IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

                          IN AND FOR NEW CASTLE COUNTY


JOHN WINSTON,                        )
                                     )
         Plaintiff,                  )
                                     )
         v.                          )              C.A. Nos. 14807 & 15416
                                     )
LEONARD S. MANDOR, ROBERT A.         )
MANDOR, JOAN LEVINE, HARVEY          )
JACOBSON, GREGORY MCMAHON,           )
GEOFFREY S. AARONSON, MILESTONE      )
PROPERTIES, INC. and CONCORD ASSETS  )
GROUP, INC.,                         )
                                     )
         Defendants.                 )

                     STIPULATION AND AGREEMENT OF SETTLEMENT


         THIS  STIPULATION  AND  AGREEMENT  OF  SETTLEMENT  (together  with  all
exhibits, the "Stipulation") is entered into this 5th day of August, 1998 by and
among (i) JOHN WINSTON (the "Plaintiff"),  suing on his own behalf,  purportedly
on behalf of all holders of the $.78  Convertible  Series A preferred stock, par
value $.01 per share (the "MPI Preferred Stock") of MILESTONE  PROPERTIES,  INC.
("MPI"),  a Delaware  corporation,  and  derivatively on behalf of MPI, and (ii)
LEONARD S. MANDOR,  ROBERT A.  MANDOR,  JOAN LEVINE,  HARVEY  JACOBSON,  GREGORY
MCMAHON,  GEOFFREY S. AARONSON,  MPI and CONCORD ASSETS GROUP,  INC., a New York
corporation   ("Concord")   (collectively,   the  "Defendants")   through  their
undersigned counsel.

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                  WHEREAS:

         A. MPI,  through its own operations and those of its  subsidiaries,  is
engaged in the  business of  acquiring,  owning,  managing and  developing  real
estate, and other real estate related businesses.
         B. Defendants Leonard S. Mandor,  Robert A. Mandor,  Geoffrey Aaronson,
Harvey Jacobson and Gregory McMahon are directors and/or  executive  officers of
MPI, and at the time of the  Transactions  (as defined herein) were,  along with
Defendant Joan LeVine, directors and/or executive officers of MPI.
         C. Defendants  Geoffrey  Aaronson,  Harvey Jacobson and Gregory McMahon
were,  at the time of the  Transactions,  the only members of the Related  Party
Transaction Committee of MPI's Board of Directors, which committee was appointed
by the Board to evaluate  the  fairness of possible  transactions  with  parties
related to MPI,  including the Acquisition (as defined herein) challenged by the
Plaintiff.
         D. In  September  1995,  MPI  distributed  to each holder of MPI common
stock, par value $.01 per share (the "MPI Common Stock"),  and to each holder of
MPI Preferred  Stock, a Proxy Statement - Information  Statement dated September
12,  1995  (the  "Proxy  Statement")   describing  certain  transactions  to  be
considered  and  approved  at a Special  Meeting of MPI's  stockholders  held on
October 23, 1995,  whereby:  (i) MPI would  acquire  certain  wraparound  notes,
wraparound  mortgages  and fee interests  from  subsidiaries  and  affiliates of
Concord in exchange for  $500,005 in cash and the issuance to such  subsidiaries
and  affiliates  of  Concord  of  2,544,654  shares  of MPI  Common  Stock  (the
"Acquisition"); (ii) 16 properties owned by MPI would be transferred (the

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<PAGE>

"Transfer") to Union Property  Investors,  Inc. ("UPI"), a Delaware  corporation
and a then wholly-owned  subsidiary of MPI; and (iii) UPI would be recapitalized
(the "Recapitalization") and thereafter,  all of the outstanding shares of UPI's
Common Stock would be  distributed  to the holders of MPI Common Stock (the "MPI
Common  Stockholders") on a share-for-share  basis and for no consideration (the
"Spin-Off") (the Acquisition, the Transfer, the Recapitalization,  the Spin-Off,
and the transactions contemplated thereby,  including,  without limitation,  the
actions  undertaken  at and in  connection  with the  Special  Meeting  of MPI's
stockholders held on October 23, 1995, and the documents  prepared in connection
therewith,  including, without limitation, the Proxy Statement, are collectively
referred to herein as the "Transactions"). The Acquisition required the approval
of a majority of the shares of MPI Common  Stock,  and the Transfer and Spin-Off
were contingent on the approval of the Acquisition. On October 23, 1995, the MPI
Common Stockholders approved the Acquisition. The Transfer and the Spin-Off were
completed in October 1995 and November 1995, respectively.
         E. On January 30, 1996, the Plaintiff, a holder of MPI Preferred Stock,
filed a class action  complaint  (the  "Complaint")  on behalf of all holders of
shares of MPI Preferred Stock (the "MPI Preferred Stockholders") in the Delaware
Court of Chancery  (the  "Court"),  Civil Action No.  14807,  claiming  that the
Transactions  breached the Defendants'  fiduciary duty and an implied obligation
of good  faith  owed to the  holders  of the MPI  Preferred  Stock  (the  "First
Action").  On February 12, 1996, the  Defendants  moved to dismiss the Complaint
pursuant to Chancery Court Rule 12(b)(6) for failure to state a claim.
     F.   The Plaintiff filed an Amended Class Action  Complaint on June 5, 1996
          (the
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"Amended   Complaint")   that  included   additional   counts   challenging  the
Transactions as violating  Section 271 of the Delaware  General  Corporation Law
("Section  271") and  several  provisions  of the  Certificate  of  Designations
governing the MPI Preferred Stock (the "Certificate of  Designations").  On June
19, 1996, the Defendants moved to dismiss the Amended Complaint.  On October 25,
1996,  the Court ruled that the remedy of  rescission  would not be available in
the action. See Winston v.
Mandor, Del. Ch., C.A. No. 14807, Steele, V.C.
         G. While the remainder of the Defendants'  motion to dismiss was before
the Court, the Plaintiff, on December 9, 1996, filed a second action against the
same  defendants,  Civil  Action No.  15416 (the  "Second  Action"),  and sought
dismissal, without prejudice, of the First Action (collectively, the "Actions").
The Second  Action  contained  a single  claim  alleging  that the  Transactions
constituted a breach of fiduciary  duty to the MPI Preferred  Stockholders.  The
Defendants moved to dismiss, or in the alternative, to stay the Second Action.
         H. By  Memorandum  Opinion  and  Order  dated May 12,  1997,  the Court
granted in part and denied in part the Defendants' motions to dismiss. The Court
dismissed the Second  Action in its entirety,  dismissed the breach of fiduciary
duty claim in the First Action for failure to state a claim,  and  dismissed the
Section 271 claim on the ground that the  Plaintiff had no standing to sue under
such  section.  The Court also  denied the  motion to  dismiss  the  Plaintiff's
contractual  claims in the First  Action  against MPI  alleging  breaches of the
Certificate  of  Designations,  and granted  leave to further  amend the Amended
Complaint  to  assert  a  derivative  claim  challenging  the  fairness  of  the
Acquisition.  The Plaintiff  subsequently filed an amended complaint asserting a
breach of fiduciary duty claim.

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<PAGE>

         I. On June 4, 1997,  the  Plaintiff  appealed the May 12, 1997 Order of
the Court (the "Appeal")  dismissing  the Second  Action.  On June 11, 1997, the
Defendants moved to dismiss the Plaintiff's appeal and  cross-appealed  from the
portion of the Order which denied the motion to dismiss certain causes of action
in the First Action (the "Cross Appeal").
         J. On October 30,  1997,  the  parties  hereto  entered  into a certain
Stipulation and Agreement of Settlement (the "Prior  Stipulation") in connection
with a previous  proposed  settlement  (the "Prior  Settlement") of the Actions.
Pursuant to the terms of the Prior Settlement, if approved and consummated,  MPI
and its  stockholders  would have  released  all  derivative  claims  arising in
connection  with the  Transactions  and the holders of the MPI  Preferred  Stock
between  October  23,  1995 and the  date on  which  the  Prior  Settlement  was
consummated would have released any claims they may have had against MPI and the
other named  Defendants  arising  out of the  Transactions.  Each MPI  Preferred
Stockholder who did not opt out of the Prior  Settlement and who owned shares of
the MPI Preferred  Stock on the date that the Prior  Settlement was  consummated
would surrender their shares of MPI Preferred Stock to a wholly-owned subsidiary
of  Concord,  and  receive in  exchange  for each share of MPI  Preferred  Stock
surrendered,  $0.75 in cash payable by MPI plus one share of Preferred  Stock of
such Concord  subsidiary.  The Preferred Stock of the Concord  subsidiary  would
have had a liquidation  preference of $2.25 per share,  would have been required
to be redeemed by the  Concord  subsidiary  at $2.25 per share after five years,
and would have had no voting or dividend rights. In addition,  any holder of the
Concord  subsidiary's  preferred  stock  who did not want to wait the full  five
years for such  shares to be  redeemed  could  have had shares  redeemed  by the
Concord  subsidiary  at the following  prices prior to the fifth year:  within 2
years after the Prior  Settlement  - $1.00 per share;  2-3 years after the Prior
Settlement - $1.40 per share;

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3-4 years after the Prior  Settlement  - $1.60 per share;  4 - 5 years after the
Prior  Settlement  -  $1.90  per  share.  The  Concord  subsidiary's  redemption
obligations would have been secured by a Letter of Credit.
         K. Upon executing the Prior Stipulation,  the parties asked the Supreme
Court of the State of Delaware (the "Supreme Court") to remand the matter to the
Court for consideration of the terms of the Prior Stipulation and the actions to
be undertaken thereby as required by Chancery Court Rules 23(e) and 23.1.
         L. By  correspondence of April 22, 1998,  Defendants'  counsel informed
the Supreme Court and the Court that the Plaintiff had withdrawn  from the Prior
Settlement.  By order of June 11, 1998,  the Supreme Court  dismissed the Appeal
and the Cross  Appeal as  interlocutory  appeals  not taken in  compliance  with
Delaware  Supreme  Court  Rule 42,  but said that the  dismissal  ruling did not
preclude the Court from  determining,  upon appropriate  application,  whether a
final judgment should be entered pursuant to Rule 54(b) of the Court.
         M. The Plaintiff enters into this Stipulation after taking into account
(i) the benefits to the MPI Preferred  Stockholders and MPI from the Settlement,
(ii) the risks of continued litigation, (iii) the desirability of permitting the
Settlement to be consummated as provided by the terms of this  Stipulation,  and
(iv)  the  conclusion  by the  Plaintiff  and his  counsel  that the  terms  and
conditions of the Settlement  are fair,  reasonable,  adequate,  and in the best
interests of MPI and the MPI Preferred Stockholders.
         N. The Defendants enter into this Stipulation after taking into account
(i) MPI's  indemnification  obligations to the individual  Defendants  under its
Certificate of Incorporation, as

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<PAGE>

amended,  and its By-laws,  (ii) the  Settlement's  resolution  of all claims or
potential claims by the MPI Preferred  Stockholders and derivative claims by the
stockholders  of MPI relating to, or arising from,  the  Transactions  (iii) the
Settlement's beneficial impact on the MPI Common Stockholders by settling claims
of  MPI  Preferred   Stockholders   relating  to  the  right  of  MPI  Preferred
Stockholders  to convert their shares into MPI Common Stock at a higher ratio as
part of the  Transactions,  and (iv)  avoiding  delay and  significant  expenses
associated with continued litigation.
         O. The Defendants have denied and continue to deny that any of them has
committed or has  threatened to commit any violations of law or breaches of duty
to MPI, the  Plaintiff  or the MPI  Preferred  Stockholders,  but because of the
expense,  inconvenience  and  uncertainty of continued  litigation,  consider it
desirable that the Actions be settled and dismissed.
         P. The parties  hereto desire to settle and dismiss with  prejudice the
Actions  and any and all  claims  that  have been or could  have  been  asserted
therein  directly or indirectly by any and all members of the  Settlement  Class
(as defined herein) and any derivative  claims arising out of or relating to the
Transactions  (the  "Settlement  Claims")  on  the  terms  and  subject  to  the
conditions set forth in this Stipulation.
         NOW  THEREFORE,  in  consideration  of  the  premises  and  the  mutual
covenants  contained  herein,  the parties  hereto agree as follows,  subject to
court approval as set forth below:
                                                     ARTICLE I

                                                    DEFINITIONS


Section 1.1  Definitions.  As used  in this  Stipulation,  except  as  otherwise
     expressly provided or unless the context otherwise requires:

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     (a) the words  "herein,"  "hereof,"  and  "hereunder"  and  other  words of
similar  import refer to this  Stipulation  as a whole and not to any particular
Article, Section or other subdivision;
     (b) the words  "including,"  "include," and  "includes"  followed by one or
more examples are intended to be  illustrative  and shall not be deemed to limit
the scope of the classification or category to the examples listed, and shall be
read to mean  "including,  without  limiting  the  scope  or  generality  of the
foregoing;" and

     (c) the following  capitalized  terms shall have the meanings  respectively
assigned to them below, and include the plural as well as the singular:
          "Acquisition"  shall  have the  meaning  set  forth  in the  Recitals;
               "Actions"  shall  have the  meaning  set  forth in the  Recitals;
               "Amended  Complaint"  shall  have the  meaning  set  forth in the
               Recitals;  "Appeal"  shall  have  the  meaning  set  forth in the
               Recitals;  "Business  Day" is a day on which  the New York  Stock
               Exchange  is open for  trading;  "Cash  Payment"  shall  have the
               meaning set forth in Section 2.1;  "Certificate of  Designations"
               shall have the meaning set forth in the Recitals;  "Class Claims"
               shall have the meaning set forth in Section  3.1(a);  "Complaint"
               shall have the meaning set forth in the Recitals; "Concord" shall
               have the meaning  set forth in the  Introduction;  "Court"  shall
               have the meaning set forth in the Recitals;  "Cross-Appeal" shall
               have the meaning set forth in the  Recitals;  "Defendants"  shall
               have the  meaning  set  forth in the  Introduction;  "Defendants'
               Affiliates" shall have the meaning set forth in Section 3.1(a);

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<PAGE>

          "Derivative  Claims"  shall  have the  meaning  set  forth in  Section
               3.1(b); "Exchange Act" means the Securities Exchange Act of 1934,
               as amended;  "Exchange Agent" shall have the meaning set forth in
               Section  4.6;  "Final  Opt-Out  Date"  shall have the meaning set
               forth in Section  4.3;  "Final  Order" shall have the meaning set
               forth in Section 4.5;  "First  Action" shall have the meaning set
               forth in the  Recitals;  "Letter of  Transmittal"  shall have the
               meaning  set forth in Section  4.6;  "MPI" shall have the meaning
               set forth in the Introduction;  "MPI Certificate"  shall have the
               meaning set forth in Section 4.6;  "MPI Common  Stock" shall have
               the meaning set forth in the Recitals;  "MPI Common Stockholders"
               shall have the meaning set forth in the Recitals;  "MPI Preferred
               Stock" shall have the meaning set forth in the Introduction; "MPI
               Preferred  Stockholders"  shall have the meaning set forth in the
               Recitals; "Opt-Out Shares" are shares of MPI Preferred Stock held
               by Record MPI  Preferred  Stockholders  who (i)  formally  file a
               notice in the manner set forth in  Section  4.3 herein  informing
               the Court of their desire to opt out of the Settlement and not be
               considered  members of the Settlement Class and (ii) do not sell,
               transfer, assign or otherwise convey such shares of MPI Preferred
               Stock prior to the Settlement  Effective Date;  "Plaintiff" shall
               have  the  meaning  set  forth  in the  Introduction;  "Potential
               Settlement  Class  Members"  means all  holders  of shares of MPI
               Preferred  Stock as of October 23, 1995 and their  successors  in
               interest  through the Settlement  Effective  Date,  including the
               Record MPI Preferred  Stockholders  but excluding  Defendants and
               Defendants'

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<PAGE>


          Affiliates; "Prior Settlement" shall have the meaning set forth in the
               Recitals; "Prior Stipulation" shall have the meaning set forth in
               the Recitals;  "Proxy Statement" shall have the meaning set forth
               in the  Recitals;  "Recapitalization"  shall have the meaning set
               forth in the  Recitals;  "Record Date" shall have the meaning set
               forth in Section 4.2; "Record MPI Preferred  Stockholders"  means
               all  holders  of shares of MPI  Preferred  Stock as of the Record
               Date, excluding Defendants and Defendants' Affiliates;  "Released
               Persons"  shall have the  meaning  set forth in  Section  3.1(a);
               "Scheduling  Order"  shall have the  meaning set forth in Section
               4.1;  "SEC" shall mean the  Securities  and Exchange  Commission;
               "Second Action" shall have the meaning set forth in the Recitals;
               "Section  271" shall have the meaning set forth in the  Recitals;
               "Securities  Act" means the  Securities  Act of 1933, as amended;
               "Settled  Claims"  shall  have the  meaning  set forth in Section
               3.1(c);  "Settlement"  shall  have the  meaning  set forth in the
               Recitals; "Settlement Claims" shall have the meaning set forth in
               the Recitals;  "Settlement Class" means all Potential  Settlement
               Class Members who do not opt out of the  Settlement,  temporarily
               certified  by the Court  solely for  purposes of the  Settlement;
               "Settlement  Consideration"  means  the  Cash  to be  paid to the
               Settlement Consideration  Recipients;  "Settlement  Consideration
               Recipients" means Settlement Class members who own shares of

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          MPI  Preferred Stock as of the Settlement Effective Date;  "Settlement
               Effective Date" means the date on which the Final Order approving
               the Settlement  becomes final and is no longer subject to appeal,
               whether  by  the  passage  of  time,   affirmance  on  appeal  or
               otherwise;  "Settlement Hearing" shall have the meaning set forth
               in Section 4.4;  "Settlement  Notice"  shall have the meaning set
               forth in Section 4.1; "Spin-Off" shall have the meaning set forth
               in the Recitals;  "Stipulation" shall have the meanings set forth
               in the  Introduction;  "Supreme Court" shall have the meaning set
               forth in the Recitals;  "Transactions" shall have the meaning set
               forth in the  Recitals;  "Transfer"  shall have the  meaning  set
               forth in the Recitals; and "UPI" shall have the meaning set forth
               in the Recitals.
                                   
                 ARTICLE II

                THE EXCHANGE OF MPI PREFERRED STOCK AND RELEASES
                              FOR THE CASH PAYMENT


         Section 2.1 Settlement  Consideration.  As of the Settlement  Effective
Date, each Settlement  Consideration  Recipient  shall, in  consideration of the
releases and discharge of the Settled  Claims  provided for in this  Stipulation
and the  transfer  to MPI of each  share  of MPI  Preferred  Stock  held by such
Settlement  Consideration  Recipient as of the  Settlement  Effective  Date,  be
entitled  to  receive  $3.00 in cash  (the  "Cash  Payment"  or the  "Settlement
Consideration") from MPI on behalf of the Defendants.

                                                    ARTICLE III

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<PAGE>

                                                DISCHARGE OF CLAIMS
         Section 3.1. Release of Claims. In consideration of the benefits to MPI
and the Settlement  Class described in the Recitals and Section 2.1 hereof,  and
subject to the  approval of the Court as provided  for herein,  the Class Claims
and the Derivative Claims, as described below, shall be released as follows:
         (a) Release of Class Claims.  MPI, the  Plaintiff  and each  Settlement
Class member shall fully,  finally and forever compromise,  settle,  release and
dismiss with prejudice pursuant to the terms and conditions as set forth herein,
any and all claims, rights,  demands,  liabilities,  actions,  causes of action,
suits, damages,  losses,  obligations,  matters and issues,  whether asserted or
unasserted,  contingent or absolute, known or unknown, suspected or unsuspected,
disclosed or undisclosed, matured or unmatured, material or immaterial, legal or
equitable,  (i) which have been,  could have been, or in the future can or might
be,  asserted in the Actions or otherwise by the  Plaintiff or any member of the
Settlement Class, whether individual or class,  (including,  without limitation,
claims arising under the federal securities laws), against any of the Defendants
in  the  Actions  or  any  of  their   families,   affiliates,   associates  and
subsidiaries,   and  each  of  their  respective  present  or  former  officers,
directors,   stockholders,   agents,  employees,   attorneys,   representatives,
financial  and other  advisors,  investment  or  commercial  bankers,  trustees,
general  and limited  partners  and  partnerships,  heirs,  executors,  personal
representatives,  estates, administrators,  predecessors, successors and assigns
(collectively,  the  "Defendants'  Affiliates")  and any other  person or entity
acting for or on behalf of any Defendant (collectively, the "Released Persons"),
and (ii) which  arise out of or relate in any  manner  whatsoever,  directly  or
indirectly, to any of the allegations, facts, events, transactions, occurrences,
acts,

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<PAGE>


representations,  statements,  misrepresentations  or  omissions,  or any  other
matter, thing or cause whatsoever,  or any series thereof,  involved,  embraced,
set forth or  otherwise  referred  or  related  directly  or  indirectly  to the
Transactions,  the Actions,  the adjustment made to the conversion ratio for the
MPI Preferred Stock in connection with the  Transactions,  or any public filings
or other  statements that were issued in connection with the Transactions by any
Released Person in the Actions (the "Class Claims").
         (b) Release of Derivative Claims.  MPI, the Plaintiff,  each Settlement
Class member,  each MPI Common  Stockholder  and each MPI Preferred  Stockholder
shall fully,  finally and forever compromise,  settle,  release and dismiss with
prejudice  pursuant to the terms and conditions as set forth herein, any and all
claims, rights, demands, liabilities, actions, causes of action, suits, damages,
losses,  obligations,  matters  and  issues,  whether  asserted  or  unasserted,
contingent or absolute,  known or knowable,  matured or  unmatured,  material or
immaterial,  legal or equitable (i) which have been,  could have been, or in the
future can or might be, asserted in the Actions (including,  without limitation,
claims arising under the federal  securities  laws) or otherwise by or on behalf
of MPI against  any of the  Defendants  in the  Actions or against any  Released
Person, and (ii) which arise out of or relate in any manner whatsoever, directly
or  indirectly,  to  any  of  the  allegations,   facts,  events,  transactions,
occurrences, acts, representations, statements, misrepresentations or omissions,
or any other matter, thing or cause whatsoever, or any series thereof, involved,
embraced,  set forth or otherwise  referred or related directly or indirectly to
the Transactions,  the Actions,  the adjustment made to the conversion ratio for
the MPI  Preferred  Stock in  connection  with the  Transactions,  or any public
filings or other statements that were issued in connection with the Transactions
by any Released Person in the

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<PAGE>


Actions (the "Derivative Claims").
         (c) The Class  Claims and the  Derivative  Claims  will be  referred to
collectively herein as the "Settled Claims".  The term "Settled Claims" does not
include claims arising pursuant to this Stipulation.
                                                    ARTICLE IV

                                                  IMPLEMENTATION


         Section 4.1 The Scheduling Order.. Forthwith after this Stipulation has
been signed with due  authorization by all counsel for the parties,  counsel for
the parties shall jointly submit this Stipulation to the Court and shall jointly
apply for a scheduling order substantially in the form annexed hereto as Exhibit
A (the  "Scheduling  Order")  establishing a date for a hearing to determine the
fairness   and  adequacy  of  the   Settlement,   granting   conditional   class
certification,  and  approving  the  proposed  Notice of  Pendency  of Class and
Derivative Action,  Proposed Settlement,  Settlement Hearing and Right to Appear
to the Settlement  Class (the  "Settlement  Notice") in  substantially  the form
annexed  hereto  as  Exhibit  B.  The  parties  hereto  hereby  consent  to  the
conditional  certification  of the  Settlement  Class solely for the purposes of
this Stipulation as set forth herein.  In the event that this Stipulation  shall
terminate or be cancelled,  or the Settlement shall not become effective for any
reason,  the conditional class  certification and notice order described in this
Section 4.1 shall be vacated and  Defendants  shall be free to assert any claims
or defenses with respect to any  subsequent  action or  proceeding  involving or
relating to class certification.

     Section 4.2 Notice of Proposed Settlement. MPI shall set a record date (the
"Record Date"), which shall be no later than the 15th day following entry of the
Scheduling Order, to determine the

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<PAGE>

MPI Common  Stockholders who shall be entitled to receive the Settlement  Notice
and to determine the Potential Settlement Class Members who shall be afforded an
opportunity  to opt out of the  Settlement.  Promptly after the Record Date, MPI
shall cause the Settlement  Notice to be sent to the  Plaintiff,  each Potential
Settlement Class Member,  and each MPI Common  Stockholder as of the Record Date
in the manner directed and approved by the Court. Costs of printing, mailing and
publication of the Settlement Notice shall be paid by MPI. MPI will instruct its
transfer agent to distribute a copy of the Settlement  Notice  together with any
certificates  of  shares of MPI  Preferred  Stock  that may be issued  after the
Record Date. The Settlement Notice shall direct brokers, nominees and others who
hold of record for the  account of another to provide  copies of the  Settlement
Notice to any persons for whose account they purchase MPI Preferred  Stock after
the Record Date.
         Section 4.3 Settlement Opt-Out.  The Potential Settlement Class Members
(other than those who  acquire  shares of MPI  Preferred  Stock after the Record
Date) shall have 45 days from the date of the mailing of the  Settlement  Notice
in which to opt out of the  Settlement  Class and the  Settlement  (the 45th day
shall be referred to herein as the "Final  Opt-Out Date") by mailing a letter to
the  Register  in  Chancery  and to each  counsel  of record  prior to the Final
Opt-Out Date setting forth (i) his, her or its name,  address,  social  security
number or employer  identification number, as applicable,  and telephone number,
(ii) the number of shares of MPI Preferred  Stock owned and, if  available,  the
certificate  number(s) of the stock  certificate(s)  representing such shares of
Stock,  (iii) if the shares of MPI  Preferred  Stock are not or were not held of
record or  registered in such member's name on the books and records of MPI, the
letter  shall  indicate  the name or  brokerage  firm and  account in which such
shares of MPI Preferred Stock were registered and shall include evidence

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<PAGE>

of such member's  ownership  thereof,  and (iv) that he, she or it elects to opt
out of the Settlement. Any Potential Settlement Class Member who does not return
an opt-out  election meeting the requirements of this Section 4.3 on or prior to
the Final  Opt-Out  Date  shall be deemed a member of the  Settlement  Class and
shall be bound by, and subject to, the terms and conditions of this Stipulation,
the  Settlement  and all  court  orders  affecting  the  Settlement  Class.  Any
Potential  Settlement  Class Member who elects to opt out of the Settlement and,
prior to the Settlement Effective Date, sells,  transfers,  assigns or otherwise
conveys his, hers or its shares of MPI Preferred Stock, shall not be entitled to
receive  the  Settlement  Consideration  and  his,  hers  or its  shares  of MPI
Preferred  Stock  shall  not be  deemed  to be  Opt-Out  Shares.  MPI  Preferred
Stockholders  who acquire their shares of MPI  Preferred  Stock after the Record
Date shall not be entitled to opt out of the Settlement.
         Section 4.4 Settlement  Hearing.  A settlement hearing (the "Settlement
Hearing")  shall be held at such time after the Final  Opt-Out  Date and at such
place as shall be designated by the Court.  In  connection  with the  Settlement
Hearing,  the parties hereto shall file such papers as their counsel  believe to
be necessary.  At the Settlement Hearing,  the Court shall consider the fairness
of the  terms  and  conditions  of the  Settlement  and all of the  transactions
contemplated  by this  Stipulation  and  whether the  Settled  Claims  should be
dismissed with prejudice.
         Section 4.5 Entry of Order. At the Settlement Hearing,  counsel for the
parties shall submit for entry by the Court an agreed upon proposed  Final Order
(the  "Final  Order") in  substantially  the form  annexed  hereto as Exhibit C,
providing as follows:
     (a)      Approving the Stipulation, the Settlement and the transactions 
contemplated thereby as

                                                       16

<PAGE>

fair,  just,  reasonable,  adequate and in the best  interest of the  Settlement
Class and the members  thereof,  and directing the  performance  of the acts set
forth in,  and  reserving  jurisdiction  to  supervise  the  administration  and
consummation of, this Stipulation and the Settlement;
     (b)  Determining  that the  requirements  of  Rules  23.1 and 23 (e) of the
Chancery Court Rules and due process have been satisfied,  including inter alia,
certification of a Settlement Class and that the class and derivative  interests
have been adequately represented;
     (c)  Dismissing  the Actions with  prejudice on the merits,  extinguishing,
discharging  and  releasing  any and all  Settled  Claims as against any and all
Released Persons,  and permanently barring the parties,  including Plaintiff and
all members of the Settlement Class, from asserting, commencing,  prosecuting or
continuing, either directly, individually, representatively,  derivatively or in
any other  capacity  any of the Settled  Claims as against any and all  Released
Persons; and
     (d)  Containing  provision for the Final Order to be vacated upon notice to
the Court of the  nonfulfillment  or  impossibility of fulfillment of any of the
conditions set forth in Article V hereof.
         Section 4.6 Cash  Distribution.  (a) The Defendants  shall designate an
exchange agent reasonably  acceptable to the Plaintiff (the "Exchange Agent") to
act  as  such  in  connection   with  effecting  the   settlement   distribution
contemplated by Section 2.1.
     (b) Within ten days after the Settlement  Effective Date, MPI, on behalf of
the  Defendants,  shall  deliver to the  Exchange  Agent an amount  equal to the
aggregate  Cash Payment to be paid to the  Settlement  Consideration  Recipients
pursuant to Section  2.1.  In no event  shall  interest be paid or accrue on any
Cash Payment.
     (c) As soon  as  practicable  after  the  Settlement  Effective  Date,  the
Defendants  shall cause the  Exchange  Agent to  distribute  to each  Settlement
Consideration Recipient a letter of transmittal

                                                       17

<PAGE>

(the "Letter of  Transmittal")  in a form  reasonably  acceptable to Plaintiff's
counsel  which shall  specify (i) the manner by which to effect the surrender of
the certificate(s) representing such Settlement Consideration Recipient's shares
of MPI Preferred Stock (the "MPI Certificates") in exchange for the Cash Payment
due to such Settlement  Consideration Recipient, and (ii) that delivery shall be
effected, and risk of loss and title to MPI Certificates shall pass, upon proper
delivery  thereof to the Exchange  Agent.  Upon surrender of an MPI  Certificate
together with a Letter of Transmittal, duly executed, and in the form and having
such other  provisions as MPI shall reasonably  request,  the holder of such MPI
Certificate  shall be  entitled  to receive  the Cash  Payment  provided  for in
Section 2.1 hereof in exchange  therefor from the Exchange  Agent,  and such MPI
Certificate shall thereafter be cancelled.  The Exchange Agent shall be directed
by  MPI to  take  reasonable  steps  to  contact  all  Settlement  Consideration
Recipients   and  to  assist  such   Settlement   Consideration   Recipients  in
surrendering   their  MPI   Certificates   in   exchange   for  the   Settlement
Consideration.
     (d) From and after the  Settlement  Effective  Date,  each MPI  Certificate
shall be deemed to be conveyed,  assigned and transferred to and for the benefit
of MPI, shall be cancelled and retired,  and shall not evidence as to any holder
or  former  holder  thereof  any  interest  in MPI  other  than the right of the
Settlement  Consideration Recipients to receive the Settlement Consideration for
each share of MPI Preferred Stock formerly  represented by such MPI Certificate.
If a Cash Payment is to be made to a person other than the one in whose name the
MPI Certificate  surrendered in exchange  therefor is registered,  it shall be a
condition to such  issuance and payment  that such MPI  Certificate  be properly
endorsed  (or  accompanied  by an  appropriate  instrument  of  transfer),  with
signatures  guaranteed  by  a  bank,  broker,   dealer,  credit  union,  savings
association, clearing agency

                                                       18

<PAGE>

or  other  institution  that is a member  of a  recognized  signature  guarantee
medallion  program  within the  meaning  of Rule  17Ad-15  under the  Securities
Exchange  Act of  1934,  as  amended,  and  accompanied  by  evidence  that  any
applicable stock transfer taxes have been paid or provided for.
     (e) Any Cash  Payments  made  available to the Exchange  Agent  pursuant to
Section 4.6(b) and not paid out in exchange for MPI Certificates within one year
after the  Settlement  Effective  Date  shall be  repaid to MPI by the  Exchange
Agent.  MPI shall  deposit all such Cash  Payments  repaid to it pursuant to the
previous  sentence in trust,  in either an interest  or a  non-interest  bearing
account,  as  determined  by MPI in its sole  discretion,  for  such  Settlement
Consideration  Recipients who have not exchanged  their MPI  Certificates  for a
Cash Payment within one year after the Settlement  Effective  Date. Any interest
accrued on any such  funds so  deposited  shall  belong to MPI and be paid to it
from time to time. Any funds so deposited and not exchanged for MPI Certificates
within seven years after the Settlement Effective Date need not be maintained in
trust for such Settlement  Consideration  Recipients who have not, at such time,
exchanged their MPI Certificates for a Cash Payment. After the first anniversary
of the Settlement Effective Date, any Settlement Consideration Recipient who has
not  theretofore  delivered or  surrendered  his or her MPI  Certificate  to the
Exchange  Agent  shall,  subject  to  applicable  law,  look to MPI for the Cash
Payment to be paid pursuant to Section 2.1. Notwithstanding the foregoing,  none
of the  Exchange  Agent,  MPI or any  other  party  hereto  shall be liable to a
Settlement  Consideration  Recipient for any Cash Payment  delivered to a public
official pursuant to applicable abandoned property, escheat or similar laws.
     (f) The  Exchange  Agent and MPI shall be entitled  to deduct and  withhold
from the  payment of any  Settlement  Consideration  payable  to any  Settlement
Consideration  Recipient,  such  amounts  as the  Exchange  Agent  or MPI may be
required to deduct and withhold under the Internal

                                                       19
<PAGE>

Revenue  Code of 1986,  as amended  from time to time,  or any  provision of any
state,  local or foreign  law. To the extent  that any amounts are so  withheld,
such withheld  amounts shall be treated for all purposes of this  Stipulation as
having been paid to such Settlement Consideration Recipient.
     (g) In the event that any MPI Certificate  shall have been lost,  stolen or
destroyed,  upon the making of an affidavit of that fact by the person  claiming
such MPI Certificate to be lost,  stolen or destroyed,  and, if required by MPI,
in its sole discretion,  the posting by such person of a bond in such reasonable
amount as MPI may direct as indemnity against any claim that may be made against
it with  respect  to such MPI  Certificate,  the  Exchange  Agent  or MPI  shall
exchange for such lost, stolen or destroyed MPI Certificate such Cash Payment to
which such person would  otherwise  have been entitled had such MPI  Certificate
been surrendered in accordance with Section 4.6(c).
                                                     ARTICLE V

                                                    CONDITIONS


         Section  5.1 The  Defendants'  agreement  to settle the  Actions on the
terms stated herein is contingent  upon, and subject to the fulfillment of, each
of the following conditions, any or all of which may be waived in writing by the
Defendants:
     (a) The  Scheduling  Order and the Final Order shall have been approved and
entered by the Court in substantially  the forms annexed hereto as Exhibit A and
Exhibit C, respectively;
     (b) The number of Opt-Out  Shares  shall not at any time  exceed 10% of the
shares of MPI Preferred Stock outstanding on the Record Date;
     (c) The  Settlement  Class shall not be modified by the Court in any manner
adverse to the Defendants;

                                                       20

<PAGE>

     (d) MPI shall have complied with all applicable  requirements of Rule 13(e)
of the Exchange  Act or received a  "no-action  letter" from the SEC or separate
opinions  of  counsel  from  counsel  for  the  Plaintiff  and  counsel  for the
Defendants reasonably satisfactory to MPI that the transactions  contemplated by
the Settlement need not comply with and/or are exempt from, the requirements set
forth in Rule 13(e) of the Exchange Act;
     (e) All  necessary  state  securities  or "blue  sky"  filings,  permits or
approvals  required to  consummate  the  Settlement  and the other  transactions
contemplated  hereby shall have been made or  obtained,  the cost of making such
filings and  obtaining  such  permits and  approvals  shall not be greater  than
$50,000,  and no stop order or proceedings  seeking a stop order with respect to
any such filings, permits or approvals shall be in effect;
     (f) The Defendants shall have made all filings and  registrations and shall
have received (in form and substance reasonably  satisfactory to the Defendants)
all consents, authorizations, declarations and approvals necessary to consummate
the Settlement and the other transactions contemplated hereby;
     (g) No court, agency or other authority shall have issued any order, decree
or judgment to set aside,  restrain,  enjoin or prevent,  and no statute,  rule,
regulation,  executive  order,  decree or  injunction  shall have been  enacted,
entered,  promulgated  or enforced by any United  States  court or  governmental
entity of competent jurisdiction which prohibits, restrains, enjoins, sets aside
or prevents, the consummation of the Settlement or the transactions contemplated
hereby and no action,  suit,  investigation or proceeding  shall be pending,  or
threatened  in writing,  seeking  such relief or damages  from any or all of the
Defendants  related  to  the  Transactions  or  the  Settled  Claims  which  the
Defendants  reasonably  believe would not or might not be barred by the releases
given in

                                                       21

<PAGE>

connection  with this  Settlement or by the res judicata  effect of entry of the
Final Order dismissing the Actions with prejudice; and

     (h) The Settlement Effective Date shall not be after June 30, 1999.
         Section 5.2  Termination.  In the event that at any time after the date
hereof,  any of the  conditions set forth in Section 5.1 fail to be fulfilled or
become  impossible of fulfillment,  or either party  terminates this Stipulation
without prejudice,  upon notice to the Court and the other parties hereto of the
non-fulfillment  of  any  of  said  conditions,  or  the  impossibility  of  the
fulfillment  of any of said  conditions,  the Court shall vacate the Final Order
(if it has been  entered)  which  shall  thereafter  be of no further  force and
effect.
                                                    ARTICLE VI


                                                     COVENANTS


         Section 6.1  Cooperation.  The parties hereto and their attorneys agree
to  cooperate  fully with one another in seeking  the  Court's  approval of this
Stipulation  and  the  Settlement,  obtaining  the  entry  of the  Final  Order,
effectuating  the  Settlement  and the  transactions  contemplated  hereby,  and
fulfilling the conditions set forth in Article V hereof.
                                                    ARTICLE VII

                                                   MISCELLANEOUS


         Section  7.1  Purpose  of  Agreement.   Counsel  for   Plaintiff   have
represented  that they have  sufficiently  investigated the facts and researched
the applicable law regarding the claims advanced by the Plaintiff in the Actions
and the  potential  defenses  which have been or may be asserted  thereto by the
Released  Persons.  However,  by  entering  into this  Stipulation,  none of the
parties hereto

                                                       22

<PAGE>

agrees or concedes that the claims or defenses heretofore asserted by any of the
other parties hereto, whether in the Actions or otherwise,  have merit or do not
have merit. The parties  acknowledge that this Stipulation is being entered into
for the  purposes  of the  Settlement  only,  there  having  been no  finding of
liability  of any  kind,  and to avoid  the  expense  and  length  of  continued
proceedings,  taking  into  account  the  uncertainty  and risk  inherent in any
litigation,  especially  in complex  matters  such as the  Actions.  The parties
further acknowledge that this Stipulation will not be disclosed,  referred to or
offered  in  evidence  in  the  Actions  or in  any  other  proceeding  if  this
Stipulation is terminated for any reason.
         Section 7.2 Stipulation Not Admission.  Neither this Stipulation or any
exhibit or document  referenced  herein,  nor any action taken to  effectuate or
further this Stipulation or the Settlement set forth herein is, may be construed
as, or may be used as an admission by or against any other parties of any fault,
wrongdoing or liability whatsoever, or as a waiver or limitation of any defenses
otherwise available to any of the parties. Entering into or carrying out of this
Stipulation,  the exhibits hereto,  and any negotiations or proceedings  related
thereto  shall not in any event be construed as, or deemed to be evidence of, an
admission  or  concession  by any  of  the  parties,  or to be a  waiver  of any
applicable  defense,  and shall not be offered or  received  in  evidence in any
action or  proceeding  against  any party  hereto in any  court,  administrative
agency or other  tribunal  for any purpose  whatsoever  other than to enforce or
effectuate  the  provisions of this  Stipulation  or the provision of any of the
exhibits  to this  Stipulation.  No one  other  than  MPI,  the  Plaintiff,  the
Defendants and the other parties hereto, the members of the Settlement Class and
MPI Common  Stockholders is entitled to rely upon this Stipulation.  The parties
hereto each specifically reserve all rights, claims, demands,  defenses, actions
or causes of action which each party presently has, or

                                                       23

<PAGE>



claims to have,  against any of the others and nothing  contained herein will be
deemed to affect the same, until the Settlement Effective Date.
         Section 7.3 Attorneys' Fees.  Plaintiff will apply to the Court, at the
Settlement Hearing,  for an award of legal fees and expenses reasonably incurred
by Plaintiff's counsel in connection with the Actions,  this Stipulation and the
Settlement, in an aggregate amount not to exceed $750,000, which application and
amount shall not be challenged  by the  Defendants.  The amounts  awarded by the
Court  shall  be paid by MPI,  without  interest,  on the  later to occur of the
Settlement  Effective Date or November 1, 1999. No other legal fees and expenses
will be  sought  by  Plaintiff's  counsel  from  the  Defendants  nor  from  the
Settlement Consideration to be paid under this Settlement.
         Section  7.4  Notices.  Any  and  all  notices,   requests,   consents,
directives or  communications by any party intended for any other party shall be
in  writing,   shall  be  given  personally,   by  telecopy  (with  confirmation
acknowledged),  or by postage  prepaid  certified  or  registered  mail,  return
receipt requested,  and shall be deemed delivered on the earlier of (a) the date
received  and (b) the date four  Business  Days after the date of a deposit in a
United States Postal Depository, and shall be addressed as follows:

                                                       24

<PAGE>

If to Plaintiff:

         Rosenthal, Monhait Gross & Goddess
         Suite 1401
         Mellon Bank Center
         P.O. Box 1070
         Wilmington, DE 19899
         Attention: Joseph A. Rosenthal, Esq.
         Telephone:  (302) 656-4433
         Telecopy:  (302) 658-7567

If to Defendants:

         Milestone Properties, Inc.
         150 E. Palmetto Park Road, 4th Floor
         Boca Raton, FL 33432
         Attention: President
         Telephone:  (561) 394-9533
         Telecopy:  (561) 392-8311

With a copy to:

         Prickett, Jones, Elliott, Kristol & Schnee
         1310 King Street
         P.O. Box 1328
         Wilmington, DE 19899
         Attention: Michael Hanrahan, Esq.
         Telephone:  (302) 888-6500
         Telecopy:  (302) 658-8111

and

         Rosenman & Colin LLP
         575 Madison Avenue
         New York, NY 10022
         Attention:  Joel A. Yunis, Esq.
         Telephone:  (212) 940-8666
         Telecopy:  (212) 940-8776

         Any party  may,  from time to time,  change  the  address to which such
written  notice,  requests,  consents,  directive  or  communications  are to be
mailed,  by giving  the other  parties  ten days'  prior  written  notice of the
changed address in the manner herein above provided.

                                                       25
<PAGE>

         Section  7.5 Costs and  Expenses.  All  reasonable  costs and  expenses
related to the Settlement shall, except as otherwise provided herein, be paid by
MPI.
         Section 7.6 Release and Discharge.  When the Final Order  approving the
Settlement  becomes  final and is no longer  subject to  appeal,  whether by the
passage  of  time,  affirmance  on  appeal  or  otherwise,  and  subject  to the
contingencies  contained herein, MPI and its stockholders and each member of the
Settlement  Class shall be deemed to release and forever  discharge  each of the
Released Persons from the Settled Claims.
         Section 7.7 Settlement Not Enforceable. In the event (a) the Settlement
proposed  herein  is not  approved  by the  Court,  (b) the Court  approves  the
Stipulation,  but such  approval is reversed or vacated on appeal and such order
reversing  or  vacating  the  Settlement  becomes  final  by  lapse  of  time or
otherwise,  or (c) if any of the other  conditions  to such  Settlement  are not
fulfilled  on or prior to June 30, 1999,  then the  Settlement  proposed  herein
shall be of no further  force or effect and the  Stipulation  and any  amendment
thereof shall be null and void and without  prejudice to any party  hereto,  and
each party  shall be restored  to his or its  respective  position as it existed
prior to the execution of the Stipulation.
         Section 7.8 Authority to Execute.  Each of the attorneys  executing the
Stipulation on behalf of one or more parties hereto warrants and represents that
he or she has been duly  authorized and empowered to execute the  Stipulation on
behalf of his or her respective clients.
         Section 7.9  Extensions of Time.  Without  further order of this Court,
the parties  hereto may agree to reasonable  extensions of time to carry out any
of the provisions of the Stipulation beyond June 30, 1999.

                                                       26

<PAGE>

         Section 7.10 Entire  Agreement/Modifications.  This Stipulation and the
exhibits  hereto  constitute  the entire  agreement  among these  parties and no
representations,  warranties or  inducements  have been made to the Plaintiff or
its  counsel  concerning  this  Stipulation  or its  exhibits  other  than those
representations,  warranties and covenants  contained herein and in the exhibits
hereto.  No waiver,  modification or amendment of the terms of this  Stipulation
shall be valid  unless in writing  signed by the party to be charged and only to
the extent therein set forth. Any failure by any party to insist upon the strict
performance  by any other  party of any of the  provisions  of this  Stipulation
shall not be deemed a waiver of any of the  provisions  hereof,  and such party,
notwithstanding such failure, shall have the right thereafter to insist upon the
strict  performance of any and all of the  provisions of this  Stipulation to be
performed by such other party.
         Section 7.11 Binding  Agreement.  This Stipulation,  upon execution and
subject  only to  subsequent  approval  by the  Court  and  satisfaction  of the
conditions stated herein,  shall be binding upon and inure to the benefit of the
parties hereto and their respective legal representatives,  heirs,  transferees,
successors  in interest  and assigns and upon any  corporation,  partnership  or
other  entity into or with which any party may merge or  consolidate;  provided,
however,  that no  assignment  by any party hereto shall operate to relieve such
party hereto of its obligations hereunder.
         Section  7.12  Third  Parties.  Nothing  in this  Stipulation,  whether
express or implied,  is  intended  to confer any rights or remedies  under or by
reason of this  Stipulation  on any persons other than the members of Settlement
Class,  MPI  Common  Stockholders,  MPI,  the  Defendants  and  the  Defendants'
Affiliates,  and the other parties hereto,  and their respective  successors and
assigns,  nor is anything in this  Stipulation  intended to relieve or discharge
the obligations or liabilities of any

                                                       27
<PAGE>

third parties to any party to this Stipulation, nor shall any provision give any
third  parties any right of  subrogation  or action over or against any party to
this Stipulation.
         Section 7.13 Exhibits.  All of the exhibits hereto are  incorporated by
reference  as if set forth  herein  verbatim,  and the terms of all exhibits are
expressly made part of this Stipulation.
         Section 7.14  Counterparts.  This Stipulation may be executed in one or
more  counterparts,  each of which shall be deemed an original  and all of which
together shall constitute one and the same instrument.
         Section  7.15  Captions.  Captions  contained in this  Stipulation  are
inserted only as a matter of convenience and in no way define,  limit, extend or
describe the scope of this Stipulation or the intent of any provision hereof.
         Section  7.16  Arm's-Length  Negotiations.  This  Stipulation  and  the
exhibits hereto were executed after significant arm's-length  negotiations among
the parties and reflect the conclusion of counsel for all of the parties to this
Stipulation that this Stipulation and the Settlement  contemplated hereby are in
the best interests of all the parties hereto.
         Section 7.17 Choice of Law. This Stipulation  shall be governed by, and
construed  and enforced in accordance  with,  the laws of the State of Delaware,
without regard to conflict of law principles.
         Section  7.18  Waiver.  The  waiver by any party of any  breach of this
Stipulation  shall not be deemed or construed  as a waiver of any other  breach,
whether prior, subsequent, or contemporaneous, of this Stipulation.

                                                       28
<PAGE>
         IN WITNESS WHEREOF,  the undersigned,  thereunto duly authorized,  have
executed this Stipulation as of August 5, 1998.
                                             ROSENTHAL, MONHAIT, GROSS
                                                     & GODDESS


                                        By:_______________________________
                                            Joseph A. Rosenthal
                                            Kevin Gross
                                            Suite 1401, Mellon Bank Center
                                            Wilmington, DE 19899
                                            302-656-4433
                                            Attorneys for Plaintiff




                                             PRICKETT, JONES, ELLIOTT
                                                 KRISTOL & SCHNEE


                                         By:_____________________________
                                            Michael Hanrahan
                                            April Caso Ishak
                                            1310 King Street
                                            P.O. Box 1328
                                            Wilmington, DE 19899
                                            302-888-6500
                                            Attorneys for Defendants





                                                       29

<PAGE>



                                    EXHIBIT A


                IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
                          IN AND FOR NEW CASTLE COUNTY


JOHN WINSTON,                       )
                                    )
         Plaintiff,                 )
                                    )
         v.                         )              C.A. Nos. 14807 & 15416
                                    )
LEONARD S. MANDOR, ROBERT A.        )
MANDOR, JOAN LEVINE, HARVEY         )
JACOBSON, GREGORY MCMAHON,          )
GEOFFREY S. AARONSON,               )
MILESTONE PROPERTIES, INC. and      )
CONCORD ASSETS GROUP, INC.,         )
                                    )
         Defendants.

             ORDER SCHEDULING FAIRNESS HEARING AND APPROVING NOTICE


         WHEREAS,  the parties to the  above-captioned  actions (the  "Actions")
have  applied  pursuant to  Chancery  Court Rules 23(a) and 23.1 for an Order to
approve  the  proposed   settlement  of  the  Actions  in  accordance  with  the
Stipulation  and  Agreement  of  Settlement  entered  into by the  parties  (the
"Stipulation");
         NOW, this ____ day of ____________ 1998, upon application of Plaintiffs
and Defendants, IT IS HEREBY ORDERED as follows:
         1. A hearing  (the  "Settlement  Hearing")  pursuant to Chancery  Court
Rules 23(e) and 23.1 shall be held on _______,  199_,  at __.m.  in the Court of
Chancery, _____________ County Courthouse,  ______________________,  Delaware to
determine the fairness,  reasonableness  and adequacy of the Stipulation and the
Settlement (as defined in the  Stipulation)  and whether the Stipulation and the
Settlement should be finally approved by the Court and judgment entered

                                                       1


<PAGE>


thereon, to consider the adequacy of the class and derivative representative, to
conditionally  certify the Settlement  Class (as defined in the  Stipulation) in
accordance  with Chancery  Court Rule 23, to hear and determine any objection to
the  Settlement,  and  to  consider  Plaintiff's  application  for an  award  of
attorney's fees and expenses.
         2. The Court  reserves  the right to  adjourn  the  Settlement  Hearing
without further notice other than by  announcement at the Settlement  Hearing or
any adjournment thereof.
         3. The Court  reserves the right to approve the  Settlement at or after
the  Settlement  Hearing with such  modifications  as may be consented to by the
parties to the  Stipulation  and  without  further  notice to the members of the
Settlement Class or to MPI Common Stockholders (as defined in the Stipulation).
         4. No later than 60 days prior to the date of the  Settlement  Hearing,
counsel for the Defendants shall cause to be mailed to members of the Settlement
Class and to MPI Common  Stockholders,  by first-class mail,  postage prepaid, a
Notice of Pendency  of Class and  Derivative  Action,  Proposed  Settlement  and
Settlement Hearing (the "Settlement Notice")  substantially in the form attached
hereto as Exhibit 1. Upon request, MPI shall make available additional copies of
the  Settlement  Notice to enable record  holders to provide  copies  thereof to
beneficial owners. Milestone Properties, Inc. ("MPI") will instruct its transfer
agent to send a copy of the Settlement  Notice together with any certificates of
shares of MPI Preferred Stock (as defined in the  Stipulation)  issued after the
Record Date (as defined in the Stipulation).  The Settlement Notice shall direct
brokers,  nominees  and others who hold of record for the  account of another to
provide  copies of the  Settlement  Notice to any persons for whose account they
purchase MPI Preferred Stock after the

                                                       2


<PAGE>

Record Date.
         5. The form and method of notice  specified  herein is the best  notice
practicable  and shall  constitute due and  sufficient  notice of the Settlement
Hearing to all persons  entitled to receive such notice.  Milestone  Properties,
Inc. shall,  on or before the date of the Settlement  Hearing  directed  herein,
file proofs of mailing of the Settlement Notice as directed herein.
         6. Any  Settlement  Class  member  and any MPI Common  Stockholder  who
objects to the Settlement may appear in person or by his, her or its attorney at
the  Settlement  Hearing and present any evidence or argument that may be proper
and  relevant;  provided,  however,  that no person other than the Plaintiff and
Defendants  and their  counsel  in the  Actions  shall be heard,  and no papers,
briefs,  pleadings  or other  documents  submitted  by any such person  shall be
received and considered by the Court (unless the Court in its  discretion  shall
thereafter  otherwise direct, upon application of such person and for good cause
shown),  unless no later than ten days  prior to the  Settlement  Hearing  (i) a
written  notice of the  intention to appear,  (ii) a detailed  statement of such
person's  objections  to any  matter  before the  Court,  and (iii) the  grounds
therefor or the reasons  why such person  desires to appear and to be heard,  as
well as all  documents  and  writings  which such  person  desires  the Court to
consider, shall be served by hand or first class mail, postage prepaid, with the
Register  in  Chancery  and the  following  counsel of record at the  respective
addresses listed below:
                                    REGISTER IN CHANCERY
                                    1020 North King Street
                                    Wilmington, DE 19801

                                    PRICKETT, JONES, ELLIOTT, KRISTOL & SCHNEE
                                    Michael Hanrahan
                                    April Caso Ishak
                                    1310 King Street

                                                       3


<PAGE>

                                    P.O. Box 1328
                                    Wilmington, DE 19899
                                    Attorneys for Defendants

                                    ROSENTHAL, MONHAIT, GROSS & GODDESS
                                    Joseph A. Rosenthal
                                    Kevin Gross
                                    Suite 1401, Mellon Bank Center
                                    Wilmington, DE 19899
                                    Attorneys for Plaintiff and the Class


         7. For  Settlement  purposes  only,  these  actions  are  provisionally
certified as class actions on behalf of the Settlement Class.
         8. Any person who fails to object in the manner  prescribed above shall
be deemed to have waived such objection and shall be forever barred from raising
such  objection  or otherwise  contesting  the  Settlement  in this or any other
action or proceeding.
         9.  The  Potential   Settlement   Class  Members  (as  defined  in  the
Stipulation,  other than those who acquire their shares of MPI  Preferred  Stock
after the Record  Date)  shall have 45 days from the date of the  mailing of the
Settlement Notice in which to opt out of the Settlement Class and the Settlement
(the  45th day shall be  referred  to herein  as the  "Final  Opt-Out  Date") by
mailing a letter to the Register in Chancery and to each counsel of record prior
to the Final  Opt-Out  Date  setting  forth (i) his,  her or its name,  address,
telephone number and social security number or employer  identification  number,
as  applicable,  (ii) the number of shares of MPI Preferred  Stock owned and, if
available,  the certificate  number(s) of the stock certificate(s)  representing
such shares, (iii) if the shares of MPI Preferred Stock are not or were not held
of record or  registered  in such member's name on the books and records of MPI,
the letter shall  indicate the name or brokerage  firm and account in which such
shares of MPI Preferred Stock were registered and shall include evidence

                                                       4


<PAGE>


of such member's  ownership  thereof,  and (iv) that he, she or it elects to opt
out of the Settlement. Any Potential Settlement Class Member who does not return
an opt-out  election in accordance with the provisions of this Paragraph 9 shall
be deemed a member of the Settlement Class.
         10. Pending final  determination  of whether the Stipulation  should be
approved,  Plaintiff  and all  members of the  Settlement  Class and,  as to the
derivative  claim,  MPI and its  stockholders,  or any of them,  are  barred and
enjoined from  commencing or prosecuting  any action in any forum  asserting any
claims,  either  directly,  representatively,   derivatively  or  in  any  other
capacity,  against any of the  Defendants or any other persons or entities which
have been or could have been  asserted,  or which arise out of, or relate in any
way to the Settled Claims (as defined in the Stipulation).
         11. If the Settlement provided for in the Stipulation shall be approved
by the Court following the Settlement  Hearing, a Final Order and Judgment shall
be  entered in  substantially  the form of  Exhibit 1 to the  Settlement  Notice
attached as Exhibit 1 hereto.
     12. If the parties  withdraw from the  Stipulation  or if the  Stipulation,
including any amendment  made in accordance  with its terms,  is not approved by
the  Court or is  terminated  or  shall  not  become  effective  for any  reason
whatever,  this action shall proceed,  completely without prejudice to any party
as to any matter of law or fact, as if the Stipulation had not been made and had
not been submitted to the Court,  and neither the  Stipulation nor any provision
contained in the Stipulation nor any action undertaken  pursuant thereto nor the
negotiation  thereof  by any party  shall be deemed an  admission  or offered or
received  in evidence at any  proceeding  in this action or any other  action or
proceeding.
                        --------------------------------

                                                       5



<PAGE>

                                                              Vice Chancellor



                                                       6

<PAGE>


         [THIS NOTICE MAY BE MODIFIED TO COMPLY WITH THE REQUIREMENTS OF
      RULE 13E-3 AND/OR RULE 13E-4 OF THE SECURITIES EXCHANGE ACT OF 1934,
                                   AS AMENDED]

             EXHIBIT B TO STIPULATION/EXHIBIT 1 TO SCHEDULING ORDER


                IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
                          IN AND FOR NEW CASTLE COUNTY

JOHN WINSTON,                    )
                                 )
         Plaintiff,              )
                                 )
         v.                      )              C.A. Nos. 14807 & 15416
                                 )
LEONARD S. MANDOR, ROBERT A.     )
MANDOR, JOAN LEVINE, HARVEY      )
JACOBSON, GREGORY MCMAHON,       )
GEOFFREY S. AARONSON,            )
MILESTONE PROPERTIES, INC. and   )
CONCORD ASSETS GROUP, INC.,      )
                                 )
         Defendants.

               NOTICE OF PENDENCY OF CLASS AND DERIVATIVE ACTION,
           PROPOSED SETTLEMENT, SETTLEMENT HEARING AND RIGHT TO APPEAR



TO:      TO ALL HOLDERS OF THE $.78 CONVERTIBLE SERIES A PREFERRED
         STOCK OF MILESTONE PROPERTIES, INC. AS OF OCTOBER 23, 1995,
         AND THEIR SUCCESSORS IN INTEREST; and
                  TO ALL HOLDERS OF COMMON STOCK OF MILESTONE PROPERTIES,
                  INC. AS OF                             , 1998:

         THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND  EXCHANGE  COMMISSION  NOR HAS THE  COMMISSION  PASSED UPON THE  FAIRNESS OR
MERITS OF SUCH  TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED IN THIS DOCUMENT.
ANY REPRESENTATIONS TO THE CONTRARY IS UNLAWFUL.

         PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. YOUR RIGHTS WILL
BE AFFECTED BY THE LEGAL  PROCEEDINGS IN THIS LITIGATION.  IF THE COURT APPROVES
THE PROPOSED SETTLEMENT, THE SETTLEMENT CLASS (EXCEPT FOR PERSONS WHO OPT OUT OF
THE  SETTLEMENT)  AND,  AS  TO  THE  DERIVATIVE   CLAIM,  MPI  AND  ALL  OF  ITS
STOCKHOLDERS,   WILL  BE  FOREVER   BARRED   FROM   CONTESTING   THE   FAIRNESS,
REASONABLENESS OR ADEQUACY OF THE

                                                       1


<PAGE>


SETTLEMENT, OR FROM PURSUING THE SETTLED CLAIMS (AS DEFINED BELOW).

         IF THE COURT APPROVES THE PROPOSED  SETTLEMENT,  EACH OUTSTANDING SHARE
OF $.78  CONVERTIBLE  SERIES A PREFERRED  STOCK OF  MILESTONE  PROPERTIES,  INC.
("MPI")  (EXCEPT FOR SHARES HELD BY  DEFENDANTS OR BY PERSONS WHO OPT OUT OF THE
SETTLEMENT) WILL BE EXCHANGED FOR $3.00 IN CASH, PAYABLE BY MPI.

         IF  THE  COURT  APPROVES  THE  PROPOSED  SETTLEMENT  AND  THE  PROPOSED
SETTLEMENT  IS  CONSUMMATED,  SUBSTANTIALLY  ALL  OF  THE  SHARES  OF  THE  $.78
CONVERTIBLE  SERIES A PREFERRED  STOCK OF MPI WILL BE ACQUIRED AND  CANCELLED BY
MPI. UNDER RULES 13E-3 AND 13E-4 PROMULGATED PURSUANT TO THE SECURITIES EXCHANGE
ACT OF 1934,  SUCH  TRANSACTIONS  MUST BE  DISCLOSED  IN A SCHEDULE  13E-3 AND A
SCHEDULE  13E-4.  A SCHEDULE 13E-3 AND A SCHEDULE 13E-4 HAVE BEEN FILED WITH THE
SECURITIES  AND  EXCHANGE  COMMISSION,  COPIES  OF WHICH ARE  ANNEXED  HERETO AS
EXHIBITS  A AND B AND  INCORPORATED  BY  REFERENCE  HEREIN.  IN  ADDITION,  SUCH
SCHEDULES  CONTAIN CERTAIN  DISCLOSURE  REGARDING THE POTENTIAL SALES BY MPI AND
TWO OF ITS AFFILIATES OF CERTAIN  PROPERTIES WHICH COULD REPRESENT A SUBSTANTIAL
PORTION OF MPI'S REAL ESTATE  RELATED  ASSETS.  THE SCHEDULE  13E-3 AND SCHEDULE
13E-4 HAVE NOT BEEN APPROVED BY THE SECURITIES  AND EXCHANGE  COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE  COMMISSION  PASSED UPON OR ENDORSED THE ACCURACY OR
ADEQUACY OF THE DISCLOSURES IN THOSE SCHEDULES.

         THE  FOLLOWING   DESCRIPTIONS  OF  THE  ACTIONS  AND  OF  THE  PROPOSED
SETTLEMENT  ARE BASED ON  REPRESENTATIONS  MADE TO THE COURT BY COUNSEL  FOR THE
PARTIES AND DOES NOT CONSTITUTE THE FINDINGS OF THE COURT.

                                                 SUMMARY OF NOTICE


         The  following  is a summary of certain  information  contained in this
notice (the "Settlement  Notice") and the Exhibits hereto. This summary does not
purport to be complete and is qualified in its entirety by reference to the more
detailed information set forth elsewhere herein and in the Exhibits hereto.

         The purpose of this notice is to advise all stockholders of MPI that at
__:__ 0 __.m (Eastern Time) on ____________, 1998, a hearing will be held before
The Honorable  Myron T. Steele,  Vice Chancellor of the Court of Chancery at the
Kent County  Courthouse,  38 The Green,  Dover  Delaware,  to decide  whether to
approve a proposed Settlement (as defined in the Stipulation and

                                                       2


<PAGE>

Agreement of Settlement (the  "Stipulation")  entered into by the parties to the
above-captioned  action)  of certain  class and  derivative  actions  which will
directly affect the rights and interests of MPI and its stockholders.
         The proposed  Settlement  provides that MPI Preferred  Stockholders (as
defined in the Stipulation)  who owned their shares as of __________,  199__ and
who do not "opt out" of the Settlement  (i.e.,  send in a written  request to be
excluded  from the  Settlement)  will  surrender  their shares of MPI  Preferred
Stock,  which prior to the public  announcement  of the  Settlement had a market
value of  approximately  $0.875 per share,  and receive in exchange  from MPI on
behalf of the Defendants, $3.00 per share in cash.
         The MPI Preferred  Stock has been listed on the New York Stock Exchange
(the  "NYSE")  since  January 29, 1991 and is publicly  traded.  Because MPI had
fallen below certain of the NYSE's continued  listing  criteria  relating to net
income and market  value of publicly  held shares of MPI's  Preferred  Stock and
Common Stock, the NYSE suspended  trading in shares of MPI's Preferred Stock and
Common  Stock  prior to the  market  opening  on July 6,  1998 and  subsequently
applied to the  Securities  and Exchange  Commission  (the "SEC") to delist such
issues.  MPI has been advised that on or about July 6, 1998, a market  developed
for trading shares of MPI's Preferred Stock and Common Stock on the OTC Bulletin
Board.  There can be,  however,  no  assurance as to the prices at which the MPI
Preferred Stock will trade prior to or after the  consummation of the Settlement
or  whether  an active  trading  market  will  develop,  or if  developed,  will
continue,  for such  shares.  A Schedule  13E-3  (the  "Schedule  13E-3")  and a
Schedule  13E-4 (the  "Schedule  13E-4")  (collectively,  the Schedule 13E-3 and
Schedule 13E-4 are referred to herein as the "Schedules"), copies of which

                                                       3


<PAGE>

are annexed  hereto as Exhibit A and  Exhibit B and  incorporated  by  reference
herein,  were filed by MPI with the SEC on _____,  1998. The Schedules  disclose
that if the Settlement is approved and consummated, substantially all of the MPI
Preferred  Stock  will be  acquired  and  cancelled  by MPI.  In  addition,  the
Schedules  contain  certain  disclosure  regarding the potential sale by MPI and
certain  of its  affiliates  of  certain  properties  which  could  represent  a
substantial  portion of MPI's real estate related assets. As of the date of this
Settlement  Notice,  the SEC has neither  approved the  Schedules  nor reviewed,
passed upon or endorsed  the accuracy or adequacy of the  disclosures  contained
therein.
         The proposed Settlement would extinguish the claims raised in the class
and  derivative  actions.  Several of the claims  allege  that the rights of MPI
Preferred  Stockholders  were  violated  in 1995  when MPI  transferred  certain
shopping  centers  and  other  commercial  properties  to its then  wholly-owned
subsidiary, Union Property Investors, Inc. ("UPI"), and subsequently distributed
all of the outstanding common stock of UPI to the MPI Common  Stockholders.  The
other  claim  raised in the  actions  alleges  that MPI paid too high a purchase
price to acquire certain  wraparound notes,  mortgages and other properties from
Concord Assets Group,  Inc.  ("Concord")  in 1995. MPI and the other  defendants
contend that these claims do not have any merit.
         The proposed  Settlement also provides that, subject to court approval,
MPI will pay the plaintiffs'  attorneys fees and expenses in connection with the
class and  derivative  actions and the  Settlement  in an amount up to $750,000,
which amount will be payable  without  interest on the first  anniversary of the
date on which the final  order of the Court  approving  the  Settlement  becomes
final and is no longer subject to appeal (the "Settlement Effective Date").

                                                       4

<PAGE>

         Anyone who owned shares of MPI  Preferred  Stock after October 23, 1995
or who owned  shares  of MPI  Common  Stock as of  _________,  199__ may  submit
objections  to the proposed  Settlement at the  settlement  hearing by complying
with certain specified procedures; alternatively, MPI Preferred Stockholders who
owned their shares prior to ________,  199_ may opt out and be excluded from the
Settlement. If MPI Preferred Stockholders who own more than 10% of the shares of
MPI Preferred Stock outstanding as of __________, 199__ choose to opt out and be
excluded from the  Settlement,  MPI and the other  defendants to the actions may
elect not to proceed with the Settlement.  Shares of MPI Preferred Stock held by
stockholders  who  elect  to opt out of the  Settlement  and  who,  prior to the
effective date of the Settlement, sell or otherwise transfer their shares of MPI
Preferred Stock, will not be counted towards such 10% threshold.
         THOSE MPI STOCKHOLDERS WHO ARE IN FAVOR OF THE PROPOSED
SETTLEMENT NEED NOT DO ANYTHING AT THIS TIME.  If the proposed Settlement is
approved by the Court after a hearing on the  fairness  of the  Settlement,  all
claims  raised in these class and  derivative  actions  will be  dismissed  with
prejudice  and  the  Defendants  will  forever  be  released  by  MPI  Preferred
Stockholders  and, with respect to the derivative  claim only, by MPI and all of
its  stockholders.  MPI Preferred  Stockholders who own their shares at the time
the Settlement  becomes  effective and who do not opt out of the Settlement will
receive  instructions for  surrendering  their shares of MPI Preferred Stock and
receiving  the cash  payment from MPI. MPI  Preferred  Stockholders  who sell or
otherwise  transfer  their shares of MPI  Preferred  Stock prior to the time the
Settlement becomes effective will be bound by the Settlement as described above,
but will not be entitled to receive the cash payment.

                                                       5

<PAGE>

         If the proposed Settlement is not approved,  the actions will continue,
and it may be several years before any final determination is made by the courts
on the merits of the claims.
                                                 [SPECIAL FACTORS]


                                      [To be included pursuant to Rule 13e-3]
                                       RULE 13E-3 AND RULE 13E-4 TRANSACTION


         If approved and consummated, the proposed Settlement will result in the
acquisition  and  cancellation  by MPI of  substantially  all of the outstanding
shares of MPI Preferred  Stock, a transaction  which would require MPI to file a
Schedule  13E-3 and a Schedule 13E-4 pursuant to Section 13(e) of the Securities
Exchange Act of 1934, as amended.  On _________,  1998, MPI filed such Schedules
with the SEC,  copies of which are annexed hereto as Exhibit A and Exhibit B and
incorporated  by reference  herein.  Each MPI  stockholder  is urged to read the
Schedules in their entirety.  As of the date of this Settlement  Notice, the SEC
has neither  approved the Schedule  13E-3 or the  Schedule  13E-4 nor  reviewed,
passed upon or endorsed  the accuracy or adequacy of the  disclosures  contained
therein.
                                               THE SETTLEMENT CLASS


         All  persons  who  owned  shares  of MPI's  $.78  Convertible  Series A
preferred  stock as of October 23,  1995 and their  successors  in interest  are
"Potential  Settlement Class Members." Potential Settlement Class Members who do
not opt out of the  Settlement  will be  referred  to herein as  members  of the
"Settlement Class" and will be bound by the Settlement if the Court approves it.
Since the Settlement entails,  among other things, the exchange of MPI Preferred
Stock for cash  payments,  only those  members of the  Settlement  Class who are
holders of MPI Preferred Stock as

                                                       6

<PAGE>

of date on which the  Settlement  becomes  effective (the "Current MPI Preferred
Stockholders")  and  who do not  opt  out of the  Settlement  will  receive  the
settlement  consideration  described herein.  Potential Settlement Class Members
who sell or otherwise  transfer their shares of MPI Preferred Stock prior to the
Settlement Effective Date will still be bound by and subject to the terms of the
Settlement,   but  will   transfer   their  right  to  receive  the   settlement
consideration  described herein to the acquirer of their shares of MPI Preferred
Stock.  MPI  Preferred  Stockholders  who acquire  their shares of MPI Preferred
Stock after _________,  199__ will not be permitted to opt out, but, if they own
their shares on the Settlement  Effective  Date, will be entitled to receive the
settlement consideration.
                                     BACKGROUND AND DESCRIPTION OF THE ACTIONS


         MPI is a Delaware  corporation  which,  through its own  operations and
those of its  subsidiaries,  is engaged in the  business of  acquiring,  owning,
managing and developing real estate,  and other real estate related  businesses.
Leonard S. Mandor,  Robert A. Mandor,  Geoffrey  Aaronson,  Harvey  Jacobson and
Gregory McMahon,  are directors  and/or  executive  officers of MPI, and, at the
time of the  Transactions  (as defined  herein) were,  along with Defendant Joan
LeVine,  directors and/or officers of MPI. Defendants Geoffrey Aaronson,  Harvey
Jacobson and Gregory  McMahon  were also the only  members of the Related  Party
Transaction Committee of MPI's Board of Directors, which committee was appointed
by the Board to evaluate  the  fairness of possible  transactions  with  parties
related  to MPI,  including  the  Acquisition  (defined  herein)  challenged  by
Plaintiff.
         In September  1995,  MPI  distributed to each holder of common stock of
MPI ("MPI Common

                                                    7


<PAGE>


Stock")  and to  each  holder  of MPI  Preferred  Stock,  a  Proxy  Statement  -
Information Statement (the "Proxy Statement") describing certain transactions to
be considered and approved at a Special  Meeting of MPI's  stockholders  held on
October 23, 1995,  whereby:  (i) MPI would  acquire  certain  wraparound  notes,
wraparound  mortgages  and fee interests  from  subsidiaries  and  affiliates of
Concord in exchange for  $500,005 in cash and the issuance to such  subsidiaries
and  affiliates  of  Concord  of  2,544,654  shares  of MPI  Common  Stock  (the
"Acquisition");  (ii) 16  properties  owned  by MPI  would be  transferred  (the
"Transfer")  to UPI which was then a  wholly-owned  subsidiary of MPI; and (iii)
UPI would be recapitalized (the  "Recapitalization") and thereafter,  all of the
outstanding  shares of UPI's common stock would be  distributed to of MPI Common
Stockholders  on  a  share-for-share   basis  and  for  no  consideration   (the
"Spin-Off") (the Acquisition,  Transfer,  Recapitalization  and Spin-Off and the
transactions contemplated thereby, including the Proxy Statement and the special
meeting  of  MPI's  stockholders  held on  October  23,  1995  and  the  actions
contemplated thereby are collectively referred to herein as the "Transactions").
The Acquisition  required the approval of a majority of the shares of MPI Common
Stock,  and the  Transfer  and  Spin-Off  were  contingent  on the  approval the
Acquisition.  On October 23, 1995,  the holders of MPI Common Stock approved the
Acquisition.  The Transfer and the Spin-Off  were  completed in October 1995 and
November 1995, respectively.
         On January 30, 1996, the Plaintiff,  a holder of MPI's Preferred Stock,
filed a class action  complaint on behalf of the MPI Preferred  Stockholders  in
the  Delaware  Chancery  Court  (the  "Court")  claiming  that the  Transactions
breached the Defendants'  fiduciary duty and an implied obligation of good faith
owed to the holders of the MPI  Preferred  Stock.  On  February  12,  1996,  the
Defendants moved to dismiss the complaint for failure to state a claim.

                                                       8


<PAGE>


     The  Plaintiff  filed an amended  complaint  on June 5, 1996 that  included
     additional counts  challenging the Transactions as violating Section 271 of
     the  Delaware  General  Corporation  Law  and  several  provisions  of  the
     Certificate of Designations  governing the MPI Preferred Stock. On June 19,
     1996, the Defendants moved to dismiss the amended  complaint and on October
     26,  1996,  the Court  ruled  that the  remedy of  rescission  would not be
     available in the action.  While the remainder of the Defendants'  motion to
     dismiss was before the Court, the Plaintiff, on December 9, 1996, commenced
     a second  action  and sought  dismissal,  without  prejudice,  of the first
     action.  The second  action  contained  a single  claim  alleging  that the
     Transactions  constituted  a breach of fiduciary  duty to the MPI Preferred
     Stockholders.  The Defendants moved to dismiss,  or in the alternative,  to
     stay the second  action.  On May 12, 1997,  the Court  dismissed the second
     action in its entirety and dismissed the breach of fiduciary  duty claim in
     the first action.  The Court also  dismissed the claim under Section 271 of
     the Delaware  General  Corporation Law on the ground that the Plaintiff had
     no standing to sue for  violation  of that  statute.  The Court  denied the
     motion to dismiss  the  Plaintiff's  contractual  claims  against MPI which
     alleges  breaches of the  Certificate  of  Designations  governing  the MPI
     Preferred  Stock,  and granted  leave to further amend the complaint in the
     first action to assert a derivative  claim  challenging the fairness of the
     Acquisition.  The Plaintiff  subsequently  filed a second amended complaint
     asserting a breach of fiduciary duty claim.  On June 4, 1997, the Plaintiff
     appealed the Court's  ruling of May 12, 1997  insofar as it  dismissed  the
     second action and,  thereafter,  the Defendants moved to dismiss the appeal
     and  cross-appealed  from the  Court's  decision  insofar as it declined to
     dismiss  the  claims  in the  first  action  based  on the  Certificate  of
     Designations.  On October 30,  1997,  the  parties  hereto  entered  into a
     previous  stipulation and agreement of settlement (the "Prior  Settlement")
     pursuant to which MPI's  stockholders  would release all derivative  claims
     arising in  connection  with the  Transactions  and the  holders of the MPI
     Preferred  Stock  between  October 23, 1995 and the date on which the Prior
     Settlement  was  consummated  would  release  any claims  they may have had
     against MPI and the other named Defendants arising out of the Transactions.
     Each MPI Preferred  Stockholder who did not opt out of the Prior Settlement
     and who then owned shares of the MPI Preferred  Stock would transfer his or
     her shares of MPI Preferred  Stock to a wholly-owned  subsidiary of Concord
     and receive,  in exchange  for each share,  $0.75 in cash to be paid by MPI
     plus one share of Preferred Stock of the Concord subsidiary.  The Preferred
     Stock of the Concord subsidiary would have had a liquidation  preference of
     $2.25 per share,  would have been  required  to be  redeemed by the Concord
     subsidiary  at $2.25 per share  after  five  years,  and would  have had no
     voting or dividend  rights.  In addition,  any  stockholder  of the Concord
     subsidiary's  preferred  stock who did not want to wait the full five years
     for such  shares to be  redeemed  could  have had  shares  redeemed  by the
     Concord  subsidiary at the following prices prior to the fifth year: within
     2 years after the Prior  Settlement - $1.00 per share;  2-3 years after the
     Prior  Settlement - $1.40 per share; 3-4 years after the Prior Settlement -
     $1.60 per share;  4-5 years after the Prior  Settlement  - $1.90 per share.
     The Concord subsidiary's  redemption obligations would have been secured by
     a Letter  of  Credit.  By  correspondence  of April 22,  1998,  Defendants'
     counsel  informed the Supreme  Court and the Court that the  Plaintiff  had
     withdrawn from the Prior Settlement. By order of June 11, 1998, the Supreme
     Court  dismissed the Appeal and the Cross Appeal as  interlocutory  appeals
     not taken in compliance with Delaware  Supreme Court Rule 42, but said that
     the  dismissal  ruling did not  preclude the Court from  determining,  upon
     appropriate  application,  whether  a  final  judgment  should  be  entered
     pursuant  to Rule  54(b)  of the  Court.  The  Plaintiff  entered  into the
     Stipulation after taking into account (i) the benefits to the MPI Preferred
     Stockholders  and MPI from the  Settlement,  (ii)  the  risks of  continued
     litigation,  (iii) the  desirability  of  permitting  the  Settlement to be
     consummated  as  provided  by the terms of this  Stipulation,  and (iv) the
     conclusion by the  Plaintiff and his counsel that the terms and  conditions
     of the Settlement are fair, reasonable, adequate, and in the best interests
     of MPI and the MPI  Preferred  Stockholders.  MPI and the other  Defendants
     agreed to enter into the  Stipulation  after  taking into account (i) MPI's
     indemnification   obligations  to  the  individual   Defendants  under  its
     Certificate  of  Incorporation,  as  amended,  and its  By-laws,  (ii)  the
     Settlement's  resolution  of all  claims  or  potential  claims  by the MPI
     Preferred  Stockholders  and derivative  claims by the  stockholders of MPI
     relating to, or arising  from,  the  Transactions,  (iii) the  Settlement's
     beneficial impact on the MPI Common  Stockholders by settling claims of MPI
     Preferred  Stockholders relating to the right of MPI Preferred Stockholders
     to convert  their shares into MPI Common Stock at a higher ratio as part of
     the  Transactions,   and  (iv)  avoiding  delay  and  significant  expenses
     associated  with  continued  litigation.  As  part of the  Settlement,  the
     parties  desired to settle and dismiss with  prejudice  the Actions and any
     and all claims that have been or could have been asserted therein by MPI or
     any and all  members  of the  Settlement  Class and any  derivative  claims
     arising out of or relating to Transactions  (the "Claims") on the terms and
     conditions reflected in the Stipulation. 

THE SETTLEMENT


         The Settlement  will bind everyone who owned MPI Preferred  Stock since
October 23, 1995 except for those who choose to opt out of the  Settlement,  and
provides that each Current MPI Preferred Stockholder who does not opt out of the
Settlement  shall, in exchange for each share of his or her MPI Preferred Stock,
receive $3.00 in cash (the "Cash Payment" or the "Settlement Consideration").
         The MPI Preferred  Stock has been listed on the New York Stock Exchange
since  January  29, 1991 and is publicly  traded.  Because MPI had fallen  below
certain of the NYSE's  continued  listing  criteria  relating  to net income and
market value of publicly held shares of MPI's  Preferred Stock and Common Stock,
the NYSE suspended  trading in shares of MPI's  Preferred Stock and Common Stock
prior to the  market  opening  on July 6, 1998 and  subsequently  applied to the
Commission to delist such issues.  MPI has been advised that on or about July 6,
1998, a market  developed for trading shares of MPI's Preferred Stock and Common
Stock on the OTC Bulletin Board.  There can be, however,  no assurance as to the
prices  at which  the MPI  Preferred  Stock  will  trade  prior to or after  the
consummation of the Settlement or whether an active trading market will develop,
or if developed, will continue, for such shares. A Schedule 13E-3 and a Schedule
13E-4 were filed by MPI with the SEC on _____,  1998,  disclosing  that,  if the
Settlement is approved and consummated,  substantially  all of the MPI Preferred
Stock will be acquired and cancelled by MPI. In addition, the Schedule 13E-3 and
the Schedule 13E-4 contain  certain  disclosure  regarding the potential sale by
MPI and certain of its affiliates of certain  properties which could represent a
substantial  portion of MPI's real estate related assets. As of the date of this
Settlement  Notice,  the Commission  has neither  approved the Schedule 13E-3 or
Schedule 13E-4 nor reviewed, passed upon or endorsed the accuracy or adequacy of
the disclosures contained therein.
         If you owned shares of MPI Preferred  Stock at any time between October
23, 1995 and _________,  199_ (the "Record Date") and do not wish to be a member
of the Settlement  Class, you may opt out of and be excluded from the Settlement
by following the procedures set forth in the section of this  Settlement  Notice
entitled "RIGHT TO OPT OUT."
         Pursuant  to the terms of the  Stipulation,  if Current  MPI  Preferred
Stockholders  owning  more  than  10%  of the  shares  of  MPI  Preferred  Stock
outstanding  on the  Record  Date  choose  to opt out and be  excluded  from the
Settlement,  MPI and the other  Defendants  may elect  not to  proceed  with the
Settlement.  Shares of MPI Preferred Stock held by stockholders who elect to opt
out of the Settlement  and who,  prior to the effective date of the  Settlement,
sell or otherwise  transfer  their shares of MPI  Preferred  Stock,  will not be
counted towards such 10% threshold.
         Current  MPI  Preferred  Stockholders  who opt  out of the  Settlement,
Potential  Settlement  Class  Members who sell or transfer  their  shares of MPI
Preferred  Stock prior to the effective date of the  Settlement,  and MPI Common
Stockholders  will not receive the Settlement  Consideration  under the terms of
the Stipulation.
         If the Settlement is approved by the Court,  (a) the Plaintiff and each
Settlement Class member will be releasing all claims alleged in these actions or
which relate to the  transactions  that are the subject of these actions,  shall
fully,  finally  and  forever  compromise,  settle,  release  and  dismiss  with
prejudice, any and all claims, rights, demands, liabilities,  actions, causes of
action,  suits,  damages,  losses,  obligations,  matters  and  issues,  whether
asserted or unasserted,  contingent or absolute  known or unknown,  suspected or
unsuspected,  disclosed  or  undisclosed,  matured  or  unmatured,  material  or
immaterial,  legal or equitable, (i) which have been, could have been, or in the
future can or might be, asserted in the Actions or otherwise by the Plaintiff or
any member of the Settlement  Class,  whether  individual or class,  (including,
without limitation,  claims arising under the federal securities laws),  against
any of the  Defendants  in the  Actions  or any of their  families,  affiliates,
associates  and  subsidiaries,  and each of their  respective  present or former
officers,    directors,     stockholders,    agents,    employees,    attorneys,
representatives, financial and other advisors, investment or commercial bankers,
trustees,  general and limited  partners  and  partnerships,  heirs,  executors,
personal representatives, estates, administrators,  predecessors, successors and
assigns  (collectively,  the  "Defendants'  Affiliates") and any other person or
entity  acting for or on behalf of any Defendant  (collectively,  the " Released
Persons"),  and (ii)  which  arise out of or relate  in any  manner  whatsoever,
directly or indirectly, to any of the allegations,  facts, events, transactions,
occurrences, acts, representations, statements, misrepresentations or omissions,
or any other matter, thing or cause whatsoever, or any series thereof, involved,
embraced,  set forth or otherwise  referred or related directly or indirectly to
the Transactions,  the Actions,  the adjustment made to the conversion ratio for
the MPI  Preferred  Stock in  connection  with the  Transactions,  or any public
filings or other statements that were issued in connection with the Transactions
by any  Released  Person in the Actions (the "Class  Claims"),  and (b) MPI, the
Plaintiff,  each Settlement Class Member,  each MPI Common  Stockholder and each
MPI Preferred  Stockholder shall fully, finally and forever compromise,  settle,
release  and  dismiss  with  prejudice,  any and all  claims,  rights,  demands,
liabilities,  actions,  causes of action, suits, damages,  losses,  obligations,
matters and issues,  whether  asserted or  unasserted,  contingent  or absolute,
known or  knowable,  matured or  unmatured,  material  or  immaterial,  legal or
equitable  (i) which have been,  could have been,  or in the future can or might
be, asserted in the Actions (including, without limitation, claims arising under
the federal  securities laws) or otherwise by or on behalf of MPI against any of
the  Defendants  in the Actions or against any Released  Person,  and (ii) which
arise out of or relate in any manner whatsoever,  directly or indirectly, to any
of  the   allegations,   facts,   events,   transactions,   occurrences,   acts,
representations,  statements,  misrepresentations  or  omissions,  or any  other
matter, thing or cause whatsoever,  or any series thereof,  involved,  embraced,
set forth or  otherwise  referred  or  related  directly  or  indirectly  to the
Transactions,  the Actions,  the adjustment made to the conversion ratio for the
MPI Preferred Stock in connection with the  Transactions,  or any public filings
or other  statements that were issued in connection with the Transactions by any
Released Person in the Actions (the "Derivative  Claims").  The Class Claims and
the  Derivative  Claim will be referred to  collectively  herein as the "Settled
Claims".  The term "Settled  Claims" does not include claims arising pursuant to
the Stipulation.
     The  Settlement  will become  effective at such time as the Final Order and
Judgment  approving the Settlement,  if entered by the Court, shall become final
and not subject to further appeal or review. In the event that the Settlement is
not approved,  the Stipulation  shall be of no further force and effect and each
party shall be restored to his, her or its respective position prior to entering
into the  Stipulation,  except  that all costs and  expenses of  providing  this
Settlement Notice to the Settlement Class and to MPI Common  Stockholders  shall
be paid by MPI.
         The release and  dismissal  with  prejudice  described  above shall not
become  effective  unless and until the Final Order  becomes final and no longer
subject to appeal or other contingencies.
                                           REASONS FOR THE SETTLEMENT


         Plaintiff  and his  counsel  have  agreed to and are  recommending  the
Settlement  based  upon the  following  considerations.  First,  the  Settlement
Consideration will provide significant value to Settlement Class members who own
their shares of MPI Preferred  Stock as of the effective date of the Settlement.
Prior to the public announcement of the Settlement,  the MPI Preferred Stock had
a market  value of  approximately  $0.875  per  share.  Under  the  terms of the
Settlement, on the effective date of the Settlement, each share of MPI Preferred
Stock will be exchanged for $3.00 in cash.  Second,  there are significant risks
in continued  litigation.  While  Plaintiff  and his counsel  believe the claims
asserted  are  meritorious,  there is a  possibility  of an  adverse  outcome on
liability  or  damages.  Defendants  have  presented a number of  defenses,  and
already  have  succeeded in  obtaining  dismissal of several of the  Plaintiff's
claims.  Third,  proceeding  with the  litigation  could result in a substantial
delay  before the  Settlement  Class would  obtain any  recovery.  The  Delaware
Supreme  Court had refused to consider the  interlocutory  appeal of the Court's
rulings  dismissing  portions  of  Plaintiff's  claims.  Resolution  of  further
motions, discovery and trial, and ultimately, the issuance of a detailed opinion
by the Court after trial could take years to complete before the Plaintiff would
be able to raise on appeal the issues  which were the  subject of his  dismissed
interlocutory  appeal.  Following a decision  after trial,  there may well be an
appeal by Defendants of any adverse judgment. Thus, as much as two years or more
could pass before the  litigation  would  finally be  concluded  and MPI and the
Settlement Class members could actually recover on a judgment. After considering
the foregoing, the Plaintiff and counsel for the Settlement Class have concluded
that the Settlement is fair to and in the interest of MPI, the Settlement  Class
and the members thereof.
                                                SETTLEMENT HEARING


          The  Settlement  Hearing is scheduled for __:__0 __.m.  (Eastern Time)
               on __________,  199__, before the Honorable Myron T. Steele, Vice
               Chancellor   of  the  Court  of   Chancery   at   ______________,
               _____________, _____________, Delaware. At the Settlement Hearing
               the  parties  will ask the Court  (i) to  determine  whether  the
               Settlement,  as  reflected  in the terms of the  Stipulation,  is
               fair,  reasonable,  adequate  and in the  best  interests  of the
               Settlement  Class, the members thereof and MPI, (ii) to determine
               whether judgment should be entered in the Actions pursuant to the
               Settlement  which will,  among other  things  dismiss the Actions
               with  prejudice,  and (iii) to rule on such other  matters as the
               Court may deem appropriate. If you were a holder of shares of MPI
               Preferred Stock between  October 23, 1995 and  __________,  199__
               and held the  stock  beneficially  for  others,  or if you were a
               holder of shares of MPI Common  Stock as of  ____________,  199__
               and held the stock  beneficially for others, you are requested to
               forward this Notice to the beneficial owner. In addition,  if you
               acquire  stock for the account of others  after the Record  Date,
               you are requested to forward this Notice to the beneficial  owner
               of such shares.

     Additional  copies of the  Settlement  Notice will be made available to you
     for this  purpose upon request  directed to MPI at:  Milestone  Properties,
     Inc.
                                    150 E. Palmetto Park Road, 4th Floor
                                    Boca Raton, FL  33432
                                    Attention: Director of Stockholder Services


                                       RIGHT TO APPEAR AT SETTLEMENT HEARING


         Any  Potential  Settlement  Class  Member  who  does not opt out of the
Settlement and any MPI Common  Stockholder who objects to the Stipulation or the
Settlement,  or who  otherwise  wishes to be heard,  may  appear in person or by
counsel at the Settlement  Hearing and present any evidence or argument that may
be  proper  and  relevant;  provided,  however,  that no person  other  than the
plaintiffs, defendants and their counsel in these actions shall be heard, and no
papers, briefs,  pleadings or other documents submitted by any such person shall
be received  and  considered  by the Court  (unless the Court in its  discretion
shall thereafter  otherwise direct, upon application of such person and for good
cause shown), unless no later than ten days prior to the Settlement Hearing, (i)
a written notice of the intention to appear,  (ii) a detailed  statement of such
person's  objections  to any  matter  before the  Court,  and (iii) the  grounds
therefor or the reasons  why such person  desires to appear and to be heard,  as
well as all  documents  and  writings  which such  person  desires  the court to
consider, shall be served by hand or first class mail, postage prepaid, with the
Register  in  Chancery  and the  following  counsel of record at the  respective
addresses listed below:
                                    REGISTER IN CHANCERY
                                    1020 North King Street
                                    Wilmington, DE 19801

                                    PRICKETT, JONES, ELLIOTT, KRISTOL SCHNEE
                                    Michael Hanrahan
                                    April Caso Ishak
                                    1310 King Street
                                    P.O. Box 1328
                                    Wilmington, DE 19899
                                    Attorneys for Defendants


                                    ROSENTHAL, MONHAIT, GROSS & GODDESS
                                    Joseph A. Rosenthal
                                    Kevin Gross
                                    Suite 1401, Mellon Bank Center
                                    Wilmington, DE 19899
                                    Attorneys for Plaintiff and the Class


          Any person who fails to object in the manner prescribed above shall be
          deemed to have waived such  objection and shall be forever barred from
          raising such objection or otherwise  contesting the Settlement in this
          or any other action or proceeding. 

RIGHT TO OPT OUT

         Potential Settlement Class Members (other than those who acquire shares
of MPI  Preferred  Stock after the Record Date) shall have 45 days from the date
of this  Settlement  Notice in which to opt out of the Settlement  Class and the
Settlement  (the 45th day shall be  referred  to  herein as the  "Final  Opt-Out
Date") by mailing a letter  prior to the Final  Opt-Out  Date to the Register in
Chancery  and to each  counsel  of record at the  addresses  listed in "RIGHT TO
APPEAR AT SETTLEMENT  HEARING" above, which letter shall set forth (i) the name,
address,  telephone number and social security number or employer identification
number,  as  applicable,  of such  stockholder  (ii) the number of shares of MPI
Preferred  Stock owned by such  stockholder  and, if available,  the certificate
number(s) of the stock  certificate(s)  representing  such shares,  (iii) if the
shares of MPI Preferred Stock owned by such stockholder are not or were not held
of record or registered in such  stockholder's  name on the books and records of
MPI the letter shall  indicate  the name or brokerage  firm and account in which
such shares of MPI Preferred Stock were registered and shall include evidence of
such member's  ownership  thereof,  and (iv) that such stockholder elects to opt
out of the Settlement. Any Potential Settlement Class Member who does not return
an  opt-out  election  on or prior to the Final  Opt-Out  Date shall be deemed a
member of the Settlement  Class and shall be bound by, and subject to, the terms
and conditions of the Stipulation and all court orders  affecting the Settlement
Class.  Any  Potential  Settlement  Class  Member  who  elects to opt out of the
Settlement  and,  prior  to the  effective  date  of the  Settlement,  sells  or
otherwise  transfers  his or her  shares  of MPI  Preferred  Stock  shall not be
entitled to receive the  Settlement  Consideration  and his or her shares of MPI
Preferred  Stock shall not be included in determining the total number of shares
for which opt-out elections have been submitted.  In addition, any MPI Preferred
Stockholder  who  acquires  his or her shares of MPI  Preferred  Stock after the
Record  Date will not be entitled to opt out of the  Settlement,  although  such
stockholder  will be entitled to receive the  Settlement  Consideration  if such
stockholder  holds his or her shares of MPI  Preferred  Stock on the  Settlement
Effective Date.
                                           INFORMATION CONCERNING MPI


         MPI is  subject  to the  informational  reporting  requirements  of the
Securities Exchange Act of 1934, as amended, and in accordance therewith,  files
reports,  proxy  statements  and other  information  with the  Commission.  Such
reports,  proxy  statements  and other  information  filed may be inspected  and
copied at the public reference  facilities  maintained by the Commission at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and may be
available at the following  Regional Offices o the Commission:  Chicago Regional
Office,  Northwestern  Atrium  Center,  500 West  Madison  Street,  Suite  1400,
Chicago,  Illinois 60661;  and New York Regional  Office,  7 World Trade Center,
13th Floor,  New York, New York 10048.  Copies of such materials can be obtained
at  prescribed  rates from the Public  Reference  Section of the  Commission  at
Judiciary Plaza, 450 Fifth Street, N.W., Washington,  D.C. 20549. The Commission
also maintains a Web site at  "http://www.sec.gov"  that contains reports, proxy
and information  statements and other  information  regarding  issuers that file
electronically with the Commission.
         IN       ADDITION TO THE  SCHEDULES  ANNEXED TO THIS  NOTICE,  EACH MPI
                  STOCKHOLDER  IS URGED TO REVIEW THE FOLLOWING  PUBLICLY  FILED
                  DOCUMENTS OF MPI AND DISCUSS THE TERMS OF THE SETTLEMENT  WITH
                  THEIR FINANCIAL AND OTHER ADVISORS:

          1.   Annual  Report of MPI on Form 10-K,  as  amended,  for the fiscal
               year ended December 31, 1997;

          2.   Quarterly Report of MPI on Form 10-Q for the fiscal quarter ended
               March 31, 1998;

          3.   Quarterly Report of MPI on Form 10-Q for the fiscal quarter ended
               June 30, 1998; and

          4.   The  description of the MPI Common Stock and MPI Preferred  Stock
               contained in the Proxy Statement dated September 12, 1995.

          DOCUMENTS  RELATING TO MPI (OTHER THAN EXHIBITS TO SUCH DOCUMENTS) ARE
          AVAILABLE TO EACH MPI PREFERRED STOCKHOLDER AND MPI COMMON STOCKHOLDER
          TO WHOM THIS NOTICE IS  DELIVERED,  UPON  WRITTEN OR ORAL REQUEST FROM
          MPI AT 150 E. PALMETTO  PARK ROAD,  4TH FLOOR,  BOCA RATON,  FL 33432,
          ATTENTION:  KAREN  RENZA  (TELEPHONE  NO.  561-394-9260).  IN ORDER TO
          ENSURE TIMELY DELIVERY OF SUCH  DOCUMENTS,  ANY REQUEST SHOULD BE MADE
          BY _________________, 1998.

                                 ATTORNEYS' FEES


     If the Settlement is approved by the Court at the Settlement  Hearing or at
such later time as the Court may direct, Defendants have agreed not to oppose an
application  by the Plaintiff for  attorneys'  fees and expenses of  Plaintiff's
counsel in connection  with the Settlement in an aggregate  amount not to exceed
$750,000.  MPI will pay such fees and  expenses  in the  amount  awarded  by the
Court,  without  interest,  on the  later  to  occur  of  the of the  Settlement
Effective Date or November 1, 1999.


                        BAR AGAINST FILING OTHER LAWSUITS
                                        
     Pending final  determination of whether the Stipulation should be approved,
the Plaintiff and all members of the Settlement  Class and, as to the derivative
claim, MPI and its  stockholders,  shall not commence or prosecute any action in
any form asserting any claims, either directly,  representatively,  derivatively
or in any other capacity, against the defendants or any other person or entities
which have been or could have been asserted,  or which arise out of or relate in
any way to, the Settled Claims.
                                   
                   SCOPE OF THIS NOTICE AND FURTHER INQUIRIES


          THIS  SETTLEMENT  NOTICE  DOES  NOT  PURPORT  TO  BE  A  COMPREHENSIVE
          DESCRIPTION OF THE CONSOLIDATED ACTION OR THE PLEADINGS,  THE TERMS OF
          THE   SETTLEMENT  OR  THE  SETTLEMENT   HEARING.   For  more  complete
          information concerning the litigation and the proposed Settlement, you
          may inspect  the  pleadings,  the  Stipulation,  and other  papers and
          documents  filed  with  the  Court  in these  actions,  during  normal
          business  hours at the Office of the Register in Chancery of the Court
          of Chancery of the State of Delaware,  Daniel L. Herrmann  Courthouse,
          1020 King street, New Castle County, Wilmington, Delaware.
                                                    

          BY   ORDER OF THE COURT:

                                --------------------------------------
                                Register in Chancery                   1998


Dated ____________________, 1998


                                    
<PAGE>


             EXHIBIT C TO STIPULATION/EXHIBIT 1 TO SETTLEMENT NOTICE



                IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
                          IN AND FOR NEW CASTLE COUNTY


JOHN WINSTON,                            )
                                         )
         Plaintiff,                      )
                                         )
         v.                              )              C.A. Nos. 14807 & 15416
                                         )
LEONARD S. MANDOR ROBERT A.              )
MANDOR, JOAN LEVINE, HARVEY              )
JACOBSON, GREGORY MCMAHON                )
GEOFFREY S. AARONSON,                    )
MILESTONE PROPERTIES, INC. and           )
CONCORD ASSETS GROUP, INC.,              )
                                         )
         Defendants.                     )

                                                   FINAL ORDER AND JUDGMENT


         A hearing  having been held  before this Court on  ___________________,
pursuant to the Court's Order of __________ __, 1998 (the  "Scheduling  Order"),
upon a Stipulation and Agreement of Settlement,  dated  __________ __, 1998 (the
"Stipulation"),   of  the   above-captioned   actions  (the  "Actions"),   which
Stipulation  and  Scheduling  Order are  incorporated  herein by  reference;  it
appearing that due notice of said hearing has been given in accordance  with the
aforesaid  Scheduling  Order;  the respective  parties having  appeared by their
attorneys of record;  the Court having heard and considered  evidence in support
of the proposed  Settlement (as defined in the  Stipulation);  the attorneys for
the respective parties having been heard; an opportunity to be heard having been
given to all other persons  requesting to be heard or desiring to opt out of the
Settlement in accordance with the Scheduling  Order; the Court having determined
that  notice to the  Settlement  Class  certified  in the Actions and to the MPI
Common  Stockholders  as of the Record Date (as each of such terms is defined in
the  Stipulation)  pursuant to the aforesaid  Scheduling  Order was adequate and
sufficient  and the entire matter of the proposed  Settlement  having been heard
and considered by the Court;
         IT  IS  HEREBY   ORDERED,   ADJUDGED  AND  DECREED  this  ____  day  of
____________, 1998, that:

     1. The form and manner of notice  given to the  members  of the  Settlement
Class  and to the MPI  Common  Stockholders  as of the  Record  Date  is  hereby
determined to have been the best practicable  notice under the circumstances and
to have been given in full compliance  with the  requirements of due process and
of Chancery Court Rules 23 and 23.1.
         2.  Certification of a class is appropriate  because (i) the Settlement
Class is so numerous  that joinder of all members is  impracticable,  (ii) there
are questions of law or fact common to the Settlement Class, (iii) the claims of
Settlement  Class  Plaintiff  are typical of the claims of the other  Settlement
Class members, and (iv) the Settlement Class Plaintiff has fairly and adequately
protected the interests of the  Settlement  Class.  The Court further finds that
the Settlement  Class meets the criteria of Chancery Court Rule 23(b)(3) in that
questions  of  law or  fact  common  to the  members  of  the  Settlement  Class
predominate  over any questions  affecting only  individual  members and a class
action  is  superior  to other  available  methods  for the  fair and  efficient
adjudication  of the  controversy.  Settlement  Class  members  objecting to the
Settlement who acquired their shares of MPI Preferred  Stock prior to the Record
Date  had  ample  opportunity  to  object  to the  Settlement  or opt out of the
Settlement  Class.  With respect to  Settlement  Class Members who acquire their
shares of MPI Preferred  Stock  subsequent  to the Record Date,  the criteria of
Chancery Court Rule 23(b)(2) are met because Milestone Properties,  Inc. ("MPI")
has acted with respect to the rights of such  stockholders in a manner generally
consistent  with  Settlement  Class  Members who  acquired  their  shares of MPI
Preferred  Stock prior to the Record Date,  and their claim  relating to the MPI
Preferred  Stock would be for  injunctive  relief or  corresponding  declaratory
relief.
         3. In approving  settlement  of the class and  derivative  claims,  the
Court has considered (a) the probability of the validity of Plaintiff's  claims;
(b) the apparent  difficulty  of enforcing  claims  through the courts;  (c) the
collectability  of  any  judgments;  (d)  the  delay,  expense  and  trouble  of
litigation;  (e) the  consideration  to be received by the  Settlement  Class as
compared with the  potential  recovery for the  Settlement  Class if the Actions
were litigated to a conclusion;  (f) the views of the parties as to the terms of
the  Settlement,  both pro and con;  and (g) the adequacy of  representation  by
counsel for the Plaintiff.

     4. The Settlement is approved as fair, reasonable, adequate and in the best
interests of the Settlement Class, the members thereof, MPI and its stockholders
and shall be  consummated by the parties to the  Stipulation in accordance  with
its terms and subject to its conditions.

        5. The Actions are hereby  dismissed with prejudice  against  Plaintiff
and each member of the  Settlement  Class on the merits,  each party to bear its
own costs,  except as  provided  herein,  and (a) MPI,  the  Plaintiff  and each
Settlement  Class member shall fully,  finally and forever  compromise,  settle,
release  and  dismiss  with  prejudice,  any and all  claims,  rights,  demands,
liabilities,  actions,  causes of action, suits, damages,  losses,  obligations,
matters and issues,  whether  asserted or  unasserted,  contingent  or absolute,
known or unknown, suspected or unsuspected, disclosed or undisclosed, matured or
unmatured,  material or  immaterial,  legal or  equitable,  (i) which have been,
could have been,  or in the future can or might be,  asserted  in the Actions or
otherwise  by the  Plaintiff  or any  member of the  Settlement  Class,  whether
individual or class,  (including,  without limitation,  claims arising under the
federal securities laws), against any of the Defendants in the Actions or any of
their  families,  affiliates,  associates  and  subsidiaries,  and each of their
respective  present  or  former  officers,  directors,   stockholders,   agents,
employees, attorneys, representatives,  financial and other advisors, investment
or commercial bankers,  trustees, general and limited partners and partnerships,
heirs,   executors,   personal   representatives,    estates,    administrators,
predecessors,   successors   and   assigns   (collectively,   the   "Defendants'
Affiliates")  and any  other  person or  entity  acting  for or on behalf of any
Defendant (collectively, the "Released Persons"), and (ii) which arise out of or
relate  in  any  manner  whatsoever,  directly  or  indirectly,  to  any  of the
allegations,  facts, events, transactions,  occurrences,  acts, representations,
statements, misrepresentations or omissions, or any other matter, thing or cause
whatsoever,  or any series thereof,  involved,  embraced, set forth or otherwise
referred or related directly or indirectly to the Transactions, the Actions, the
adjustment  made  to the  conversion  ratio  for  the  MPI  Preferred  Stock  in
connection with the Transactions, or any public filings or other statements that
were issued in connection  with the  Transactions  by any Released Person in the
Actions (the "Class Claims"), and (b) MPI, the Plaintiff,  each Settlement Class
Member,  each MPI Common  Stockholder and each MPI Preferred  Stockholder  shall
fully,  finally  and  forever  compromise,  settle,  release  and  dismiss  with
prejudice, any and all claims, rights, demands, liabilities,  actions, causes of
action,  suits,  damages,  losses,  obligations,  matters  and  issues,  whether
asserted or unasserted,  contingent or absolute,  known or knowable,  matured or
unmatured, material or immaterial, legal or equitable (i) which have been, could
have been, or in the future can or might be, asserted in the Actions (including,
without  limitation,  claims  arising  under  the  federal  securities  laws) or
otherwise by or on behalf of MPI against any of the Defendants in the Actions or
against any Released Person, and (ii) which arise out of or relate in any manner
whatsoever,  directly or indirectly,  to any of the allegations,  facts, events,
transactions, occurrences, acts, representations, statements, misrepresentations
or omissions,  or any other  matter,  thing or cause  whatsoever,  or any series
thereof, involved, embraced, set forth or otherwise referred or related directly
or indirectly  to the  Transactions,  the Actions,  the  adjustment  made to the
conversion   ratio  for  the  MPI  Preferred   Stock  in  connection   with  the
Transactions,  or any public  filings or other  statements  that were  issued in
connection  with the  Transactions  by any  Released  Person in the Actions (the
"Derivative Claims"). The Class Claims and the Derivative Claim will be referred
to collectively  herein as the "Settled Claims".  The term "Settled Claims" does
not include claims arising pursuant to the Stipulation.
     6.  Notwithstanding  any other provision of this Order,  the dismissal with
prejudice  and  releases  provided  for in  paragraph  5 of this order shall not
become  effective as to any Released  Person until the Final Order approving the
Settlement  becomes  final and is no longer  subject to  appeal,  whether by the
passage  of  time,  affirmance  on  appeal  or  otherwise,  and  subject  to the
satisfactory  completion  of  obligations  and  contingencies  contained  in the
Stipulation. 

     7. The  Plaintiff  and all members of the  Settlement  Class and, as to the
derivative claim, MPI and all stockholders of MPI,  directly,  representatively,
derivatively or in any other capacity,  are permanently barred and enjoined from
instigating,  instituting,  commencing,  asserting,  prosecuting,  continuing or
participating  in any way in the maintenance of any of the Settled Claims in any
court or tribunal of this or any other jurisdiction.

     8. The attorneys for the Plaintiff are awarded  attorneys fees and expenses
in the aggregate  amount of $_________ to be paid by MPI in accordance  with the
terms of the Stipulation.

     9. Without  affecting  the finality of this Final Order and Judgment in any
way,  this  Court  reserves  jurisdiction  over  all  matters  relating  to  the
administration and consummation of the settlement.


                                                     ------------------------
                                                     Myron T. Steele
                                                     Vice Chancellor