PUT AGREEMENT

     AGREEMENT,  dated as of December 11, 1998, between Audio Book Club, Inc., a
Florida corporation (the "Company") and Carl Amari, an individual residing at 11
Cutters Run, South Barrington, IL 60010 ("Amari").

     WHEREAS, the Company, Classic Radio Holding Corp., which is wholly-owned by
the Company ("Classic Radio") and Radio Spirits,  Inc., an Illinois  corporation
wholly-owned  by Amari  ("RSI") have entered into a plan and agreement of merger
and supplemental  agreement  (collectively the "Merger  Agreement") on even date
herewith  providing  for the  merger  of RSI with and into  Classic  Radio  (the
"Merger").  The  capitalized  terms used and not otherwise  defined herein shall
have the meaning ascribed to such terms in the Merger Agreement;

     WHEREAS,  pursuant to the Merger  Agreement  Amari and his  designees  will
receive,  as part of the merger  consideration,  an  aggregate  of up to 425,000
shares (the "ABC Shares") of the Company's  common stock, no par value (the "ABC
Common Stock"); and

     WHEREAS,  the Company has agreed to provide Amari with certain "put" rights
with  respect to 175,000 of the ABC Shares (the "Put  Shares") to be issued free
from escrow to Amari on the Merger Date 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) Amari 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, such number
     of the Put Shares as set forth below on a cumulative  basis on or after the
     applicable  put exercise date (each a "Put  Exercise  Date") during the Put
     Period  (as  hereinafter  defined)  at a  price  per  share  equal  to  the
     corresponding  put price (each a "Put Price"),  as  determined  pursuant to
     Paragraph 2 below. The "Put 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.

            Put Shares
            Becoming Exercisable          Put Exercise Date
            --------------------          -----------------

            150,000                       Three (3) years from the Closing Date

             25,000 additional Shares     Four (4) years from the Closing Date  
            -------------------------

     Total: 175,000 Shares


<PAGE>



          (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 (and are in fact tradeable by
     Amari without  restriction)  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  determined  pursuant
     to  Paragraph 2 below 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);
     provided,  however, that such Put Option may be restored in accordance with
     Paragraph 2(b) below.

     2.   Put Price.

          (a) The Put Option shall be  exercisable at the Put Price provided for
     below based on Classic  Radio's annual EBITDA (as defined and calculated in
     accordance with the Merger Agreement).  Except as specifically  provided in
     Paragraph  2(b) below,  (x) the Put Price shall be reduced  with respect to
     all of the Put Shares if the EBITDA for any year  subsequent  to the fiscal
     year ending  December  31,  1998  results in a lower Put Price as set forth
     below; and (y) the Put Option will immediately  terminate if the EBITDA for
     any year  subsequent to the fiscal year ending December 31, 1998 results in
     the termination of the Put Option as provided below.

          (i) If the EBITDA of Classic Radio for the fiscal year ending December
     31,  1998 (which for fiscal  year 1998 shall be based on the  aggregate  of
     RSI's EBITDA  through the Merger Date plus the EBITDA of Classic  Radio and
     its  subsidiary,  Classic Radio  Acquisition  Corp.  (together with Classic
     Radio,  the "Classic Radio  Companies") for the period  commencing from the
     day after the Merger Date  through  December 31, 1998  attributable  to the
     business of RSI and such other  business as shall be included in the EBITDA
     calculation for the fiscal year ending December 31, 1998 as provided in the
     Merger Agreement) exceeds the indicated EBITDA figure,  then the Put Option
     shall be exercisable at the corresponding Put Price:

               EBITDA                        Put Price
               ------                        ---------

               $950,000                      $ 12.00
               $900,000                      $  9.00
               $850,000                      $  6.00
               $800,000                      $  4.00

               $800,000 or less              Put Option shall terminate (subject
                                             to Paragraph 2(b) below)


                                       -2-

<PAGE>



          (ii) If the EBITDA of the Classic Radio  Companies for the fiscal year
     ending December 31, 1999 exceeds the indicated EBITDA figure,  then the Put
     Option shall be exercisable at the corresponding Put Price:

               EBITDA                        Put Price
               ------                        ---------

               $1,100,000                    $ 12.00
               $1,000,000                    $  9.00
               $  900,000                    $  6.00

               $900,000 or less              Put Option shall terminate (subject
                                             to Paragraph 2(b) below)

          (iii) If the EBITDA of the Classic Radio Companies for the fiscal year
     ending December 31, 2000 exceeds the indicated EBITDA figure,  then the Put
     Option shall be exercisable at the corresponding Put Price:

               EBITDA                        Put Price
               ------                        ---------

               $1,350,000                    $ 12.00
               $1,250,000                    $  9.00
               $1,150,000                    $  8.00

               $1,150,000 or less            Put Option shall terminate (subject
                                             to Paragraph 2(b) below)

          (b)  Notwithstanding  the  provisions  of Paragraph  2(a),  if (i) the
     EBITDA of the Classic Radio  Companies for the fiscal year ending  December
     31, 1998 (as calculated in accordance with Paragraph 2(a)(i) above) exceeds
     $800,000,  and (ii) the cumulative  EBITDA for the Classic Radio  Companies
     for the three (3) year period ending December 31, 2000 exceeds  $3,400,000,
     then the Put Option shall be restored at $12.00 per Share if (x) the EBITDA
     for the Classic  Radio  Companies  for the fiscal year ending  December 31,
     1999 is greater  than  $855,000  and (y) the EBITDA for the  Classic  Radio
     Companies  for the fiscal year  ending  December  31, 2000 is greater  than
     $1,092,500,  provided that the Put Option will not be restored with respect
     to any Put  Shares if at any time after  such Put  Shares  became  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)
     was greater than $12.00 per share for ten (10) consecutive trading days.

     3. Exercise of Put Rights. The Put Option shall be exercisable by notice in
writing sent by Amari (a "Put  Notice") to the Company  advising of his election
to exercise  the Put Option.  Each Put Notice  shall set forth the number of Put
Shares to be sold to Company.  Amari shall have up to four (4)  opportunities to
send a Put Notice with respect to any Put Shares  eligible to be sold,  provided
that no less than ten percent  (10%) of such eligible Put Shares are included in
a Put Notice.  The closing of the purchase and sale of the Put Shares being sold
by Amari 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 Amari to


                                       -3-

<PAGE>



sell, on the one hand,  and the Company to purchase,  on the other hand, all Put
Shares being put to the Company by Amari in  accordance  with the  provisions of
this  Agreement.  On the date of the Put  Closing,  Amari  shall  deliver to the
Company  at the  Company's  offices  set  forth in  Paragraph  5 below the stock
certificate  representing  such  Put  Shares,  free  and  clear  of any  lien or
encumbrance  thereon,  (except  for the  liens  and  encumbrances  which  may be
asserted by the Company) accompanied by a stock power duly endorsed in blank and
the Company shall deliver to Amari in immediately  available funds the aggregate
Put Price for such Put Shares being sold to the Company,  together  with a stock
certificate  representing  the ABC Shares not sold by Amari to the  Company  (if
any).

     4. Security Interest.  In accordance with the terms of a security agreement
dated of even date hereof  between the Classic Radio  Companies  and Amari,  the
Classic Radio Companies have granted to Amari a security  interest in the assets
of the Classic Radio Companies acquired from RSI (and all substitutes, additions
and proceeds thereof) to secure the Company's obligations to Amari hereunder.

     5.  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


                                       -4-

<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 Classic Radio, to:

          Classic Radio Holding Corp.
          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

          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


                                       -5-

<PAGE>



          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 Amari, to:

          Carl Amari
          11 Cutters Run
          South Barrington, IL 60010
          Telephone No.: 847-428-9485

          with a copy to:

          Schwartz & Freeman
          401 North Michigan Avenue
          Suite 1900
          Chicago, IL 60611-4206
          Attn: William Kummerer, Esq.
          Telephone No.: 312-222-6683
          Facsimile No.: 312-222-0818

     6.   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.

     7.  Survivability.  This Agreement shall survive the termination of Amari's
employment with Classic Radio for any reason.

     8.  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.

     9.  Transferability.  Except as set forth below,  the Put Option granted to
Amari  hereunder  is not  transferable  by Amari at any time  without  the prior
written  consent of the  Company.  Notwithstanding  the  foregoing,  without the
consent of the Company,  the Put Option relating to the Put Shares held by Amari
may be  transferred  (along  with the Put  Shares)  to,  and  exercised  by,  an
immediate  family  member  of Amari or  trust(s)  established  by Amari  for the
benefit of himself  and/or his  family for estate  planning  purposes,  provided
Amari  controls  all  decisions  related to such Put Option  including,  without
limitation,  the exercise thereof, on behalf of such trust. In the event of such
transfer,  Amari will promptly  provide the Company with notice of such transfer
and copies of


                                       -6-

<PAGE>



all agreements pursuant to which Amari maintains  decision-making  authority and
all such  transferees  shall be  subject  to the  terms and  conditions  of this
Agreement.

     10. Enforcement. If either party institutes any legal proceeding to enforce
his or its rights  hereunder,  the prevailing  party in such proceeding shall be
entitled  to  recover  from  the  non-prevailing  party  his or  its  reasonable
attorneys' fees, costs and litigation expenses.


                           [SIGNATURE PAGE TO FOLLOW]


                                       -7-

<PAGE>




     IN WITNESS  WHEREOF,  the Company and RSI 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-CEO


                                        /s/ CARL AMARI
                                        ---------------------------------------
                                        CARL AMARI