Exhibit 10.1a









                            ASSET PURCHASE AGREEMENT

                                 By and Between

                          AMERICAN TOWER SYSTEMS, INC.

                                       and

                     COMMUNICATION SYSTEMS DEVELOPMENT, INC.

                                   Dated as of

                                  May 27, 1997












<PAGE>


<TABLE>
<CAPTION>

                                                 TABLE OF CONTENTS
<S>              <C>                                                                                             <C>
 
ARTICLE 1         DEFINED TERMS...................................................................................1

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

ARTICLE 3         REPRESENTATIONS AND WARRANTIES OF CSD...........................................................4
                  3.1      Organization and Business; Power and Authority; Effect of Transaction..................4
                  3.2      Materiality............................................................................5
                  3.3      Title to Properties; Leases............................................................5
                  3.4      Compliance with Private Authorizations.................................................5
                  3.5      Compliance with Governmental Authorizations and Applicable Law.........................6
                  3.6      Intangible Assets......................................................................7
                  3.7      Insurance..............................................................................7
                  3.8      Absence of Sensitive Payments..........................................................7
                  3.9      Inapplicability of Specified Statutes..................................................7
                  3.10     Material Agreements....................................................................7
                  3.11     Material and Adverse Restrictions......................................................7
                  3.12     Broker or Finder.......................................................................8
                  3.13     Environmental Matters..................................................................8

ARTICLE 4         REPRESENTATIONS AND WARRANTIES OF ATS...........................................................8
                  4.1      Organization and Business; Power and Authority; Effect of Transaction..................8
                  4.2      Broker or Finder.......................................................................9
                  4.3      Solvency...............................................................................9
                  4.4      No Legal Action........................................................................9

ARTICLE 5         COVENANTS.......................................................................................9
                  5.1      Access to Information; Confidentiality.................................................9
                  5.2      Agreement to Cooperate.  .............................................................10
                  5.3      Public Announcements..................................................................11
                  5.4      Notification of Certain Matters.......................................................11
                  5.5      No Solicitation.......................................................................11
                  5.6      Conduct of Business by CSD Pending the Closing........................................12

ARTICLE 6         CLOSING CONDITIONS.............................................................................12
                  6.1      Conditions to Obligations of Each Party...............................................12
                  6.2      Conditions to Obligations of ATS......................................................13
                  6.3      Conditions to Obligations of CSD......................................................14

ARTICLE 7         TERMINATION, AMENDMENT AND WAIVER..............................................................15
                  7.1      Termination...........................................................................15
                  7.2      Effect of Termination.................................................................16

ARTICLE 8         INDEMNIFICATION................................................................................17
                  8.1      Survival..............................................................................17
                  8.2      Indemnification.......................................................................17
                  8.3      Limitation of Liability...............................................................18

                                                       

<PAGE>



                  8.4      Notice of Claims......................................................................18
                  8.5      Defense of Third Party Claims.........................................................18
                  8.6      Exclusive Remedy......................................................................18

ARTICLE 9         GENERAL PROVISIONS.............................................................................19
                  9.1      Amendment.............................................................................19
                  9.2      Waiver................................................................................19
                  9.3      Fees, Expenses and Other Payments.....................................................19
                  9.4      Notices...............................................................................19
                  9.5      Specific Performance; Other Rights and Remedies.......................................20
                  9.6      Severability..........................................................................20
                  9.7      Counterparts..........................................................................21
                  9.8      Section Headings......................................................................21
                  9.9      Governing Law.........................................................................21
                  9.10     Further Acts..........................................................................21
                  9.11     Entire Agreement......................................................................21
                  9.12     Assignment............................................................................21
                  9.13     Parties in Interest...................................................................22
                  9.14     Mutual Drafting.......................................................................22
</TABLE>

APPENDIX A:       Definitions

SCHEDULES:

         CSD Disclosure Schedule

EXHIBITS:

   EXHIBIT A:        Form of LLC Agreement (Section 6.2(f) and Section 6.3 (d))
   EXHIBIT B:        Form of Noncompetition Agreement Section 6.2(h))






                                      -ii-

<PAGE>


                            ASSET PURCHASE AGREEMENT

         This Asset Purchase Agreement (this "Agreement") is dated as of May 27,
1997 by and  between  American  Tower  Systems,  Inc.,  a  Delaware  corporation
("ATS"), and Communication Systems Development,  Inc., a California  corporation
("CSD").

         WHEREAS,  CSD leases  forty-two (42) sites (the  "Entitled  Sites") for
which CSD has completed all activities  related to the  acquisition and land use
entitlements and sixteen (16) sites (the "Remaining Sites") for which zoning and
other land use  approvals  have not been  obtained,  and on all sixty (60) sites
(the "Sites") it is proposed to construct and operate  communication towers (the
"CSD Central Valley Business");

         WHEREAS,  ATS and CSD desire to form a limited  liability company under
the laws of the State of Delaware  ("LLC")  pursuant to an  agreement of limited
liability  company  substantially  in the form of Exhibit A attached  hereto and
made a part hereof (the "LLC Agreement");

         WHEREAS,  ATS desires to purchase  from CSD, and CSD desires to sell to
ATS, an undivided  seventy percent (70%) interest in the CSD Assets on the terms
and conditions hereinafter set forth;

         WHEREAS,  ATS and CSD desire to transfer to LLC, and LLC shall  assume,
all of their respective right,  title and interest in the CSD Assets so that the
CSD Assets will be ultimately owned and operated by LLC; and

         WHEREAS, prior to the execution and delivery of this Agreement, ATS and
CSD have entered into an escrow agreement (the "Escrow Agreement") with The Bank
of Stockton,  Stockton,  California (the "Escrow Agent"),  pursuant to which ATS
has made a deposit of $100,000 (the "Escrow Deposit");

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


                                    ARTICLE 1

                                  DEFINED TERMS

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


<PAGE>

                                    ARTICLE 2

                           SALE AND PURCHASE OF ASSETS

         2.1 Agreement to Sell and Buy.  Subject to the terms and conditions set
forth in this Agreement, CSD hereby agrees to sell, assign, transfer and deliver
to ATS at the Closing,  and ATS agrees to purchase at the Closing,  an undivided
seventy percent (70%) interest in the CSD Assets, free and clear of any Liens of
any  nature  whatsoever  except  for  Permitted  Liens.  For  purposes  of  this
Agreement, the term "CSD Assets" shall mean all of the Entitled Sites and all of
the  Remaining  Sites (a true,  correct and accurate list of all of which is set
forth  in  Section  2.1 of the  CSD  Disclosure  Schedule),  together  with  all
Governmental  Authorizations,  Private  Authorizations,  Material Agreements and
other  Contracts  related  thereto  (a  true,   correct  and  complete  list  or
description of which is set forth in the relevant sections of the CSD Disclosure
Schedule).

         2.2 Assumption of Liabilities and Obligations.

         (a) At the Closing,  LLC shall assume and agree to pay,  discharge  and
perform any and all  obligations and  liabilities  that are directly  associated
with or related  to the CSD  Assets  that  become  due after the  Closing  Date,
including, but not limited to, Pro Ratable Taxes and all lease payments that are
due and owing for any of the Entitled  Sites and the  Remaining  Sites (the "CSD
Assumed  Obligations");  provided,  however, that notwithstanding the foregoing,
ATS shall not assume and agree to pay, and shall not be  obligated  with respect
to, the CSD Nonassumed Obligations.

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

                  (i)  the  ownership  or  operation  of the CSD  Assets  or the
         conduct of the CSD Central  Valley  Business prior to the Closing Date,
         including without  limitation Taxes (other than Pro Ratable Taxes), any
         Legal  Actions  or other  Claims  and any  obligations  or  liabilities
         relating to Environmental Law;

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

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

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

         (c)  Anything in this  Section or  elsewhere  in this  Agreement to the
contrary  notwithstanding,  the term  "CSD  Nonassumed  Obligations"  shall  not
include,  and the term "CSD Assumed  Obligations"  shall include,  any liability
arising out of the transfer or  assignment to LLC of, or the use or enjoyment of
the benefits by LLC under, any Contract,  Governmental  Authorization or Private
Authorization  the transfer or assignment of which  (according to Section 2.2(c)
of the CSD  Disclosure  Schedule)  requires  or may  require  the consent of any
Authority or other third party (collectively, the "Nonassignable Contracts"), if
ATS  has,  on or  prior  to  the  Closing  Date,  notified  CSD in  writing  (an
"Acceptance  Notice")  that ATS consents to the transfer or  assignment  of such
Nonassignable  Contract to LLC despite the failure or inability of CSD to obtain
the  approval  or consent of an  Authority  or other  Person  whose  approval or
consent is required pursuant to the terms of such Nonassignable Contract, or ATS
elects to have LLC receive the benefits of such

                                       -2-


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Nonassumable  Contract, in either of which events, if the approval or consent of
an  Authority  or other  Person  applicable  to transfer  of such  Nonassignable
Contract  is required to be  obtained  as a  condition  to ATS'  obligations  at
Closing  pursuant to the  provisions of Section  6.1(a),  6.2(d) or 6.2(h),  ATS
shall be deemed to have waived such condition with respect to such Nonassignable
Contract.  With respect to any  Nonassignable  Contract for which the applicable
consent  of  any  Authority  or  other  Person  is  not  obtained  prior  to the
Termination Date and for which ATS does not timely deliver an Acceptance  Notice
as  described in the  preceding  sentence,  CSD and ATS shall  negotiate in good
faith to reach an  equitable  sharing of the rights and  obligations  under such
Nonassignable Contracts.

         (d)  Notwithstanding  anything  contained  in  this  Agreement  to  the
contrary,  except as set forth in Section 2.2(d) of the CSD Disclosure Schedule,
all items of income and expense  (including  without  limitation with respect to
rent,  utility  charges,  Pro Ratable Taxes and wages,  salaries and accrued but
unused vacation of CSD employees) arising from the ownership or operation of the
CSD Assets or the conduct of the CSD Central  Valley  Business shall be prorated
as of 12:01 a.m.,  Eastern time,  on the Closing Date,  with CSD entitled to and
responsible  for any such items on or prior to the Closing Date and ATS entitled
to and  responsible  for any such items relating to any subsequent  period.  For
these  purposes,  Pro Ratable Taxes  attributable to a period that begins before
and ends after the  Closing  Date  shall be treated on a "closing  of the books"
basis as two partial  periods,  one ending at the close of the Closing  Date and
the other  beginning on the day after the Closing Date,  except that Pro Ratable
Taxes (such as property Taxes) imposed on a periodic basis shall be allocated on
a daily basis. If either party shall have received any such revenues or paid any
such expenses or charges which, pursuant to the terms hereof, the other party is
entitled to or responsible for, it shall furnish the other party with a detailed
statement  of any such  items as soon as  practicable  after  receipt or payment
thereof.  The parties  shall use their best efforts to agree upon such items and
other  adjustments  prior to the Closing  Date and, in any event,  except as set
forth in Section 2.2(c) of the CSD Disclosure  Schedule,  within sixty (60) days
thereafter.  If the  parties  are unable  within  such period to agree upon such
items and other  adjustments,  CSD and ATS shall,  within the following ten (10)
days, jointly designate a nationally known independent public accounting firm to
be  retained  to review  such  items and other  adjustments.  The fees and other
expenses of retaining such  independent  public  accounting  firm shall be borne
equally by CSD and ATS. Such firm shall report its  conclusions as to such items
and  other  adjustments  pursuant  to this  Section  and  such  report  shall be
conclusive  on all  parties  to this  Agreement  and not  subject  to dispute or
review.  Upon such agreement or  determination  by such  independent  accounting
firm, CSD or ATS, as the case may be, shall  promptly  reimburse the other party
for any income  received or expenses paid by the other party and not  previously
reimbursed or any other adjustment required by this Section.

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

         2.3  Closing;  Purchase  Price.  The closing of the  Transactions  (the
"Closing") shall take place at Sullivan & Worcester LLP, One Post Office Square,
Boston,  Massachusetts 02109, at 10:00 a.m., local time, on May 29, 1997 or such
other  date,  prior to the  Termination  Date,  as the  parties  may agree  (the
"Closing Date"). At the Closing,  each of the parties and LLC shall deliver such
bills of sale,  assignments,  assumptions  of  liabilities,  opinions  and other
instruments  and  documents  as are  described  in this  Agreement  or as may be
otherwise  reasonably requested by the parties and their respective counsel. The
purchase  price for the  interest in the CSD Assets  being  acquired by ATS (the
"Purchase  Price") shall be an amount equal to the sum of (a) $790,000,  subject
to adjustment as provided in Section 2.2(d), plus an amount equal to the Prepaid
Expenses  and  minus  an  amount  equal  to the sum of (i)  the  CSD  Nonassumed
Obligations,  if any, which ATS agrees to assume, and (ii) Prepaid Revenues (the
"Base  Purchase  Price"),  and (b) the Entitled Site Payment.  The Base Purchase
Price shall be payable by (a) ATS  instructing  the Escrow  Agent to deliver the
Escrow Deposit (together with interest and other increments thereto) to CSD, and
(b) wire transfer of immediately  available  funds to CSD for the balance of the
Base Purchase Price to such account (or accounts) as CSD shall

                                       -3-


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designate  in  written  instructions  to ATS  delivered  not later  than two (2)
business days prior to the Closing. The CSD LLC Interest shall be deliverable by
the execution  and delivery of the LLC  Agreement at the Closing.  ATS agrees to
pay any and all costs incurred by CSD with respect to procuring any construction
permits for each of the Entitled Sites, including,  but not limited to, fees and
costs for surveys,  geotechnical reports, construction drawings and permit fees.
Such costs are  exclusive of and/or in addition to the Entitled  Site Payment of
$5,000.  The "Entitled  Site  Payment"  shall mean an amount equal to $5,000 for
each of the Entitled  Sites and shall be payable,  from time to time,  by ATS or
LLC  within ten (10)  business  days of the  receipt  by LLC of notice  from all
applicable  Authorities  that  all  Governmental   Authorizations  necessary  to
construct a  communication  tower on the Entitled Site as to which payment is to
be made have been fully approved.


                                    ARTICLE 3

                      REPRESENTATIONS AND WARRANTIES OF CSD

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

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

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

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

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

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

                                       -4-


<PAGE>



         conflict with,  breach or violation of, or default under, or permit any
         such  acceleration  in, any  Contractual  Obligation of CSD, other than
         those constituting CSD Nonassumed Obligations; or

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

         (d)      CSD does not have any Subsidiaries.

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

         3.3      Title to Properties; Leases.

         (a)      CSD does not own any real property.

         (b)  Section  3.3(b) of the CSD  Disclosure  Schedule  contains a true,
accurate and complete  description  of all Leases under which any real  property
used in the CSD Central Valley Business is leased. Except as otherwise set forth
in Schedule 3.3(b) of the CSD Disclosure Schedule, each Lease or other occupancy
or other agreement under which CSD holds real or personal property  constituting
a part of the CSD Assets has been duly authorized, executed and delivered by CSD
and, to CSD's  knowledge,  each of the other  parties  thereto,  and is a legal,
valid and binding obligation of CSD, and, to CSD's knowledge,  each of the other
parties  thereto,  enforceable  in  accordance  with its  terms,  except as such
enforceability may be limited by bankruptcy,  moratorium, insolvency and similar
laws  affecting the rights and remedies of creditors and  obligations of debtors
generally  and by  general  principles  of  equity.  CSD has a  valid  leasehold
interest in and enjoys  peaceful  and  undisturbed  possession  under all Leases
pursuant to which it holds any such real property or tangible personal property.
All of such  Leases  are  valid and  subsisting  and in full  force and  effect;
neither CSD nor, to CSD's  knowledge,  any other party  thereto,  is in material
default  in the  performance,  observance  or  fulfillment  of  any  obligation,
covenant or condition  contained in any such Lease.  None of the fixed assets or
equipment  comprising  a part of the CSD Assets is subject to contracts of sale,
and none is held by CSD as lessee or as conditional sales vendee under any Lease
or  conditional  sales  contract  and none is  subject  to any  title  retention
agreement, except as set forth in Section 3.3(b) of the CSD Disclosure Schedule.

         3.4  Compliance  with  Private  Authorizations.  Section 3.4 of the CSD
Disclosure   Schedule  sets  forth  a  true,  accurate  and  complete  list  and
description of each Private  Authorization which individually is material to the
CSD Assets or the CSD Central  Valley  Business.  CSD has  obtained  all Private
Authorizations  which are  necessary  for the  ownership or operation of the CSD
Assets or the conduct of the CSD Central Valley  Business which, if not obtained
and maintained,  could,  individually or in the aggregate,  materially adversely
affect CSD. All of such Private  Authorizations  are valid and in good  standing
and are in full force and effect.  CSD is not in breach or  violation  of, or in
default in the  performance,  observance  or  fulfillment  of, any such  Private
Authorization,  and no Event exists or has occurred,  which constitutes,  or but
for any  requirement  of  giving  of notice  or  passage  of time or both  would
constitute,  such a  breach,  violation  or  default,  under  any  such  Private
Authorization,  except for such  defaults,  breaches or violations as do not and
will not have in the  aggregate  any  material  adverse  effect on CSD.  No such
Private  Authorization  is the subject of any  pending  or, to CSD's  knowledge,
threatened attack, revocation or termination.


                                       -5-


<PAGE>



       3.5 Compliance with Governmental Authorizations and Applicable Law.

         (a)  Section  3.5(a) of the CSD  Disclosure  Schedule  contains a true,
complete and accurate  description of each Governmental  Authorization  required
under Applicable Laws (i) to own and operate the CSD Central Valley Business, as
currently conducted or proposed to be conducted on or prior to the Closing Date,
all of which are in full  force and effect or (ii) that is  necessary  to permit
CSD to  execute  and  deliver  this  Agreement  and to perform  its  obligations
hereunder. CSD has obtained all Governmental  Authorizations which are necessary
for the  ownership  or  operation  of the CSD  Assets or the  conduct of the CSD
Central  Valley  Business  as now  conducted  and  which,  if not  obtained  and
maintained,  would,  individually or in the aggregate, have any material adverse
effect on CSD. None of the Governmental  Authorizations listed in Section 3.5(a)
of the CSD Disclosure  Schedule is subject to any restriction or condition which
would limit in any  material  respect the  ownership  or  operations  of the CSD
Assets or the conduct of the CSD Central Valley Business as currently conducted,
except for  restrictions  and conditions  generally  applicable to  Governmental
Authorizations of such type. The Governmental  Authorizations  listed in Section
3.5(a) of the CSD  Disclosure  Schedule are valid and in good  standing,  are in
full force and effect and are not impaired in any material respect by any act or
omission  of CSD or its  officers,  directors,  employees  or  agents,  and  the
ownership  or  operation  of the CSD Assets or the  conduct  of the CSD  Central
Valley Business are in accordance in all material respects with the Governmental
Authorizations.  All material reports, forms and statements required to be filed
by CSD with all Authorities with respect to the CSD Central Valley Business have
been filed and are true, complete and accurate in all material respects. No such
Governmental Authorization is the subject of any pending or, to CSD's knowledge,
threatened  challenge or proceeding to revoke or terminate any such Governmental
Authorization.  CSD  has  no  reason  to  believe  that  any  such  Governmental
Authorization  would not be renewed in the name of CSD by the granting Authority
in the ordinary course.

         (b) Except as otherwise specifically described in Section 3.5(b) of the
CSD  Disclosure  Schedule,  neither CSD nor any director or officer  thereof (in
connection  with  ownership or operation of the CSD Assets or the conduct of the
CSD Central  Valley  Business) is in or is charged by any Authority  with or, to
CSD's  knowledge,  at any time  since  January  1,  1993 has been in or has been
charged by any Authority  with, or, to CSD's  knowledge,  is threatened or under
investigation  by any  Authority  with respect to,  breach or  violation  of, or
default in the  performance,  observance  or  fulfillment  of, any  Governmental
Authorization  or any  Applicable Law relating to the ownership and operation of
the CSD Assets or the conduct of the CSD Central Valley Business. In particular,
but without limiting the generality of the foregoing, there are no applications,
complaints or Legal Actions pending or, to CSD's knowledge, threatened before or
by any Authority (x) relating to the ownership or operation of the CSD Assets or
the conduct of the CSD Central Valley  Business  which,  individually  or in the
aggregate,  are reasonably  likely to result in the revocation or termination of
any  Governmental  Authorization  or the imposition of any restriction of such a
nature as would adversely affect the ownership or operation of the CSD Assets or
the conduct of the CSD Central Valley Business; (y) involving charges of illegal
discrimination  by CSD  under  any  federal  or state  employment  Laws,  or (z)
involving  Environmental  Laws or zoning laws, except as otherwise  specifically
described in Section 3.5(b) of the CSD Disclosure Schedule.

         (c) Except as otherwise specifically described in Section 3.5(c) of the
CSD  Disclosure  Schedule,  no Event  exists or has  occurred,  which,  to CSD's
knowledge,  constitutes,  or but for any  requirement  of  giving  of  notice or
passage of time or both would constitute,  such a breach,  violation or default,
under (i) any Governmental  Authorization or any Applicable Law, except for such
breaches, violations or defaults as do not and will not have, individually or in
the  aggregate,  any  material  adverse  effect  on CSD  or  (ii)  any  material
requirement of any insurance carrier,  applicable to the ownership or operations
of the CSD Assets or the conduct of the CSD Central Valley Business.


                                       -6-


<PAGE>



         (d) With respect to matters, if any, of a nature referred to in Section
3.5(a),  3.5(b) or 3.5(c) of the CSD  Disclosure  Schedule,  except as otherwise
specifically  described in Section  3.5(d) of the CSD Disclosure  Schedule,  all
such  information  and  matters  set forth in the CSD  Disclosure  Schedule,  if
adversely  determined  against CSD, will not,  individually or in the aggregate,
have a materially adversely effect on CSD.

         3.6 Intangible  Assets.  CSD does not own or use any Intangible  Assets
(other than Governmental  Authorizations and Private Authorizations) relating to
the  ownership and operation of the CSD Assets or the conduct of the CSD Central
Valley  Business.  CSD does not, to its knowledge,  wrongfully  infringe upon or
unlawfully  use any Intangible  Assets owned or claimed by another,  and CSD has
not  received  any  notice of any  claim or  infringement  relating  to any such
Intangible Asset.

         3.7 Insurance.  CSD  maintains,  with respect to the CSD Assets and the
CSD  Central  Valley  Business,  policies  of fire  and  extended  coverage  and
casualty,  liability  and other forms of  insurance  in such amounts and against
such  risks and  losses as are set forth in  Section  3.7 of the CSD  Disclosure
Schedule.

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

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

         3.10 Material Agreements.  Listed on Section 3.10 of the CSD Disclosure
Schedule are all Material  Agreements  relating to the ownership or operation of
the CSD Assets or the conduct of the business of the CSD Central Valley Business
or to which  CSD is a party  or to  which  it is  bound or which  any of the CSD
Assets is subject.  True,  accurate and complete copies of each of such Material
Agreements  have been made available by CSD to ATS and CSD has provided ATS with
photocopies of all such Material Agreements  requested by ATS (or true, accurate
and complete descriptions thereof have been set forth in Section 3.10 of the CSD
Disclosure  Schedule,  with  respect to Material  Agreements  comprised  of site
leases and site  licenses  granted by CSD to third  parties and with  respect to
Material  Agreements that are oral). All of such Material  Agreements are valid,
binding and legally enforceable obligations of CSD and, to CSD's knowledge,  all
other  parties  thereto,  except  as  such  enforceability  may  be  limited  by
bankruptcy,  moratorium,  insolvency  and similar laws  affecting the rights and
remedies  of  creditors  and  obligations  of debtors  generally  and by general
principles of equity.  CSD has duly complied with all of the material  terms and
conditions  of each such Material  Agreement  and has not done or performed,  or
failed to do or perform  (and there is no pending or, to the  knowledge  of CSD,
Claim threatened in writing that CSD has not so complied,  done and performed or
failed to do and perform) any act which would  invalidate or provide grounds for
the other party thereto to terminate (with or without notice, passage of time or
both) such Material Agreement or impair the rights or benefits,  or increase the
costs, of CSD under any of such Material Agreements in any material respect.

         3.11  Material  and  Adverse  Restrictions.  CSD is not a  party  to or
subject  to,  nor is any of the CSD  Assets  subject  to,  any  Applicable  Law,
Governmental  Authorization,  Contractual  Obligation,  Employment  Arrangement,
Material  Agreement  or  Private  Authorization,  or  any  other  obligation  or
restriction of any kind

                                       -7-


<PAGE>



or character, which now has or, as far as CSD can now reasonably foresee, at any
time in the future,  individually  or in the  aggregate,  is likely to have, any
material  adverse effect on CSD,  except as set forth in Section 3.11 of the CSD
Disclosure Schedule.

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

         3.13 Environmental Matters.  Except as set forth in Section 3.13 of the
CSD Disclosure Schedule, with respect to the CSD Assets and the CSD Assets, CSD:

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

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

                  (c) is  not a  party  in  interest  or in  default  under  any
         judgment,  order,  writ,  injunction or decree  issued  pursuant to any
         Environmental Law;

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

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


                                    ARTICLE 4

                      REPRESENTATIONS AND WARRANTIES OF ATS

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

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

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

         (b) ATS has all  requisite  corporate  power  and  corporate  authority
necessary  to enable it to execute and deliver,  and to perform its  obligations
under,  this Agreement and each Collateral  Document  executed or required to be
executed by it pursuant hereto or thereto or to consummate the Transactions; and

                                       -8-


<PAGE>



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

         (c) Except for matters which would have not material  adverse effect on
ATS,  neither  the  execution  and  delivery  by ATS of  this  Agreement  or any
Collateral Document executed or required to be executed by it pursuant hereto or
thereto,  nor the consummation by ATS of the  Transactions,  nor compliance with
the terms, conditions and provisions hereof or thereof by ATS:

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

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

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

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

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


                                    ARTICLE 5

                                    COVENANTS

         5.1      Access to Information; Confidentiality.

         (a) CSD shall  afford  to ATS and its  accountants,  counsel,  lenders,
financial advisors and other representatives (the "Representatives") full access
during normal business hours  throughout the period prior to the Closing Date to
all of CSD's properties,  books,  contracts,  commitments and records (including
without  limitation Tax returns)  relating to the CSD Assets and the CSD Central
Valley Business and, during such period, shall furnish promptly upon request (i)
a copy of each report,  schedule and other  document filed or received by any of
them pursuant to the  requirements of any Applicable Law or filed by it with any
Authority  in  connection  with the  Transactions  or which may have an  adverse
effect on the CSD Assets or the CSD Central Valley  Business or the  businesses,
operations, properties, prospects, personnel, condition (financial or other), or
results of operations thereof, (ii) all financial records,  ledgers, work papers
and other sources of

                                       -9-


<PAGE>



financial  information possessed and controlled by CSD or its accountants deemed
by ATS or its Representatives  necessary or useful for the purpose of performing
an audit of the CSD Assets and the CSD Central  Valley  Business and  certifying
financial statements and financial information, and (iii) such other information
in the  possession or control of CSD or its  accountants  concerning  any of the
foregoing as ATS shall reasonably request; provided, however, that CSD shall not
be  required  to permit any such  access to the extent  same would  unreasonably
interfere with CSD's normal  business  operations.  All  non-public  information
relating to the CSD Assets or the CSD Central Valley Business furnished prior to
the  execution,  or pursuant to the  provisions,  of this  Agreement,  including
without  limitation  this  Section,  will be kept  confidential  and shall  not,
without  the prior  written  consent of CSD, be  disclosed  by ATS in any manner
whatsoever,  in whole or in part, and shall not be used for any purposes,  other
than in connection  with the  Transactions.  In no event shall ATS or any of its
Representatives  use such  information  to the  detriment  of CSD. ATS agrees to
reveal such  information only to those of its  Representatives  or other Persons
who  need  to  know  such   information   for  the  purpose  of  evaluating  the
Transactions,  who are informed of the  confidential  nature of such information
and who shall  undertake to act in accordance  with the terms and  conditions of
this  Agreement.  From and after the Closing,  CSD shall not,  without the prior
written consent of ATS,  disclose any information with respect to the CSD Assets
or the CSD Central Valley Business,  and no such  information  shall be used for
any purposes,  other than in connection  with the  Transactions or to the extent
required by Applicable Law.

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

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

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

         5.2 Agreement to Cooperate.

         (a) Each of the parties  hereto shall use reasonable  business  efforts
(x) to take,  or cause to be taken,  all actions and to do, or cause to be done,
all things necessary, proper or advisable under Applicable Law to consummate the
Transactions,  and (y) to refrain from taking,  or cause to be taken, any action
and to refrain from doing or causing to be done, any thing which could impede or
impair the consummation of the Transactions,  including,  in all cases,  without
limitation  using its reasonable  business  efforts (i) to prepare and file with
the applicable  Authorities  as promptly as  practicable  after the execution of
this Agreement all requisite applications and amendments thereto,  together with
related information,  data and exhibits, necessary to request issuance of orders
approving the  Transactions  by all such applicable  Authorities,  each of which
must be obtained or become final to the extent provided in Section 6.1(a),  (ii)
to  obtain  all  necessary  or  appropriate  waivers,  consents  and  approvals,
including without limitation those referred to in Section 6.2(d),

                                      -10-


<PAGE>



(iii) to effect all necessary registrations,  filings and submissions (including
without  limitation  all  filings  necessary  for ATS to own and operate the CSD
Assets and conduct the CSD Central Valley Business), (iv) to lift any injunction
or other legal bar to the  Transactions  (and, in such case, to proceed with the
Transactions as expeditiously  as possible),  and (v) to obtain the satisfaction
of the conditions specified in Article 6, including without limitation the truth
and  correctness as of the Closing Date as if made on and as of the Closing Date
of the  representations  and  warranties of such party and the  performance  and
satisfaction  as of the Closing  Date of all  agreements  and  conditions  to be
performed or satisfied by such party.

         (b) The parties shall  cooperate  with one another in the  preparation,
execution and filing of all Tax returns, questionnaires,  applications, or other
documents  regarding any real property transfer or gains,  sales, use, transfer,
value  added,   stock  transfer  and  stamp  Taxes,  any  transfer,   recording,
registration  and other fees,  and any similar  Taxes  which  become  payable in
connection with the  Transactions  that are required or permitted to be filed on
or before the Closing Date.

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

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

         5.5 No  Solicitation.  CSD shall not, nor shall it knowingly permit any
of its Representatives  (including,  without limitation,  any investment banker,
broker, finder, attorney or accountant retained by it) to, initiate,  solicit or
facilitate,  directly or indirectly, any inquiries or the making of any proposal
with  respect  to any  Alternative  Transaction,  engage in any  discussions  or
negotiations concerning,  or provide to any other Person any information or data
relating to, it or any Subsidiary for the purposes of, or otherwise cooperate in
any way with or assist or  participate  in, or  facilitate  any inquiries or the
making of any proposal which constitutes,  or may reasonably be expected to lead
to, a proposal  to seek or effect any  Alternative  Transaction,  or agree to or
endorse  any  Alternative   Transaction.   "Alternative   Transaction"  means  a
transaction  or series of related  transactions  (other  than the  Transactions)
resulting in (i) any merger or  consolidation,  regardless of whether CSD is the
surviving  Entity  unless the  surviving  Entity  remains  obligated  under this
Agreement to the same extent as it was, or (ii) any sale or other disposition of
all or any  substantial  part  of the  CSD  Assets  or the  CSD  Central  Valley
Business.  The  provisions  of  this  Section  shall  apply  to  each  of  CSD's
Subsidiaries.  If CSD or any of its  Representatives  receives  any inquiry with
respect to an Alternative

                                      -11-


<PAGE>



Transaction  while this  Agreement is in effect,  CSD shall inform the inquiring
party that it is not entitled to enter into discussions or negotiations relating
to an Alternative Transaction.

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

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

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

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

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

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

                  (f) not (i)  dispose of any of the CSD Assets  owned by CSD or
         used in the operation of the CSD Central Valley Business or (ii) modify
         or change in any material respect, or enter into, any Lease or Material
         Agreement relating to any of the CSD Assets.

With respect to any  transaction or act proposed to be entered into or performed
by CSD which,  pursuant to  Sections  5.1(a)  through  (f),  requires  the prior
approval of ATS, ATS shall be deemed to have approved same unless written notice
of disapproval is received by CSD within five (5) business days after receipt by
ATS of a written request for approval made by CSD.


                                    ARTICLE 6

                               CLOSING CONDITIONS

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


                                      -12-


<PAGE>



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

                  (b) All authorizations, consents, waivers, orders or approvals
         required  to  be  obtained  from  all  Authorities,  and  all  filings,
         submissions, registrations, notices or declarations required to be made
         by ATS and CSD with any  Authority,  prior to the  consummation  of the
         Transactions,  shall have been obtained  from,  and made with, all such
         Authorities, except for such authorizations, consents, waivers, orders,
         approvals, filings,  registrations,  notices or declarations as are set
         forth in Section 6.1(b) of the CSD  Disclosure  Schedule or the failure
         to obtain or make would not,  in the  reasonable  business  judgment of
         ATS,  have a  material  adverse  effect  on the CSD  Assets  or the CSD
         Central Valley Business; and

                  (c) LLC shall have  executed and delivered  this  Agreement as
         set forth below.

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

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

                  (b) CSD shall have  furnished  ATS and, at ATS'  request,  any
         bank or other  financial  institution  providing  credit to ATS, with a
         favorable opinion, dated the Closing Date of Taylor, Scott, Nichols and
         Matteucci,  counsel for CSD,  with  respect to the matters set forth in
         Sections  3.1(a),  (b) and (c),  3.5(b) and 3.9, and such other matters
         arising  after  the  date  of  this   Agreement  and  incident  to  the
         Transactions,  as ATS or its  counsel  or its  counsel  may  reasonably
         request  or which  may be  reasonably  requested  by any  such  bank or
         financial institution or their respective counsel;

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


                                      -13-


<PAGE>



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

                  (e) CSD shall have  delivered  or cause to be delivered to ATS
         all of the Collateral  Documents  (including without limitation the LLC
         Agreement) and other agreements,  documents and instruments required to
         be delivered  by CSD to ATS at or prior to the Closing  pursuant to the
         terms of this Agreement;

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

                  (g) Each of the individuals  named therein shall have executed
         and delivered to ATS an agreement  substantially in the form of Exhibit
         B  attached  hereto  and made a part  hereof  (the "ATS  Noncompetition
         Agreements");

                  (h) CSD shall have delivered to ATS all use permits,  consents
         or other Governmental  Authorizations of and all Leases from the United
         States Forest  Service,  if any, set forth in Section 6.2(h) of the CSD
         Disclosure Schedule; and

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

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

                  (a) All agreements, certificates, opinions and other documents
         required to be delivered  pursuant to the  provisions of this Agreement
         shall be reasonably satisfactory in form, scope and

                                      -14-


<PAGE>



         substance  to CSD and its counsel,  and CSD and its counsel  shall have
         received all information and copies of all documents, including records
         of  corporate  proceedings,   which  they  may  reasonably  request  in
         connection therewith,  such documents where appropriate to be certified
         by proper Authorities or corporate officers;

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

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

                  (d) ATS shall have  delivered  or cause to be delivered to CSD
         all of the Collateral  Documents  (including without limitation the LLC
         Agreement) and other agreements,  documents and instruments required to
         be delivered  by ATS to CSD at or prior to the Closing  pursuant to the
         terms of this Agreement; and

                  (e)  ATS  shall  have   executed  and  delivered  to  CSD  the
         Nonassignable Contracts Agreement.


                                    ARTICLE 7

                        TERMINATION, AMENDMENT AND WAIVER

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

                  (a) by mutual consent of CSD and ATS;

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

                  (c) by CSD in the event (i) CSD is not in  material  breach of
         this Agreement and none of its representations or warranties shall have
         become and  continue  to be untrue in any  material  respect,  and (ii)
         either  (A) the  Transactions  have not been  consummated  prior to the
         Termination Date, or (B) ATS is in material breach of this Agreement or
         any of its representations or warranties

                                      -15-


<PAGE>



         shall have become and  continue to be untrue in any  material  respect,
         and such a breach or untruth  exists and is not  capable of being cured
         by and will prevent or delay  consummation  of the  Transactions  by or
         beyond the Termination Date; or

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

         The term "Termination  Date" shall mean July 1, 1997 or such other date
as the parties may, from time to time, mutually agree.

         The right of ATS or CSD to terminate  this  Agreement  pursuant to this
Section shall remain  operative  and in full force and effect  regardless of any
investigation  made by or on behalf of either party, any Person  controlling any
such party or any of their respective  Representatives whether prior to or after
the execution of this Agreement.

         7.2 Effect of Termination.

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

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

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



                                      -16-


<PAGE>



                                    ARTICLE 8

                                 INDEMNIFICATION

         8.1  Survival.  The  representations  and  warranties  of  the  parties
contained in or made pursuant to this Agreement or any Collateral Document shall
survive the Closing and shall remain  operative and in full force and effect for
a period  of (a) two (2)  years  after the  Closing  Date or (b) the  applicable
statute  of  limitations  in the  case of  matters  of a nature  referred  to in
Sections 3.1, 3.13 and 4.1,  regardless of any  investigation or statement as to
the results thereof made by or on behalf of any party hereto.  The covenants and
agreements of the parties contained in or made pursuant to this Agreement or any
Collateral  Document shall survive the Closing and shall remain operative and in
full force and effect for the statute of  limitations  applicable to contractual
obligations.  The term "Indemnity  Period" shall mean the applicable period with
respect to which a representation,  warranty, covenant or agreement survives the
Closing as provided in this Section.  No claim for  indemnification,  other than
with respect to fraud or intentional  and willful  breach or  misrepresentation,
may be asserted  after the expiration of the Indemnity  Period.  Notwithstanding
anything  herein to the contrary,  any  representation,  warranty,  covenant and
agreement  which  arises and is the  subject  of a Claim  which is  asserted  in
writing prior to the expiration of the applicable Indemnity Period shall survive
with respect to such Claim or any dispute with respect  thereto  until the final
resolution thereof.

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

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

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

                  (c) in the case of CSD as the indemnifying  party, the failure
         of CSD to comply with Bulk Sales law of the State of California; or

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

                  (e) in the case of ATS as the  indemnifying  party,  by reason
         of,  or  arising  out  of,  (i) CSD  Assumed  Obligations  or (ii)  the
         ownership  and  operation of the CSD Assets and the CSD Central  Valley
         Business  from and after the Closing  Date,  except for Events  arising
         prior to or existing on the Closing  Date,  unless they are part of the
         CSD Assumed Obligations.


                                      -17-


<PAGE>



         8.3 Limitation of Liability.

         (a)  Notwithstanding  the provisions of Section 8.2, after the Closing,
except as otherwise provided in Section 8.6, each indemnified  party's rights to
indemnification  shall  be  subject  to  the  following  limitations:   (i)  the
indemnified  party  shall be entitled to recover its Loss and Expense in respect
of any Claim  only in the event  that the  aggregate  Loss and  Expense  for all
Claims exceeds, in the aggregate,  $25,000, in which event the indemnified party
shall be  entitled  to  recover  all such Loss and  Expense  (including  without
limitation  such  $25,000),  and (ii) in no event  shall  the  aggregate  amount
required to be paid by each  indemnifying  party  pursuant to the  provisions of
this Article exceed  $1,000,000,  except for any Loss or Expense  arising out of
matters  of a  nature  referred  to in  Sections  3.1  and 4.1 as to  which  the
limitations  set forth in this  clause  (ii)  shall not  apply.  Notwithstanding
anything to the contrary  contained  herein,  it is  expressly  agreed to by the
parties  that any lease  payments due under any Lease for any of the Sites being
acquired which comprise the CSD Assets after the Closing shall not be considered
an item of Loss and Expense for  purposes of the  limitation  of  liability  set
forth herein.

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

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

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

         8.6  Exclusive  Remedy.  Except  for fraud or  willful  or  intentional
misrepresentation  or breach of warranty,  covenant or agreement or as otherwise
provided in Section 9.5, the indemnification provided in

                                      -18-


<PAGE>



this Article shall be the sole and exclusive  post-Closing  remedy  available to
either party against the other party for any Claim under this Agreement.


                                    ARTICLE 9

                               GENERAL PROVISIONS


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

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

         9.3 Fees, Expenses and Other Payments. All costs and expenses, incurred
in connection  with any transfer  taxes,  sales taxes,  recording or documentary
taxes,  stamps or other charges levied by any Authority in connection  with this
Agreement and the consummation of the Transactions shall be borne equally by CSD
and ATS. All other costs and expenses incurred in connection with this Agreement
and the consummation of the Transactions,  including without limitation fees and
disbursements  of counsel,  financial  advisors and accountants  incurred by the
parties  hereto,  shall be borne  solely  and  entirely  by the party  which has
incurred such costs and expenses.

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

         (a)      If to ATS:

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


                                      -19-


<PAGE>



                  with a copy to:

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

         (b)      If to CSD:

                  7488 Shoreline Drive - Suite B-1
                  Stockton, California 95219
                  Attention:   Michael Wingo, Chief Executive Officer
                  Telecopier No.: (209) 951-5845

                  with a copy to:

                  Taylor, Scott, Nichols and Matteucci
                  120 North Hunter Street
                  Stockton, California   95202
                  Attention:   Christopher P. Papas, Esq.
                  Telecopier No.: (209) 942-4450

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

         9.5  Specific  Performance;  Other  Rights  and  Remedies.  Each  party
recognizes and agrees that in the event the other party should refuse to perform
any of its  obligations  under this  Agreement or any Collateral  Document,  the
remedy at law would be inadequate and agrees that for breach of such provisions,
each party shall,  in addition to such other  remedies as may be available to it
at law or in equity or as  provided  in Article  7, be  entitled  to  injunctive
relief and to enforce its rights by an action for  specific  performance  to the
extent permitted by Applicable Law. Each party hereby waives any requirement for
security  or the post ing of any bond or other  surety  in  connection  with any
temporary or permanent award of injunctive, mandatory or other equitable relief.
Nothing  herein  contained  shall be  construed as  prohibiting  each party from
pursuing any other  remedies  available to it pursuant to the provisions of, and
subject to the  limitations  contained  in,  this  Agreement  for such breach or
threatened breach.

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

                                      -20-


<PAGE>



Agreement  so as to effect  the  original  intent of the  parties  as closely as
possible to the fullest  extent  permitted by  Applicable  Law in an  acceptable
manner to the end that the  Transactions  are fulfilled and  consummated  to the
maximum extent possible.

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

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

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

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

         9.11 Entire Agreement. This Agreement (together with the CSD Disclosure
Schedule and the other Collateral  Documents delivered in connection  herewith),
constitutes  the  entire  agreement  of the  parties  and  supersedes  all prior
agreements and undertakings,  both written and oral,  between the parties,  with
respect to the subject matter hereof,  including without limitation that certain
letter of intent, dated December 19, 1996, between the parties.

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

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

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

                                      -21-


<PAGE>




         9.15  Arbitration  of Disputes.  Subject to the right of the parties to
seek  injunctive  relief pursuant to the provisions of Section 9.5, in the event
of any dispute arising from or related to any of the terms or conditions of this
Agreement,  ATS,  CSD and LLC hereby agree to submit any such dispute to binding
arbitration under the Commercial Rules of the American  Arbitration  Association
at Sacramento, California.


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

                                       American Tower Systems, Inc.


                                       By:
                                            Name:
                                            Title:

                                       Communication Systems Development, Inc.


                                       By:
                                            Title:


         The undersigned,  Communication  Systems  Development,  LLC, a Delaware
limited liability company, hereby executed the above agreement as of May , 1997,
and hereby  agrees to be bound by, and  understands  that it will be entitled to
the benefits of, the above agreement with the same force and effect as though it
were an original party thereto.

                                        Communication Systems Development, LLC


                                        By:
                                              Name:
                                             Title:



                                      -22-


<PAGE>



                                                                      APPENDIX A

                                   DEFINITIONS

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

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

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

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

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

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

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

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

                                       A-1


<PAGE>



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

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

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

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

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

         Collateral Document shall mean the ATS Noncompetition  Agreements,  the
Nonassignable Contracts Agreement, the LLC Agreement, bills of sale, assignments
of  intangibles,   assumption   agreements  with  respect  to  the  CSD  Assumed
Obligations,  other instruments of conveyance and assignment  sufficient to vest
in ATS title to all of the other CSD Assets and the CSD Central Valley Business,
and any other agreement,  certificate,  contract, instrument, notice, opinion or
other  document  delivered  pursuant to the  provisions of this Agreement or any
Collateral Document.

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

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

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

         CSD Assumable  Agreements shall mean all obligations and liabilities of
CSD under all Leases, Material Agreements, Governmental Authorizations,  Private
Authorizations,  the other Contractual  Obligations not required to be listed on
Section 3.10 of the CSD Disclosure  Schedule entered into in the ordinary course
of business and relating to the  ownership or operation of any of the CSD Assets
or the conduct of the CSD  Central  Valley  Business,  and the letter of intent,
dated , 1997 between
CSD and                                                              .

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

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

         CSD Central  Valley  Business  shall have the meaning given them in the
first Whereas paragraph.

                                       A-2


<PAGE>



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

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

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

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

         Entitled  Site  Payment  shall have the meaning  given to it in Section
2.3.

         Entitled  Sites  shall have the  meaning  given to it in first  Whereas
paragraph.

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

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

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

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

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

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

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

                                       A-3


<PAGE>




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

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

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

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

         Hazardous  Materials  shall mean and include any  substance,  material,
waste, constituent, compound, chemical, natural or man-made element or force (in
whatever state of matter):  (a) the presence of which requires  investigation or
remediation under any Environmental  Law, or (b) that is defined as a "hazardous
waste" or  "hazardous  substance"  under any  Environmental  Law; or (c) that is
toxic, explosive,  corrosive,  etiologic,  flammable,  infectious,  radioactive,
carcinogenic,   mutagenic  or  otherwise  hazardous  and  is  regulated  by  any
applicable Authority or subject to any Environmental Law; or (d) the presence of
which on the real property owned or leased by such Person causes or threatens to
cause a nuisance upon any such real property or to adjacent  properties or poses
or threatens to pose a hazard to the health or safety of persons on or about any
such real property;  or (e) the presence of which on adjacent  properties  could
constitute a trespass by such Person; or (f) that contains gasoline, diesel fuel
or other  petroleum  hydrocarbons,  or any  by-products  or  fractions  thereof,
natural gas,  polychlorinated  biphenyls ("PCBs") and PCB-containing  equipment,
radon or other radioactive elements,  ionizing radiation,  electromagnetic field
radiation  and other  non-ionizing  radiation,  sonic  forces and other  natural
forces,  lead,  asbestos  or  asbestos-containing  materials  ("ACM"),  or  urea
formaldehyde foam insulation.

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

         Intellectual  Property  shall mean any and all  research,  information,
inventions,  designs,  procedures,  developments,   discoveries,   improvements,
patents and applications therefor, trademarks and applications therefor, service
marks, trade names, copyrights and applications therefor,  logos, trade secrets,
drawing, plans, systems,  methods,  specifications,  computer software programs,
tapes, discs and related data processing  software (including without limitation
object and source  codes)  owned by such Person or in which it has an  ownership
interest  and all other  manufacturing,  engineering,  technical,  research  and
development data and know-how made, conceived, developed and/or acquired by such
Person,  which  relate  to the  manufacture,  production  or  processing  of any
products  developed  or sold by such  Person or which are within the scope of or
usable in connection  with such Person's  business as it may, from time to time,
hereafter be conducted or proposed to be conducted.

         Law shall mean any (a) administrative,  judicial,  legislative or other
action,  code,  consent  decree,  constitution,  decree,  directive,  enactment,
finding, guideline, law, injunction, interpretation, judgment, order, ordinance,
policy statement,  proclamation,  promulgation,  regulation,  requirement, rule,
rule of law, rule of

                                       A-4


<PAGE>



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

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

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

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

         LLC shall have the meaning given to it in the second Whereas paragraph.

         LLC Agreement  shall have the meaning given to it in the second Whereas
paragraph.

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

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

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

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

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


                                       A-5


<PAGE>



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

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

         Person shall mean any natural individual or any Entity.

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

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

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

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

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

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

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

         Remaining Sites shall have the meaning given to it in the first Whereas
paragraph.

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

         Sites  shall  have  the  meaning  given  to it  in  the  first  Whereas
paragraph.


                                       A-6


<PAGE>


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

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

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

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





                                       A-7