PUT AGREEMENT

     AGREEMENT,  dated as of December 11, 1998, between Audio Book Club, Inc., a
Florida corporation (the "Company") and Metacom,  Inc., a Minnesota  corporation
("Metacom").

     WHEREAS,  Metacom,  the Company  and Classic  Radio  Acquisition  Corp.,  a
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 Classic Radio of the assets of Metacom's
Adventures in Cassettes division (the "Assets");

     WHEREAS,  pursuant to the  Purchase  Agreement  the Company  shall issue to
Metacom 50,000 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  Metacom  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) Metacom  shall have the right and option (the "Put  Option") to sell to
the Company,  and the Company shall have the  obligation  to buy,  provided such
redemption  is not otherwise  prohibited  by  applicable  law, all of the Shares
(collectively,  the "Put  Shares")  during  the Option  Period  (as  hereinafter
defined)  at $10.00 per share  (the "Put  Price").  The  "Option  Period"  shall
commence on the third  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.

     (b) If at any time  during  which the Put  Shares  are  publicly  tradeable
pursuant to an effective  registration  statement or Rule 144 promulgated  under
the  Securities  Act of 1933, as amended,  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 Metacom
(a "Put  Notice") to Company  advising of its election to exercise the Put. Each
Put Notice  shall 


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set forth the number of Put Shares to be sold to Company.  If Metacom  elects to
put to the  Company  less than all of the Put Shares  eligible  to be put to the
Company in accordance  with the terms hereof,  the Put Option shall terminate as
to those eligible Put Shares not put to the Company. The closing of the purchase
and sale of the Shares being sold by Metacom  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 Metacom,  on the one hand, and the Company,  on the other hand, to
sell and  purchase,  all Put  Shares  being put to the  Company  by  Metacom  in
accordance  with  the  provisions  of  this  Agreement.  On the  date of the Put
Closing, Metacom 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 Metacom 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

             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


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<PAGE>


             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

             and

             Tenzer Greenblatt LLP
             405 Lexington Avenue
             New York, New York 10174
             Attention: Brad Shiffman, Esq.
             Telephone No.: (212) 885-5442
             Facsimile No.: (212) 885-5001

             if to Seller, to:

             Metacom, Inc.
             5353 Nathan Lane
             Plymouth, MN 55442
             Attention: Robert Ezrilov and DeeDee Drays, Esq.
             Telephone No.: 612-557-6145
             Facsimile No.:

             with a copy to:

             Lommen, Nelson, Cole & Stageberg, P.A.
             1800 IDS Center
             Minneapolis, MN 55402
             Attention: David S. Ezrilov, Esq.
             Telephone No.: 612-336-9331
             Facsimile No.: 612-339-8064

     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.

     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.


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<PAGE>


     IN WITNESS  WHEREOF,  the Company and Metacom 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 Officer


                                    METACOM, INC.


                                    By: /s/ R. Ezrilov
                                       ---------------------------
                                       Name:   R. Ezrilov
                                       Title:  President


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