EXHIBIT 10.15











                            ASSET PURCHASE AGREEMENT

                                 By and Between

                          AMERICAN TOWER SYSTEMS, INC.

                                       and

                           SUBURBAN CABLE TV CO. INC.

                                   Dated as of

                                  July 8, 1997



















<PAGE>





                                

<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

<S>        <C>                                                                                                  <C>
ARTICLE 1  DEFINED TERMS..........................................................................................1

ARTICLE 2  SALE AND PURCHASE OF ASSETS............................................................................1


                  2.1      Agreement to Sell and Buy..............................................................1
                  2.2      Assumption of Liabilities and Obligations. ............................................2
                  2.3      Closing; Purchase Price................................................................4
                  2.4      Accounts Receivable....................................................................5

ARTICLE 3  REPRESENTATIONS AND WARRANTIES OF SELLER...............................................................6


                  3.1      Organization and Business; Power and Authority; Effect of Transaction..................6
                  3.2      Financial and Other Information..  ....................................................7
                  3.3      Changes in Condition...................................................................7
                  3.4      Materiality............................................................................7
                  3.5      Title to Properties; Leases............................................................7
                  3.6      Compliance with Private Authorizations.................................................8
                  3.7      Compliance with Governmental Authorizations and Applicable Law.........................9
                  3.8      Intangible Assets.....................................................................10
                  3.9      Related Transactions..................................................................10
                  3.10     Insurance.............................................................................10
                  3.11     Tax Matters.  ........................................................................11
                  3.12     Broker or Finder......................................................................11
                  3.13     Employment Arrangements...............................................................11
                  3.14     Material Agreements...................................................................12
                  3.15     Ordinary Course of Business...........................................................12
                  3.16     Material and Adverse Restrictions.....................................................13
                  3.17     Solvency..............................................................................13
                  3.18     Environmental Matters.................................................................13

ARTICLE 4  REPRESENTATIONS AND WARRANTIES OF ATS.................................................................14

                  4.1      Organization and Business; Power and Authority; Effect of Transaction.................14
                  4.2      Broker or Finder......................................................................14
                  4.3      No Legal Action.......................................................................14

ARTICLE 5  COVENANTS.............................................................................................15

                  5.1      Access to Information; Confidentiality................................................15
                  5.2      Agreement to Cooperate.  .............................................................16
                  5.3      Public Announcements..................................................................16
                  5.4      Notification of Certain Matters.......................................................17
                  5.5      No Solicitation.......................................................................17
                  5.6      Conduct of Business by Seller Pending the Closing.....................................17

                                       

<PAGE>



                  5.7      Preliminary Title Reports.............................................................18
                  5.8      Environmental Site Assessments........................................................19
                  5.9      Resolution of Title and Environmental Disapproved Matters.............................20
                  5.10     Post-Closing Covenants and Agreements of the Parties..................................21

ARTICLE 6  CLOSING CONDITIONS....................................................................................21

                  6.1      Conditions to Obligations of Each Party...............................................21
                  6.2      Conditions to Obligations of ATS......................................................22
                  6.3      Conditions to Obligations of Seller...................................................23

ARTICLE 7  TERMINATION, AMENDMENT AND WAIVER.....................................................................25

                  7.1      Termination...........................................................................25
                  7.2      Effect of Termination.................................................................25

ARTICLE 8  INDEMNIFICATION.......................................................................................26

                  8.1      Survival..............................................................................26
                  8.2      Indemnification.......................................................................26
                  8.3      Limitation of Liability...............................................................27
                  8.4      Notice of Claims......................................................................27
                  8.5      Defense of Third Party Claims.........................................................27
                  8.6      Exclusive Remedy......................................................................28

ARTICLE 9  GENERAL PROVISIONS....................................................................................28

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

APPENDIX A:                Definitions

SCHEDULES:

         Seller Disclosure Schedule


                                      -ii-

<PAGE>



EXHIBITS:

         EXHIBIT A   Form of Noncompetition Agreement (Section 6.2(j)) 
         EXHIBIT B-1 Forms of Master Lease and Sublease  (Section 6.2(l)) 
         EXHBIT B-2 Form of License Agreement (section 6.2(l))




                                      -iii-

<PAGE>




                            ASSET PURCHASE AGREEMENT

         This Asset Purchase Agreement (this "Agreement") is dated as of July 8,
1997 by and  between  American  Tower  Systems,  Inc.,  a  Delaware  corporation
("ATS"), and Suburban Cable TV Co. Inc., a Pennsylvania corporation ("Seller").

         WHEREAS,  Seller, through its Seller Subsidiaries,  owns and leases and
operates  communication  towers  and is engaged in the  businesses  of  managing
communication  sites for third  parties,  domestic and  international  satellite
transmission,   and  transmitting  non-residential  third  party  point-to-point
microwave video and data signals (collectively, the "Seller Business"); and

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

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


                                    ARTICLE 2

                           SALE AND PURCHASE OF ASSETS

         2.1 Agreement to Sell and Buy.  Subject to the terms and conditions set
forth in this  Agreement,  Seller  hereby agrees to sell,  assign,  transfer and
deliver,  and to cause the Seller  Subsidiaries  to sell,  assign,  transfer and
deliver, to ATS at the Closing,  and ATS agrees to purchase at the Closing,  the
Seller Assets and the Seller Business, free and clear of any Liens of any nature
whatsoever except for Permitted Liens. For purposes of this Agreement,  the term
"Seller  Assets"  shall  mean  all  of the  Assets  of  Seller  and  the  Seller
Subsidiaries,  other than the Excluded  Assets.  For purposes of this Agreement,
the term "Excluded Assets" shall mean the following Assets:

                  (i)  all cash and cash equivalents;

                  (ii)  all Accounts Receivable;

                                                     


<PAGE>




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

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

                  (v)  the   personal   assets  of  the   officers,   directors,
         shareholders  and  employees  of  Seller  and the  Seller  Subsidiaries
         described in Section 2.1 of the Seller Disclosure Schedule;

                  (vi)  the  assets  set  forth  in  Section  2.1 of the  Seller
         Disclosure Schedule; and

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

         2.2      Assumption of Liabilities and Obligations.

         (a) At the Closing,  ATS shall assume and agree to pay,  discharge  and
perform the following  obligations  and liabilities  (collectively,  the "Seller
Assumed Obligations"):  (i) all of the obligations and liabilities of Seller and
the Seller  Subsidiaries  under the Seller  Assumable  Agreements,  and (ii) all
obligations and liabilities of Seller and the Seller  Subsidiaries  with respect
to the  ownership  and  operation  of the Seller  Assets and the  conduct of the
Seller  Business,  on and  after  the  Closing  Date;  provided,  however,  that
notwithstanding the foregoing,  ATS shall not assume and agree to pay, and shall
not be obligated with respect to, the Seller Nonassumed Obligations.

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

                  (i) the  ownership or  operation  of the Seller  Assets or the
         conduct of the Seller  Business  prior to the Closing  Date,  including
         without  limitation  Taxes,  unfunded  pension  costs,  any  Employment
         Arrangement  (including without limitation any obligation to any Seller
         Employee for severance benefits,  vacation time or sick leave), and any
         of the following to the extent same arise from Events  occurring  prior
         to the Closing Date: products liability, Legal Actions or other Claims,
         and obligations and liabilities relating to Environmental Law;

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

                  (iii) any  insurance  policies  of Seller or any of the Seller
         Subsidiaries;

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


                                       -2-


<PAGE>



                  (v) any liability or obligation  from or relating to breach of
         any warranty or any misrepresentation by Seller under this Agreement or
         of  Seller  or any of the  Seller  Subsidiaries  under  any  Collateral
         Document;

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

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

                  (viii) any obligation or liability with respect to capitalized
         lease obligations  (except as otherwise  provided in this Agreement) or
         Indebtedness for Money Borrowed;

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

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

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

         (c)  Anything in this  Section or  elsewhere  in this  Agreement to the
contrary  notwithstanding,  the term "Seller  Nonassumed  Obligations" shall not
include,  and the term "Seller Assumed Obligations" shall include, any liability
arising out of the transfer or  assignment to ATS of, or the use or enjoyment of
the benefits by ATS under, any Contract,  Governmental  Authorization or Private
Authorization  the transfer or assignment of which  (according to Section 2.2(c)
of the Seller  Disclosure  Schedule)  requires  the consent of any  Authority or
other Person (collectively,  the "Nonassignable  Contracts"),  if ATS has, on or
prior to the Closing Date,  notified Seller in writing (an "Acceptance  Notice")
that ATS consents to the transfer or assignment of such  Nonassignable  Contract
despite the  failure or  inability  of ATS and Seller to obtain the  approval or
consent of an Authority  or other  Person whose  approval or consent is required
pursuant to the terms of such Nonassignable  Contract,  or elects to receive the
benefits  of such  Nonassumable  Contract,  in  either of which  events,  if the
approval or consent of an Authority or other  Person  applicable  to transfer of
such  Nonassignable  Contract is required to be obtained as a condition  to ATS'
obligations  at Closing  pursuant to the provisions of Section 6.1(a) or 6.2(d),
ATS  shall  be  deemed  to have  waived  such  condition  with  respect  to such
Nonassignable Contract. With respect to any Nonassignable Contract for which the
applicable consent of any Authority or other Person is not obtained prior to the
Termination Date and for which ATS does not timely deliver an Acceptance  Notice
as  described  in the  preceding  sentence,  Seller and ATS shall  enter into an
agreement  (the  "Nonassignable  Contracts  Agreement"),  pursuant  to which (i)
Seller  or the  applicable  Seller  Subsidiary  will  hold  and,  to the  extent
hereinafter  provided,  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 not
delivered an Acceptance Notice,  and (ii) ATS will agree to (A) perform,  to the
extent  the same  would  not  constitute  a  breach  thereof  or a  constructive
assignment  thereof  without  consent (in which event Seller and the  applicable
Seller  Subsidiary  shall  continue to  perform),  all  services  required to be
performed  under  such  Nonassignable  Contracts,  (B)  reimburse  Seller or the
applicable  Seller  Subsidiary  for all costs and expenses  reasonably  incurred
pursuant to the  Nonassignable  Contracts  Agreement  and (C) indemnify and hold
harmless Seller and the applicable Seller Subsidiary with respect to all actions
taken by ATS thereto and all actions,  if any, taken by Seller or the applicable
Seller

                                       -3-


<PAGE>



Subsidiary  pursuant  thereto other than those relating to the bad faith,  gross
negligence or willful  misconduct of Seller or the applicable  Seller Subsidiary
or its officers, directors, stockholders or employees.

         (d)  Notwithstanding  anything  contained  in  this  Agreement  to  the
contrary,  except  as set  forth in  Section  2.2(d)  of the  Seller  Disclosure
Schedule,  all items of income and expense  (including  without  limitation with
respect to rent,  utility  charges,  Pro Ratable  Taxes and wages,  salaries and
accrued but unused vacation of Seller  employees)  arising from the ownership or
operation of the Seller  Assets or the conduct of the Seller  Business  shall be
prorated as of 12:01  a.m.,  Eastern  time,  on the  Closing  Date,  with Seller
entitled to and  responsible  for any such items on or prior to the Closing Date
and  ATS  entitled  to and  responsible  for  any  such  items  relating  to any
subsequent  period.  For these  purposes,  Pro Ratable Taxes  attributable  to a
period that begins  before and ends after the Closing Date shall be treated on a
"closing of the books" basis as two partial periods,  one ending at the close of
the Closing  Date and the other  beginning  on the day after the  Closing  Date,
except that Pro Ratable  Taxes  (such as property  Taxes)  imposed on a periodic
basis shall be allocated on a daily basis.  If either party shall have  received
any such  revenues or paid any such expenses or charges  which,  pursuant to the
terms  hereof,  the other  party is  entitled  to or  responsible  for, it shall
furnish the other party with a detailed  statement  of any such items as soon as
practicable  after receipt or payment thereof.  The parties shall use their best
efforts to agree upon such items and other adjustments prior to the Closing Date
and,  in any  event,  except  as set  forth  in  Section  2.2(c)  of the  Seller
Disclosure  Schedule,  within  sixty (60) days  thereafter.  If the  parties are
unable within such period to agree upon such items and other adjustments, Seller
and ATS  shall,  within  the  following  ten (10)  days,  jointly  designate  an
independent public accounting firm to be retained to review such items and other
adjustments.  The fees and other expenses of retaining such  independent  public
accounting firm shall be borne equally by Seller and ATS. Such firm shall report
its conclusions as to such items and other adjustments  pursuant to this Section
and such report shall be  conclusive  on all parties to this  Agreement  and not
subject to  dispute or review.  Upon such  agreement  or  determination  by such
independent  accounting firm,  Seller or ATS, as the case may be, shall promptly
and, in any event,  within five (5) business days  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(d) 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 Saul,  Ewing,  Remick & Saul, 3800 Central Square
West, Philadelphia,  Pennsylvania 19102, at 10:00 a.m., local time, on the later
of (a)  October  31,  1997 and (b) the  first  business  day after ten (10) days
following the date all authorizations,  consents,  waivers, orders and approvals
(and,  in the case of Section  6.2(d),  modifications)  required  to be obtained
pursuant to the provisions of Section  6.1(a) and 6.2(d) have been obtained,  or
such other date,  prior to the  Termination  Date, as the parties may agree (the
"Closing Date"). At the Closing, each of the parties shall deliver such warranty
deeds,  bills of sale,  assignments,  assumptions of  liabilities,  opinions and
other  instruments and documents as are described in this Agreement or as may be
otherwise  reasonably requested by the parties and their respective counsel. The
purchase  price for the Seller  Assets and the Seller  Business  (the  "Purchase
Price")  shall be an amount  equal to  $70,250,000,  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 (a) the Seller  Nonassumed  Obligations,  if
any, which ATS agrees to assume,  and (b) Prepaid  Revenues.  The Purchase Price
shall be payable by wire transfer of immediately  available  funds to Seller for
the balance of the Purchase  Price to such account (or accounts) as Seller shall
designate  in  written  instructions  to ATS  delivered  not later  than two (2)
business days prior to the Closing.

         The parties agree that BIA Consulting,  Inc. shall promptly conduct and
prior to the Closing  complete an appraisal of the Seller  Assets which shall be
the basis for an allocation schedule (the "Tax Allocation Schedule") pursuant to
which the Purchase  Price shall be allocated  among the Seller  Assets.  Each of
Seller

                                       -4-


<PAGE>



and ATS shall report the  purchase and sale of the Seller  Assets and the Seller
Business  and the  other  Transactions  in  accordance  with the Tax  Allocation
Schedule for purposes of all federal,  state and local Tax Returns and shall not
take, and shall cause their respective Affiliates,  representatives,  successors
and assigns not to take, any position on any federal,  state or local Tax Return
or report,  inconsistent  with such reporting  position.  Each of Seller and ATS
shall promptly give the other notice of any disallowance of or challenge to such
reporting  by any  Taxing  Authority.  Notwithstanding  the  provisions  of this
Section, the parties to this Agreement will rely solely on their own advisors in
determining  the  tax  consequences  of the  transactions  contemplated  by this
Agreement   and  each  party  is  not  relying,   and  will  not  rely,  on  any
representations  or assurances of any other party  regarding  such  consequences
other than the representations,  warranties,  covenants and agreements set forth
in writing in this Agreement or furnished pursuant to the provisions hereof.

         2.4 Accounts  Receivable.  At the closing,  Seller and its Subsidiaries
shall  appoint  ATS its  agent  for  the  purpose  of  collecting  all  Accounts
Receivable  relating to the Seller Business (the "Seller Accounts  Receivable").
Seller shall deliver to ATS on or as soon as practicable  after the Closing Date
a complete  and  detailed  statement  showing  the name,  amount and age of each
Accounts Receivable.  Subject to and limited by the following, revenues relating
to the  Seller  Accounts  Receivable  will be for the  account of Seller and the
Seller Subsidiaries. ATS shall use the same procedures and efforts which it uses
with  respect to its own  accounts  receivable  to collect  the Seller  Accounts
Receivable  for a period of one hundred twenty (120) days after the Closing Date
(the  "Collection  Period").  Any payment  received by ATS during the Collection
Period from any customer with an account which is a Seller  Accounts  Receivable
shall first be applied in reduction of the Seller  Accounts  Receivable,  unless
the customer  contests the validity of such  application.  During the Collection
Period,  ATS shall  furnish  Seller with a list of, and pay over to Seller,  the
amounts  collected with respect to the Seller  Accounts  Receivable on a monthly
basis and forward to Seller,  promptly upon receipt or delivery, as the case may
be, copies of all correspondence relating to the Seller Accounts Receivable. ATS
shall provide Seller with a final  accounting on or before the fifteenth  (15th)
day following the end of the Collection Period. Upon the request of either party
at and after such time,  the parties  shall meet to  mutually  and in good faith
analyze any uncollected Seller Accounts  Receivable to determine if the same, in
their  reasonable  business  judgment,  are deemed to be collectable  and if ATS
desires  to retain  such  Seller  Accounts  Receivable.  As to each such  Seller
Accounts  Receivable,  the  parties  shall  negotiate a good faith value of such
Seller  Accounts  Receivable,  which ATS shall pay to Seller if ATS, in its sole
discretion,  chooses to retain such Seller  Accounts  Receivable.  Seller  shall
retain the right to collect any of the Seller  Accounts  Receivable  as to which
the  parties are unable to reach  agreement  as to a good faith  value,  and ATS
agrees to turn over to Seller any  payments  received  against  any such  Seller
Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts
to collect any of the Seller Accounts  Receivable  assigned to it for collection
hereunder  or to refer any of such Seller  Accounts  Receivable  to a collection
agency  or to any  attorney  for  collection,  and ATS  shall  not make any such
referral  or  compromise,  nor settle or adjust  the  amount of any such  Seller
Accounts Receivable, except with the approval of Seller. ATS shall not incur any
liability  to  Seller  or any of the  Seller  Subsidiaries  for any  uncollected
account unless ATS shall have engaged in willful  misconduct or gross negligence
in the  performance  of its  obligations  set forth in this Section.  During and
after  the  Collection  Period,  without  specific  agreement  with  ATS  to the
contrary,  neither  Seller nor any of its  Subsidiaries  nor any of its or their
agents shall make any direct  solicitation of the Seller Accounts Receivable for
collection  purposes,  except for the Seller  Accounts  Receivable  retained  by
Seller or any of the Seller Subsidiaries after the Collection Period.



                                       -5-


<PAGE>



                                    ARTICLE 3

                    REPRESENTATIONS AND WARRANTIES OF SELLER

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

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

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

         (b) Seller and each Seller  Subsidiary  has all requisite  corporate or
partnership,  power  and  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 Seller  Disclosure  Schedule or those the failure
of which to obtain do not and will not have,  individually  or in the aggregate,
any material  Adverse  effect on Seller or any Seller  Subsidiary,  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 and each Seller  Subsidiary  pursuant hereto or
thereto have been duly  authorized by all requisite  corporate,  partnership  or
other action on the part of Seller and each Seller  Subsidiary.  This  Agreement
has been duly  executed and delivered by Seller and each Seller  Subsidiary  and
constitutes, and each Collateral Document executed or required to be executed by
it pursuant  hereto or thereto or to consummate the  Transactions  when executed
and delivered by Seller and each Seller Subsidiary will constitute, legal, valid
and binding  obligations  of Seller and each Seller  Subsidiary,  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  Seller  Disclosure
Schedule,  and except for matters which would have no material Adverse effect on
Seller or any Seller  Subsidiary,  neither the  execution and delivery by Seller
and each Seller Subsidiary of this Agreement or any Collateral Document executed
or  required  to  be  executed  by  it  pursuant  hereto  or  thereto,  nor  the
consummation  by Seller and each  Seller  Subsidiary  of the  Transactions,  nor
compliance with the terms, conditions and provisions hereof or thereof by Seller
and each Seller Subsidiary:

                  (i) will conflict with, or result in a breach or violation of,
         or constitute a default  under,  any Organic  Document of Seller or any
         Seller  Subsidiary 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 conflict  with,  breach or violation  of, or default
         under, or permit any such  acceleration in, any Contractual  Obligation
         of Seller or any  Seller  Subsidiary,  other  than  those  constituting
         Seller Nonassumed Obligations; or

                  (ii) will  require  Seller to make or obtain any  Governmental
         Authorization,  Governmental Filing or Private Authorization  including
         without  limitation  under  the  FCA,  except  for  filings  under  the
         Hart-Scott-Rodino  Act and the filings  described in Section  3.1(c) of
         the Seller Disclosure Schedule.


                                       -6-


<PAGE>




         (d) Seller and the Seller  Subsidiaries  are the only Persons which own
or have  owned any  interest  in any of the  Seller  Assets or any aspect of the
Seller  Business  other  than  those set forth on  Section  3.1(d) of the Seller
Disclosure Schedule.

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

         3.3 Changes in Condition.  Since the date of the most recent  financial
statements constituting a part of the Seller Financial Statements, except to the
extent specifically  described in Section 3.3 of the Seller Disclosure Schedule,
there has been no material  Adverse  change in Seller or any Seller  Subsidiary.
There is no Event known to Seller which materially Adversely affects, or (so far
as Seller can now reasonably foresee) is likely to materially  Adversely affect,
Seller or any Seller Subsidiary,  except to the extent specifically described in
Section 3.3 of the Seller Disclosure Schedule.

         3.4   Materiality.    The   individual   materiality   exceptions   and
qualifications  contained herein or in the Seller Disclosure Schedules do not in
the aggregate, in the reasonable business judgment of Seller, prevent the Seller
Business from operating in the ordinary course or, in the aggregate,  Materially
Adversely  Affect the value of Seller Assets or the Seller Business in the hands
of ATS.

         3.5      Title to Properties; Leases.

         (a) Section 3.5(a) of the Seller  Disclosure  Schedule contains a true,
accurate and complete  list of all real  property  owned by Seller or any Seller
Subsidiary  that is part of the Seller Assets.  Seller or the applicable  Seller
Subsidiary, as the case may be, has good indefeasible,  marketable and insurable
title to all real property  (other than  leasehold  real  property) and good and
merchantable title to all other assets (other than real property),  tangible and
intangible,  constituting  a part of the  Seller  Assets,  in each case free and
clear of all Liens,  except (i) Permitted Liens, (ii) Liens set forth on Section
3.5(a) of the Seller  Disclosure  Schedule and (iii) Approved Title  Conditions.
Except for financing  statements  evidencing  Liens referred to in the preceding
sentence (a true,  accurate and  complete  list of which is set forth in Section
3.5(a) of the Seller Disclosure Schedule),  to Seller's knowledge,  no financing
statements  under the Uniform  Commercial  Code and no other  filing which names
Seller or any Seller  Subsidiary  as debtor or which covers or purports to cover
any of the  Seller  Assets  is on file in any state or other  jurisdiction,  and
neither  Seller nor any Seller  Subsidiary has signed or agreed to sign any such
financing  statement or filing or any  agreement  authorizing  any secured party
thereunder  to  file  any  such  financing  statement  or  filing.  To  Seller's
knowledge,  except as  disclosed  in  Section  3.5(a) of the  Seller  Disclosure
Schedule,  all  improvements  on the real property owned or leased by Seller and
the Seller  Subsidiaries  and  constituting  a part of the Seller  Assets are in
compliance with applicable  zoning,  wetlands and land use laws,  ordinances and
regulations  and  applicable  title  covenants,  conditions,   restrictions  and
reservations  in all respects  necessary to conduct the  operations as presently
conducted,  except for any instances of non-compliance which do not and will not
in the aggregate have a material  Adverse effect on the owner or lessee,  as the
case may be, of such real property. To Seller's

                                       -7-


<PAGE>



knowledge,  except as  disclosed  in  Section  3.5(a) of the  Seller  Disclosure
Statement,  all  such  improvements  comply  in all  material  aspects  with all
Applicable Laws,  Governmental  Authorizations  and Private  Authorizations.  To
Seller's  knowledge,  except  as  disclosed  in  Section  3.5(a)  of the  Seller
Disclosure  Statement,  all of the  transmitting  towers,  ground  radials,  guy
anchors,  transmitting  buildings and related  improvements  located on the real
property owned or leased by Seller and the Seller  Subsidiaries and constituting
a part of the Seller  Assets are  located  entirely  on such real  property.  To
Seller's  knowledge,  there is no pending,  threatened or contemplated action to
take by eminent  domain or  otherwise  to condemn any part of any real  property
owned or leased by Seller and the Seller Subsidiaries and constituting a part of
the  Seller  Assets.  Except  as set  forth  in  Section  3.5(a)  of the  Seller
Disclosure  Schedule,  such real  property  (other than land),  fixtures,  fixed
assets and other material items of personal property, including equipment, have,
in Seller's reasonable business judgment, been maintained in a manner consistent
with sound  engineering  practice and currently permit the Seller Business to be
operated in all material respects in accordance with the terms and conditions of
all Applicable Laws, Governmental Authorizations and Private Authorizations.

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

         (c) Section 3.5(c) of the Seller  Disclosure  Schedule contains a true,
accurate and complete list of all material  items of Seller  Personal  Property.
Seller or the  applicable  Seller  Subsidiary,  as the case may be, owns and has
good and  merchantable  title to all of the  Personal  Property  relating to the
Seller Business (the "Seller Personal  Property"),  in each case, free and clear
of all  Liens,  except (i)  Permitted  Liens and (ii) Liens set forth on Section
3.5(c) of the Seller Disclosure Schedule (which Liens shall be released prior to
Closing).  Except  as set  forth in  Section  3.5(c)  of the  Seller  Disclosure
Schedule,  all of the Seller Personal  Property is in operating  condition,  has
been maintained in a manner consistent with good engineering practice, does not,
to Seller's  knowledge,  require any material  amount of repair,  maintenance or
replacement  and  currently  permits  the  Seller  Business  to be  operated  in
accordance  with the terms and  conditions of all  Applicable  Laws.  The Seller
Personal Property is being sold in "as is" condition.

         3.6 Compliance with Private  Authorizations.  Section 3.6 of the Seller
Disclosure  Schedule  sets  forth a true,  accurate  and  complete  list of each
Private Authorization which individually is material to the Seller Assets or the
Seller Business.  To Seller's  knowledge,  Seller and each Seller Subsidiary has
obtained all Private  Authorizations  which are  necessary  for the ownership or
operation of the Seller Assets or the conduct of the Seller  Business  which, if
not obtained and maintained, could, individually or in the aggregate,

                                       -8-


<PAGE>



materially  Adversely  affect  Seller  or any  Seller  Subsidiary.  To  Seller's
knowledge, All of such Private Authorizations are valid and in good standing and
are in full  force and  effect.  None of Seller or any Seller  Subsidiary  is 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 Seller or any  Seller  Subsidiary.  To  Seller's  knowledge,  no such
Private  Authorization  is the  subject  of any  pending or  threatened  attack,
revocation or termination.

         3.7 Compliance with Governmental Authorizations and Applicable Law.

         (a) Section 3.7(a) of the Seller  Disclosure  Schedule contains a true,
complete and  accurate  list of each  Governmental  Authorization  required,  to
Seller's  knowledge,  under  Applicable  Laws (i) to own and  operate the Seller
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 Seller to execute and deliver this  Agreement and to perform
its obligations  hereunder.  Except as set forth in Section 3.7(a) of the Seller
Disclosure  Schedule,  to Seller's knowledge,  Seller and each Seller Subsidiary
has  obtained  all  Governmental  Authorizations  which  are  necessary  for the
ownership  or  operation  of the  Seller  Assets or the  conduct  of the  Seller
Business as now  conducted  and which,  if not obtained and  maintained,  would,
individually or in the aggregate,  have any material Adverse effect on Seller or
any  Seller  Subsidiary.   To  Seller's  knowledge,  none  of  the  Governmental
Authorizations  listed in Section  3.7(a) of the Seller  Disclosure  Schedule is
subject to any  restriction  or  condition  which  would  limit in any  material
respect the  ownership or  operations of the Seller Assets or the conduct of the
Seller Business as currently  conducted,  except for restrictions and conditions
generally  applicable to Governmental  Authorizations  of such type. To Seller's
knowledge,  except  as set forth in  Section  3.7(a)  of the  Seller  Disclosure
Schedule, the Governmental Authorizations listed in Section 3.7(a) of the Seller
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 Seller,
the  Seller  Subsidiaries  or  any  of  their  respective  officers,  directors,
employees or agents,  and the ownership or operation of the Seller Assets or the
conduct of the Seller  Business are in accordance in all material  respects with
the Governmental  Authorizations.  To Seller's knowledge,  all material reports,
forms and statements  required to be filed by Seller and each Seller  Subsidiary
with all Authorities with respect to the Seller Business have been filed and are
true, complete and accurate in all material respects. To Seller's knowledge,  no
such  Governmental  Authorization  is the subject of any  pending or  threatened
challenge  or  proceeding   to  revoke  or  terminate   any  such   Governmental
Authorization.  Seller  has no  reason  to  believe  that any such  Governmental
Authorization  would not be  renewed  in the name of  Seller  or the  applicable
Seller Subsidiary by the granting Authority in the ordinary course.

         (b) Except as otherwise specifically described in Section 3.7(b) of the
Seller  Disclosure  Schedule,  none of  Seller,  any Seller  Subsidiary  nor any
director or officer  thereof (in  connection  with ownership or operation of the
Seller Assets or the conduct of the Seller  Business) is in or is charged by any
Authority with or, to Seller's knowledge,  at any time since January 1, 1996 has
been in or has been charged by any Authority with, or, to Seller's knowledge, is
threatened or under  investigation  by any Authority  with respect to, breach or
violation of, or default in the  performance,  observance or fulfillment of, any
Governmental  Authorization  or any Applicable Law relating to the ownership and
operation  of the  Seller  Assets or the  conduct  of the  Seller  Business.  In
particular,  but without  limiting the generality of the foregoing,  to Seller's
knowledge,  there are no  applications,  complaints or Legal Actions  pending or
threatened before or by any Authority (x) relating to the ownership or operation
of the Seller Assets or the conduct of the Seller Business  which,  individually
or in the  aggregate,  are  reasonably  likely to result  in the  revocation  or
termination  of  any  Governmental   Authorization  or  the  imposition  of  any
restriction  of such a  nature  as  would  Adversely  affect  the  ownership  or
operation of the Seller Assets or the conduct of the Seller

                                       -9-


<PAGE>



Business;  (y)  involving  charges  of illegal  discrimination  by Seller or any
Seller Subsidiary under any federal or state employment Laws with respect to any
of the Seller  Employees,  or (z) involving  Environmental  Laws or zoning laws,
except as  otherwise  specifically  described  in  Section  3.7(b) of the Seller
Disclosure Schedule.

         (c) Except as otherwise specifically described in Section 3.7(c) of the
Seller  Disclosure  Schedule,  to  Seller's  knowledge,  no Event  exists or has
occurred,  which constitutes,  or but for any requirement of giving of notice or
passage of time or both would constitute,  such a breach,  violation or default,
under (i) any Governmental  Authorization or any Applicable Law, except for such
breaches, violations or defaults as do not and will not have, individually or in
the aggregate, any material Adverse effect on Seller or any Seller Subsidiary or
(ii) any material  requirement of any property or liability  insurance  carrier,
applicable to the ownership or operations of the Seller Assets or the conduct of
the Seller Business.

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

         3.8 Intangible  Assets.  Section 3.8 of the Seller Disclosure  Schedule
sets forth a true,  accurate and complete list of all  Intangible  Assets (other
than Governmental  Authorizations  and Private  Authorizations)  relating to the
ownership  and  operation  of the  Seller  Assets or the  conduct  of the Seller
Business held or used by Seller and each Seller  Subsidiary,  including  without
limitation the nature of Seller's and each Seller Subsidiary's  interest in each
and the  extent to which the same have been duly  registered  in the  offices as
indicated therein. To Seller's knowledge,  except as set forth in Section 3.8 of
the Seller  Disclosure  Schedule,  no  Intangible  Assets  (except  Governmental
Authorizations,  Private Authorizations, and the Intangible Assets so set forth)
are required for the  ownership or operation of the Seller Assets or the conduct
of the Seller Business as currently owned, operated and conducted or proposed to
be owned,  operated and conducted on or prior to the Closing  Date.  Seller does
not, to its knowledge, wrongfully infringe upon or unlawfully use any Intangible
Assets owned or claimed by another,  and none of Seller or any Seller Subsidiary
has  received  any  notice of any  claim or  infringement  relating  to any such
Intangible Asset.

         3.9 Related Transactions.  None of Seller or any Seller Subsidiary is a
party or subject to any  Contractual  Obligation  relating to the  ownership  or
operation  of the Seller  Assets or the conduct of the Seller  Business  between
Seller or the applicable Seller  Subsidiary and any of its officers,  directors,
shareholders,  employees  or, to the  knowledge of Seller,  any Affiliate of any
thereof,  including without limitation any Contractual  Obligation providing for
the  furnishing of services to or by,  providing  for rental of property,  real,
personal or mixed,  to or from,  or  providing  for the lending or  borrowing of
money to or from or otherwise  requiring  payments to or from,  any such Person,
other than (i)  Employment  Arrangements  listed or described in Section 3.13 of
the Seller Disclosure Schedule,  (ii) Contractual  Obligations between Seller or
any  Seller  Subsidiary  and  any  of  its  directors,  shareholders,  officers,
employees or  Affiliates  of Seller or any of the  foregoing,  which  constitute
Excluded Assets or Seller Nonassumed  Obligations,  or (iii) as specifically set
forth in Section 3.9 of the Seller Disclosure Schedule.

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


                                      -10-


<PAGE>



         3.11     Tax Matters.

         (a)  Except as set forth in Section  3.11(a)  of the Seller  Disclosure
Schedule,  Seller  has in  accordance  with all  Applicable  Laws  filed all Tax
Returns and/or  extensions which are required to be filed, and has paid, or made
adequate  provision  for the  payment of, all Taxes which have or may become due
and payable pursuant to said Tax Returns and all other governmental  charges and
assessments  received  to date other than those Taxes  being  contested  in good
faith for which  adequate  provision  has been made on the most  recent  balance
sheet forming part of Seller Financial Statements. The Tax Returns of Seller and
each Seller Subsidiary have been prepared in all material respects in accordance
with all  Applicable  Laws  and  generally  accepted  principles  applicable  to
taxation consistently applied. All Taxes which Seller and each Seller Subsidiary
is  required  by law to  withhold  and  collect  have  been  duly  withheld  and
collected,  and  have  been  paid  over,  in a  timely  manner,  to  the  proper
Authorities  to the  extent  due and  payable.  Except as set  forth in  Section
3.11(a) of the Seller Disclosure  Schedule,  adequate provision has been made on
the most recent  balance sheet forming part of Seller  Financial  Statements for
all Taxes accrued through the date of such balance sheet of any kind,  including
interest and penalties in respect thereof,  whether disputed or not, and whether
past, current or deferred, accrued or unaccrued, fixed, contingent,  absolute or
other,  and,  except as set forth in Section  3.11(a)  of the Seller  Disclosure
Schedule,  there are, to Seller's  knowledge,  no past  transactions  or matters
which could result in additional  Taxes of a material  nature to Seller and each
Seller  Subsidiary  for which an adequate  reserve has not been provided on such
balance sheet.

         (b) The  information  shown on the federal income Tax Returns of Seller
and each Seller Subsidiary for each of the most recent three (3) tax years (true
and  complete  copies  of which  have,  to the  extent  requested  by ATS,  been
furnished  by Seller to ATS) is true,  accurate  and  complete  in all  material
respects  and fairly and  accurately  reflects the  information  purported to be
shown. Federal and state income Tax Returns of Seller and each Seller Subsidiary
have not been examined by the IRS or  applicable  state  Authority,  and none of
Seller or any Seller  Subsidiary has been notified of any proposed  examination,
except as shown in Section 3.11(b) of the Seller Disclosure Schedule.

         (c)  None of  Seller  or any  Seller  Subsidiary  is a party to any tax
sharing agreement or arrange ment.

         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 Seller  other  than
Communications Equity Associates, Inc. ("CEA").

         3.13  Employment  Arrangements.  Section 3.13 of the Seller  Disclosure
Schedule contains a true,  accurate and complete list of all employees of Seller
and each Seller Subsidiary involved in the operation of the Seller Assets or the
conduct of the Seller Business (the "Seller Employees"), together with each such
employee's  title or the  capacity in which he or she is employed  and the basis
for each such employee's  compensation.  None of Seller or any Seller Subsidiary
has any  obligation or  liability,  contingent  or other,  under any  Employment
Arrangement  with any Seller  Employee,  other than those listed or described in
Section 3.13 of the Seller Disclosure  Schedule.  Except as described in Section
3.13 of the Seller Disclosure Schedule, (a) none of the Seller Employees is now,
or since  January  1, 1996 has  been,  represented  by any labor  union or other
employee collective  bargaining  organization,  and none of Seller or any Seller
Subsidiary  is,  or ever  has  been,  a party to any  labor or other  collective
bargaining agreement with respect to any of the Seller Employees,  (b) there are
no pending  grievances,  disputes or  controversies  with any union or any other
employee or collective bargaining  organization of such employees, or threats of
strikes,  work  stoppages  or slowdowns  or any pending  demands for  collective
bargaining  by any such union or other  organization,  (c) none of  Seller,  any
Seller  Subsidiary or any of such employees is now, or has since January 1, 1996
been, subject to or involved in or, to Seller's knowledge,  threatened with, any
union elections, petitions therefore

                                      -11-


<PAGE>



or other organizational or recruiting  activities,  in each case with respect to
the Seller  Employees,  and (d) none of the Seller  Employees  has given written
notice to  Seller or any  Seller  Subsidiary  that he or she does not  intend to
continue  employment  with Seller  until the Closing or with ATS  following  the
Closing.  Seller  and each  Seller  Subsidiary  has  performed  in all  material
respects all  obligations  required to be performed  under all Plans and Benefit
Arrangements  and is not in  material  breach  or  violation  of or in  material
default or arrears under any of the terms, provisions or conditions thereof.

         3.14  Material  Agreements.  Listed  on  Section  3.14  of  the  Seller
Disclosure  Schedule are all Material  Agreements  relating to the  ownership or
operation  of the Seller  Assets or the  conduct of the  business  of the Seller
Business or to which Seller and each Seller Subsidiary is a party or to which it
is bound or which  any of the  Seller  Assets is  subject.  True,  accurate  and
complete copies of each of such Material  Agreements have been made available by
Seller to ATS and Seller has provided ATS with  photocopies of all such Material
Agreements requested by ATS (or true, accurate and complete descriptions thereof
have been set forth in Section  3.14 of the  Seller  Disclosure  Schedule,  with
respect to Material  Agreements that are oral). All of such Material  Agreements
are  valid,  binding  and  legally  enforceable  obligations  of  Seller  or the
applicable  Seller  Subsidiary  and, to Seller's  knowledge,  all other  parties
thereto, except as such enforceability may be limited by bankruptcy, moratorium,
insolvency  and similar laws  affecting the rights and remedies of creditors and
obligations of debtors generally and by general principles of equity. Seller and
each Seller  Subsidiary  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,  to  Seller's  knowledge,  there is no pending or
threatened Claim that Seller or any Seller Subsidiary has not so complied,  done
and  performed or failed to do and perform)  any act which would  invalidate  or
provide  grounds  for the other  party  thereto  to  terminate  (with or without
notice, passage of time or both) such Material Agreement or impair the rights or
benefits, or increase the costs, of Seller or any Seller Subsidiary under any of
such Material Agreements in any material respect.

         3.15 Ordinary  Course of Business.  Seller and each Seller  Subsidiary,
from the end of its most recent  fiscal year to the date  hereof,  except (i) as
may be described on Section 3.15 of the Seller Disclosure  Schedule,  or (ii) as
may be required or expressly  contemplated by the terms of this Agreement,  with
respect to the Seller Assets and the Seller Business:

                  (a) has operated its business in all material  respects in the
         normal,  usual and customary  manner in the ordinary and regular course
         of business, consistent with prior practice;

                  (b) except in each case in the  ordinary  course of  business,
         consistent with prior practice,  has not sold or otherwise  disposed of
         or contracted to sell or otherwise  dispose of any of its properties or
         assets having a value in excess of $50,000;

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

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

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

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

                                      -12-


<PAGE>




                  (g)      has not experienced any work stoppage;

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

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

         3.16  Material and Adverse  Restrictions.  None of Seller or any Seller
Subsidiary is a party to or subject to, nor is any of the Seller Assets  subject
to, any Applicable  Law,  Governmental  Authorization,  Contractual  Obligation,
Employment  Arrangement,  Material  Agreement or Private  Authorization,  or any
other  obligation or restriction of any kind or character,  which now has or, as
far  as  Seller  can  now  reasonably  foresee,  at  any  time  in  the  future,
individually or in the aggregate, is likely to have, any material Adverse effect
on the ability of Seller or any Seller  Subsidiary  to perform  its  obligations
under  this  Agreement,  except  as set  forth  in  Section  3.16 of the  Seller
Disclosure Schedule.

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

         3.18 Environmental Matters.  Except as set forth in Section 3.18 of the
Seller Disclosure Schedule,  with respect to the Seller Assets,  Seller and each
Seller Subsidiary:

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

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

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

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

                  (e) has no knowledge of any past or present  Event  related to
         the Seller  Business or the Seller Assets which Event,  individually or
         in the aggregate,  will 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; and


                                      -13-


<PAGE>



                  (f)      does not own or use any underground storage tank.


                                    ARTICLE 4

                      REPRESENTATIONS AND WARRANTIES OF ATS

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

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

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

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

         (c) Except for matters which would 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,  except  for  filings  under  the
         Hart-Scott-Rodino  Act and  filings  listed  in  Section  3.1(c) of the
         Seller Disclosure Schedule which will be made jointly with Seller.

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

                                      -14-


<PAGE>





                                    ARTICLE 5

                                    COVENANTS

         5.1      Access to Information; Confidentiality.

         (a) Seller shall afford to ATS and its accountants,  counsel,  lenders,
financial advisors and other representatives (the "Representatives") full access
during normal business hours  throughout the period prior to the Closing Date to
all of  Seller's  and each Seller  Subsidiary's  properties,  books,  contracts,
commitments and records  (including  without limitation Tax Returns) relating to
the Seller Assets and the Seller Business and, during such period, shall furnish
promptly  upon  request (i) a copy of each report,  schedule and other  document
filed or received by any of them pursuant to the  requirements of any Applicable
Law or filed by it with any Authority in  connection  with the  Transactions  or
which may have an Adverse effect on the Seller Assets or the Seller  Business or
the  businesses,   operations,   properties,   prospects,  personnel,  condition
(financial  or other),  or results of  operations  thereof,  (ii) all  financial
records,  ledgers,  work  papers  and other  sources  of  financial  information
possessed and controlled by Seller or its accountants  reasonably  deemed by ATS
or its  Representatives  necessary  or useful for the purpose of  performing  an
audit of the Seller  Assets and the Seller  Business  and  certifying  financial
statements and financial  information,  and (iii) such other  information in the
possession  or  control  of  Seller  or its  accountants  concerning  any of the
foregoing as ATS shall reasonably request; provided,  however, that Seller shall
not be required to permit any such access to the extent same would  unreasonably
interfere with Seller's normal business operations.  All non-public  information
relating  to the Seller  Assets or the Seller  Business  furnished  prior to the
execution, or pursuant to the provisions,  of this Agreement,  including without
limitation this Section,  will be kept  confidential  and shall not, without the
prior written consent of Seller,  be disclosed by ATS in any manner  whatsoever,
in whole or in part,  and  shall  not be used for any  purposes,  other  than in
connection  with  the  Transactions.  In no  event  shall  ATS  or  any  of  its
Representatives  use such information to the detriment of Seller.  ATS agrees to
reveal such  information only to those of its  Representatives  or other Persons
who  need  to  know  such   information   for  the  purpose  of  evaluating  the
Transactions,  who are informed of the  confidential  nature of such information
and who shall  undertake to act in accordance  with the terms and  conditions of
this  Agreement.  From and after  the  Closing  for a period of five (5)  years,
Seller  shall  not,  without  the prior  written  consent of ATS,  disclose  any
information with respect to the Seller Assets or the Seller Business, other than
in connection with the Transactions or to the extent required by Applicable Law.

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

                                      -15-


<PAGE>




         (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(d).

         (e)  The  provisions  of  this  Section  shall  apply  to  each  Seller
Subsidiary.

         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 causing to be taken, any action
and to refrain from doing or causing to be done, any thing which could impede or
impair the consummation of the Transactions,  including,  in all cases,  without
limitation,  using its reasonable  business efforts (i) to prepare and file with
the applicable  Authorities  as promptly as  practicable  after the execution of
this Agreement all requisite applications and amendments thereto,  together with
related information,  data and exhibits, necessary to request issuance of orders
approving the  Transactions  by all such applicable  Authorities,  each of which
must be obtained or become final to the extent provided in Section 6.1(a),  (ii)
to  obtain  all  necessary  or  appropriate  waivers,  consents  and  approvals,
including  without  limitation  those  referred to in Section  6.2(d),  (iii) to
effect all necessary  registrations,  filings and submissions (including without
limitation filings under the Hart-Scott-Rodino Act and all filings necessary for
ATS to own and operate the Seller Assets and conduct the Seller  Business)  (the
parties  agreeing to use  commercially  reasonable  efforts to make all required
filings  under the  Hart-Scott-Rodino  Act within sixty (60) days after the date
hereof,  each  such  filing  to  request  early  termination),  (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.

         (c) Seller shall cooperate and use its reasonable  business  efforts to
cause its independent  accountants to reasonably cooperate with ATS, and at ATS'
expense,  in order to enable  ATS to have its  independent  accountants  prepare
audited  financial  statements  for the  Seller  Business  described  in Section
6.2(g).  Seller represents and warrants that any such financial  statements will
be true, accurate and complete in all material respects, and will fairly present
the  financial  condition  and results of  operation of the Company on the basis
therein  stated,  as of the  respective  dates  thereof  and for the  respective
periods  covered  thereby.  Without  limiting the  generality of the  foregoing,
Seller agrees that after the Closing Date it will (x) consent to the use of such
audited  financial  statements in any  registration  statement or other document
filed by ATS or any  Affiliate  of ATS under  any  applicable  federal  or state
securities  Law the  Securities  Act or the  Exchange  Act and (y)  execute  and
deliver,  and cause its  directors  and  officers to execute and  deliver,  such
"representation"  letters as are customarily delivered in connection with audits
and  as  ATS'   independent   accountants  may  reasonably   request  under  the
circumstances.

         5.3  Public  Announcements.  Until  the  Closing,  or in the  event  of
termination  of this  Agreement,  Seller  and ATS shall  consult  with the other
before issuing any press release or otherwise making any public

                                      -16-


<PAGE>



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
written  consent  of  the  other.  Notwithstanding  the  foregoing,  each  party
acknowledges  and agrees  that Seller and ATS may,  without  its prior  consent,
issue such press  releases or make such public  statements as may be required by
Applicable Law, in which case, 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,  with Seller's prior consent, not
to be unreasonably withheld, delayed or conditioned,  the subject matter of this
Agreement to Persons with whom Seller has a business or contractual relationship
in connection with ATS' due diligence investigation of Seller.

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

         5.5 No Solicitation.  During the term of this Agreement, none of Seller
or any  Seller  Subsidiary  shall,  nor  shall it  knowingly  permit  any of its
Representatives 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  Seller or any Seller  Subsidiary is the surviving  Entity
unless the surviving  Entity remains  obligated under this Agreement to the same
extent  as it  was,  or  (ii)  any  sale  or  other  disposition  of  all or any
substantial part of the Seller Assets or the Seller Business.  The provisions of
this  Section  shall  apply to each Seller  Subsidiary.  If Seller or any of its
Representatives  receives any inquiry with respect to an Alternative Transaction
while this Agreement is in effect,  Seller shall inform the inquiring party that
it is not  entitled to enter into  discussions  or  negotiations  relating to an
Alternative Transaction.

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

                  (a) conduct its  business in the  ordinary and usual course of
         business  and  consistent   with  past  practice,   including   without
         limitation the performance of such maintenance, repairs or replacements
         with respect to communication  towers,  fixtures and Personal  Property
         comprising  the  Seller  Assets as is  consistent  with  past  practice
         (except that the foregoing  shall not be construed to require Seller or
         any Seller Subsidiary to make capital expenditures other than those set
         forth in Section 5.6(a) of the Seller  Disclosure  Schedule  unless ATS
         shall first agree in writing to reimburse

                                      -17-


<PAGE>



         Seller the cost therefor in which event Seller or the applicable Seller
         Subsidiary shall be obligated to make such capital expenditure);

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

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

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

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

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

                  (g) not voluntarily take any action which if taken between the
         end of its  most  recent  fiscal  year  and  prior  to the date of this
         Agreement  would  have been  required  to be noted as an  exception  on
         Section 3.15 of the Seller Disclosure Schedule.

With respect to any  transaction or act proposed to be entered into or performed
by Seller  which,  pursuant  to  paragraphs  (a)  through  (g) of this  section,
requires the prior  approval of ATS, ATS shall be deemed to have  approved  same
unless  written  notice of  disapproval  is received  by Seller  within ten (10)
business  days after  receipt by ATS of a written  request for approval  made by
Seller.

         5.7  Preliminary  Title Reports.  As promptly as practicable  after the
execution of this Agreement, Seller shall, at its sole cost and expense, deliver
or cause to be delivered to ATS a standard  preliminary title report dated on or
after the date of this  Agreement  issued by such title  company or companies as
Seller  and ATS  shall  mutually  reasonably  agree  (collectively,  the  "Title
Company")  with respect to those Seller Assets  comprised of the parcels of real
property  described  in  Section  5.7 of the  Seller  Disclosure  Schedule  (the
"Insured Real Property").  Such reports,  as same may be amended or supplemented
from time to time to reflect additional title matters, are referred to herein as
the "Title Reports".  The rights and obligations of the parties shall thereafter
be as follows:

                  (a) On or before fifteen (15) business days after ATS' receipt
         of each of the Title  Reports,  ATS shall give to Seller written notice
         ("ATS' Title  Notice") of ATS'  disapproval of any matters shown in the
         Title  Reports.  ATS' failure to give ATS' Title Notice shall be deemed
         to  constitute  ATS'  approval  of all matters  disclosed  by the Title
         Reports.


                                      -18-


<PAGE>



                  (b) If ATS  disapproves  any title  matters  pursuant  to ATS'
         Title Notice,  Seller shall deliver  written  notice  ("Seller's  Title
         Notice")  to ATS within  fifteen  (15)  business  days  after  Seller's
         receipt  of  ATS'  Title  Notice,  stating  whether  Seller  agrees  to
         eliminate  or cause the Title  Company to insure over such  disapproved
         title  matters  from title to the Insured  Real  Property  prior to the
         Closing or, if  elimination  is not feasible  prior to the Closing,  to
         effect such  elimination  thereafter and to indemnify and hold harmless
         ATS with  respect to such  remedy.  If Seller  fails to timely  deliver
         Seller's Title Notice,  or if Seller delivers Seller's Title Notice but
         states  therein that Seller is  unwilling  or unable to eliminate  such
         disapproved title matters, ATS and Seller shall negotiate in good faith
         in an attempt to resolve such matters  which  resolution  may,  without
         limitation,  take the form of eliminating one or more of the sites with
         disapproved   title  matters  (the   "Disapproved   Title  Sites"  and,
         collectively   with  the   "Disapproved   Environmental   Sites",   the
         "Disapproved  Sites")  from  the  Seller  Assets,  a  reduction  of the
         Purchase Price or an  indemnification  (or escrow) from Seller (subject
         to the  limitations  as to time or amount  specified in Section 5.9 and
         Article 8). If within twenty (20)  business  days of such  negotiations
         (or such longer period as ATS and Seller shall agree), the parties have
         been unable to resolve  such  matters,  the  provisions  of Section 5.9
         shall govern.

                  (c) If,  at any time  following  ATS'  approval  of the  Title
         Reports,  Seller or the Title  Company  notifies ATS of any  additional
         matter affecting title to the Insured Real Property,  the parties shall
         have  substantially the same rights and obligations as are set forth in
         paragraphs (a) and (b) above with respect to the affected parcel.

         5.8  Environmental  Site  Assessments.  Not later  than sixty (60) days
after the  execution of this  Agreement,  ATS may obtain,  and deliver to Seller
full and complete copies of, Phase I environmental  site assessment reports (the
"Environmental Reports") on any or all of those certain parcels of real property
described on Section 5.8 of the Seller  Disclosure  Schedule.  Site  assessments
shall be conducted by such consultants and professionals as ATS and Seller shall
mutually  agree  (collectively,  the  "Environmental  Company"),  and  shall  be
arranged at times  mutually  convenient  to the parties.  Each of Seller and ATS
shall  be  entitled  to have  representatives  present  at the  time  such  site
assessments  are conducted,  and to have copies of all  correspondence  with the
Environmental Company.

                  (a) On or before fifteen (15) business days after ATS' receipt
         of each of the Environmental  Reports, ATS shall give to Seller written
         notice ("ATS' Environmental Notice") of ATS' disapproval of any matters
         shown  in  the  Environmental   Reports.  ATS'  failure  to  give  ATS'
         Environmental Notice shall be deemed to constitute ATS' approval of all
         matters disclosed by the Environmental Reports.

                  (b) If ATS disapproves any  environmental  matters pursuant to
         ATS'  Environmental   Notice,   Seller  shall  deliver  written  notice
         ("Seller's  Environmental  Notice") to ATS within fifteen (15) business
         days after  Seller's  receipt  of ATS'  Environmental  Notice,  stating
         whether  Seller agrees to eliminate and remedy such matter prior to the
         Closing or, if such  elimination or remedy is not feasible prior to the
         Closing,  to effect  such  elimination  and  remedy  thereafter  and to
         indemnify and hold harmless ATS with respect to such remedy.  If Seller
         fails to timely deliver  Seller's  Environmental  Notice,  or if Seller
         delivers Seller's  Environmental  Notice but states therein that Seller
         is  unwilling  or unable to  eliminate  and remedy  such  environmental
         matters,  ATS and Seller shall negotiate in good faith in an attempt to
         resolve such matters which resolution may, without limitation, take the
         form  of  eliminating  one  or  more  of  the  sites  with  disapproved
         environmental matters (the "Disapproved  Environmental Sites") from the
         Seller Assets, a reduction of the Purchase Price or an  indemnification
         (or escrow)  from  Seller  (subject  to the  limitations  as to time or
         amount  specified in Section 5.9 and Article 8). If within  twenty (20)
         business days of such negotiations (or

                                      -19-


<PAGE>



         such longer  period as ATS and Seller  shall  agree),  the parties have
         been unable to resolve  such  matters,  the  provisions  of Section 5.9
         shall govern.

                  (c)  If,  at  any  time   following   ATS'   approval  of  the
         Environmental Reports, ATS or the Environmental Company notifies Seller
         of  any  additional   environmental  matter,  the  parties  shall  have
         substantially  the same  rights  and  obligations  as are set  forth in
         paragraphs (a) and (b) above with respect to the affected site.

         5.9 Resolution of Title and Environmental  Disapproved  Matters. In the
event ATS and Seller are unable to resolve  matters with respect to  disapproved
title matters  pursuant to the  provisions of Section 5.7 and/or with respect to
disapproved environmental matters pursuant to the provisions of Section 5.8, the
rights  and  obligations  of the  parties  with  respect to such  matters  shall
thereafter be as follows:

                  (a) In the event that the aggregate cost reasonably  estimated
         by the parties  (or,  in the event they are unable to agree,  the Title
         Company and the  Environmental  Company) to eliminate  the  disapproved
         title matters and eliminate  and remedy the  disapproved  environmental
         matters with respect to the Disapproved  Sites (the  "Disapproved  Cost
         Amount") is not greater than  $500,000  with respect to any  particular
         Disapproved  Site (the "Maximum Site  Disapproved Cost Amount") and not
         greater  than  $2,000,000  for  all  Disapproved  Sites  (the  "Maximum
         Disapproved  Cost  Amount"),  then ATS shall  have the right to require
         Seller to remedy all such matters (including,  at ATS' election,  after
         the Closing in which event Seller shall indemnify and hold harmless ATS
         with  respect to such  remedy and shall  place in escrow with the Title
         Company a sum sufficient to effect such remedy but not in excess of the
         limitations  set  forth  in this  paragraph)  and to  proceed  with the
         Closing;

                  (b) In the event that the  Disapproved  Cost Amount is greater
         than the Maximum Disapproved Cost Amount, then ATS shall have the right
         to  require  Seller  to remedy  all such  matters  (including,  at ATS'
         election,  after the Closing in which event Seller shall  indemnify and
         hold harmless ATS with respect to such remedy and shall place in escrow
         with the Title  Company a sum  sufficient to effect such remedy but not
         in  excess  of the  limitations  set  forth  in  paragraph  (a) of this
         Section) and to proceed with the Closing; provided, however, that under
         such circumstances,  Seller shall have the right to elect not to effect
         such remedy with respect to (i) any particular  Disapproved Site if the
         Disapproved  Cost Amount for such  Disapproved Site exceeds the Maximum
         Site  Disapproved  Cost Amount and (ii) one or more of the  Disapproved
         Sites (to the extent  there is a choice,  selected  by Seller  with the
         approval of ATS, such approval not to be  unreasonably  withheld),  the
         aggregate  Disapproved  Cost  Amount of which is not  greater  than the
         excess of the Disapproved Cost Amount over the Maximum Disapproved Cost
         Amount,  in which event,  unless  Seller or ATS shall,  in its sole and
         absolute discretion, have agreed to bear the excess determined pursuant
         to clause (i) and/or (ii) of this  paragraph or the parties  shall have
         otherwise  agreed in writing,  such  Disapproved Site or Sites shall be
         eliminated  from the Seller  Assets  and the  Purchase  Price  shall be
         reduced in accordance with the provisions of paragraph (c) below; and

                  (c) In the event one or more  Disapproved  Sites is eliminated
         from the Seller Assets, the parties shall negotiate in good faith in an
         attempt to agree upon the fair market value of such Disapproved  Sites,
         which value shall be based on the Purchase  Price and shall assume that
         there were no  disapproved  title  and/or  environmental  matters  with
         respect to such Disapproved  Sites. In the event the parties are unable
         within  twenty (20) business days to agree upon such fair market value,
         the matter shall be submitted to binding,  nonappealable arbitration in
         accordance  with  the  federal  commercial  arbitration  rules  of  the
         American Arbitration  Association before the Philadelphia chapter, with
         each party paying its own legal and other expenses.


                                      -20-


<PAGE>



         Anything in this Section or elsewhere in this Agreement to the contrary
notwithstanding,  the costs  required to be  expended by Seller  pursuant to the
provisions of this Section  (whether  prior or subsequent to the Closing)  shall
not affect the obligations of Seller pursuant to the provisions of Article 8.

         5.10  Post-Closing  Covenants and  Agreements of the Parties.  From and
after the consummation of the Transactions, ATS and Seller covenant and agree as
follows:

                  (a) ATS shall  afford to Seller,  and Seller  shall  afford to
         ATS,  access to each of their (and,  in the case of Seller,  any of the
         Seller  Subsidiaries)  respective employees who were (or in the case of
         Seller  who  remain)   employees  of  Seller  (or  any  of  the  Seller
         Subsidiaries)  on the Closing Date to the end that such  employees  are
         available to provide assistance, consultation and historical background
         to the requesting party; provided, however, that neither ATS nor Seller
         shall have any such  obligation  after the  expiration  of one (1) year
         from the Closing Date or to the extent that it would  unduly  interfere
         with the  continuing  conduct  by ATS or  Seller  of  their  respective
         businesses; and

                  (b) ATS shall  afford to Seller,  and Seller  shall  afford to
         ATS,  access to all books and records  delivered  to ATS or retained by
         Seller  (or  any of the  Seller  Subsidiaries),  as the  case  may  be,
         relating  to  periods  prior to the  Closing  Date,  in order to enable
         Seller  or ATS,  as the case  may be,  to  prepare  all  necessary  Tax
         Returns,  deal with Legal  Actions or other Claims  (including  without
         limitation those of the Internal Revenue Service) or personnel  matters
         or for any other reasonable purposes,  subject, however, in all events,
         to the provisions of Section 5.1 with respect to confidentiality.


                                    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 writing,  in
whole or in part, to the extent permitted by Applicable Law:

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

                  (b) All authorizations, consents, waivers, orders or approvals
         required  to  be  obtained  from  all  Authorities,  and  all  filings,
         submissions, registrations, notices or declarations required to be made
         by ATS and Seller with any Authority,  prior to the consummation of the
         Transactions,  shall have been obtained  from,  and made with, all such
         Authorities, except for such authorizations, consents, waivers, orders,
         approvals, filings, registrations,  notices or declarations, if any, as
         are set forth in Section  6.1(b) of the Seller  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 Seller Assets or
         the Seller Business.


                                      -21-


<PAGE>



         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 writing,  in whole or in part,
to the extent permitted by Applicable Law:

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

                  (b) Seller shall have furnished ATS and, at ATS' request,  any
         bank or other  financial  institution  providing  credit to ATS, with a
         favorable  opinion,  dated the Closing  Date of Saul,  Ewing,  Remick &
         Saul, counsel for Seller and the Seller  Subsidiaries,  with respect to
         the matters set forth in Sections 3.1 and 3.7,  and such other  matters
         arising  after  the  date  of  this   Agreement  and  incident  to  the
         Transactions,  as ATS or its  counsel  or its  counsel  may  reasonably
         request  or which  may be  reasonably  requested  by any  such  bank or
         financial institution or their respective counsel;

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

                  (d) Except for such authorizations,  consents, waivers, orders
         or  approvals  the  failure  of  which  to  obtain  would  not,  in the
         reasonable  business judgment of ATS, have a material Adverse effect on
         the Seller Assets or the Seller Business, all authorizations, consents,
         waivers,  orders  or  approvals  required  by the  provisions  of  this
         Agreement  to be  obtained  from all Persons  (other than  Authorities)
         prior  to the  consummation  of  the  Transactions,  including  without
         limitation  those required by the provisions of this Agreement in order
         to vest fully in ATS all right, title and interest in and to all of the
         Seller Assets and the Seller Business (including without limitation all
         Private  Authorizations,  Leases and Material Agreements of Seller and,
         at the cost and  expense of  Seller,  all  modifications  of Leases and
         other Contractual  Obligations which ATS shall within ten (10) business
         days of the date hereof advise  Seller in writing are a requirement  of
         Closing)  and the full  enjoyment  thereof  shall  have been  obtained,
         without  the  imposition,  individually  or in  the  aggregate,  of any
         condition or requirement which could materially Adversely affect ATS;

                  (e) Between the date of this  Agreement  and the Closing Date,
         there shall not have  occurred and be continuing  any material  Adverse
         change  in  Seller  from  that  reflected  in the  most  recent  Seller
         Financial   Statements  which  Materially  and  Adversely  effects  the
         transactions  contemplated hereby except for events affecting the tower
         rental and video  transmission  industry  generally;  as of the Closing
         Date, the Governmental  Authorizations with respect to the ownership or
         operation  of the Seller  Assets or the conduct of the Seller  Business
         shall not have been  materially  and Adversely  affected by any act, or
         failure to act, of Seller;

                                      -22-


<PAGE>




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

                  (g) ATS shall have received from its  independent  accountants
         (i) an unqualified report (as to the scope of the audit,  access to the
         books and records and the  cooperation  of management) on the financial
         statements  (consisting  of balance sheets for each of the fiscal years
         ended  December 31, 1995 and 1996 and statements of operations and cash
         flow for each of the three years in the period ended December 31, 1996)
         of the Seller  Business,  which  financial  statements  shall have been
         prepared  in  conformity   with  GAAP  and  Regulation  S-X  under  the
         Securities Act, or (ii) such other documentation as shall be reasonably
         satisfactory to ATS indicating that such an unqualified report could be
         issued if requested by ATS;

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

                  (i) All Environmental Reports obtained by the parties prior to
         the Closing Date pursuant to the provisions of Section 5.8 hereof shall
         be  approved  or deemed  approved  by ATS in the  manner  described  in
         Section 5.8;

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

                  (k) ATS shall have  received  standard  CLTA  title  insurance
         policies  insuring ATS' fee or leasehold  interests in all Insured Real
         Property, subject only to Approved Title Conditions; and

                  (l)  Seller or the  applicable  Seller  Subsidiary  shall have
         delivered to ATS leases,  subleases and license agreements with respect
         to certain of the Seller  towers or tower sites as indicated in Section
         6.2(l)  of  the  Seller  Disclosure  Schedule,  all on  the  terms  and
         conditions  set forth in the  applicable  document  included as part of
         Exhibit B attached  hereto and made a part  hereof  (collectively,  the
         "Collateral Real Estate Documents").

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

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

                                      -23-


<PAGE>




                  (b) ATS shall have furnished Seller and, at Seller's  request,
         any bank or other  financial  institution  providing  credit to Seller,
         with favorable opinions, dated the Closing Date of Sullivan & Worcester
         LLP,  counsel for ATS, with respect to the matters set forth in Section
         4.1 and 4.3 and with respect to such other  matters  arising  after the
         date of this Agreement and incident to the  Transactions,  as Seller or
         its counsel may reasonably request or which may be reasonably requested
         by any such bank or financial institution or their respective counsel;

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

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

                  (e) Except to the extent,  if any,  specifically  set forth in
         Section 6.2(d) of the Seller 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
         Seller Assets and the Seller Businesses  (including  without limitation
         all Private  Authorizations,  Leases and Material  Agreements of Seller
         and, at the cost and expense of Seller, all modifications of Leases and
         Contractual  Obligations  heretofore  requested by ATS and set forth in
         Section  6.2(d)  of  the  Seller  Disclosure  Schedule)  and  the  full
         enjoyment  thereof shall have been  obtained,  without the  imposition,
         individually or in the aggregate, of any condition or requirement which
         could materially and Adversely affect Seller;

                  (f) ATS shall  have  delivered  to  Seller  or the  applicable
         Seller Subsidiary the Collateral Real Estate Documents;

                  (g) The  Purchase  Price  shall have been paid as set forth in
         Section 2.3; and

                  (h) As of the Closing  Date,  no Legal Action shall be pending
         before or threatened in writing by any  Authority  which might,  in the
         reasonable  business  judgment  of  Seller,  based  upon the  advice of
         counsel, have a material adverse effect on ATS, 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.



                                      -24-


<PAGE>



                                    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 written consent of Seller and ATS;

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

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

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

                  (e) by ATS in the  event of a  failure  of the  condition  set
         forth in Section 6.2(i) or 6.2(k).

         The term  "Termination  Date"  shall mean March 31,  1998 or such other
date as the parties may, from time to time, mutually agree.

         The right of ATS or Seller to terminate this Agreement pursuant to this
Section shall remain  operative  and in full force and effect  regardless of any
investigation  made by or on behalf of either party, any Person  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,  9.3 and 9.5  and  this  Section,  in the  event  of the
termination  of this  Agreement  pursuant  to Section  7.1,  or in the event the
Transactions shall not have been consummated prior to the end of business on the
Termination  Date, this Agreement shall forthwith become void, there shall be no
liability on the part of either party, or any of their respective  shareholders,
officers or  directors,  to the other and all rights and  obligations  of either
party shall cease;  provided,  however,  that such termination shall not relieve
either party from  liability for any  misrepresentation  or breach of any of its
warranties, covenants or agreements set forth in this Agreement.

         (b) Each of Seller and ATS agrees that, in the event either party shall
seek specific performance of this Agreement in accordance with the provisions of
Section  9.5,  (i) any  breach by it shall be deemed  to be  detrimental  to the
other, (ii) it will not oppose any temporary  restraining order or other form of
injunctive  relief  sought  by the  other  party,  and  (iii) in the case of the
Seller, it will hold the proceeds of any sale or other

                                      -25-


<PAGE>



disposition  of all or any part of the Seller  Assets or the Seller  Business in
constructive trust for the benefit of ATS.

         (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,  obligations  or
remedies.


                                    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) one (1)  year  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,  3.7(a),  3.11, 3.18 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 one (1) year unless otherwise
herein  expressly  provided to the contrary.  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 or 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 Seller and ATS (the "indemnifying party")
agrees that on and after the Closing it shall  indemnify  and hold  harmless the
other (the  "indemnified  party") from and against any and all damages,  claims,
losses,  expenses,   costs,  obligations  and  liabilities,   including  without
limitation liabilities for all reasonable attorneys',  accountants' and experts'
fees  and  expenses  including  those  incurred  to  enforce  the  terms of this
Agreement or any Collateral  Document  executed by it  (collectively,  "Loss and
Expense"),  suffered, directly or indirectly, by the indemnified party by reason
of, or arising out of:

                  (a) any material 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) in the  case of  Seller  as the  indemnifying  party,  the
         failure of Seller or any Seller  Subsidiary  to comply  with Bulk Sales
         law of any applicable jurisdiction; or

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

                  (d) in the case of ATS as the  indemnifying  party,  by reason
         of, or arising out of, (i) Seller Assumed  Obligations  and/or (ii) the
         ownership and  operation of the Seller  Assets and the Seller  Business
         from and after the Closing Date,  except for Events arising prior to or
         existing on the

                                      -26-


<PAGE>



         Closing Date,  unless they are part of the Seller Assumed  Obligations,
         and/or (iii) Section 5.2(c) financial statements,  except to the extent
         Seller is liable to ATS pursuant to the  provisions of paragraph (a) of
         this Section.

         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,  $50,000, in which event the indemnified party
shall be  entitled  to  recover  all such Loss and  Expense  (including  without
limitation  such  $50,000),  and (ii) in no event  shall  the  aggregate  amount
required to be paid by each  indemnifying  party  pursuant to the  provisions of
this  Article  exceed  the  greater of (x)  $1,000,000  or (y) the excess of (I)
$2,500,000 over the (II) the amount paid by such indemnifying  party pursuant to
the  provisions  of Section 5.9,  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.

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


                                      -27-


<PAGE>



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


                                    ARTICLE 9

                               GENERAL PROVISIONS

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

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

         9.3 Fees, Expenses and Other Payments.  All costs and expenses incurred
in connection  with any transfer  taxes,  sales taxes,  recording or documentary
taxes,  stamps or other charges levied by any Authority in connection  with this
Agreement and the  consummation  of the  Transactions  shall be borne equally by
Seller  and ATS.  All  costs of  preliminary  title  reports  for Real  Property
constituting a part of the Seller Assets shall be borne by Seller.  All costs of
title insurance and environmental studies shall be borne by ATS. All other costs
and expenses  incurred in connection with this Agreement and the consummation of
the Transactions,  including without limitation  Hart-Scott-Rodino  filing fees,
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 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


                                      -28-


<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 Seller:

                  200 Cresson Boulevard
                  P.O. Box 989
                  Oaks, Pennsylvania 19456-0989
                  Attention: Samuel W. Morris, Jr., Vice President-General 
                                 Counsel
                  Telecopier No.:  (616) 650-3061

                  with a copy to:

                  Saul, Ewing, Remick & Saul
                  3800 Centre Square West
                  Philadelphia, Pennsylvania  19102
                  Attention: Thomas K. Pasch, Esq.
                  Telecopier No.: (215) 972-7725

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

                                      -29-


<PAGE>



to affect  materially and Adversely either party, the parties shall negotiate in
good faith to modify this  Agreement so as to effect the original  intent of the
parties as closely as possible to the fullest extent permitted by Applicable Law
in an  acceptable  manner to the end that the  Transactions  are  fulfilled  and
consummated to the maximum extent possible.

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

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

         9.9  Governing  Law. 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 Delaware  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.

         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  Seller
Disclosure  Schedule and the other Collateral  Documents delivered in connection
herewith),  constitutes  the entire  agreement of the parties and supersedes all
prior agreements and undertakings,  both written and oral,  between the parties,
with respect to the subject matter hereof,  including  without  limitation  that
certain letter of intent, dated May 16, 1997, 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 Seller and ATS,  and each  provision  hereof  has been  subject to the mutual
consultation,  negotiation  and  agreement  of the parties and there shall be no
construction  against  either  party based on any  presumption  of that  party's
involvement in the drafting thereof.

         9.15 Consent.  Whenever this Agreement  affords to a party the right to
consent to any act or  request of  another,  such party  shall not  unreasonably
withhold, delay or condition such consent.

                                      -30-


<PAGE>



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

                          American Tower Systems, Inc.


                                      By:_____________________________________
                                           Name: James S. Eisenstein
                                           Title:   Chief Operating Officer

                          Suburban Cable TV Co. Inc.


                                      By:______________________________________
                                           Name: Harry F. Brooks
                                           Title:   Executive Vice President



                                      -31-


<PAGE>



                                                                      APPENDIX A

                                   DEFINITIONS

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

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

         Accounts Receivable shall mean (a) any and all rights to the payment of
money or other forms of  consideration  of any kind at any time now or hereafter
owing or to be owing to Seller attributable to the ownership or operation of the
Seller Business  (whether  classified  under the Uniform  Commercial Code of any
state as accounts,  contract  rights,  chattel  paper,  general  intangibles  or
otherwise),  including without limitation accounts receivable, letters of credit
and the right to receive payment thereunder,  chattel paper, insurance proceeds,
contract rights, notes, drafts,  instruments,  documents,  acceptances,  and all
other debts, obligations and liabilities in whatever form now or hereafter owing
from any other Person, all guarantees, security and Liens for the payment of any
thereof,  and all of Seller's rights to goods, now owned or hereafter  acquired,
sold (delivered,  undelivered,  in transit or returned) which may be represented
thereby; and (b) all proceeds of any of the foregoing.

         Adverse,  Adversely, when used alone or in conjunction with other terms
(including  without  limitation  "affect," "change" and "effect") shall mean any
Event  which is  reasonably  likely 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 financial  condition or results of operation of
the Seller  Business,  or (c) impair Seller's ability to fulfill its obligations
under the terms of this Agreement,  or (d) adversely affect the aggregate rights
and remedies of ATS under this  Agreement.  Notwithstanding  the foregoing,  and
anything in this Agreement to the contrary notwithstanding,  any Event generally
affecting the economy or the tower communications business or the video business
shall not be deemed to constitute such a change, affect or effect.

         Additional  Title Matter shall have the meaning  given to it in Section
5.7.

         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;  provided,  however,  that for
purposes  of  this  Agreement,  Tele-Communications,  Inc.  and its  direct  and
indirect Subsidiaries shall not be treated as an Affiliate of Seller.

                                                     


<PAGE>



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

         Applicable Law shall mean any Law of any Authority, whether domestic or
foreign, including without limitation the FCA and 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.

         Approved Title  Conditions shall mean any one or more of the following:
(a) Liens for real  property  taxes and  assessments  not then  delinquent;  (b)
matters of title  approved  by ATS or deemed  approved  in  accordance  with the
provisions of Section 5.7; and (c) matters of title  created  following the date
of this Agreement by or with the written consent of ATS.

         Assets shall mean the business and the tangible and  intangible  assets
used in connection with the conduct of the Seller  Business,  which business and
assets  are  being  exchanged,  transferred  or  otherwise  conveyed  hereunder,
including without including without limitation the following:

                  (a) the Personal Property;

                  (b) the Real Property;

                  (c) the Governmental Authorizations;

                  (d) the Private Authorizations;

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

                  (f)  all   Intellectual   Property   and   other   proprietary
         information,  which relate to the Seller  Business,  including  without
         limitation,  technical  information  and data,  machinery and equipment
         warranties, maps, computer discs and tapes, plans, diagrams, blueprints
         and schematics,  including filings with all Authorities which relate to
         the Seller Business;

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

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

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

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

                                       A-2


<PAGE>



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

         ATS' Environmental Notice shall have the meaning given to it in Section
5.8.

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

         ATS' Title Notice shall have the meaning given to it in Section 5.7.

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

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

         CEA shall have the meaning given to it in Section 3.12.

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

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

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

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

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

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

         Collateral Real Estate  Documents shall have the meaning given to it in
Section 6.2(m).

                                       A-3


<PAGE>



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

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

         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.

         Disapproved  Cost Amount shall have the meaning  given to it in Section
5.9.

         Disapproved  Environment  Sites shall have the  meaning  given to it in
Section 5.8.

         Disapproved Sites shall have the meaning given to it in Section 5.7.

         Disapproved  Title Sites shall have the meaning  given to it in Section
5.7.

         Employment   Arrangement  shall  mean,  with  respect  to  Seller,  any
employment,  consulting,  retainer,  severance or similar  contract,  agreement,
plan,  arrangement or policy (exclusive of any which is terminable within thirty
(30) days  without  liability,  penalty  or payment of any kind by Seller or any
Affiliate), or providing for severance, termination payments, insurance coverage
(including any  self-insured  arrangements),  workers  compensation,  disability
benefits,   life,  health,   medical,   dental  or   hospitalization   benefits,
supplemental unemployment benefits,  vacation or sick leave benefits, pension or
retirement benefits or for deferred compensation, profit-sharing, bonuses, stock
options,  stock  purchase or  appreciation  rights or other  forms of  incentive
compensation  or  post-retirement  insurance,  compensation  or  post-retirement
insurance, compensation or benefits, or any collective bargaining or other labor
agreement,  whether or not any of the foregoing is subject to the  provisions of
ERISA, but only to the extent that it covers or relates to any officer, employee
or other Person  involved in the  ownership or operation of the Seller Assets or
the conduct of the Seller Business.

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

         Entity shall mean any corporation,  firm, unincorporated  organization,
association,  partnership,  limited  liability  company,  trust  (inter vivos or
testamentary),  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  Company  shall have the  meaning  given to it in Section
5.8.

         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

                                       A-4


<PAGE>



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.

         Environmental  Reports  shall have the  meaning  given to it in Section
5.8.

         ERISA shall mean the Employee  Retirement  Income Security Act of 1974,
and the rules and regulations thereunder, all as from time to time in effect, or
any successor law, rules or  regulations,  and any reference to any statutory or
regulatory  provision  shall  be  deemed  to be a  reference  to  any  successor
statutory or regulatory provision.

         ERISA  Affiliate  shall  mean any  Person  that is  treated as a single
employer  with Seller  under  Sections  414(b),  (c),  (m) or (o) of the Code or
Section 4001(b)(1) of ERISA.

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

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

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

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

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

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

         GAAP shall mean means,  except to the extent that a deviation therefrom
is expressly required by this Agreement, such principles applied on a consistent
basis,  (i) as set forth in Opinions of the Accounting  Principles  Board of the
American  Institute  of  Certified  Public   Accountants   ("AICPA")  and/or  in
statements

                                       A-5


<PAGE>



of  the  Financial  Accounting  Standards  Board  that  are  applicable  in  the
circumstances as of the date in question,  (ii) when not inconsistent  with such
opinions and statements, as set forth in other AICPA publications and guidelines
and/or (iii) that otherwise arise by custom for the particular industry,  all as
the same shall exist on the date of this Agreement.

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

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

         Hart-Scott-Rodino Act shall mean the Hart-Scott-Rodino  Improvement Act
of 1976, as from time to time in effect, or any successor law, and any reference
to any  statutory  provision  shall be deemed to be a reference to any successor
statutory provision.

         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.

         Indebtedness  shall mean,  with  respect to any Person,  (a) all items,
except  items of  capital  stock or of  surplus  or of  general  contingency  or
deferred tax reserves or any minority  interest in any Subsidiary of such Person
to the extent such interest is treated as a liability with indeterminate term on
the  consolidated  balance sheet of such Person,  which in accordance  with GAAP
would be included in  determining  total  liabilities  as shown on the liability
side of a balance sheet of such Person, (b) all obligations  secured by any Lien
to which any property or asset owned or held by such Person is subject,  whether
or not the obligation  secured  thereby shall have been assumed,  and (c) to the
extent not  otherwise  included,  all  Contractual  Obligations  of such  Person
constituting  capitalized leases and all obligations of such Person with respect
to Leases constituting part of a sale and leaseback arrangement.

         Indebtedness  for Money  Borrowed  shall mean,  with respect to Seller,
money borrowed and Indebtedness represented by notes payable and drafts accepted
representing   extensions  of  credit,  all  obligations   evidenced  by  bonds,
debentures,  notes or other similar instruments, the maximum amount currently or
at any time thereafter  available to be drawn under all  outstanding  letters of
credit  issued  for the  account of such  Person,  all  Indebtedness  upon which
interest  charges are  customarily  paid by such  Person,  and all  Indebtedness
(including  capitalized lease obligations)  issued or assumed as full or partial
payment  for  property  or  services,  whether  or not any such  notes,  drafts,
obligations or Indebtedness represent Indebtedness for money borrowed, but shall
not include (a) trade payables,  (b) expenses  accrued in the ordinary course of
business,  (c) customer advance payments and customer  deposits  received in the
ordinary course of business,  or (d) conditional sales agreements not prohibited
by the terms of this Agreement.

         Insured  Real  Property  shall have the meaning  given to it in Section
5.7.

         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,

                                       A-6


<PAGE>



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

         Law shall mean any (a) administrative,  judicial,  legislative or other
action,  code,  consent  decree,  constitution,  decree,  directive,  enactment,
finding, guideline, law, injunction, interpretation, judgment, order, ordinance,
policy statement,  proclamation,  promulgation,  regulation,  requirement, rule,
rule of law, rule of public policy,  settlement  agreement,  statute, or writ of
any  Authority,  domestic  or  foreign;  (b) the common  law,  or other legal or
quasi-legal  precedent;  or (c)  arbitrator's,  mediator's  or referee's  award,
decision,  finding or recommendation;  including, in each such case or instance,
any interpretation,  directive,  guideline or request, whether or not having the
force of law including, in all cases, without limitation any particular section,
part or provision thereof.

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

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

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

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

         Material  Agreement shall mean, with respect to Seller, any Contractual
Obligation  which (a) was not entered into in the  ordinary  course of business,
(b) was entered into in the ordinary  course of business  which (i) involved the
purchase,  sale or lease  of  goods  or  materials,  or  purchase  of  services,
aggregating more than $50,000 during the last fiscal year, (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 (d) is or otherwise  constitutes a written  agency,  broker,  dealer,
license, distributorship, sales representative or similar written agreement, (e)
accounted  for more  than  three  percent  (3%) of the  revenues  of the  Seller
Business  in the last year or is likely to account  for more than three  percent
(3%) of revenues of the Seller

                                       A-7


<PAGE>



Business  during the current  fiscal year,  (f) is with the United States Forest
Service or any other Authority,  or (g) involves the management by Seller of any
communication tower of any other Person.

         Maximum  Disapproved  Cost Amount shall have the meaning given to it in
Section 5.9.

         Maximum Site Disapproved Cost Amount shall have the meaning given to it
in Section 5.9.

         MicroNet L.P. shall mean MicroNet Delmarva Associates, L.P., a Delaware
limited partnership.

         Multiemployer  Plan shall mean a Plan which is a  "multiemployer  plan"
within the meaning of Section 4001(a)3 of ERISA.

         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 2.2(c).

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

         PBGC shall mean the Pension Benefit Guaranty Corporation and any Entity
succeeding to any or all of its functions under ERISA.

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

         Person shall mean any natural individual or any Entity.

         Personal  Property shall mean all of the machinery,  equipment,  tools,
vehicles, furniture, leasehold improvements, office equipment, plant, inventory,
spare parts and other  tangible  personal  property which are owned or leased by
Seller or any Seller Subsidiary and used as of the date hereof in the conduct of
the Seller Business, plus such additions thereto and deletions therefrom arising
in the ordinary course of business between the date hereof and the Closing Date.

         Plan shall mean,  with respect to any Person and at a particular  time,
any employee benefit plan which is covered by ERISA and in respect of which such
Person or an ERISA  Affiliate is (or, if such plan were terminated at such time,
would under  Section 4069 of ERISA be deemed to be) an  "employer" as defined in
Section  3(5) of ERISA,  but only to the extent that it covers or relates to any
officer, employee or other Person involved in the ownership and operation of the
Assets or the conduct of the business of the Seller Business.

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


                                       A-8


<PAGE>



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

         Private Authorizations shall mean all approvals, concessions, consents,
franchises,  licenses,  permits,  and other authorizations of all Persons (other
than   Authorities)   including   without   limitation  those  with  respect  to
Intellectual  Property  relating to the  ownership  or  operation  of the Seller
Assets or the conduct of the Seller Business.

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

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

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

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

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

         Securities Act shall mean the Securities Act of 1933, and the rules and
regulations  thereunder,  all as from time to time in effect,  or any  successor
law,  rules or  regulations,  and any  reference to any  statutory or regulatory
provision  shall be deemed  to be a  reference  to any  successor  statutory  or
regulatory provision.

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

         Seller  Accounts  Receivable  shall  have  the  meaning  given to it in
Section 2.4.

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

         Seller Assumable  Agreements shall mean all obligations and liabilities
of Seller under all Leases,  Material Agreements,  Governmental  Authorizations,
Private  Authorizations  and other  Contractual  Obligations  not required to be
listed on Section  3.15 of the Seller  Disclosure  Schedule  entered into in the
ordinary course of business and relating to the ownership or operation of any of
the Seller Assets or the
conduct of the Seller Business.

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

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

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


                                       A-9


<PAGE>



         Seller Employees shall have the meaning given it in the Section 3.14.

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

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

         Seller Subsidiaries shall mean, collectively, Lenfest Atlantic, Inc., a
New  Jersey  corporation,  MicroNet,  Inc.,  a  Delaware  corporation,  MicroNet
Diversified Investments, Inc., a Delaware corporation,  MicroNet Delmarva, Inc.,
a Delaware  corporation,  MicroNet,  L.P, a Delaware  limited  partnership,  and
Lenfest New Castle County, a Delaware general partnership.

         Seller's  Environmental  Notice  shall have the meaning  given to it in
Section 5.8.

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

         Seller's  Title  Notice  shall have the meaning  given to it in Section
5.7.

         Settlement Proposal shall have the meaning given to it in Section 8.5.

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

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

         Tax  Allocation  Schedule shall have the meaning given to it in Section
2.3.

         Tax  Claim  shall  mean any Claim  which  relates  to Taxes,  including
without limitation the representations and warranties set forth in Section 3.11.

         Tax Return or Returns shall mean all returns, consolidated or otherwise
(including without limitation  information  returns),  required to be filed with
any Authority with respect to Taxes.

         Taxing   Authority  shall  mean  any  Authority   responsible  for  the
imposition of any Tax.

         Title Company shall have the meaning given to it in Section 5.7.

                                      A-10


<PAGE>


         Title Reports shall have the meaning given to it in Section 5.7.

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

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






                                      A-11