Exhibit 10.3









                            ASSET PURCHASE AGREEMENT

                                 By and Between

                          AMERICAN TOWER SYSTEMS, INC.

                                       and

                                  TOWERS L.L.C.

                                   Dated as of

                                  May 13, 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. ............................................2
                  2.3      Closing; Purchase Price................................................................4
                  2.4      Accounts Receivable....................................................................6

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

ARTICLE 4         REPRESENTATIONS AND WARRANTIES OF ATS..........................................................15
                  4.1      Organization and Business; Power and Authority; Effect of Transaction.................15
                  4.2      Broker or Finder......................................................................15
                  4.3      Solvency..............................................................................16
                  4.4      No Legal Action.......................................................................16
                  4.5      Financing.............................................................................16
                  4.6      ATS Due Diligence Investigation.......................................................16

ARTICLE 5         COVENANTS......................................................................................16
                  5.1      Access to Information; Confidentiality................................................16
                  5.2      Agreement to Cooperate.  .............................................................17
                  5.3      Public Announcements..................................................................18
                  5.4      Notification of Certain Matters.......................................................18
                  5.5      No Solicitation.......................................................................18
                  5.6      Conduct of Business by Seller Pending the Closing.....................................19


                                      

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ARTICLE 6         CLOSING CONDITIONS.............................................................................20
                  6.1      Conditions to Obligations of Each Party to effect the Transactions....................20
                  6.2      Conditions to Obligations of ATS......................................................20
                  6.3      Conditions to Obligations of Seller...................................................22

ARTICLE 7         TERMINATION, AMENDMENT AND WAIVER..............................................................23
                  7.1      Termination...........................................................................23
                  7.2      Effect of Termination.................................................................24

ARTICLE 8         INDEMNIFICATION................................................................................24
                  8.1      Survival..............................................................................24
                  8.2      Indemnification.......................................................................25
                  8.3      Limitation of Liability...............................................................25
                  8.4      Notice of Claims......................................................................26
                  8.5      Defense of Third Party Claims.........................................................26
                  8.6      Exclusive Remedy......................................................................27

ARTICLE 9         GENERAL PROVISIONS.............................................................................27
                  9.1      Amendment.............................................................................27
                  9.2      Waiver................................................................................27
                  9.3      Fees, Expenses and Other Payments.....................................................27
                  9.4      Notices...............................................................................27
                  9.5      Specific Performance; Other Rights and Remedies.......................................28
                  9.6      Severability..........................................................................29
                  9.7      Counterparts..........................................................................29
                  9.8      Section Headings......................................................................29
                  9.9      Governing Law; Venue..................................................................29
                  9.10     Further Acts..........................................................................29
                  9.11     Entire Agreement......................................................................30
                  9.12     Assignment............................................................................30
                  9.13     Parties in Interest...................................................................30
                  9.14     WAIVER OF TRIAL BY JURY...............................................................30
                  9.15     Mutual Drafting.......................................................................30
</TABLE>

APPENDIX A:                Definitions

SCHEDULES:

         Seller Disclosure Schedule

EXHIBITS:

         EXHIBIT A         Escrow Agreement (Third Whereas Paragraph)
         EXHIBIT B         Form of Noncompetition Agreement (Section 6.2(i))
         EXHIBIT C         Form of Employment Agreement (Section 6.2(i))
         EXHIBIT D         Form of Escrow Indemnity Agreement (Section 6.2(j))


                                      -ii-

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                            ASSET PURCHASE AGREEMENT

         This Asset Purchase Agreement (this "Agreement") is dated as of May 13,
1997 by and  between  American  Tower  Systems,  Inc.,  a  Delaware  corporation
("ATS"), on the one hand, and Towers L.L.C. , a South Carolina limited liability
company (the "Seller" ) on the other hand.

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

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

         WHEREAS,  simultaneously  with  the  execution  and  delivery  of  this
Agreement,  ATS and Seller have  entered into an escrow  agreement  (the "Escrow
Agreement")  with Sullivan & Worcester  LLP,  counsel for ATS, and  Willoughby &
Hoefer, P.A., counsel for Seller (the "Escrow Agent"), pursuant to which ATS has
made a deposit of $100,000 (the "Escrow Deposit");

         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 Seller  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
Seller 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,  Seller  hereby agrees to sell,  assign,  transfer and
deliver to ATS at the Closing,  and ATS agrees to purchase at the  Closing,  the
Seller Assets and the Seller Business, free and clear of any Liens of any nature
whatsoever except for Permitted Liens. For purposes of this Agreement,  the term
"Seller Assets" shall mean all of the Assets of Seller,  other than the Excluded
Assets,  and shall include without limitation the Utility Assets or any right to
acquire the Utility  Assets (as defined in Section  2.3),  or manage the Utility
Assets pursuant to the

                                                     


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Santee  Cooper  Contract  (as defined in Section  2.3),  as the case may be. For
purposes of this Agreement,  the term "Excluded Assets" shall mean the following
Assets:

                  (i)  all cash and cash equivalents;

                  (ii)  all Accounts Receivable;

                  (iii) all books  and  records  which  Seller  is  required  by
         Applicable  Law to retain,  subject to the right of ATS to have  access
         and to copy for a period of three (3) years from the Closing Date;  the
         records  described herein shall further include without  limitation all
         corporate seals,  certificates of  incorporation,  minute books,  stock
         books,  Tax Returns or other  records  having to do with the  corporate
         organization of Seller;

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

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

         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 Seller  (collectively,  the
"Seller  Assumed  Obligations"):  (i) all of the  obligations and liabilities of
Seller  under the Seller  Assumable  Agreements,  and (ii) all  obligations  and
liabilities  of Seller with respect to the ownership and operation of the Seller
Assets and the conduct of the Seller  Business,  on and 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 Seller  Nonassumed
Obligations.

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

                  (i) the  ownership or  operation  of the Seller  Assets or the
         conduct of the Seller  Business  prior to the Closing  Date,  including
         without  limitation  Taxes,  unfunded  pension  costs,  any  Employment
         Arrangement of Seller (including  without  limitation any obligation to
         any Seller  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 Seller Assumable
         Agreements relating to the period prior to the Closing;

                  (iii)  any insurance policies of Seller;

                  (iv) those  required to be disclosed in the Seller  Disclosure
         Schedule  which are not so disclosed or which,  if  disclosed,  Section
         2.2(b)(iv)  of the  Seller  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 Seller under this Agreement or
         any Collateral Document;


                                       -2-


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

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

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

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

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

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

         (c)  Anything in this  Section or  elsewhere  in this  Agreement to the
contrary  notwithstanding,  the term "Seller  Nonassumed  Obligations" shall not
include,  and the term "Seller Assumed Obligations" shall include, any liability
arising out of the transfer or  assignment to ATS of, or the use or enjoyment of
the benefits by ATS under, any Contract,  Governmental  Authorization or Private
Authorization  the transfer or assignment of which  (according to Section 2.2(c)
of the Seller  Disclosure  Schedule)  requires or may require the consent of any
Authority or other third party (collectively, the "Nonassignable Contracts"), if
ATS has,  on or prior to the  Closing  Date,  notified  Seller  in  writing  (an
"Acceptance  Notice")  that ATS consents to the transfer or  assignment  of such
Nonassignable  Contract  despite the failure or  inability  of ATS and Seller to
obtain the approval or consent of an Authority or other Person whose approval or
consent is required  pursuant to the terms of such  Nonassignable  Contract,  or
elects to receive the benefits of such Nonassumable Contract, in either of which
events, if the approval or consent of an Authority or other Person applicable to
transfer  of  such  Nonassignable  Contract  is  required  to be  obtained  as a
condition to ATS'  obligations at Closing  pursuant to the provisions of Section
6.1(a) or 6.2(d), ATS shall be deemed to have waived such condition with respect
to such Nonassignable  Contract.  With respect to any Nonassignable Contract for
which the  applicable  consent of any  Authority or other Person is not obtained
prior to the  Termination  Date and for which  ATS does not  timely  deliver  an
Acceptance Notice as described in the preceding  sentence,  Seller and ATS shall
negotiate  in good  faith  to reach  an  equitable  sharing  of the  rights  and
obligations under such Nonassignable Contracts.

         (d)  Notwithstanding  anything  contained  in  this  Agreement  to  the
contrary,  except  as set  forth in  Section  2.2(d)  of the  Seller  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 Seller  employees)  arising from the ownership or
operation of the Seller  Assets or the conduct of the Seller  Business  shall be
prorated as of 12:01  a.m.,  Eastern  time,  on the  Closing  Date,  with Seller
entitled to and  responsible  for any such items on or prior to the Closing Date
and  ATS  entitled  to and  responsible  for  any  such  items  relating  to any
subsequent  period.  For these  purposes,  Pro Ratable Taxes  attributable  to a
period that begins  before and ends after the Closing Date shall be treated on a
"closing of the books" basis as two partial periods,  one ending at the close of
the Closing  Date and the other  beginning  on the day after the  Closing  Date,
except that Pro Ratable  Taxes  (such as property  Taxes)  imposed on a periodic
basis shall be allocated on a daily basis.  If either party shall have  received
any such  revenues or paid any such expenses or charges  which,  pursuant to the
terms  hereof,  the other  party is  entitled  to or  responsible  for, it shall
furnish the other party with a detailed  statement  of any such items as soon as
practicable  after receipt or payment thereof.  The parties shall use their best
efforts to agree upon such items and other adjustments prior to the Closing Date
and,  in any  event,  except  as set  forth  in  Section  2.2(c)  of the  Seller
Disclosure Schedule, within

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sixty (60) days  thereafter.  If the  parties  are unable  within such period to
agree upon such items and other  adjustments,  Seller 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 Seller 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,  Seller 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 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.

         (a) The closing of the Transactions (the "Closing") shall take place at
Willoughby & Hoefer,  P.A.,  1022 Calhoun  Street,  Suite 302,  Columbia,  South
Carolina 29202,  at 10:00 a.m.,  local time, on May 30, 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 Seller Assets
and the Seller  Business  (the  "Purchase  Price")  shall be an amount  equal to
$5,000,000,  subject to  adjustment as provided in Sections  2.2(d),  2.3(b) and
2.3(c),  plus an amount equal to the sum of (x) the Debt  Adjustment and (y) the
Prepaid  Expenses  and  minus  an  amount  equal  to the sum of (i)  the  Seller
Nonassumed  Obligations,  if any,  which ATS agrees to assume,  and (ii) Prepaid
Revenues.  The Purchase Price shall be payable (a) by ATS instructing the Escrow
Agent to deliver the Escrow Deposit (together with interest and other increments
thereto) to Seller and, (b) by wire transfer of immediately  available  funds to
Seller for the balance of the Purchase  Price to such  account (or  accounts) as
Seller shall  designate in written  instructions to ATS delivered not later than
two (2) business days prior to the Closing.

         (b)  In  the  event  that  as  of  the  Closing  Seller  has  completed
negotiations  (the  "Negotiations")  for ATS to acquire from The South  Carolina
Public  Service  Authority  ("Santee  Cooper")  (or from  Seller  as the  Direct
transferee from Santee Cooper) certain tower assets (the "Utility Assets"),  and
Santee Cooper is ready, willing and able to consummate the transactions required
to transfer  the Utility  Assets,  at a price and upon the terms and  conditions
reasonably  satisfactory  to ATS, then in  consideration  of the  opportunity to
acquire the Utility  Assets,  the Purchase  Price shall be the Purchase Price as
calculated pursuant to Section 2.3(a) plus the Utility Assets Price.

         (c) In the event that as of the Closing  Seller is unable to acquire or
enter  into an  agreement  to  acquire  (or to  enable  ATS to do  either of the
foregoing) the Utility Assets but instead enters into  contracts,  assignable to
ATS upon  terms and  conditions  reasonably  satisfactory  to, ATS to manage the
Utility Assets (the "Santee Cooper  Contract"),  then, upon  satisfaction of the
condition  specified in Section 2.3(d), the Purchase Price shall be the Purchase
Price as  calculated  pursuant to Section  2.3(a)  plus the  Utility  Management
Price.

         (d) In  the  event  that  Seller,  on  behalf  of  ATS,  completes  the
Negotiations or presents to ATS for its execution and delivery the Santee Cooper
Contract  pursuant  to  Sections  2.3(b) or  2.3(c),  respectively,  at any time
between the Closing and the one (1) year anniversary of the Closing, Buyer shall
be entitled to the Utility Assets Price or the Utility  Management Price, as the
case may be. ATS shall wire the Utility Asset

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Price or the  Utility  Management  Price,  as the case  maybe,  to the  Seller's
account(s) as designated by Seller pursuant to written  instructions  within ten
(10) business days of receipt of such instructions.

         (e) For purposes of this  Section 2.3 "Utility  Asset Price" shall mean
cash in an amount calculated as follows:

                  (i)      First  calculate the purchase  price for which Seller
                           would be  acquiring  the  Utility  Assets from Santee
                           Cooper  and  divide  that  number  by the  annualized
                           running rate of cash flow from the Utility  Assets as
                           of the date that  Seller  would  acquire  the Utility
                           Assets  or as of the first  full  month  that  Santee
                           Cooper  makes full payment  under the  sale-leaseback
                           arrangement.  For example,  if the purchase  price of
                           the Utility Assets were $3,250,000 and the annualized
                           running  rate of cash  flow were  $480,000,  the cash
                           flow multiple for which the Seller would be acquiring
                           the Utility  Assets would be 6.77 (the  "Utility Cash
                           Flow Multiple").

                  (ii)     ATS  will  then  compensate   Seller  by  taking  the
                           difference between (x) the Utility Cash Flow Multiple
                           and (y) the cash  flow  multiple  which ATS is paying
                           Seller for the  Seller  Assets,  based upon  Seller's
                           estimated  1997  year end  running  rate of cash flow
                           (which the  parties  have  heretofore  agreed will be
                           $45,000  for  December   1997,   or  $540,000  on  an
                           annualized  basis),  and  adding  that  number to the
                           Utility Cash Flow  Multiple.  By way of example,  ATS
                           would be paying Seller  approximately 9.87 times year
                           end  1997  running  rate  of  cash  flow  ($5,330,000
                           divided by $540,000) and the difference would be 9.87
                           less 6.77, or 3.10.

                  (iii)    This differential of 3.10 would then be multiplied by
                           the  percentage of Utility  Assets being  acquired by
                           Seller  (currently  expected  to be 19)  which can be
                           utilized as lease towers, as determined by good faith
                           negotiations  of  Seller  and  ATS  at  the  time  of
                           purchase of the Utility Assets. Thus, for example, if
                           15 of the Utility  Assets are useable,  ATS would pay
                           Seller  a  cash  flow  multiple  of  6.77  plus  3.10
                           multiplied by  fifteen-nineteenths  (15/19),  or 6.77
                           plus 2.45, or 9.22.

                  (iv)     Therefore,  ATS would pay 9.22 times the cash flow of
                           the  Utility   Assets   (9.22  times   $480,000,   or
                           $4,424,337) for the Utility Assets. Seller would have
                           a gain of $1,174,337  (over and above its $3,250,000)
                           purchase price) for the Utility Assets opportunity.

         (f) For purposes of this Section 2.3 "Utility  Management  Price" shall
mean cash in an amount calculated as follows:

         The number of tower sites being managed  (estimated  currently at 64 in
         number), multiplied by the estimated annual revenue per site (estimated
         currently at $12,000),  multiplied by the  percentage of sites actually
         useable as lease sites (currently  estimated at between 65% to 75%) and
         multiplied by the management  fee percentage  negotiated by Seller with
         Santee Cooper  (estimated at between 25% to 30%).  ATS and Seller would
         then negotiate in good faith to determine (i) a reasonable  multiple of
         this  estimated  cash flow and,  (ii) since there is  presently no cash
         flow from these  towers,  the schedule of payments to be paid by ATS to
         Seller for the management  opportunity,  based in part on payments from
         Santee Cooper under the Santee Cooper Contract.


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         (g)  Except  as set  forth  in this  Section  2.3 with  respect  to the
adjustment  of the  Purchase  Price,  all efforts of Seller with  respect to the
Negotiations  whether  prior or  subsequent  to the Closing,  including  without
limitation,  the  acquisition of the Utility Assets or execution and delivery of
the  Santee  Cooper  Contract,  as the case may be,  shall,  be for the sole and
exclusive  benefit of ATS. If executed  and  delivered  prior to the Closing the
Santee Cooper Contract shall be considered part of Seller's Assets.  If acquired
by Seller prior to the Closing the Utility  Assets shall be  considered  part of
Seller's Assets.

         (h) In the event that Seller acquires the Utility Assets or enters into
the  Santee  Cooper  Contract,  but the terms  and  conditions  thereof  are not
reasonably satisfactory to ATS, Seller shall, within ten (10) business days from
ATS' rejection of the acquisition of the Utility Assets or refusal to enter into
the Santee  Cooper  Contract,  as the case may be,  notify  ATS of its  election
either (i) to offer the Utility Assets or the Santee Cooper  Contract to a third
party which is not  Affiliated  with Kenneth E. Hall,  or (ii) submit to binding
arbitration in accordance with the Commercial Rules of the American  Arbitration
Association  the issue of ATS'  reasonableness  in rejecting the purchase of the
Utility Assets or the execution and delivery of the Santee Cooper Contract.

         (i)  Notwithstanding  anything in this  Agreement to the contrary,  the
parties acknowledge that the employees,  including the President, of Seller will
be employed by ATS  following  the Closing.  These  persons will  continue to be
involved in the Negotiations  and/or  procurement of the Santee Cooper Contract.
ATS agrees to allow  these  persons to pursue  the  Negotiations  and the Santee
Cooper  Contract,  for the benefit of ATS or, upon its rejection of the purchase
of the  Utility  Assets or refusal to enter  into the  Santee  Copper  Contract,
Seller, during normal business hours while these persons are employees of ATS.

         2.4 Accounts Receivable.  At the closing,  Seller shall appoint ATS its
agent for the purpose of  collecting  all  Accounts  Receivable  relating to the
Seller Business.  Seller 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 Seller Business.  Subject to and limited
by the following,  revenues relating to the Accounts  Receivable relating to the
Seller  Business  will be for the  account  of  Seller.  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 Seller  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 Seller  Business
shall  first be applied in  reduction  of the  Accounts  Receivable,  unless the
customer  contests  the  validity  of such  application.  During the  Collection
Period,  ATS shall  furnish  Seller with a list of, and pay over to Seller,  the
amounts  collected with respect to the Accounts  Receivable  with respect to the
Seller Business on a monthly basis and forward to Seller,  promptly upon receipt
or  delivery,  as the case may be,  copies  of all  correspondence  relating  to
Accounts  Receivable.  ATS shall  provide  Seller with a final  accounting on or
before the fifteenth (15th) day following the end of the Collection Period. Upon
the request of either  party at and after such time,  the parties  shall meet to
mutually  and in good faith  analyze  any  uncollected  Accounts  Receivable  to
determine if the same, in their reasonable  business judgment,  are deemed to be
collectable  and if ATS desires to retain such Accounts  Receivable.  As to each
such Accounts Receivable, the parties shall negotiate a good faith value of such
Accounts  Receivable,  which  ATS  shall  pay to  Seller  if  ATS,  in its  sole
discretion,  chooses to retain such Accounts Receivable. Seller 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 Seller 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 Seller. ATS
shall not incur any liability to Seller for any  uncollected  account unless ATS
shall have engaged in willful  misconduct or gross negligence in the performance
of its obligations

                                       -6-


<PAGE>



set forth in this  Section.  During  and after the  Collection  Period,  without
specific agreement with ATS to the contrary, neither Seller nor its agents shall
make any direct solicitation of the Accounts Receivable for collection purposes,
except for Accounts Receivable retained by Seller after the Collection Period.


                                    ARTICLE 3

                    REPRESENTATIONS AND WARRANTIES OF SELLER

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

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

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

         (b)  Seller  has all  requisite  limited  liability  company  power and
authority  and has in full  force and  effect  all  Governmental  Authorizations
(which,  for  purposes of this  Section  3.1(b),  relate only to the sale of the
Seller  Assets  and the Seller  Business  generally  and not to  "site-specific"
Governmental  Authorizations  or those  required  by local  Applicable  Law) and
Private  Authorizations,  except  for those set forth in  Section  3.1(b) of the
Seller  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
Seller,  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  Seller.  This  Agreement  has  been  duly  executed  and
delivered by Seller 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 Seller will constitute, legal, valid
and  binding  obligations  of  Seller,  enforceable  in  accordance  with  their
respective terms.

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

                  (i) will conflict with, or result in a breach or violation of,
         or constitute a default  under,  any Organic  Document of Seller or any
         Applicable Law (which, for purposes of this Section 3.1(c)(i),  relates
         only to the sale of the Seller Assets and the Seller Business generally
         and not to local Applicable Law), 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 Seller, other than those constituting Seller Nonassumed Obligations;
         or

                  (ii) will  require  Seller to make or obtain any  Governmental
         Authorization (which, for purposes of this Section 3.1(c)(ii)),  relate
         only to the sale of the Seller Assets and Seller Business

                                       -7-


<PAGE>



         generally and not to  "site-specific"  Governmental  Authorizations  or
         those  required  by local  Applicable  Law),  or Private  Authorization
         including without limitation under the FCA.

         (d) Seller does not have any Subsidiaries.

         3.2 Financial and Other Information. Seller has heretofore furnished to
ATS copies of the financial  statements of the Seller Business listed in Section
3.2 of the Seller Disclosure  Schedule (the "Seller Financial  Statements").  To
the best of Seller's knowledge,  the Seller Financial  Statements,  including in
each case the notes thereto,  have been prepared in accordance with GAAP applied
on a  consistent  basis  throughout  the  periods  covered  thereby,  except  as
otherwise noted therein or as set forth in Section 3.2 of the Seller  Disclosure
Schedule,  are true,  accurate  and complete in all  material  respects,  do not
contain any untrue statement of a material fact or omit to state a material fact
required  by GAAP to be  stated  therein  or  necessary  in  order  to make  the
statements  contained  therein not misleading,  and fairly present the financial
condition and the results of operations and cash flow of the Seller Business, on
the bases  therein  stated,  as of the  respective  dates  thereof,  and for the
respective periods covered thereby subject,  in the case of unaudited  financial
statements, to normal nonmaterial year-end audit adjustments and accruals.

         The parties  recognize that Seller was issued a qualified  opinion with
respect to its 1996 financial  statements.  A copy of these  statements has been
provided to ATS.

         3.3 Changes in Condition.  Since the date of the most recent  financial
statements constituting a part of the Seller Financial Statements, except to the
extent specifically  described in Section 3.3 of the Seller Disclosure Schedule,
there has been no material adverse change in Seller.  There is no Event known to
Seller which materially  adversely affects, or is likely to materially adversely
affect,  Seller,  except to the extent specifically  described in Section 3.3 of
the Seller 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  Seller
Disclosure  Schedule,  except for such exceptions and  qualifications  including
without  limitation those set forth in the Seller 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 Seller.

         3.5 Title to Properties; Leases.

         (a) Section 3.5(a) of the Seller  Disclosure  Schedule contains a true,
accurate and complete  description  of all real property owned by Seller that is
part  of the  Seller  Assets.  Seller  has  good  indefeasible,  marketable  and
insurable  title to all real property  (other than  leasehold real property) and
good  indefeasible and  merchantable  title to all other assets (other than real
property), tangible and intangible, constituting a part of the Seller Assets, in
each case free and clear of all Liens,  except (i) Permitted  Liens,  (ii) Liens
set forth on Section 3.5(a) of the Seller Disclosure Schedule and (iii) Approved
Title Conditions.  Except for financing statements  evidencing Liens referred to
in the preceding sentence (a true, accurate and complete list and description of
which is set forth in Section  3.5(a) of the  Seller  Disclosure  Schedule),  no
financing statements under the Uniform Commercial Code and no other filing which
names  Seller as debtor or which  covers or  purports to cover any of the Seller
Assets is on file in any state or other jurisdiction,  and Seller has not signed
or  agreed to sign any such  financing  statement  or  filing  or any  agreement
authorizing any secured party thereunder to file any such financing statement or
filing. To the best of Seller's knowledge, except as disclosed in Section 3.5(a)
of the Seller Disclosure  Schedule,  all improvements on the real property owned
or leased by Seller are in compliance with applicable zoning,  wetlands and land
use laws, ordinances and regulations and applicable title covenants, conditions,
restrictions  and  reservations  in  all  respects   necessary  to  conduct  the
operations as presently  conducted,  except for any instances of  non-compliance
which do not

                                       -8-


<PAGE>



and will not in the  aggregate  have a material  adverse  effect on the owner or
lessee,  as the case may be,  of such  real  property.  To the best of  Seller's
knowledge,  except as  disclosed  in  Section  3.5(a) of the  Seller  Disclosure
Statement,  all  such  improvements  comply  in all  material  aspects  with all
Applicable Laws, Governmental Authorizations and Private Authorizations.  Except
as disclosed in Section 3.5(a) of the Seller  Disclosure  Statement,  all of the
transmitting  towers,  ground radials, guy anchors,  transmitting  buildings and
related  improvements located on the real property owned or leased by Seller are
located  entirely on such real  property.  There is no pending  and, to Seller's
knowledge,  threatened  or  contemplated  action  to take by  eminent  domain or
otherwise  to condemn any part of any real  property  owned or leased by Seller.
Except as set forth in Section 3.5(a) of the Seller  Disclosure  Schedule,  such
real property (other than land), fixtures, fixed assets and other material items
of personal property, including equipment, have, in Seller's reasonable business
judgment,  been  maintained  in a  manner  consistent  with  generally  accepted
standards of sound engineering  practice and, to the best of Seller's knowledge,
currently permit the Seller Business to be operated in all material  respects in
accordance  with the terms and conditions of all Applicable  Laws,  Governmental
Authorizations and Private Authorizations.

         (b) Section 3.5(b) of the Seller  Disclosure  Schedule contains a true,
accurate and complete  description  of all Leases under which any real  property
used in the Seller Business is leased. Except as otherwise set forth in Schedule
3.5(b) of the Seller Disclosure Schedule, each Lease or other occupancy or other
agreement under which Seller holds real or personal property constituting a part
of the Seller Assets has been duly authorized,  executed and delivered by Seller
and, to Seller's knowledge,  each of the other parties thereto,  and is a legal,
valid and binding obligation of Seller, and, to Seller's knowledge,  each of the
other parties  thereto,  enforceable in accordance with its terms.  Seller has a
valid leasehold interest in and enjoys peaceful and undisturbed possession under
all  Leases  pursuant  to which it holds  any such  real  property  or  tangible
personal  property.  To the best of Seller's  knowledge,  all of such Leases are
valid and  subsisting  and in full force and  effect;  neither  Seller  nor,  to
Seller's  knowledge,  any other party  thereto,  is in  material  default in the
performance,  observance or fulfillment of any obligation, covenant or condition
contained in any such Lease. None of the fixed assets or equipment  comprising a
part of the Seller  Assets is subject to contracts of sale,  and none is held by
Seller as lessee or as  conditional  sales vendee under any Lease or conditional
sales contract and none is subject to any title retention  agreement,  except as
set forth in Section 3.5(b) of the Seller Disclosure Schedule.

         (c) Section 3.5(c) of the Seller  Disclosure  Schedule contains a true,
accurate and complete  description  of all  material  items of Sellers  Personal
Property.  Seller owns and has good and merchantable title to all of the Sellers
Personal  Property  relating  to the Sellers  Business  (the  "Sellers  Personal
Property"),  in each  case,  free and clear of all Liens,  except (i)  Permitted
Liens and (ii)  Liens  set forth on  Section  3.5(c)  of the  Seller  Disclosure
Schedule  (which Liens shall be released prior to Closing).  Except as set forth
in Section 3.5(c) of the Seller Disclosure Schedule,  all of the Seller Personal
Property is in a state of good repair and  maintenance  and is in good operating
condition,  normal  wear and tear  excepted,  has  been  maintained  in a manner
consistent with generally  accepted  standards of good engineering  practice and
currently  permits the Seller  Business to be  operated in  accordance  with the
terms and conditions of all Applicable Laws.

         3.6 Compliance with Private  Authorizations.  Section 3.6 of the Seller
Disclosure   Schedule  sets  forth  a  true,  accurate  and  complete  list  and
description of each Private  Authorization  which Seller currently holds. To the
best of Seller's knowledge, Seller has obtained all Private Authorizations which
are necessary for the ownership or operation of the Seller Assets or the conduct
of  the  Seller  Business   which,  if  not  obtained  and  maintained,   could,
individually or in the aggregate,  materially  adversely  affect Seller.  All of
such  Private  Authorizations,  to  Seller's  knowledge,  are  valid and in good
standing  and are in full force and effect.  To the best of Seller's  knowledge,
Seller is not in breach or  violation  of,  or in  default  in the  performance,
observance or fulfillment of, any such Private  Authorization,  and, to the best
of Seller's knowledge,  no Event exists or has occurred,  which constitutes,  or
but for any requirement of giving of notice or passage of time or both

                                       -9-


<PAGE>



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 Seller.  No such
Private  Authorization is the subject of any pending or, to Seller's  knowledge,
threatened attack, revocation or termination.

         3.7 Compliance with Governmental Authorizations and Applicable Law.

         (a) Section 3.7(a) of the Seller  Disclosure  Schedule contains a true,
complete and  accurate  description  of each  Governmental  Authorization  which
Seller  currently holds. To the best of Seller's  knowledge,  these are the only
Governmental  Authorizations  (i)  required  under  Applicable  Laws  to own and
operate the Seller Business,  as currently conducted or proposed to be conducted
on or prior to the Closing Date,  or (ii)  necessary to permit Seller to execute
and deliver this Agreement and to perform its obligations hereunder. To the best
of Seller's knowledge, Seller has obtained all Governmental Authorizations which
are necessary for the ownership or operation of the Seller Assets or the conduct
of the  Seller  Business  as now  conducted  and  which,  if  not  obtained  and
maintained,  would,  individually or in the aggregate, have any material adverse
effect on  Seller.  None of the  Governmental  Authorizations  listed in Section
3.7(a) of the Seller Disclosure Schedule,  to Seller's knowledge,  is subject to
any  restriction  or  condition  which would limit in any  material  respect the
ownership  or  operations  of the  Seller  Assets or the  conduct  of the Seller
Business  as  currently  conducted,   except  for  restrictions  and  conditions
generally   applicable  to  Governmental   Authorizations   of  such  type.  The
Governmental  Authorizations  listed in Section 3.7(a) of the Seller  Disclosure
Schedule are, to Seller's  knowledge,  valid and in good  standing,  are in full
force and  effect and are not  impaired  in any  material  respect by any act or
omission of Seller or its officers, directors,  employees or agents, and, to the
best of Seller's  knowledge,  the ownership or operation of the Seller Assets or
the conduct of the Seller  Business are in accordance  in all material  respects
with the Governmental Authorizations. All material reports, forms and statements
required to be filed by Seller with all  Authorities  with respect to the Seller
Business  have,  to Seller's  knowledge,  been filed and are true,  complete and
accurate in all material  respects.  No such  Governmental  Authorization is the
subject of any  pending  or, to  Seller's  knowledge,  threatened  challenge  or
proceeding to revoke or terminate any such  Governmental  Authorization.  Seller
does not believe that any such Governmental Authorization will not be renewed in
the name of Seller by the granting Authority in the ordinary course.

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

         (c) Except as otherwise specifically described in Section 3.7(c) of the
Seller Disclosure Schedule, no Event exists or has occurred,  which, to Seller's
knowledge, constitutes, or but for any requirement of

                                      -10-


<PAGE>



giving of notice or  passage of time or both  would  constitute,  such a breach,
violation or default, under (i) any Governmental Authorization or any Applicable
Law,  except for such  breaches,  violations  or defaults as do not and will not
have, individually or in the aggregate, any material adverse effect on Seller or
(ii) any  material  requirement  of any  insurance  carrier,  applicable  to the
ownership  or  operations  of the  Seller  Assets or the  conduct  of the Seller
Business.

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

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

         3.9  Related  Transactions.  Seller  is not a party or  subject  to any
Contractual  Obligation  relating to the  ownership  or  operation of the Seller
Assets or the  conduct  of the  Seller  Business  between  Seller and any of its
officers, directors, shareholders, employees or, to the knowledge of Seller, 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 Seller  Disclosure  Schedule,  (ii) Contractual
Obligations  between  Seller and any of its directors,  shareholders,  officers,
employees or  Affiliates  of Seller or any of the  foregoing,  which  constitute
Excluded Assets or Seller Nonassumed  Obligations,  or (iii) as specifically set
forth in Section 3.9 of the Seller Disclosure Schedule.

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

         3.11 Tax Matters.

         (a) Seller has in accordance with all Applicable Laws filed all federal
and state and, to the best of Seller's  knowledge,  local Tax Returns  which are
required to be filed,  and has paid, or made adequate  provision for the payment
of, all Taxes  which have or may become  due and  payable  pursuant  to said Tax
Returns  and all other  governmental  charges and  assessments  received to date
other  than  those  Taxes  being  contested  in good  faith for  which  adequate
provision has been made on the most recent  balance sheet forming part of Seller
Financial  Statements.  To the best of  Seller's  knowledge,  the Tax Returns of
Seller  have been  prepared in all  material  respects  in  accordance  with all
Applicable  Laws  and  generally  accepted  principles  applicable  to  taxation
consistently  applied. All Taxes which Seller is required by law to withhold and
collect

                                      -11-


<PAGE>



have been duly  withheld  and  collected,  and have been paid over,  in a timely
manner, to the proper Authorities to the extent due and payable.  Seller has not
executed any waiver to extend,  or otherwise  taken or failed to take any action
that would have the effect of extending,  the applicable  statute of limitations
in respect of any Tax  liabilities  of Seller for the fiscal  years prior to and
including  the most recent  fiscal  year.  Adequate  provision  has, to Seller's
knowledge,  been made on the most recent  balance  sheet  forming part of Seller
Financial  Statements  for all Taxes  accrued  through the date of such  balance
sheet of any kind, including interest and penalties in respect thereof,  whether
disputed or not, and whether  past,  current or deferred,  accrued or unaccrued,
fixed,  contingent,  absolute or other, and there are, to Seller's knowledge, no
past  transactions  or  matters  which  could  result in  additional  Taxes of a
material nature to Seller for which an adequate reserve has not been provided on
such balance sheet. Seller is not a "consenting  corporation" within the meaning
of Section 341(f) of the Code.

         (b) Seller is not a party to any tax sharing agreement or arrangement.

         3.12 Employee Retirement Income Security Act of 1974.

         (a) Seller  (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.

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

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

                                      -12-


<PAGE>



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  Seller
Disclosure  Schedule are all Material  Agreements  relating to the  ownership or
operation  of the Seller  Assets or the  conduct of the  business  of the Seller
Business  or to which  Seller is a party or to which it is bound or which any of
the Seller Assets is subject. True, accurate and complete copies of each of such
Material  Agreements  have been made  available  by Seller to ATS and Seller 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 Seller and, to Seller'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.  To
Seller's  knowledge  Seller 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 Seller,
Claim threatened in writing that Seller 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 Seller  under any of such  Material  Agreements  in any
material respect.

         3.17  Ordinary  Course of  Business.  Seller,  from the end of its most
recent  fiscal  quarter to the date  hereof,  except (i) as may be  described on
Section 3.17 of the Seller  Disclosure  Schedule,  or (ii) as may be required or
expressly  contemplated  by the terms of this  Agreement,  with  respect  to the
Seller Assets and the Seller 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;

                  (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 $25,000;

                           (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 $25,000;

                           (iii) has not entered into any individual  commitment
                  having a value in excess of $25,000; 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  and has not  incurred  any  Indebtedness  from  Money
         Borrowed;

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

                  (e) has not  increased the  compensation  payable or to become
         payable  to any of the  Seller  Employees  other  than in the  ordinary
         course of business or otherwise materially altered, modified or changed
         the terms of their employment;

                                      -13-


<PAGE>




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

                  (g) has not waived any rights of material  value  without fair
         and adequate consideration;

                  (h) has not experienced any work stoppage;

                  (i) except in the ordinary course of business, has not entered
         into,  amended or  terminated  any Lease,  Governmental  Authorization,
         Private Authorization, Material Agreement or Employment Arrangement, or
         any transaction, agreement or arrangement with any Affiliate of Seller,
         except for Seller Nonassumed Obligations; and

                  (j) has not entered  into any other  transaction  or series of
         related transactions which individually or in the aggregate is material
         to the Seller Assets or the Seller Business.

         3.18  Material  and  Adverse  Restrictions.  To the  best  of  Seller's
knowledge,  Seller is not a party to or  subject  to,  nor is any of the  Seller
Assets subject to, any Applicable Law, Governmental  Authorization,  Contractual
Obligation, Employment Arrangement, Material Agreement or Private Authorization,
or any  other  obligation  or  restriction  of any  kind  or  character,  which,
individually  or in the  aggregate,  now has or is likely  to have any  material
adverse  effect on  Seller,  except as set forth in  Section  3.18 of the Seller
Disclosure Schedule.

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

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

         3.21 Environmental Matters.  Except as set forth in Section 3.21 of the
Seller Disclosure Schedule, with respect to the Seller Assets, Seller:

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

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

                  (c) is not a party in interest or, to Seller's  knowledge,  in
         default under any judgment,  order,  writ,  injunction or decree of any
         Final Order issued pursuant to any Environmental Law;

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


                                      -14-


<PAGE>



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


                                    ARTICLE 4

                      REPRESENTATIONS AND WARRANTIES OF ATS

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

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

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

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

         (c) Except for matters which would not have a 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.


                                      -15-


<PAGE>



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

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

         4.5 Financing.  ATS has available, and as of the Closing Date will have
available,  sufficient  funds to enable it to pay the Purchase  Price in full in
accordance with the terms and provisions of Section 2.3.

         4.6 ATS Due Diligence  Investigation.  ATS and its Representatives have
performed a thorough,  complete and comprehensive due diligence investigation of
Seller,  including without  limitation an investigation of Seller's  businesses,
operations,  properties,  fixtures,  title to properties,  assets  (tangible and
intangible),  equipment, prospects,  personnel, employment arrangements,  Seller
Financial Statements, condition (financial or other), books, accounts, financial
records,  ledgers,  commitments and records (including Tax Returns), work papers
and other sources of financial  information possessed or controlled by Seller or
its accountants, contracts, agreements, leases, business environment, the Seller
Disclosure Schedule, and compliance with Governmental Authorizations, Applicable
Laws and Private  Authorizations  (the "Due Diligence  Investigation").  The Due
Diligence  Investigation  has not revealed to ATS any  information,  issues,  or
concerns  which,  in its reasonable  business  judgment,  individually or in the
aggregate,  materially  adversely affects, or is likely to materially  adversely
affect,  the Seller.  ATS and its  Representatives  represent  that Seller fully
cooperated with ATS as it conducted the Due Diligence  Investigation  and Seller
did not interfere with,  limit or impede the Due Diligence  Investigation in any
manner whatsoever.  ATS also represents that the Due Diligence Investigation has
been performed to its complete satisfaction.


                                    ARTICLE 5

                                    COVENANTS

         5.1 Access to Information; Confidentiality.

         (a) Seller shall afford to ATS and its accountants,  counsel,  lenders,
financial advisors and other representatives (the "Representatives") full access
during normal business hours  throughout the period prior to the Closing Date to
all of Seller's properties, books, contracts, commitments and records (including
without  limitation  Tax Returns)  relating to the Seller  Assets and the Seller
Business and, during such period, shall furnish promptly upon request (i) a copy
of each  report,  schedule and other  document  filed or received by any of them
pursuant  to the  requirements  of any  Applicable  Law or  filed by it with any
Authority  in  connection  with the  Transactions  or which may have an  adverse
effect  on  the  Seller  Assets  or  the  Seller  Business  or  the  businesses,
operations, properties, prospects, personnel, condition (financial or other), or
results of operations thereof, (ii) all financial records,  ledgers, work papers
and other sources of financial information possessed and controlled by Seller or
its accountants deemed by ATS or its Representatives necessary or useful for the
purpose of performing an audit of the Seller Assets and the Seller  Business and
certifying financial statements and financial information,  and (iii) such other
information in the possession or control of Seller or its accountants concerning
any of the foregoing as ATS shall reasonably request;  provided,  however,  that
Seller  shall not be required to permit any such access to the extent same would
unreasonably interfere with Seller's normal business operations.  All non-public
information relating to the Seller Assets or the Seller Business furnished prior
to the execution,  or pursuant to the provisions,  of this Agreement,  including
without  limitation  this  Section,  will be kept  confidential  and shall  not,
without the prior written  consent of Seller,  be disclosed by ATS in any manner
whatsoever,  in whole or in part, and shall not be used for any purposes,  other
than in

                                      -16-


<PAGE>



connection  with  the  Transactions.  In no  event  shall  ATS  or  any  of  its
Representatives  use such information to the detriment of Seller.  ATS agrees to
reveal such  information only to those of its  Representatives  or other Persons
who  need  to  know  such   information   for  the  purpose  of  evaluating  the
Transactions,  who are informed of the  confidential  nature of such information
and who shall  undertake to act in accordance  with the terms and  conditions of
this Agreement.  From and after the Closing, Seller shall not, without the prior
written  consent of ATS,  disclose  any  information  with respect to the Seller
Assets or the Seller  Business,  and no such  information  shall be used for any
purposes,  other  than in  connection  with the  Transactions  or to the  extent
required by Applicable Law.

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

         (c)  Anything in this  Section or  elsewhere  in this  Agreement to the
contrary  notwithstanding,  either  party may disclose  information  received or
retained by it in accordance  with the  provisions  of this  Agreement if it can
demonstrate  (i) such  information  is  generally  available  to or known by the
public from a source other than the party seeking to disclose  such  information
or (ii) was obtained by the party  seeking to disclose such  information  from a
source other than the other party,  provided that such source was not bound by a
duty of confidentiality to the other party or another party with respect to such
information.

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

         5.2 Agreement to Cooperate.

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

         (b) The parties shall  cooperate  with one another in the  preparation,
execution and filing of all Tax Returns, questionnaires,  applications, or other
documents regarding any real property transfer or gains,

                                      -17-


<PAGE>



sales, use, transfer, value added, stock transfer and stamp Taxes, any transfer,
recording,  registration  and other  fees,  and any similar  Taxes which  become
payable in connection with the Transactions that are required or permitted to be
filed on or before the Closing Date.

         (c) Seller shall cooperate and use its reasonable  business  efforts to
cause its independent  accountants to reasonably cooperate with ATS, and at ATS'
expense,  in order to enable  ATS to have its  independent  accountants  prepare
audited  financial  statements  for the  Seller  Business  described  in Section
6.2(g).  Without  limiting the generality of the  foregoing,  Seller agrees that
after the Closing Date it will (x) consent to the use of such audited  financial
statements in any  registration  statement or other document filed by ATS or any
Affiliate  of ATS under  any  applicable  federal  or state  securities  Law the
Securities  Act or the Exchange  Act and (y) execute and deliver,  and cause its
directors and officers to execute and deliver, such "representation"  letters as
are  customarily  delivered in  connection  with audits and as ATS'  independent
accountants may reasonably request under the circumstances.

         (d)  Seller  shall  use its best  efforts  to  diligently  conduct  and
conclude the Negotiations for the benefit of ATS, or to enter into or present to
ATS for execution and delivery the Santee Cooper  Contract,  as the case may be,
and conduct the  Negotiations  or the  negotiations  with  respect to the Santee
Cooper  Contract in at least a manner as if the  Negotiations  or execution  and
delivery of the Santee Cooper  Contract were for the sole and exclusive  benefit
of Seller.  ATS  agrees to  cooperate  and  support,  both  before and after the
Closing Date, Seller's efforts with respect to the foregoing.

         5.3  Public  Announcements.  Until  the  Closing,  or in the  event  of
termination  of this  Agreement,  and except as required  to obtain  third party
consents pursuant to this Agreement, Seller and ATS shall consult with the other
before issuing any press release or otherwise making any public  statements with
respect to this Agreement or the Transactions and shall not issue any such press
release  or make any such  public  statement  without  the prior  consent of the
other.  Notwithstanding  the foregoing,  each party acknowledges and agrees that
Seller and ATS may, without its prior consent, issue such press releases or make
such public  statements as may be required by Applicable  Law, in which case, to
the extent practicable, the party proposing to make such press release or public
statement will consult with the other  regarding the nature,  extent and form of
such press release or public  statement.  In addition,  subject to the terms and
conditions  hereof,  ATS may  disclose the subject  matter of this  Agreement to
Persons  with  whom  Seller  has  a  business  or  contractual  relationship  in
connection with ATS' due diligence investigation of Seller.

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

         5.5 No  Solicitation.  Seller shall not, nor shall it knowingly  permit
any  of its  Representatives  (including,  without  limitation,  any  investment
banker,  broker,  finder,  attorney or accountant  retained by it) to, initiate,
solicit or facilitate,  directly or  indirectly,  any inquiries or the making of
any  proposal  with  respect  to  any  Alternative  Transaction,  engage  in any
discussions  or  negotiations  concerning,  or provide  to any other  Person any
information  or data relating to it for the purposes of, or otherwise  cooperate
in any way with or

                                      -18-


<PAGE>



assist or  participate  in, or  facilitate  any  inquiries  or the making of any
proposal which constitutes, or may reasonably be expected to lead to, a proposal
to seek or  effect  any  Alternative  Transaction,  or agree to or  endorse  any
Alternative Transaction. "Alternative Transaction" means a transaction or series
of related  transactions  (other  than the  Transactions)  resulting  in (i) any
merger or  consolidation,  regardless of whether Seller is the surviving  Entity
unless the surviving  Entity remains  obligated under this Agreement to the same
extent  as it  was,  or  (ii)  any  sale  or  other  disposition  of  all or any
substantial part of the Seller Assets or the Seller Business.  The provisions of
this Section shall apply to each of Seller's  Subsidiaries.  If Seller or any of
its  Representatives  receives  any  inquiry  with  respect  to  an  Alternative
Transaction while this Agreement is in effect, Seller shall inform the inquiring
party that it is not entitled to enter into discussions or negotiations relating
to an Alternative Transaction.

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

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

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

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

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

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

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

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

With respect to any  transaction or act proposed to be entered into or performed
by Seller which, pursuant to Sections 5.6(a) through 5.6(g),  requires the prior
approval of ATS, ATS shall be deemed to have approved

                                      -19-


<PAGE>



same unless  written notice of disapproval is received by Seller within five (5)
business  days after  receipt by ATS of a written  request for approval  made by
Seller.


                                    ARTICLE 6

                               CLOSING CONDITIONS

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

                  (a) 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; and

                  (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 made
         by ATS and Seller 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  or the
         failure  to  obtain  or make  would  not,  in the  reasonable  business
         judgment of ATS, have a material adverse effect on the Seller Assets or
         the Seller Business.

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

                  (a) All agreements, certificates, opinions and other documents
         required to be delivered  pursuant to the  provisions of this Agreement
         shall be reasonably  satisfactory  in form,  scope and substance to ATS
         and its  counsel,  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) Seller 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 Willoughby & Hoefer, P.A.,
         counsel for Seller, or other counsel reasonably acceptable to ATS, with
         respect  to the  matters  set forth in  Sections  3.1(a),  (b) and (c),
         3.7(b) and 3.14, and such other matters  arising after the date of this
         Agreement  and incident to the  Transactions,  as ATS or its counsel or
         its counsel may reasonably request or which may be reasonably requested
         by any such bank or financial institution or their respective counsel;

                  (c) The  representations and warranties of Seller contained in
         this  Agreement  or  otherwise  made in  writing by it or on its behalf
         pursuant hereto or otherwise made in connection  with the  Transactions
         shall be true and  correct in all  material  respects  at and as of the
         Closing Date with

                                      -20-


<PAGE>



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

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

                  (e) Between the date of this  Agreement  and the Closing Date,
         there shall not have  occurred and be continuing  any material  adverse
         change  in  Seller  from  that  reflected  in the  most  recent  Seller
         Financial  Statements;   as  of  the  Closing  Date,  the  Governmental
         Authorizations with respect to the ownership or operation of the Seller
         Assets  or the  conduct  of the  Seller  Business  shall  not have been
         materially  and  adversely  affected  by any act, or failure to act, of
         Seller;

                  (f) Seller  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 Seller to ATS at or prior to
         the Closing pursuant to the terms of this Agreement;

                  (g) ATS shall have received from Seller such  documentation as
         shall be reasonably  satisfactory to ATS indicating that an unqualified
         report with  respect to the  financial  statements  of Seller  could be
         issued if requested by ATS;

                  (h) As of the Closing  Date,  except as otherwise set forth in
         Section 3.7(a) of the Seller Disclosure Schedule, no Legal Action shall
         be pending  before or  threatened  in writing  by any  Authority  which
         might,  in the  reasonable  business  judgment  of ATS,  based upon the
         advice of counsel,  have a material adverse effect on the Seller Assets
         and the Seller Business,  it being understood and agreed that a written
         request  by  any  Authority  for   information   with  respect  to  the
         Transactions,  which  information could be used in connection with such
         Legal  Action,  shall not be  deemed  to be a threat of any such  Legal
         Action;

                  (i)  Kenneth  E.  Hall,  Seller  and  Tower,  Inc.  shall have
         executed and delivered to ATS an agreement substantially in the form of
         Exhibit  B  attached   hereto  and  made  a  part   hereof   (the  "ATS
         Noncompetition Agreement"), and Kenneth E. Hall shall have executed and
         delivered  to ATS an agreement  substantially  in the form of Exhibit C
         attached   hereto  and  made  a  part  hereof   (the  "ATS   Employment
         Agreement");

                  (j) The Phase I  Environmental  Reports  received  by ATS with
         respect to real property  owned or leased by Seller that is part of the
         Seller Assets shall not indicate any exceptions which

                                      -21-


<PAGE>



         would  indicate  a breach of  warranty  or  misrepresentation  (without
         regard to the knowledge  qualification)  of Seller set forth in Section
         3.21;

                  (k) Seller and each of the escrow  agents  named  therein (the
         "Indemnity  Escrow Agents") shall have executed and delivered to ATS an
         indemnity agreement (the "Indemnity Escrow Agreement") substantially in
         the form of Exhibit D attached hereto and made a part hereof;

                  (l) The title  reports  and/or CTLA title  insurance  policies
         received by ATS with respect to real  property  owned by Seller that is
         part of the Seller Assets shall not indicate any exceptions which would
         indicate a breach of warranty or  misrepresentation  (without regard to
         the knowledge qualification) of Seller set forth in Section 3.5; and

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

         6.3 Conditions to  Obligations  of Seller.  The obligation of Seller 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 Seller
         and its  counsel,  and Seller 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 Seller and, at Seller's  request,
         any bank of other  financial  institution  providing  credit to Seller,
         with favorable opinions, dated the Closing Date of Sullivan & Worcester
         LLP,  counsel for ATS, with respect to the matters set forth in Section
         4.1 and with respect to such other  matters  arising  after the date of
         this  Agreement  and  incident  to the  Transactions,  as Seller or its
         counsel may reasonably request or which may be reasonably  requested by
         any such bank or financial institution or their respective counsel;

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

                                      -22-


<PAGE>



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

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

                  (e)  ATS  shall  have  executed  and  delivered  to  Seller  a
         counterpart of the ATS Employment Agreement; and

                  (f) ATS shall  have  executed  and  delivered  to  Seller  the
         Nonassignable Contracts Agreement.


                                    ARTICLE 7

                        TERMINATION, AMENDMENT AND WAIVER

         7.1 Termination.  This Agreement may be terminated at any time prior to
the Closing Date:

                  (a) by mutual consent of Seller and ATS;

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

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

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

         The term "Termination  Date" shall mean May 31, 1997 or such other date
as the parties may, from time to time, mutually agree.

         The right of ATS or Seller to terminate this Agreement pursuant to this
Section shall remain  operative  and in full force and effect  regardless of any
investigation made by or on behalf of either party, any Person

                                      -23-


<PAGE>



controlling any such party or any of their  respective  Representatives  whether
prior to or after the execution of this Agreement.

         7.2 Effect of Termination.

         (a)   Except  as   provided   in   Sections   5.1  (with   respect   to
confidentiality),  5.3 and 9.3 and this Section, in the event of the termination
of this  Agreement  pursuant to Section  7.1,  or in the event the  Transactions
shall not have been consummated  prior to the end of business on the Termination
Date, this Agreement shall forthwith become void, there shall be no liability on
the part of either party, or any of their respective  shareholders,  officers or
directors,  to the other and all rights and  obligations  of either  party shall
cease;  provided,  however, that such termination shall not relieve either party
from  liability for any  misrepresentation  or breach of any of its  warranties,
covenants or agreements set forth in this Agreement.

         (b) In the event this Agreement is terminated by Seller or ATS pursuant
to the provisions of Section 7.1(c) or 7.1(d), respectively, then Seller or ATS,
as the terminating  party,  shall be entitled to liquidated damages of an amount
equal to the Escrow Deposit,  together with interest and other earnings thereon,
or  $100,000,  as the case may be,  it  being  agreed  that  such  amount  shall
constitute  full  payment for any and all  damages  suffered by Seller or ATS by
reason of the other's  failure to consummate  the  Transactions.  ATS and Seller
agree in advance that actual  damages  would be difficult to ascertain  and that
such liquidated  damages is a fair and equitable  amount to reimburse Seller for
damages  sustained due to ATS' failure to consummate  the  Transactions  for the
above-stated  reasons. In addition, in the event this Agreement is terminated by
ATS pursuant to the provisions of Section 7.1(d),  then ATS shall be entitled to
a return of the  Escrow  Deposit,  together  with  interest  and other  earnings
thereon,  together  with  without  prejudice  to ATS'  right to pursue  specific
performance hereunder.  Notwithstanding the foregoing, each party shall have the
right to seek specific performance pursuant to the provisions of Section 9.5.

         (c)  In  the  event  this  Agreement  is  terminated  pursuant  to  the
provisions of Section  7.1(a) or 7.1(b),  except as provided in Section  7.2(a),
neither of the parties  shall have any further  rights or remedies,  except that
ATS shall be entitled to the Escrow Deposit, together with interest and earnings
thereon.


                                    ARTICLE 8

                                 INDEMNIFICATION

         8.1  Survival.  The  representations  and  warranties  of  the  parties
contained in or made pursuant to this Agreement or any Collateral Document shall
survive the Closing and shall remain  operative and in full force and effect for
a period  ending on the later of (i) one (1) year from the Closing  Date or (ii)
the earlier of (x) the termination of all negotiations with Santee Cooper or (y)
the  acquisition  by ATS (or Seller) of the Utility  Assets or the execution and
delivery of the Santee Cooper  Contract,  irrespective of the application of any
applicable  statute of limitations.  The covenants and agreements of the parties
contained in or made pursuant to 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. No claim for indemnification,  other than with respect to fraud
or intentional  and willful breach or  misrepresentation,  may be asserted after
the expiration of the Indemnity Period.  Notwithstanding  anything herein to the
contrary, any representation,  warranty, covenant and agreement which arises and
is the subject of a Claim which is asserted in writing  prior to the  expiration
of the applicable  Indemnity  Period shall survive with respect to such Claim or
any dispute with respect thereto until the final resolution thereof.

                                      -24-


<PAGE>




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

                  (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 Seller  Assets or the  conduct of the
         business  of the Seller  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  Seller  as the  indemnifying  party,  the
         failure of Seller to comply with Bulk Sales law of the South  Carolina;
         or

                  (d) in the case of Seller as the indemnifying party, by reason
         of, or arising out of, (i) Seller  Nonassumed  Obligations  or (ii) the
         ownership and  operation of the Seller  Assets and the Seller  Business
         prior to the Closing Date; or

                  (e) in the case of ATS as the  indemnifying  party,  by reason
         of, or  arising  out of,  (i) Seller  Assumed  Obligations  or (ii) the
         ownership and  operation of the Seller  Assets and the Seller  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  Seller
         Assumed Obligations.

         8.3 Limitation of Liability.

         (a)  Notwithstanding  the provisions of Section 8.2, after the Closing,
except as otherwise provided in Section 8.6, each 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 each  indemnifying  party  pursuant to the  provisions of
this Article  exceed the sum of (x) $100,000  plus (y) in the event ATS acquires
the Utility Assets or enters into the Santee Cooper Contract, an amount equal to
the  lesser of (I)  $200,000  or (II) the  Utility  Asset  Price or the  Utility
Management Price, as the case may be, except for any Loss or Expense arising out
of matters of a nature  referred  to in  Sections  3.1(b),  3.1(c) and 4.1 as to
which the limitations set forth in this clause (ii) shall not apply.

         (b)  Anything  in this  Agreement,  including  without  limitation  the
provisions of Sections 8.2 or 8.3(a), to the contrary notwithstanding, except as
provided in Section  8.6,  (i) the  exclusive  recourse of ATS after the Closing
with  respect to the  liability  of Seller  pursuant to Section 8.2 or any other
provision of this Agreement or Applicable  Law which requires  Seller to defend,
indemnify or hold harmless ATS from or against any Claim,  Loss or Expense shall
be (x) the Escrow Indemnity Funds (including interest or other

                                      -25-


<PAGE>



earnings thereon) and (y) in the event ATS acquires the Utility Assets or enters
into the  Santee  Cooper  Contract,  the  Utility  Asset  Price  or the  Utility
Management  Price,  as the case may be, to the extent  provided in clause (y) of
Section 8.3(a);  and (ii) ATS' remedies for any such liability of Seller, or for
any Claim arising under this Agreement, shall be limited to its right to recover
from (x) the Escrow  Indemnity  Funds in accordance  with the  provisions of the
Escrow  Indemnity  Agreement  and (y) the  Utility  Asset  Price or the  Utility
Management  Price,  as the case may be, to the extent  provided in clause (y) of
Section   8.3(a),   and  neither  ATS  nor  any  of  its  officers,   directors,
shareholders,  agents or  Affiliated  Entities  shall have any right of recovery
against  Seller  or any of its  officers,  directors,  shareholders,  agents  or
Affiliated Entities or against the assets of any of them for any such liability.

         (c) In the event there shall be no Claims pursuant to the provisions of
this Agreement with respect to the Escrow Indemnity  Funds, if any,  existing at
the  expiration of one (1) year after the Closing,  the Escrow  Indemnity  Funds
then remaining  (together with any then existing  interest or earnings) shall be
distributed  to the  Persons  entitled  thereto.  In the  event one or more such
Claims with respect to the Escrow  Indemnity Funds, if any, shall exist upon the
expiration of the Indemnity  Period,  funds in an amount equal to the sum of (i)
the aggregate amount of such Claims and (ii) the amount reasonably determined by
ATS to be  necessary  to cover the fees,  expense  and other costs which will be
required  to  resolve  such  Claims  shall  be  retained  as part of the  Escrow
Indemnity  Funds and the balance  thereof,  if any,  shall be distributed to the
Persons entitled thereto. Upon the resolution of all such Claims and the payment
of all such fees,  expenses  and costs out of the Escrow  Indemnity  Funds,  the
remainder of the Escrow  Indemnity  Funds,  if any,  shall be distributed to the
Persons entitled thereto.

         (d) 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.

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

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

                                      -26-


<PAGE>



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  Seller  Assets or the  conduct  of the  Seller  Business  in
substantially the manner then being theretofore owned, operated and conducted by
ATS.

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


                                    ARTICLE 9

                               GENERAL PROVISIONS


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

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

         9.3 Fees, Expenses and Other Payments. All costs and expenses, incurred
in connection  with any transfer  taxes,  sales taxes,  recording or documentary
taxes,  stamps or other charges levied by any Authority in connection  with this
Agreement and the consummation of the  Transactions  shall be borne by ATS up to
an aggregate of $15,000 and, any amount in excess thereof, equally by Seller and
ATS. All other 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.

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


                                      -27-


<PAGE>



         (a)      If to ATS:

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

                  with copies to:

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

                           and

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

         (b)      If to Seller:

                  124 Winding Road
                  Irmo, South Carolina 29063
                  Attention:   Kenneth E. Hall
                  Telecopier No.: (803) 749-9727

                  with a copy to:

                  Willoughby & Hoefer, P.A.
                  1022 Calhoun Street, Suite 302
                  P.O. Box 8416
                  Columbia, SC 29202-8416
                  Attention:   Alvis Bynum, Esq.
                  Telecopier No.: (803) 256-8062

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

         9.5  Specific  Performance;  Other  Rights  and  Remedies.  Each  party
recognizes and agrees that in the event the other party should refuse to perform
any of its  obligations  under this  Agreement or any Collateral  Document,  the
remedy at law would be inadequate and agrees that for breach of such provisions,
each party shall,  in addition to such other  remedies as may be available to it
at law or in equity or as  provided  in Article  7, be  entitled  to  injunctive
relief and to enforce its rights by an action for  specific  performance  to the
extent permitted by Applicable Law. Each party hereby waives any requirement for
security  or the post ing of any bond or other  surety  in  connection  with any
temporary or permanent award of injunctive,

                                      -28-


<PAGE>



mandatory or other equitable relief. Nothing herein contained shall be construed
as  prohibiting  each party from  pursuing  any other  remedies  available to it
pursuant to the provisions of, and subject to the limitations contained in, this
Agreement for such breach or threatened breach. Notwithstanding the foregoing or
any  provision  of this  Agreement to the  contrary,  after the Closing Date ATS
shall not be entitled to specific  performance or any other remedy to the extent
that the cost to Seller arising from the  enforcement or exercise of such remedy
would exceed the amount of the Escrow  Indemnity  Funds,  in accordance with the
provisions  of the  Escrow  Indemnity  Agreement,  for all  costs  and  expenses
incurred in connection  with its  performance  of or compliance  with the remedy
exercised or enforced.

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

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

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

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

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

                                      -29-


<PAGE>



transactions  contemplated  hereby or to facilitate  the enjoyment of any of the
rights created hereby or to be created hereunder.

         9.11  Entire  Agreement.  This  Agreement  (together  with  the  Seller
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 December 19, 1996, between the parties.

         9.12 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.

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

         9.14  WAIVER  OF  TRIAL  BY  JURY.  SELLER  AND ATS  HEREBY  KNOWINGLY,
VOLUNTARILY AND  INTENTIONALLY  WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY  LITIGATION  ARISING OUT OF, UNDER OR IN CONNECTION  WITH THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN.

         9.15 Mutual Drafting. This Agreement is the result of the joint efforts
of Seller 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.


                                      -30-


<PAGE>



         IN WITNESS  WHEREOF,  ATS and Seller 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:

                          Towers L.L.C.


                          By:
                               Name:
                               Title:



                                      -31-


<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  Seller  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 Seller 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 Seller attributable to the ownership or operation of the
Seller 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 Seller'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 Seller
Business,  or (c) impair Seller'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 Seller
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 Seller
Business,  which  business  and  assets  are  being  exchanged,  transferred  or
otherwise conveyed hereunder, including without including without limitation the
following:

                  (a)      the Personal Property;

                  (b)      the Real Property;

                  (c)      the Governmental Authorizations;

                  (d)      the Private Authorizations;

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

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

                  (g)  all   Intellectual   Property   and   other   proprietary
         information,  which relate to the Seller  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 Seller Business;

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

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

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

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

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


                                       A-2


<PAGE>



         ATS Employment  Agreement shall have the meaning given to it in Section
6.2(i).

         ATS  Noncompetition  shall  have the  meaning  given  to it in  Section
6.2(i).

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

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

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

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

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

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

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

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

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

         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 Seller Assets or the
conduct of the Seller Business.


                                       A-3


<PAGE>



         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.

         Debt Adjustment shall mean an amount equal to the amount owed by Seller
on the Closing Date to First Community Bank, Lexington, South Carolina, which is
estimated to equal approximately $340,000.

         Due  Diligence  Investigation  shall  have the  meaning  given to it in
Section 4.6.

         Employment   Arrangement  shall  mean,  with  respect  to  Seller,  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 Seller 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 Seller Assets or
the conduct of the Seller 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  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.


                                       A-4


<PAGE>



         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 Seller  under  Sections  414(b),  (c),  (m) or (o) of the Code or
Section 4001(b)(1) of ERISA.

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

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

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

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

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

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

         Existing Asset Cost Flow Multiple shall have the meaning given to it in
Section 2.3(e).

         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.

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

         GAAP shall mean 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.


                                       A-5


<PAGE>



         Governmental  Authorizations  shall  mean all  approvals,  concessions,
consents,   franchises,   licenses,  permits,  plans,  registrations  and  other
authorizations  of all  Authorities,  including  without  limitation the Federal
Aviation  Administration,  in connection  with the ownership or operation of the
Seller Assets or the conduct of the Seller 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  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 Seller,
money borrowed and Indebtedness represented by notes payable and drafts accepted
representing   extensions  of  credit,  all  obligations   evidenced  by  bonds,
debentures,  notes or other similar instruments, the maximum amount currently or
at any time thereafter  available to be drawn under all  outstanding  letters of
credit  issued  for the  account of such  Person,  all  Indebtedness  upon which
interest  charges are  customarily  paid by such  Person,  and all  Indebtedness
(including  capitalized lease obligations)  issued or assumed as full or partial
payment  for  property  or  services,  whether  or not any such  notes,  drafts,
obligations or Indebtedness represent Indebtedness for money borrowed, but shall
not include (a) trade payables,  (b) expenses  accrued in the ordinary course of
business,  (c) customer advance payments and customer  deposits  received in the
ordinary course of business,  or (d) conditional sales agreements not prohibited
by the terms of this Agreement.

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

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

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


                                       A-6


<PAGE>



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

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

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

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

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

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


                                       A-7


<PAGE>



         Material  Agreement shall mean, with respect to Seller, 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  Seller
Business in any of the last three  fiscal years or is likely to account for more
than three  percent (3%) of revenues of the Seller  Business  during the current
fiscal year, (f) is with any Authority, or (g) involves the management by Seller
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.

         Negotiations shall have the meaning given in Section 2.3.

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

         Nonassignable Contracts Agreement shall have the meaning given to it in
Section 6.2(m).

         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).

         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
Seller 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
Seller and used or useful as of the date hereof in the  conduct of the  business
or operations of the Seller 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 Seller Business.

                                       A-8


<PAGE>



         Prepaid Expense shall mean any item which in accordance with GAAP would
be treated as an expense and which has been paid by Seller  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 Seller 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.

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

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

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

         Securities Act shall mean the Securities Act of 1933, 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.

         Santee Cooper shall have the meaning given to it in Section 2.3(b).

         Santee  Cooper  Contract  shall have the meaning given to it in Section
2.3(c).

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

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

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

         Seller  Assumed  Liabilities  shall  have  the  meaning  given to it in
Section 2.2(b).


                                       A-9


<PAGE>



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

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

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

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

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

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

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

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

         Tax  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.

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

         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 Seller Assets and the Seller  Business and the  execution,  delivery
and performance of the Collateral Documents.

         Utility  Assets  Price  shall have the  meaning  given to it in Section
2.3(e).

         Utility  Cash  Flow  Multiple  shall  have the  meaning  given to it in
Section 2.3(e).


         Utility  Management Price shall have the meaning given to it in Section
2.3(f).


                                      A-10