Exhibit 10.2













                            ASSET PURCHASE AGREEMENT

                                 By and Between

                          AMERICAN TOWER SYSTEMS, INC.

                             B & E ASSOCIATES, INC.

                                   Dated as of

                                  May 27, 1997












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<TABLE>
<CAPTION>

                                                   TABLE OF CONTENTS
<S>              <C>                                                                                            <C>

ARTICLE 1         DEFINED TERMS...................................................................................1

ARTICLE 2         SALE AND PURCHASE OF ASSETS.....................................................................1
                  2.1      Agreement to Sell and Buy..............................................................1
                  2.2      Assumption of Liabilities and Obligations. ............................................1
                  2.3      Closing; Purchase Price................................................................3
                  2.4      Accounts Receivable....................................................................3

ARTICLE 3         REPRESENTATIONS AND WARRANTIES OF BEA...........................................................4
                  3.1      Organization and Business; Power and Authority; Effect of Transaction..................4
                  3.2      Financial and Other Information.  .....................................................5
                  3.3      Changes in Condition...................................................................5
                  3.4      Materiality............................................................................5
                  3.5      Title to Properties; Leases............................................................5
                  3.6      Compliance with Private Authorizations.................................................5
                  3.7      Compliance with Governmental Authorizations and Applicable Law.........................6
                  3.8      Intangible Assets......................................................................7
                  3.9      Related Transactions...................................................................7
                  3.10     Solvency...............................................................................7
                  3.12     Employee Retirement Income Security Act of 1974........................................7
                  3.13     Absence of Sensitive Payments..........................................................7
                  3.14     Inapplicability of Specified Statutes..................................................8
                  3.15     Employment Arrangements................................................................8
                  3.16     Material Agreements....................................................................8
                  3.17     Ordinary Course of Business............................................................8
                  3.18     Broker or Finder.......................................................................9

ARTICLE 4         REPRESENTATIONS AND WARRANTIES OF ATS...........................................................9
                  4.1      Organization and Business; Power and Authority; Effect of Transaction..................9
                  4.2      Broker or Finder......................................................................10
                  4.3      Solvency..............................................................................10
                  4.4      No Legal Action.......................................................................10

ARTICLE 5         CLOSING CONDITIONS.............................................................................10
                  5.1      Conditions to Obligations of Each Party to effect the Transactions....................10
                  5.2      Conditions to Obligations of ATS......................................................11
                  5.3      Conditions to Obligations of BEA......................................................11

ARTICLE 6         INDEMNIFICATION................................................................................12
                  6.1      Survival..............................................................................12
                  6.2      Indemnification.......................................................................12
                  6.3      Limitation of Liability...............................................................13
                  6.4      Notice of Claims......................................................................13
                  6.5      Defense of Third Party Claims.........................................................13
                  6.6      Exclusive Remedy......................................................................14

ARTICLE 7         GENERAL PROVISIONS.............................................................................14
                  7.1      Amendment.............................................................................14
                  7.2      Waiver................................................................................14

                                      

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                  7.3      Fees, Expenses and Other Payments.....................................................14
                  7.4      Notices...............................................................................14
                  7.5      Specific Performance; Other Rights and Remedies.......................................15
                  7.6      Severability..........................................................................16
                  7.7      Counterparts..........................................................................16
                  7.8      Section Headings......................................................................16
                  7.9      Governing Law.........................................................................16
                  7.10     Further Acts..........................................................................16
                  7.11     Entire Agreement......................................................................16
                  7.12     Assignment............................................................................17
                  7.13     Parties in Interest...................................................................17
                  7.14     Arbitration...........................................................................17
                  7.15     Mutual Drafting.......................................................................17

</TABLE>

APPENDIX A:       Definitions

SCHEDULES:        BEA Disclosure Schedule




                                      -ii-

<PAGE>


                            ASSET PURCHASE AGREEMENT

         This Asset Purchase Agreement (this "Agreement") is dated as of May 21,
1997 by and  between  American  Tower  Systems,  Inc.,  a  Delaware  corporation
("ATS"), and B & E Associates, Inc., a Massachusetts corporation ("BEA").

         WHEREAS, BEA is engaged in the business of identifying and locating and
managing communication sites for third parties (the "BEA Business"); and

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

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


                                    ARTICLE 1

                                  DEFINED TERMS

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


                                    ARTICLE 2

                           SALE AND PURCHASE OF ASSETS

         2.1 Agreement to Sell and Buy.  Subject to the terms and conditions set
forth in this Agreement, BEA hereby agrees to sell, assign, transfer and deliver
to ATS at the Closing, and ATS agrees to purchase at the Closing, the BEA Assets
and the BEA  Business,  free and  clear of any  Liens of any  nature  whatsoever
except for  Permitted  Liens.  For  purposes  of this  Agreement,  the term "BEA
Assets" shall mean all of the Assets of BEA set forth on Schedule 2.1 of the BEA
Disclosure Schedule.

         2.2      Assumption of Liabilities and Obligations.

         (a) At the Closing,  ATS shall assume and agree to pay,  discharge  and
perform the following obligations and liabilities of BEA (collectively, the "BEA
Assumed  Obligations"):  (i) all of the obligations and liabilities of BEA under
the BEA Assumable  Agreements,  and (ii) all  obligations and liabilities of BEA
with respect to the ownership and operation of the BEA Assets and the conduct of
the BEA Business, on and

                                                     


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after the Closing Date; provided,  however,  that notwithstanding the foregoing,
ATS shall not assume and agree to pay, and shall not be  obligated  with respect
to, the BEA Nonassumed Obligations.

         (b) ATS shall  not  assume or become  obligated  to  perform  any debt,
liability  or  obligation  of BEA  relating  to any  of  the  following  matters
(collectively, the "BEA Nonassumed Obligations"):

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

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

                  (iii)  any insurance policies of BEA;

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

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

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

                  (vii) any obligation or liability relating to any asset of BEA
         not included in the BEA Assets.

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

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

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

All  BEA  Nonassumed  Obligations  shall  remain  and  be  the  obligations  and
liabilities solely of BEA.

         (c)  Notwithstanding  anything  contained  in  this  Agreement  to  the
contrary,  except as set forth in Section 2.2(c) of the BEA Disclosure Schedule,
all items of income and expense  (including  without  limitation with respect to
rent,  utility  charges,  Pro Ratable Taxes and wages,  salaries and accrued but
unused vacation of BEA employees) arising from the ownership or operation of the
BEA Assets or the  conduct of the BEA  Business  shall be  prorated  as of 12:01
a.m.,  Eastern time, on the Closing Date,  with BEA entitled to and  responsible
for any  such  items on or prior to the  Closing  Date and ATS  entitled  to and
responsible  for any such items  relating to any  subsequent  period.  For these
purposes, Pro Ratable Taxes attributable to a period that begins before and ends
after the Closing Date shall be treated on a "closing of the books" basis

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as two  partial  periods,  one ending at the close of the  Closing  Date and the
other beginning on the day after the Closing Date, except that Pro Ratable Taxes
(such as property  Taxes)  imposed on a periodic  basis shall be  allocated on a
daily basis.  If either party shall have  received any such revenues or paid any
such expenses or charges which, pursuant to the terms hereof, the other party is
entitled to or responsible for, it shall furnish the other party with a detailed
statement  of any such  items as soon as  practicable  after  receipt or payment
thereof.  The parties  shall use their best efforts to agree upon such items and
other  adjustments  prior to the Closing  Date and, in any event,  except as set
forth in Section 2.2(c) of the BEA Disclosure  Schedule,  within sixty (60) days
thereafter.  If the  parties  are unable  within  such period to agree upon such
items and other  adjustments,  BEA and ATS shall,  within the following ten (10)
days, jointly designate a nationally known independent public accounting firm to
be  retained  to review  such  items and other  adjustments.  The fees and other
expenses of retaining such  independent  public  accounting  firm shall be borne
equally by BEA and ATS. Such firm shall report its  conclusions as to such items
and  other  adjustments  pursuant  to this  Section  and  such  report  shall be
conclusive  on all  parties  to this  Agreement  and not  subject  to dispute or
review.  Upon such agreement or  determination  by such  independent  accounting
firm, BEA or ATS, as the case may be, shall  promptly  reimburse the other party
for any income  received or expenses paid by the other party and not  previously
reimbursed or any other adjustment required by this Section.

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

         2.3  Closing;  Purchase  Price.  The closing of the  Transactions  (the
"Closing") shall take place at Sullivan & Worcester LLP, One Post Office Square,
Boston, Massachusetts 02109, at 10:00 a.m., local time, on May 21 , 1997 or such
other  date,  prior to the  Termination  Date,  as the  parties  may agree  (the
"Closing Date"). At the Closing, each of the parties shall deliver such bills of
sale,  assignments,  assumptions of liabilities,  opinions and other instruments
and  documents  as are  described  in  this  Agreement  or as  may be  otherwise
reasonably  requested by the parties and their respective counsel.  The purchase
price for the BEA Assets and the BEA Business (the "Purchase Price") shall be an
amount equal to $4,333,000,  subject to adjustment as provided in Section 2.2(d)
plus an amount  equal to the Prepaid  Expenses  and minus an amount equal to the
sum of (i) the BEA Nonassumed  Obligations,  if any, which ATS agrees to assume,
and (ii) Prepaid Revenues.

         2.4  Accounts  Receivable.  At the closing,  BEA shall  appoint ATS its
agent for the purpose of collecting all Accounts  Receivable relating to the BEA
Business.  BEA  shall  deliver  to ATS on or as soon as  practicable  after  the
Closing Date a complete and detailed  statement showing the name, amount and age
of each Accounts  Receivable of the BEA Business.  Subject to and limited by the
following,  revenues  relating to the  Accounts  Receivable  relating to the BEA
Business will be for the account of BEA. ATS shall use the same  procedures  and
efforts which it uses with respect to its own accounts receivable to collect the
Accounts Receivable with respect to the BEA Business for a period of ninety (90)
days after the Closing Date (the "Collection  Period").  Any payment received by
ATS during the  Collection  Period from any customer with an account which is an
Accounts  Receivable  with respect to the BEA Business shall first be applied in
reduction of the Accounts Receivable,  unless the customer contests the validity
of such  application.  If the  customer  contests  the  validity  of any payment
received by ATS during the  Collection  Period to be applied in reduction of the
Accounts  Receivable,  then ATS shall  promptly  notify BEA and any payment with
respect to which  application  is contested  as aforesaid  shall be placed in an
escrow arrangement reasonably  satisfactory to ATS and BEA until the validity of
the application is determined.  During the Collection  Period, ATS shall furnish
BEA with a list of, and pay over to BEA, the amounts  collected  with respect to
the Accounts  Receivable with respect to the BEA Business on a monthly basis and
forward to BEA, promptly upon receipt or delivery, as the case may be, copies of
all correspondence relating to Accounts Receivable. ATS shall provide BEA with a
final  accounting on or before the fifteenth (15th) day following the end of the
Collection Period.  Upon the request of either party at and after such time, the
parties shall meet to mutually

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and in good faith analyze any  uncollected  Accounts  Receivable to determine if
the same, in their reasonable  business  judgment,  are deemed to be collectable
and if ATS desires to retain such Accounts Receivable.  As to each such Accounts
Receivable,  the parties  shall  negotiate  a good faith value of such  Accounts
Receivable,  which ATS shall pay to BEA if ATS, in its sole discretion,  chooses
to retain such Accounts Receivable. BEA shall retain the right to collect any of
its Accounts Receivable as to which the parties are unable to reach agreement as
to a good faith value, and ATS agrees to turn over to BEA any payments  received
against any such  Accounts  Receivable.  ATS shall not be  obligated  to use any
extraordinary  efforts to collect any of the Accounts  Receivable assigned to it
for  collection  hereunder  or to refer  any of such  Accounts  Receivable  to a
collection agency or to any attorney for collection,  and ATS shall not make any
such  referral  or  compromise,  nor  settle  or adjust  the  amount of any such
Accounts  Receivable,  except with the  approval of BEA. ATS shall not incur any
liability to BEA for any  uncollected  account  unless ATS shall have engaged in
willful misconduct or gross negligence in the performance of its obligations set
forth in this Section.  During and after the Collection Period, without specific
agreement  with ATS to the  contrary,  neither BEA nor its agents shall make any
direct solicitation of the Accounts Receivable for collection  purposes,  except
for Accounts Receivable retained by BEA after the Collection Period.


                                    ARTICLE 3

                      REPRESENTATIONS AND WARRANTIES OF BEA

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

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

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

         (b) BEA has all requisite  corporate power and corporate  authority and
has in full  force  and  effect  all  Governmental  Authorizations  and  Private
Authorizations,  except  for  those  set  forth  in  Section  3.1(b)  of the BEA
Disclosure  Schedule or those the failure of which to obtain do not and will not
have,  individually  or in the  aggregate,  any material  adverse effect on BEA,
necessary  to enable it to execute and deliver,  and to perform its  obligations
under,  this Agreement and each Collateral  Document  executed or required to be
executed by it pursuant hereto or thereto or to consummate the Transactions; and
the execution,  delivery and  performance of this Agreement and each  Collateral
Document  executed or  required to be executed by it pursuant  hereto or thereto
have been duly authorized by all requisite corporate or other action on the part
of either of the BEA. This Agreement has been duly executed and delivered by BEA
and  constitutes,  and each  Collateral  Document  executed  or  required  to be
executed by it pursuant hereto or thereto or to consummate the Transactions when
executed  and  delivered  by BEA  will  constitute,  legal,  valid  and  binding
obligations  of BEA,  enforceable  in accordance  with their  respective  terms,
except  as  such  enforceability  may  be  limited  by  bankruptcy,  moratorium,
insolvency  and similar laws  affecting the rights and remedies of creditors and
obligations of debtors generally and by general principles of equity.

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


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                  (i) will conflict with, or result in a breach or violation of,
         or  constitute  a default  under,  any  Organic  Document of BEA or any
         Applicable  Law on the part of BEA, or will conflict with, or result in
         a breach or violation of, or constitute a default under,  or permit the
         acceleration  of  any  obligation  or  liability  in,  or but  for  any
         requirement  of  giving  of notice  or  passage  of time or both  would
         constitute  such a conflict  with,  breach or violation  of, or default
         under, or permit any such  acceleration in, any Contractual  Obligation
         of BEA,  other  than those  constituting  BEA  Nonassumed  Obligations;
         provided,  however,  that BEA makes no representation and warranty that
         any Contractual  Obligation  which requires a consent to its assignment
         will not be  breached  if such  consent  is not  obtained  prior to the
         Closing and the rights of BEA thereunder are  nevertheless  assigned to
         ATS; or

                  (ii)  will  require  BEA to make or  obtain  any  Governmental
         Authorization,  Governmental Filing or Private Authorization  including
         without limitation under the FCA.

         (d)      BEA has no Subsidiaries.

         3.2 Financial and Other Information.  The BEA has heretofore  furnished
to ATS  copies  of  the  internally  prepared  cash  basis  income  and  expense
statements  of the BEA  Business  listed in  Section  3.2 of the BEA  Disclosure
Schedule  (the "BEA  Statements").  The BEA  Statements  are true,  accurate and
complete cash basis income and expense statements in all material  respects,  do
not contain any untrue statement of a material fact, and fairly present the cash
flow of the BEA Business for the respective periods covered thereby,  subject to
normal nonmaterial  adjustments.  ATS acknowledges that no representations  have
been made by BEA that (a) the past financial  performance of BEA as reflected in
the BEA Statements (and on the Tax Returns furnished  pursuant to the provisions
of Section 3.11) are in any way reflective of future  financial  performance and
(b) that certain  amounts of income  included in the BEA Statements  (and on the
Tax Returns  furnished  pursuant to the  provisions of Section 3.11) are derived
from sources other than the BEA Assets.

         3.3 Changes in Condition.  Since the date of the most recent statements
constituting  a part of the BEA  Statements,  except to the extent  specifically
described  in  Section  3.3 of the BEA  Disclosure  Schedule,  there has been no
material adverse change in the BEA Assets or the BEA Business. There is no Event
known  to BEA  which  materially  adversely  affects,  or (so far as BEA can now
reasonably foresee) is likely to materially  adversely affect, the BEA Assets or
the BEA Business,  except to the extent specifically described in Section 3.3 of
the BEA Disclosure Schedule.

         3.4 Materiality.  The  representations and warranties set forth in this
Article would in the aggregate be true and correct even without the  materiality
exceptions  or  qualifications  contained  therein  or  set  forth  in  the  BEA
Disclosure  Schedule,  except for such exceptions and  qualifications  including
without limitation those set forth in the BEA Disclosure  Schedule which, in the
aggregate for all such  representations  and  warranties,  are not and could not
reasonably  be  expected to be  materially  adverse to the BEA Assets or the BEA
Business.

         3.5  Title to  Properties;  Leases.  BEA does not own or lease any real
property or lease any  personal  property  that is part of the BEA Assets or own
any  material  items of  tangible  personal  property  and,  therefore,  no real
property or any  material  items of tangible  personal  property or any interest
therein is being transferred.

         3.6  Compliance  with  Private  Authorizations.  Section 3.6 of the BEA
Disclosure   Schedule  sets  forth  a  true,  accurate  and  complete  list  and
description of each Private  Authorization which individually is material to the
BEA Assets or the BEA  Business.  BEA has  obtained  all Private  Authorizations
which are  necessary  for the  ownership  or  operation of the BEA Assets or the
conduct of the BEA  Business  which,  if not  obtained  and  maintained,  could,
individually or in the aggregate, materially adversely affect BEA;

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provided,  however,  that the  representations  and warranties set forth in this
Section are not intended to apply to (a) any of the  consents  required in order
to assign the BEA Assets to ATS pursuant to the  provisions  of this  Agreement,
and (b) the  failure of BEA to obtain  any or all of the  consents  required  in
order to  assign  the BEA  Assets  to ATS  pursuant  to the  provisions  of this
Agreement. All of such Private Authorizations are valid and in good standing and
are in full  force  and  effect.  BEA is not in breach  or  violation  of, or in
default in the  performance,  observance  or  fulfillment  of, any such  Private
Authorization,  and no Event exists or has occurred,  which constitutes,  or but
for any  requirement  of  giving  of notice  or  passage  of time or both  would
constitute,  such a  breach,  violation  or  default,  under  any  such  Private
Authorization,  except for such  defaults,  breaches or violations as do not and
will not have in the aggregate  any material  adverse  effect on BEA;  provided,
however, that the foregoing representation and warranty is not intended to apply
to the failure of BEA to obtain all consents required in order to assign the BEA
Assets to ATS  pursuant to the  provisions  of this  Agreement.  No such Private
Authorization is the subject of any pending or, to BEA's  knowledge,  threatened
attack, revocation or termination.

         3.7 Compliance with Governmental Authorizations and Applicable Law.

         (a) Except as otherwise specifically described in Section 3.7(a) of the
BEA Disclosure Schedule,  there is no Governmental  Authorization required under
Applicable Laws (i) to own and operate the BEA Business,  as currently conducted
or proposed to be  conducted  on or prior to the Closing  Date,  or (ii) that is
necessary to permit BEA to execute and deliver this Agreement and to perform its
obligations hereunder;  provided, however, that the foregoing representation and
warranty  is  not  intended  to  apply  to  consents  of  Persons   (other  than
Authorities)  required in order to assign the BEA Assets to ATS  pursuant to the
provisions of this Agreement.

         (b) Except as otherwise specifically described in Section 3.7(b) of the
BEA  Disclosure  Schedule,  neither BEA nor any director or officer  thereof (in
connection  with  ownership or operation of the BEA Assets or the conduct of the
BEA Business) is in or is charged by any Authority with or, to BEA's  knowledge,
at any time  since  January  1,  1993 has  been in or has  been  charged  by any
Authority with, or, to BEA's knowledge,  is threatened or under investigation by
any  Authority  with  respect  to,  breach or  violation  of, or  default in the
performance,  observance or  fulfillment  of, any Applicable Law relating to the
ownership and operation of the BEA Assets or the conduct of the BEA Business. In
particular,  but without limiting the generality of the foregoing,  there are no
applications,  complaints  or Legal  Actions  pending  or,  to BEA's  knowledge,
threatened before or by any Authority (x) relating to the ownership or operation
of the BEA Assets or the conduct of the BEA Business  which,  individually or in
the  aggregate,  are  reasonably  likely  to  result  in the  imposition  of any
restriction  of such a  nature  as  would  adversely  affect  the  ownership  or
operation of the BEA Assets or the conduct of the BEA  Business;  (y)  involving
charges of illegal  discrimination  by BEA under any federal or state employment
Laws, or (z) involving  Environmental  Laws or zoning laws,  except as otherwise
specifically described in Section 3.7(b) of the BEA Disclosure Schedule.

         (c) Except as otherwise specifically described in Section 3.7(c) of the
BEA  Disclosure  Schedule,  no Event  exists or has  occurred,  which,  to BEA's
knowledge,  constitutes,  or but for any  requirement  of  giving  of  notice or
passage of time or both would constitute,  such a breach,  violation or default,
under any Applicable Law, except for such breaches, violations or defaults as do
not and will not have,  individually or in the aggregate,  any material  adverse
effect on the BEA Assets or the BEA Business.

         (d) With respect to matters, if any, of a nature referred to in Section
3.7(b)  or  3.7(c)  of  the  BEA  Disclosure   Schedule,   except  as  otherwise
specifically  described in Section  3.7(d) of the BEA Disclosure  Schedule,  all
such  information  and  matters  set forth in the BEA  Disclosure  Schedule,  if
adversely  determined  against BEA, will not,  individually or in the aggregate,
have a materially adverse effect on the BEA Assets or the BEA Business.

                                       -6-


<PAGE>




         3.8  Intangible  Assets.  There are no  Intangible  Assets  (other than
Private  Authorizations)  required  for the  ownership  or  operation of the BEA
Assets or the  conduct of the BEA  Business as  currently  owned,  operated  and
conducted  or proposed to be owned,  operated  and  conducted on or prior to the
Closing  Date.  BEA, to its  knowledge,  does not  wrongfully  infringe  upon or
unlawfully  use any Intangible  Assets owned or claimed by another,  and BEA has
not  received  any  notice of any  claim or  infringement  relating  to any such
Intangible Asset.

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

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

         3.11     Tax Matters.

         (a) BEA is not a "consenting corporation" within the meaning of Section
341(f)  of the  Code.  BEA has at all  times  been  taxable  as a  Subchapter  C
corporation  under the Code,  and has  never  been a member of any  consolidated
group for Tax purposes,  except as otherwise set forth in Section 3.11(a) of the
BEA Disclosure Schedule.

         (b) The information  shown on the federal income Tax Returns of BEA for
each of the most recent four tax years (true and complete  copies of which have,
to the extent requested by ATS, been furnished by BEA to ATS) is true,  accurate
and complete in all material  respects  and fairly and  accurately  reflects the
information  purported  to be shown.  Federal  Tax  Returns of BEA have not been
examined by the Internal Revenue  Service,  and BEA has not been notified of any
proposed  examination,  except as shown in Section 3.11(b) of the BEA Disclosure
Schedule.

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

         3.12 Employee  Retirement  Income  Security Act of 1974. BEA (which for
purposes of this Section  shall  include any ERISA  Affiliate) is not making any
contribution  to or sponsoring,  and has not at any time since its  organization
made any contribution to or sponsored,  any Plan or Benefit Arrangement which is
subject to ERISA.

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


                                       -7-


<PAGE>



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

         3.15  Employment  Arrangements.  Section  3.15  of the  BEA  Disclosure
Schedule  contains a true,  accurate  and  complete  list of all  employees  and
consultants  of BEA involved in the  ownership or operation of the BEA Assets or
the conduct of the BEA Business (the "BEA  Employees"),  together with each such
employee's  title or the  capacity in which he or she is employed  and the basis
for  the  BEA  Employees'  compensation.  BEA has no  obligation  or  liability,
contingent or other,  under any  Employment  Arrangement  with any BEA Employee,
other than those  listed or  described  in  Section  3.15 of the BEA  Disclosure
Schedule.  Except as described in Section 3.15 of the BEA  Disclosure  Schedule,
(a)  none of the BEA  Employees  is now,  or since  January  1,  1993 has  been,
represented  by  any  labor  union  or  other  employee  collective   bargaining
organization,  and BEA is not and  never  has been a party to any labor or other
collective  bargaining  agreement with respect to any of the BEA Employees,  (b)
there are no pending grievances, disputes or controversies with any union or any
other employee or collective  bargaining  organization of the BEA Employees,  or
threats of strikes,  work  stoppages  or  slowdowns  or any pending  demands for
collective  bargaining by any such union or other organization,  (c) neither BEA
nor any of the BEA Employees is now, or has since January 1, 1993 been,  subject
to or involved in or, to BEA's knowledge,  threatened with, any union elections,
petitions therefore or other  organizational or recruiting  activities,  in each
case with respect to the BEA  Employees,  and (d) none of the BEA  Employees has
notified  BEA that he or she does not  intend to  continue  employment  with BEA
until the Closing or with ATS  following  the Closing.  BEA has performed in all
material respects all obligations  required to be performed under all Employment
Arrangements  and is not in  material  breach  or  violation  of or in  material
default or arrears under any of the terms, provisions or conditions thereof.

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

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

                  (a) has operated its business in all material  respects in the
         normal,  usual and customary  manner in the ordinary and regular course
         of business, consistent with prior practice;

                                       -8-


<PAGE>




                  (b) except in each case in the  ordinary  course of  business,
         consistent with prior practice:

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

                           (ii)  has  not  sold  or  otherwise  disposed  of  or
                  contracted  to  sell  or  otherwise  dispose  of  any  of  its
                  properties or assets having a value in excess of $20,000;

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

                           (iv)  has not canceled any debts or claims;

                  (c) has not created or permitted to be created any Lien on any
         of its property;

                  (d) has not  increased the  compensation  payable or to become
         payable to any of the BEA Employees  other than in the ordinary  course
         of business or otherwise  materially  altered,  modified or changed the
         terms of their employment, except for its officers;

                  (e) has not  waived  any rights of  material  value  under any
         Contractual  Obligation  constituting  a part of the BEA Assets without
         fair and adequate consideration;

                  (f) has not experienced any work stoppage; and

                  (g) except in the ordinary course of business, has not entered
         into,  amended or  terminated  any Private  Authorizations  or Material
         Agreement constituting a part of the BEA Assets.

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


                                    ARTICLE 4

                      REPRESENTATIONS AND WARRANTIES OF ATS

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

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

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

         (b) ATS has all  requisite  corporate  power  and  corporate  authority
necessary  to enable it to execute and deliver,  and to perform its  obligations
under,  this Agreement and each Collateral  Document  executed or required to be
executed by it pursuant hereto or thereto or to consummate the Transactions; and
the execution,  delivery and  performance of this Agreement and each  Collateral
Document  executed or  required to be executed by it pursuant  hereto or thereto
have been duly authorized by all requisite corporate or other action on the part
of ATS. This Agreement has been duly executed and delivered by ATS and

                                       -9-


<PAGE>



constitutes, and each Collateral Document executed or required to be executed by
it pursuant  hereto or thereto or to consummate the  Transactions  when executed
and delivered by ATS will constitute,  legal,  valid and binding  obligations of
ATS,  enforceable  in accordance  with their  respective  terms,  except as such
enforceability may be limited by bankruptcy,  moratorium, insolvency and similar
laws  affecting  the rights and remedies of  creditors  and the  obligations  of
debtors generally and by general principles of equity.

         (c) Except for matters which would have no material  adverse  effect on
ATS,  neither  the  execution  and  delivery  by ATS of  this  Agreement  or any
Collateral Document executed or required to be executed by it pursuant hereto or
thereto,  nor the consummation by ATS of the  Transactions,  nor compliance with
the terms, conditions and provisions hereof or thereof by ATS:

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

                  (ii)  will  require  ATS to make or  obtain  any  Governmental
         Authorization,  Governmental Filing or Private Authorization  including
         without limitation under the FCA.

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

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

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


                                    ARTICLE 5

                               CLOSING CONDITIONS

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

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

                  (b) All authorizations, consents, waivers, orders or approvals
         required  to  be  obtained  from  all  Authorities,  and  all  filings,
         submissions, registrations, notices or declarations required to be

                                      -10-


<PAGE>



         made by ATS and BEA with any Authority,  prior to the  consummation  of
         the  Transactions,  shall have been obtained  from,  and made with, all
         such Authorities,  except for such authorizations,  consents,  waivers,
         orders, approvals, filings, registrations,  notices or declarations the
         failure  to  obtain  or make  would  not,  in the  reasonable  business
         judgment of ATS,  have a material  adverse  effect on the BEA Assets or
         the BEA Business; and

                  (c) The transactions contemplated by the Other Agreement shall
         be consummated simultaneously with the Closing.

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

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

                  (b) BEA shall have  furnished  ATS and, at ATS'  request,  any
         bank or other  financial  institution  providing  credit to ATS, with a
         favorable  opinion,  dated  the  Closing  Date of  Bernkopf,  Goodman &
         Baseman  LP,  counsel  for BEA,  or  other  counsel  to BEA  reasonably
         acceptable  to ATS,  with  respect to the matters set forth in Sections
         3.1(a), (b) and (c) and 3.7(b) (to such counsel's knowledge);

                  (c) BEA shall have  furnished ATS with such  certificates  and
         other   documents   evidencing   the  truth  of  its   representations,
         warranties,  covenants  and  agreements  and  the  performance  of  its
         agreements or  conditions  as ATS or its counsel shall have  reasonably
         requested;

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

                  (e) ATS  shall  have  received  advice  from  its  independent
         accountants  to the effect that,  if  requested by ATS, an  unqualified
         report (as to the scope of the audit,  access to the books and  records
         and  the  cooperation  of  management)  on  the  financial   statements
         (consisting  of  balance  sheets  for each of the  fiscal  years  ended
         December 31, 1995 and 1996 and  statements of operations  and cash flow
         for each of the three years in the period  ended  December 31, 1996) of
         the BEA Business in conformity  with GAAP and  Regulation S-X under the
         Securities Act could be prepared; and

                  (f) Each of the individuals  named therein shall have executed
         and   delivered  to  ATS  an  indemnity   agreement   (the   "Indemnity
         Agreement"),  in form, scope and substance  reasonably  satisfactory to
         ATS.

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


                                      -11-


<PAGE>



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

                  (b) ATS shall have  furnished BEA and, at BEA's  request,  any
         bank of other  financial  institution  providing  credit  to BEA,  with
         favorable opinions, dated the Closing Date of Sullivan & Worcester LLP,
         counsel for ATS,  with respect to the matters set forth in Sections 4.1
         and 4.4;

                  (c) ATS shall have  furnished BEA with such  certificates  and
         other   documents   evidencing   the  truth  of  its   representations,
         warranties,  covenants  and  agreements  and  the  performance  of  its
         agreements or  conditions  as BEA or its counsel shall have  reasonably
         requested; and

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


                                    ARTICLE 6

                                 INDEMNIFICATION

         6.1  Survival.  The  representations  and  warranties  of  the  parties
contained  in or made  pursuant  to  Sections 3 and 4 of this  Agreement  or any
Collateral  Document shall survive the Closing and shall remain operative and in
full force and effect for a period of (a) one (1) year after the Closing Date or
(b) the  applicable  statute of  limitations  in the case of matters of a nature
referred  to in  Sections  3.1,  3.11,  3.12,  4.1 and  4.4,  regardless  of any
investigation or statement as to the results thereof made by or on behalf of any
party hereto.  The covenants and agreements of the parties  contained in or made
pursuant  to all of the  other  Sections  of this  Agreement  or any  Collateral
Document shall survive the Closing and shall remain  operative and in full force
and effect for the statute of limitations applicable to contractual obligations.
The term  "Indemnity  Period" shall mean the  applicable  period with respect to
which a representation,  warranty, covenant or agreement survives the Closing as
provided in this Section. Any Claim for indemnification,  no matter how arising,
not asserted by written notice to the Indemnifying Party prior to the expiration
of the  applicable  Indemnity  Period and for which  arbitration  for such Claim
pursuant to Section 7.14 of this  Agreement is not  commenced  within sixty (60)
days of said written notice shall be waived and of no force and effect.

         6.2  Indemnification.  Each of BEA and ATS (the  "Indemnifying  Party")
agrees that on and after the Closing it shall,  subject to survival  periods set
forth in Section 6.1,  indemnify and hold  harmless the other (the  "Indemnified
Party") from and against any and all damages, claims, losses,  expenses,  costs,
obligations and liabilities,  including without  limitation  liabilities for all
reasonable  attorneys',  accountants'  and experts' fees and expenses  including
those incurred to enforce the terms of this Agreement or any Collateral Document
executed by it (collectively,  "Loss and Expense" provided,  however,  that Loss
and  Expense  shall,  in the case of damages,  be limited to actual  damages and
shall  not  include  any  type of  punitive,  consequential  (including  without
limitation  loss  of  anticipated  profits)  or any  other  measure  of  damages
permitted by Applicable Law or otherwise),  suffered directly by the Indemnified
Party by reason of, or arising out of:


                                      -12-


<PAGE>



                  (a) any  breach  of  representation  or  warranty  made by the
         Indemnifying  Party  pursuant  to  this  Agreement  or  any  Collateral
         Document  executed  by it or any failure by the  Indemnifying  Party to
         perform or fulfill any of its  respective  covenants or agreements  set
         forth in this Agreement or any Collateral Document executed by it; or

                  (b) any  Legal  Action  or  other  Claim  by any  third  party
         relating  to the  Indemnifying  Party  or,  in the  case  of  ATS,  the
         ownership  or  operations  of the  BEA  Assets  or the  conduct  of the
         business of the BEA  Business to the extent such Legal  Action or other
         Claim has also  resulted in a breach of  representation  or warranty by
         the  Indemnifying  Party  pursuant to this  Agreement or any Collateral
         Document executed by it; or

                  (c) in the case of BEA as the  Indemnifying  Party,  by reason
         of, or  arising  out of,  (i) BEA  Nonassumed  Obligations  or (ii) the
         ownership and operation of the BEA Assets and the BEA Business prior to
         the Closing Date; or

                  (d) in the case of ATS as the  Indemnifying  Party,  by reason
         of,  or  arising  out  of,  (i) BEA  Assumed  Obligations  or (ii)  the
         ownership and operation of the BEA Assets and the BEA Business from and
         after the Closing Date,  except for Events arising prior to or existing
         on  the  Closing  Date,  unless  they  are  part  of  the  BEA  Assumed
         Obligations.

         6.3      Limitation of Liability.

         (a)  Notwithstanding  the provisions of Section 6.2, after the Closing,
except as otherwise provided in Section 6.6, each Indemnified  Party's rights to
indemnification  shall  be  subject  to  the  following  limitations:   (i)  the
Indemnified  Party  shall be entitled to recover its Loss and Expense in respect
of any Claim  only in the event  that the  aggregate  Loss and  Expense  for all
Claims exceeds, in the aggregate,  $25,000, in which event the Indemnified Party
shall be  entitled  to  recover  all such Loss and  Expense  (including  without
limitation  such  $25,000),  and (ii) in no event  shall  the  aggregate  amount
required to be paid by an Indemnifying  Party pursuant to the provisions of this
Article exceed  $500,000,  except for any Loss or Expense arising out of matters
of a nature  referred to in Sections 3.1 and 4.1 as to which the limitations set
forth in this clause (ii) shall not apply.

         (b) In the case any event shall occur  which  would  otherwise  entitle
either  party  to  assert a claim  for  indemnification  hereunder,  no Loss and
Expense  shall be deemed to have been  sustained  by such party to the extent of
any proceeds  received by such party from any  insurance  policies  with respect
thereto.

         6.4 Notice of Claims.  If an  Indemnified  Party  believes  that it has
suffered or incurred  any Loss and  Expense,  it shall  notify the  Indemnifying
Party promptly in writing,  and in any event within the  applicable  time period
specified in Section 6.1, describing such Loss and Expense,  all with reasonable
particularity  and containing a reference to the provisions of this Agreement in
respect of which such Loss and Expense shall have occurred.  If any Legal Action
is  instituted  by a third  party  with  respect to which an  Indemnified  Party
intends  to claim any  liability  or  expense  as Loss and  Expense  under  this
Article,  such Indemnified Party shall promptly notify the Indemnifying Party of
such Legal Action, but the failure to so notify the Indemnifying Party shall not
relieve such Indemnifying Party of its obligations under this Article, except to
the extent such failure to notify prejudices such  Indemnifying  Party's ability
to defend against such Claim.

         6.5 Defense of Third Party Claims.  The  Indemnifying  Party shall have
the right to  conduct  and  control,  through  counsel  of their  own  choosing,
reasonably  acceptable to the Indemnified Party, any third party Legal Action or
other Claim, but the Indemnified Party may, at its election,  participate in the
defense

                                      -13-


<PAGE>



thereof  at  its  sole  cost  and  expense;  provided,   however,  that  if  the
Indemnifying  Party shall fail to defend any such Legal  Action or other  Claim,
then the Indemnified Party may defend, through counsel of its own choosing, such
Legal Action or other Claim, and (so long as it gives the Indemnifying  Party at
least fifteen (15) days' notice of the terms of the proposed  settlement thereof
and permits the Indemnifying Party to then undertake the defense thereof) settle
such Legal Action or other Claim and recover the amount of such settlement or of
any  judgment  and the  reasonable  costs  and  expenses  of such  defense.  The
Indemnifying Party shall not compromise or settle any such Legal Action or other
Claim without the prior written consent of the Indemnified  Party, which consent
shall not  unreasonably  be withheld,  delayed or  conditioned  if the terms and
conditions of such compromise or settlement  proposed by the Indemnifying  Party
and agreed to in writing by the  claimant  in such Legal  Action or other  Claim
(the "Settlement  Proposal") (a) include a full release of the Indemnified Party
from the Legal  Action or other  Claim  which is the  subject of the  Settlement
Proposal,  and (b) if the  Indemnified  Party is ATS, do not include any term or
condition which would restrict in any material manner the continued ownership or
operations of the BEA Assets or the conduct of the BEA Business in substantially
the manner then being theretofore owned, operated and conducted by ATS.

         6.6 Exclusive Remedy.  Except for (a) fraud constituting  dishonesty or
willful or intentional gross  misrepresentation  or willful or intentional gross
breach of warranty,  covenant or agreement;  provided,  however,  that any Claim
with respect to fraud  constituting  dishonesty or willful or intentional  gross
misrepresentation  or willful or intentional gross breach of warranty,  covenant
or agreement, no matter how arising, not asserted by written notice to the party
alleged  to have  committed  the  same  prior  to May  21,  1999  and for  which
arbitration  with  respect  to  such  Claim  pursuant  to  Section  7.14 of this
Agreement is not commenced  within sixty (60) days of said written  notice shall
be waived and of no force and effect; or (b) specific performance and injunctive
relief as provided in Section 7.5, the indemnification  provided in this Article
shall be the sole and exclusive  post-Closing  remedy  available to either party
against the other party for any Claim under this Agreement.


                                    ARTICLE 7

                               GENERAL PROVISIONS


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

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

         7.3 Fees, Expenses and Other Payments.  All costs and expenses incurred
in connection  with this  Agreement and the  consummation  of the  Transactions,
including  without  limitation  fees and  disbursements  of  counsel,  financial
advisors and accountants  incurred by the parties hereto,  shall be borne solely
and entirely by the party which has incurred such costs and expenses.

         7.4  Notices.  All  notices  and  other  communications  which  by  any
provision of this Agreement are required or permitted to be given shall be given
in writing and shall be (a) mailed by first-class or express

                                      -14-


<PAGE>



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

         (a)      If to ATS:

                  116 Huntington Avenue
                  Boston, Massachusetts 02116
                  Attention:   Joseph L. Winn, Chief Financial Officer
                  Telecopier No.:  (617) 375-7575

                  with a copy to:

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

         (b)      If to BEA:

                  23 Hampden Drive
                  Norwood, Massachusetts 02062
                  Attention: David Burnett or Paul Ehrlich
                  Telecopier No.: (617) 551-0546

                  with a copy to:

                  D'Agostine, Levine & Gordon, P.C.
                  268 Main Street
                  Acton, Massachusetts 01720
                  Attention: Louis N. Levine, Esq.
                  Telecopier No.: (508) 264-4868

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

         7.5  Specific  Performance;  Other  Rights  and  Remedies.  Each  party
recognizes and agrees that in the event the other party should refuse to perform
any of its  obligations  under this  Agreement or any Collateral  Document,  the
remedy at law would be inadequate and agrees that for breach of such provisions,
each party shall,  in addition to such other  remedies as may be available to it
at law or in equity,  be entitled to injunctive relief and to enforce its rights
by an action for specific performance to the extent permitted by Applicable Law.
The parties agree that the dispute  underlying Claims of any action for specific
performance shall be decided by arbitration in accordance with the provisions of
Section 7.14. All actions for injunctive relief,  specific  performance or other
relief shall be determined in  accordance  with the governing law  provisions of
Section 7.9.  Nothing herein  contained  shall be construed as prohibiting  each
party  from  pursuing  any  other  remedies  available  to it  pursuant  to  the
provisions of and subject to the limitations

                                      -15-


<PAGE>



contained   in  this   Agreement   for  such   breach  or   threatened   breach.
Notwithstanding  the  foregoing  or  any  provision  of  this  Agreement  to the
contrary,  after  the  Closing  Date  ATS  shall  not be  entitled  to  specific
performance  or any other remedy to the extent that the cost to BEA arising from
the  enforcement  or  exercise  of such  remedy  would  exceed the amount of the
indemnification  required by Section 6.3, for all costs and expenses incurred in
connection with its  performance of or compliance  with the remedy  exercised or
enforced.

         7.6  Severability.  If any term or provision of this Agreement shall be
held or deemed  to be, or shall in fact be,  invalid,  inoperative,  illegal  or
unenforceable  as  applied  to  any  particular  case  in  any  jurisdiction  or
jurisdictions,  or in  all  jurisdictions  or  in  all  cases,  because  of  the
conflicting of any provision with any  constitution or statute or rule of public
policy or for any other reason,  such circumstance  shall not have the effect of
rendering the provision or provisions in question invalid, inoperative,  illegal
or unenforceable in any other  jurisdiction or in any other case or circumstance
or of rendering any other  provision or  provisions  herein  contained  invalid,
inoperative,  illegal or  unenforceable to the extent that such other provisions
are not themselves actually in conflict with such constitution,  statute or rule
of public policy, but this Agreement shall be reformed and construed in any such
jurisdiction or case as if such invalid,  inoperative,  illegal or unenforceable
provision had never been contained herein and such provision reformed so that it
would be valid,  operative and  enforceable to the maximum  extent  permitted in
such jurisdiction or in such case.  Notwithstanding the foregoing,  in the event
of any such  determination  the  effect  of which is to  affect  materially  and
adversely either party, the parties shall negotiate in good faith to modify this
Agreement  so as to effect  the  original  intent of the  parties  as closely as
possible to the fullest  extent  permitted by  Applicable  Law in an  acceptable
manner to the end that the  Transactions  are fulfilled and  consummated  to the
maximum extent possible.

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

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

         7.9  Governing  Law. The  validity,  interpretation,  construction  and
performance of this Agreement  shall be governed by, and construed in accordance
with,  the  applicable  laws of the United States of America and the laws of the
Commonwealth of Massachusetts applicable to contracts made and performed in such
State and, in any event, without giving effect to any choice or conflict of laws
provision or rule that would cause the application of domestic  substantive laws
of  any  other  jurisdiction.   Anything  in  this  Agreement  to  the  contrary
notwithstanding,  including  without  limitation the provisions of Article 6, 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.  In the event of any Legal Action among the parties
arising out of this  Agreement,  the  parties  agree to submit the matter to the
appropriate state or federal court sitting in Suffolk County,  Massachusetts and
the parties agree to submit to the jurisdiction of such courts.

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

                                      -16-


<PAGE>




         7.11 Entire Agreement. This Agreement (together with the BEA Disclosure
Schedule and the other Collateral  Documents delivered in connection  herewith),
constitutes  the  entire  agreement  of the  parties  and  supersedes  all prior
agreements and undertakings,  both written and oral,  between the parties,  with
respect to the subject matter hereof,  including without limitation that certain
letter of intent, dated March 6, 1997, between the parties. The parties have not
made or relied upon any warranties or representations  except those specifically
set forth in this Agreement.

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

         7.13  Parties in  Interest.  This  Agreement  shall be binding upon and
inure  solely to the  benefit of each  party,  and  nothing  in this  Agreement,
express or implied,  is  intended to or shall  confer upon any Person any right,
benefit or remedy of any nature whatsoever under or by reason of this Agreement,
except as otherwise provided in Section 7.12.

         7.14  Arbitration.  Subject to the provisions of Section 2.2(d) and the
right to seek injunctive relief and specific  performance in accordance with the
provisions  of Section 7.5 which shall take  precedence  over the  provisions of
this  Section,  any  controversy  or claim  arising  out of or  relating to this
Agreement,  or the  breach  thereof,  shall  be  determined  by  arbitration  in
accordance  with  the  governing  law  provisions  of  Section  7.9 and the then
existing commercial  arbitration rules of the American  Arbitration  Association
before a panel of three  (3)  arbitrators  in  Boston,  Massachusetts,  selected
within  thirty  (30) days of the  commencement  of such  arbitration,  with each
participant selecting one arbitrator and the two so selected selecting the third
(or  the  third  being  selected  by the  American  Arbitration  Association  if
agreement on a third is not reached  within  thirty (30) days);  and the parties
hereto agree that any judgment or award rendered by such arbitrators  shall be a
final and binding  determination as to such matter or matters and may be entered
in any court having jurisdiction thereof; provided, however, that in the case of
damages,  the  parties  shall,  except  in  the  case  of a  fraud  constituting
dishonesty  or  willful or  intentional  gross  misrepresentation  or willful or
intentional  gross  breach of  warranty,  covenant or  agreement,  be limited to
actual damages and shall not be entitled to any type of punitive,  consequential
(including without limitation loss of anticipated  profits) or any other measure
of damages permitted by Applicable Law or otherwise. The arbitrators shall award
fees and  expenses  (including  reasonable  attorney  fees and  expenses) to the
prevailing party or, if they determine there is no prevailing party, as they may
otherwise determine.

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




                                      -17-


<PAGE>



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

                          American Tower Systems, Inc.


                          By:_____________________________________
                               Name:
                               Title:

                          B & E Associates, Inc.


                          By:______________________________________
                               Name:
                               Title:




                                      -18-


<PAGE>



                                                            APPENDIX A

                                   DEFINITIONS

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

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

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

         adverse,  adversely, when used alone or in conjunction with other terms
(including  without  limitation  "affect," "change" and "effect") shall mean any
Event which is reasonably likely, in the reasonable business judgment of ATS, to
be expected to (a)  adversely  affect the  validity  or  enforceability  of this
Agreement  or  the  likelihood  of  consummation  of  the  Transactions,  or (b)
adversely affect the business, operations,  management, properties or prospects,
or the  condition,  financial  or other,  or  results  of  operation  of the BEA
Business, or (c) impair BEA's ability to fulfill its obligations under the terms
of this Agreement,  or (d) adversely affect the aggregate rights and remedies of
ATS under this Agreement.  Notwithstanding  the foregoing,  and anything in this
Agreement to the contrary  notwithstanding,  any Event  generally  affecting the
economy or the tower  communications  business shall not be deemed to constitute
such a change, affect or effect.

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


                                       A-1


<PAGE>



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

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

         Assets shall mean the business and the tangible and  intangible  assets
used in  connection  with the conduct of the business or  operations  of the BEA
Business,  which  business  and  assets  are  being  exchanged,  transferred  or
otherwise conveyed hereunder, which are the following:

                  (a) the Private Authorizations;

                  (b) the Contracts (other than the BEA Nonassumed Obligations);

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

                  (d) all claims,  choses in action and rights under  warranties
         relating to the BEA Business or any of the BEA Assets;

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

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

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

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

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

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

                                       A-2


<PAGE>



         BEA Assumable  Agreements shall mean all obligations and liabilities of
BEA under all Leases, Material Agreements, Governmental Authorizations,  Private
Authorizations  and other  Contractual  Obligations not required to be listed on
Section 3.16 of the BEA Disclosure  Schedule entered into in the ordinary course
of business and relating to the  ownership or operation of any of the BEA Assets
or the
conduct of the BEA Business.

         BEA Assumed  Obligations  shall have the meaning given to it in Section
2.2(b).

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

         BEA Disclosure Schedule shall mean the BEA Disclosure Schedule dated as
of the date of this Agreement delivered by BEA to ATS.

         BEA Employees shall have the meaning given it in the Section 3.15.

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

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

         BEA's  knowledge  means the actual  knowledge  of any officer or senior
manager of BEA, as such  knowledge  exists on the date of this  Agreement and no
later date, after reasonable review of BEA's records.

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

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

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

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

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

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

         Collateral Document shall mean the Indemnity Agreement,  bills of sale,
assignments  of  intangibles,  assumption  agreements  with  respect  to the BEA
Assumed Obligations,  other instruments of conveyance and assignment  sufficient
to vest in ATS title to all of the other BEA  Assets and the BEA  Business,  and
any other

                                       A-3


<PAGE>



agreement, certificate,  contract, instrument, notice, opinion or other document
delivered  pursuant  to the  provisions  of  this  Agreement  or any  Collateral
Document.

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

         Contract, Contractual Obligation shall mean any agreement, arrangement,
commitment,  contract, covenant,  indemnity,  undertaking or other obligation or
liability  which  involves  the  ownership or operation of the BEA Assets or the
conduct of the BEA Business.

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

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

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

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

         Environmental Law shall mean any Law relating to or otherwise  imposing
liability or  standards of conduct  concerning  pollution or  protection  of the
environment,   including   without   limitation   Laws  relating  to  emissions,
discharges,  releases or  threatened  releases of  Hazardous  Materials or other
chemicals or  industrial  pollutants,  substances,  materials or wastes into the
environment (including,  without limitation,  ambient air, surface water, ground
water,  mining or reclamation or mined land, land surface or subsurface  strata)
or otherwise relating to the manufacture,  processing, generation, distribution,
use, treatment, storage, disposal, cleanup, transport or handling of pollutants,
contaminants,  chemicals or industrial, toxic or hazardous substances, materials
or wastes. Environmental Laws shall include without limitation the Comprehensive
Environmental  Response,  Compensation and Liability Act (42 U.S.C. Section 6901
et seq.), the Hazardous Material  Transportation Act (49 U.S.C.  Section 1801 et
seq.),  the Resource  Conservation  and Recovery Act (42 U.S.C.  Section 6901 et
seq.), the Federal Water Pollution Control Act (33 U.S.C. Section 1251 et seq.),
the Clean Air Act (42 U.S.C. Section 7401 et seq.), the Toxic Substances Control
Act (15 U.S.C. Section 2601 et seq.), the Occupational Safety and Health Act (29
U.S.C.  Section 651 et seq.), the Federal Insecticide  Fungicide and Rodenticide
Act (7  U.S.C.  Section  136 et  seq.),  and  the  Surface  Mining  Control  and
Reclamation  Act of 1977 (30 U.S.C.  Section  1201 et seq.),  and any  analogous
federal, state, local

                                       A-4


<PAGE>



or foreign,  Laws, and the rules and regulations  promulgated  thereunder all as
from time to time in effect,  and any  reference to any  statutory or regulatory
provision  shall be deemed  to be a  reference  to any  successor  statutory  or
regulatory provision.

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

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

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

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

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

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

         GAAP shall mean means,  except to the extent that a deviation therefrom
is expressly required by this Agreement, such principles applied on a consistent
basis,  (i) as set forth in Opinions of the Accounting  Principles  Board of the
American  Institute  of  Certified  Public   Accountants   ("AICPA")  and/or  in
statements of the Financial  Accounting  Standards  Board that are applicable in
the  circumstances as of the date in question,  (ii) when not inconsistent  with
such  opinions  and  statements,  as set forth in other AICPA  publications  and
guidelines  and/or  (iii)  that  otherwise  arise by custom  for the  particular
industry, all as the same shall exist on the date of this Agreement.

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

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

         Hazardous  Materials  shall mean and include any  substance,  material,
waste, constituent, compound, chemical, natural or man-made element or force (in
whatever state of matter):  (a) the presence of which requires  investigation or
remediation under any Environmental  Law, or (b) that is defined as a "hazardous
waste" or  "hazardous  substance"  under any  Environmental  Law; or (c) that is
toxic, explosive,  corrosive,  etiologic,  flammable,  infectious,  radioactive,
carcinogenic,   mutagenic  or  otherwise  hazardous  and  is  regulated  by  any
applicable Authority or subject to any Environmental Law; or (d) the presence of
which on the real property owned or leased by such Person causes or threatens to
cause a nuisance upon any such real property or to adjacent  properties or poses
or threatens to pose a hazard to the health or safety of persons on or about any
such real property;  or (e) the presence of which on adjacent  properties  could
constitute a trespass by such Person; or (f) that contains gasoline, diesel fuel
or other petroleum hydrocarbons, or any by-products or

                                       A-5


<PAGE>



fractions  thereof,   natural  gas,   polychlorinated   biphenyls  ("PCBs")  and
PCB-containing  equipment,   radon  or  other  radioactive  elements,   ionizing
radiation,  electromagnetic  field radiation and other  non-ionizing  radiation,
sonic forces and other natural  forces,  lead,  asbestos or  asbestos-containing
materials ("ACM"), or urea formaldehyde foam insulation.

         Indebtedness  shall mean,  with  respect to any Person,  (a) all items,
except  items of  capital  stock or of  surplus  or of  general  contingency  or
deferred tax reserves or any minority  interest in any Subsidiary of such Person
to the extent such interest is treated as a liability with indeterminate term on
the  consolidated  balance sheet of such Person,  which in accordance  with GAAP
would be included in  determining  total  liabilities  as shown on the liability
side of a balance sheet of such Person, (b) all obligations  secured by any Lien
to which any property or asset owned or held by such Person is subject,  whether
or not the obligation  secured  thereby shall have been assumed,  and (c) to the
extent not  otherwise  included,  all  Contractual  Obligations  of such  Person
constituting  capitalized leases and all obligations of such Person with respect
to Leases constituting part of a sale and leaseback arrangement.

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

         Indemnity  Agreement  shall  have the  meaning  given to it in  Section
5.2(h).

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

         Intellectual  Property  shall  mean  the  following,   but  solely  and
exclusively to the extent it relates to the BEA Business, and not otherwise: any
and all research, information,  inventions,  designs, procedures,  developments,
discoveries,  improvements,  patents and applications  therefor,  trademarks and
applications therefor,  service marks, trade names,  copyrights and applications
therefor,    logos,   trade   secrets,   drawing,   plans,   systems,   methods,
specifications,  computer  software  programs,  tapes,  discs and  related  data
processing software (including without limitation object and source codes) owned
by  such  Person  or in  which  it has  an  ownership  interest  and  all  other
manufacturing,   engineering,  technical,  research  and  development  data  and
know-how made, conceived, developed and/or acquired by such Person, which relate
to the manufacture,  production or processing of any products  developed or sold
by such  Person or which are  within the scope of or usable in  connection  with
such Person's  business as it may, from time to time,  hereafter be conducted or
proposed to be conducted.

         Law shall mean any (a) administrative,  judicial,  legislative or other
action,  code,  consent  decree,  constitution,  decree,  directive,  enactment,
finding, guideline, law, injunction, interpretation, judgment, order, ordinance,
policy statement,  proclamation,  promulgation,  regulation,  requirement, rule,
rule of law, rule of public policy,  settlement  agreement,  statute, or writ of
any Authority, domestic or foreign; (b) the common

                                       A-6


<PAGE>



law, or other legal or quasi-legal precedent; or (c) arbitrator's, mediator's or
referee's award, decision,  finding or recommendation;  including,  in each such
case or instance, any interpretation,  directive,  guideline or request, whether
or not having the force of law including,  in all cases,  without limitation any
particular section, part or provision thereof.

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

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

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

         Loss and Expense shall have the meaning given to it in Section 6.2.

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

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

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

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


                                       A-7


<PAGE>



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

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

         Person shall mean any natural individual or any Entity.

         Personal  Property shall mean all of the machinery,  equipment,  tools,
vehicles, furniture, leasehold improvements, office equipment, plant, inventory,
spare parts and other  tangible  personal  property which are owned or leased by
BEA and used or useful as of the date hereof in the  conduct of the  business or
operations  of the BEA  Business,  plus such  additions  thereto  and  deletions
therefrom arising in the ordinary course of business between the date hereof and
the Closing Date.

         Plan shall mean,  with respect to any Person and at a particular  time,
any employee benefit plan which is covered by ERISA and in respect of which such
Person or an ERISA  Affiliate is (or, if such plan were terminated at such time,
would under  Section 4069 of ERISA be deemed to be) an  "employer" as defined in
Section  3(5) of ERISA,  but only to the extent that it covers or relates to any
officer, employee or other Person involved in the ownership and operation of the
Assets or the conduct of the business of the BEA Business.

         Prepaid Expense shall mean any item which in accordance with GAAP would
be treated as an expense and which has been paid by BEA prior to the Closing and
relates to a period subsequent to the Closing.

         Prepaid Revenue shall mean any item which in accordance with GAAP would
be treated as revenue  and which has been  received  by BEA prior to the Closing
and relates to a period subsequent to the Closing.

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

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

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

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

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

                                       A-8


<PAGE>



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

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

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

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

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




                                       A-9