EXHIBIT 10.1



                            ASSET PURCHASE AGREEMENT

                                 by and between

                          AMERICAN TOWER SYSTEMS, INC.

                                       and

                       TUCSON COMMUNICATIONS COMPANY, L.P.



                              Dated October 4, 1997

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                            ASSET PURCHASE AGREEMENT

         THIS ASSET PURCHASE  AGREEMENT (the  "Agreement") is entered into as of
the 4th day of October,  1997 by and between  AMERICAN  TOWER  SYSTEMS,  INC., a
Delaware corporation ("Buyer") and TUCSON  COMMUNICATIONS  COMPANY, a California
limited partnership ("Seller").

                                    RECITALS

         A. Seller  owns,  leases and operates  communication  towers in Tucson,
Arizona (the "Business").

         B.  Seller  desires to sell and assign  and Buyer  desires to  purchase
substantially  all of the assets of Seller used or held for use in the operation
of the Business.

                                    AGREEMENT

         In  consideration  of the  foregoing  and of the  mutual  promises  and
covenants set forth below, the adequacy of which are  acknowledged,  the parties
agree as follows:

         1.  DEFINITIONS.  As used in this  Agreement,  the following terms will
have the meaning set forth below:

                   1.1  Affiliate.  "Affiliate"  means any  person or entity who
directly or indirectly  controls,  is controlled  by, or is under common control
with, such person or entity.  The term "control"  (including,  with  correlative
meaning,  the terms  "controlled by" and "under common control  with"),  as used
with  respect  to any  person or  entity,  means  the  possession,  directly  or
indirectly,  of the power to direct or cause the direction of the management and
policies  of such person or entity,  whether  through  the  ownership  of voting
securities, by contract or otherwise.

                   1.2  Assumed  Contracts.   "Assumed  Contracts"  means  those
Contracts that are listed on Schedule 1.2 hereto.

                   1.3 Business Records. "Business Records" means all records of
Seller  including,  but not limited  to, all Tower  maintenance  and  compliance
records and all books of  account,  customer  lists,  supplier  lists,  employee
personnel files, file materials,  logs, consultants' reports, budgets, financial
reports and sales, operating and business plans, relating to or used or held for
use in the  operation  of the  Business  and not  pertaining  solely to Seller's
internal corporate affairs.

                   1.4 Code.  "Code" means the Internal Revenue Code of 1986, as
amended.

                   1.5 Contracts.  "Contracts" means all contracts,  agreements,
and Leases (as defined in Section 4.19 below),  written or oral  (including  any
amendments  and other  modifications  thereto) to which any Seller is a party or
which are binding upon any Seller and relate to the Assets or the Business,  and
(i) which are in effect on the date hereof and listed on 

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Schedule  1.2,  or (ii) which are  entered  into by any  Seller in the  ordinary
course of business between the date hereof and the Closing Date.

                   1.6  Improvements.   "Improvements"  means  all  transmitting
buildings and related improvements and fixtures located on the Real Property.

                   1.7 Intangible Property.  "Intangible  Property" means all of
Seller's computer programs,  business lists, trade secrets,  sales and operating
plans and other intangible property rights used or held for use in the operation
of the Business,  and all goodwill  associated with the foregoing,  as listed on
Schedule 1.7.

                   1.8 Knowledge. "Knowledge" means the actual Knowledge of such
party's partners, officers,  directors,  principals,  Affiliates or agents after
having made a good faith effort to ascertain  the fact(s) in question by inquiry
to such  partners,  officers or employees  of such party as would be  reasonably
likely to have the information relating to the fact(s) in question.

                   1.9  Liens.   "Liens"  means   mortgages,   deeds  of  trust,
collateral   assignments,   security  interests,   conditional  or  other  sales
agreements,  claims,  options,  restrictions,  liens,  pledges,  hypothecations,
easements,  rights of way, encumbrances and adverse interest or other defects of
title of any kind.

                   1.10  Material  Adverse  Effect.  "Material  Adverse  Effect"
means,  with  respect  to any  person or entity,  any  event,  fact,  condition,
occurrence or effect,  which is materially adverse to the business,  properties,
assets, liabilities, capitalization,  stockholders' equity, financial condition,
operations, licenses or other franchises or results of operations of such person
or entity, considered as a whole.

                   1.11  Permits.   "Permits"   means  all  licenses,   permits,
franchises, approvals,  authorizations,  consents or orders of, or filings with,
any  governmental  authority,  whether  federal,  state or  local,  or any other
person,  necessary or  desirable  for the  operation of the Business  and/or the
construction,  ownership,  operation, leasing, occupancy,  maintenance or use of
the Real Property and listed on Schedule 1.11.

                   1.12 Personal Property.  "Personal Property" means all of the
machinery, equipment, tools, vehicles, furniture, leasehold improvements, office
equipment,  plant,  spare  parts,  surveys,  title  insurance  policies,  plans,
specifications  and drawings,  insurance  policies and other  tangible  personal
property  which are owned or leased by the  Seller  and used or useful as of the
date hereof in the conduct of the business or the  operations  of the  Business,
and are identified on Schedule 1.12,  plus such additions  thereto and deletions
therefrom arising in the ordinary course of business between the date hereof and
the Closing Date.

                   1.13 Real Property.  "Real  Property" means all real property
owned or leased by Seller,  as described more fully on Schedule 1.13,  including
the  Towers  and  the  Improvements,   together  with  all  easements,   rights,
privileges,  remainders,  revisions and appurtenances  thereunto belonging or in
any way appertaining,  and all of Seller's estate, right, title, interest, claim
and 
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demand  therein,  in the  streets  and  ways  adjacent  thereto  and in the beds
thereof, either at law or in equity, in possession or expectancy.

                   1.14 Towers.  "Towers" means all towers,  ground radials, guy
anchors and related equipment located on the Real Property.

                   1.15  Warranties.  "Warranties"  means all of Seller's rights
under  manufacturers' and vendors'  warranties  relating to (i) the Towers; (ii)
the Improvements; and (iii) the Personal Property.

          2.       ASSETS TO BE CONVEYED; ASSUMED LIABILITIES.

                   2.1  Assets  to  be  Conveyed.   Subject  to  the  terms  and
conditions of this  Agreement,  on the Closing Date (as defined  below),  Seller
will assign,  transfer and deliver to Buyer and Buyer shall purchase from Seller
all of Seller's right,  title and interest in and to all of the assets described
in this Section 2.1 (collectively, the "Assets"):

                        (a) Assumed Contracts;

                        (b) Business Records;

                        (c) Intangible Property;

                        (d) Permits;

                        (e) Personal Property;

                        (f) Real Property;

                        (g) Warranties.

                   2.2  Excluded  Assets.  The  following  assets are  "Excluded
Assets" and are not among the Assets  purchased or transferred  pursuant to this
Agreement:

                        (a) Seller's cash,  cash  equivalents,  certificates  of
deposit,  money market funds and other marketable securities on hand or in banks
or other financial institutions;

                        (b) Any Contracts other than the Assumed Contracts;

                        (c) All of the accounts receivable of the Seller arising
prior to the Closing Date; and

                        (d)  Seller's  record  books and charter  documents  and
other  books and records  pertaining  solely to  Seller's  internal  partnership
affairs, including tax matters, or financing arrangements.

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                   2.3      Assumed Liabilities.

                        (a) As of the  Closing  Date,  Buyer  shall  assume  all
obligations and liabilities  under the Assumed  Contracts  accruing,  arising or
relating to activities,  events or occurrences happening on or after the Closing
Date  (collectively,   the  "Assumed   Liabilities").   Buyer  shall  assume  no
obligations or liabilities of Seller, its predecessors or Affiliates whatsoever,
including  any  taxes  (the  "Retained  Liabilities")  except  for  the  Assumed
Liabilities.

                        (b) Without  limiting the  generality of the  foregoing,
Buyer shall have no  obligation to hire any employees of Seller and Seller shall
be  solely  responsible  for  all  salaries,   benefits,   severance  and  other
compensation  which will or may become  payable to all of Seller's  employees in
respect of any period of  employment  by Seller  prior to the  Closing  Date and
Seller shall make such payments at or before the Closing.  Buyer will not assume
any obligations under Seller's existing vacation, sick leave, severance or other
employee  welfare  or  benefit  plans  or  policies  with  respect  to  Seller's
employees.

          3.       CONSIDERATION; PRORATIONS.

                   3.1 Consideration.  The consideration for the purchase of the
Assets (the "Purchase Price") shall consist of a cash payment by Buyer to Seller
in the amount of $12,000,000 (the "Cash Payment") payable at Closing.

                   3.2 Prorations and Adjustments. The operation of the Business
and the income and  normal  operating  expenses,  including  without  limitation
Assumed  Liabilities and prepaid  expenses,  attributable  thereto through 12:01
a.m.  on the  date  of the  Closing  shall  be for the  account  of  Seller  and
thereafter  for the  account  of  Buyer.  Adjustments  shall be made and paid at
Closing to the extent  feasible.  A final  accounting of prorated items shall be
made by Buyer and Seller,  and the sum due from one party to the other  pursuant
to this  Section  3.2 shall be paid in cash,  within  sixty  (60) days after the
Closing Date.

                   3.3 Allocation of Purchase Price. The Purchase Price shall be
allocated  among the Assets in accordance  with an  independent  appraisal to be
performed  by BIA  Consulting,  Inc.,  at  the  expense  of  Buyer.  Should  the
independent appraisal result in an allocation of (a) not more than $1,500,000.00
to Code  ss.  1231  depreciable  real  property,  being  of the  class  commonly
identified as buildings  and other  Improvements  of a type  requiring a capital
gain rate to Seller for the recaptured  portion  thereof to be taxable under the
Code at 25% nominal  rates;  (b) in the aggregate not more than  $330,000.00  to
Code ss. 1245 or personal  property,  being of the class commonly  identified as
Towers, fuel tanks and other similar Improvements,  fixtures,  appurtenances and
other  property,  whether  personal or real, of a type  requiring the recaptured
portion  thereof or, with respect to personal  property,  the  allocated  amount
thereof,  to be taxable  under the Code to Seller at ordinary  income tax rates,
and  (c)  the  balance  of  the  Purchase   Price  to  be  allocated  to  either
non-depreciable  real property and/or going concern value (or goodwill)  taxable
only as capital gain under the Code to Seller at 20% nominal  rates,  then Buyer
and Seller shall agree thereto and use such allocations as are so established by
the  independent   appraisal.

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Should the appraisal result in recommended  allocations differing from the above
parameters,  (i)  Seller  shall  have the  right to  approve  of such  differing
allocations,  or (ii)  within  three (3) days of  notice  by Seller of  Seller's
unwillingness to agree to such differing allocations,  or should Buyer not agree
to utilize allocations within the above parameters,  then either Seller or Buyer
shall have the right to terminate  this  Agreement  without  further  liability.
Buyer and Seller shall file with its  respective  federal  income tax return for
the tax  year in  which  the  Closing  occurs,  IRS  Form  8594  containing  the
information set forth in the allocation.  Buyer agrees to report the purchase of
the Assets,  and Seller agrees to report the sale of such Assets, for income tax
purposes in a manner  consistent with the information  provided pursuant to this
Section 3.3 and contained in IRS Form 8594.

                   3.4 No  Assignment of Accounts  Receivable.  On and after the
Closing Date,  (i) Seller shall be  responsible  for  collecting all of Seller's
accounts receivable arising from Seller's operation of the Business prior to the
Closing Date and (ii) Buyer shall be  responsible  for collecting all of Buyer's
accounts  receivable arising from Buyer's operation of the Business on and after
the Closing Date.

        4. SELLER'S  REPRESENTATIONS  AND  WARRANTIES.  Seller  represents  and
warrants to Buyer as follows,  which  representations  and warranties  have been
relied upon by Buyer in entering into this Agreement.

                   4.1  Organization.  Seller  is  a  limited  partnership  duly
formed,  validly  existing and in good  standing  under the laws of the State of
California, and is qualified to do business and is qualified or registered to do
business  in the State of  Arizona  and in each other  jurisdiction  where it is
required to do so. Seller has full  partnership  power and authority to carry on
its business as now conducted and to enter into and to perform this Agreement.

                   4.2 Partnership Authorization.  The execution and delivery of
this Agreement and the consummation of the transactions contemplated hereby have
been duly authorized by all requisite partnership action of Seller.

                   4.3 Binding Agreement.  This Agreement has been duly executed
by Seller and delivered to Buyer and constitutes the valid and binding agreement
of Seller,  enforceable  against Seller in accordance with its terms,  except as
enforceability may be limited by bankruptcy,  insolvency or other laws affecting
creditors'  rights  generally  and  the  exercise  of  judicial   discretion  in
accordance with general equitable principles.

                   4.4  No  Breach.  Subject  to  the  necessity  for  obtaining
consents of third parties to the assignment of those Assumed Contracts listed on
Schedule  1.2, the  execution,  delivery and  performance  of this  Agreement by
Seller  will not  violate  or  conflict  with  Seller's  Certificate  of Limited
Partnership or partnership agreement or any Law to which Seller or the Assets is
subject,  or by which  Seller or the  Assets  may be bound,  or (with or without
giving  notice  or the  lapse  of time or  both)  breach  or  conflict  with any
contract,  agreement, or other commitment to which Seller is a party or by which
Seller or the Assets may be bound or result in the  imposition  of a Lien on the
Assets.

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                   4.5 Permits.  Schedule 1.11 contains a true and complete list
of all  Permits  of Seller.  Seller  has all  Permits  required  to conduct  the
Business  as now being  conducted.  All  Permits of Seller are valid and in full
force and effect.  Buyer will proceed, at its own expense, to obtain any Permits
and  approvals  necessary to consummate  the  transaction  contemplated  herein;
provided,  if the transaction is not  consummated,  Buyer shall restore all such
filings to their  original  condition  and reverse any filings  made in order to
consummate  the  transaction,  and Buyer  shall hold  Seller  harmless  from any
liability  or expense  arising  from such  filings.  No notice to,  declaration,
filing  or   registration   with,  or  Permit  from,  any  domestic  or  foreign
governmental or regulatory body or authority,  or any other person or entity, is
required  to be made or  obtained by Seller in  connection  with the  execution,
delivery  or  performance  of  this  Agreement  and  the   consummation  of  the
transactions contemplated hereby.

                   4.6  Compliance  With Laws.  Except as set forth in  Schedule
4.6,  Seller has  complied in all material  respects  with all  statutes,  laws,
rules, regulations,  ordinances, codes, directives, writs, injunctions, decrees,
judgments,  and orders of any governmental  (whether  foreign,  federal,  state,
local, or otherwise) agency,  court or other body applicable to the Business and
the Assets.

                   4.7 Title to and  Sufficiency of Assets.  Seller has good and
marketable  title to all of the Assets (other than the Real  Property,  which is
addressed  in  Section  4.19)  free and  clear of all  Liens,  except  for Liens
described on Schedule 4.7 (which will be removed on or before the Closing Date).
Seller has all  necessary  partnership  authority  to transfer  ownership of the
Assets to Buyer free and clear of all Liens. Other than the Excluded Assets, the
Assets to be  transferred  hereunder  constitute  all of the assets,  rights and
properties  that are required for the  operation of the Business as they are now
conducted  or that are used or held by Seller  for use in the  operation  of the
Business.

                   4.8  Condition of Personal  Property.  All Personal  Property
used or useful in the  operation  of the Business is listed on Schedule 1.2 and,
except as specifically indicated on Schedule 1.2, is in good operating condition
and repair (reasonable wear and tear excepted), is performing satisfactorily and
is suitable for its intended use.

                   4.9  Intangible  Property.  Schedule  1.7 contains a true and
complete list of all Intangible Property.  Seller has delivered to Buyer or made
available  for  inspection  by  Buyer  copies  of (i)  all  documents  (if  any)
establishing  Seller's  rights  to use the  Intangible  Property;  and  (ii) all
customer lists and accounts of Seller. Seller has, and after the Closing,  Buyer
will  have,  the right to use such  Intangible  Property,  free and clear of any
royalty or other payment  obligations.  Seller's use of the Intangible  Property
does not conflict with, violate or infringe upon any rights of any other Person,
and no Person is violating or infringing on any of Seller's  rights with respect
to the Intangible Property.

                   4.10 Contracts. Schedule 1.2 identifies all of the Contracts,
and such schedule  separately  identifies the Assumed  Contracts  (including the
Leases to be assumed).  Sellers shall deliver to Buyer true and complete  copies
of all written  Contracts and true and complete  memoranda of all oral Contracts
(including any and all amendments and other  modifications  to such  Contracts).
Other than the Assumed  Contracts,  Seller  requires no contract or agreement to

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enable Seller to carry on the Business in all material respects as presently and
heretofore conducted. All of the Assumed Contracts are in full force and effect,
and are valid,  binding,  and enforceable in accordance with their terms, except
to the extent that the  enforceability  thereof  may be affected by  bankruptcy,
insolvency,  or  similar  laws  affecting  creditors'  rights  generally  or  by
court-applied equitable principles. Seller is not in material breach, nor to the
Knowledge of Seller is any other party in material  breach,  of the terms of any
such Assumed Contracts. Except as expressly set forth in Schedule 1.2, Seller is
not aware of any intention by any party to any Assumed Contract (i) to terminate
such contract or amend the terms thereof,  (ii) to refuse to renew the same upon
expiration of its term, or (iii) to renew the same upon expiration only on terms
and  conditions  which are more onerous than those  pertaining  to such existing
contract.  Except for any third party  consents,  which Seller  agrees to obtain
from such third parties where required (in accordance  with Section 6.7 hereto),
Seller has full legal power and authority to assign its rights under the Assumed
Contracts to Buyer in accordance with this  Agreement,  and such assignment will
not affect the validity,  enforceability, and continuation of any of the Assumed
Contracts.

                   4.11 Litigation.  Except as described on Schedule 4.11, there
is no litigation,  proceeding (arbitral or otherwise), claim or investigation of
any nature pending or, to Seller's  Knowledge,  threatened  against Seller,  the
Business or the Assets. There are no writs,  injunctions,  decrees,  arbitration
decisions,  unsatisfied  judgments or similar orders outstanding against Seller,
the Business or the Assets.

                   4.12  Financial  Statements.  Schedule  4.12 sets forth true,
correct  and  complete  copies of (i) the  unaudited  balance  sheet and related
statements of Seller for the two (2) years ended  December 31, 1996 (the "Annual
Financials"),  and  (ii)  the  unaudited  monthly  balance  sheets  and  related
statements  for  Seller  for the  period  January  through  September  1997 (the
"Monthly  Financials," and together with the Annual  Financials,  the "Financial
Statements").  The Financial  Statements  are in  accordance  with the books and
records of Seller,  and present fairly the financial  condition of Seller at the
respective dates thereof.

                   4.13  Liabilities.   Seller  has  no  material   liabilities,
obligations or commitments of any nature (whether absolute,  accrued, contingent
or otherwise and whether matured or unmatured),  including  without  limitations
tax liabilities due or to become due, except  liabilities that are reflected and
reserved against on the Financial Statements.

                   4.14 Tax  Matters.  Except  as  disclosed  on  Schedule  4.14
hereto:  (a) Seller has filed all tax returns and reports  required to have been
filed by or for it; (b) all  material  information  set forth in such returns or
reports is accurate and complete; (c) Seller has paid or made adequate provision
for all taxes, additions to tax, penalties,  and interest payable by the Seller;
(d) no unpaid tax deficiency has been asserted against or with respect to Seller
by any taxing  authority;  and (e) Seller has  collected or withheld all amounts
required to be collected  or withheld by it for any taxes,  and all such amounts
have  been  paid  to the  appropriate  governmental  agencies  or set  aside  in
appropriate accounts for future payment when due.

                   4.15  Insolvency  Proceedings.  Neither Seller nor any of the
Assets is the  subject of any pending  or, to  Seller's  Knowledge,  threatened,
insolvency  proceedings of any character.

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Seller has not made an  assignment  for the  benefit of  creditors  or taken any
action with a view to or that would constitute a valid basis for the institution
of any such insolvency proceedings.  Seller is not insolvent and will not become
insolvent as a result of entering into this Agreement.

                   4.16     Employees; Employee Benefit Plans.

                        (a) Schedule  4.16  contains a true and complete list of
all of the employees of Seller,  each such employee's title or capacity in which
employed,  and such employee's  annual salary or wages,  and a complete list and
summary of Seller's employee benefit plans and any bonus  compensation  plans or
policies (including all retirement,  pension,  profit sharing,  bonus, severance
pay,  disability,  health,  vacation and sick leave  benefits).  Seller is not a
party to any  collective  bargaining  agreement  covering any of its  employees.
There is no material dispute between Seller and any of its employees  related to
compensation, severance pay, vacation or pension benefits, or discrimination.

                        (b) Except as set forth on  Schedule  4.16,  Seller does
not maintain, sponsor or contribute to, nor has Seller maintained,  sponsored or
been  obligated  to  contribute  to,  within the last six years,  any  "employee
benefit  plan" which is subject to Title IV of the  Employee  Retirement  Income
Security Act of 1974, as amended ("ERISA") and Section 412 of the Code.

                   4.17  Insurance.  Schedule 4.17 lists all insurance  policies
(by policy  number,  insurer,  location or  property  insured,  annual  premium,
premium  payment  dates,  expiration  date and type of coverage)  held by Seller
relating to the business,  properties  and employees of the Business,  copies of
which have been provided to Buyer. All such insurance policies are in full force
and effect and in such amounts and provide  coverages  that are  reasonable  and
customary in light of the business, operations and properties of the Business.

                   4.18  Environmental Matters.

                        (a) As used in this Agreement "Hazardous Material" shall
mean: (i) any "hazardous substance" as now defined pursuant to the Comprehensive
Environmental  Response,  Compensation and Liability Act of 1980 ("CERCLA"),  42
U.S.C. ss. 9601(14); (ii) any "pollutant or contaminant" as defined in 42 U.S.C.
ss. 9601(33); (iii) any material now defined as "hazardous waste" pursuant to 40
C.F.R.  Part 261;  (iv) any  petroleum,  including  crude  oil and any  fraction
thereof; natural or synthetic crude oil and any fraction thereof; (v) natural or
synthetic gas usable for fuel; (vi) any "hazardous chemical" as defined pursuant
to 29 C.F.R. Part 1910; (vii) any asbestos, polychlorinated biphenyl ("PCB"), or
isomer of dioxin,  or any  material  or thing  containing  or  composed  of such
substance or substances; (viii) any infectious organism or biological or medical
waste; or (ix) any other substance, regardless of physical form, that is subject
to any Environmental Laws.

                        (b) As  used  in this  Agreement,  "Environmental  Laws"
shall mean any statutes, regulations, requirements, orders, ordinances, rules of
liability  or  standards  of  conduct  of any  foreign,  federal,  state,  local
government,  or common law relating to the  protection  of human  health,  plant
life,  animal life,  natural  resources,  the  environment  or property from the
presence  in 

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the  environment  of any solid,  liquid,  gas, odor or any form of energy,  from
whatever  source,  including,  without  limitation,  any emissions,  discharges,
releases,  or threatened  releases of Hazardous  Material  into the  environment
(including,  without limitation,  ambient air, surface water, groundwater,  land
surface or  subsurface  or building  structures),  or otherwise  relating to the
manufacture,  processing,  distribution,  use, treatment,  storage,  generation,
disposal,  transport  or handling of  pollutants,  contaminants,  chemicals,  or
industrial, toxic or hazardous substances or wastes.

                        (c)  Except as set forth on  Schedule  4.18,  and to the
best of Seller's Knowledge and without any independent  investigation by Seller,
(i) there are no  environmental  conditions  related to the Real Property or the
business and other assets of Seller that could have a Material Adverse Effect on
Seller,  including any such conditions relating to the use, treatment,  storage,
release or disposal of any Hazardous Material; (ii) Seller has not manufactured,
processed,  distributed,  used,  treated,  stored,  disposed of,  transported or
handled any  Hazardous  Material in a manner that could have a Material  Adverse
Effect on such entity; (iii) there is no ambient air, surface water, groundwater
or land  contamination  or  contamination  within building  structures,  within,
under,  originating  from or relating to any Real Property or any other location
related to the Real  Property  such that the  contamination  affects  such other
locations  and  none of such  properties  has  been  used  for the  manufacture,
processing,  distribution,  use,  treatment,  storage,  disposal,  transport  or
handling  of any  Hazardous  Material  in a manner  that  could  have a Material
Adverse Effect on Seller; and (iv) Seller has no obligation or liability,  known
or  unknown,  matured  or not  matured,  absolute  or  contingent,  assessed  or
unassessed, imposed or based upon the failure to comply with any provision under
any federal, state or local law, rule, or regulation or common law, or under any
code, order, decree,  judgment or injunction applicable to Seller and Seller has
not  received  any  notice,  or request  for  information  issued,  promulgated,
approved or entered  thereunder,  or under the common law, or any tort, nuisance
or absolute liability theory, relating to public health or safety, worker health
or safety, or pollution, damage to or protection of the environment,  including,
without  limitation,  the Environmental Laws, where such obligation or liability
could have a Material Adverse Effect on Seller.

                        (d) To the best of Seller's Knowledge,  Seller possesses
and is in  compliance  in all  material  respects  with all  permits,  licenses,
certificates,  franchises and other authorizations relating to the Environmental
Laws  necessary  to  conduct  their  businesses  or  required  by  environmental
regulations.

                   4.19.  Real Property.

                        (a)  Leased  Real  Property.  Schedule  1.2  contains  a
complete and accurate list of all  Contracts  pursuant to which Seller is either
the lessor or lessee of Real Property,  including all leases associated with the
Towers  ("Leases").  All such  Leases  are valid,  binding  and  enforceable  in
accordance  with  their  terms  and are in full  force and  effect;  no event of
default has occurred  which  (whether with or without  notice,  lapse of time or
both or the  happening or  occurrence  of any other  event)  would  constitute a
default  thereunder  on the part of Seller;  and Seller has no  Knowledge of the
occurrence of any event of default which (whether with or without notice,  lapse
of time or both  or the  happening  or  occurrence  of any  other  event)  would
constitute a default  thereunder by any other party.  Seller has provided  Buyer
with a 

                                       9
<PAGE>

complete and correct copy of all of the Leases.  Seller has not received  notice
of any claim for free or reduced  rent or for  reduction,  deduction  or set-off
against  Seller of the rent due or to become  due under any of the  Leases,  and
except as set forth in the Leases  Seller has granted no rental  concessions  or
abatements.  Seller has the sole right to collect  the rent under the Leases and
neither  such  right  nor  any  of  the  Leases  has  been  assigned,   pledged,
hypothecated (except Leases that would be hypothecated by Seller's,  lenders, to
be  cleared  at or  before  Closing),  or  otherwise  encumbered.  Except  as is
otherwise indicated on Schedule 1.2, Seller has received no payment of rent more
than 30 days in advance of the due date therefor.

                        (b)  Owned  Real  Property.  Schedule  1.13  contains  a
complete and accurate  list of all Real  Property  owned by Seller  ("Owned Real
Property")  and  contains  accurate  and complete  copies of  preliminary  title
reports covering all of the Owned Real Property. At the Closing,  Seller has and
will  transfer to Buyer good and  marketable  fee simple title to all Owned Real
Property  subject only to the following  matters (the  "Permitted  Liens"):  (i)
liens for  current  taxes not yet due;  (ii)  Liens set forth on  Schedule  1.13
(which will be removed on or before the Closing Date); and (iii) any other Liens
and other matters  affecting  title to the Owned Real Property,  which do not in
the sole judgment of Buyer (A) breach any covenant,  representation  or warranty
of Seller in this Agreement,  (B) adversely affect the use or value of the Owned
Real  Property,  (C) render title to the Owned Real Property  unmarketable,  (D)
constitute  a Lien in the nature of a  mortgage,  deed of trust,  UCC  financing
statement,  monetary encumbrance or other similar Lien or (E) constitute a lease
(other than those Leases listed in Schedule 1.2 and any Leases  pending or being
negotiated by Seller with new tenants, but unconsummated prior to Closing Date),
sublease or other  occupancy  agreement  that gives any third party any right to
occupy or use all or any  portion  of the Owned  Real  Property.  Seller  enjoys
peaceful and undisturbed  possession of all Owned Real Property, to be evidenced
by Seller's delivery of tenant estoppel certificates.

                        (c) Improvements, Fixtures and Equipment. The Towers and
the Improvements,  including without limitation all leasehold improvements,  and
all fixtures and equipment and other  tangible  assets owned,  leased or used by
Seller  at the Real  Property  are (i)  insured  to the  extent  and in a manner
customary  in the  industry,  (ii)  structurally  sound  with no known  material
defects,  (iii) in good operating condition and repair, subject to ordinary wear
and tear, (iv) not in need of maintenance or repair except for ordinary  routine
maintenance and repair, the cost of which would not be material,  (v) sufficient
for the operation of the Business as presently  conducted and (vi) in conformity
with all applicable laws, ordinances, orders, regulations and other requirements
relating thereto currently in effect.  None of the Towers or the Improvements is
subject  to any  commitment  or other  arrangement  for their sale or use by any
Affiliate  of Seller or third  parties,  except  with  respect  to leases  being
negotiated  in Seller's  ordinary  course of  business.  Except as  disclosed on
Schedule  1.13,  all of the Towers on the Real Property are located  entirely on
such Real Property.

                        (d) Other Real Property Representations and Warranties.

                            (i)  The  Seller  has  no  Knowledge,   nor  to  its
Knowledge has it received notice within the past three years, of any existing or
threatened  violation  of any  provision  of any  applicable  building,  zoning,
subdivision, environmental or other governmental ordinance,

                                       10
<PAGE>

resolution,  statute,  rule,  order or regulation,  including but not limited to
those of environmental agencies or insurance  underwriters,  with respect to the
ownership,  operation,  use, maintenance or condition of the Owned Real Property
or any part thereof,  or requiring any repairs or  alterations  other than those
that have been made prior to the date hereof.

                            (ii)  Seller  is  the  sole  owner  of  full  legal,
equitable and  beneficial  title to the Owned Real Property and no consent of or
joinder by any other  person is  required  for Seller to convey the full  legal,
equitable  and  beneficial  title to and ownership of the Owned Real Property to
Buyer in accordance  with this  Agreement.  There are no outstanding  agreements
(written  or  oral)  pursuant  to  which  Seller  (or  any   predecessor  to  or
representative  of Seller)  has agreed to sell or has granted an option or right
of first refusal to purchase the Owned Real Property or any part thereof

                            (iii)  Seller  has  no  Knowledge  of,  nor  to  its
Knowledge  has it  received  any  notice of, any  special  taxes or  assessments
relating to the Owned Real  Property or any part  thereof or any planned  public
improvements  that may result in a special tax or  assessment  against the Owned
Real Property.

                            (iv)   Seller   has   received   no  notice  of  any
condemnation  or eminent  domain  proceeding  pending or threatened  against the
Owned Real  Property or any part  thereof.  The Seller has no  Knowledge  of any
change  or  proposed  change  in the  route,  grade or width  of,  or  otherwise
affecting, any street or road adjacent to or serving the Owned Real Property.

                            (v) The Owned Real Property complies with all zoning
and  land  use  laws,   ordinances,   regulations  and  restrictions,   and  the
Improvements  and Towers are  permitted as a matter of right as a principal  use
under all laws  applicable  thereto  without  the  necessity  of any special use
permit, special exception or other special permit, permission or consent.

                            (vi) All  utilities  necessary  for the  proper  and
efficient  operation of the Real Property in their current  manner are installed
in and operating at the Real Property.

                   4.20.    FAA Compliance.

                        (a) Prior to construction of all Towers, (i) the Federal
Aviation  Administration  ("FAA")  issued a  Determination  of No  Hazard to Air
Navigation  ("FAA Tower  Clearance"),  a true and correct copy of which has been
delivered to Buyer or made  available for  inspection by Buyer prior to the date
hereof;  and  (ii) the  Antenna  Survey  Branch  of the  Federal  Communications
Commission  ("FCC") issued a clearance (the "FCC Tower  Clearance"),  a true and
correct  copy of  which  has  been  provided  to  Buyer  or made  available  for
inspection by Buyer prior to the date hereof.

                        (b) The FAA Tower  Clearance and the FCC Tower Clearance
are valid, in good standing,  and in full force and effect,  and constitutes (i)
all Permits required by the federal  Communications Act of 1934, as amended, and
all rules and regulations promulgated

                                       11

<PAGE>

thereunder (the "Communications Act"), for the construction and operation of the
Tower and (ii) all of the Permits  issued by the FCC and FAA to Seller for or in
connection with the Tower.

                        (c) The Towers were  constructed in full compliance with
all  applicable  municipal,  state and  federal  laws,  rules  and  regulations,
including,  without limitation,  the Communications Act, and all FAA's rules and
regulations.  The Towers have at all times operated in full  compliance with all
applicable municipal, state and federal laws, rules and regulations,  including,
without limitation, the Communications Act, and the FAA's rules and regulations.

                        (d) Seller has no outstanding  requests for  information
from either the FAA or FCC.  Seller has responded  fully and timely to each past
inquiry  or  request  for  information  from the FAA or the FCC.  Seller  has no
Knowledge of any condition  imposed by the FCC or the FAA on the Towers which is
not (i) set  forth  on the  face of the FAA  Tower  Clearance  or the FCC  Tower
Clearance  as  issued  by the FAA or FCC or (ii)  applicable  to  communications
towers  generally.  Each Tower  currently is and at all relevant  times has been
painted and lighted in accordance  with all FAA and FCC rules,  regulations  and
policies,  and all relevant permits and clearances issued by the FAA or the FCC.
Each  Tower  is not  now  and  never  has  been  operating  under  a  Notice  of
Extinguishment  or Improper  Functioning  of Lights,  as  specified in the FCC's
rules.

                   4.21.  No Brokers.  Seller has not entered into any contract,
agreement,  arrangement or  understanding  with any Person to act as a finder or
broker in connection with the transactions contemplated hereby.

                   4.22.  No  Other  Agreements  to  Sell.  Seller  has no legal
obligation,  absolute or  contingent,  to any other Person to sell the Assets or
the Business (in whole or in part), or effect any merger, consolidation or other
reorganization of Seller, or to enter into any agreement with respect thereto.

                   4.23. Financing Statements.  All of the Assets to be conveyed
are and have been located in the State of Arizona since the Assets were acquired
by Seller.  To  Seller's  Knowledge,  and  assuming  that any current UCC filing
searches  required to consummate the transaction  contemplated  herein have been
conducted by Buyer, all unreleased UCC financing  statements filed by any person
with respect to the Assets are listed on Schedule 4.23.

                   4.24. Transactions with Certain Persons. No partner, officer,
director  or employee  of Seller nor any member of any such  person's  immediate
family  is  presently,  or within  the three (3) years has been,  a party to any
transaction with Seller relating to the Business,  including without limitation,
any contract, agreement or other arrangement (a) providing for the furnishing of
services by, (b) providing for the rental of real or personal  property from, or
(c)  otherwise  requiring  payments  to (other than for  services  as  partners,
officers,  directors,  consultants  or  employees  of Seller) any such person or
corporation,  partnership, trust or other entity in which any such person has an
interest as a shareholder, officer, director, trustee or partner.

                                       12
<PAGE>


                   4.25.  Bulk Sales.  Seller  represents,  in  accordance  with
opinion of Seller's local  counsel,  that "bulk sales" laws do not apply to this
transaction.

                   4.26  Disclosure.  To  Seller's  Knowledge  and  without  any
independent  investigation by Seller, no representations or warranties by Seller
in this Agreement, nor any document, exhibit, statement, certificate or schedule
heretofore or hereinafter  furnished to Buyer pursuant hereto,  or in connection
with the transactions  contemplated  hereby,  including  without  limitation the
Schedules,  contains or will contain any untrue statement of a material fact, or
omits or will omit to state any material fact  necessary to make the  statements
or facts contained therein not misleading. To Seller's Knowledge and without any
independent investigation by Seller, Seller has disclosed all events, conditions
and facts materially  affecting the Business,  prospects and financial condition
of Seller.

         5.  BUYER'S  REPRESENTATIONS  AND  WARRANTIES.   Buyer  represents  and
warrants to Seller as follows,  which  representations  and warranties have been
relied upon by Seller in entering into this Agreement.

                   5.1  Organization.  Buyer is a  corporation  duly  organized,
validly  existing and in good standing  under the laws of the State of Delaware,
and is qualified to do business and is qualified or registered to do business in
each jurisdiction  where it is required to do so. Buyer has full corporate power
and authority to carry on its business as now conducted and to enter into and to
perform this Agreement.

                   5.2  Corporate  Authorization.  The execution and delivery of
this Agreement and the consummation of the transactions contemplated hereby have
been duly authorized by Buyer's board of directors.

                   5.3 Binding Agreement.  This Agreement has been duly executed
by Buyer  and  delivered  to  Seller  and  constitutes  the  valid  and  binding
agreements of Buyer, enforceable against Buyer in accordance with its respective
terms,  except as  enforceability  may be limited by  bankruptcy,  insolvency or
other laws affecting  creditors'  rights  generally and the exercise of judicial
discretion in accordance with general equitable principles.

                   5.4 No Breach.  The  execution,  delivery and  performance of
this Agreement by Buyer will not violate Buyer's certificate of incorporation or
bylaws or any Law to which  Buyer is subject  or by which  Buyer may be bound or
(with or without  giving notice or the lapse of time or both) breach or conflict
with any contract,  agreement,  or other commitment to which Buyer is a party or
by which Buyer is or may be bound.

                   5.5 Litigation;  Compliance with Law. There is no litigation,
proceeding  (arbitral  or  otherwise),  claim or  investigation  of any  nature,
pending or, to Buyer's  Knowledge,  threatened,  against  Buyer that  reasonably
could be expected to adversely  affect Buyer's  ability to perform in accordance
with the terms of this Agreement.

                   5.6 No Brokers. Other than a brokerage agreement with Kalil &
Company, Inc. (for which Buyer shall be responsible), Buyer has not entered into
any contract, agreement,

                                       13
<PAGE>


arrangement  or  understanding  with any  person or entity to act as a finder or
broker in connection with the transactions contemplated hereby.

          6. COVENANTS. Between the date of this Agreement and the Closing Date:

                   6.1  Maintenance  of  Business.   Seller  shall  conduct  the
operations  of the Business  and use the Assets only in the  ordinary  course of
business,  consistent  with past  practices  with the intent of  preserving  the
ongoing  operations  of  the  Business  and  the  Assets,   including,   without
limitation,  maintaining in its employ all key employees of the Business who are
performing  satisfactorily.  Seller shall not sell or agree to sell or otherwise
dispose  of  any of the  Assets  except  in the  ordinary  course  of  business,
consistent with past practice.

                   6.2 Adverse Developments.  Seller shall promptly notify Buyer
of any materially adverse  developments that occur prior to Closing with respect
to the Assets or the operation of the Business. Seller shall keep Buyer informed
of all material  operational  matters and business  developments with respect to
the Business and its markets.

                   6.3 Potential  Breach.  Each party will  promptly  notify the
other party of the  occurrence  of any event,  or the  existence of any fact, of
which such party becomes aware that is not permitted by this  Agreement and that
results in the  inaccuracy  in any  material  respect of any  representation  or
warranty of such party in this  Agreement  as of any time prior to the  Closing,
and such party will use its reasonable best efforts to cure such matter.

                   6.4  Access.   Seller  will  provide   Buyer,   its  counsel,
accountants,    financing   sources   and   other   representatives    ("Buyer's
Representatives")  with access to the books and records of the Business,  to the
Assets and to the officers,  employees,  agents and  accountants  of Seller with
respect to matters  relating to the Business during normal business hours,  upon
reasonable  notice and at a mutually  agreeable time,  provided that such access
does not  materially  disrupt the  operations  of the  Business and will provide
Buyer and Buyer's  Representatives  with such information  concerning the Assets
and the Business as they reasonably may request.

                   6.5 Financial Statements and Other Reports.  Between the date
of this  Agreement  and the  Closing  Date,  as soon as the same are  available,
Seller will provide Buyer with copies of the Business'  regularly prepared sales
reports and any periodic financial statements or reports.

                   6.6 No Negotiations. Seller will refrain, and will cause each
other person acting for or on behalf of Seller to refrain, from taking, directly
or  indirectly,  any action (a) to seek or encourage  any offer or proposal from
any person to acquire  any assets  (other  than in  ordinary  course of business
consistent with past  practices) or shares of capital stock or other  securities
of Seller or any interests  therein (other than in connection with  intra-family
transfers for the purpose of  estate-planning  purposes,  or in connection  with
transfers  to  corporations  or other  entities  wholly-owned  by Sellers or its
limited  partners,  provided that any such transfer be made expressly subject to
this Agreement);  and (b) to merge,  consolidate,  or combine,  or to permit any
other person to merge, consolidate or combine, with Seller.

                                       14
<PAGE>


                   6.7 Third Party  Consents.  Seller shall use its best efforts
to obtain the third party consents identified on Schedule 1.2 as being necessary
for the  assignment  of the Assumed  Contracts to Buyer and to satisfy all other
conditions precedent thereof.

                   6.8 Updated Schedules. Not less than five (5) days before the
date  scheduled  for the Closing,  Seller  shall  deliver to Buyer a list of any
changes  to  Schedule  1.2 which  are  necessary  to  reflect  the  termination,
expiration or entry into Contracts,  or any changes to Schedule 4.16 relating to
employee matters,  occurring in accordance with the provisions of this Agreement
following the date hereof.

                   6.9 Leases; Security Interests.  Seller will cooperate in all
reasonable respects with (i) Buyer's efforts to record any and all Leases in the
appropriate  land  records  so that  Buyer  may seek to obtain  leasehold  title
insurance or grant leasehold  mortgages on such Leases at Buyer's expense;  (ii)
Buyer's  efforts to obtain the  consents of any parties to the grant by Buyer to
its lenders of a security  interest in the Assumed  Contracts,  Real Property or
other  Assets at Buyer's  expense;  and (iii)  Buyer's  efforts to obtain  title
insurance and a survey with respect to the Real Property at Buyer's expense.

                   6.10 Tax,  Lien,  and  Judgment  Searches.  No  earlier  than
fifteen  (15) days  prior to the  Closing  Date,  Buyer  shall have the right to
obtain at Buyer's  expense a report on the results of a search for UCC financing
statements,  tax liens,  judgment liens, and similar filings in the Secretary of
State's  records  for  the  State  of  Arizona  and  in  the  records  of  those
jurisdictions where the Assets are located.

                   6.11  Environmental Assessments.

                        (a) Buyer shall be permitted to conduct an environmental
site assessment for each parcel of Real Property (the "Site  Assessments").  Any
Site  Assessments  shall be  prepared  by Buyer's  environmental  consultant  at
Buyer's  expense , and Buyer shall  furnish  Seller  with the name,  address and
telephone   number  of  its   environmental   consultant   preparing  such  Site
Assessments.  Buyer shall  furnish  Seller  with a copy of any Site  Assessments
within ten (10) days of Buyer's receipt of such Site Assessments.

                        (b) In conducting any Site Assessments, Buyer shall keep
the Real Property free of all mechanics or similar liens and shall not interfere
with the normal  operation of Seller's  business.  Buyer shall  restore the Real
Property  to  its  former  condition   following  the  completion  of  any  Site
Assessments.  Buyer shall hold Seller harmless for any claim that may arise as a
result  of  the  acts  or  omissions  of  Buyer's  environmental  consultant  in
conducting any Site Assessments.

                        (c) If the Site Assessments  conclude that environmental
remediation is required,  Seller hereby agrees to pay the first $25,000  towards
remediation expense. Seller shall perform all such remediation as is required to
satisfy any  Environmental  Laws  relating  to  Hazardous  Materials,  under the
supervision of a licensed site  professional and to the reasonable  satisfaction
of Buyer,  provided  that  Seller  shall  not be  required  to expend  more than
$25,000. If the cost of required remediation exceeds $25,000,  then Buyer at its
option  may  accept a credit of  

                                       15
<PAGE>


$25,000 on the purchase price and complete  remediation  at its own expense,  or
terminate the Agreement by giving  written  Notice to Buyer within ten (10) days
of receipt of the Site Assessments.

                   6.12 Governmental Consents.  Promptly following the execution
of this  Agreement,  Seller and  Buyer,  at Buyer's  expense  and with  Seller's
reasonable  cooperation,  shall proceed to prepare and file with the appropriate
governmental  authorities  such  requests for  approvals or waivers,  reports or
notifications as may be required in connection with this Agreement; provided, if
the  transaction  is not  consummated,  Buyer shall  restore all such filings to
their original condition and reverse any filings made in order to consummate the
transaction,  and Buyer shall hold Seller harmless from any liability or expense
arising from such filings.

                   6.13  Confidentiality.  Buyer  and  Seller  shall  each  keep
confidential and not directly or indirectly reveal, report, publish, disclose or
transfer any information  obtained by it with respect to the other in connection
with  this  Agreement  and  the  negotiations   preceding  this  Agreement  (the
"Confidential  Information"),  and each will use such  Confidential  Information
solely in connection with the transactions  contemplated by this Agreement,  and
if the transactions contemplated hereby are not consummated for any reason, each
shall return to the other,  without retaining any copies thereof, any schedules,
documents or other  written  information  obtained  from the other in connection
with this Agreement and the transactions contemplated hereby and shall cause all
of  its  officers,   employees,   agents,   accountants,   attorneys  and  other
representatives  to whom it may have disclosed such Confidential  Information to
do the same.  Notwithstanding the foregoing  limitation,  neither party shall be
required to keep confidential or return any Confidential Information that (i) is
known or available through other lawful sources,  not bound by a confidentiality
agreement  with the  disclosing  party,  (ii) is or  becomes  publicly  known or
generally  known in the industry  through no fault of the receiving party or its
agents,  (iii) is required to be disclosed  pursuant to Law  (provided the other
party is given reasonable prior notice),  and (iv) is developed by the receiving
party independently of the disclosure by the disclosing party.

                   6.14 No Inconsistent  Action.  Neither Buyer nor Seller shall
take any action which is materially inconsistent with its obligations under this
Agreement  or that would  hinder or delay the  consummation  of the  transaction
contemplated by this Agreement.

                   6.15  Audited   Financials.   Following   execution  of  this
Agreement,  the Financial Statements will be audited by a  nationally-recognized
independent  accounting  firm  selected by Buyer,  at the expense of Buyer,  and
Seller will cooperate fully in such audit.

         7.  CONDITIONS  TO  BUYER'S  OBLIGATION.  The  obligation  of  Buyer to
consummate  this  Agreement  is  subject  to the  satisfaction  of  each  of the
following conditions on or prior to the Closing Date:

                   7.1 Representations  and Warranties.  The representations and
warranties of Seller to Buyer contained herein and in any certificates delivered
by Seller pursuant  hereto will be true and correct in all material  respects as
of the  Closing  Date  (except  for  representations  and  warranties  that  are
qualified as to  materiality,  which shall be true and correct in all respects),
in each case as if made again on and as of such date.

                                       16
<PAGE>


                   7.2  Compliance  with  Covenants.  All of the covenants to be
complied  with or  performed  by Seller on or before the Closing Date shall have
been duly complied with and performed in all material respects.

                   7.3 Closing Documents. On the Closing Date, Seller shall have
delivered to Buyer duly executed closing  documents as specified in Section 10.1
in a form reasonably acceptable to Buyer. Buyer shall receive a legal opinion of
Seller's  counsel in form and  substance  reasonably  satisfactory  to Buyer and
substantially in the form attached hereto as Schedule 7.3.

                   7.4 Receipt of Third Party  Consents.  For each Contract that
is identified on Schedule 1.2, Seller shall have obtained all required  consents
of third  parties,  whether  actual or deemed,  waived or approved by such third
parties in the absence of estoppel  certificates (as indicated on Schedule 1.2),
in a form  reasonably  acceptable to Buyer without  modification of any material
provision of any such Contract, to Buyer's assumption thereof.

                   7.5 Governmental  Consents. Any approval required pursuant to
Section  6.12 shall  have been  obtained  prior to  Closing.  Seller  shall have
registered  the Towers with the FCC pursuant to the  Communications  Act.  Buyer
shall use reasonable efforts to cooperate with Seller in obtaining all approvals
required  under this Section 7.5. Such approvals and  registrations  required to
consummate the transaction shall be Buyer's responsibility and shall be obtained
at Buyer's expense with Seller's reasonable cooperation.

                   7.6 Absence of Litigation. As of the Closing Date, no action,
claim,  suit  or  proceeding  seeking  to  enjoin,  restrain,  or  prohibit  the
consummation  of this  Agreement  shall be pending before any court or any other
governmental  authority;  provided,  however,  that  this  condition  may not be
invoked  by  Buyer if any such  action,  suit or  proceeding  was  solicited  or
encouraged by, or instituted as a result of any act or omission of Buyer.

                   7.7 No  Material  Adverse  Development.  There shall not have
been any  material  adverse  change in the  business or  prospects of any of the
Business or the condition of the Assets.  No material adverse  development shall
have  occurred  with  respect to the  Business  that  results  in a  significant
impairment  to the  ability of the  Business  to  operate as they are  currently
operated or  represents a substantial  impairment of the aggregate  value of the
Business or Assets being conveyed.

                   7.8  Settlement of Claims.  Seller shall have settled any and
all pending or threatened claims,  litigation or proceedings against Seller that
affect or concern the Assets.

                   7.9  Release of Liens.  Buyer shall be  reasonably  satisfied
that all Liens on the Assets have been  released and removed.  Without  limiting
the generality of the  foregoing,  Seller shall have delivered to Buyer executed
releases  or  terminations  under the UCC and any other  applicable  laws of any
financing  or  similar   statements   filed   against  any  Assets  in  (a)  the
jurisdictions  in which the Assets are and have been  located  since such Assets
were  acquired by Seller,  and (b) any other  location  specified or required by
applicable  Law. A UCC search,  as of the Closing Date, of the public records of
the State of Arizona and the counties  where the Assets are located shall reveal
no inconsistencies with Seller's representations and warranties hereunder.

                                       17
<PAGE>


                   7.10  Title  Policy.  The title  insurance  company  shall be
irrevocably  committed to issue to Buyer,  at Buyer's  expense,  an ALTA Owner's
Policy of Title  Insurance (1970 Form) at its regular rate dated as of the exact
date and time of the recording of the deed insuring  Buyer's good and marketable
fee simple title to the Owned Real  Property,  subject only to those  exceptions
permitted  under  this  Agreement,  and with such  endorsements  as Buyer  shall
require.

                   7.11 Survey. Buyer shall have received, at Buyer's expense, a
survey  which shall be certified  to Buyer and the title  company,  which survey
shall show no matters which materially  adversely affect the use or value of the
Owned Real Property or render title thereto  unmarketable  and shall show (i) no
encroachments  that  materially  impair  the  value  or use of  the  Owned  Real
Property,  (ii) that the  Improvements  are  entirely  located on the owned Real
Property  to be conveyed to Buyer,  and (iii) that the Owned Real  Property  has
access to all adjacent roads and that such roads are publicly dedicated.

                   7.12 Site  Assessments.  Any remediation  required by Section
6.11 shall have been completed to Buyer's reasonable satisfaction or the cost of
any remediation  required by Section 6.11 shall not exceed the amounts set forth
therein.

                   7.13  Nonforeign  Affidavit.  Seller shall  furnish  Buyer an
affidavit,  stating,  under penalty of perjury,  the transferor's  United States
taxpayer  identification number and that the transferor is not a foreign person,
pursuant to Section 1445(b)(2) of the Code.

                   7.14 Board  Approval.  Buyer shall have obtained  approval of
its Board of Directors  to  consummate  the  transactions  contemplated  by this
Agreement within five (5) business days of Seller's execution of this Agreement.

                   7.15 Bank Approval. Buyer shall have obtained approval of its
lenders to consummate the  transactions  contemplated  by this Agreement  within
five (5) business days of Seller's execution of this Agreement.

                   7.16  Audited  Financials.  Buyer  shall  have  received  the
audited  Financial  Statements  contemplated  by Section  6.15 and such  audited
Financial  Statements  shall  not  deviate  in any  material  respect  from  the
Financial Statements furnished by Seller pursuant to Section 4.12 herein.

          8. CONDITIONS TO SELLER'S  OBLIGATION.  Buyer shall have used its best
efforts  in  conducting  its  due  diligence  investigations  into  the  matters
contained  herein,  such that Buyer shall have  acquired  Knowledge  (as defined
herein) of Seller's representations and warranties.  The obligation of Seller to
consummate  this  Agreement  is  subject  to the  satisfaction  of  each  of the
following conditions on or prior to the Closing Date:

                   8.1 Representations  and Warranties.  The representations and
warranties of Buyer to Seller contained herein and in any certificates delivered
by Buyer pursuant  hereto shall be true and correct in all material  respects as
of the  Closing  Date  (except  for  representations  and  warranties  that  are
qualified as to materiality which shall be true and correct in all respects), in
each case as if made again on and as of such date.

                                       18
<PAGE>

                   8.2  Compliance  with  Covenants.  All of the covenants to be
complied  with or  performed  by Buyer on or before the Closing  Date shall have
been duly complied with and performed in all material respects.

                   8.3 Closing Documents.  On the Closing Date, Buyer shall have
delivered to Seller duly executed closing documents as specified in Section 10.2
below in a form reasonably acceptable to Seller.

                   8.4 Governmental  Consents. Any approval required pursuant to
the Section  6.12 shall have been  obtained by Buyer as a condition  to Seller's
obligations under this Agreement.

                   8.5 Absence of Litigation. As of the Closing Date, no action,
claim,  suit  or  proceeding  seeking  to  enjoin,  restrain,  or  prohibit  the
consummation  of this  Agreement  shall be pending before any court or any other
governmental  authority;  provided,  however,  that  this  condition  may not be
invoked by Seller if any such  action,  suit,  or  proceeding  was  solicited or
encouraged by, or instituted as a result of any act or omission of, Seller.

                   8.6 Payment.  At the Closing,  Buyer shall  deliver to Seller
the Cash Payment, as provided in Section 3.1. First American Title Company, Inc.
in Tucson,  Arizona shall serve as escrow agent with respect to the Cash Payment
and with respect to the general  warranty deed conveying title to the Owned Real
Property to Buyer.

          9.      CLOSING.

                   9.1   Timing.

                            (a) The  closing  of the  purchase  and  sale of the
Assets (the  "Closing")  shall take place on  November  1, 1997 or another  date
mutually  agreed to by Buyer and Seller (the "Closing  Date").  The Closing will
commence  on the  Closing  Date at 10:00  (local  time) at the  offices of First
American Title Company, Inc., 1880 East River Road, Suite 120, Tucson,  Arizona,
85718, telephone (520) 577-8707, telecopy (520) 577-0236, or such other place as
Buyer and Seller  may agree in  writing.  By mutual  agreement  of the  parties,
Closing may take place by conference call and telecopy with exchange of original
signatures by overnight mail.

                            (b)  If,  as of  the  Closing  Date,  any  condition
precedent  described in Section 7 or 8 has not been satisfied,  the party who is
entitled to require such  condition be  satisfied  may (in its sole  discretion)
notify the other  party(ies)  of the absence of such  condition  precedent at or
before the Closing and  simultaneously  therewith  postpone the Closing  until a
date ten (10)  days  after  all such  conditions  have  been (or are able to be)
performed,  but not later than December 31, 1997,  and such postponed date shall
constitute the new Closing Date for all purposes hereunder.

                   9.2 Deliveries. On the Closing Date, (a) Seller shall deliver
or cause to be delivered to Buyer good and marketable  title to and ownership of
the Assets,  free and clear of all Liens free and clear of all Liens  except for
Permitted Liens; (b) Buyer shall deliver to Seller the 

                                       19
<PAGE>

Cash  Payment;  and (c) the  parties  shall  deliver to each  other the  closing
documents described in Section 10.

          10.      CLOSING DOCUMENTS.

                   10.1 Closing  Documents  To Be  Delivered  by Seller.  On the
Closing Date,  Seller shall  deliver to Buyer (in form and substance  reasonably
satisfactory to Buyer), and acknowledge with cross-receipts therefore:

                        (a) one or more bills of sale  conveying to Buyer all of
the Personal Property;

                        (b) One or more general  warranty  deeds  conveying  the
Owned Real Property to Buyer in a form usual and  customary in the  jurisdiction
where such property is located; the description of the Owned Real Property shall
be by courses and distances as shown upon Buyer's survey,  and shall include any
and all appurtenant easements or other beneficial appurtenant rights;

                        (c)  One  or  more  assignments  assigning  the  Assumed
Contracts to Buyer,  together with each consent obtained by Seller necessary for
the assignments of those Assumed Contracts identified on Schedule 1.2;

                        (d) Certified  copies of resolutions of Seller's limited
and general partner authorizing the execution,  delivery and performance of this
Agreement and of Seller's partnership agreement;

                        (e) One or  more  assignments  conveying  to  Buyer  the
Permits, Intangible Property and Business Records;

                        (f)  A  certificate  executed  by  Seller  attesting  to
Seller's compliance with the matters set forth in Sections 7.1 and 7.2;

                        (g) The Business Records;

                        (h) A general  assignment  by Seller to Buyer of all the
Assets to be conveyed hereunder, other than the Excluded Assets;

                        (i) Such  agreements,  affidavits or other  documents as
may be required by Buyer's  title company to issue the title  policies  required
hereunder;

                        (j) An affidavit of the Seller under section 1445 of the
Code certifying that Seller is not a foreign  corporation,  foreign partnership,
foreign  trust,  foreign estate or foreign person (as those terms are defined in
the Code and the related  regulations),  and a  certificate  of Seller as to the
reporting of certain real estate  transactions as required by section 6045(e) of
the  Code,  each in form  and  substance  satisfactory  to Buyer  and its  title
company;

                                       20
<PAGE>


                        (k) Estoppel  letters from all of the tenants  under the
Leases in a form reasonably acceptable to Buyer or any document setting forth an
appropriate "deemed estoppel" or tenant waiver provision;

                        (l)  Written  notice  executed by Seller  notifying  all
interested  parties,  including  all  tenants  under the  Leases,  that the Real
Property has been conveyed to Buyer and directing  that all payments,  inquiries
and the like be forwarded to Buyer at the address to be provided by Buyer;

                        (m) Payoff  letters  for all  monetary  Liens at Closing
authorizing  the title  company  to pay off all such  encumbrances  on behalf of
Seller and confirming the amounts required to pay off each such encumbrance;

                        (n) Clearance  certificates or similar  document(s) that
may be required by any state taxing  authority in order to relieve  Buyer of any
obligation to withhold any portion of the Purchase Price;

                        (o) Such other  instruments  and further  assurances  of
conveyance  and such  other  certificates  or other  documentation  as Buyer may
reasonably request; and

                        (p) a legal  opinion  of  Seller's  counsel  in form and
substance  reasonably  satisfactory  to  Buyer  and  substantially  in the  form
attached hereto as Schedule 7.3.

                  10.2  Closing  Documents  To Be  Delivered  By  Buyer.  On the
Closing Date,  Buyer shall  deliver to Seller (in form and substance  reasonably
satisfactory to Seller) and acknowledge with cross-receipts therefore:

                        (a) one or more  agreements  by which Buyer  assumes the
Assumed Liabilities and agrees to perform,  from and after the Closing Date, all
of the Assumed Liabilities;

                        (b) certified  copies of resolutions of Buyer's Board of
Directors authorizing the execution, delivery and performance of this Agreement,
and of Buyer's bylaws and articles of incorporation;

                        (c) a certificate executed by Buyer attesting to Buyer's
compliance with the matters set forth in Sections 8.1 and 8.2;

                        (d) the Cash Payment to Seller; and

                        (e) a legal  opinion  of  Buyer's  counsel  in form  and
substance  reasonably  satisfactory  to  Seller  and  substantially  in the form
attached hereto as Schedule 10.2.

                  10.3 Other  Closing  Documents.  The parties will also execute
such other documents and perform such other acts,  before and after Closing,  as
may be necessary for the implementation and consummation of this Agreement.

                                       21
<PAGE>


         11 RISK OF LOSS. The risk of loss or damage to the Assets shall be upon
Seller at all times prior to the Closing Date unless  caused by an act of Buyer.
In the event of such loss or  damage,  Seller  will  promptly  notify  Buyer and
Seller  shall use its best  efforts to repair,  replace or restore the Assets to
their former condition as soon as possible.

         12   BREACH; TERMINATION.

                  12.1  Breach.  If  either  party  believes  the other to be in
breach hereunder,  the nonbreaching party shall provide the breaching party with
notice specifying in reasonable detail the nature of such breach. If such breach
has not been cured by the earlier of: (a) the Closing  Date, or (b) within seven
(7) days after  delivery of such  notice,  then the party giving such notice may
(i) terminate  this  Agreement for breach;  (ii) extend the Closing Date if such
breach  has not been  cured by the  Closing  Date (but no such  extension  shall
constitute a waiver of such nondefaulting party's right to terminate as a result
of such default) to no later than December 31, 1997; (iii) exercise the remedies
available to such party  pursuant to Section  12.2,  subject to the right of the
other party to contest such action through appropriate proceedings;  and/or (iv)
proceed to  Closing,  but such  Closing  shall not  constitute  a waiver of such
breach, and the nondefaulting party may seek  indemnification from the breaching
party pursuant to Section 13 of this Agreement.

                  12.2  Effect of Termination.

                        (a) If this Agreement is terminated  pursuant to Section
12.1, neither Seller nor Buyer shall be relieved of any liability  hereunder for
its breach of this Agreement prior to termination.

                        (b)  Seller  agrees  that  the  Assets   include  unique
property that cannot be readily obtained on the open market and that Buyer would
be  irreparably  injured if this  Agreement is not  specifically  enforced after
breach if a Seller  shall have  committed a material  breach.  Therefore,  Buyer
shall have the right to specifically  enforce Seller's  obligation to convey the
Assets to Buyer under this Agreement,  and Seller agrees to waive the defense in
any such  suit that  Buyer has an  adequate  remedy at law and to  interpose  no
opposition, legal or otherwise, as to the propriety of specific performance as a
remedy.  Buyer  shall be  entitled  to seek to  recover  the  damages  it incurs
resulting from either Seller's default.

          13. INDEMNIFICATION.

                  13.1 Representations  and Warranties.  All representations and
warranties   contained   in  this   Agreement   shall   be   deemed   continuing
representations  and  warranties,  and  together  with the  covenants  contained
herein,  shall  survive the Closing Date for a period of two (2) years after the
Closing Date (the "Survival  Period").  No claim for indemnification may be made
under this  Article  13 (except  for claims  under  Section  13.3(b))  after the
expiration of the Survival Period. Any investigations by or on behalf of a party
hereto  shall not  constitute  a waiver of such  party's  right to  enforce  any
representation or warranty by the other party contained  herein,  unless a party
shall have actual  Knowledge of any  misrepresentation  or breach of warranty at
the Closing on the part of the other party,  and such  Knowledge  shall (i) have
been discoverable 

                                       22
<PAGE>

during Buyer's due diligence  investigation,  or (ii) have been assured by third
party reports or surveys obtained by Buyer, or (iii) have been obtained by Buyer
from Buyer's  physical  inspection  of the  premises,  or (iv) be  documented in
writing at the Closing,  in which case the party having such Knowledge  shall be
deemed to have waived such misrepresentation or breach.

                  13.2  Indemnification  by Sellers.  Seller shall indemnify and
hold Buyer harmless against and with respect to, and shall reimburse Buyer for:

                        (a)  Any  and  all  losses,   liabilities,   or  damages
resulting from any untrue representation,  breach of warranty, or nonfulfillment
of any covenants by Seller contained  herein or in any certificate  delivered to
Buyer hereunder;

                        (b) Any and all  obligations  of Seller  not  assumed by
Buyer pursuant to the terms hereof;

                        (c)  Any  and  all  losses,   liabilities,   or  damages
resulting  from  Seller's  operation  of the Business or ownership of the Assets
prior to the Closing Date,  including any and all liabilities  arising under the
Assumed Contracts which relate to events occurring or conditions  existing prior
to the Closing Date; and

                        (d) Any and all  actions,  suits,  proceedings,  claims,
demands,  assessments,  judgments, and reasonable costs and expenses incident to
any of the  foregoing or incurred in  investigating  or  attempting to avoid the
same or to oppose the imposition thereof.

                 13.3. Indemnification by Buyer. Buyer shall indemnify and hold
Seller harmless against and with respect to, and shall reimburse Seller for:

                        (a)  Any  and  all  losses,   liabilities,   or  damages
resulting from any untrue representation,  breach of warranty, or nonfulfillment
of any covenants by Buyer contained  herein or in any  certificate  delivered to
Seller hereunder;

                        (b) Any damage to the Real Property  resulting  from the
Site Assessments performed by Buyer in accordance with Section 6.11(b) above;

                        (c)  Any  and  all  losses,   liabilities,   or  damages
resulting  from Buyer's  operation of the Business or ownership of the Assets on
or after the Closing Date,  including  any and all  liabilities  or  obligations
arising  under  the  Assumed  Contracts  which  relate to  events  occurring  or
conditions  existing on or after the Closing Date or otherwise  assumed by Buyer
under this Agreement; and

                        (d) Any and all  actions,  suits,  proceedings,  claims,
demands,  assessments,  judgments, and reasonable costs and expenses,  including
reasonable legal fees and expenses, incident to any of the foregoing or incurred
in  investigating  or attempting  to avoid the same or to oppose the  imposition
thereof.

                                       23
<PAGE>


                   13.4.  Procedures  for  Indemnification.  The  procedures for
indemnification shall be as follows:

                        (a)  The  party   claiming  the   indemnification   (the
"Indemnified  Party")  shall  promptly  give  notice to the party  from whom the
indemnification  is claimed  (the  "Indemnifying  Party") of any claim,  whether
between the parties or brought by a third party against the  Indemnified  Party,
specifying  (i) the  factual  basis for such  claim,  and (ii) the amount of the
claim. If the claim relates to an action,  suit, or proceeding  filed by a third
party  against  the  Indemnified  Party  such  notice  shall  be  given  by  the
Indemnified  Party to the Indemnifying  Party within five (5) days after written
notice  of such  action,  suit,  or  proceeding  shall  have  been  given to the
Indemnified Party.

                        (b)  Following  receipt of notice  from the  Indemnified
Party of a claim, the Indemnifying Party shall have thirty (30) days in which to
make  such  investigation  of the claim as the  Indemnifying  Party  shall  deem
necessary or desirable. For the purposes of such investigation,  the Indemnified
Party agrees to make available to the  Indemnifying  Party and/or its authorized
representative(s)  the  information  relied  upon by the  Indemnified  Party  to
substantiate  the claim. If the  Indemnified  Party and the  Indemnifying  Party
agree at or prior to the  expiration  of said  thirty  (30) day  period  (or any
agreed upon extension  thereof) to the validity and amount of such claim,  or if
the Indemnifying  Party does not respond to such notice,  the Indemnifying Party
shall  immediately  pay to the  Indemnified  Party the full amount of the claim.
Buyer shall be entitled to apply any or all of the Accounts Receivable collected
on behalf of Sellers to a claim as to which Buyer is entitled to indemnification
hereunder.  If the  Indemnified  Party and the  Indemnifying  Party do not agree
within  said  period  (or  within  any  agreed-upon   extension  thereof),   the
Indemnified Party may seek appropriate legal remedy.

                        (c) With  respect  to any  claim by a third  party as to
which the  Indemnified  Party is  entitled  to  indemnification  hereunder,  the
Indemnifying  Party shall have the right at its own expense to participate in or
to assume control of the defense of such claim, and the Indemnified  Party shall
cooperate  fully  with the  Indemnifying  Party,  subject to  reimbursement  for
reasonable actual out-of-pocket expense incurred by the Indemnified Party as the
result  of a  request  by  the  Indemnifying  Party  to  so  cooperate.  If  the
Indemnifying  Party elects to assume  control of the defense of any  third-party
claim, the Indemnified  Party shall have the right to participate in the defense
of such claim at its own expense.

                        (d) If a claim,  whether  between  the  parties  or by a
third party,  requires  immediate  action,  the parties will make all reasonable
efforts to reach a decision with respect thereto as expeditiously as possible.

                        (e) If the  Indemnifying  Party does not elect to assume
control or otherwise  participate in the defense of any third-party  claim,  the
Indemnifying  Party shall be bound by the results  obtained in good faith by the
Indemnified Party with respect to such claim.

                        (f) The indemnification rights provided in Sections 13.2
and 13.3 hereof shall extend to the partners, shareholders, directors, officers,
members,  partners,  agents,  employees,

                                       24
<PAGE>

and  representatives of the Indemnified  Party,  although for the purpose of the
procedures  set forth in this Section 13.4, any  indemnification  claims by such
parties shall be made by and through the Indemnified Party.

          14 POST CLOSING MATTERS.

                        (a) Books and  Records.  Each party  agrees that it will
cooperate with and make  available (or cause to be made  available) to the other
party,  during normal  business  hours,  all books and records,  information and
employees (without substantial  disruption of employment) retained and remaining
in existence  after the Closing which are necessary or useful in connection with
any tax inquiry, audit, or dispute, any litigation or investigation or any other
matter  requiring any such books and records,  information  or employees for any
reasonable  business purpose (a "Permitted  Use"). The party requesting any such
books and records,  information or employees shall bear all of the out-of-pocket
costs and expenses  reasonably  incurred in connection with providing such books
and records, information or employees. All information received pursuant to this
Section 14(a) shall be kept  confidential  pursuant to Section 6.12 by the party
receiving  it, except to the extent that  disclosure is reasonably  necessary in
connection with any Permitted Use.

                        (b) Cooperation and Records Retention.  Seller and Buyer
shall each (i)  provide  the other with such  assistance  as may  reasonably  be
requested by either of them in connection  with the  preparation  of any return,
audit,   or  other   examination   by  any  taxing   authority  or  judicial  or
administrative  proceedings relating to liability for any taxes; (ii) retain and
provide the other with any records or other  information that may be relevant to
such  return,  audit or  examination,  proceeding  or  determination;  and (iii)
provide the other with any final determination of any such audit or examination,
proceeding, or determination that affects any amount required to be shown on any
Tax return of the other for any period.

                        (c) Payments.  Following the Closing Date,  Seller shall
pay  promptly  when  due all of  their  debts  and  liabilities,  including  any
liability  for taxes with  respect to  periods  ending on or before the  Closing
Date.

          15.  ADDITIONAL  INSURANCE.  Buyer shall cause any of its employees or
agents  entering  the  premises  to conduct  any Site  Assessments  or other due
diligence investigations to carry adequate injury/accident  insurance, and Buyer
shall hold  Seller  harmless  for any  claims  arising  from such due  diligence
investigations.

          16.  EXPENSES.  Except  as  otherwise  expressly  set  forth  in  this
Agreement,  each  party  shall  bear its own legal and other  fees and  expenses
incurred in  connection  with its  negotiating,  executing and  performing  this
Agreement. Buyer shall pay all expenses specifically in connection with Closing.
Buyer shall bear all applicable sales,  transfer or similar taxes, if any (other
than income or capital  gains  taxes  which shall have come due to Seller  under
federal or state laws),  which are due as a result of the transfer of the Assets
in accordance herewith.

          17. FURTHER ASSURANCES.  From time to time at or after the Closing, at
the request of the other,  Seller and Buyer will  execute and deliver such other
instruments of 

                                       25
<PAGE>

conveyance,  assignment, transfer and delivery and take such other action as the
other reasonably may request in order to consummate,  complete and carry out the
purposes of the transactions  contemplated  hereby,  including the execution and
delivery of such  instruments  and agreements as may be reasonably  necessary or
advisable to fully effect the transfer to Buyer of the Assets.

          18. BENEFIT AND  ASSIGNABILITY.  This Agreement  shall be binding upon
and shall  inure to the  benefit  of the  parties  hereto  and their  respective
successors and permitted  assigns,  and no other person or entity shall have any
right (whether third party beneficiary or otherwise)  hereunder.  This Agreement
may not be assigned by any party without the prior written  consent of the other
party;  provided,  however,  that Buyer may  assign  all or any  portion of this
Agreement to any Affiliate of Buyer,  provided that Buyer shall remain obligated
for the performance of this Agreement.

          19. NOTICES. All notices demands and other  communications  pertaining
to this Agreement ("Notices") shall be in writing addressed as follows:


                  If to Seller:         Tucson Communications Company, L.P.
                                        8445 Camino Santa Fe, Suite 101
                                        San Diego, California  92121
                                        Telephone: (619) 558-0333
                                        Telecopy:  (619) 558-0416
                                        Attn:  Robert H. Davis

                  with a copy to:       James McGowan, Jr., Esquire
                                        Attorney at Law
                                        P.O. Box 1885
                                        La Jolla, California  92038
                                        Telephone: (619) 454-0142
                                        Telecopy:  (619) 454-7858

                  and a copy to:        H. Victor Sucher, Jr.
                                        600B Clubhouse Avenue
                                        Newport Beach, California  92663
                                        Telephone: (714) 675-3839
                                        Telecopy:  (714) 675-3839

                  If to Buyer           American Tower Systems, Inc.
                                        10800 Main Street
                                        Fairfax, Virginia  22030
                                        Telephone: (703) 934-1215
                                        Telecopy:  (703) 934-1200
                                        Attn:  Alan Box

                                       26

<PAGE>


                  with a copy to:       Hunton & Williams
                                        1751 Pinnacle Drive
                                        Suite 1700
                                        McLean, Virginia  22102
                                        Telephone: (703) 714-7440
                                        Telecopy: (703) 714-7410
                                        Attn:  Joseph W. Conroy, Esquire

Notices  shall be deemed  given three (3)  business  days after being  mailed by
certified or registered  United States mail,  postage  prepaid,  return  receipt
requested, or on the first business day after being sent, prepaid, by nationally
recognized  overnight  courier  that issues a receipt or other  confirmation  of
delivery, or upon oral confirmation of receipt of a telecopy transmission of any
Notices.  Any party may change the address to which Notices under this Agreement
are to be sent to it by giving  written  notice of a change  of  address  in the
manner provided in this Agreement for giving Notice.

          20. WAIVER.  Unless  otherwise  specifically  agreed in writing to the
contrary: (i) the failure of any party at any time to require performance by the
other of any  provision of this  Agreement  shall not affect such party's  right
thereafter  to enforce  the same;  (ii) no waiver by any party of any default by
any other shall be valid  unless in writing and  acknowledged  by an  authorized
representative of the nondefaulting  party, and no such waiver shall be taken or
held to be a waiver by such party of any other preceding or subsequent  default;
and (iii) no extension of time granted by any party for the  performance  of any
obligation  or act by any other party shall be deemed to be an extension of time
for the performance of any other obligation or act hereunder.

          21.  ENTIRE  AGREEMENT.  This  Agreement  (including  the Exhibits and
Schedules hereto,  which are incorporated by reference  herein)  constitutes the
entire  agreement  between the parties with respect to the subject matter hereof
and referenced  herein, and supersede and terminate any prior agreements between
the parties  (written or oral) with respect to the subject matter  hereof.  This
Agreement  may not be  altered  or amended  except by an  instrument  in writing
signed by the party against whom enforcement of any such change is sought.

          22.  COUNTERPARTS.  This  Agreement  may be  signed  in any  number of
counterparts  with the same effect as if the signature on each such  counterpart
were on the same instrument.

          23.  CONSTRUCTION.  The  headings of the Articles and Sections of this
Agreement are for convenience  only and in no way modify,  interpret or construe
the meaning of specific provisions of the Agreement.

          24.  EXHIBITS  AND  SCHEDULES.  The  Exhibits  and  Schedules  to this
Agreement are a material part of this Agreement.

          25. SEVERABILITY.  In case any one or more of the provisions contained
in this  Agreement  should be held  invalid,  illegal  or  unenforceable  in any
respect, the validity,  legality, and enforceability of the remaining provisions
will not in any way be affected or impaired.  Any illegal 

                                       27
<PAGE>

or unenforceable term shall be deemed to be void and of no force and effect only
to the minimum  extent  necessary  to bring such term within the  provisions  of
applicable law and such term, as so modified,  and the balance of this Agreement
shall then be fully enforceable.

          26.  CHOICE OF LAW;  VENUE.  This  Agreement  is to be  construed  and
governed by the laws of the State of Arizona,  without  regard for the choice of
law rules utilized in that state.  Subject to the provisions of Section 12.2, if
there is any  dispute  between  the  parties  to this  Agreement  which  remains
unresolved  for thirty (30) days or more,  either party may, upon written notice
to the other, submit such dispute to binding  arbitration in Tucson,  Arizona in
accordance  with the commercial  rules of the American  Arbitration  Association
("AAA")  before  a  panel  of  three  arbitrators  Knowledgeable  in  the  tower
communications  industry,  one arbitrator  chosen by Buyer, one chosen by Seller
and the third as mutually agreed upon by the two arbitrators so appointed, or in
the absence of such  agreement,  by the President of the Arizona  Chapter of the
AAA,  and the  decision  of such  panel  shall,  in the  absence  of  fraud,  be
conclusively binding on the parties.

          27. PUBLIC  STATEMENTS.  Prior to the Closing Date, neither Seller nor
Buyer shall,  without the prior  written  approval of the other party,  make any
press  release  or  other  public   announcement   concerning  the  transactions
contemplated  by this  Agreement,  except  (i) Seller  and Buyer  shall  issue a
mutually  agreeable press release  promptly after the signing of this Agreement;
and (ii) to the extent  required  by law, in which case the other party shall be
so advised as far in advance as possible.

          28. ATTORNEYS' FEES. If any party initiates any litigation against any
other party involving this Agreement,  the prevailing party in such action shall
be entitled  to receive  reimbursement  from the other party for all  reasonable
attorneys' fees and other costs and expenses incurred by the prevailing party in
respect of that litigation,  including any appeal, and such reimbursement may be
included in the judgment or final order issued in that proceeding.

          29.  COUNSEL.  Each party has been  represented  by its own counsel in
connection   with  the  negotiation  and  preparation  of  this  Agreement  and,
consequently,  each party hereby waives the  application of any rule of law that
would  otherwise be  applicable in connection  with the  interpretation  of this
Agreement,  including  but not limited to any rule of law to the effect that any
provision of this Agreement shall be interpreted or construed  against the party
whose counsel drafted that provision.

          30. DELIVERY OF SCHEDULES. The parties acknowledge that as of the date
of execution of this  Agreement,  the Seller has not  delivered to the Buyer the
scheduled  called for in Section 4 of this Agreement (the  "Schedules").  Within
five (5) business days after the date of execution of this Agreement, the Seller
shall  deliver  the  Schedules  to the Buyer and the Buyer  shall  have five (5)
business days thereafter (the "Review  Period") to review the Schedules.  If (1)
during the Review Period,  the Buyer shall notify the Seller in writing that the
Schedules are not acceptable (in the Buyer's sole discretion), or (2) the Seller
shall fail  required  five (5) business day period,  then this  Agreement  shall
immediately terminate without liability to any party hereto.

                            [SIGNATURE PAGE FOLLOWS.]

                                       28
<PAGE>


         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date first written above.

                        AMERICAN TOWER SYSTEMS, INC.


                        By: /s/ Alan Box
                            Alan Box
                            President


                        TUCSON COMMUNICATIONS COMPANY,
                        a California limited partnership

                        By:  Delta Development I, a California limited
                             partnership, its General Partner

                            By:    Dyna-Plex, Inc., a California corporation, 
                                   its General Partner

                                     By: /s/ Robert H. Davis,
                                          Robert H. Davis,
                                          President


                                     By: /s/ Euphenia B. Davis
                                          Assistant Secretary


                        By: /s/ H. Victor Sucher, Jr.
                            H. Victor Sucher, Jr.
                            An individual General Partner of Tuscon 
                            Communications Company, a California limited 
                            partnership


                                       29



<PAGE>


                                    SCHEDULES


Schedule 1.2               Contracts; Assumed Contracts
Schedule 1.7               Intangible Property
Schedule 1.11              Permits
Schedule 1.13              Real Property
Schedule 1.12              Personal Property
Schedule 4.6               Compliance with Laws
Schedule 4.7               Asset Liens
Schedule 4.11              Litigation
Schedule 4.12              Financial Statements
Schedule 4.14              Tax Matters
Schedule 4.16              Employees; Employee Benefit Plans
Schedule 4.17              Insurance
Schedule 4.18              Environmental Matters
Schedule 4.23              Financing Statements
Schedule 7.3               Form of Legal Opinion of Seller's Counsel
Schedule 10.2              Form of Legal Opinion of Buyer's Counsel