PUT AGREEMENT

     AGREEMENT,  dated as of December 11, 1998, between Audio Book Club, Inc., a
Florida corporation (the "Company") and Premier Electronic Laboratories, Inc., a
Connecticut corporation ("Premier").

     WHEREAS,  Premier,  the Company and Classic  Radio  Acquisition  Corp.,  an
indirect  wholly-owned  subsidiary of the Company ("Classic Radio") have entered
into an  asset  purchase  agreement  (the  "Purchase  Agreement")  on even  date
herewith  providing for the purchase by the Classic  Radio of certain  assets of
Premier (the "Assets");

     WHEREAS,  pursuant to the  Purchase  Agreement  the Company  shall issue to
Premier  125,000  shares (the  "Shares") of the Company's  common stock,  no par
value (the "Common Stock"), as partial consideration for the Assets;

     WHEREAS,  the  Company has agreed to provide  Premier  with  certain  "put"
rights with respect to the Shares in accordance with the terms hereof;

     NOW,  THEREFORE,  for good and valuable  consideration  receipt of which is
hereby acknowledged, the parties hereto agree as follows:

          1. Put Rights.

          (a) Premier shall have the right and option (the "Put Option") to sell
     to the Company such number of Shares (the "Put  Shares") as set forth below
     on a  cumulative  basis on or after the  applicable  put date  (each a "Put
     Date")  during the Option  Period (as  hereinafter  defined) at a price per
     share  equal to the  corresponding  put  price  (each a "Put  Price").  The
     "Option  Period" shall  commence on the second  anniversary  of the Closing
     Date (as such term is defined in the Purchase  Agreement)  and shall end on
     the tenth anniversary of the Closing Date, unless and to the extent the Put
     Option has  otherwise  been  earlier  terminated  pursuant  to the terms of
     Paragraph 1(b) below.

      Put Shares
   Becoming Exercisable     Put Price      Put Date
   --------------------     ---------      --------

          25,000              $7.00        Two (2) years from the Closing Date

          25,000             $12.00        Three (3) years from the Closing
                                           Date

          25,000             $14.00        Five (5) years from the Closing Date


          50,000             $15.00        Seven (7) years from the Closing Date


          (b)  If at any  time  after  the  Put  Shares  shall  become  publicly
     tradeable,  the daily  closing  price of the Common  Stock on the  American
     Stock  Exchange (or such other stock  exchange on which the Common Stock is
     listed) is greater than the Put Price specified in Paragraph 1(a) above for
     any Put Shares for ten (10) consecutive  trading days, the Put Option shall
     terminate with respect to those Put Shares (whether or not those Put Shares
     were eligible to be put to the Company).

     2. The Put Option shall be exercisable by notice in writing sent by Premier
(a "Put  Notice") to Company  advising of its election to exercise the Put. Each
Put Notice  shall set forth the number of Put Shares to be sold to  Company.  If
Premier elects to sell less than all of the Put Shares  eligible to be sold, the
Put Option shall terminate as to those eligible Put Shares not sold. The closing
of the purchase  and sale of the Shares  being sold by Premier  shall take place
ten (10) business  days after the Company's  receipt of the Put Notice (the "Put
Closing").  The exercise of the Put Option shall constitute an unconditional and
irrevocable  commitment  by Premier,  on the one hand,  and the Company,  on the
other hand,  to sell and  purchase,  all Put Shares  being put to the Company by
Premier in accordance with the provisions of this Agreement.  On the date of the
Put Closing,  Premier shall deliver to the Company at the Company's  offices set
forth in Paragraph 3 below, the certificate  representing  the Shares,  free and
clear of any lien or  encumbrance  thereon,  accompanied  by a stock  power duly
endorsed  in blank and the  Company  shall  deliver to  Premier  in  immediately
available  funds  the  aggregate  Put Price for such  Shares  being  sold to the
Company,  together with a stock certificate  representing the Shares not sold to
the Company.

     3.  Notices.  All notices and other  communications  hereunder  shall be in
writing  and shall be deemed  given if  delivered  personally  or by  commercial
messenger or courier service,  or mailed by registered or certified mail (return
receipt  requested)  or sent via  facsimile  (with  acknowledgment  of  complete
transmission)  to the  parties  at the  following  addresses  (or at such  other
address for a party as shall be specified by like notice):

                           if to the Company, to:

                           Audio Book Club, Inc.
                           20 Community Place
                           P.O. Box 2346
                           Morristown, NJ 07962-2346
                           Attn: Michael Herrick
                           Telephone No.: 973-539-1390
                           Facsimile No.: 973-539-0596

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                           with a copy to:

                           Audio Book Club, Inc.
                           2295 Corporate Blvd., N.W.
                           Suite 222
                           P.O. Box 5010
                           Boca Raton, FL 33431
                           Attn: Norton Herrick
                           Telephone No.: 561-241-9880
                           Facsimile No.: 561-241-9887

                           and

                           Frankfurt, Garbus, Klein & Selz, P.C.
                           488 Madison Avenue
                           New York, New York 10022
                           Attention: Gary A. Schonwald, Esq.
                           Telephone No.: (212) 826-5583
                           Facsimile No.: (212) 593-9175

                           if to Seller, to:

                           Premier Electronic Laboratories, Inc.
                           Box 542
                           New Town, CT 06470
                           Attention: Mr. David Goldin
                           Telephone No.: 203-426-2524
                           Facsimile No.: 203-426-2525

                           with a copy to:

                           Peter Lane, PLLC
                           153 Stevens Avenue
                           Mount Vernon, NY 10550
                           Telephone: (914) 699-6052
                           Facsimile: (914) 699-1769

     4.   Counterparts.   This   Agreement  may  be  executed  in  one  or  more
counterparts,  all of which shall be considered  one and the same  agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and  delivered  to the other  party,  it being  understood  that all
parties need not sign the same counterpart.


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     5.  Amendment.  This Agreement may only be amended by the parties hereto by
execution of an  instrument  in writing  signed on behalf of each of the parties
hereto.

     6.  Governing  Law.  This  Agreement  shall be governed by and construed in
accordance  with the laws of the State of Florida,  regardless  of the laws that
might otherwise govern under applicable principles of conflicts of laws thereof.
Each of the parties hereto  irrevocably  consents to the exclusive  jurisdiction
and venue of any federal and state courts located within Palm Beach County,  and
courts with  appellate  jurisdiction  therefrom,  in connection  with any matter
based upon or arising out of this Agreement or the matters  contemplated herein,
agrees that process may be served upon them in any manner authorized by the laws
of the State of Florida for such persons and waives and  covenants not to assert
or plead any objection  which they might  otherwise  have to such  jurisdiction,
venue and such process.

                            [SIGNATURE PAGE FOLLOWS]


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     IN WITNESS  WHEREOF,  the Company and Premier have caused this Agreement to
be signed by their duly  authorized  officers  all as of the date first  written
above.


                                        AUDIO BOOK CLUB, INC.


                                        By: /s/ Norton Herrick
                                           ---------------------------------
                                           Name: Norton Herrick
                                           Title: Co-Chief Executive


                                        PREMIER ELECTRONIC LABORATORIES, INC.


                                        By: /s/ J. David Goldin
                                           ---------------------------------
                                           Name: J. David Goldin
                                           Title: President

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