EXHIBIT 10.2

                            ASSET PURCHASE AGREEMENT

         THIS ASSET PURCHASE AGREEMENT is made as of the 25th day of June, 1997,
by and between  AMERICAN TOWER  SYSTEMS,  INC., a Delaware  corporation  (herein
called  "Purchaser")  and FERNAND E. PHANEUF,  JR. and LORRAINE  PHANEUF (herein
collectively  called  "Shareholders")  being  all of the  shareholders  of Tower
Sites,  Inc.,  and TOWER SITES,  INC.,  d/b/a TOWER SITES,  INC., a  Connecticut
corporation  ("Company").  The  Shareholders  and the Company  are  collectively
referred to herein as the "Sellers."

                                    Agreement

         In consideration of the mutual benefits to be derived therefrom and the
mutual agreements hereinafter contained, Purchaser and Sellers approve and adopt
this Agreement and mutually covenant and agree with each other as follows:

1.       Assets to Be Purchased and Purchase Price.

         1.1 On the Closing  Date (as  hereinafter  defined)  the Sellers  shall
transfer to Purchaser the assets of Company  consisting of (a) tower leases with
existing  tenants (the "Tower  Leases"),  (b) certain  items of leased and owned
real property (the "Realty") and (c) certain items of tangible personal property
(the "Personalty"),  all free and clear of any debt or liens whatsoever which in
the aggregate shall represent all of the assets of Company,  but not the debt or
other  liabilities.  The Tower Leases,  Realty and Personalty  are  collectively
referred to herein as the "Transferred  Assets" and are described in Schedules 1
(Tower Leases), 2 (Realty), and 3 (Personalty) hereto.

         1.2 As  consideration  for the  Transferred  Assets  being  transferred
pursuant to  Subparagraph  1.1 hereof,  Purchaser  shall on the Closing Date and
contemporaneously  with such transfer of the Transferred  Assets,  and except as
provided  in  Subparagraph  5.4  hereof,  pay  to  Sellers  U.S.   $1,500,000.00
("Purchase  Consideration") subject to adjustment and proration for monthly land
lease payments, monthly tenant rental income and real and personal taxes paid to
respective  municipalities.  Upon execution  hereof,  Purchaser  shall deposit a
$75,000.00 earnest money deposit ("Deposit") with Moyle, Flanigan, Katz, Kolins,
Raymond & Sheehan,  P.A. ("Escrow Agent"),  to be held in escrow pursuant to the
terms hereof and credited toward the Purchase Price at Closing. Sellers shall be
solely  responsible for allocating the Purchase  Consideration  among themselves
and shall give  Notice of such  allocation  to  Purchaser  at least two (2) days
prior to the Closing Date.

2.       Representations and Warranties of Sellers.

         2.1      Ownership of Stock/Transferred Assets.

         Shareholders  are the record owners and holders of all of the shares of
Company's  common  stock as of the date  hereof  and will  continue  to own such
shares until the Closing Date. The

                                                       

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Company is the record owner and holder of all of the  Transferred  Assets listed
in  Schedules  1 through  3,  inclusive,  hereto and will  continue  to own such
Transferred  Assets to, on and through the Closing  Date.  All such  Transferred
Assets  are or will be on the  Closing  Date  owned free and clear of all liens,
encumbrances,  charges  and  assessments  of every  nature,  are  subject  to no
restrictions  with  respect  to  transferability,  and,  where  applicable,  all
consents  of any  parties to the Tower  Leases  required  for their  transfer to
Purchaser  have or will be on the Closing Date obtained in writing.  The Sellers
will have full power and authority to assign and transfer the Transferred Assets
in accordance with the terms hereof.

         (b) Except for Tower Leases listed in Schedule 1 of this Agreement, and
repeater business to be retained by Sellers,  there are no outstanding  options,
contracts, calls, commitments, agreement or demands of any character relating to
the Transferred Assets.

         (c) Company is a corporation  duly organized,  validly  existing and in
good  standing  under the laws of the State of  Connecticut,  with all requisite
power and authority to own, operate and lease its properties and to carry on its
business as now being conducted, is duly qualified and in good standing in every
jurisdiction in which the property owned, leased or operated by it or the nature
of the Transferred Assets are located.  The states in which Company is qualified
to do business are listed in Schedule 4.

         (d)  Schedule  5  contains  a  list  of  the  officers,  directors  and
shareholders of Company;  and a list of the articles of incorporation and bylaws
currently  in  effect  of  Company,  copies  of which  have  been  furnished  to
Purchaser.

         (e) The execution and delivery of this Agreement does not, and, subject
to the approval and adoption by the Shareholders of Company contemplated hereby,
the  consummation  of the transaction  contemplated  hereby will not violate any
provision of Company's  articles of incorporation  or bylaws,  or any provisions
of, or result in the acceleration of any obligation  under, any mortgage,  lien,
lease, agreement, instrument, court order, arbitration award, judgment or decree
to which Company is a party,  or by which it is bound,  and will not violate any
other  restriction of any kind or character to which it is subject,  or cause or
result in the filing of a bankruptcy  or  insolvency  proceeding  under state or
federal law.

         (f) All  Personalty  of Company  is in AS-IS,  WHERE-IS  condition  and
repair, and Seller has no notice of any required repairs to the Personalty.

         2.2 Changes since December 31, 1996.

         Since December 31, 1996, there has not been:

         (a) Any material adverse change in the Company's  prospects,  financial
condition, assets, liabilities, properties or business.

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<PAGE>

         (b)  Any  mortgage,  pledge,  lien  or  encumbrance  made on any of the
Transferred Assets.

         (c) Any sale,  transfer  or other  disposition  of  assets of  Company,
except in the normal course of business.

         (d)  Any  other  event  or  condition  not in the  ordinary  course  of
business.

         2.3  Liabilities.

         (a) There are no liabilities  of Company,  whether  accrued,  absolute,
contingent or  otherwise,  which arose or relate to any  transaction  of Company
occurring prior to December 31, 1996.  There are no such  liabilities of Company
which  have  arisen or relate to any  transaction  of  Company  occurring  since
December 31, 1996, other than normal liabilities  incurred in the normal conduct
of Company's  business,  and none of which have a material adverse effect on the
business or financial condition of the Company. As of the date hereof, there are
no  known  circumstances,   conditions,   happenings,  events  or  arrangements,
contractual or otherwise,  which may hereafter give rise to liabilities,  except
in the normal course of Company's business.

         (b) All  corporate  acts  required  of Company  have been taken and all
reports and returns  required to be filed by them with any  governmental  agency
have been filed.  Company has no notice of any claimed  violation of any, and is
in compliance with, all applicable  federal,  state,  county,  local and foreign
government laws,  ordinances or regulations  relating to the Transferred Assets.
Company has  maintained  files and  records  which  contain all  correspondence,
notices,  applications and other documentation  relating to all federal,  state,
local and foreign governmental, regulatory agency and other licenses, approvals,
clearances,  and  investigations,  or  employees  of  Company  relating  to  the
Transferred  Assets. All such files and records have been heretofore  identified
to and made available for review by Purchaser.

         (c)  There  are  no  legal,   administrative   or  other   proceedings,
investigations,  inquiries, or claims,  judgments,  injunctions or restrictions,
either threatened,  pending or outstanding  against or involving Company, or the
Transferred  Assets,  nor does Company know, or have reasonable grounds to know,
of any basis for any such  proceedings,  investigations,  inquiries,  or claims,
judgments, injunctions or restrictions relating to the Transferred Assets.

         (d)  Company  does not have any  contract  with any  governmental  body
relating to the Transferred Assets which is subject to renegotiation.

         (e) The past  and  anticipated  future  operations  of the  Transferred
Assets do not infringe or violate any patents, patent rights, trademarks,  trade
names, copyrights and/or licenses thereof of others.

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<PAGE>

         (f) No claim,  demand or notice is  pending  against  the  Company  for
breach of any of the Tower Leases or for any similar claim,  nor, to the best of
Sellers' knowledge,  do any facts exist which may lead to any such claim, demand
or notice being asserted in the future.

         (g) All policies of insurance  carried by Company are in full force and
all  premiums  thereon are paid to date.  Schedule 6 contains a true and correct
list of all policies of insurance, relating to the Transferred Assets.

         (h) All  negotiations  relative to this  Agreement and the  transaction
contemplated hereby have been carried on directly by Shareholders with Purchaser
without the  intervention  of any broker or third  party other than  Blackburn &
Company,  Inc.  ("Broker").  Seller shall pay Broker a commission  pursuant to a
separate letter agreement  between Seller and Broker.  Neither  Shareholders nor
Company has engaged,  consented to, or authorized  any other broker,  investment
banker or third party to act on its behalf, directly or indirectly,  as a broker
or finder in connection with the transaction contemplated by this Agreement.

         (i) Neither Company nor any of its Subsidiaries has granted any license
or made any assignment of any of their patents,  patent applications,  invention
discoveries,  trademarks, trade names or copyrights, relating to the Transferred
Assets, other than the Tower Leases and repeater business.

         2.4  Taxes.

         (a) All federal,  state, foreign,  county and local income, ad valorem,
excise, profits, franchise, occupation, property, sales, use, gross receipts and
other  taxes  (including  any  interest  or  penalties   relating  thereto)  and
assessments  which are due and payable have been duly  reported,  fully paid and
discharged  as reported by Company,  and there are no unpaid taxes which are, or
could  become a lien on the  Transferred  Assets.  All tax  returns  of any kind
required to be filed have been filed and the taxes paid or accrued.

         (b) Company's federal income tax returns have never been audited.

         (c) The Company has not waived restrictions on assessment or collection
of taxes or consented to the extension of any statute of limitations relating to
any tax.  Company has no  knowledge of any possible  deficiency  assessments  in
respect to federal income tax returns or other tax returns filed by it.

         2.5  Tower Leases and Commitments.

         (a) The Company has no commitments  relating to the Transferred  Assets
(except the Tower Leases and repeater business themselves).

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         (b) The Company has not given a power of attorney which is currently in
effect, to any person, firm or, corporation for any purpose whatsoever.

         2.6  Accuracy of All Statements Made by Sellers and Company.

         No  representation or warranty by Sellers or Company in this Agreement,
nor any statement,  certificate,  schedule or exhibit hereto  furnished or to be
furnished by or on behalf of Sellers or Company pursuant to this Agreement,  nor
any document or certificate delivered to Purchaser pursuant to this Agreement or
in connection with actions  contemplated  hereby,  contains or shall contain any
untrue  statement  of  material  fact or  omits or shall  omit a  material  fact
necessary to make the statement contained therein not misleading.

3.       Representations and Warranties of Purchaser.

         Purchaser represents and warrants as follows:

         3.1      Organization and Good Standing.

         Purchaser is a corporation duly organized, validly existing and in good
standing  under the laws of the State of Delaware  with full power and authority
to enter into and perform the transactions contemplated by this Agreement.

         3.2  Performance of this Agreement.

         The execution and  performance  of this Agreement by Purchaser has been
authorized by the board of directors of Purchaser.

         3.3  No Covenant as to Tax Consequences.

         It is expressly  understood  and agreed that neither  Purchaser nor its
employees,  officers,  counsel or agents  has made any  warranty  or  agreement,
expressed  or  implied,   as  to  the  tax   consequences  of  the  transactions
contemplated by this Agreement or the tax consequences of any action pursuant to
or growing out of this Agreement.

4.       Covenants of Sellers.

         Sellers  hereby  covenant and agree to cause Company to comply with the
following:

         4.1 Access to Information.

         Purchaser  and its  authorized  representatives  shall have full access
during normal business hours to all properties, books, records, Tower Leases and
documents  of Company,  and Company 

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shall  furnish  or  cause  to be  furnished  to  Purchaser  and  its  authorized
representative  all  information  with  respect to its affairs  and  business of
Company as Purchaser may reasonably request.

         4.2  Actions Prior to Closing.

         From and after the date of this Agreement and until the Closing Date:

         (a) Except with the prior written  consent of Purchaser,  Company shall
carry on their  business  diligently  and  substantially  in the same  manner as
heretofore,  and the Company  shall not make or  institute  any unusual or novel
methods of purchase, sale, management,  accounting or operation, except with the
prior written consent of Purchaser.

         (b) Company  shall not enter into any contract or  commitment or engage
in any  transaction  not in the  usual  and  ordinary  course  of  business  and
consistent with Company's  business  practices without the prior written consent
of Purchaser.

         (c)  Company  shall not create any  indebtedness  other than short term
indebtedness incurred in the usual and ordinary course of business,  pursuant to
existing  Tower  Leases  disclosed  in the  Schedules  submitted  in  connection
herewith, and in doing the acts and things contemplated by this Agreement.

         (d) Company shall not amend its articles of incorporation or bylaws, or
make any changes in authorized or issued  capital  stock  interests  without the
prior written consent of Purchaser.

         (e)  Company  shall  maintain  current  insurance  and such  additional
insurance  in effect as may be  reasonably  required by  increased  business and
risks;  and all property shall be used,  operated,  maintained and repaired in a
normal business manner.

         (f) Company shall use is best efforts  (without  making any commitments
on  behalf  of  Purchaser)  to  preserve  for  Purchaser  the  present  Contract
relationships of Company.

         (g)  Company  shall not do any act or omit to do any act, or permit any
act or omission to act, which will cause a material breach of any Contract.

         (h)  Company  shall  duly  comply  with all  applicable  laws as may be
required  for  the  valid  and  effective  transfer  of the  Transferred  Assets
contemplated by this Agreement,  except that Purchaser hereby waives  compliance
with the provisions of any bulk sales act.

         (i) Company shall promptly  notify  Purchaser of any lawsuits,  claims,
proceedings  or  investigations  that may be  threatened,  brought,  asserted or
commenced  against  it,  its  officers  or  directors  involving  in any way the
business, properties or assets of Company.

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5.       Conditions Precedent to Purchaser's Obligations.

         5.1 Truth of Representations and Warranties.

         The  representations and warranties made by Company and Sellers in this
Agreement or given on its or their behalf  hereunder,  shall be true and correct
on  and  as  of  the   Closing   Date  with  the  same  effect  as  though  such
representations  and  warranties had been made or given on and as of the Closing
Date.

         5.2  Compliance with Covenants.

         Sellers  shall have  performed  and complied  with all its  obligations
under this  Agreement  which are to be performed or complied with by it prior to
or on  the  Closing  Date,  including  the  delivery  of the  closing  documents
specified in Subparagraph 8.2.

         5.3  Absence of Suit.

         No action,  suit or proceeding  before any court or any governmental or
regulatory   authority   shall  have  been  commenced  or  threatened   and,  no
investigation  by any  governmental  or  regulatory  authority  shall  have been
commenced, against Purchaser, the Sellers, the Company or any of the affiliates,
associates,  officers or directors of any of them, seeking to restrain,  prevent
or change the transactions  contemplated  hereby, or questioning the validity or
legality of any such transactions,  or seeking damages in connection with any of
such transactions.

         5.4  Receipt of Approvals, etc.

         All approvals, consents and/or waivers that are necessary to effect the
transactions  contemplated hereby shall have been received,  unless the required
receipt  of such  approvals,  consents  and/or  waivers  is waived in writing by
Purchaser.  If the consent to the assignment of a Contract has not been received
by the Closing Date, Purchaser may withhold a reasonable portion of the Purchase
Consideration  -- based upon the value of that  Contract  -- until such  consent
shall have been obtained.

         5.5  No Material Adverse Change.

         As of the  Closing  Date there  shall not have  occurred  any  material
adverse change which materially  impairs the ability of Company to conduct their
business or the earning power thereof on the same basis as in the past.


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         5.6  Accuracy of Financial Statement.

         Purchaser and its representatives shall be satisfied as to the accuracy
of all balance sheets,  statements of income and other  financial  statements of
Company furnished to Purchaser in connection herewith.

         5.7 Noncompetition Agreements.

         Noncompetition agreements referred to in Subparagraph 8.2(g) shall have
been executed.

         5.8 Legal Opinion.

         Purchaser  shall  have  received  an opinion  of  counsel  for  Company
referred to in Subparagraph 8.2(f).

         5.9 Proceedings and Instruments Satisfactory; Certificates.

         All proceedings, corporate or otherwise, to be taken in connection with
the  transactions  contemplated  by this  Agreement  shall have occurred and all
appropriate  documents incident thereto as Purchaser may request shall have been
delivered  to  Purchaser.   Company  and  the  Sellers   shall  have   delivered
certificates  in such detail as Purchaser may request as to compliance  with the
conditions set forth in this Article 5.

6.       Conditions Precedent to Sellers' Obligations.

         6.1 Truth of Representations and Warranties.

         Purchaser's  representations and warranties contained in this Agreement
shall be true at and as of the Closing Date as though such  representations  and
warranties were made at and as of the Closing Date.

         6.2  Purchaser's Compliance with Covenants.

         Purchaser shall have performed and complied with its obligations  under
this  Agreement  which are to be performed or complied with by it prior to or on
the Closing Date. Specifically, Purchaser and Sellers have executed a license or
other agreement  providing for Sellers' retention of the "repeater business" and
the non-exclusive  right to use and access the Transferred  Assets in connection
with such repeater business,  provided such repeater business does not interfere
with Purchaser's use of the Transferred Assets.



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7.       Indemnification.

         7.1      Requirement of Indemnification.

         Seller  and  each  Seller,  jointly  and  severally,   shall  indemnify
Purchaser  for any loss,  cost,  expense  or other  damage  (including,  without
limitation,  reasonable  attorneys'  fees and  expenses)  suffered by  Purchaser
resulting  from,  arising out of, or incurred with respect to the falsity or the
breach of any representation,  warranty or covenant made by Shareholders herein,
and any claims  arising  from  actions by Company or  Subsidiaries  prior to the
Closing Date.  Purchaser shall indemnify and hold the Sellers  harmless from and
against any loss, cost, expense or other damage (including,  without limitation,
reasonable  attorneys'  fees and expenses)  resulting  from,  arising out of, or
incurred  with respect to, or alleged to result from,  arise out of or have been
incurred  with  respect  to, the  falsity  or the breach of any  representation,
covenant, warranty or agreement made by Purchaser herein, and any claims arising
from actions of Company or Subsidiaries from and after the Closing Date.

         7.2  Notice and Resolution of Claim.

         An  indemnified  party  hereunder  shall  promptly  give  "Notice"  (as
hereinafter  defined) to the indemnifying party after obtaining knowledge of any
claim against the  indemnified  party as to which recovery may be sought against
the  indemnifying  party because of the indemnity set forth above,  and, if such
indemnity  shall  arise  from  the  claim of a third  party,  shall  permit  the
indemnifying  party to assume the  defense  of any such claim or any  litigation
resulting from such claim.  Failure by the indemnifying  party to give Notice to
the  indemnified  party of its  election to defend any such claim or action by a
third party within  fifteen (15) days after Notice thereof shall have been given
to the indemnifying  party shall be deemed a waiver by the indemnifying party of
its right to defend such claim or action. If the indemnifying  party assumes the
defense of such claim or litigation resulting therefrom,  the obligations of the
indemnifying  party  hereunder as to such claim shall  include  taking all steps
necessary in the defense or  settlement  of such claim or  litigation  resulting
therefrom and holding the  indemnified  party  harmless from and against any and
all losses,  damages and liabilities including,  without limitation,  attorneys'
fees and expenses,  caused by or arising out of any  settlement  approved by the
indemnifying  party or any judgment in connection  with such claim or litigation
resulting  therefrom.  The indemnifying  party shall not, in the defense of such
claim or any litigation  resulting  therefrom,  consent to entry of any judgment
except with the prior written  consent of the  indemnified  party, or enter into
any settlement (except with the prior written consent of the indemnified party).
Notwithstanding the foregoing,  any such judgment or settlement shall contain as
an unconditional term thereof the giving by the claimant or the plaintiff to the
indemnified  party a release  from all  liability  in  respect  of such claim or
litigation.


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         7.3  Defense of Third-Party Claim.

         If the  indemnifying  party  shall not assume  the  defense of any such
claim by a third party or litigation resulting therefrom,  the indemnified party
may  defend  against  such  claim or  litigation  in such  manner as it may deem
appropriate  and,  unless  the   indemnifying   party  shall  deposit  with  the
indemnified party a sum equivalent to the total amount demanded in such claim or
litigation  plus the indemnified  party's  estimate of the cost of defending the
same, the indemnified party may settle such claim or litigation on such terms as
it may deem appropriate and the indemnifying party shall within thirty (30) days
of Notice from the indemnified  party  reimburse the  indemnified  party for the
amount of such  settlement  and for all losses or expenses,  legal or otherwise,
incurred by the  indemnified  party in  connection  with the defense  against or
settlement of such claim or litigation.

         7.4  Payment.

         The indemnifying  party shall promptly  reimburse the indemnified party
for the amount of any  judgment  rendered  with  respect to any claim by a third
party in such  litigation  and for all losses and expenses,  legal or otherwise,
incurred by the  indemnified  party in connection  with the defense against such
claim or litigation, and for any other loss suffered or incurred with respect to
the falsity or the breach of any representation, warranty, covenant or agreement
(whether or not arising out of the claim of a third party).

         7.5      Effect of Taxes.

         The  determination of any indemnified  loss, cost or expense shall take
into account any tax benefit  derived by Purchaser or any affiliated  companies.
To the extent that any  deficiency  for state,  local,  or federal  income taxes
which  may be  established  against  Company  for any year  ended on or prior to
December 31, 1997,  is  occasioned by a  determination  by the Internal  Revenue
Service or state or local departments of revenue that any increase in income for
the year gives rise to a deduction or deductions from ordinary income of Company
in the same  aggregate  amount  for a  subsequent  taxable  year or years,  such
deficiency  shall be  assumed by  Purchaser  and shall not be a breach of any of
Company or  Shareholders'  warranties,  representations  and  covenants  in this
Agreement.

         7.6  Time Limit on Indemnification.

         No claim for  indemnification  may be asserted by  Purchaser  after the
second anniversary of the Closing Date, as hereinafter  defined,  except for (i)
state or  federal  sales or income  taxes for any  period  ending on or prior to
December  31,  1997,  which may be  asserted  at any time the  applicable  State
Departments  of  Revenue  or  Internal   Revenue  Service  may  still  assert  a
deficiency,   and  which   indemnification  is  subject  to  the  provisions  of
Subparagraph  7.5  above,  and  (ii)  claims  arising  out of a  representation,
warranty or covenant that a Seller knew at the date of this

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Agreement was false or which arises out of a claim later known to a
Seller which Seller failed to disclose to Purchaser prior to the Closing Date.

         7.7  Amount Limit on Indemnification.

         Notwithstanding   any  other   provision  to  the   contrary,   neither
Shareholders nor Purchaser shall be charged with any such indemnified loss, cost
or  expense  which  in the  aggregate  does not  exceed  Five  Thousand  dollars
($5,000.00).

8.       Closing.

         8.1      Time and Place.

         The closing of this  transaction  ("Closing")  shall take place by mail
with the escrow  documents to be  delivered  to the offices of Moyle,  Flanigan,
Katz, Kolins,  Raymond & Sheehan,  P.A., in West Palm Beach,  Florida,  at 10:00
a.m.,  Palm Beach County,  Florida,  time on July 1, 1997, or at such other time
and place as the parties  hereto  shall agree upon.  Such date is referred to in
this Agreement as the "Closing Date."

         8.2      Documents To Be Delivered by Sellers.

         At the  closing  Sellers  shall  deliver  to  Purchaser  the  following
documents:

         (a) Duly  executed  assignments  of the Tower Leases  together with all
required consents thereto, in form and substance satisfactory to Purchaser.

         (b) The originals or copies of the Tower Leases.

         (c) A duly  executed bill of sale  absolute as to the  Personalty  with
full  warranties  of title and no liens,  in form and  substance  acceptable  to
Purchaser.

         (d) Statutory Warranty Deed, or its Connecticut  equivalent,  as to the
Realty with full  warranties of title and in a form and substance  acceptable to
Purchaser.

         (e) A certificate  signed by the Sellers that the  representations  and
warranties  made by them in this Agreement are true and correct on and as of the
Closing Date with the same effect as through such representations and warranties
had been made on or given on and as of the Closing  Date and that  Sellers  have
performed and complied with all its  obligations  under this Agreement which are
to be performed or complied with by or prior to or on the Closing Date.

         (f) A written  opinion from counsel for Sellers dated as of the Closing
Date  addressed  to the  Purchaser  and its  counsel  satisfactory  in form  and
substance to Purchaser to the effect that:

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(1)      The corporate  existence and good standing and qualification of Company
         is as stated in Subparagraph 2.1;

(2)      This  Agreement  has been duly  executed  and  delivered by Sellers and
         constitutes a legal,  valid and binding  obligation of them enforceable
         in   accordance   with  its  terms  except  as  generally  and  by  the
         availability of equitable remedies;

(3)      The Company has all  requisite  power and authority to own its property
         and operate its business as and where it is now being conducted (except
         as to the Rhode Island tower site);

(4)      The Company has title to all of the  Transferred  Assets free and clear
         of all mortgages,  liens, leases, pledges, charges, security interests,
         or  encumbrances of any nature  whatsoever  except as set forth in such
         opinion;

(5)      To such counsel's knowledge after due investigation,  this Agreement is
         the legal, valid and binding  obligation of the Company  enforceable in
         accordance with its terms, except insofar as such enforceability may be
         limited  by  bankruptcy  and other  laws  affecting  creditors'  rights
         generally and by the availability of equitable remedies;

(6)      Counsel  has  no  knowledge  of  any  of  the  proceedings   stated  in
         Subparagraph 2.3(c);

(7)      To the best of counsel's  actual  knowledge  without any  investigation
         required,  Company is in  compliance  with all  statutes,  regulations,
         rules and executive orders of all government authorities;

(8)      To  the  best  of  counsel's  knowledge  Seller's  representations  and
         warranties in Subparagraph 2 are true and correct; and

(9)      The  Noncompetition  Agreement  provided  for herein to be entered into
         between all or certain of the Sellers and Purchaser or Company,  as the
         case may be,  are  valid  and  binding  individual  obligations  of the
         Sellers who are parties to such agreements, enforceable against each of
         them in accordance with the terms of such provisions.

(10)     The  transaction  contemplated  by this  Agreement  shall  not cause or
         result in the filing of a bankruptcy  or  insolvency  proceeding  under
         state or federal law.

         (g) Noncompetition agreements for a 10 year time period and within a 10
mile of radius of the Transferred  Assets between each of Fernand E. Phaneuf and
Lorraine Phaneuf, and the Purchaser in satisfactory form to Purchaser,  with the
exception of the repeater business.

         (h)  Copies  of  the  Articles  of  Incorporation   and  good  standing
certificate certified by the secretary of state.

                                       12
<PAGE>

         (i) Incumbency  certificate relating to all parties executing documents
relating to any of the transactions contemplated hereby.

         (j) General releases in form and substance satisfactory to Purchaser of
all claims that any officer, director or partner of Company may have to the date
of closing against Purchaser.

         (k) Duly executed  Assignment of Land Leases and Tower Leases,  and, to
Seller's best efforts, Estoppel letters or Consents of Landlord, if needed, in a
form acceptable to Purchaser.

         (l) The originals of the Land Leases.

         (m) Duly executed Lease agreements for the repeaters.

         (n) Such other  documents of transfer,  certificates  of authority  and
other documents as Purchaser may reasonably request.

         8.3  Documents To Be Delivered by Purchaser.

         At the  closing  Purchaser  shall  deliver  to  Sellers  the  following
documents:

         (a) Cash,  cashiers  check,  wire  transfer  of  immediately  available
federal funds,  or Purchaser's  attorneys'  trust account check in the amount of
the Purchase Consideration provided for in Subparagraph 1.2 hereof.

         (b) A certified  copy of the duly adopted  resolutions  of  Purchaser's
board of directors or executive committee authorizing or ratifying the execution
and  performance of this agreement and  authorizing or ratifying the acts of its
officers and employees in carrying out the terms and provisions thereof.

         (c) A license  agreement  or other  agreement  providing  for  Sellers'
retention of the  "repeater  business"  and the  non-exclusive  right to use and
access  the  Transferred  Assets  in  connection  with such  repeater  business,
provided such repeater  business does not interfere with  Purchaser's use of the
Transferred Assets.

9. Law Governing/Jurisdiction/Venue.

         This  Agreement and all  transactions  contemplated  by this  Agreement
shall be governed by and construed and enforced in accordance  with the internal
laws of the State of  Connecticut  without  regard to principles of conflicts of
laws. The parties  acknowledge  that a substantial  portion of negotiations  and
anticipated  performance of this Agreement occurred or shall occur in Palm Beach
County, Florida, and that, therefore, without limiting the jurisdiction or venue
of any other  federal  or state  courts,  each of the  parties  irrevocably  and
conditionally (i) agrees that any suit, action or other legal proceeding arising
out of or relating to this Agreement may be brought

                                       13
<PAGE>


in the courts of record of the State of Florida  in Palm  Beach  County,  or the
courts of the United States,  Southern District of Florida; (ii) consents to the
jurisdiction  of each such court in any such  suit,  action or  proceeding;  and
(iii) waives any objection  which it may have to the laying of venue of any such
suit, action or proceeding in any such court.

10.      Assignment.

         This  Agreement  shall not be assigned  by any party  without the prior
written  consent of the other  parties  which  consent may be  withheld  for any
reason and any attempted  assignment  without such written consent shall be null
and void and without  legal  effect,  except that this  Agreement  may be freely
assigned  by  Purchaser  to any  corporation  wholly-owned  by  Purchaser.  This
Agreement  shall be  binding  upon and inure to the  benefit  of the  respective
parties hereto and their successors, assigns, heirs, executors,  administrators,
and  personal  representatives  (if the consent  required by this  Article 10 is
properly secured if required).

11.      Amendment and Modification.

         Purchaser and Sellers may amend,  modify and supplement  this Agreement
in such manner as may be agreed upon by them in writing.

12.      Termination and Abandonment.

         This  Agreement may be terminated and the  transaction  provided for by
this agreement may be abandoned without liability on the part of any part to any
other, at any time before the Closing Date:

         (a)      By mutual consent of Purchaser and Company;

         (b)      By Purchaser:

(1)      If any of the  conditions  provided for in Article 5 of this  Agreement
         have not been met and have not been waived in writing by Purchaser.

         (c)      By Sellers:

(1)      If any of the  conditions  provided for in Article 6 of this  Agreement
         have not been met and have not been waived in writing by Sellers.

In the event of  termination  and  abandonment by any party as above provided in
this Article 12,  Notice shall  forthwith be given to the other party,  and each
party shall pay its own expenses incident to preparation for the consummation of
this Agreement and the transactions contemplated hereunder.

                                       14
<PAGE>


13.      Survival.

         The  covenants,  agreements,   indemnifications,   representations  and
warranties of the parties  hereto shall survive the closing of the  transactions
contemplated by this Agreement but shall expire when the indemnification  claims
period expires pursuant to Subparagraph 7.6 hereof.

14.      Default.

         14.1 If this  transaction does not close due to a default by Purchaser,
then Sellers may retain the Deposit as agreed upon and liquidated damages.

         14.2 If this  transaction does not close due to a default by Sellers or
Company,  the  Purchaser  may  receive  a  return  of  its  Deposit  or,  in the
alternative, Purchaser may proceed in equity to specifically enforce Purchaser's
rights hereunder, including the right of specific performance.

15.      Notices.

         All  notices,  requests,  demands  and other  communications  hereunder
("Notices")  shall be deemed to have been duly given,  if  delivered  by hand or
mailed, certified or registered mail with postage prepaid:

         (a) If to Sellers,  to Mr. Fern E. Phaneuf,  156 Route 171,  Woodstock,
Connecticut  06281,  with a copy to Nicholas  Longo,  Esquire,  168 Main Street,
Putnam,  Connecticut  06260;  or to such other person and place as Sellers shall
furnish to Purchaser by Notice; or

         (b) If to Purchaser,  to  ______________________________  at 6400 North
Congress Avenue,  Suite 1750, Boca Raton,  Florida 33487, with a copy to John F.
Flanigan,  Esquire, Moyle, Flanigan,  Katz, Kolins, Raymond & Sheehan, P.A., 625
North Flagler Drive, 9th Floor, West Palm Beach, Florida 33401, or to such other
person and place as Purchaser shall furnish to Seller by Notice.

16.      Announcements.

         Announcements   concerning  the  transactions   provided  for  in  this
agreement by Company,  Sellers, or Purchaser shall be subject to the approval of
the others in all essential respects, except that Company's or Sellers' approval
of form shall not be required as to any statements and other  information  which
Purchaser may submit to the  Securities  and Exchange  Commission,  the New York
Stock  Exchange or Purchaser's  shareholders  or be required to make pursuant to
any rule or regulation of the Securities and Exchange Commission or the New York
Stock Exchange.

                                       15
<PAGE>


17.      Entire Agreement.

         This  instrument  embodies  the entire  agreement  between  the parties
hereto with respect to the transactions contemplated herein, and there have been
and are no agreements,  representations  or warranties between the parties other
than those set forth or provided for herein.

18.      Counterparts.

         This  Agreement  may be  executed  in two or more  partially  or  fully
executed counterparts,  each of which shall be deemed an original and shall bind
the signatory,  but all of which together shall  constitute but one and the same
instrument,  provided that Purchaser  shall have no obligations  hereunder until
all shareholders have become signatories hereto.

19.      Headings.

         The headings in the  Articles  and  Paragraphs  of this  Agreement  are
inserted for convenience only and shall not constitute a part hereof.

20.      Further Documents.

         Purchaser and Sellers agree to execute any and all other  documents and
to take such  other  action or  corporate  proceedings  as may be  necessary  or
desirable to carry out the terms hereof.

         IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
duly executed all as of the day and year first above written.


WITNESSES:                                    SELLERS:

(1) /s/ Edwin C. Higgins, III                 /s/ Fernand E. Phaneuf, Jr.
    Edwin C. Higgins, III                     FERNAND E. PHANEUF, JR.
(2) /s/ Jeanne B. Methot
    As to Phaneuf Jeanne B. Methot 


(1) /s/ Edwin C. Higgins, III                 /s/ Lorraine Phaneuf
    Edwin C. Higgins, III                     LORRAINE PHANEUF
(2) /s/ Jeanne B. Methot
    As to Jeanne B. Methot




                                       16

<PAGE>



                                         TOWER SITES, INC.

(1) /s/ Edwin C. Higgins, III            By: /s/ Fernand E. Phaneuf, Jr.
    Edwin C. Higgins, III                    Fernand E. Phaneuf, Jr., President
(2) /s/ Jeanne B. Methot
    As to Tower Sites, Inc.
    Jeanne B. Methot

                                         PURCHASER:

                                         AMERICAN TOWER SYSTEMS, INC.

(1) /s/ Jill Pontano                     By: /s/ James S. Eisenstein
                                         Name: James S. Eisenstein
(2) /s/ Shelly Doolity                      Its: Exec. Vice President
    As to Purchaser


                                       17

<PAGE>




                                    SCHEDULES


1.       Tower Leases.

2.       Realty (land leases and property owned)

3.       Personalty.

4.       States in which Company is qualified to do business.

5.       Names of officers, directors and shareholders, of Company.

6.       Insurance.