EXHIBIT 10.3

                            ASSET PURCHASE AGREEMENT


         THIS ASSET PURCHASE AGREEMENT is made as of the 31st day of July, 1997,
by and between  AMERICAN TOWER  SYSTEMS,  INC., a Delaware  corporation  (herein
called   "Purchaser")   and  JOHN  C.  SANTANGELO  AND  GERALD  HARKINS  (herein
collectively called  "Shareholders")  being all of the shareholders of Southeast
Communications,  Inc.,  and  SOUTHEAST  COMMUNICATIONS,  INC.,  a  Massachusetts
corporation  ("Company").  The  Shareholders  and the Company  are  collectively
referred to herein as the "Sellers."

                                    Agreement

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

1.       Assets to Be Purchased and Purchase Price.

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

         1.2 As  consideration  for the  Transferred  Assets  being  transferred
pursuant to  Subparagraph  1.1 hereof,  Purchaser  shall on the Closing Date and
contemporaneously  with such transfer of the Transferred  Assets,  and except as
provided in Subparagraph 5.4 hereof, pay to Sellers U.S.  $7,168,370  ("Purchase
Consideration")  subject to  adjustment  and  proration  for monthly  land lease
payments,  monthly  tenant  rental  income and real and  personal  taxes paid to
respective  municipalities.  Upon execution  hereof,  Purchaser  shall deposit a
$70,000.00  earnest  money deposit  ("Deposit")  with Perry,  Hicks,  Crotty and
Mitchell ("Escrow Agent"), to be held in escrow pursuant to the terms hereof and
credited  toward the Purchase Price at Closing.  Escrow Agent shall not disburse
the Deposit  without the written  consent of Purchaser or Purchaser's  attorney.
Sellers shall be solely  responsible  for allocating the Purchase  Consideration
among  themselves and shall give Notice of such allocation to Purchaser at least
two (2) days prior to the Closing Date.


                                                         

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2.       Representations and Warranties of Sellers.

         2.1      Ownership of Stock/Transferred Assets.

                  (a)  Shareholders  are the record owners and holders of all of
the shares of Company's  common stock as of the date hereof and will continue to
own such  shares  until the Closing  Date.  The Company is the rec ord owner and
holder of all of the  Transferred  Assets  listed  in  Schedules  1  through  3,
inclusive,  hereto and will continue to own such  Transferred  Assets to, on and
through  the Closing  Date.  All such  Transferred  Assets are or will be on the
Closing  Date  owned  free and clear of all  liens,  encumbrances,  charges  and
assessments  of every  nature,  are subject to no  restrictions  with respect to
transferability,  and,  where  applicable,  all  consents  of any parties to the
Realty and Tenant Leases  required for their  transfer to Purchaser have or will
be on the Closing Date obtained in writing. The Sellers will have full power and
authority to assign and transfer the  Transferred  Assets in accordance with the
terms hereof.

                  (b)  Except  for Tenant  Leases  listed in  Schedule 1 of this
Agreement,  there are no outstanding  options,  contracts,  calls,  commitments,
agreement  or demands  of any  character  relating  to the  Transferred  Assets.
Sellers shall obtain  written Waiver of First Right of Refusals from all Tenants
with such rights of first refusal.

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

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

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

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                  (f) All Personalty of Company is in good working condition and
repair, and Seller has no notice of any required repairs to the Personalty.

         2.2 Changes since December 31, 1996.

         Since December 31, 1996, there has not been:

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

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

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

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

         2.3  Liabilities.

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

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

                  (c) There are no legal,  administrative or other  proceedings,
investigations,  inquiries, or claims,  judgments,  injunctions or restrictions,
either threatened, pending or

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outstanding  against or involving Company,  or the Transferred  Assets, nor does
Company  know,  or have  reasonable  grounds to know,  of any basis for any such
proceedings,  investigations,  inquiries, or claims,  judgments,  injunctions or
restrictions relating to the Transferred Assets.

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

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

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

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

                  (h)  All  negotiations  relative  to  this  Agreement  and the
transaction  contemplated  hereby have been carried on directly by  Shareholders
with  Purchaser  without  the  intervention  of any broker or third  party as no
broker is involved in this  transaction.  The parties shall indemnify each other
for any claims made by a broker or third party.

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

         2.4  Taxes.

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

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

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

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         2.5 Tenant Leases and Commitments.

                  (a) The Company has no commitments relating to the Transferred
Assets (except the Tenant Leases listed in Schedule 1).

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

         2.6 Environmental Representations.

                  (i)      That no "Hazardous  Substance"  (defined  below) has:
                           (A) been disposed of, buried  beneath,  or percolated
                           beneath the Property or any improvements  thereon; or
                           (B) been removed from the Property and stored offsite
                           of the Property.

                  (ii)     That there has been no "Release"  (as used in Section
                           101(22) of CERCLA) of a  Hazardous  substance  on the
                           Property.

                  (iii)    That the Property and any  improvements  thereon have
                           not in the past been used and are not presently being
                           used for the handling,  transportation or disposal of
                           a Hazardous Substance.

                  (iv)     That neither the Seller, nor any lessee, licensee nor
                           other  party  acting  at  the  direction  of or  with
                           consent of the Seller,  or such  lessee or  licensee,
                           has manufactured,  treated, stored or disposed of any
                           Hazardous   Substance   on   the   Property   or  any
                           improvements thereof.

                  (v)      That the Seller is in  material  compliance  with all
                           applicable    federal,    state   and   local   laws,
                           administrative rulings, and regulations of any county
                           administrative   agency  or  other   governmental  or
                           quasi-governmental   authority,   relating   to   the
                           protection  of the  environment  (including,  without
                           limitation, laws prohibiting the creation of a public
                           nuisance).

                  (vi)     That the Seller has not received notification that it
                           is a potentially  responsible party under, or that it
                           has  violated,   any  "Environmental  Laws"  (defined
                           below).

                  (vii)    That no Hazardous  Substances  or wastes  contaminate
                           the Property  above levels which exceed the allowable
                           levels as set forth in the Environmental Laws.

                  (viii)   For  the   purpose  of  this   paragraph,   the  term
                           "Hazardous  Substance"  means  any one or more of the
                           following: (A) any substance deemed hazardous

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                           under  Section  101(14)  of  CERCLA,  (B)  any  other
                           substance  deemed  hazardous  by  the   Environmental
                           Protection  Agency  pursuant  to  Section  102(a)  of
                           CERCLA, (C) petroleum (including, without limitation,
                           crude oil or any fraction thereof), (D) any substance
                           deemed hazardous pursuant to Section 1004(5) of RCRA,
                           (E) any solid waste identified in Section 1004(27) of
                           RCA; or (F) any other  hazardous or toxic  substance,
                           material,   compound,   mixture,  solution,  element,
                           pollutant,  or waste  regulated  under  any  federal,
                           state or local statute, ordinance or regulation.

         2.7 Accuracy of All Statements Made by Sellers and Company.

         No  representation or warranty by Sellers or Company in this Agreement,
nor any statement,  certificate,  schedule or exhibit hereto  furnished or to be
furnished by or on behalf of Sellers or Company pursuant to this Agreement,  nor
any document or certificate delivered to Purchaser pursuant to this Agreement or
in connection with actions  contemplated  hereby,  contains or shall contain any
untrue  statement  of  material  fact or  omits or shall  omit a  material  fact
necessary to make the statement  contained therein not misleading.  Seller shall
cooperate  with an audit  conducted  by Deloitte & Touche at  Seller's  expense,
whether such audit is conducted before or after the Closing Date.

3.       Representations and Warranties of Purchaser.

         Purchaser represents and warrants as follows:

         3.1      Organization and Good Standing.

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

         3.2  Performance of this Agreement.

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

         3.3  No Covenant as to Tax Consequences.

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

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4.       Covenants of Sellers.

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

         4.1 Access to Information.

         Purchaser  and its  authorized  representatives  shall have full access
during normal business hours to all properties,  books,  records,  Tenant Leases
and documents of Company,  and Company shall furnish or cause to be furnished to
Purchaser and its authorized  representative all information with respect to its
affairs and business of Company as Purchaser may reasonably request.

         4.2  Actions Prior to Closing.

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

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

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

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

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

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

                  (f)  Company  shall use is best  efforts  (without  making any
commitments  on behalf of  Purchaser)  to  preserve  for  Purchaser  the present
contract  relationships of Company,  and Company shall notify Purchaser upon the
termination or expiration of any Tenant Leases prior to closing.

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

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

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

                  (j)  Company  shall be solely  responsible  for payment of any
liabilities or  obligations  of Company to its employees,  including any salary,
severance pay and/or accrued vacation pay.
This covenant shall survive the Closing.

5.       Conditions Precedent to Purchaser's Obligations.

         5.1 Truth of Representations and Warranties.

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

         5.2  Compliance with Covenants.

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

         5.3  Absence of Suit.

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

         5.4  Receipt of Approvals, etc.

         All approvals, consents and/or waivers that are necessary to effect the
transactions  contemplated hereby shall have been received,  unless the required
receipt  of such  approvals,  

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consents and/or waivers is waived in writing by Purchaser. If the consent to the
assignment of a Contract has not been  received by the Closing  Date,  Purchaser
may withhold a reasonable  portion of the Purchase  Consideration  -- based upon
the value of that Contract -- until such consent shall have been obtained.

         5.5  No Material Adverse Change.

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

         5.6  Accuracy of Financial Statement.

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

         5.7 Noncompetition Agreements.

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

         5.8 Legal Opinion.

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

         5.9   Environmental Assessment.

         Purchaser shall have approved an environmental site assessment for each
Land  Lease  site  (the  "Site  Assessments").  Such Site  Assessments  shall be
prepared by Purchaser's environmental consultant at Purchaser's sole expense. If
the Site  Assessments  determine  that  environmental  remediation  is required,
Seller  hereby  agrees  to pay the  first  $350,000.00  toward  the  remediation
expense, and thereafter  Purchaser,  at its sole discretion,  may either pay the
additional  remediation  cost, if any, or terminate this Agreement and receive a
full refund of its deposit and all interest earned thereon.

         Seller  shall  perform all such  remediation  as is required to satisfy
Federal and Massachusetts law (or, if applicable,  Rhode Island law) relating to
release of  hazardous  substances,  under the  supervision  of a  licensed  site
professional  and to the  reasonable  satisfaction  of Purchaser,  provided that
Seller  shall not be  required  to expend  more  than  $350,000.  If the cost of
required remediation exceeds $350,000, then Purchaser at its option may accept a
credit of  $350,000  on the  purchase  price  and  complete  remediation  at its
expense, or terminate the Agreement,  in which case all deposits hereunder shall
be forthwith refunded. In the event that Seller has not completed

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remediation  required  by this  section by the  closing  date,  a portion of the
purchase price equal to 120% of the estimated cost of remediation  shall be held
in escrow pending such completion.

         5.10 Proceedings and Instruments Satisfactory; Certificates.

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

6.       Conditions Precedent to Sellers' Obligations.

         6.1 Truth of Representations and Warranties.

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

         6.2  Purchaser's Compliance with Covenants.

         Purchaser shall have performed and complied with its obligations  under
this  Agreement  which are to be performed or complied with by it prior to or on
the Closing Date.

7.       Indemnification.

         7.1      Requirement of Indemnification.

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


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         7.2  Notice and Resolution of Claim.

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

         7.3  Defense of Third-Party Claim.

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

         7.4  Payment.

         The indemnifying  party shall promptly  reimburse the indemnified party
for the amount of any  judgment  rendered  with  respect to any claim by a third
party in such  litigation  and for all losses and expenses,  legal or otherwise,
incurred by the  indemnified  party in connection  with the defense against such
claim or litigation, and for any other loss suffered or incurred with respect

                                       11
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to the  falsity  or the  breach of any  representation,  warranty,  covenant  or
agreement (whether or not arising out of the claim of a third party).

         7.5      Effect of Taxes.

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

         7.6  Time Limit on Indemnification.

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

         7.7  Amount Limit on Indemnification.

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

8.       Closing.

         8.1      Time and Place.

         The closing of this  transaction  ("Closing")  shall take place by mail
with the escrow  documents to be  delivered  to the offices of Moyle,  Flanigan,
Katz, Kolins,  Raymond & Sheehan,  P.A., in West Palm Beach,  Florida,  at 10:00
a.m.,  Palm Beach County,  Florida,  time on September 2, 1997, or at such other
time and place as the parties hereto shall agree upon.  Such date is referred to
in this Agreement as the "Closing Date."


                                       12

<PAGE>


         8.2      Documents To Be Delivered by Sellers.

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

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

                  (b) The  originals  or copies of the Land  Leases  and  Tenant
Leases.

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

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

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

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

                          (2)  This   Agreement   has  been  duly  executed  and
delivered by Sellers and  constitutes a legal,  valid and binding  obligation of
them enforceable in accordance with its terms except as such  enforceability may
be limited by bankruptcy and other laws affecting  creditors'  rights  generally
and by the availability of equitable remedies;

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

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

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

                                       13
<PAGE>


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

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

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

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

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

                  (f) Noncompetition agreements between the Seller, each of John
C.  Santangelo  and Gerald Harkins and the Purchaser,  in  satisfactory  form to
Purchaser.  Such  agreements  shall  specify  that,  for a five year term  after
Closing,  the Seller  and/or  Shareholders  shall not  thereafter,  directly  or
indirectly, construct, participate in site development for, acquire any interest
in, or provide financing for an antenna site within ten (10) miles of any of the
Transferred  Assets,  without the prior written consent of Purchaser.  Purchaser
shall not  unreasonably  withhold  consent to  development or  participation  in
development or financing by Seller and/or  Shareholders  of an antenna site, but
shall not consent if such development  may, in the opinion of Purchaser,  have a
potentially  material adverse impact on the use of or demand for tower space for
any Transferred Asset.  Purchaser shall provide Seller and/or  Shareholders with
Purchaser's  determination  of whether  Purchrchaser,  Purchaser  shall have the
exclusive  option to purchase  any tower  constructed  within such ten (10) mile
radius, to be exercised at any time after the twelfth (12th) month following the
commencement of construction of the tower. The purchase price of the tower shall
be the sum of the prior 12 months  trailing  cash flow  multiplied  by ten. This
Noncompetition Agreement shall exclude other interests currently constructed and
held by the  Sellers  and not sold  hereby.  Purchaser  hereby  consents  to the
development of the Mattapoisett antenna site.

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

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

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

                  (j) Duly  executed  Massachusetts  Quitclaim  Deed for the Old
County Road site in Wareham and a title insurance commitment and final policy in
favor of Purchaser, in a form and substance acceptable to Purchaser.

                                       14
<PAGE>


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

         8.3  Documents To Be Delivered by Purchaser.

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

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

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

         8.4 Closing Expenses.

         All title  insurance  fees or premiums,  state  transfer taxes or other
fees  payable as a result of this  transaction  shall be paid by Seller.  Seller
shall pay all invoices,  fees,  charges,  taxes,  expenses or other  obligations
which are accrued but unbilled at the Closing Date.

9. Law Governing/Jurisdiction/Venue.

         This  Agreement and all  transactions  contemplated  by this  Agreement
shall be governed by and construed and enforced in accordance  with the internal
laws of the State of Massachusetts  without regard to principles of conflicts of
laws. The parties  acknowledge  that a substantial  portion of negotiations  and
anticipated  performance of this Agreement occurred or shall occur in Palm Beach
County, Florida, and that, therefore, without limiting the jurisdiction or venue
of any other  federal  or state  courts,  each of the  parties  irrevocably  and
conditionally (i) agrees that any suit, action or other legal proceeding arising
out of or relating to this  Agreement  may be brought in the courts of record of
the State of Florida in Palm Beach County,  or the courts of the United  States,
Southern  District of Florida;  (ii) consents to the  jurisdiction  of each such
court in any such suit,  action or  proceeding;  and (iii) waives any  objection
which it may have to the laying of venue of any such suit,  action or proceeding
in any such court, provided,  however, that the parties agree that any action to
determine entitlement to the Deposit shall occur in Massachusetts.

10.      Assignment.

         This  Agreement  shall not be assigned  by any party  without the prior
written  consent of the other  parties  which  consent may be  withheld  for any
reason and any attempted  assignment  without such written consent shall be null
and void and without  legal  effect,  except that this  Agreement

                                       15

<PAGE>

may  be  freely  assigned  by  Purchaser  to  any  corporation  wholly-owned  by
Purchaser.  This Agreement shall be binding upon and inure to the benefit of the
respective  parties  hereto and their  successors,  assigns,  heirs,  executors,
administrators,  and personal  representatives  (if the consent required by this
Article 10 is properly secured if required).

11.      Amendment and Modification.

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

12.      Termination and Abandonment.

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

         (a)  By mutual consent of Purchaser and Company;

         (b)  By Purchaser:

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

         (c)  By Sellers:

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

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

13.      Survival.

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

14.      Default.

                                       16
<PAGE>



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

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

15.      Notices.

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

         (a) If to Sellers,  to Mr. John C.  Santangelo,  258 Main Street,  Unit
D-1, Buzzards Bay,  Massachusetts  02532, with a copy to Daniel C. Perry,  Esq.,
388 County Street,  New Bedford,  Massachusetts  02740 ; or to such other person
and place as Sellers shall furnish to Purchaser by Notice; or

         (b) If to  Purchaser,  to  James  S.  Eisenstein,  Esq.  at 6400  North
Congress Avenue,  Suite 1750, Boca Raton,  Florida 33487, with a copy to John F.
Flanigan,  Esquire, Moyle, Flanigan,  Katz, Kolins, Raymond & Sheehan, P.A., 625
North Flagler Drive, 9th Floor, West Palm Beach,

Florida 33401,  or to such other person and place as Purchaser  shall furnish to
Seller by Notice.

16.      Announcements.

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

17.      Entire Agreement.

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

18.      Counterparts.

                                       17
<PAGE>



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

19.      Headings.

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

20.      Further Documents.

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

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

WITNESSES:                                  SELLERS:

(1)______________________________           ___________________________________
                                            JOHN C. SANTANGELO
(2)______________________________
   As to Santangelo

(1)______________________________           ___________________________________
                                            GERALD HARKINS
(2)______________________________
   As to Harkins
                                            SOUTHEAST COMMUNICATIONS, INC.

(1)______________________________           By:________________________________
                                                 John C. Santangelo, President
(2)______________________________
   As to Southeast Communications, Inc.
                                            PURCHASER:

                                            AMERICAN TOWER SYSTEMS, INC.

(1)______________________________           By:________________________________
                                                 Name: ________________________
(2)______________________________                Its: _________ President
   As to Purchaser
                                       18
<PAGE>

                                    SCHEDULES


1.       Tenant Leases.

2.       Realty.

3.       Personalty.

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

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

6.       Insurance.

7.       Current or Anticipated Development Projects of Company.