                  (b) The Company has adequate  power and  authority  (corporate
         and other) and all necessary  franchises,  permits,  licenses and other
         rights  and  privileges  to allow it to  execute  and  deliver,  and to
         perform its obligations under, this Agreement, the Notes and each other
         Related  Agreement  to which it is a party,  and to issue  and sell the
         Note. The execution,  delivery and  performance of this Agree ment, the
         Notes and each of the other Related  Agreements to which the Company is
         a party have been duly  authorized by all requisite  corporate  action,
         including  that,  if  required,  of the  Company's  stockholders.  This
         Agreement  has been duly and  validly  executed  and  delivered  by the
         Company and constitutes, and the Notes and each other Related Agreement
         to which it is a party when  executed and delivered by the Company will
         have been duly and validly  executed  and  delivered by the Company and
         will  constitute,   valid  and  binding  obligations  of  the  Company,
         enforceable in accordance with their  respective  terms,  except as (i)
         the enforceability thereof may be limited by bankruptcy,  insolvency or
         similar laws affecting the enforcement of creditors'  rights  generally
         and (ii) the  availability  of  equitable  remedies  may be  limited by
         equitable principles of general applicability. The holders from time to
         time of the Notes will be entitled to the rights and benefits set forth
         in the Notes and this Agreement.

                  (c)  The   Guaranty,   when  executed  and  delivered  by  the
         Guarantor,  will have been duly executed and delivered by the Guarantor
         and will  constitute,  valid and binding  obligations of the Guarantor,
         enforceable in accordance with their  respective  terms,  except as (i)
         the enforceability thereof may be limited by bankruptcy,  insolvency or
         similar laws affecting the enforcement of creditors'  rights  generally
         and (ii) the  availability  of  equitable  remedies  may be  limited by
         equitable principles of general applicability.

                  (d) The  Company  does  not own any  voting  shares  or  other
         equitable  interest in any Person,  however  organized and however such
         interest may be denominated or evidenced, which owns or has

                                       -2-

<PAGE>



         any  interest in the assets and  property or business of any of the OPM
         Assets  or the OPM  Business,  except  as set  forth in the  Disclosure
         Schedule.

                  (e) The Company has adequate  power and  authority  (corporate
         and other) under the laws of its  jurisdiction of organization  and all
         necessary franchises, permits, licenses and other rights and privileges
         to allow it to execute and  deliver,  and to perform  its  obligations,
         under,  the  Acquisition  Agreement  and the  execution,  delivery  and
         performance of the  Acquisition  Agreement has been duly  authorized by
         all requisite corporate action on the part of the Company.

                  (f) Except as set forth in the  Disclosure  Schedule,  neither
         the execution and delivery of this  Agreement,  the Notes or any of the
         other Related Agreements to which it is a party, nor the offer,  issue,
         sale or delivery of any or all of the Notes,  nor the  consummation  of
         the transactions  herein or therein  contemplated,  nor compliance with
         the terms, conditions and provisions hereof or thereof by the Company:

                           (i) will  conflict  with,  or  result  in a breach or
                  violation  of or  constitute  a  default  in the  performance,
                  observance  or  fulfillment  of any  obligation,  covenant  or
                  condition  contained  in,  or  constitute,   or  but  for  any
                  requirement  of giving of  notice or  passage  of time or both
                  would  constitute,  a default  or an event of  default  by the
                  Company  under,  any  Applicable  Law  or,  to  the  Company's
                  knowledge,    any    Private    Authorization,    Governmental
                  Authorization or Material Contractual Obligation;

                           (ii) will, to the Company's knowledge,  result in the
                  creation or imposition of any Lien upon any of the  properties
                  of the Company; or

                           (iii) will, to the Company's  knowledge,  require any
                  approval or action of, or filing with, any  Authority,  except
                  as set forth in the Disclosure Schedule.

         2.2  Business;   Financial  Information.  The  Company  has  heretofore
furnished to American  copies of the financial  statements of the Company listed
in  the  Disclosure  Schedule  (the  "Financial   Statements").   The  Financial
Statements  have been prepared in  accordance  with GAAP applied on a consistent
basis throughout the periods covered  thereby,  except as otherwise noted in the
Disclosure Schedule, are true, complete and correct in all material respects, do
not contain any untrue  statement of a material fact or omit to state a material
fact  required by GAAP to be stated  therein or  necessary  in order to make the
statements  contained  therein not misleading,  and fairly present the financial
condition of the Company and results of operations  and cash flow of the Company
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.  Except as set
forth in the most recent  balance  sheet  constituting  a part of the  Financial
Statements, the Company does not have any Indebtedness for Money Borrowed. As of
the Closing Date,  after giving effect to all of the  transactions  contemplated
hereby, the Company will be Solvent.

         2.3 Changes in  Condition.  Since the date of the most  recent  balance
sheet constituting a part of the Financial  Statements (the "Most Recent Balance
Sheet"), except as specifically set forth in the Disclosure Schedule,  there has
been no Material Adverse Change of the Company. There is, as of the date hereof,
no fact known to the Company which,  in the reasonable  judgment of the Company,
Materially  Adversely  Affects,  or might,  in the  reasonable  judgment  of the
Company (so far as the Company can now foresee),  Materially  Adversely  Affect,
the Company, except as specifically set forth in the Disclosure Schedule.

         2.4 Acquisition Representations and Warranties. The representations and
warranties  set  forth  in  Section  3.5  through  3.23,  both  inclusive,   are
incorporated herein by reference and made by the Company

                                       -3-

<PAGE>



hereunder, except that all references to the OPM Disclosure Schedule (as defined
in the Acquisition  Agreement) shall be deemed not to be applicable for purposes
of this  Agreement  and the  Company  represents  and  warrants,  in lieu of the
specific exceptions to the representations and warranties to be set forth in the
OPM  Disclosure  Schedule,  that such  exceptions  would not reveal any Event of
which American is unaware as of the date of this  Agreement  and/or any breaches
of the representations and warranties  incorporated herein by reference (without
regard to matters set forth in the OPM Disclosure Schedule), which unknown Event
and/or  breaches in the aggregate  would have a Material  Adverse  Effect on the
Company or on ability of the Company to continue to operate the OPM  Business as
it is currently being operated

         2.5  Private  Sale.  The Company has not,  directly  or  indirectly  or
through  anyone  acting on its  behalf,  offered any of the Notes or any similar
securities  for sale to, or  solicited  any offers to buy any thereof  from,  or
otherwise  approached  or  negotiated  in respect  thereof  with,  any Person or
Persons  other than  American,  and the Company  agrees that  neither it nor any
agent on its  behalf  will  offer to sell any of the  foregoing  securities,  or
solicit any offers to buy any thereof,  or otherwise  approach or negotiate with
any  Person in respect  thereto,  or take any other  action,  so as to bring the
issuance and sale of any of the Notes under the  registration  provisions of the
Securities Act.

         2.6  Disclosure.  To the Company's  knowledge,  neither the  Disclosure
Schedule nor any other document,  certificate or statement furnished to American
by or behalf of the company in  connection  with the  transactions  contemplated
hereby  contains  any untrue  statement  of a material  fact or omits to state a
material fact required to be stated  therein or necessary to make the statements
therein not misleading.

         2.7 Use of Proceeds.  The Company shall use the proceeds of the sale of
the Note to American  hereunder to complete the development of new communication
sites and capital  improvements  to its existing  communication  sites,  and for
other general  corporate  purposes (other than the repayment of any Indebtedness
for Money Borrowed).

         3.  Representations,  Warranties  and  Covenants of American.  American
represents and warrants that:

         3.1  Organization and Business; Power and Authority.

         (a) American (i) is a corporation duly organized,  validly existing and
in good  standing  under  the laws of the  state of  Delaware,  and (ii) 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  and as presently
proposed to be conducted.

         (b) American has adequate power and authority (corporate and other) and
all necessary franchises,  permits,  licenses and other rights and privileges to
allow it to execute and  deliver,  and to perform its  obligations  under,  this
Agreement  and each  other  Related  Agreement  to which it is a party;  and the
execution,  delivery and  performance  of this  Agreement and each other Related
Agreement  to which it is a party  have been duly  authorized  by all  requisite
corporate  action.  This  Agreement  has been  duly  and  validly  executed  and
delivered by American and constitutes, and each other Related Agreement to which
it is a party when  executed and  delivered by American  will have been duly and
validly  executed  and  delivered  by American  and will  constitute,  valid and
binding obligations of American, enforceable in accordance with their respective
terms,  except as (i) the  enforceability  thereof may be limited by bankruptcy,
insolvency  or similar laws  affecting  the  enforcement  of  creditors'  rights
generally  and (ii) the  availability  of  equitable  remedies may be limited by
equitable principles of general applicability.


                                       -4-

<PAGE>



         (c) Neither the execution and delivery of this  Agreement or any of the
other  Related  Agreement to which it is a party,  nor the  consummation  of the
transactions  herein or therein  contemplated,  nor  compliance  with the terms,
conditions  and provisions  hereof or thereof by American  will,  from and after
October 1, 1997:

                  (i)  conflict  with,  or result in a breach or violation of or
         constitute a default in the  performance,  observance or fulfillment of
         any obligation,  covenant or condition contained in, or constitute,  or
         but for any  requirement of giving of notice or passage of time or both
         would  constitute,  a default or an event of default by American under,
         any Applicable Law, Private Authorization,  Governmental  Authorization
         or Contractual Obligation, or

                  (ii) require any  approval or action of, or filing  with,  any
         Authority, except as United States and state securities,  antitrust and
         communications laws may apply.

         3.2  Investment Representation.

         (a) American is an "accredited investor" within the meaning of Rule 501
promulgated  under the Securities Act and has been furnished with and had access
to all  information,  financial  and  other,  and  has  the  opportunity  to ask
questions  of the  management  of the  Company  with  respect to the Company and
American's proposed investment therein.

         (b) American is  acquiring  the Notes to be purchased by it for its own
account for investment  with no present  intention of  distributing or reselling
the same,  subject,  nevertheless,  to its right to  dispose of the Notes or any
part thereof in its sole discretion; provided, however, that notwithstanding the
foregoing,  American  may pledge any or all of the Notes to any bona fide lender
to  American.  American  understands  that  the  Company  is not and will not be
required to file a registration statement under the Securities Act in connection
with any sale, transfer or other disposition of the Notes.

         3.3 Covenant Regarding Transfer.  American covenants and agrees that it
will not sell,  assign,  transfer  or  otherwise  dispose of any of the Notes in
violation of the Securities Act.

         4. Conditions of Closing.  American's  obligation to purchase the Notes
shall be  subject  to  compliance  by the  Company  with its  agreements  herein
contained,  to the truth and accuracy of the  certificates to be furnished to it
pursuant to this  Section,  the truth and  accuracy of the  representations  and
warranties made by the Company herein, and to the condition that all instruments
and corporate and legal matters  incident to the  transactions  contemplated  by
this Agreement shall be reasonably  satisfactory in form, scope and substance to
American and its counsel,  and American and its counsel  shall have received all
information  and  copies  of  all  documents,  including  records  of  corporate
proceedings,  which it or its  counsel  may  reasonably  request  in  connection
therewith,  such  documents  where  requested or  appropriate to be certified by
proper  corporate or governmental  authorities,  and to the  satisfaction on the
Closing Date of the following further conditions:

         4.1 Company's Officer's Certificate. The representations and warranties
contained  in Section 2 shall be true and correct on and as of the Closing  Date
(without giving effect to any exceptions  shown on the Disclosure  Schedule with
respect to Section 2.1(f)); (b) no Material Adverse Change affecting the Company
shall be pending or, to the Company's  knowledge,  threatened;  and (c) no event
which if the Notes had been  outstanding  immediately  prior to the Closing Date
would constitute an Event of Default or a Potential  Default shall have occurred
and be  continuing  on the Closing  Date.  American  shall have  received on the
Closing Date a  certificate  dated the Closing  Date to such effect,  and to the
effect that each of the  conditions set forth in this Section has been satisfied
in all  material  respects,  signed by an  authorized  executive  officer of the
Company.


                                       -5-

<PAGE>



         4.2 Company's Secretary's Certificate.  A certificate,  dated as of the
Closing  Date,  executed by the Company's  secretary:  (i)  certifying  that the
resolutions, as attached to such certificate,  were duly adopted by the Board of
Directors  of the  Company,  authorizing  and  approving  the  execution of this
Agreement by the Company and the  consummation of the  transaction  contemplated
hereby  and that such  resolutions  remain in full  force and  effect;  and (ii)
providing,  as attachments  thereto, a certificate of good standing certified by
an  appropriate  Florida state  official as of a date not more than fifteen (15)
days before the Closing  Date and by the  Company's  secretary as of the Closing
Date, and a copy of the Company's  Articles of  Incorporation  and By-Laws as in
effect on the date  thereof,  certified  by the  Company's  secretary  as of the
Closing Date.

         4.3 Opinion of Company Counsel.  American shall have received favorable
opinions, dated the Clos ing Date and reasonably satisfactory in scope, form and
substance  to it and its  counsel,  from  counsel  for the  Company,  (i) to the
effects stated in Sections 2.1(a),  2.1(b), 2.1(c), 2.1(e) (limited to corporate
power and authority),  2.1(f) (to such counsel's knowledge),  and 7.2(b) (of the
Acquisition  Agreement),  and (ii) to the effect that the offer, issue, sale and
delivery of the Notes under the  circumstances  contemplated  by this  Agreement
constitute   transactions  exempt  from  the  registration   provisions  of  the
Securities  Act, and neither the  registration  thereunder  of the Notes nor the
qualification  of this  Agreement  under the  Trust  Indenture  Act of 1939,  as
amended to date, is required.  Such opinion shall assume that this  Agreement is
governed by Florida law.

         4.4  Legality;  Governmental  and Other  Authorizations.  Except as set
forth on the  Disclosure  Schedule,  the  purchase  of and payment for the Notes
shall  not  be  prohibited  by any  law  or  governmental  order  or  regulation
applicable  to American,  and shall not subject  American to any  penalty,  tax,
liability  or  other  onerous  condition.  All  necessary  consents,  approvals,
licenses, permits, orders and authorizations of, or registration, declaration or
filing with, any Authority or any other Person, with respect to the transactions
contemplated  hereby shall have been obtained or made and shall be in full force
and effect.

         4.5  Guaranty.  The  Guarantor  shall have  executed and  delivered the
Guaranty to American.

         5. Payment and Exchange of Notes; Lost Notes.

         5.1  Payments.  Any other  provision of this  Agreement or of the Notes
notwithstanding,

                  (a) interest,  principal and any premium to be paid in respect
         of any  Note  held by  American  or its  nominee  shall be paid by wire
         transfer of  immediately  available  funds to such accounts as may from
         time to time be  designated  in writing by  American,  or in such other
         reasonable  manner, or at such other address,  as may from time to time
         be designated in writing by American by notice given in accordance with
         the provisions of this Agreement;

                  (b)  interest,  principal  and any  premium  to be paid to any
         subsequent Holder of Record that is an Institutional  Investor shall be
         paid by wire transfer (or such other reasonable  manner as requested in
         writing by such  Holder of Record) of  immediately  available  funds to
         such Holder of Record at such  address in the United  States of America
         as may from time to time be  designated  in writing  to the  Company by
         such Holder of Record by notice given in accordance with the provisions
         of this Agreement; and

                  (c)  interest,  principal  and any  premium  to be paid to any
         other Holder of Record shall be paid by mailing a check (in the case of
         interest)  and  certified  or bank  cashier's  check  (in  the  case of
         principal)  to such  Holder of Record,  at the  address of such  Holder
         shown on the register  maintained  pursuant to the  provisions  of this
         Agreement, or such other address in the United States of America

                                       -6-

<PAGE>



         as may from time to time be  designated  in writing  to the  Company by
         such Holder of Record by notice given in accordance with the provisions
         of this Agreement.

         Interest,  principal  and any premium to be paid in respect of any Note
shall be paid without any presentment or notation of payment,  and the amount of
principal  so paid on any Note shall be  regarded  as having  been  retired  and
canceled  at the time of  payment.  Each  Holder of  Record  of any Note  shall,
however, at any time during its regular business hours on any day when a payment
of principal is due, permit the Company at the office of the Holder of Record of
such Note to make  appropriate  notation on such Note of the amount of principal
which  has been paid  thereon,  if the  Company  at least  fifteen  (15) days in
advance shall have requested in writing permission to make such notation. Before
the  transfer of any Note,  the Holder of Record  thereof  shall make a notation
thereon  of the  date to which  interest  has  been  paid  and of all  principal
payments  theretofore  made thereon,  and shall in writing notify the Company of
the name and address of the transferee,  but  notwithstanding the giving of such
notice,  such transferee shall not be considered a Holder of Record of such Note
until it shall have complied  with the  provisions of Section 5.4. Any Note with
respect to which  interest,  principal and any premium has been fully paid shall
be marked paid in full and  surrendered  to the Company and shall be retired and
canceled.

         5.2  Exchange.  The Holder of Record of any of the Notes may,  prior to
maturity or  prepayment  thereof,  surrender any Note held by it for exchange at
the principal  office of the Company.  Within a reasonable  time  thereafter and
without  expense to such Holder of Record,  the Company  shall issue in exchange
therefor  another  Note or  Notes  of the  same  issue  for the  same  aggregate
principal  amount as the  unpaid  principal  amount of the Note so  surrendered,
having the same maturity and rate of interest,  containing  the same  provisions
and subject to the same terms and conditions as the Note so surrendered, in such
denomination or denominations as the Holder of Record making such exchange shall
request; provided,  however, that if the issue of more than one such new Note is
requested,  such new Notes shall be issued only in denominations of $10,000,  or
larger amounts which are integral multiples of $10,000,  except that one Note so
issued shall be for the amount by which the unpaid  principal amount of the Note
or Notes so surrendered exceeded an integral multiple of $10,000.  Each such new
Note shall be  payable to such  Person or  Persons,  or order,  as the Holder of
Record of such  surrendered  Note or Notes may  designate  in writing,  and such
exchange  or  transfer  shall be made in such a  manner  that no gain or loss of
principal or interest shall result  therefrom.  Any Note issued and delivered in
accordance  with the provisions of this Section shall be dated as of the date to
which interest has been paid on the Note exchanged therefor.  The Company agrees
that it will pay shipping and  insurance  charges from and to the main office of
any  Institutional  Investor  involved in any  exchange or transfer of a Note or
Notes held by it.  Notwithstanding the foregoing provisions of this Section, the
Company  shall not be required  to issue and  deliver any new Notes  pursuant to
this Section unless it is indemnified  against and held harmless from any United
States and state  documentary  stamp or similar  excise  taxes and any  transfer
taxes.

         5.3  Replacement  of Notes.  Upon  receipt by the  Company of  evidence
satisfactory  to it of the loss,  theft,  destruction or mutilation of any Note,
and (in case of loss, theft or destruction) of indemnity satisfactory to it, and
upon reimbursement to the Company of all reasonable expenses incidental thereto,
and upon surrender and cancellation of any Note, if mutilated,  the Company will
make and  deliver a new Note of like  tenor in lieu of such Note in a  principal
amount equal to the sum of the then unpaid  principal  amount of,  together with
accrued and unpaid interest on, such lost, stolen,  destroyed or mutilated Note.
Any Note made and  delivered in accordance  with the  provisions of this Section
shall be dated as of the date to which  interest has been paid on the Note lost,
stolen,  destroyed or mutilated  and shall  indicate  that it is being issued in
substitution  for,  but not in  payment  of,  the  lost,  stolen,  destroyed  or
mutilated  Note.  The  term  "outstanding"  when  used  in this  Agreement  with
reference to the Notes as of any  particular  time shall not include any Note in
lieu of  which a new  Note  has  been  made  and  delivered  by the  Company  in
accordance  with the provisions of this Section or any Note held by the Company.
Notwithstanding any provision to the contrary herein or

                                       -7-

<PAGE>



in the Notes, if any Note of which American or any Institutional Investor is the
holder  is lost,  stolen  or  destroyed,  then the  affidavit  of the  principal
financial   officer  of  such   Institutional   Investor,   setting   forth  the
circumstances with respect to such loss, theft or destruction, shall be accepted
as  satisfactory  evidence  thereof,  and no  indemnity  shall be  required as a
condition  to the  execution  and  delivery  of a new Note or  Notes  for a like
aggregate principal amount, other than a written agreement by such Institutional
Investor,  in form  reasonably  satisfactory  to the Company,  to indemnify  the
Company  against  loss on account of the making of any payment in respect of any
such lost or stolen Note to any Person legally entitled to such payment.

         5.4 Transfer Office and Record of Holders of Notes. The Company will at
all times  keep or cause to be kept,  at the  principal  office of the  Company,
appropriate records for the registration and transfer of the Notes,  identifying
the Holders of Record,  from time to time,  of the Notes,  and shall cause to be
recorded  therein the names and  addresses of the Holders of Record of the Notes
from time to time, and any and all transfers thereof;  provided,  however,  that
the Company  shall be required to record the transfer of a Note only if and when
a  subsequent  holder  shall have (a)  presented  such Note to the  Company  for
inspection,  properly  endorsed  or  assigned  and in order  for  transfer,  (b)
delivered to the Company a written  notice of its  acquisition of such Note, and
(c) designated in writing an address to which payments on and notices in respect
of such Notes shall be transmitted.

         5.5 Transfer of Notes. Subject to the provisions of this Agreement, any
Note may be  transferred  at the  principal  office of the Company by  surrender
thereof for  cancellation,  endorsed or accompanied  by a written  instrument of
transfer, in form reasonably satisfactory to the Company, duly executed by or on
behalf of the  Holder of  Record,  and  thereupon  the  Company  will  issue and
deliver,  in the name of the transferee or  transferees,  a new Note, for a like
aggregate principal amount, dated as of the date to which interest has been paid
on the Note so transferred.

         5.6 Registered Owners of Notes. Except as provided in Section 5.1 (with
respect to places of payment  designated  by American or a Holder of Record) and
Section  10.4 (with  respect to notices to  nominees  designated  as such),  the
Company and all other Persons may treat the registered  holder,  as shown on the
records maintained  pursuant to Section 5.4, of any Note, for the time being, as
the owner thereof for the purposes of receiving  payment of the principal of and
premium,  if any, and interest on such Note and for all other purposes,  and the
Company  shall not be  affected  by any  notice or  knowledge  to the  contrary,
whether  payments on the Notes  shall be overdue or not;  and the  Company,  and
every  successive  registered  holder and  assignee  of a Note by  accepting  or
holding  the same,  shall be deemed to have  consented  to and  agreed  with the
provisions of this Section.

         6.  Payment Provisions.

         6.1 Required Payments. Subject to the provisions of Section 6.2(a), the
Notes shall be paid in their entirety, without premium but with interest accrued
and unpaid thereon to the date of payment,  upon the earlier to occur of (a) the
occurrence of the Acquisition Termination Date, and (b) September 30, 2000.

         6.2 Restriction on Optional Payments. The Company may prepay the Notes,
in  whole or from  time to time in part,  at  their  principal  amount,  without
premium but with interest accrued and unpaid thereon to the date of payment.

         6.3 Notice of Payment and Offers to Repurchase. Notice of each required
or optional  payment of Notes  pursuant to Section 6.1 or 6.2 and each  optional
offer to repurchase pursuant to Section 6.5 shall be given not less than ten (10
nor more than thirty (30) days before the date of payment or proposed repurchase
date,  and all such notices shall be given by mailing by registered or certified
mail to each  Holder of Record  of Notes to be paid or  repurchased  a notice of
intention, or offer, to pay or repurchase, which notice shall

                                       -8-

<PAGE>



include  statements  specifying  (a) the  date of the  intended  payment  or the
proposed  repurchase date, (b) the provision of this Agreement pursuant to which
such payment or offer is being made, (c) the aggregate  principal  amount of the
Notes to be  paid,  or to  which  such  offer  to  repurchase  relates,  (d) the
principal  amount of the Notes registered in the name of such Holder to be paid,
or to which such offer to repurchase  relates,  and (e) the premium, if any, and
accrued interest to be paid in respect of the principal amount so to be paid, or
to which such offer to repurchase relates.

         6.4 Maturity; No Reissue. Notes or portions thereof to be paid pursuant
to any provision of this  Agreement  shall become due and payable on the payment
date,  together  with accrued  interest and premium,  if any, and from and after
such date  (unless the  Company  shall  default in paying the amounts  then due)
interest  thereon  shall  cease  to  accrue.  Any  Note  paid in full  shall  be
surrendered  to the Company and canceled and shall not be reissued,  and no Note
shall be issued in respect of any paid principal amount of any Note, and no such
paid Note or paid portion of a Note shall be considered to be "outstanding"  for
any purpose hereof.

         6.5  Purchase of Notes.  The Company  will not, and will not permit any
Subsidiary  to,  purchase  or  otherwise  acquire  any Note except (a) by way of
payment in accordance  with the provisions of the Notes and this  Agreement,  or
(b) pursuant to a repurchase  offer made by the Company pro rata and on the same
terms  to  each  Holder  of  Record  of  Notes  to be  repurchased  at the  time
outstanding,  pursuant to a notice  given in  accordance  with Section 6.3 which
notice  shall state  whether such offer may be accepted in part or only in full,
and shall provide that any such acceptance may be given by written notice to the
Company in accordance with the provisions of this Agreement at any time prior to
such date,  not less than  thirty-five  (35) days from the date of the notice of
the Company's offer under this Section as shall be specified therein.  Any Notes
repurchased pursuant to this Section shall be canceled by the Company, and shall
not be reissued or deemed to be "outstanding" for any purpose of this Agreement.

         7. Special Covenants of Company. Without limiting any other covenant or
provision  hereof,  the Company  covenants and agrees that so long as any of the
Notes are outstanding,  it shall comply with,  perform and observe the following
covenants  and  provisions  and shall cause each  Subsidiary,  if any, to comply
with,  perform and observe  said  covenants  and  provisions  as are  applicable
thereto  (it being  understood,  in any  event,  that to the  extent  any of the
covenants of this Section refer to consolidated financial information they shall
apply to the Company only in the event that the Company has no Subsidiaries).

         7.1 Payments. The Company will duly and punctually pay the principal of
and premium,  if any, and interest on the Notes in accordance  with the terms of
this Agreement and the Notes.

         7.2 Prompt  Payment of Taxes and  Indebtedness.  The Company will,  and
will  cause  each of its  Subsidiaries  to,  pay  promptly,  or cause to be paid
promptly,  all taxes,  assessments and other  governmental  charges or levies of
whatever nature imposed on it, or upon it or its income or profits,  or upon any
of its property,  real, personal or mixed;  provided,  however,  that unless and
until foreclosure,  distraint sale or other similar  proceedings shall have been
commenced, nothing herein shall require the Company or any Subsidiary to pay any
such tax,  assessment,  charge or levy so long as the validity  thereof shall be
currently contested in good faith by appropriate  proceedings and if the Company
or such Subsidiary shall have set aside on its books reserves deemed adequate by
the Company's  Independent  Accountants  with respect thereto in accordance with
GAAP,   consistently  with  the  Financial   Statements  delivered  to  American
hereunder. The Company will, and will cause each of its Subsidiaries to, (a) pay
or cause to be paid  when due all  payments  of  principal  of and  premium  and
interest on  Indebtedness  for Money  Borrowed and will not permit or suffer any
such Indebtedness for Money Borrowed to become or remain in default,  (b) pay or
cause to be paid when due all lawful claims for labor and rents,  and (c) pay or
cause to be paid in a manner consistent with prudent business practice all trade
payables and pay or cause to be paid when due all other  Indebtedness upon which
it is or

                                       -9-

<PAGE>



becomes  obligated,  except, in each case, other than that referred to in clause
(a),  to the extent  payment  is being  contested  in good faith by  appropriate
proceedings  and if the Company or such  Subsidiary  shall have set aside on its
books reserves deemed  adequate by the Company's  Independent  Accountants  with
respect  thereto  in  accordance  with  GAAP,  consistently  with the  Financial
Statements  delivered  to  American  hereunder,  unless  and until  foreclosure,
distraint sale or other similar proceedings shall have been commenced.

         7.3 Conduct of Business.  The Company (a) will,  and will cause each of
its  Subsidiaries to, continue to engage in the business of owning and operating
the OPM Assets and  conducting  the OPM  Business and (b) will do or cause to be
done all things reasonably  necessary to preserve,  renew and keep in full force
and effect  and in good  standing  its  corporate  existence  and its rights and
franchises necessary to conduct such business. Notwithstanding clause (b) of the
preceding  sentence,  the Company may merge or cause any Subsidiary to be merged
with or into the Company or another  Subsidiary,  or may cause any  Wholly-Owned
Subsidiary which is a Wholly-Owned Subsidiary of another Subsidiary to liquidate
and distribute its assets and liabilities to such latter Subsidiary.

         7.4  Maintenance  of Property and Leases.  The Company  will,  and will
cause each of its Subsidiaries to: (a) keep its assets and property  relating to
each of the OPM Assets and the OPM  Business in good repair,  working  order and
condition, and from time to time will make all repairs, renewals,  replacements,
additions  and  improvements  thereto so that its  business  may be properly and
advantageously  conducted at all times; and (b) comply in all material  respects
with the provisions of all leases of real or personal  property relating to each
of the OPM Assets and the OPM  Business to which it is a party or under which it
occupies or uses  property so as to prevent  any loss or  forfeiture  thereof or
thereunder;  provided,  however,  that the Company or any Subsidiary may cancel,
surrender  or modify any such lease if such action is deemed to be  advantageous
to the Company's or such Subsidiary's business.

         7.5  Maintenance  of Insurance.  The Company will,  and will cause each
Subsidiary  to:  (a) keep its assets and  property  relating  to each of the OPM
Assets and the OPM Business  which are of an insurable  character  and which are
customarily  insured by companies of established  reputation engaged in the same
or  similar  business  similarly  situated  insured  by  financially  sound  and
reputable insurers against loss or damage by fire, explosion and hazards insured
against by extended coverage in amounts sufficient to prevent the Company or any
Subsidiary from becoming a co-insurer;  and (b) maintain with financially  sound
and reputable  insurers  insurance against other hazards and risks and liability
to persons and property, to the extent and in the manner customary for companies
of established  reputation engaged in the same or similar  businesses  similarly
situated.

         7.6  Maintenance  of Accounts and Records.  The Company will,  and will
cause each of its  Subsidiaries  to,  keep true  records and books of account in
which full, true and correct  entries will be made of dealings and  transactions
in relation to the  ownership and operation of the OPM Assets and the conduct of
the OPM  Business,  in  accordance  with GAAP  consistently  applied,  except as
otherwise set forth in the Disclosure Schedule,  and shall prepare the financial
statements  required to be furnished  pursuant to Section 7.9. The Company will,
and  will  cause  each  Subsidiary  to,  apply  accounting   principles  in  the
preparation  of the financial  statements  of the Company and its  Subsidiaries,
which, in the judgment of the Company,  are in accordance with GAAP consistently
applied,  except that no notes shall be required with respect thereto and except
as otherwise set forth in the Disclosure  Schedule.  In the event of a change in
any method of accounting used by the Company or any Subsidiary that is permitted
by this  Agreement,  such  change  shall  not be deemed to result in an Event of
Default  if, at the time of such  change,  an Event of Default had not oc curred
and was not then continuing, based upon the former methods of accounting used by
the Company;  provided,  however,  that, if, after any such change in accounting
methods,  either the Company or American (or the holders of the Notes) determine
in good faith that any requirements of this Agreement are substantially

                                      -10-

<PAGE>



altered as a result of such change,  the Company and American agree to negotiate
in good faith with respect to a change in such requirements.

         7.7 Compliance  With Laws. The Company will, and will cause each of its
Subsidiaries  to, comply with all  Applicable  Laws in respect of the conduct of
the OPM Business and the ownership of the assets and property of the OPM Assets,
except  such  as  are  being  contested  in  good  faith  and  except  for  such
noncompliances  as will not in the aggregate  have a Material  Adverse Effect on
the Company.

         7.8  Miscellaneous  Information.  From time to time upon  request,  the
Company  will  furnish  to each  Holder  of any of the  Notes  such  information
regarding the business, properties, financial condition and results of operation
of the  Company  and  its  Subsidiaries  in such  detail  as may  reasonably  be
requested;   and  the  Company   covenants   and  agrees  that  any   authorized
representative of any such Holder shall have the right,  reasonably exercisable,
to  visit  and  inspect  any of the  properties  of  the  Company  or any of its
Subsidiaries,  to examine and to discuss  their  affairs,  finances and accounts
(including  without  limitation  any letters of com ment with respect to audits,
letters to  management or  confidential  reports  relating to financial  matters
submit ted to the Company or its Subsidiaries by independent public accountants)
with, and be advised as to the same by, their  officers,  all at such reasonable
times and intervals as such Holder may reasonably request.

         7.9  Information  and Reports to Be Furnished  by Company.  The Company
will furnish to each Holder of any of the Notes:

                  (a) Financial  Statements.  The following financial statements
         of the Company,  substantially in the form customarily  prepared by the
         Company:

                           (i)  Quarterly  Reports.  In  duplicate  as  soon  as
                  available and, in any event, within forty-five (45) days after
                  the end of each quarter  (including the last) of the Company's
                  fiscal year, a balance sheet, and related statements of income
                  and retained earnings and cash flow for such period (including
                  year to date),  together with  comparative  figures as at such
                  date or for the same periods of the preceding year and for the
                  Company's  budget  for such  fiscal  year,  all in  reasonable
                  detail,  accompanied  by supporting  statements and schedules,
                  normally prepared by the Company in connection therewith,  and
                  accompanied  by a certificate  of the  principal  financial or
                  accounting  officer  of the  Company  (A)  stating  that  such
                  statements have been properly prepared in accordance with GAAP
                  and are true,  correct and complete in all  material  respects
                  and fairly  present the financial  condition of the Company at
                  and as of the dates thereof and the results of its  operations
                  for  the  periods  covered  thereby  subject  only  to  normal
                  non-material year-end accounting adjustments,  and (B) stating
                  that he has reviewed  this  Agreement  and has no knowledge of
                  any breach of or default under the  provisions of Section 7.10
                  through 7.15, both  inclusive,  or Section 7.17, or, if he has
                  such  knowledge,  specifying  such  breach or default  and the
                  nature  thereof and the period of  existence  thereof and what
                  action the  Company  has taken,  is taking or proposes to take
                  with respect thereto.

                           (ii)  Monthly  Reports.   In  duplicate  as  soon  as
                  available and, in any event, within forty-five (45) days after
                  the end of each month  (including  the last) of the  Company's
                  fiscal year, a balance sheet, and related statements of income
                  and retained earnings and cash flow for such period (including
                  year to date),  together with  comparative  figures as at such
                  date or for the same periods of the preceding year and for the
                  Company's  budget  for  such  fiscal  year,  all in  the  form
                  customarily prepared for management.


                                      -11-

<PAGE>



                           (iii)  Annual  Statements.  In  duplicate  as soon as
                  available  and,  in any event,  within one  hundred and twenty
                  (120) days after the end of each fiscal year of the Company, a
                  balance sheet,  and related  statements of income and retained
                  earnings   and  cash  flow  for  such  year,   together   with
                  comparative  figures as at the end of and for the  immediately
                  preceding  fiscal year and for the  Company's  budget for such
                  fiscal  year,  all  in  reasonable  detail,  ac  companied  by
                  supporting statements and schedules,  normally prepared by the
                  Company in  connection  therewith,  and  accompanied  by (A) a
                  letter  from a firm of  certified  public  accountants  to the
                  effect that it has reviewed (but not audited) such statements,
                  and (B) a certificate of the principal financial or accounting
                  officer of the Company  with  respect to the matters set forth
                  in clause (B) of paragraph (i) of this subdivision.

                           (iv) Annual Budget. in duplicate as soon as available
                  and,  in any event,  on or prior to March 1 of each  year,  an
                  annual  budget  with  respect  to the OPM  Assets  and the OPM
                  Business  containing,  in reasonable detail,  information with
                  respect to the balance sheet,  statements of income and retain
                  earnings,  cash flow and Capital Expenditures for the calendar
                  year,  all in a form  substantially  similar  to  those of the
                  financial  statements required to be delivered pursuant to the
                  provisions of this Section 7.9(a); and, thereafter,  promptly,
                  from time to time  during the course of such year,  amendments
                  to such annual budget.

                           (v) Reports to Stockholders  or Others.  In duplicate
                  promptly upon the sending,  making  available or filing of the
                  same, copies of all proxy statements, registration statements,
                  prospectuses,   reports  and  financial  statements  that  the
                  Company shall send or make  available to its  stockholders  or
                  file with the Securities and Exchange  Commission or any stock
                  exchange upon which its capital stock may be listed.

                  (b) Notice of Litigation, Event of Default, Potential Default,
         etc. The Company will  promptly  give notice of any  litigation  or any
         administrative  proceeding to which it or any  Subsidiary may hereafter
         become a party which  involves a potential  liability to the Company or
         any  Subsidiary  of at least  $50,000,  or which may have any  Material
         Adverse Effect on the Company.  Forthwith upon any executive officer of
         the Company  obtaining  knowledge of any of the following,  the Company
         shall give to American  prompt  written notice of any Change in Control
         or proposed  Change in Control,  any Act of Bankruptcy and any Event or
         Default  or  Potential  Default,  specifying  the  nature and period of
         existence  of any such Event of Default or  Potential  Default and what
         action  the  Company  has  taken,  is taking or  proposes  to take with
         respect thereto.

         7.10 Liens.  The Company will not,  and will not permit any  Subsidiary
to, create or incur, directly or indirectly, or suffer to be created or incurred
or to exist (except in favor of the Company or a Wholly-Owned  Subsidiary),  any
Lien upon any of the assets or property of the Company or any  Subsidiary  other
than the Permitted Liens.

         7.11  Distributions.  The  Company  will not,  and will not  permit any
Subsidiary  to,  declare,  order,  pay or  make,  directly  or  indirectly,  any
Distribution  (other  than  dividends  paid by a  Subsidiary  to a  Wholly-Owned
Subsidiary or the Company) or set apart any sum or property  therefor,  or agree
to do so.

         7.12 Consolidation,  Merger and Acquisition.  Subject to the provisions
of the  Letter of  Intent  and,  if  executed  and  delivered,  the  Acquisition
Agreement (so long as it shall remain in effect), the Company will not, directly
or indirectly:

                  (a) voluntarily  liquidate,  dissolve or otherwise wind up its
         business; or


                                      -12-

<PAGE>



                  (b) permit any  Subsidiary  to merge or  consolidate  with any
         Person (other than the Company or a Wholly-Owned Subsidiary) unless (i)
         the  surviving or resulting  Person is a Subsidiary  which is organized
         under  the laws of a state  of the  United  States  of  America  or the
         District of Columbia,  and (ii) no condition or event shall exist prior
         to, as a result of or immediately after giving effect to such merger or
         consolidation  which  constitutes  an Event of Default  or a  Potential
         Default,  including without  limitation the provisions of paragraph (c)
         of this Section; or

                  (c) consolidate  with or merge into another Person (other than
         a  Wholly-Owned  Subsidiary) or permit another Person to consolidate or
         merge  into  it,  or  acquire  (x) all or any  substantial  part of the
         assets,  property or business  of, or (y) any assets that  constitute a
         division or operating unit of the business of, any other Person, unless
         such  assets,  property  or  business  are or is,  as the  case may be,
         consolidated  with the Company for  financial  reporting  purposes  and
         unless

                           (i)  the  Person  surviving  such   consolidation  or
                  merger, is either (A) the Company,  or (B) an Entity which (I)
                  is organized under the laws of a state of the United States of
                  America, or the District of Columbia, and (II) shall expressly
                  assume the obligations of the Company under this Agreement and
                  under the Notes to the same extent and with the same effect as
                  though such  surviving  Person were a party hereto and thereto
                  and  were  named  and  defined  as the  "Company"  herein  and
                  therein;

                           (ii) no condition  or event shall exist,  either as a
                  result  of,  or  immediately  after  giving  effect  to,  such
                  consolidation,  merger or  acquisition  which  constitutes  an
                  Event of Default or a Potential Default;

                           (iii) none of the rights,  privileges or  preferences
                  of any holder of the Notes would be adversely affected by such
                  consolidation, merger or acquisition; and

                           (iv) in the case of any such acquisition,  all of the
                  assets,  property and  business to be acquired,  to the extent
                  they  relate  to any of the OPM  Assets  or the OPM  Business,
                  shall  have  been  made  subject  to the Lien of the  Security
                  Agreement on terms and conditions  satisfactory to the holders
                  of the Notes.

         7.13  Prohibited  Transactions.  Except as set forth on the  Disclosure
Schedule and marked "Permitted  Affiliated  Transactions" or as otherwise agreed
upon by the holders of the Notes,  the Company will not, and will not permit any
Subsidiary  to,  permit  to exist or enter  into any  agreement  or  arrangement
whereby it engages in a transaction of any kind with any Subsidiary  (other than
a Wholly-Owned  Subsidiary),  or with any other  Affiliate of the Company or any
Subsidiary except on terms no less favorable to the Company as could be obtained
from Persons who are not Affiliates of the Company..

         7.14  Compliance  with ERISA.  The Company will, and will cause each if
its Subsidiaries to, fulfill the obligations under the minimum funding standards
of ERISA  and the Code with  respect  to each  Plan  relating  to any of the OPM
Assets or the OPM  Business,  to the extent such minimum  funding  standards are
applicable,  and comply in all material  respects with the presently  applicable
provisions  of ERISA  and the  Code,  and will  not,  and  will not  permit  any
Subsidiary  to, incur any material  liability to the PBGC or any such Plan under
Title IV of ERISA.

         7.15 Indebtedness. The Company will not, and will not permit any of its
Subsidiaries  to,  create,  incur,  assume or suffer to exist any  Indebtedness,
except:

                  (a) Indebtedness pursuant to this Agreement;

                                      -13-

<PAGE>




                  (b) Indebtedness  (other than Indebtedness for Money Borrowed)
         arising in connection with the Permitted Liens;

                  (c)  Indebtedness  incurred in the ordinary course of business
         which does not represent Indebtedness for Money Borrowed;

                  (d)  Indebtedness  existing on the date of this  Agreement and
         set forth in the Disclosure Schedule; and

                  (e) Other  Indebtedness  for Money  Borrowed so long as, after
         giving effect  thereto and  concurrent  repayment of  Indebtedness  for
         Money Borrowed,  the aggregate  principal  amount of  Indebtedness  for
         Money  Borrowed  to be  outstanding  would  not  exceed  five (5) times
         Operating  Cash Flow for the most recent  twelve  months  ending on the
         calendar  quarter for which  financial  statements are required to have
         been delivered pursuant to the provisions of Section 7.9(a)(i), so long
         as after  giving  effect to such  Indebtedness  for Money  Borrowed  no
         Potential Default or Event of Default has occurred and is continuing.

         7.16  Operation of the Business.  The Company will, and will cause each
of its Subsidiaries to, comply with the provisions of the Acquisition  Agreement
(so long as it remains in  effect),  including  without  limitation  Section 6.6
thereof,  and, at such time as the  Acquisition  Agreement no longer  remains in
full  force  and  effect,   will  comply  with  Section  6.6  thereof  which  is
incorporated  herein by  reference  with the same force and effect as though set
forth hereat in its entirety.

         7.17 Issue of Equity  Securities.  The Company will not issue, or agree
to issue,  any shares of capital stock or any  Convertible  Securities or Option
Securities, if such issuance would result in a Change of Control of the Company.

         8.  Defaults.

         8.1 Events of Default.  If one or more of the following  events (herein
termed "Events of Default") shall have occurred, that is to say:

                  (a) if the Company shall fail to make payment of the principal
         of or  premium,  if any,  or, for a period of five (5)  business  days,
         interest on any of the Notes when and as the same shall  become due and
         payable, whether at their stated maturity, on a date fixed for payment,
         by a notice of payment or offer to pay, by declaration or otherwise; or

                  (b) if any representation or warranty of the Company contained
         in this  Agreement,  or any statement or  certificate  furnished by the
         Company  in  connection  with the  issue or sale of any of the Notes or
         pursuant to any  provision  of this  Agreement,  shall have been false,
         incorrect  or  misleading  when  made  or so  certified  to,  and  such
         representation  and warranty was either (i) willfully and intentionally
         made as such or (ii) not so willfully and  intentionally  made, but the
         defect   giving   rise  to  such   false,   incorrect   or   misleading
         representation  and  warranty,  to the ext curable,  has not been cured
         within  thirty  (30) days of the  Company  obtaining  knowledge  of the
         defect and, whether or not curable,  has,  together with any other such
         false, incorrect or misleading representations and warranties, resulted
         in a Material Adverse Change in the Company; or

                  (c) if the Company or any Subsidiary  shall fail to observe or
         perform any of the  covenants,  agreements or  provisions  contained in
         Sections 7.10 through 7.13, inclusive, 7.15, 7.16 and 7.17; or

                                      -14-

<PAGE>



                  (d) if the  Company  or any  Subsidiary  shall  fail  duly  to
         observe or perform any other covenant, agreement or provision contained
         in this Agreement, the Notes or any other Related Agreement, other than
         those  referred  to in  subdivisions  (a),  (b) or (c) above,  and such
         failure  shall have  continued  for a period of thirty  (30) days after
         written  notice  to the  Company  from the  holders  of a  majority  in
         interest of the Notes; or

                  (e) if  the  Company  or  any  Subsidiary  shall  default,  as
         principal  or as  guarantor  or other  surety,  (i) in any  payment  of
         principal of or premium,  if any, or interest on any  Indebtedness  for
         Money  Borrowed   (other  than  the  Notes),   or  any  purchase  money
         Indebtedness in excess of $100,000,  or (ii) with respect to any of the
         terms of any evidence of such Indebtedness or of any mortgage, security
         agreement,  indenture or other  agreement  relating  thereto,  and such
         default  shall  continue  for more than the  period  of grace,  if any,
         specified therein; or

                  (f) if one or more final judgments for the payment of money in
         excess  of  $150,000  shall be  rendered  against  the  Company  or any
         Subsidiary or the Guarantor, and such judgments shall not be discharged
         or their  discharge shall not have been provided for in accordance with
         its terms, or a stay of execution  thereof shall not have been procured
         within thirty (30) days from the date of the entry  thereof,  or within
         said  period of thirty (30) day period (or such  longer  period  during
         which  execution on such judgment shall have been stayed),  the Company
         or such  Subsidiary  or the  Guarantor  shall not have  filed an appeal
         therefrom (or from the order,  decree or process upon which or pursuant
         to which said judgment shall have been granted, passed or entered); or

                  (g) if the Company or any of its Subsidiaries or the Guarantor
         shall, as a debtor, be involved in or commit an Act of Bankruptcy; or

                  (h) if a Change in Control with  respect to the Company  shall
         be pending or shall have occurred; or

                  (i) if the occurrence of the Acquisition Termination Date;

then,  except as set forth below in this  Section,  (I) in the case of any event
specified in subdivision (g) of this Section,  there shall automatically  become
forthwith  due and payable the unpaid  balance of all of the Notes,  and (II) in
each and every other case  specified in this Section,  the holders of a majority
in  principal  amount  of the  Notes at the time  outstanding  may by  notice in
writing  to the  Company  declare to be  forthwith  due and  payable  the unpaid
balance of all of the Notes,  together  in any such case with  interest  accrued
thereon,  and  thereupon  such balance  shall become so due and payable  without
presentation,  protest or further demand or notice of any kind, all of which are
hereby expressly  waived by the Company;  the Holders of a majority in principal
amount of the Notes of the time  outstanding  may proceed to protect and enforce
their  rights  by  suit  in  equity,  action  at law  and/or  other  appropriate
proceeding,  either  for  specific  performance  of any  covenant  or  provision
contained in the Notes or herein or in aid of the exercise of any power  granted
in the Notes or herein or in lieu thereof.  Notwithstanding any provision to the
contrary in this Agreement, no events other than those described in this Section
8.1 shall  constitute an Event of Default  giving rise to the  consequences  set
forth in clause (I) or (II) of the preceding sentence;  provided,  however, that
should the Event of Default giving rise to the  consequences set forth in clause
(I) or (II) of the preceding  sentence  occur prior to the  consummation  of the
transactions  contemplated by the Acquisition Agreement, the Company may, at its
sole  discretion,  elect to pay the  Notes at their  principal  amount,  without
premium,  but  including  interest  accrued  and  unpaid  thereon to the date of
payment.

         8.2 Notice to the Holders.  If and  whenever  the Company  shall become
aware of the existence of any Event which constitutes,  or which after giving of
notice or passage of time or both would constitute, an Event

                                      -15-

<PAGE>



of  Default,  the  Company  shall  forthwith  give notice to each Holder of such
condition or event and what action the Company has taken,  is taking or proposes
to take with  respect  thereto.  If any  creditor of the Company  shall take any
action,  of which the  Company  shall have actual  knowledge,  in respect of any
Event which constitutes, or which after giving notice or passage of time or both
would constitute,  an Event of Default,  then and in any such event, and whether
or not the Company  shall have given a notice  under the first  sentence of this
Section  with  respect to the  condition or event to which such demand or action
shall relate,  the Company shall  forthwith give to each Holder written  notice,
specifying  such  action  and the  nature of such  alleged  default  or Event of
Default and what  actions  the Company has taken,  is taking or proposes to take
with respect thereto.

         8.3  Annulment  of Defaults.  This Section is subject to the  condition
that,  if at any time after the  principal of any or all of the Notes shall have
been declared and become due and payable,  and before any judgment or decree for
the payment of the moneys so due,  or any part  thereof,  shall be entered,  all
arrears of interest upon all the Notes and all other sums payable upon the Notes
(except the  principal of and  interest on such Notes which by such  declaration
shall have become  payable) shall have been duly paid, and every other Potential
Default  and Event of Default  shall  have been made good or cured,  then and in
every such case the  Holders of a majority in  principal  amount of the Notes at
the time  outstanding may, by written  instrument or instruments  filed with the
Company, rescind and annul such declaration and its consequences.  No rescission
or  annulment  under  this  Section  shall  extend to or affect  any  subsequent
Potential Default or Event of Default or impair any right consequent thereon.

         8.4 Waiver by Company;  Severability of Remedies. To the fullest extent
permitted by applicable law, the Company hereby agrees to waive, and does hereby
absolutely and irrevocably  waive and relinquish,  (a) the benefit and advantage
of any valuation, stay, appraisal,  extension or redemption laws now existing or
which may hereafter exist, which, but for this provision, might be applicable to
any sale made under the  judgment,  order or decree of any court,  or otherwise,
based on the Notes or any claim for interest on the Notes; (b) all presentments,
demands  for  performance  and notices of  nonperformance  (except to the extent
required  by the  provisions  hereof);  (c) any  requirements  of  diligence  or
promptness on the part of any Holder,  as a holder of Notes,  in the enforcement
of its rights under the provisions of this  Agreement or the Notes;  and (d) any
and all notices of every kind and description  which may be required to be given
by any statute or rule of law and any defense of any kind relating thereto which
it may now or hereafter have. In the event any remedy or other provision of this
Section is not enforceable for any reason, no other remedy or provision shall be
affected thereby, and all such other remedies and provisions shall be given full
force and effect in accordance with their terms.

         8.5 No Waiver of Rights.  No course of dealing  between  the Company or
any Subsidiary and any Holder, as a holder of Notes, and no delay or omission on
the  part of any  Holder  in  exercising  any  rights  under  the  Notes or this
Agreement,  shall operate as a waiver of the rights of such Holder,  as a holder
of Notes. No failure to insist upon the strict provisions of any covenant, term,
condition  or  other  provision  of this  Agreement  or any of the  Notes  or to
exercise any right or remedy thereunder shall constitute a waiver by any Holder,
as a holder of Notes, of any such covenant,  term,  condition or other provision
or of any  Potential  Default or Event of Default in connection  therewith.  The
waiver of any  covenant,  term,  condition or other  provision  hereof or of the
Notes or Potential  Default or Event of Default  hereunder on one occasion shall
not be  construed  as a bar to or a waiver of any right or remedy on any  future
occasion and shall not affect or alter this Agreement or the Notes except to the
extent  specifically  provided  in the  instruments  setting  forth such  waiver
delivered  under Section 10.5,  and every  covenant,  term,  condition and other
provision of this Agreement and the Notes shall, in such event, continue in full
force and effect.

         8.6 Costs and  Expenses of  Collection.  Subject to the  provisions  of
Section  10.2,  the Company  covenants and agrees that if default be made in any
payment of principal of or interest on the Notes, it will,

                                      -16-

<PAGE>



to the extent permitted under applicable law, pay to each Holder, as a holder of
Notes,  such  further  amount  as shall be  sufficient  to cover  the  costs and
expenses of collection,  including  reasonable  compensation to the attorneys of
each Holder for all services rendered in that connection.

         8.7 Remedies  Cumulative.  No remedy herein conferred upon each Holder,
as a holder of Notes or  otherwise,  is  intended to be  exclusive  of any other
remedy,  and each and every remedy shall be cumulative  and shall be in addition
to every other remedy given hereunder or now or hereafter  existing at law or in
equity or by statute or otherwise.

         9. Definitions.  As used herein, unless the context otherwise requires,
the following terms 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 in this Agreement shall have such meanings when used
in  the  Disclosure  Schedule  and  in  each  instrument,  notice,  certificate,
communication,  opinion or other  document  executed  or required to be executed
pursuant hereto or thereto or otherwise  delivered,  from time to time, pursuant
hereto or thereto. If the Company has any Subsidiaries all financial terms shall
be deemed to apply to the Company and its Consolidated Subsidiaries,  determined
in  accordance  with GAAP  consistently  applied with the  Financial  Statements
delivered  to  American  hereunder.  Capitalized  terms  used in this  Agreement
without definition which are defined in the Acquisition Agreement shall have the
meaning prescribed therefor in the Acquisition Agreement.

         The term  "Acquisition"  is  defined  in the first  whereas  paragraph,
preceding Section 1.

         The term  "Acquisition  Agreement"  is  defined  in the  first  whereas
paragraph, preceding Section 1, and shall include all amendments,  modifications
and supplements thereto.

         The term  "Acquisition  Termination  Date" shall mean the date on which
the Acquisition Agreement is terminated, whether in accordance with its terms or
by American or the Company, and whether with or without cause.

         The term "Act of  Bankruptcy"  shall mean,  when used with reference to
any Person, any of the following events or occurrences:

                  (a) its  admitting in writing its  inability,  or being unable
         under  Applicable  Law,  or its  failing  generally,  to pay its  debts
         generally as they become due, or

                  (b) its filing a petition, answer or consent seeking relief as
         a debtor or otherwise  commencing a voluntary case under the Bankruptcy
         Code as from time to time in effect, or its authorizing, by appropriate
         proceedings of its board of directors or other governing body, any such
         petition, answer, consent or commencement of such a voluntary case; or

                  (c) the filing  against it or all or any  substantial  part of
         its property of a petition  commencing  an  involuntary  case under the
         Bankruptcy  Code which shall  remain  undismissed  for a period of more
         than  thirty (30) days or which is  consented  to by such Person or any
         order or decree  approving  relief  adverse to such  Person  thereunder
         shall remain unstayed and in effect for more than forty five (45) days;
         or

                  (d) its  commencement  of  proceedings  or filing a  petition,
         answer or consent  seeking relief as a debtor under any Applicable Law,
         other than the  Bankruptcy  Code, of any  jurisdiction  relating to the
         liquidation  or  reorganization  of debtors or to the  modification  or
         alteration of the rights of

                                      -17-

<PAGE>



         creditors,  or its  consenting to or  acquiescing in such relief or its
         admitting or acquiescing in or failing promptly and in any event within
         thirty (30) days of the filing thereof,  in an appropriate  manner,  to
         deny the material  allegations of any petition seeking such relief, any
         such involuntary  petition  remaining  undismissed for more than thirty
         (30) days or an order in any  involuntary  proceeding  adverse  to such
         Person  remaining  unstayed and in effect for more than forty-five (45)
         days; or

                  (e) the entry of an order or decree  (whether or not final) by
         a court of  competent  jurisdiction  (i)  finding it to be  bankrupt or
         insolvent,  (ii) ordering or approving its liquidation,  dissolution or
         winding up, or  reorganization or any modification or alteration of the
         rights of its creditors,  or any  composition or readjustment of debts,
         (iii)  assuming   custody  of,  or  appointing  a  receiver,   trustee,
         sequestrator,  conservator,  assignee,  custodian,  liquidator,  fiscal
         agent or similar official for, such Person or all or a substantial part
         of its property and any such order or decree  shall  continue  unstayed
         and in effect for a period of forty-five (45) days; or

                  (f) its  convening a meeting of  creditors  for the purpose of
         consummating an out-of-court  arrangement,  or making an assignment for
         the benefit of, or entering  into a  composition,  extension or similar
         arrangement  with,  its  creditors  in respect of all or a  substantial
         portion of its debt; or

                  (g)  its  seeking  or  consenting  to or  acquiescing  in  the
         appointment  of  a  receiver,   trustee,   sequestrator,   conservator,
         liquidator,  fiscal agent or other custodian of itself or of all or any
         substantial part of its property; or

                  (h)  its winding-up, liquidation or dissolution; or

                  (i) its  authorization,  by appropriate action of its board of
         directors or other governing body, of any of the foregoing.

         The term "American" is defined in the preamble of this Agreement.

         The term  "Bankruptcy  Code" shall mean 11 U.S.C.  ss. 101 et seq.,  as
from time to time in effect,  and any  successor  law, and any  reference to any
statutory provision shall be deemed to be a reference to any successor statutory
provision.

         The  term  "Capital  Expenditures"  shall  mean,  with  respect  to the
Company,  for any period  during which the amount  thereof is to be  determined,
without  duplication,  the  amount of all  expenses  or  liabilities  (including
without   limitation   Capital  Lease   Obligations)   incurred  or  accrued  or
expenditures  made by the  Company  which,  in  accordance  with GAAP,  would be
treated  as  a  capital   expenditure,   but  shall  not  include   interest  or
amortization,  depreciation  or the like with  respect to any  previous  Capital
Expenditure.

         The term  "Capitalized  Lease  Obligation"  shall  mean  the  principal
portion  of any lease  obligation  on which in  accordance  with  GAAP  would be
characterized as a capital lease.

         The term  "Change in Control"  shall mean,  with  respect to any Person
(the "Target"), any of the following:

                  (a) the acquisition,  directly or indirectly, in a transaction
         or series of  transactions,  including  without  limitation  by merger,
         consolidation  or other  reorganization,  by any  Person  (such term to
         include  anyone  deemed a  person  under  Section  13(d)(3)  under  the
         Securities Exchange Act) of beneficial ownership (within the meaning of
         Rule 13d-3 promulgated under the Securities Exchange Act) of a majority
         or more of the capital stock or voting stock of the Target,  other than
         by (i) the

                                      -18-

<PAGE>



         Target or any of its  Subsidiaries,  (ii) any employee  benefit plan or
         related  trust of the  Target  or any of its  Subsidiaries,  (iii)  any
         existing stockholder of the Target who as of the date of this Agreement
         owns more than ten percent  (10%) of the voting  stock of the Target or
         any of his  Affiliates  or (iv) American or any of its  Affiliates  (an
         "Acquiring Person"); or

                  (b) the sale or other  disposition  of all or any  substantial
         part of the assets of the Target or, in the case of the Company, any of
         the OPM Assets or the OPM  Business,  in one  transaction  or series of
         related  transactions,  including  by way of merger,  consolidation  or
         other reorganization, other than with or to American; or

                  (c) the  adoption  of a plan  relating to the  liquidation  or
         dissolution of the Target; or

                  (d)  the  Continuing   Directors   cease  for  any  reason  to
         constitute a majority of the directors of the Target then in office.

         For purposes of this  definition,  any transfer of any capital stock or
other equity  interest of an Entity that was formed for the purpose of acquiring
voting  stock of the Target  shall be deemed to be a transfer of such portion of
such  voting  stock as  corresponds  to the portion of the equity of such Entity
that has been so transferred.

         The terms "Closing" and "Closing Date" are defined in Section 1.3.

         The term "Company" is defined in the preamble of this Agreement.

         The term  "Continuing  Director"  shall mean any member of the Board of
Directors  of a Person  who (a) is a member  of the Board of  Directors  of such
Person as of the date hereof or (b) was nominated for election by either (i) one
or more of  stockholders  of such Person who, as of the date of this  Agreement,
owned  more than ten  percent  (10%) of the voting  stock of such  Person (or an
Affiliate  of such  Person) or (ii) the Board of  Directors,  a majority of whom
were  directors as of the date of this Agreement or whose election or nomination
for election was previously approved by one or more of such stockholders or such
directors.

         The term  "Disclosure  Schedule"  shall mean the  Disclosure  Schedule,
dated as of the date  hereof,  heretofore  delivered  by the Company to American
pursuant to the provisions of this Agreement.

         The term "Distribution",  when used in reference to capital stock shall
mean:  (i) the  declaration  or payment  of any  distribution  dividend  (except
distributions payable solely in common stock of the Company) on or in respect of
any class of capital  stock of the Company,  (ii) the  purchase,  redemption  or
other  retirement  of any shares of any class of capital stock of the Company or
any  Subsidiary  owned by a Person other than the Company or a  Subsidiary,  and
(iii) any other  distribution  on or in  respect  of any  shares of any class of
capital stock of the Company or any Subsidiary  owned by a Person other than the
Company or a Subsidiary.

         The term "Event of Default" is defined in Section 8.1.

         The  terms  "Guaranty"  or  "Guaranteed"  shall  mean and  include  all
liabilities  and  obligations  under  or by  reason  of any  guarantee  or other
contingent  liability  (other than  endorsements  of negotiable  instruments for
collection or deposit in the ordinary  course of business),  direct or indirect,
with respect to any Indebtedness,  obligation or other liability  (collectively,
an "obligation") of another Person, through an agreement or otherwise.


                                      -19-

<PAGE>



         The terms "Holder" and "Holders"  shall mean the holders,  from time to
time, of any of the Notes.  The terms "Holder of Record" and "Holders of Record"
shall mean  Holders,  from time to time as shown on the  records of the  Company
maintained for such purpose.

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

         The term  "Material  Adverse"  when used alone or in  conjunction  with
other terms (including without limitation "Affect," "Change" and "Effect") shall
mean,  with  respect to the  Company,  any Event or set of Events which could be
expected to (a) have any material  adverse effect upon or result in any material
adverse change in the validity or  enforceability  of the Agreement or any other
agreement,  instrument or other document  executed or required to be executed by
such Person pursuant hereto or thereto,  (b) materially and adversely affect the
business,  operations,  management,  properties or prospects,  or the condition,
financial  or other,  or results of  operation of the Company or the Company and
its Subsidiaries taken as a whole,(c) materially impair the Company's ability to
fulfill its  obligations  under the terms of any agreement,  instrument or other
document executed or required to be executed by the Company,  (d) materially and
adversely  affect the aggregate rights and remedies of any party (other than the
Company)  under the Agreement or any  agreement,  instrument  or other  document
executed  or  required to be  executed  pursuant  hereto or  thereto,  or (e) or
adversely affects the Company's ability to perform this Agreement,  the Notes or
any of the other Related  Agreements or to pay when due, in accordance  with the
terms of this  Agreement  and the  Notes,  the  principal  of and  interest  and
premium, if any, on the Notes.

         The term "Most Recent Balance Sheet" is defined in Section 2.3.

         The term "Notes" is defined in Section 1.1.

         The term "Operating Cash Flow" shall mean, with respect to the Company,
for any period: (a) net revenues of the Company and its Subsidiaries, determined
in accordance with GAAP, for such period, less (b) operating expenses (inclusive
of taxes and corporate overhead, selling and administrative expenses). Cash Flow
shall be  adjusted  on a  consistent  basis to reflect  the  acquisition,  sale,
exchange and  disposition  of property  (other than tangible  personal  property
disposed of in the ordinary  course of  business).  Cash Flow shall  exclude all
extraordinary  gains and  losses  and all gains and  losses  from  acquisitions,
sales,  exchanges  and  dispositions  of assets  (other than  tangible  personal
property disposed of in the ordinary course of business).

         The term "Permitted Liens" shall mean:

                  (a) the security  interest  created  under the  SunTrust  loan
         agreement;

                  (b)  Liens  for  taxes  if  payment  shall  not at the time be
         required to be made in accordance with the provisions of Section 7.2;

                  (c)  Liens of  carriers,  warehousemen,  mechanics,  laborers,
         materialmen  and landlords  incurred in the ordinary course of business
         for sums not yet due or being contested in good faith, if payment shall
         not be required to be made in accordance with the provisions of Section
         7.2;

                  (d) Liens  arising out of judgments or awards,  and appeal and
         similar bonds  incident to the conduct of legal  actions,  against such
         Person  with  respect to which such  Person  shall then be  prosecuting
         appeal or other proceedings for review (and as to which any foreclosure
         or other

                                      -20-

<PAGE>



         enforcement  proceedings  shall not have begun or shall have been fully
         bonded or otherwise ef fectively stayed);

                  (e) Liens  incurred  in the  ordinary  course of  business  in
         connection with worker's compensation and unemployment  insurance Laws,
         but  only  so  long  as no  foreclosure,  distraint,  sale  or  similar
         proceedings have been commenced with respect thereto; and

                  (f) Liens set forth in the Disclosure Schedule.

         The term "Potential Default" shall mean any event or circumstance which
after notice, passage of time, or both, would become an Event of Default.

         The term "Prime Rate" is defined in Section 1.1.

         The term "Purchase Price" is defined in Section 1.2.

         The term "Related  Agreement" shall mean this Agreement,  the Notes and
each other agreement,  instrument and other document  executed or required to be
executed  by the  Company  on the  Closing  Date or at any time  thereafter,  in
connection  with the  transactions  contemplated by this Agreement or any of the
other Related  Agreements,  in each case, as amended,  modified or  supplemented
from time to time.

         The term  "Securities  Act" shall mean the  Securities Act of 1933, and
the rules and regulations  promulgated  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.

         The term "Securities  Exchange Act" shall mean the Securities  Exchange
Act of 1934, and the rules and regulations promulgated  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.

         The  term  "Solvent"  shall  mean,  with  respect  to any  Person  on a
particular  date,  that on such  date (i) the fair  value of the  assets of such
Person (both at fair  valuation and at present fair  saleable  value) is, on the
date of determination,  greater than the total amount of liabilities, including,
without  limitation,  contingent and unliquidated  liabilities,  of such Person,
(ii) such Person is able to pay all  liabilities  of such Person as they mature,
and (iii) such Person does not have  unreasonably  small  capital  with which to
carry on its business.  In computing  the amount of  contingent or  unliquidated
liabilities at any time, such  liabilities will be computed at the amount which,
in light of all the facts and  circumstances  existing at such time,  represents
the  amount  that can  reasonably  be  expected  to become an actual or  matured
liability.  For  purposes  of this  definition,  "indebtedness"  shall  mean any
liability on a claim,  and "claim"  shall mean (a) right to payment,  whether or
not  such  right  is  reduced  to  judgment,  liquidated,  unliquidated,  fixed,
contingent,  matured, unmatured,  disputed, undisputed, legal equitable, secured
or unsecured,  or (b) right to an equitable  remedy for breach of performance if
such breach  gives rise to a payment,  whether or not such right to an equitable
remedy is reduced to judgment, fixed, contingent,  matured, unmatured, disputed,
undisputed, secured or unsecured.

         The term  "Wholly-Owned  Subsidiary"  shall  mean a  Subsidiary  of the
Company,  all of the  outstanding  shares of every  class of stock  (other  than
directors'  qualifying  shares,  if required by statute,  the  certificates  for
which,  duly endorsed in blank or  accompanied by a stock power duly endorsed in
blank, shall

                                      -21-

<PAGE>



be held by such  Subsidiary)  and all other  securities of which are at the time
owned,   directly  or  indirectly,   by  the  Company  or  another  Wholly-Owned
Subsidiary.

         10.  Miscellaneous Provisions.

         10.1 Stamp and Other Taxes.  The Company  covenants  and agrees that it
will pay all United States and state  documentary stamp or similar excise taxes,
including  any interest or penalties  thereon,  which may be legally  payable in
connection  with or  arising  out of the  issue  of any of the  Notes  and  will
indemnify  each holder of any thereof  against,  and save it harmless  from, any
liability, cost or expense in respect of any such stamp taxes or other taxes and
any interest or penalties  thereon.  The Company's  agreement in this connection
shall survive termination of this Agreement and the payment of the Notes.

         10.2  Expenses.  Whether or not the  transactions  contemplated  hereby
shall be  consummated,  each party will pay all of its  respective  expenses  in
connection  with such  transactions  and in  connection  with any  amendments or
waivers  (whether or not the same become  effective) under or in respect of this
Agreement, the Notes and the other Related Agreements to which it is a party.

         Anything in this Section or elsewhere in this Agreement to the contrary
notwithstanding,  in the event of any Legal  Action  between the Company and the
holders from time to time of the Notes,  the prevailing  party shall be entitled
to be  reimbursed  for the  reasonable  legal fees and  expenses and other court
costs of such Legal Action.

         10.3  Survival of Covenants;  Successors  and Assigns.  All  covenants,
agreements  and  representations  made herein and in  certificates  delivered in
connection  herewith  shall  be  deemed  material  and  relied  on  by  American
notwithstanding any investigation made by it or in its behalf, and shall survive
the execution  and delivery of the Notes,  to it and its payment  therefor,  and
shall bind and,  subject to compliance  with the  provisions  of this  Agreement
including without limitation Section 7.12, inure to the benefit of the Company's
successors  and assigns,  whether so  expressed or not, and all such  covenants,
agreements and representations  shall inure to the benefit of the successors and
assigns of American, whether so expressed or not.

         10.4 Notices and Communications.  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 effective  (a) three (3) days after being
mailed by first-class, express mail, postage prepaid, (b) the next day when sent
by overnight by recognized mail courier service, (c) upon confirmation when sent
by  telex,  telegram,  telecopy  or other  similar  form of rapid  transmission,
confirmed  by mailing  (by first  class or express  mail,  postage  prepaid,  or
recognized overnight mail courier service) written confirmation at substantially
the  same  time as such  rapid  transmission,  or (d) upon  delivery  personally
delivered to an officer of the receiving party. All such communications shall be
mailed, set or delivered:

                  (a) if to the Company, at 325 Interstate Boulevard,  Sarasota,
         Florida 34240,  (facsimile [941] 379-4562),  attention:  Owen P. Mills,
         President (with a copy to Ruden, McCloskey Sarasota, Florida (facsimile
         [941]365-0140), attention: John Dart, Esq.);

                  (b) if to American,  c/o American  Radio Systems  Corporation,
         116 Huntington  Avenue,  Boston, MA 02116,  (facsimile [617] 375-7575),
         attention:  Joseph L. Winn,  Chief  Financial  Officer  (with copies to
         American at 6400 North  Congress  Avenue,  Suite 1750,  Boca Raton,  FL
         33487,  (facsimile:  [407] 998-2278),  attention:  James S. Eisenstein,
         Chief  Development  Officer,  and  Sullivan & Worcester  LLP,  One Post
         Office Square, Boston, Massachusetts 02109, (facsimile [617] 338-2880),
         attention: Norman A. Bikales, Esq.); and


                                      -22-

<PAGE>



                  (c) if to any other  Holders of Notes to the address set forth
in the Company's records;

or at such other  addresses  (including  copies) as any party may  designate  in
writing to the other parties to this Agreement.

         10.5  Amendments  and Waivers.  Any provision of this  Agreement to the
contrary  notwithstanding,  changes in or  additions to this  Agreement  and the
Notes may be made, or compliance with any term, covenant,  agreement,  condition
or provision  set forth  herein,  in the Notes may be omitted or waived  (either
generally or in a particular instance and either retroactively or prospectively)
with,  but only with,  the  consent in writing of the  holders of a majority  in
principal  amount of the Notes at the time  outstanding and the Company,  except
that no such  change,  addition,  omission,  waiver or consent  may be made with
respect to the Notes,  without  the  consent of all of the holders of the Notes,
except as  otherwise  provided  in  Section  8.3,  if it  involves  any  change,
addition,  omission,  waiver or consent with respect to the provisions regarding
the  amount,  timing or form of payment of  premium,  if any,  or interest on or
principal of the Notes, the maturity date thereof or which changes or amends the
provisions of this Section with respect to the requirement of unanimous  consent
of the  Noteholders;  and each such change,  addition or waiver shall be binding
upon each  future  holder  of the Notes  and,  in the case of the  Company,  its
successors  and  permitted  assigns.   Any  consent  may  be  given  subject  to
satisfaction of conditions stated therein. The failure to insist upon the strict
provisions of any covenant, term, condition or other provision of this Agreement
or the Notes or to exercise any right or remedy  hereunder or  thereunder  shall
not constitute a waiver of any such covenant, term, condition or other provision
thereof or Potential  Default or Event of Default in connection  therewith.  The
waiver of any covenant,  term, condition or other provision hereof or thereof or
Potential  Default or Event of Default  hereunder shall not affect or alter this
Agreement or the Notes in any other respect, and each and every covenant,  term,
condition or other  provision  of this  Agreement  and the Notes shall,  in such
event,  continue  in full force and  effect,  except as so waived,  and shall be
operative  with  respect  to any other then  existing  or  subsequent  Potential
Default or Event of Default in connection therewith.

         10.6  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
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.

         10.7 Entire  Agreement.  This Agreement (which term, unless the context
otherwise  specifically  requires,  includes all Exhibits and Schedules  hereto)
constitutes the entire  agreement  between American and the Company with respect
to the subject matter hereof and supersedes all prior agreements,  arrangements,
covenants, promises, conditions,  understandings,  inducements,  representations
and negotiations, expressed or implied, oral or written, between them as to such
subject matter.

         10.8  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 Related Document,  the remedy
at law would be inadequate and agrees that for breach of such  provisions,  each
party  shall 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

                                      -23-

<PAGE>



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.

         10.9 Saturdays,  Sundays,  Holidays,  etc. If the last or appointed day
for taking of any action  required or  permitted  hereby or by the Notes  (other
than the payment of principal  of or interest or premium,  if any, on the Notes)
shall be a Saturday,  Sunday or legal  holiday in  Sarasota,  Florida or Boston,
Massachusetts,  or a day on which banking  institutions in Sarasota,  Florida or
Boston,  Massachusetts,  are authorized by law or executive order to close, then
such  action  may be taken  on the  next  succeeding  business  day for  banking
institutions in such cities.

         10.10  Brokers,  etc. No broker,  finder or other  person  performing a
similar  function has been retained by the Company in connection  with the issue
and  sale of the  Notes or the  Acquisition.  The  Company  will  pay,  and will
indemnify and hold harmless American and its officers, directors,  stockholders,
employees,  trustees and agents from, the fees,  commissions and expenses of any
Person purporting to have acted on the Company's behalf in such connection or in
connection  with the issue and sale of the Notes and the  Acquisition.  American
will pay, and will  indemnify  and hold  harmless the Company and its  officers,
direc tors,  employees,  trustees and agents  from,  the fees,  commissions  and
expenses of any Person  purporting  to have acted on  American's  behalf in such
connection  or in  connection  with  the  issue  and sale of the  Notes  and the
Acquisition.

         10.11 Headings;  Counterparts. The headings contained in this Agreement
are for  reference  purposes  only and shall not limit or  otherwise  affect the
meaning of any provision of this  Agreement.  This  Agreement may be executed in
any number of counterparts, each of which shall be an original, but all of which
together  shall  constitute  one  instrument,  binding  upon all of the  parties
hereto. In pleading or proving any provision of this Agreement,  it shall not be
necessary to produce more than one of such counterparts.

         10.12 Severability. If any 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 conflict
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 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 any 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  contemplated  by this  Agreement  are
fulfilled and consummated to the maximum extent possible.

         10.13 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
Related  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.

                                      -24-

<PAGE>


         10.14 Specific  Performance;  Other Rights.  The parties recognize that
various  of the  rights of the  parties  under this  Agreement  are unique  and,
accordingly,  the parties  shall,  in addition to such other  remedies as may be
available  to it at law or in  equity,  have the  right to  enforce  its  rights
hereunder  by actions for  injunctive  relief and  specific  performance  to the
extent  permitted  by Law.  Nothing  herein  contained  shall  be  construed  as
prohibiting  either party from pursuing any other  remedies  available to it for
such breach or threatened  breach,  including without limitation the recovery of
damages.

         IN WITNESS WHEREOF the parties hereto have executed this Agreement, all
pursuant to authority  heretofore  granted,  to the extent applicable,  by their
respective Boards of Directors, as of the date and year first above written.

                                  OPM - USA - INC.

                                  By:________________________________
                                      Name:
                                     Title:

                                  American Tower Systems Corporation

                                  By:________________________________
                                      Name:
                                     Title:







                                      -25-