STATE OF DELAWARE
                               AGREEMENT OF MERGER


         Now  on  this   eighteenth  day  of  June,   1997,  the  CONCORD  GROUP
INTERNATIONAL, INC. and the Maxnet, Inc. both Delaware Corporations, pursuant to
Section  251 of the  General  Corporation  Law of the  State of  Delaware,  have
entered into the following Agreement of Merger;

                                   WITNESSETH:

         WHEREAS,  the  respective  Boards of Directors of the  foregoing  named
corporations  deem it  advisable  that  the  corporations  merge  into a  single
corporation  as  hereinafter   specified;   and  WHEREAS,   said  CONCORD  GROUP
INTERNATIONAL,  INC. filed its Certificate of Incorporation in the office of the
Secretary  of State of the State of Delaware on October 26,  1982;  and WHEREAS,
said Maxnet,  Inc. filed its Certificate of  Incorporation  in the office of the
Secretary of State of the State of Delaware on October 20, 1994.

         NOW,  THEREFORE,  the corporations,  parties to this Agreement,  by and
between their  respective  Boards of Directors,  in  consideration of the mutual
covenants,  agreements and provisions hereinafter contained, do hereby prescribe
the terms and  conditions of said merger and of carrying the same into effect as
follows:


         FIRST: The CONCORD GROUP INTERNATIONAL,  INC. hereby merges into itself
and  said  Maxnet,  Inc.  shall be and  hereby  is  merged  into  CONCORD  GROUP
INTERNATIONAL, INC. which shall be the surviving corporation.

         SECOND:   The   Certificate   of   Incorporation   of   CONCORD   GROUP
INTERNATIONAL,  INC. as in effect on the date of the merger provided for in this
Agreement,  shall  continue  in full  force  and  effect as the  Certificate  of
Incorporation of the corporation surviving this merger.

         THIRD:  The manner of converting the outstanding  shares of each of the
constituent  corporations  shall be as follows:  Each holder of common shares of
CONCORD GROUP INTERNATIONAL, INC. shall own one common share of the newly merged
company for every one common  share he  currently  holds.  Each holder of common
shares in Maxnet,  Inc. shall surrender those shares to the company and shall be
issued two common  shares of CONCORD  GROUP  INTERNATIONAL,  INC.  for every one
common share he  surrenders of Maxnet,  Inc. Each holder of preferred  shares in
Maxnet, Inc. shall surrender those shares to the company and shall be issued one
preferred  share of CONCORD  GROUP  INTERNATIONAL,  INC. for every one preferred
share he surrenders of Maxnet, Inc.

         FOURTH:  This  merger  shall  become  effective  upon  filing  with the
Secretary of State of Delaware.

         FIFTH: The Certificate of Incorporation of CONCORD GROUP INTERNATIONAL,
INC.  shall  be  amended  so that  Article  One  shall  read:  "The  name of the
corporation shall be Maxnet, Inc."

<PAGE>

         IN  WITNESS  WHEREOF,  the  parties  to  this  Agreement,  pursuant  to
authority duly given by their respective Boards of Directors,  have caused these
presents to be executed by an authorized officer of each party hereto.



CONCORD GROUP INTERNATIONAL, INC.


BY:
     ---------------------------------------------------------
       Mr. Henry Val, President



MAXNET, INC.


BY:
     ---------------------------------------------------------
       Steve Fishman, President

<PAGE>

                  I, Henry Val, Secretary of CONCORD GROUP INTERNATIONAL, INC. a
corporation  organized  and  exiting  under the laws of the  State of  Delaware,
hereby certify, as such Secretary of the said corporation, that the Agreement of
Merger to which this  certificate  is  attached,  after  having  been first duly
signed on behalf of said  corporation by an authorized  officer of CONCORD GROUP
INTERNATIONAL,  INC., a corporation of the State of Delaware, was duly submitted
to the  stockholders of said of CONCORD GROUP  INTERNATIONAL,  INC. at a special
meeting of said  stockholders  called and held  separately  from the  meeting of
stockholders of any other corporation,  upon waiver of notice, signed by all the
stockholders,  for the  purpose  of  considering  and  taking  action  upon said
Agreement of Merger,  that 180,000 shares of stock of said  corporation  were on
said date issued and  outstanding and that the holder of 120,000 shares voted by
ballot in favor of said  Agreement  of Merger and the holders of no shares voted
by ballot  against  same,  the said  affirmative  vote  representing  at least a
majority of the total number of shares of the outstanding  capital stock of said
corporation,  and that thereby the  Agreement of Merger was at said meeting duly
adopted as the act of the  stockholders of said of CONCORD GROUP  INTERNATIONAL,
INC. and the duly adopted agreement of said corporation.

         WITNESS my hand on behalf of said of CONCORD GROUP INTERNATIONAL,  INC.
on this eighteenth day of June, 1997.


________________________
Henry Val, Secretary

<PAGE>

                  I, Ary  Gasparian,  Secretary  of Maxnet,  Inc. a  corporation
organized and exiting under the laws of the State of Delaware,  hereby  certify,
as such Secretary of the said corporation, that the Agreement of Merger to which
this  certificate is attached,  after having been first duly signed on behalf of
said corporation by an authorized officer of Maxnet,  Inc., a corporation of the
State of Delaware,  was duly  submitted to the  stockholders  of said of Maxnet,
Inc. at a special meeting of said  stockholders  called and held separately from
the meeting of  stockholders  of any other  corporation,  upon waiver of notice,
signed by all the stockholders, for the purpose of considering and taking action
upon  said  Agreement  of  Merger,  that  5,000,000  shares  of  stock  of  said
corporation  were on said date  issued  and  outstanding  and that the holder of
5,000,000  shares  voted by ballot in favor of said  Agreement of Merger and the
holders of no shares voted by ballot  against same,  the said  affirmative  vote
representing  at  least  a  majority  of  the  total  number  of  shares  of the
outstanding capital stock of said corporation, and that thereby the Agreement of
Merger was at said meeting duly adopted as the act of the  stockholders  of said
of MAXNET INC. and the duly adopted agreement of said corporation.

         WITNESS my hand on behalf of said of MAXNET,  INC.  on this  eighteenth
day of June, 1997.


__________________________
Ary Gasparian, Secretary