AGREEMENT AND PLAN OF MERGER





                           Dated as of APRIL 2, 2001

                                      among

                           CONCORD ASSETS GROUP, INC.,

                                MST MERGER CORP.,

                                       AND

                           MILESTONE PROPERTIES, INC.


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                                TABLE OF CONTENTS


ARTICLE I THE MERGER..........................................................2
       1.1      The Merger....................................................2
       1.2      Closing.......................................................2
       1.3      Effective Time of the Merger..................................2
       1.4      Effects of the Merger.........................................3
       1.5      Certificate of Incorporation; By-Laws.........................3
       1.6      Directors; Officers...........................................3

ARTICLE II  CANCELLATION  OF THE CAPITAL  STOCK OF THE COMPANY AND PAYMENT  WITH
RESPECT THERETO...............................................................3
        2.1      Effect on Capital Stock.......................................3
       2.2      Delivery of Merger Consideration...............................4
                (a) Payment Agent..............................................4
                (b) Payment Procedures.........................................4
                (c) No Further Ownership Rights in the Shares..................5
                (d) Termination of Payment Fund................................5
                (e) No Liability...............................................5
                (f) Investment of Payment Fund.................................5
                (g) Withholding Rights.........................................6
                (h) Associated Company Rights..................................6
       2.3      Stock Options with Respect to Company Common Stock.............6

ARTICLE III REPRESENTATIONS AND WARRANTIES.....................................7
       3.1      Representations and Warranties of the Company..................7
                (a) Organization, Standing and Power...........................7
                (b) Subsidiaries...............................................7
                (c) Capital Structure..........................................8
                (d) Authority..................................................9
                (e) SEC Documents.............................................10
                (f) Information Supplied......................................11
                (g) Absence of Certain Changes or Events......................11
                (h) Litigation................................................11
          (i)  Section    203   of   the   DGCL   and   the    Certificate    of
               Incorporation..................................................11
                (j) Opinion of Financial Advisor.............................12
                (k) Company Rights Agreement.................................12
       3.2      Representations and Warranties of Concord and Merger Sub.....12
                (a) Organization, Standing and Power.........................12
                (b) Authority................................................12
                (c) Information Supplied.....................................13
                (d) Interim Operations of Merger Sub.........................13
                (e) Proceeds.................................................13

ARTICLE IV COVENANTS RELATING TO CONDUCT OF BUSINESS.........................14
       4.1      Covenants of Company.........................................14

                                        i

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                (a) Ordinary Course..........................................14
                (b) Dividends; Changes in Stock..............................14
                (c) Issuance of Securities...................................14
                (d) Governing Documents......................................14
                (e) No Acquisitions..........................................15
                (f) No Dispositions..........................................15
                (g) Indebtedness.............................................15
                (h) Other Actions............................................15
                (i) Advice of Changes; Government Filings....................15
                (j) Accounting Methods.......................................16
                (k) Benefit Plans............................................16
                (l) Tax Elections............................................16
                (m) Notice to Holders of Preferred Stock.....................16
       4.2      Covenants of Concord and Merger Sub..........................16
                (a) Other Actions............................................17
                (b) Government Filings.......................................17
       4.3      Competing Transactions.......................................17

ARTICLE V ADDITIONAL AGREEMENTS...............................................18
       5.1      Preparation of the Proxy Statement and Schedule 13E-3.........18
       5.2      Stockholders' Meeting.........................................19
       5.3      Legal Conditions to Merger....................................19
       5.4      Brokers or Finders............................................19
       5.5      Indemnification; Directors' and Officers' Insurance...........20
       5.6      Shareholder Lists.............................................20
       5.7      Shareholder Litigation........................................20
       5.8      Communication to Employees....................................20

ARTICLE VI CONDITIONS PRECEDENT...............................................21
       6.1      Conditions to Each Party's Obligation To Effect the Merger....21
                (a) Stockholder Approval......................................21
                (b) Other Approvals...........................................21
                (c) No Injunctions or Restraints; Illegality..................21
       6.2      Conditions to Obligations of Concord and Merger Sub...........21
                (a) Representations and Warranties............................21
                (b) Performance of Obligations of Company.....................21
                (c) Appraisal Rights..........................................22
                (d) Consents Under Agreements.................................22
                (e) Burdensome Condition......................................22
                (f) Material Adverse Effect...................................22
                (g) Proceedings...............................................22
                (h) No Action.................................................22
       6.3      Conditions to Obligations of Company..........................22
                (a) Representations and Warranties............................22
                (b) Performance of Obligations of Concord and Merger Sub......23

                                ii
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ARTICLE VII TERMINATION AND AMENDMENT.........................................23
       7.1      Termination...................................................23
       7.2      Effect of Termination.........................................24
       7.3      Fees, Expenses and Other Payments.............................24
       7.4      Amendment.....................................................25
       7.5      Extension; Waiver.............................................26

ARTICLE VIII GENERAL PROVISIONS...............................................26
       8.1      Nonsurvival of Representations, Warranties and Agreements.....26
       8.2      Notices.......................................................26
       8.3      Certain Definitions...........................................27
       8.4      Interpretation................................................28
       8.5      Counterparts..................................................28
       8.6  Entire Agreement;  No Third Party  Beneficiaries;  Rights of
                    Ownership.................................................28
       8.7      Governing Law; Consent to Jurisdiction........................28
       8.8      Severability; No Remedy in Certain Circumstances..............29
       8.9      Publicity.....................................................29
       8.10     Assignment....................................................29
       8.11     Adjustment....................................................29

EXHIBIT A                  Certificate of Incorporation of Merger Sub.........31
EXHIBIT B                  By-Laws of Merger Sub..............................34

                                iii

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                             INDEX of defined terms
Acquisition...................................................................1
Acquisition Group.............................................................1
Affiliate....................................................................27
Agreement.....................................................................1
Balance Sheet................................................................10
Beneficial Ownership.........................................................27
Beneficially Own.............................................................27
Board.........................................................................1
Certificate of Merger.........................................................2
Certificates..................................................................4
Closing.......................................................................2
Closing Date..................................................................2
Code..........................................................................6
Company.......................................................................1
Company Common Stock..........................................................1
Company Disclosure Letter.....................................................7
Company Preferred Stock.......................................................8
Company Rights................................................................8
Company SEC Documents........................................................10
Company Stock Options.........................................................6
Company Stock Plans...........................................................6
Competing Transaction........................................................17
Concord.......................................................................1
Concord Disclosure Letter....................................................13
Consents.....................................................................21
DGCL..........................................................................1
Dissenting Shares.............................................................4
Dissenting Stockholder........................................................4
Effective Time................................................................3
Expenses.....................................................................25
Fairness Opinion..............................................................9
GAAP.........................................................................10
Governmental Entity..........................................................10
Group........................................................................27
HSR Filings..................................................................10
Independent Advisor...........................................................1
Independent Committee.........................................................1
Litigation...................................................................11
Material......................................................................7
Material Adverse Effect.......................................................7
Merger........................................................................1
Merger Consideration..........................................................3
Merger Sub....................................................................1
Merger Sub Common Stock.......................................................4
Option Consideration..........................................................6
Payment Agent.................................................................4

                                        iv
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Payment Fund..................................................................4
Person.......................................................................27
Preferred Stock...............................................................1
Requisite Regulatory Approvals...............................................21
Rights Agreement..............................................................8
Schedule 13E-3...............................................................18
SEC..........................................................................10
Securities Act...............................................................10
Series A Preferred Stock......................................................8
Shares........................................................................1
Stockholders' Meeting.........................................................9
Subsidiary...................................................................28
Superior Proposal............................................................17
Surviving Corporation.........................................................2
Violation.....................................................................9
Voting Debt...................................................................8
Year-End Financial Statements................................................10


                                        v

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     AGREEMENT  AND PLAN OF  MERGER  (this  "Agreement"),  dated as of April 2,
2001, among Concord Assets Group, Inc., a New York corporation ("Concord"),  MST
Merger Corp., a Delaware  corporation  and a wholly-owned  Subsidiary of Concord
("Merger Sub"),  and Milestone  Properties,  Inc., a Delaware  corporation  (the
"Company").


                                    RECITALS

         1        Concord  together with its  affiliates,  including  Leonard S.
         Mandor and Robert A.  Mandor,  are the  beneficial  owners of 2,950,689
         shares of Common Stock,  par value $.01 per share,  of the Company (the
         "Company Common Stock"),  which represents  approximately  68.8% of the
         outstanding  shares of Company Common Stock (not including  outstanding
         shares held by the Company in its treasury or by its  Subsidiaries) and
         4,348  shares of $.78  Convertible  Series A  Preferred  Stock,  of the
         Company (the "Preferred Stock"),  which represents  approximately 26.4%
         of the outstanding shares of Preferred Stock.

         2        Concord has proposed that Concord acquire (the  "Acquisition")
         (i) all of the issued and  outstanding  shares of Company  Common Stock
         not  beneficially  owned  (within  the  meaning  of Rule  13d-3  of the
         Exchange Act (as defined  below)) by Concord,  Merger Sub, or any other
         Affiliate  (as  hereinafter  defined)  of  Concord  (collectively,  the
         "Acquisition  Group") and (ii) all of the issued and outstanding shares
         of Preferred Stock (such outstanding shares of Company Common Stock not
         owned by the  Acquisition  Group,  together  with all of the  shares of
         Preferred Stock are referred to herein as the "Shares").

         3        In furtherance of the Acquisition,  it is proposed that Merger
         Sub  shall  be  merged  with and into  the  Company,  with the  Company
         continuing as the surviving  corporation (the "Merger"),  in accordance
         with the General  Corporation Law of the State of Delaware (the "DGCL")
         and upon the terms and subject to the conditions set forth herein.

         4        A special  committee  of the Board of Directors of the Company
         (the "Board"),  consisting entirely of non-management  directors of the
         Company who are not Affiliates  (as defined  below) of the  Acquisition
         Group (the "Independent  Committee"),  was established for, among other
         purposes,  the  purpose  of  evaluating  the  Acquisition  and making a
         recommendation to the Board with regard to the Acquisition.

         5        The Independent  Committee has received the opinion of Brooks,
         Houghton Securities,  Inc., (the "Independent  Advisor") an independent
         financial advisor to the Independent  Committee,  which was selected by
         it, that, as of March 30, 2001,  the  consideration  to be received by
         the holders of Shares  pursuant  to the Merger is fair to such  holders
         from a financial point of view.

         6        The Independent  Committee,  has, after  consultation with the
         Independent  Advisor  and  independent  legal  counsel  selected by the
         Independent  Committee,  and in light of and  subject  to the terms and
         conditions  set  forth  herein,  (i)  determined  that  (x) the  Merger
         Consideration  (as defined below), is fair to the holders of Shares and
         (y) the Merger is  advisable  and in the best  interests of the Company
         and the holders of Shares; (ii) approved, and declared the advisability
         of, this Agreement and (iii) determined to recommend that the Board and
         the stockholders of the Company vote to adopt this Agreement.

                                        1
<PAGE>
          7    The Board, based on the unanimous  recommendation and approval of
          the Independent  Committee,  has, in light of and subject to the terms
          and  conditions set forth herein,  (i) determined  that (x) the Merger
          Consideration (as defined below), is fair to the holders of Shares and
          (y) the Merger is advisable  and in the best  interests of the Company
          and  the  holders  of  Shares;   (ii)   approved,   and  declared  the
          advisability of, this Agreement and (iii) determined to recommend that
          the  stockholders  of the Company  vote to adopt this  Agreement.  The
          Board also has  consulted  with  Adorno & Zeder,  as  counsel  for the
          Company.

           8   The respective boards of directors of Concord and Merger Sub have
          approved this Agreement; and Concord as the sole stockholder of Merger
          Sub, has adopted this Agreement.

          9      The  Company,  Concord  and Merger Sub desire to make  certain
         representations,  warranties,  covenants  and  agreements in connection
         with the merger and also to prescribe various conditions to the Merger.

         now,  therefore,  in  consideration  of the  premises and of the mutual
covenants,  representations,  warranties and agreements  contained  herein,  the
parties hereto agree as follows:


                                ARTICLE I
                                  THE MERGER

1.1      The Merger.  Upon the terms and subject to the  conditions set forth in
this Agreement, and in accordance with the DGCL, Merger Sub shall be merged with
and into the Company at the Effective  Time. At the Effective Time, the separate
existence  of Merger Sub shall  cease,  and the  Company  shall  continue as the
surviving corporation (the "Surviving Corporation") and shall continue under the
name "Milestone Properties, Inc."

1.2               Closing.  Unless  this  Agreement  shall have been  terminated
pursuant  to  Section  7.1 and  subject  to the  satisfaction  or  waiver of the
conditions  set forth in Article VI, the  closing of the Merger (the  "Closing")
will take place as promptly as practicable (and in any event within two business
days) following satisfaction or waiver of the conditions set forth in Article VI
(the  "Closing  Date"),  at 10:00  a.m.,  New York City time,  at the offices of
Rosenman & Colin LLP,  575 Madison  Avenue,  New York,  New York  10022,  unless
another date, time or place is agreed to in writing by the parties hereto.

1.3               Effective Time of the Merger. As soon as practicable following
the  satisfaction  or waiver of the  conditions  set forth in  Article  VI,  the
Surviving  Corporation  shall file a  certificate  of merger  conforming  to the
requirements of Subchapter IX of the DGCL (the "Certificate of Merger") with the
Secretary  of State of the  State of  Delaware  and make all  other  filings  or
recordings  required by the DGCL in connection with the Merger. The Merger shall
become  effective at such time as the  Certificate  of Merger is duly filed with
the Secretary of State of the State of Delaware,  or such other time  thereafter
as is provided in the  Certificate  of Merger in  accordance  with the DGCL (the
"Effective Time").
                                        2
<PAGE>

 1.4              Effects of the Merger.  The Merger  shall have the effects set
forth in this Agreement and in the applicable provisions of the DGCL.

1.5               Certificate of Incorporation;  By-Laws. (a) The certificate of
incorporation of Merger Sub which is attached as Exhibit A hereto,  as in effect
immediately   prior  to  the  Effective  Time,   shall  be  the  certificate  of
incorporation of the Surviving  Corporation until thereafter  changed or amended
as  provided  therein  or by  applicable  law;  provided  that  Article I of the
certificate of  incorporation of the Surviving  Corporation  shall be amended by
the  Certificate of Merger to read as follows:  "The name of the corporation is:
Milestone Properties, Inc."

     (b) The by-laws of Merger Sub which are  attached as Exhibit B hereto shall
be the by-laws of the Surviving  Corporation until thereafter changed or amended
as provided therein or by applicable law.

1.6  Directors;  Officers. (a) The directors of Merger Sub at the Effective Time
shall be the directors of the Surviving Corporation,  until the earlier of their
resignation or removal or until their respective successors are duly elected and
qualified, as the case may be.

                  (b) ...The  officers of Merger Sub at the Effective Time shall
be the  officers  of the  Surviving  Corporation,  until  the  earlier  of their
resignation or removal or until their respective successors are duly elected and
qualified, as the case may be.

                                ARTICLE II

                    CANCELLATION OF THE CAPITAL STOCK OF THE
                    COMPANY AND PAYMENT WITH RESPECT THERETO

2.1  Effect on Capital  Stock.  At the Effective  Time, by virtue of the Merger,
and without any action on the part of the holder thereof:

   (a)            subject to Section  2.1(e),  each Share issued and outstanding
immediately  prior to the Effective Time,  together with the associated  Company
Rights (as hereinafter defined), shall be converted into the right to receive an
amount in cash, without interest, equal to $2.65 (the "Merger Consideration") in
the manner  provided  in Section 2.2  hereof;  except that with  respect to each
Share  of  Preferred  Stock  issued  and  outstanding  immediately  prior to the
Effective Time the Merger  Consideration  shall be equal to $2.65  multiplied by
the number of shares of Company  Common Stock into which such Share of Preferred
Stock may be converted;

(b)  each  share of  Company  Common  Stock  issued  and  held in the  Company's
treasury  or held by any  Subsidiary  of the  Company  immediately  prior to the
Effective Time, together with the associated Company Rights, shall, by virtue of
the Merger,  cease to be outstanding  and shall be cancelled and retired without
payment of any consideration therefor;

                                        3
<PAGE>

(c) each share of  Company  Common  Stock held by any member of the  Acquisition
Group immediately prior to the Effective Time shall remain outstanding;

     (d) each share of common  stock,  par value  $.01 per share,  of Merger Sub
("Merger Sub Common  Stock")  issued and  outstanding  immediately  prior to the
Effective   Time  shall  be  converted  into  and  become  one  fully  paid  and
nonassessable share of common stock of the Surviving Corporation; and

(e)  notwithstanding  anything in this Agreement to the contrary,  to the extent
provided by the DGCL, Concord will not make any payment of Merger  Consideration
with respect to Company  Common  Stock or Preferred  Stock held by any person (a
"Dissenting  Stockholder")  who elects to demand  appraisal  of such  Dissenting
Stockholder's shares and duly and timely complies with all the provisions of the
DGCL  concerning the right of holders of Company Common Stock or Preferred Stock
to require appraisal of their shares ("Dissenting  Shares"), but such Dissenting
Stockholders  shall  have the  right to  receive  such  consideration  as may be
determined to be due such  Dissenting  Stockholders  pursuant to the laws of the
State of Delaware.  If,  after the  Effective  Time,  a  Dissenting  Stockholder
withdraws such Dissenting Stockholder's demand for appraisal or fails to perfect
or otherwise loses such Dissenting Stockholder's right of appraisal, in any case
pursuant to the DGCL, such Dissenting  Stockholder's shares will be deemed to be
converted  as of the  Effective  Time  into the  right  to  receive  the  Merger
Consideration  pursuant to Section  2.1(a).  The Company  will give  Concord (i)
prompt notice of any demands for appraisal of Dissenting  Shares received by the
Company and (ii) the  opportunity to participate in and direct all  negotiations
and proceedings with respect to any such demands.  The Company will not, without
the prior written consent of Concord, make any payment with respect to, or enter
into any negotiations or discussions or a binding  settlement  agreement or make
an offer, written or oral, to settle, any such demands.

                2.2        Delivery of Merger Consideration.

(a)  Payment Agent.  As of the Effective Time,  Concord shall deposit,  or shall
cause to be deposited,  with a bank or trust  company  designated by Concord and
satisfactory to the Independent Committee (the "Payment Agent"), for the benefit
of the holders of Shares, for payment in accordance with this Article II through
the Payment Agent, the Merger  Consideration to be paid in respect of all Shares
(such funds deposited with the Payment Agent, the "Payment Fund").

(b)               Payment  Procedures.  As soon as reasonably  practicable after
the Effective  Time,  the Payment Agent shall mail to each holder of record of a
certificate  or  certificates  which  immediately  prior to the  Effective  Time
represented Shares (the "Certificates"),  the following documents:  (i) a letter
of transmittal (which shall specify that delivery shall be effected, and risk of
loss and  title to the  Certificates  shall  pass,  only  upon  delivery  of the
Certificates  to the Payment Agent and shall be in such form and have such other
provisions as Concord may reasonably specify);  and (ii) instructions for use in
effecting the surrender of the Certificates in exchange for payment with respect
thereto.  Upon surrender of a Certificate for  cancellation to the Payment Agent
together  with such letter of  transmittal,  duly  executed,  the holder of such
Certificate  shall be  entitled  to  receive  in  exchange  therefor  the Merger
Consideration payable with respect to the Shares represented by such Certificate
pursuant  to  the  provisions  of  this  Article  II,  and  the  Certificate  so
surrendered shall forthwith be cancelled. In the event that a holder has lost or
misplaced  a  Certificate,  an  affidavit  of  loss  thereof  (together  with an
appropriate indemnity and/or bond if Concord so requires by notice in writing to
the  holder  of such  Certificate)  satisfactory  in form and  substance  to the
Company's  transfer  agent and the Payment Agent shall  accompany such letter of
transmittal in lieu of the applicable Certificate. In the event of a transfer of
ownership  of Shares  which is not  registered  in the  transfer  records of the
Company,  payment  of the  applicable  Merger  Consideration  may be  made  to a
transferee  if the  Certificate  representing  such Shares is  presented  to the
Payment Agent, accompanied by all documents required to evidence and effect such
transfer and by evidence  that any  applicable  stock  transfer  taxes have been
paid.  Until  surrendered as contemplated by this Section 2.2, each  Certificate
shall be deemed at any time after the Effective Time to represent only the right
to receive upon such surrender the Merger  Consideration with respect thereto as
contemplated  by this  Section  2.2. No interest  shall accrue or be paid to any
beneficial  owner of Shares or any holder of any Certificate with respect to the
Merger Consideration payable upon the surrender of any Certificate.

                                4
<PAGE>

(c)               No  Further  Ownership  Rights  in  the  Shares.   The  Merger
Consideration paid with respect to the cancellation of Shares in accordance with
the terms hereof shall be deemed to have been paid in full  satisfaction  of all
rights  pertaining to such Shares and there shall be no further  registration of
transfers on the stock transfer books of the Surviving Corporation of the Shares
which were  outstanding  immediately  prior to the Effective Time. If, after the
Effective Time,  Certificates are presented to the Surviving Corporation for any
reason,  they shall be cancelled  and  exchanged as provided in this Article II,
subject to applicable law in the case of Dissenting Shares.

(d)               Termination  of Payment Fund.  Any portion of the Payment Fund
which remains  undistributed  to the stockholders of the Company for nine months
after the Effective Time shall be delivered to the Surviving  Corporation,  upon
demand,  and any  stockholders of the Company who have not theretofore  complied
with this Article II shall thereafter look only to the Surviving Corporation for
payment of their claim for the Merger  Consideration.  Upon  termination  of the
Payment  Fund  pursuant to Section  2.2(d) and upon  delivery  to the  Surviving
Corporation of the balance  thereof,  the Surviving  Corporation  shall have the
right to invest any such amount delivered to it in its sole discretion.

 (e)              No  Liability.   If  any  Certificates  shall  not  have  been
surrendered  prior to five (5) years after the  Effective  Time (or  immediately
prior to such earlier date on which the Merger  Consideration in respect of such
certificate   would  otherwise   escheat  to  or  become  the  property  of  any
Governmental Entity (as hereinafter defined), any cash or other property payable
in respect of such Certificate shall, to the extent permitted by applicable law,
become the property of the Surviving  Corporation,  free and clear of all claims
or interest  of any person  previously  entitled  thereto.  Notwithstanding  the
foregoing, none of the Surviving Corporation, Concord or the Payment Agent shall
be liable to any holder of a Certificate or the shares  represented  thereby for
any Merger Consideration  delivered in respect of such Certificate or the shares
represented  thereby to a public  official  pursuant to any abandoned  property,
escheat or other similar law.

 (f)              Investment of Payment Fund. The Payment Agent shall invest any
cash included in the Payment Fund as directed by the Surviving  Corporation,  in
(i) obligations of or guaranteed by the United States,  and (ii) certificates of
deposit,  bank  repurchase  agreements  and bankers'  acceptances of any bank or
trust company  organized  under federal law or under the law of any state of the
United  States or of the  District of  Columbia  that has  capital,  surplus and
undivided  profits of at least $500  million or in money  market funds which are
invested substantially in such investments,  none of which shall have maturities
of greater  than one year.  Any  interest or other  income  resulting  from such
investments  shall  be  paid  to  the  Surviving   Corporation.   The  Surviving
Corporation  shall  replace any net losses  incurred  by the  Payment  Fund as a
result of investments made pursuant to this Section 2.2(f).

                                        5
<PAGE>

(g)           Withholding  Rights.  Concord or the  Payment  Agent  shall be
entitled  to  deduct  and  withhold  from the  consideration  otherwise  payable
pursuant to this Agreement to any holder of Certificates  or Shares  represented
thereby  such  amounts (if any) as Concord or the  Payment  Agent is required to
deduct  and  withhold  with  respect  to the  making of such  payment  under the
Internal  Revenue Code of 1986,  as amended (the  "Code"),  or any  provision of
state,  local or foreign tax law. To the extent that  amounts are so withheld by
Concord or the Payment  Agent,  such  withheld  amounts shall be treated for all
purposes  of this  Agreement  as having been paid to the holder of the Shares in
respect  of which  such  deduction  and  withholding  was made by Concord or the
Payment Agent.

(h)               Associated  Company  Rights.  References in Article II of this
Agreement to Shares or to Company Common Stock shall include, unless the context
requires otherwise, the associated Company Rights.

 2.3              Stock Options with Respect to Company  Common  Stock.  (a) The
Company shall take all actions necessary pursuant to the terms and provisions of
any outstanding  options to acquire shares of Company Common Stock, to cause the
following: (i) all outstanding options to acquire shares of Company Common Stock
granted  under  the 1993  Employee  Stock  Option  Plan,  the 1993  Non-Employee
Director  Stock Option Plan,  and the  Non-Employee  1999 Stock  Incentive  Plan
(collectively  the "Company  Stock  Plans") or  otherwise  (the  "Company  Stock
Options") shall be exercisable in full immediately  prior to the Effective Time,
and (ii) all Company Stock Options that are not exercised prior to the Effective
Time will terminate and expire as of the Effective  Time. The Company shall give
written  notice to the holders of all Company  Stock  Options of the  foregoing,
which written  notice shall include an offer to pay such holder at the Effective
Time, in exchange for the cancellation of such holder's Company Stock Options at
the Effective  Time, an amount in cash determined by multiplying (A) the excess,
if any, of the Merger Consideration over the applicable exercise price per share
of the Company  Stock  Option by (B) the number of Shares such holder could have
purchased  had  such  holder   exercised  such  Company  Stock  Option  in  full
immediately   prior  to  the   Effective   Time  (such   amount,   the   "Option
Consideration"),  and  each  such  Company  Stock  Option  shall  thereafter  be
canceled.  All actions required to be taken pursuant to this Section 2.3(a) with
respect to Company Stock  Options has been, or prior to the Effective  Time will
be, taken by the Company.  Notwithstanding the foregoing no Option Consideration
shall be paid with respect to Company Stock Options beneficially owned by Robert
A. Mandor or Leonard S. Mandor.

                  (b)......Promptly  after the  Effective  Time,  the  Surviving
Corporation  shall cause to be mailed to each holder of Company  Stock Options a
check  payable to such  holder in an amount  equal to the  Option  Consideration
payable with respect to all Company Stock Options held by such holder.

                                        6
<PAGE>

                             ARTICLE III
                     REPRESENTATIONS AND WARRANTIES

 3.1     Representations  and Warranties of the Company.  The Company represents
and warrants to Concord and Merger Sub that, except as specifically disclosed in
the  letter  dated the date  hereof  and  delivered  by the  Company  to Concord
simultaneously  with the execution and delivery of this  Agreement (the "Company
Disclosure Letter"):

 (a)              Organization,  Standing and Power. Each of the Company and its
Subsidiaries  is a  corporation  duly  organized,  validly  existing and in good
standing  under  the  laws of the  jurisdiction  of its  incorporation,  has all
requisite power and authority and all necessary  governmental  approvals to own,
lease and operate its properties and assets and to conduct its business as it is
now being conducted and is duly qualified and in good standing to do business in
each  jurisdiction  in which the  nature of its  business  or the  ownership  or
leasing of its properties and assets makes such qualification  necessary,  other
than  in  such  jurisdictions  where  the  failure  so  to  qualify  would  not,
individually or in the aggregate, have a Material Adverse Effect on the Company.
As used in this  Agreement,  (i) any  reference  to any event,  change or effect
being  "material"  with respect to any entity  means an event,  change or effect
which is  material  in  relation  to the  condition  (financial  or  otherwise),
properties, assets, liabilities, businesses or operations of such entity and its
Subsidiaries  taken as a whole,  and (ii)  the term  "Material  Adverse  Effect"
means, with respect to the Company or Concord, any change, event or effect shall
have  occurred  or been  threatened  that,  when taken  together  with all other
adverse  changes,  events or effects that have occurred or been threatened would
or would  reasonably be expected to (a) be  materially  adverse to the business,
assets, properties,  results of operations or condition (financial or otherwise)
of such  party  and  its  Subsidiaries  taken  as a  whole,  or (b)  prevent  or
materially  delay the  consummation,  or increase  the cost to Concord or Merger
Sub, of the Merger.  The Company has made available to Concord true and complete
copies of its  certificate of  incorporation  and by-laws and the certificate of
incorporation  and  by-laws (or  equivalent  organizational  documents)  of each
Subsidiary  of the  Company,  each as  amended  to date.  Such  certificates  of
incorporation,  by-laws or equivalent organizational documents are in full force
and effect,  and neither  the  Company nor any  Subsidiary  of the Company is in
violation  of any  provision of its  certificate  of  incorporation,  by-laws or
equivalent organizational documents.

 (b)              Subsidiaries. The Company owns, directly or indirectly, all of
the  outstanding  capital  stock  or  other  equity  interests  in  each  of its
Subsidiaries free and clear of any claim, lien,  encumbrance,  security interest
or agreement with respect thereto.  The Company  Disclosure  Letter sets forth a
complete  list of the  Company's  Subsidiaries.  Other than the capital stock or
other  interests held by the Company in such  Subsidiaries,  neither the Company
nor any such  Subsidiary  owns any direct or  indirect  equity  interest  in any
person,  domestic or foreign.  All of the outstanding shares of capital stock in
each of its corporate  Subsidiaries are duly authorized,  validly issued,  fully
paid  and  nonassessable  and  were  issued  free of  preemptive  rights  and in
compliance  with  applicable  securities  laws  and  regulations.   All  of  the
outstanding  partnership  interests in each of its partnership  Subsidiaries are
validly  existing,  nonassessable  and were issued in compliance with applicable
securities laws and  regulations,  and all capital  contributions  required with
respect  to such  partnership  interests  have been  made in full.  There are no
irrevocable proxies or similar obligations with respect to such capital stock or
partnership  interests of such  Subsidiaries  and no equity  securities or other
interests of any of its  Subsidiaries are or may become required to be issued or
purchased by reason of any  options,  warrants,  rights to  subscribe  to, puts,
calls or commitments of any character  whatsoever  relating to, or securities or
rights  convertible into or exchangeable for, shares of any capital stock or any
other  equity  interest  of any such  Subsidiary,  and there are no  agreements,
contracts,  commitments,  understandings  or  arrangements  by  which  any  such
Subsidiary  is bound to issue  additional  shares of its capital  stock or other
equity  interests,  or  options,  warrants  or rights to purchase or acquire any
additional  shares of its capital stock or other equity  interests or securities
convertible into or exchangeable for such shares or other equity interests.

                                        7
<PAGE>

(c)               Capital  Structure.  (i) The  authorized  capital stock of the
Company  consists of  10,000,000  shares of Company  Common Stock and  1,000,000
shares  of  Preferred  Stock of the  Company,  par value  $1.00  per share  (the
"Company Preferred Stock"), which shares have been designated Series A Preferred
Stock (the "Series A Preferred Stock") and Series B Preferred Stock (the "Series
B  Preferred  Stock").  At the close of  business  on  February  26,  2001,  (A)
4,943,633 shares of Company Common Stock were outstanding,  (B) 18,047 shares of
Company Common Stock were reserved for issuance upon the exercise of outstanding
Preferred Stock,  (C) 26,000 Company Stock Options were outstanding  pursuant to
the Company  Stock  Plans,  each such  option  entitling  the holder  thereof to
purchase one share of Company Common Stock,  (D) 26,000 shares of Company Common
Stock are  authorized and reserved for issuance upon the exercise of outstanding
Company Stock  Options,  (E) 655,091 shares of Company Common Stock were held by
the Company in its treasury or by its Subsidiaries,  (F) 16,423 shares of Series
A Preferred Stock, were issued and outstanding,  and (G) 70,000 shares of Series
B Preferred  Stock have been  reserved for issuance  upon exercise of the rights
(the  "Company  Rights")  distributed  to the  holders of Company  Common  Stock
pursuant to the Rights  Agreement dated as of March 31, 1993 between the Company
and The Bank of New York, as Rights Agent (the "Rights Agreement").  The Company
Disclosure Letter sets forth a true and complete list of the outstanding Company
Stock Options, including the exercise prices and vesting schedules therefor.

(ii) No bonds, debentures,  notes or other indebtedness having the right to vote
(or convertible into or exercisable for securities  having the right to vote) on
any matters on which  stockholders  may vote ("Voting  Debt") of the Company are
issued or outstanding.

(iii)All outstanding  shares of the Company's  capital stock are validly issued,
fully paid and  nonassessable  and free of preemptive  rights and were issued in
compliance  with  applicable  securities  laws and  regulations.  All  shares of
Company  Common Stock  subject to issuance  upon the  exercise of Company  Stock
Options,  upon issuance on the terms and conditions specified in the instruments
pursuant to which they are issuable,  will be duly  authorized,  validly issued,
fully paid and nonassessable and free of preemptive rights and will be issued in
compliance with applicable securities laws and regulations.

(iv) Except for this Agreement,  the Rights Agreement,  the Company Rights,  and
the  Company  Stock  Plans,  there  are no  options,  warrants,  calls,  rights,
convertible securities,  subscriptions, stock appreciation rights, phantom stock
plans or stock  equivalents,  or other rights,  commitments or agreements of any
character to which the Company or any Subsidiary of the Company is a party or by
which it is bound  obligating  the Company or any  Subsidiary  of the Company to
issue,  deliver or sell,  or cause to be issued,  delivered or sold,  additional
shares of capital  stock or any Voting Debt of the Company or of any  Subsidiary
of the Company or  obligating  the Company or any  Subsidiary  of the Company to
grant, extend or enter into any such option, warrant, call, right, commitment or
agreement.  There are no outstanding  contractual  obligations of the Company or
any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of
capital stock of the Company or any of its Subsidiaries.

                                        8
<PAGE>

(d)  Authority.  (i) The Company has all requisite corporate power and authority
to enter into this Agreement and, subject to approval by the stockholders of the
Company, to consummate the transactions  contemplated  hereby. The execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby have been duly authorized by all necessary  corporate  action on the part
of the Company,  other than such  approval by the  stockholders  of the Company.
This  Agreement  has  been  duly  executed  and  delivered  by the  Company  and
constitutes  a valid  and  binding  obligation  of the  Company  enforceable  in
accordance  with its  terms,  except  as  affected  by  bankruptcy,  insolvency,
fraudulent  conveyance,  reorganization,   moratorium  and  other  similar  laws
relating to or  affecting  creditors'  rights  generally  and general  equitable
principles  (whether  considered  in a  proceeding  in  equity  or at law).  The
affirmative  vote of holders of a majority of the outstanding  shares of Company
Common Stock entitled to vote at a duly called and held meeting of  stockholders
(the  "Stockholders'  Meeting") is the only vote of the  Company's  stockholders
necessary  to approve  this  Agreement,  the  Merger and the other  transactions
contemplated  by  this  Agreement.  The  Independent  Committee  has  been  duly
authorized  and   constituted   and  the  Board,   based  on  the  approval  and
recommendation  of the Independent  Committee at a meeting duly called and held,
has (A) determined that (x) the Merger  Consideration  is fair to the holders of
Shares and (y) the Merger is advisable and in the best  interests of the Company
and the holders of Shares,  (B) approved and declared the  advisability  of this
Agreement  in  accordance  with the  provisions  of the  DGCL.  The  Independent
Committee has received the written  opinion (the "Fairness  Opinion") of Brooks,
Houghton  Securities,  Inc. to the effect that, as of March 30, 2001  the Merger
Consideration  to be paid to  holders of Shares is fair to such  holders  from a
financial point of view, and, as of the date hereof,  such Fairness  Opinion has
not been withdrawn.

(ii) Subject to compliance with the applicable  requirements of the Exchange Act
and the filing of the  Certificate of Merger as contemplated by Section 1.3, the
execution and delivery of this  Agreement  and the  Certificate  of Merger,  the
consummation of the transactions contemplated hereby and thereby, and compliance
of the Company  with any of the  provisions  hereof or thereof  will not breach,
constitute  an ultra vires act under,  or result in any violation of, or default
(with or  without  notice or lapse of time,  or both)  under,  or give rise to a
right of termination, cancellation or acceleration of any obligation or the loss
of a  material  benefit  under,  or the  creation  of a lien,  pledge,  security
interest,  charge or other  encumbrance on assets (any such breach,  ultra vires
act, violation, default, right of termination,  cancellation,  acceleration loss
or creation, a "Violation") pursuant to, (x) any provision of the certificate of
incorporation  or by-laws of the  Company or the  governing  instruments  of any
Subsidiary  of the Company or (y) subject to obtaining  or making the  consents,
approvals,  orders,  authorizations,  registrations,  declarations  and  filings
referred to in paragraph (iii) below or in the Company  Disclosure  Letter,  any
loan or credit agreement, note, mortgage,  indenture, lease, or other agreement,
obligation, instrument, permit, concession, franchise, license, judgment, order,
decree, statute, law, ordinance, rule or regulation applicable to the Company or
any  Subsidiary of the Company or their  respective  properties or assets except
Violations  under clause (y) which would not have a Material  Adverse  Effect on
the Company.

                                               9
<PAGE>

(iii)No  consent,   approval,   order  or  authorization  of,  or  registration,
declaration  or filing with, any court,  administrative  agency or commission or
other  governmental  authority  or  instrumentality,   domestic  or  foreign  (a
"Governmental  Entity"),  is required  by or with  respect to the Company or any
Subsidiary of the Company in connection  with the execution and delivery of this
Agreement and the Certificate of Merger by the Company,  the consummation by the
Company of the transactions  contemplated hereby and thereby,  and compliance of
the Company with any of the provisions hereof or thereof,  the failure to obtain
which would have a Material  Adverse  Effect on the Company,  except for (A) the
filing with the  Securities and Exchange  Commission  (the "SEC") of (1) a Proxy
Statement  in  definitive   form  relating  to  the  meeting  of  the  Company's
stockholders  to be  held  in  connection  with  the  Merger  (2) a  Transaction
Statement on Schedule 13E-3 (as hereinafter  defined) and (3) such other filings
under the Exchange Act as may be required in connection  with this Agreement and
the  transactions  contemplated  hereby,  (B) the filing of the  Certificate  of
Merger  as  contemplated  by  Section  1.1 and  appropriate  documents  with the
relevant authorities of states in which the Company is qualified to do business,
and (C) filings pursuant to the rules of the Nasdaq National Market.

(e) SEC Documents. The Company has made available to Concord a true and complete
copy of each report,  schedule,  registration  statement  and  definitive  proxy
statement  filed by the Company  with the SEC since  December  31, 1997 (as such
documents  have since the time of their  filing been  amended,  the "Company SEC
Documents"),  which are all the documents (other than preliminary material) that
the  Company  was  required  to file with the SEC since such  date.  As of their
respective  dates,  (i) the  Company  SEC  Documents  complied  in all  material
respects with the  requirements  of the  Securities Act of 1933, as amended (the
"Securities  Act") or the  Exchange  Act,  as the case may be, and the rules and
regulations of the SEC thereunder applicable to such Company SEC Documents,  and
(ii) none of the Company  SEC  Documents  contained  any untrue  statement  of a
material fact or omitted to state a material fact required to be stated  therein
or necessary to make the statements therein, in light of the circumstances under
which  they were  made,  not  misleading.  Except as  disclosed  in the  Company
Disclosure Letter, the consolidated financial statements of the Company included
in the Company SEC Documents (including, without limitation, the audited balance
sheet and related statements of operations,  stockholders' equity and cash flows
of the Company and its Subsidiaries for the fiscal year ended December 31, 2000,
as audited by Ahearn,  Jasco + Company,  P.A. (such balance sheet is referred to
hereinafter as the "Balance Sheet" and the Balance Sheet and related  statements
are referred to hereinafter as the "Year-End Financial Statements"), complied in
all material  respects  with  applicable  accounting  requirements  and with the
published  rules and  regulations  of the SEC with  respect  thereto,  have been
prepared in accordance with generally accepted  accounting  principles  ("GAAP")
applied on a consistent basis during the periods involved and fairly present the
consolidated financial position of the Company and its consolidated Subsidiaries
as at the  dates  thereof  and the  consolidated  results  of their  operations,
stockholders'  equity and cash flows for the  periods  then ended in  accordance
with  GAAP.  As of  December  31,  2000,  neither  the  Company  nor  any of its
Subsidiaries  had any  liabilities or obligations of any nature,  whether or not
accrued, contingent or otherwise, that would be required by GAAP to be reflected
on a consolidated  balance sheet of the Company and its Subsidiaries  (including
the notes  thereto)  and which were not  reflected on the Balance  Sheet.  Since
December  31,  2000,  except as and to the extent set forth in the  Company  SEC
Documents and except for  liabilities  or  obligations  incurred in the ordinary
course of business  consistent with past practice and of substantially  the same
character,  type and magnitude as incurred in the past,  neither the Company nor
any of its  Subsidiaries  has incurred any  liabilities  or  obligations  of any
nature,  whether or not  accrued,  contingent  or  otherwise,  that would have a
Material  Adverse  Effect on the Company.  All  agreements,  contracts and other
documents  required to be filed as exhibits to any of the Company SEC  Documents
have been so filed.  No  Subsidiary of the Company is required to file any form,
report or other document with the SEC.

                                        10
<PAGE>

(f)               Information  Supplied.  None of the  information  included  or
incorporated  by reference in the Proxy  Statement or the Schedule  13E-3 (other
than information concerning Concord or Merger Sub provided in writing by Concord
or Merger Sub or their counsel  specifically  for inclusion or  incorporation by
reference  therein) will, at the date of mailing to  stockholders of the Company
and at the time of the meeting of stockholders to be held in connection with the
Merger,  contain any untrue  statement  of a material  fact or omit to state any
material  fact  required to be stated  therein or necessary in order to make the
statements  therein,  in light of the circumstances  under which they were made,
not  misleading.  The Proxy Statement and Schedule 13E-3 (except for information
concerning Concord or Merger Sub provided in writing by Concord or Merger Sub or
their counsel  specifically for inclusion or incorporation by reference therein)
will  comply as to form in all  material  respects  with the  provisions  of the
Exchange Act and the rules and regulations thereunder.

(g)               Absence of Certain  Changes or Events.  Except as contemplated
by this  Agreement or as disclosed  in the Company  Disclosure  Letter or in the
Company  SEC  Documents,   since   December  31,  2000,  the  Company  and  its
Subsidiaries  have conducted  their  respective  businesses only in the ordinary
course  and  consistent  with prior  practice  and there has not been any event,
occurrence, fact, condition, change, development or effect that has had or could
reasonably be expected to have,  individually  or in the  aggregate,  a Material
Adverse Effect on the Company.

(h)               Litigation.  There are no material claims,  actions,  suits or
legal or  administrative  arbitrations  or other  proceedings or  investigations
("Litigation")  pending against the Company or any of its  Subsidiaries,  or, to
the Company's  knowledge,  threatened against or affecting the Company or any of
its Subsidiaries, or to which the Company or any of its Subsidiaries is a party,
before  or by any  Federal,  foreign,  state,  local  or other  governmental  or
non-governmental department,  commission,  board, bureau, agency, court or other
instrumentality,  or by any private person or entity.  There are no existing or,
to the best knowledge of the Company,  threatened material orders,  judgments or
decrees of any court or other  Governmental  Entity which  specifically apply to
the Company,  any of its Subsidiaries or any of their  respective  properties or
assets.

(i)              Section 203 of the DGCL and the Certificate of  Incorporation.
The Board  and the  Independent  Committee  has  approved  the  Merger  and this
Agreement, and such approval is sufficient to comply with or render inapplicable
to the Merger and this  Agreement,  and the  transactions  contemplated  by this
Agreement,  the  provisions  of Section 203 of the DGCL and the  certificate  of
incorporation of the Company. No other state takeover statute or similar statute
or regulation applies or purports to apply to the Merger,  this Agreement or the
transactions  contemplated by this Agreement. No provision of the certificate of
incorporation,  by-laws and/or other governing instruments of the Company or any
of its Subsidiaries  would restrict or impair the ability of Concord to vote, or
otherwise to exercise the rights of a stockholder with respect to, shares of the
Company  and any of its  Subsidiaries  that may be  acquired  or  controlled  by
Concord.
                                        11
<PAGE>

(j)  Opinion of Financial  Advisor.  The Independent  Committee has received the
opinion of Brooks,  Houghton  Securities,  Inc. dated  March 30, 2001, to the
effect that, as of such date, the consideration to be received by the holders of
the Shares  pursuant to this  Agreement  is fair to holders of the Shares from a
financial  point of view, a signed copy of which  opinion has been  delivered to
Concord.

(k) Company  Rights  Agreement.  The Company has delivered to Concord a true and
correct  copy of the  Rights  Agreement  as in  effect as of the  execution  and
delivery  of this  Agreement.  The Board has  amended  the Rights  Agreement  in
accordance  with  its  terms  to  render  it  inapplicable  to the  transactions
contemplated by this  Agreement.  Neither Concord nor Merger Sub shall be deemed
to be an  "Acquiring  Person"  (as  defined  in the  Rights  Agreement)  and the
"Distribution  Date" (as defined in the Rights Agreement) shall not be deemed to
occur and the Company  Rights will not separate from the Company Common Stock as
a result of the Company  entering into this Agreement or consummating the Merger
and/or the other transactions  contemplated by this Agreement.  Neither Concord,
the  Surviving  Corporation  nor any of  Concord's  Subsidiaries  will  have any
obligations  under the Company Rights or the Rights Agreement and the holders of
the Company  Rights will have no rights  under the Company  Rights or the Rights
Agreement  as a result  of the  Company  entering  into  this  Agreement  or the
consummation  of the Merger and/or the other  transactions  contemplated by this
Agreement.

3.2  Representations  and  Warranties  of Concord  and Merger  Sub.  Concord and
Merger Sub  jointly  and  severally  represent  and  warrant  to the  Company as
follows:

(a)               Organization,  Standing and Power.  Each of Concord and Merger
Sub is a  corporation,  duly  organized,  validly  existing and in good standing
under the laws of the jurisdiction of its incorporation, has all requisite power
and authority and all necessary governmental approvals to own, lease and operate
its properties and to carry on its business as it is now being conducted, and is
duly qualified and in good standing to do business in each jurisdiction in which
the nature of its business or the ownership or leasing of its  properties  makes
such qualification necessary, other than in such jurisdictions where the failure
so to  qualify  would not,  individually  or in the  aggregate,  have a Material
Adverse Effect on Concord or Merger Sub.

(b)               Authority.  (i)  Concord  and  Merger  Sub have all  requisite
corporate power and authority to enter into this Agreement and to consummate the
transactions  contemplated  hereby. The execution and delivery of this Agreement
and the  consummation  of the  transactions  contemplated  hereby have been duly
authorized  by all necessary  corporate  action on the part of Concord or Merger
Sub, as the case may be. This  Agreement has been duly executed and delivered by
Concord and Merger Sub and constitutes a valid and binding obligation of Concord
or Merger Sub, as the case may be,  enforceable  in  accordance  with its terms,
except  as   affected  by   bankruptcy,   insolvency,   fraudulent   conveyance,
reorganization,  moratorium  and other  similar  laws  relating to or  affecting
creditors' rights generally and general equitable principles (whether considered
in a proceeding in equity or at law).
                                        12
<PAGE>

(ii)              Subject to compliance with the applicable  requirements of the
Exchange Act and the filing of the  Certificate  of Merger,  the  execution  and
delivery of this Agreement and the consummation of the transactions contemplated
hereby will not result in any  Violation  pursuant to (x) any  provision  of the
certificate  of  incorporation  or  by-laws of  Concord,  any  provision  of the
certificate  of  incorporation  or  by-laws  of  Merger  Sub,  or the  governing
instruments of any other Subsidiary of Concord or (y) except as disclosed in the
letter  dated  the  date  hereof  and   delivered  by  Concord  to  the  Company
simultaneously  with the execution and delivery of this  Agreement (the "Concord
Disclosure Letter") and subject to obtaining or making the consents,  approvals,
orders, authorizations,  registrations,  declarations and filings referred to in
paragraph (iii) below or in the Concord  Disclosure  Letter,  any loan or credit
agreement,  note, mortgage,  indenture,  lease, benefit plan or other agreement,
obligation, instrument, permit, concession, franchise, license, judgment, order,
decree,  statute,  law,  ordinance,  rule or  regulation  applicable to Concord,
Merger Sub or any other Subsidiary of Concord or their respective  properties or
assets except Violations under clause (y) above which do not or would not have a
Material Adverse Effect on Concord.

(iii)No  consent,   approval,   order  or  authorization  of,  or  registration,
declaration  or filing  with,  any  Governmental  Entity is  required by or with
respect to Concord,  Merger Sub or any other Subsidiary of Concord in connection
with the execution and delivery of this Agreement by Concord and Merger Sub, the
consummation  by Concord or Merger Sub, as the case may be, of the  transactions
contemplated  hereby,  and  compliance by Concord and Merger Sub with any of the
provisions  hereof,  the failure to obtain  which would have a Material  Adverse
Effect on Concord  except for (A) such filings  under the Exchange Act as may be
required in connection  with this  Agreement and the  transactions  contemplated
hereby,  including the filing of the Schedule  13E-3,  and (B) the filing of the
Certificate of Merger as contemplated  by Section 1.3 and appropriate  documents
with the  relevant  authorities  of states in which  Concord  and Merger Sub are
qualified to do business.

(c)  Information Supplied.  None of the information concerning Concord or Merger
Sub provided by or on behalf of Concord or Merger Sub specifically for inclusion
or incorporation by reference in the Proxy Statement or the Schedule 13E-3 will,
at the date of  mailing  to  stockholders  and at the times of the  meetings  of
stockholders  to be held in  connection  with the  Merger,  contain  any  untrue
statement of a material  fact or omit to state any material  fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading.

(d)               Interim  Operations of Merger Sub. Merger Sub was incorporated
on March 20, 2001 has engaged in no other business  activities and has conducted
its operations only as contemplated hereby.

(e)  Proceeds.  Concord  has  sufficient  funds  available  to  pay  the  Merger
Consideration.
                                        13
<PAGE>
                                ARTICLE IV
                    COVENANTS RELATING TO CONDUCT OF BUSINESS

4.1      Covenants of Company. During the period from the date of this Agreement
and continuing until the Effective Time, the Company agrees as to itself and its
Subsidiaries  that  (except  as  expressly  contemplated  or  permitted  by this
Agreement or to the extent that Concord shall otherwise consent in writing):

(a)             Ordinary Course.  The Company and its Subsidiaries shall carry
on their respective businesses in the usual, regular and ordinary course and use
commercially  reasonable  efforts to  preserve  intact  their  present  business
organizations,  maintain  their rights and  preserve  their  relationships  with
employees,  officers,  customers,  suppliers and others having business dealings
with  them.  The  Company  and its  Subsidiaries  shall  maintain  in force  all
insurance  policies and Consents (as defined in Section 6.1) with respect to the
Company and its Subsidiaries and shall maintain all assets and properties of the
Company  and  its  Subsidiaries  in  customary  repair,   order  and  condition,
reasonable  wear and tear  excepted.  The Company shall not, nor shall it permit
any of its  Subsidiaries to, (i) enter into any new material line of business or
(ii) incur or commit to any significant capital  expenditures or any obligations
or liabilities  other than capital  expenditures  and obligations or liabilities
incurred or  committed to as disclosed  in the Company  Disclosure  Letter.  The
Company  and  its  Subsidiaries   will  comply  with  all  applicable  laws  and
regulations wherever its business is conducted, including without limitation the
timely  filing of all reports,  forms or other  documents  with the SEC required
pursuant  to  the  Securities  Act  or  the  Exchange  Act,  except  where  such
noncompliance would not have a Material Adverse Effect on the Company.

(b)               Dividends;  Changes in Stock. The Company shall not, nor shall
it permit any of its  Subsidiaries  to, nor shall the  Company  propose  to, (i)
declare or pay any dividends on or make other distributions in respect of any of
its capital  stock,  other than cash  dividends  payable by a Subsidiary  of the
Company  to the  Company  or one of its  Subsidiaries,  (ii)  split,  combine or
reclassify  any of its  capital  stock or  issue or  authorize  or  propose  the
issuance of any other  securities  in respect of, in lieu of or in  substitution
for  shares of its  capital  stock,  or (iii)  repurchase,  redeem or  otherwise
acquire, or permit any Subsidiary to purchase or otherwise acquire any shares of
its capital stock or any  securities  convertible  into or  exercisable  for any
shares of its capital stock.

(c)               Issuance of  Securities.  The Company  shall not, nor shall it
permit any of its  Subsidiaries  to,  issue,  deliver or sell,  or  authorize or
propose the  issuance,  delivery or sale of, any shares of its capital  stock of
any class, any Voting Debt or any securities convertible into or exercisable for
(including  any  stock  appreciation  rights,   phantom  stock  plans  or  stock
equivalents),  or any rights, warrants or options to acquire, any such shares or
Voting Debt, or enter into any agreement  with respect to any of the  foregoing,
other than  issuances of Company  Common Stock  pursuant to exercises of Company
Stock Options or Company Common Stock awards to directors  listed in the Company
Disclosure Letter.

(d)               Governing Documents. The Company shall not amend or propose to
amend,  nor shall it permit any of its  Subsidiaries to amend,  their respective
certificates of incorporation, by-laws or other governing instruments.
                                        14
<PAGE>

(e)               No  Acquisitions.  The Company  shall not, nor shall it permit
any of its  Subsidiaries  to,  (i)  acquire  or agree to  acquire  by merging or
consolidating  with,  or by  purchasing a  substantial  equity  interest in or a
substantial  portion of the assets of, or by any other  manner,  any business or
any corporation,  limited liability company,  partnership,  association or other
business  organization  or division  thereof or (ii) other than in the  ordinary
course of business,  otherwise  acquire or agree to acquire any assets which, in
the case of this clause (ii), are material, individually or in the aggregate, to
the Company.

(f)               No  Dispositions.  The Company  shall not, nor shall it permit
any of its Subsidiaries to, sell,  lease,  encumber or otherwise  dispose of, or
agree to  sell,  lease,  encumber  or  otherwise  dispose  of any of its  assets
(including  capital stock of  Subsidiaries),  except as disclosed in the Company
Disclosure  Letter and for  dispositions  in the ordinary course of business and
consistent with past practice and of substantially the same character,  type and
magnitude as dispositions in the past.

(g)               Indebtedness.  The Company  shall not, nor shall it permit any
of its  Subsidiaries  to,  (i)  incur any  indebtedness  for  borrowed  money or
guarantee any such indebtedness or issue or sell any debt securities or warrants
or rights to acquire any long-term debt  securities of the Company or any of its
Subsidiaries  or guarantee any long-term debt securities of others or enter into
or amend any contract, agreement,  commitment or arrangement with respect to any
of the foregoing,  other than (x) in replacement  for existing or maturing debt,
(y)  indebtedness  of any Subsidiary of the Company to the Company or to another
Subsidiary of the Company or (z) other  borrowing under existing lines of credit
in the  ordinary  course of  business  consistent  with  prior  practice  and of
substantially  the same character,  type and magnitude as borrowings made in the
past or (ii) make any loans, advances or capital contributions to any person.

(h)               Other Actions.  The Company shall not, nor shall it permit any
of its  Subsidiaries  to,  take any action that would,  or might  reasonably  be
expected to, result in any of its  representations  and  warranties set forth in
this Agreement  being or becoming untrue in any material  respect,  or in any of
the  conditions  to the Merger set forth in Article VI not being  satisfied,  or
which  would  adversely  affect the  ability of any of them to obtain any of the
Requisite  Regulatory Approvals without imposition of a condition or restriction
of the type referred to in Section  6.2(e) and the Company  shall,  in the event
of, or promptly after the occurrence of, or promptly after  obtaining  knowledge
of the  occurrence of or the impending or threatened  occurrence of, any fact or
event which would cause or constitute a breach of any of the representations and
warranties  set  forth in this  Agreement,  the  non-satisfaction  of any of the
conditions  to the Merger  set forth in Article VI or the  failure to obtain the
Requisite Regulatory  Approvals,  in each case at any time after the date hereof
and through the Closing Date, give detailed  notice thereof to Concord,  and the
Company shall use its best efforts to prevent or promptly to remedy such breach,
non-satisfaction or failure, as the case may be.

(i)               Advice of  Changes;  Government  Filings.  The  Company  shall
confer on a regular  basis  with  Concord,  report on  operational  matters  and
promptly advise Concord,  orally and in writing, of any material change or event
or any change or event which would cause or constitute a material  breach of any
of the representations, warranties or covenants of the Company contained herein.
The Company shall file all reports  required to be filed by the Company with the
SEC between the date of this  Agreement and the Effective Time and shall deliver
to Concord  copies of all such reports  promptly  after the same are filed.  The
Company  shall  cooperate  with Concord in  determining  whether any filings are
required to be made with, or consents  required to be obtained  from, or fees or
expenses required to be paid to, any third party or Governmental Entity prior to
the  Effective  Time in  connection  with  this  Agreement  or the  transactions
contemplated hereby, and shall cooperate in making any such filings promptly and
in  seeking  to obtain  timely  any such  consents  and,  subject  to  Concord's
approval,  paying any such fees or expenses.  The Company shall promptly provide
Concord  with  copies  of all  other  filings  made  by  the  Company  with  any
Governmental  Entity in connection with this Agreement,  the Merger or the other
transactions contemplated hereby.
                                               15
<PAGE>
(j)               Accounting  Methods.  The Company shall not change its methods
of  accounting  in effect at January 1, 2001,  except as  required by changes in
GAAP as concurred in by the Company's independent auditors.

(k)  Benefit  Plans.  During  the  period  from the date of this  Agreement  and
continuing  until the Effective  Time,  the Company  agrees as to itself and its
Subsidiaries  that it will not,  without  the prior  written  consent of Concord
except as set forth in the Company  Disclosure  Letter,  (i) enter into,  adopt,
amend (except as may be required by law) or terminate any employee  benefit plan
or any agreement,  arrangement, plan or policy between the Company or any of its
Subsidiaries,  on the one  hand,  and one or more of its or their  directors  or
officers,  on the other hand,  (ii) except for normal  increases in the ordinary
course of business and consistent  with past practice and of  substantially  the
same  character,  type  and  magnitude  as  increases  in the  past  that in the
aggregate,  do not result in a material  increase in  benefits  or  compensation
expense to the  Company or any of its  Subsidiaries,  increase in any manner the
compensation or fringe benefits of any director,  officer or employee or pay any
benefit  not  required by any plan and  arrangement  as in effect as of the date
hereof  (including,  without  limitation,  the granting of stock options,  stock
appreciation  rights,  restricted  stock,  restricted stock units or performance
units  or  shares)  or  enter  into  any  contract,  agreement,   commitment  or
arrangement  to do any of the  foregoing,  or  (iii)  enter  into or  renew  any
contract, agreement,  commitment or arrangement providing for the payment to any
director,  officer or  employee  of the  Company or any of its  Subsidiaries  of
compensation  or  benefits  contingent,  or the  terms of which  are  materially
altered,  upon the occurrence of any of the  transactions  contemplated  by this
Agreement.

(l)               Tax Elections.  Except in the ordinary  course of business and
consistent with past practice and of substantially the same character,  type and
magnitude as elections made in the past, the Company shall not make any material
tax election or settle or  compromise  any  material  federal,  state,  local or
foreign income tax claim or liability or amend any  previously  filed tax return
in any respect.

(m)      Notice to  Holders of  Preferred  Stock The  Company  shall give to the
holders  of the  Preferred  Stock  the  notice  which  is  required  by,  and in
accordance   with  the  terms  of,  the  Certificate  of  Designations  of  $.78
Convertible Series A Preferred Stock in connection with the Merger.

4.2  Covenants of Concord and Merger Sub.  Except as expressly  contemplated  by
this Agreement,  after the date hereof and prior to the Effective Time,  without
the prior written consent of the Company:

                                                16
<PAGE>

(a)               Other Actions. Neither Concord nor Merger Sub shall, nor shall
it permit any of their  respective  Subsidiaries to, take any action that would,
or might  reasonably  be expected to, result in any of its  representations  and
warranties set forth in this Agreement  being or becoming untrue in any material
respect,  or in any of the  conditions to the Merger set forth in Article VI not
being  satisfied,  or which would adversely affect the ability of any of them to
obtain  any  of the  Requisite  Regulatory  Approvals  without  imposition  of a
condition or restriction of the type referred to in Section 6.2(e).

(b)               Government  Filings.  Concord shall cooperate with the Company
in  determining  whether any filings are  required to be made with,  or consents
required to be obtained  from, any third party or  Governmental  Entity prior to
the  Effective  Time in  connection  with  this  Agreement  or the  transactions
contemplated hereby, and shall cooperate in making any such filings promptly and
in seeking to obtain  timely  any such  consents.  The  Concord  shall  promptly
provide the Company  with copies of all other  filings  made by the Concord with
any state or Federal Governmental Entity in connection with this Agreement,  the
Merger or the other transactions contemplated hereby.

4.3               Competing  Transactions.  Nothing  contained in this Agreement
shall prohibit the Company from, prior to the date of the Stockholder's  Meeting
(i) furnishing  information  to, or entering into  discussions  or  negotiations
with,  any person that makes an unsolicited  written,  bona fide proposal to the
Company  with  respect to a  Competing  Transaction  which could  reasonably  be
expected  to result in a Superior  Proposal,  if,  (A) the  failure to take such
action would be inconsistent  with the Board's and the  Independent  Committee's
fiduciary  duties to the Company's  stockholders  under  applicable law, and (B)
prior to  furnishing  such  information  to, or  entering  into  discussions  or
negotiations  with, such person,  the Company (x) provides  reasonable notice to
Concord to the effect that it is  furnishing  information  to, or entering  into
discussions or negotiations  with, such person and (y) receives from such person
a fully executed  confidentiality  agreement,  (ii) complying with Rule 14d-9 or
Rule  14e-2  promulgated  under  the  Exchange  Act with  regard  to a tender or
exchange  offer,  or (iii)  failing  to make or  withdrawing  or  modifying  its
recommendation referred to in Section 5.2, or recommending an unsolicited,  bona
fide proposal with respect to a Competing  Transaction which could reasonably be
expected  to result in a  Superior  Proposal,  following  the  receipt of such a
proposal,  if the failure to take such  action  would be  inconsistent  with the
Board's  and the  Independent  Committee's  fiduciary  duties  to the  Company's
stockholders  under  applicable  law.  As  used in  this  Agreement,  "Competing
Transaction"  shall  mean any of the  following  (other  than  the  transactions
contemplated   by  this   Agreement)   involving  the  Company  or  any  of  its
Subsidiaries:  (i) any merger,  consolidation,  share exchange,  exchange offer,
business  combination,  recapitalization,   liquidation,  dissolution  or  other
similar transaction  involving the Company or any of its Subsidiaries;  (ii) any
sale, lease, exchange, mortgage, pledge, transfer or other disposition of assets
representing   20%  or  more  of  the  total  assets  of  the  Company  and  its
Subsidiaries,  in a single  transaction  or  series of  transactions;  (iii) any
tender  offer or  exchange  offer for 20% or more of the  outstanding  shares of
capital stock of the Company or the filing of a registration statement under the
Securities Act in connection therewith; (iv) any person or group having acquired
Beneficial Ownership of 15% or more or such person or group having increased its
Beneficial  Ownership  beyond 15% of the outstanding  shares of capital stock of
the Company; or (v) any public announcement of a proposal,  plan or intention to
do any of the foregoing or any agreement to engage in any of the foregoing.  For
purposes of this  Agreement,  "Superior  Proposal"  means any bona fide  written
proposal to acquire,  directly or indirectly,  for  consideration  consisting of
cash and/or securities,  all of the shares of Company Common Stock and Preferred
Stock then outstanding or all or substantially  all of the assets of the Company
and the  assumption  of the  liabilities  and  obligations  of the Company to be
followed by a pro rata  distribution of the sale proceeds to stockholders of the
Company,  that (i) is not subject to any financing  conditions or contingencies,
(ii) provides holders of Company Common Stock and Preferred Stock with per share
consideration  that the Independent  Committee  determines in good faith,  after
receipt of advice of its financial  advisor,  is more favorable from a financial
point of view than the consideration to be received by holders of Company Common
Stock and Preferred Stock in the Merger,  (iii) is determined by the Independent
Committee in its good faith  judgment,  after receipt of advice of its financial
advisor and outside legal counsel,  to be likely of being completed (taking into
account all legal, financial,  regulatory and other aspects of the proposal, the
Person  making the proposal and the expected  timing to complete the  proposal),
(iv)  does  not,  in the  definitive  agreement,  contain  any  "due  diligence"
conditions,  and (v) has not been  obtained  by or on behalf of the  Company  in
violation of this Section 4.3.

                                        17
<PAGE>

                                ARTICLE V
                              ADDITIONAL AGREEMENTS

5.1 Preparation of the Proxy Statement and Schedule 13E-3. (a) The Company shall
as promptly as  practicable  prepare and file a proxy or  information  statement
relating to the Stockholders' Meeting (together with all amendments, supplements
and exhibits thereto,  the "Proxy Statement") with the SEC and will use its best
efforts to respond to the  comments of the SEC and to cause the Proxy  Statement
to be mailed to the Company's  stockholders at the earliest  practical time. The
Company will notify Concord promptly of the receipt of any comments from the SEC
or its  staff and of any  request  by the SEC or its  staff  for  amendments  or
supplements to the Proxy Statement or for additional information and will supply
Concord  with  copies of all  correspondence  between  the Company or any of its
representatives,  on the one hand, and the SEC or its staff,  on the other hand,
with respect to the Proxy  Statement or the Merger.  If at any time prior to the
Stockholders' Meeting there shall occur any event that should be set forth in an
amendment  or  supplement  to the Proxy  Statement,  the Company  will  promptly
prepare  and mail to its  stockholders  such an  amendment  or  supplement.  The
Company  will not mail any  Proxy  Statement,  or any  amendment  or  supplement
thereto, to which Concord reasonably objects. The Company hereby consents to the
inclusion in the Proxy Statement of the recommendation of the Board described in
Section 5.2, subject to any modification,  amendment or withdrawal thereof,  and
represents  that  the  Independent  Advisor  has,  subject  to the  terms of its
engagement letter with the Company,  consented to the inclusion of references to
its opinion in the Proxy Statement.

         (b) The Company,  Concord,  and Merger Sub shall  together  prepare and
file a Transaction Statement on Schedule 13E-3 (together with all amendments and
exhibits thereto,  the "Schedule 13E-3") under the Exchange Act. Each of Concord
and Merger Sub shall furnish all  information  concerning it, its affiliates and
the holders of its capital stock  required to be included in the Schedule  13E-3
and, after  consultation with each other, shall respond promptly to any comments
made by the SEC with respect to the Schedule 13E-3.

                                18
<PAGE>

5.2               Stockholders'    Meeting.   The   Company   shall   call   the
Stockholders'  Meeting to be held as promptly as practicable  for the purpose of
voting  upon  the  approval  of  this  Agreement,   the  Merger  and  the  other
transactions  contemplated  hereby.  The Company will, through its Board and the
Independent  Committee,  recommend to its stockholders approval of such matters,
unless the taking of such action would be inconsistent  with the Board's and the
Independent  Committee's fiduciary duties to stockholders under applicable laws.
The  Company  shall,   at  the  direction  of  Concord,   solicit  from  Company
stockholders  entitled to vote at the Stockholders'  Meeting proxies in favor of
such  approval and shall take all other action  necessary or, in the judgment of
Concord,  helpful to secure the vote or consent of such holders  required by the
DGCL or this  Agreement to effect the Merger.  The Company shall  coordinate and
cooperate with Concord with respect to the timing of such meeting.

5.3               Legal  Conditions  to Merger.  Each of the Company and Concord
shall,  and shall cause its Subsidiaries to, use all reasonable best efforts (i)
to take, or cause to be taken, all actions necessary to comply promptly with all
legal  requirements  which may be imposed on such party or its Subsidiaries with
respect to the Merger and to consummate the  transactions  contemplated  by this
Agreement,  subject to the approval of stockholders of the Company  described in
Section 6.1 (a),  and (ii) to obtain (and to  cooperate  with the other party to
obtain) any consent,  authorization,  order or approval of, or any exemption by,
any Governmental  Entity and of any other public or private third party which is
required  to be  obtained  or made by such party or any of its  Subsidiaries  in
connection with the Merger and the transactions  contemplated by this Agreement;
provided,  however,  that a party  shall  not be  obligated  to take any  action
pursuant to the foregoing if the taking of such action or such compliance or the
obtaining  of such  consent,  authorization,  order,  approval or  exemption  is
likely, in such party's reasonable opinion,  (x) to be materially  burdensome to
such party and its  Subsidiaries  taken as a whole or to impact in a  materially
adverse   manner  the  economic  or  business   benefits  of  the   transactions
contemplated  by this Agreement so as to render  uneconomic the  consummation of
the Merger or (y) in the case of the Company,  to result in the  imposition of a
condition or  restriction  on the Company,  the Surviving  Corporation or any of
their respective Subsidiaries of the type referred to in Section 6.2(e). Each of
the Company and Concord will promptly cooperate with and furnish  information to
the other in connection with any such burden suffered by, or requirement imposed
upon, any of them or any of their Subsidiaries in connection with the foregoing.

5.4               Brokers or Finders.  Except as disclosed to the other party in
writing prior to the date hereof, each of Concord and the Company represents, as
to  itself,  its  Subsidiaries  and  its  affiliates,  that  no  agent,  broker,
investment  banker,  financial  advisor  or other  firm or  person is or will be
entitled to any broker's or finder's fee or any other  commission or similar fee
in  connection  with any of the  transactions  contemplated  by this  Agreement,
except the  Independent  Advisor,  whose fees and  expenses  will be paid by the
Company in  accordance  with the Company's  agreement  with such firm (a copy of
which has been  delivered  by the  Company to Concord  prior to the date of this
Agreement),  and each party  agrees to  indemnify  the other  party and hold the
other  party  harmless  from and  against  any and all  claims,  liabilities  or
obligations with respect to any other fees,  commissions or expenses asserted by
any  person on the basis of any act or  statement  alleged  to have been made by
such first party or its affiliates.

                                                19
<PAGE>

5.5               Indemnification; Directors' and Officers' Insurance.

     (a)As of the  Effective  Time,  the  certificate  of  incorporation  of the
Surviving Corporation shall contain provisions no less favorable with respect to
indemnification  than are set forth in the certification of incorporation of the
Company,  which provisions shall not be amended,  repealed or otherwise modified
for a period of six years  from the  Effective  Time in any  manner  that  would
adversely affect the rights  thereunder of individuals who at the Effective Time
were directors, officers, employees or agents of the Company. From and after the
Effective Time, for a period of six years, Concord shall indemnify the directors
and officers of the Company on terms no less favorable than the provisions  with
respect  to   indemnification   that  are  set  forth  in  the   certificate  of
incorporation  of the Company as of the Effective Time.  Concord and the Company
agree that the directors,  officers and employees of the Company covered thereby
are  intended to be third party  beneficiaries  under this Section 5.5 and shall
have the right to enforce the  obligations of the Surviving  Corporation and the
Concord.

     (b) The Surviving  Corporation  shall maintain in effect from the Effective
Time until their expiration the current policies of the directors' and officers'
liability insurance maintained by the Company.

5.6  Shareholder  Lists. The Company shall promptly upon request of Concord,  or
shall cause its transfer agent to promptly,  furnish Concord with mailing labels
containing the names and addresses of all record holders of Company Common Stock
and with  security  position  listings  of  Company  Common  Stock held in stock
depositories,  each as of the most recent  practicable  date,  together with all
other  available  listings and computer files  containing  names,  addresses and
security  position  listings of record holders and beneficial  owners of Company
Common  Stock.   The  Company  shall  furnish   Concord  with  such   additional
information,  including, without limitation, updated listings and computer files
of stockholders,  mailing labels and security position listings,  and such other
assistance as Concord or its agents may reasonably request.


5.7  Shareholder  Litigation.  The Company shall give Concord the opportunity to
participate in the defense or settlement of any shareholder  litigation  against
the Company and its directors relating to the transactions  contemplated by this
Agreement; provided, however, that no such settlement shall be agreed to without
Company's and Concord's consent, which shall not be unreasonably withheld.

5.8               Communication  to  Employees.  The Company  and  Concord  will
cooperate  with each other with  respect to, and endeavor in good faith to agree
in advance upon the method and content of, all written or oral communications or
disclosure to employees of the Company or any of its  Subsidiaries  with respect
to the Merger and any other  transactions  contemplated by this Agreement.  Upon
reasonable notice, the Company shall provide Concord access to the Company's and
its Subsidiaries' employees and facilities.

                                                    20
<PAGE>

                                ARTICLE VI
                              CONDITIONS PRECEDENT

6.1      Conditions  to Each  Party's  Obligation  To  Effect  the  Merger.  The
respective obligation of each party to effect the Merger shall be subject to the
satisfaction prior to the Closing Date of the following conditions:

(a)             Stockholder Approval.  This Agreement shall have been approved
and  adopted  by the  affirmative  vote  of the  holders  of a  majority  of the
outstanding shares of Company Common Stock entitled to vote thereon.

(b)               Other  Approvals.  All  authorizations,  consents,  orders  or
approvals of, or  declarations  or filings with,  and all  expirations  or early
terminations  of waiting periods  imposed by, any  Governmental  Entity (all the
foregoing,  "Consents")  which are necessary for the  consummation of the Merger
shall have been filed,  occurred or been obtained (all such permits,  approvals,
filings and consents and the lapse of all such waiting periods being referred to
as the  "Requisite  Regulatory  Approvals")  and all such  Requisite  Regulatory
Approvals shall be in full force and effect.

(c)               No  Injunctions  or  Restraints;   Illegality.   No  temporary
restraining order,  preliminary or permanent injunction or other order issued by
any court of competent  jurisdiction  or other legal  restraint  or  prohibition
preventing  the  consummation  of the Merger  shall be in effect,  nor shall any
proceeding by any  Governmental  Entity seeking any of the foregoing be pending.
There shall not be any action taken, or any statute,  rule,  regulation or order
enacted,  entered,  enforced or deemed applicable to the Merger, which makes the
consummation of the Merger illegal.

 6.2              Conditions  to  Obligations  of Concord  and Merger  Sub.  The
obligations  of Concord  and Merger Sub to effect the Merger are  subject to the
satisfaction  of the  following  conditions  unless waived by Concord and Merger
Sub:

 (a)              Representations   and  Warranties.   The  representations  and
warranties of the Company set forth in this Agreement  shall be true and correct
in all  respects as of the  Effective  Time as though made on or as of such time
(ignoring for purposes of this determination any materiality or Material Adverse
Effect qualifiers  contained within individual  representations and warranties),
except for (i) those representations and warranties that address matters only as
of a  particular  date or only with  respect to a specific  period of time which
need only be true and correct as of such date or with respect to such period and
(ii) such failures to be true and correct as would not,  individually  or in the
aggregate,  reasonably be expected to result in a Material Adverse Effect on the
Company.

(b)               Performance of Obligations of Company.  The Company shall have
performed and complied in all material respects with all obligations required to
be  performed  or complied  with by it under this  Agreement  at or prior to the
Closing Date, and Concord shall have received a certificate  signed on behalf of
the Company by the President and Chief  Executive  Officer of the Company and by
the Chief Financial Officer of the Company to such effect.

                                        21
<PAGE>

(c)  Appraisal  Rights.  Dissenting Shares shall constitute less than 20% of all
Shares outstanding immediately prior to the Effective Time.


(d)  Consents Under  Agreements.  The Company shall have obtained the consent or
approval of, except for those  consents  or  approvals  for which  failure to
obtain such consents or approvals  could not,  individually or in the aggregate,
reasonably be expected to have a Material  Adverse  Effect on the Company,  each
Person (other than the Requisite Regulatory Approvals) whose consent or approval
shall be required in order to permit the succession by the Surviving Corporation
pursuant  to the Merger to any  obligation,  right or interest of the Company or
any  Subsidiary  of the  Company  under  any  loan or  credit  agreement,  note,
mortgage, indenture, lease, license or other agreement or instrument.

(e)               Burdensome Condition.  There shall not be any action taken, or
any statute,  rule,  regulation or order  enacted,  entered,  enforced or deemed
applicable to the Merger,  by any Governmental  Entity which, in connection with
the grant of a  Requisite  Regulatory  Approval,  imposes any  requirement  upon
Concord, the Surviving Corporation or their respective  Subsidiaries which would
so  materially  adversely  impact  the  economic  or  business  benefits  of the
transactions  contemplated  by  this  Agreement  as  to  render  uneconomic  the
consummation  of the  Merger,  or  which  would  require  Concord  or any of its
Subsidiaries  to dispose of any asset which is material to Concord  prior to the
Effective Time.

(f)               Material  Adverse  Effect.  Since the date of this  Agreement,
there shall not have  occurred a Material  Adverse  Effect  with  respect to the
Company and no facts or  circumstances  arising after the date of this Agreement
shall have occurred which, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect with respect to the Company.

(g)               Proceedings.  All  proceedings  to be taken on the part of the
Company in connection with the  transactions  contemplated by this Agreement and
all documents  incident  thereto shall be  reasonably  satisfactory  in form and
substance  to  Concord,  and  Concord  shall  have  received  copies of all such
documents  and other  evidences  as Concord may  reasonably  request in order to
establish  the  consummation  of  such   transactions  and  the  taking  of  all
proceedings in connection therewith.

 (h)             No  Action.  No  action,  suit or  proceeding  shall have been
instituted,  or shall be pending or  threatened  (i)  seeking to restrain in any
material  respect or prohibit the  consummation  of the Merger,  (ii) seeking to
obtain from the Company, Concord or Merger Sub any damages which would result in
a  Material  Adverse  Effect  or  (iii)  seeking  to  impose  the  restrictions,
prohibitions or limitations referred to in subsection (e) above.

6.3               Conditions to  Obligations  of Company.  The obligation of the
Company to effect the Merger is  subject to the  satisfaction  of the  following
conditions unless waived by the Company:

(a)               Representations   and  Warranties.   The  representations  and
warranties of Concord and Merger Sub set forth in this  Agreement  shall be true
and correct in all respects as of the Effective  Time as though made on or as of
such time  (ignoring  for  purposes of this  determination  any  materiality  or
Material Adverse Effect qualifiers  contained within individual  representations
and  warranties),  except  for (i) those  representations  and  warranties  that
address  matters only as of a particular date or only with respect to a specific
period  of time  which  need  only be true and  correct  as of such date or with
respect to such  period and (ii) such  failures  to be true and correct as would
not,  individually  or in the  aggregate,  reasonably be expected to result in a
Material Adverse Effect on Concord.

                                                22
<PAGE>

(b)               Performance of Obligations of Concord and Merger Sub.  Concord
and Merger Sub shall have  performed and complied in all material  respects with
all  obligations  required to be  performed  by them under this  Agreement at or
prior to the Closing  Date,  and the Company  shall have  received a certificate
signed on behalf of  Concord by the  President  and Chief  Executive  Officer of
Concord or a  Corporate  Vice  President  of  Concord,  and by the  Senior  Vice
President and Chief Financial Officer of Concord or the Corporate Vice President
and Treasurer of Concord to such effect.


                                ARTICLE VII
                            TERMINATION AND AMENDMENT

7.1      Termination.  This Agreement may be terminated at any time prior to the
Effective  Time,  whether before or after  approval of the matters  presented in
connection with the Merger by the stockholders of the Company:

     (a)......by  mutual  consent  of  Concord  and  the  Company  in a  written
instrument,  whether or not the Merger has been approved by the  stockholders of
the Company;

                (b)......by Concord on behalf of itself and Merger Sub, upon a
material breach of any  representation,  warranty,  covenant or agreement on the
part of the Company set forth in this  Agreement,  or if any  representation  or
warranty of the Company  shall have become untrue such that the  conditions  set
forth in Section 6.2, would be incapable of being satisfied by December 31, 2001
(or such later date as Concord may agree to in writing);

                  (c)......by  the  Company,  upon  a  material  breach  of  any
representation, warranty, covenant or agreement on the part of Concord or Merger
Sub set forth in this Agreement, or if any representation or warranty of Concord
or Merger Sub shall have  become  untrue such that the  conditions  set forth in
Section 6.3, would be incapable of being satisfied by December 31, 2001;

                  (d)......by  either  Concord or the Company,  if any permanent
injunction or action by any Governmental  Entity  preventing the consummation of
the Merger shall have become final and nonappealable;

                  (e)......by  either Concord or the Company if the Merger shall
not have been  consummated  on or prior to December 31, 2001 (or such later date
as may be agreed to in writing by the  Company and  Concord)  (other than due to
the failure of the party  seeking to  terminate  this  Agreement  to perform its
obligations  under this  Agreement  required to be  performed at or prior to the
Effective Time);

                  (f)......by either Concord or the Company,  if any approval of
the  stockholders  of the Company  required for the  consummation  of the Merger
shall not have been  obtained  by reason of the  failure to obtain the  required
vote at a Stockholders' Meeting or at any adjournment thereof;

                                        23
<PAGE>

                  (g)......by Concord, if the Independent Committee or the Board
shall have (i) withdrawn,  modified or changed its approval or recommendation of
this Agreement, the Merger or any of the other transactions  contemplated herein
in any manner  which is adverse to Concord or Merger Sub or shall have  resolved
to do the foregoing; or (ii) approved or have recommended to the stockholders of
the Company a Competing  Transaction  or a Superior  Proposal,  entered  into an
agreement with respect to a Competing  Transaction or Superior Proposal or shall
have resolved to do the foregoing;

                  (h)......by Concord, if (i) the Company shall have exercised a
right  specified  in the first  sentence  of  Section  4.3 with  respect  to any
transaction  referred  to therein  and  shall,  directly  or  through  agents or
representatives,  continue  discussions  with any third  party  concerning  such
transaction  for more than 14  calendar  days  after the date of receipt of such
Competing  Transaction,  or (ii)  (x) a  tender  offer  or  exchange  offer or a
proposal by a third  party to acquire  the  Company or the Shares  pursuant to a
merger, consolidation,  share exchange, business combination, tender or exchange
offer or similar  transaction  shall have been  commenced  or publicly  proposed
which contains a proposal as to price (without regard to the specificity of such
price proposal) and (y) the Company shall not have rejected such proposal within
10 business days of its  commencement  or the date such  proposal  first becomes
publicly disclosed, if sooner.

                  (i)......by the Company, if the Independent  Committee and the
Board authorize the Company to enter into a written  agreement with respect to a
Competing  Transaction  that  the  Independent  Committee  and  the  Board  have
determined is a Superior Proposal; provided however, that, the Company shall not
terminate  this  Agreement  pursuant  to this  Section  7.1(i) and enter into an
agreement for such a Competing Transaction until the expiration of five business
days following  Concord's  receipt of a written notice advising Concord that the
Company has  received a Superior  Proposal  specifying  the  material  terms and
conditions  of such  Superior  Proposal  (and  including a copy thereof with all
accompanying  written  documentation)  and  identifying  the Person  making such
Superior  Proposal.  After  providing  such notice,  the Company shall provide a
reasonable  opportunity  to Concord during such five business day period to make
such  adjustments  in the terms and conditions of this Agreement as would enable
Concord to proceed with the Merger on such adjusted terms.

7.2  Effect of  Termination.  In the event of  termination of this Agreement and
abandonment  of the Merger by either the  Company  or  Concord  as  provided  in
Section 7.1,  this  Agreement  shall  forthwith  terminate and there shall be no
liability  or  obligation  on the part of Concord,  Merger Sub or the Company or
their  respective  officers or directors except with respect to the Sections 5.5
and 7.3;  provided,  however,  that,  subject to the  provisions of Section 8.8,
nothing herein shall relieve any party of liability for any breach hereof.

7.3               Fees,  Expenses  and Other  Payments.  (a) Except as otherwise
provided in this  Section  7.3,  whether or not the Merger is  consummated,  all
costs  and  expenses   incurred  in  connection  with  this  Agreement  and  the
transactions  contemplated  hereby  (including,  without  limitation,  fees  and
disbursements of counsel,  financial  advisors and  accountants)  shall be borne
solely and  entirely by the party  which has  incurred  such costs and  expenses
(with respect to such party, its "Expenses").

                                          24
<PAGE>

(b) ....The Company agrees that if this Agreement  shall be terminated  pursuant
to:

(i)  Section  7.1(b) and such termination is the result of
material breach of any covenant, agreement, representation or warranty contained
herein,  or Section  7.1(e) if the agreement  shall have been  terminated by the
Company and in each such event at any time during the period  commencing  on the
date  hereof and ending  twelve  months  after the date of  termination  of this
Agreement,  a Competing  Transaction  shall have been consummated or the Company
shall  have  entered  into a  definitive  agreement  providing  for a  Competing
Transaction;

(ii) Section  7.1(f)  because the Agreement and the Merger shall fail to receive
the requisite vote for approval and adoption by the  stockholders of the Company
at a meeting of the  stockholders of the Company called to vote thereon,  and at
the  time of such  meeting  there  shall  exist a  proposal  with  respect  to a
Competing  Transaction  which either (x) the Board or the Independent  Committee
has not publicly opposed or (y) is consummated,  or a definitive  agreement with
respect to which is entered  into,  at any time during the period  commencing on
the date hereof and ending twelve months after the date of  termination  of this
Agreement; or

(iii)                      Section 7.1(g), Section 7.1(h) or Section 7.1(i);

then in each such event the Company  shall pay to Concord an amount equal to (A)
Concord's  Expenses which such Expenses shall not exceed  $350,000 plus (B) if a
Competing  Transaction is consummated  during the period  commencing on the date
hereof and ending twelve months after the date of termination of this Agreement,
an additional amount equal to $250,000.

                  (c) ....The  Company  agrees that if this  Agreement  shall be
terminated  pursuant to Section 7.1(b), then the Company shall pay to Concord an
amount equal to Concord's  Expenses not to exceed  $350,000;  provided  that the
Company  shall not be  obligated  to make any payment  pursuant to this  Section
7.3(c) if the Company  shall be obligated to make a payment to Concord  pursuant
to Section 7.3(b).

                  (d) ....Any  payment  required to be made  pursuant to Section
7.3(b) or Section 7.3(c) shall be made as promptly as practicable  but not later
than five business days after termination of this Agreement and shall be made by
wire  transfer  of  immediately  available  funds to an  account  designated  by
Concord,  except that any payment to be made as the result of an event described
in  Section  7.3(b)(i)  or  clause  (y) of  Section  7.3(b)(ii)  or the  payment
described  in  clause  (B) of  Section  7.3(b)  shall  be  made as  promptly  as
practicable  but not later  than five  business  days  after the date on which a
Competing Transaction shall have been consummated.

7.4 Amendment.  This Agreement may be amended by the parties  hereto,  by action
taken or authorized by their respective  Boards of Directors and the Independent
Committee,  at any time before or after  approval of the  matters  presented  in
connection  with the Merger by the  stockholders  of the  Company or of Concord,
but, after any such approval,  no amendment  shall be made which by law requires
further  approval by such  stockholders  without  such  further  approval.  This
Agreement may not be amended except by an instrument in writing signed on behalf
of each of the parties hereto.

                                        25
<PAGE>

7.5              Extension;  Waiver.  At any time prior to the Effective  Time,
the parties hereto,  by action taken or authorized by their respective Boards of
Directors and the Independent Committee, may, to the extent legally allowed, (i)
extend the time for the  performance of any of the  obligations or other acts of
the other parties hereto, (ii) waive any inaccuracies in the representations and
warranties  contained  herein or in any document  delivered  pursuant hereto and
(iii)  waive  compliance  with any of the  agreements  or  conditions  contained
herein.  Any  agreement on the part of a party  hereto to any such  extension or
waiver shall be valid only if set forth in a written instrument signed on behalf
of such party.


                                ARTILCE VIII
                               GENERAL PROVISIONS

8.1      Nonsurvival of Representations,  Warranties and Agreements. None of the
representations,  warranties,  covenants and  agreements in this Agreement or in
any instrument  delivered pursuant to this Agreement shall survive the Effective
Time, except for the agreements  contained in Articles I, II, Sections 5.5, 5.8,
7.3 and Article VIII.

8.2               Notices. All notices and other communications  hereunder shall
be in writing  and shall be deemed  given if  delivered  personally,  telecopied
(with  confirmation)  or mailed by registered or certified mail (return  receipt
requested) to the parties at the  following  addresses (or at such other address
for a party as shall be specified by like notice):

                  (a)......if to Concord or Merger Sub, to:

                           Concord Assets Group, Inc.
                           150 East Palmetto Park Road, 4th Floor
                           Boca Raton, FL  33432
                           Attention: Robert A. Mandor
                           Facsimile:  (561) 392-8311

                           With a copy to:

                           Rosenman & Colin LLP
                           575 Madison Avenue
                           New York, New York 10022-2585
                           Attention:  Joel A. Yunis, Esq.
                           Facsimile:  (212) 940-8776


                                        26
<PAGE>



                  (b)......if to the Company, to:

                           Milestone Properties, Inc.
                           150 East Palmetto Park Road, 4th Floor
                           Boca Raton, FL  33432
                           Attention:  Joseph Otto
                           Facsimile:  (561) 392-8311

                           With a copies to:

                           Adorno & Zeder
                           2601 South Bayshore Drive, Suite 1600
                           Miami, Florida 33133
                           Attention: Dennis J. Olle, Esq.
                           Facsimile: (305) 858-4777

                           and

                           Joseph M. Weitzman, Esq.
                           551 Fifth Avenue, Suite 1701
                           New York, New York 10176
                           Facsimile: (212) 949-8194


8.3  Certain Definitions. For purposes of this Agreement:

                  (a)......an  "Affiliate"  of any person means  another  person
that directly or indirectly,  through one or more intermediaries,  controls,  is
controlled by, or is under common control with, such first person;

                  (b)......"Beneficially  Own" or  "Beneficial  Ownership"  with
respect  to  any  securities,   means  having  "beneficial  ownership"  of  such
securities  in accordance  with the  provisions of Rule 13d-3 under the Exchange
Act.  Without  duplicative  counting of the same  securities by the same holder,
securities  beneficially owned by a person include securities beneficially owned
by all other persons with whom such person would constitute a group;

                  (c)......"Group" means two or more persons acting together for
the purpose of acquiring,  holding, voting or disposing of any securities, which
persons would be required to file a Schedule 13D or Schedule 13G with the SEC as
a "person"  within the meaning of Section  13(d)(3) of the  Exchange Act if such
persons  beneficially  owned a sufficient  amount of such  securities to require
such a filing under the Exchange Act;

                  (d)......"Person"  means an individual,  corporation,  limited
liability   company,   partnership,    joint   venture,   association,    trust,
unincorporated organization or other legal entity;

                                                27
<PAGE>

                  (e)......a "Subsidiary" of any person means another person, an
amount of the voting  securities,  other voting ownership or voting  partnership
interests  of which is  sufficient  to elect at least a majority of its Board of
Directors or other  governing  body (or, if there are no such voting  interests,
50% or more of the equity interests of which) is owned directly or indirectly by
such first person; and

                  (f)......Any  accounting  term that is used in the  context of
describing  or referring to an accounting  concept and that is not  specifically
defined  herein  shall be construed  in  accordance  with GAAP as applied in the
preparation of the financial  statements of the Company  included in the Company
SEC Documents (including,  without limitation, the Year-End Financial Statements
and the Balance Sheet).

8.4  Interpretation.  When a reference is made in this  Agreement to Sections or
Exhibits,  such reference  shall be to a Section of or Exhibit to this Agreement
unless otherwise  indicated.  The recitals hereto constitute an integral part of
this Agreement.  The table of contents and headings  contained in this Agreement
are for  reference  purposes only and shall not affect in any way the meaning or
interpretation  of this Agreement.  Whenever the words "include",  "includes" or
"including" are used in this  Agreement,  they shall be deemed to be followed by
the words "without  limitation".  The phrase "made  available" in this Agreement
shall mean that the information referred to has been made available if requested
by the party to whom such information is to be made available.  The phrases "the
date of this Agreement",  "the date hereof' and terms of similar import,  unless
the context otherwise requires, shall be deemed to refer to April 2, 2001.

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

8.6               Entire  Agreement;  No Third  Party  Beneficiaries;  Rights of
Ownership.  This Agreement (including the documents and the instruments referred
to  herein)  (a)  constitutes  the entire  agreement  and  supersedes  all prior
agreements  and  understandings,  both written and oral,  among the parties with
respect  to  the  subject  matter  hereof;  provided  that  the  Confidentiality
Agreement  shall survive the execution and delivery of this  Agreement,  and (b)
except as provided in Sections  2.2, 2.3 and 5.5, is not intended to confer upon
any person other than the parties hereto any rights or remedies  hereunder.  The
parties hereby acknowledge that, except as hereinafter agreed to in writing,  no
party shall have the right to acquire or shall be deemed to have acquired shares
of common  stock of the other party  pursuant to the Merger  until  consummation
thereof.

8.7  Governing  Law;  Consent  to  Jurisdiction.  (a)  This  Agreement  shall be
governed by and construed in  accordance  with the laws of the State of Delaware
without regard to the principles of conflicts of laws thereof.

                  (b)  ....Each  of the  parties  hereto (i)  consents to submit
itself to the exclusive personal jurisdiction of any Delaware state court or any
federal court  located in the State of Delaware in the event any dispute  arises
out of this Agreement or any of the transactions  contemplated by this Agreement
and (ii)  agrees  that it shall  not  attempt  to deny or defeat  such  personal
jurisdiction by motion or other request for leave from any such court.

                                        28
<PAGE>

8.8  Severability; No Remedy in Certain Circumstances.  Any term or provision of
this  Agreement  that  is  invalid  or  unenforceable  in any  situation  in any
jurisdiction  shall not affect the validity or  enforceability  of the remaining
terms and provisions  hereof or the validity or  enforceability of the offending
term or provision in any other  situation or in any other  jurisdiction.  If the
final  judgment of a court of competent  jurisdiction  declares that any term or
provision hereof is invalid or  unenforceable,  the parties agree that the court
making the determination of invalidity or unenforceability  shall have the power
to reduce  the  scope,  duration,  or area of the term or  provision,  to delete
specific words or phrases,  or to replace any invalid or  unenforceable  term or
provision with a term or provision that is valid and  enforceable and that comes
closest to  expressing  the  intention of the invalid or  unenforceable  term or
provision,  and this  Agreement  shall be  enforceable  as so modified after the
expiration  of the time within  which the  judgment  may be appealed  unless the
foregoing  inconsistent  action or the failure to take an action  constitutes  a
material breach of this Agreement or makes this Agreement impossible to perform,
in which case this  Agreement  shall  terminate  pursuant to Article VII hereof.
Except as otherwise  contemplated by this Agreement,  to the extent that a party
hereto took an action inconsistent  herewith or failed to take action consistent
herewith or required hereby pursuant to an order or judgment of a court or other
competent  authority,  such party shall incur no liability or obligation  unless
such party did not in good faith seek to resist or object to the  imposition  or
entering of such order or judgment.

8.9               Publicity.  Except as otherwise required by any applicable law
or rules or regulations promulgated thereunder,  so long as this Agreement is in
effect,  neither  the  Company nor  Concord  shall,  or shall  permit any of its
Subsidiaries  to, issue or cause the  publication  of any press release or other
public  announcement  with  respect  to the  transactions  contemplated  by this
Agreement  without the consent of the other party,  which  consent  shall not be
unreasonably withheld.

8.10              Assignment.  Neither  this  Agreement  nor any of the  rights,
interests  or  obligations  hereunder  shall be  assigned  by any of the parties
hereto  (whether by operation  of law or  otherwise)  without the prior  written
consent of the other parties.  Subject to the preceding sentence, this Agreement
will be binding upon,  inure to the benefit of and be enforceable by the parties
and their respective successors and assigns.

8.11              Adjustment.  All dollar  amounts  and share  numbers set forth
herein, including without limitation the Merger Consideration,  shall be subject
to equitable adjustment in the event of any stock split, stock dividend, reverse
stock split or similar  event  affecting the Company  Common Stock,  between the
date of this Agreement and the Effective Time, to the extent appropriate.

                                        29

<PAGE>



                  IN WITNESS WHEREOF,  Concord,  Merger Sub and the Company have
caused this Agreement,  to be signed by their respective officers thereunto duly
authorized, all as of April 2, 2001.

                                     CONCORD ASSETS GROUP, INC.

                                     Name:
                                     Title:


                                     MST MERGER CORP.


                                     Name:
                                     Title:


                                     MILESTONE PROPERTIES, INC.

                                     Name:
                                     Title:



                                        30
<PAGE>

             EXHIBIT A

                      CERTIFICATE OF INCORPORATION

                                       OF

                                MST MERGER CORP.

                    (Pursuant to Sections 101 and 102 of the
                General Corporation Law of the State of Delaware)

                -------------------------------------------------




                  The  undersigned,  in order to form a corporation  pursuant to
Sections  101 and 102 of the General  Corporation  Law of the State of Delaware,
does hereby certify as follows:


     FIRST: The name of the corporation (the "Corporation") is MST Merger Corp.

     SECOND: The address of the Corporation's  registered office in the State of
Delaware  is c/o The  Corporation  Trust  Center,  1209 Orange  Street,  City of
Wilmington,  County of New  Castle,  State of  Delaware  19801.  The name of the
Corporation's registered agent at such address is The Corporation Trust Company.


     THIRD:  The  purpose of the  Corporation  is to engage in any lawful act or
activity for which  corporations may be organized under the General  Corporation
Law of the State of Delaware.


     FOURTH:  The total  number of shares of stock which the  Corporation  shall
have authority to issue is one thousand (1,000) shares of common stock, $.01 par
value per share.


     FIFTH: The duration of the Corporation is to be perpetual.


     SIXTH:  The Board of Directors of the  Corporation  shall have the power to
adopt, amend and repeal the by-laws of the Corporation.


     SEVENTH:  The  Corporation  shall,  to the fullest extent  permitted by the
provisions  of  Section  145 of the  General  Corporation  Law of the  State  of
Delaware,  as the same may be amended and  supplemented,  indemnify  any and all
persons  whom it shall  have power to  indemnify  under  said  section  from and
against any and all expenses,  liabilities,  or other matters  referred to in or
covered by said section,  and the indemnification  provided for herein shall not
be deemed  exclusive  of any  other  rights to which  those  indemnified  may be
entitled under any By-Law,  agreement,  vote of  stockholders  or  disinterested
directors  or  otherwise,  both as to  action  in his or her or  their  official
capacity and as to action in another  capacity  while  holding such office,  and
shall  continue  as to a  person  who  has  ceased  to be a  director,  officer,
employee, or agent and shall inure to the benefit of the heirs,  executors,  and
administrators of such a person.

                                31
<PAGE>

     EIGHTH:  Whenever a  compromise  or  arrangement  is proposed  between this
Corporation  and  its  creditors  or any  class  of  them  and/or  between  this
Corporation  and its  stockholders  or any class of them, any court of equitable
jurisdiction  within the State of Delaware may, on the  application in a summary
way of this  Corporation  or of any creditor or stockholder  thereof,  or on the
application of any receiver or receivers  appointed for this  Corporation  under
the  provisions  of  Section  291 of  Title 8 of the  Delaware  Code,  or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this  Corporation  under the  provisions  of  Section  279 of Title 8 of the
Delaware Code, order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this  Corporation,  as the case may
be, to be summoned in such  manner as the said court  directs.  If a majority in
number  representing  three-fourths  in  value  of the  creditors  or  class  of
creditors,  and/or  of  the  stockholders  or  class  of  stockholders  of  this
Corporation,  as the case may be, agree to any compromise or arrangement  and to
any such  reorganization of this Corporation as a consequence of such compromise
or arrangement,  the said compromise or arrangement and the said  reorganization
shall,  if sanctioned by the court to which the said  application had been made,
be  binding  on all the  creditors  or  class  of  creditors  and/or  on all the
stockholders or class of stockholders of this  Corporation,  as the case may be,
and also on this Corporation.


     NINTH:  From  time to time any of the  provisions  of this  Certificate  of
Incorporation  may  be  amended,  altered  or  repealed,  and  other  provisions
authorized  by the laws of the  State of  Delaware  at the time in force  may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the  stockholders  of the  Corporation by this
Certificate  of  Incorporation  are granted  subject to the  provisions  of this
Article NINTH.


     TENTH: The name and mailing address of the sole incorporator is as follows:


                  Name                               Address

                  Brett P. Garver           c/o Rosenman & Colin LLP
                                                     575 Madison Avenue
                                                     New York, New York  10022


     ELEVENTH:  No director of the Corporation shall be personally liable to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a director;  provided,  however,  that nothing in this Article  ELEVENTH
shall  eliminate  or limit the  liability  of any director (i) for breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or  omissions  not in good  faith or which  involve  intentional  misconduct  or
knowing violation of law, (iii) under Section 174 of the General Corporation Law
of the State of Delaware,  or (iv) for any  transaction  from which the director
derived an improper personal benefit.

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     TWELFTH: Election of directors need not be by written ballot.

     IN WITNESS  WHEREOF,  I have hereunto signed my name and affirm,  under the
penalties  of  perjury,  that this  Certificate  is my act and deed and that the
facts stated herein are true this 20th day of March, 2001.

                                                 _/s/ Brett P. Garver
                                                ------------------------------
                                                 Brett P. Garver
                                                 Sole Incorporator





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<PAGE>


                                                        EXHIBIT B

                                     BY-LAWS

                                       of

                                MST MERGER CORP.

ARTICLE I

                                  Stockholders

1.1 Annual  Meeting.  The annual meeting of the  stockholders of the Corporation
shall be held  annually  at the  registered  office of the  Corporation  at 1209
Orange  Street,  in the  City of  Wilmington,  County  of New  Castle,  State of
Delaware  19801,  at 10:00 A.M.  on the 15th day of May,  or at such other place
within or without  the State of  Delaware,  at such other time and on such other
date as may from time to time be designated  by the Board of Directors,  for the
election of directors and for the transaction of any other proper business.

1.2 Special  Meetings.  Special  meetings of the stockholders of the Corporation
may be  called  at any  time  and  from  time to time by the  President  or by a
majority of the directors  then in office,  and shall be called by the Secretary
upon the written request of  stockholders  holding of record at least a majority
in number of the issued and outstanding  shares of the  Corporation  entitled to
vote at such  meeting.  Special  meetings  shall be held at such place within or
without  the  State  of  Delaware,  at such  time  and on such  date as shall be
specified in the call thereof.

1.3 Notice of  Meetings.  Written  notice of each  meeting of the  stockholders,
stating the place,  date and hour thereof and, in the case of a special meeting,
the purpose or purposes  for which it is called,  shall be given,  not less than
ten nor more than sixty days  before the date of such  meeting (or at such other
time as may be required by  statute),  to each  stockholder  entitled to vote at
such  meeting.  If mailed,  such  notice is given when  deposited  in the United
States mail, postage prepaid, directed to each stockholder at his or her address
as it appears on the records of the Corporation.

1.4 Waiver of Notice.  Whenever  notice is required to be given of any annual or
special meeting of the  stockholders,  a written waiver  thereof,  signed by the
person  entitled  to  notice,  whether  before or after the time  stated in such
notice,  shall be deemed  equivalent  to  notice.  Neither  the  business  to be
transacted  at,  nor the  purpose  of, any  regular  or  special  meeting of the
stockholders need be specified in any written waiver of notice.  Attendance of a
person at a meeting of the  stockholders  shall constitute a waiver of notice of
such meeting,  except when the person attends a meeting for the express  purpose
of  objecting,  at the  beginning  of the  meeting,  to the  transaction  of any
business because the meeting is not lawfully called or convened.

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<PAGE>

1.5  Adjournment.  When any meeting of the  stockholders is adjourned to another
time or place, notice need not be given of the adjourned meeting if the time and
place to which the meeting is  adjourned  are  announced at the meeting at which
the  adjournment  is  taken.  At  the  adjourned  meeting  any  business  may be
transacted  which might have been  transacted  at the original  meeting.  If the
adjournment is for more than thirty days, or if after such adjournment the Board
of Directors shall fix a new record date for the adjourned  meeting, a notice of
the adjourned  meeting shall be given to each  stockholder of record entitled to
vote at such meeting.

1.6 Quorum.  At any meeting of the  stockholders  the presence,  in person or by
proxy, of the holders of a majority of the issued and outstanding  shares of the
Corporation  entitled to vote at such  meeting  shall be  necessary  in order to
constitute a quorum for the transaction of any business. If there shall not be a
quorum at any  meeting of the  stockholders,  the  holders of a majority  of the
shares  entitled to vote  present at such  meeting,  in person or by proxy,  may
adjourn  such  meeting  from  time  to  time,  without  further  notice  to  the
stockholders  other than an announcement  at such meeting,  until holders of the
amount of shares  required to  constitute a quorum shall be present in person or
by proxy.

1.7  Voting.  Each  stockholder  shall be entitled to one vote for each share of
capital  stock held by such  stockholder.  Voting need not be by ballot,  except
that all  election of  directors  shall be by written  ballot  unless  otherwise
provided in the Certificate of  Incorporation.  Whenever any corporate action is
to be taken by vote of the stockholders,  it shall, except as otherwise required
by law or by the  Certificate of  Incorporation,  be authorized by a majority of
the votes cast at a meeting of stockholders of the holders of shares entitled to
vote thereon,  except that all elections  shall be decided by a plurality of the
votes cast.

1.8 Action  Without a Meeting.  Any action  required or permitted to be taken at
any annual or special  meeting of  stockholders  may be taken  without a meeting
thereof,  without  prior  notice and  without a vote,  if a consent in  writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock  having not less than the minimum  number of votes that would be necessary
to  authorize  or take such action at a meeting at which all shares  entitled to
vote  thereon  were  present  and  voted.  Prompt  notice of the  taking of such
corporate action without a meeting by less than unanimous  written consent shall
be given to those stockholders who have not consented in writing.

1.9 Record  Date.  The Board of  Directors  may fix, in advance,  a record date,
which shall not be more than sixty nor less than ten days before the date of any
meeting of stockholders,  nor more than sixty days prior to any other action, as
the record  date for the purpose of  determining  the  stockholders  entitled to
notice  of or to vote at any  meeting  of the  stockholders  or any  adjournment
thereof, or to express consent to corporate action in writing without a meeting,
or entitled to receive  payment of any dividend or  distribution or allotment of
any  rights,  or  entitled  to  exercise  any rights in  respect of any  change,
conversion or exchange of stock or for the purpose of any other lawful action.

1.10 Proxies.  Each stockholder entitled to vote at a meeting of stockholders or
to express  consent or dissent to corporate  action in writing without a meeting
may authorize  another person or persons to act for him or her by proxy,  but no
such proxy shall be voted or acted upon after three years from its date,  unless
the proxy provides for a longer period.

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<PAGE>

ARTICLE II

                                    Directors

2.1 Number; Qualifications.  The Board of Directors shall consist of one or more
members.  The  number of  directors  shall be fixed by the  Board of  Directors.
Directors need not be stockholders of the Corporation.

2.2 Term of Office.  Each director  shall hold office until his or her successor
is elected and  qualified  or until his or her  earlier  death,  resignation  or
removal.

2.3 Meetings. A meeting of the Board of Directors shall be held for the election
of officers and for the  transaction  of such other  business as may come before
such  meeting  as  soon  as   practicable   after  the  annual  meeting  of  the
stockholders.  Other  regular  meetings of the Board of Directors may be held at
such times as the Board of  Directors of the  Corporation  may from time to time
determine.  Special meetings of the Board of Directors may be called at any time
by the President of the  Corporation  or by a majority of the directors  then in
office.  Meetings  of the Board of  Directors  may be held within or without the
State of Delaware.

2.4 Notice of Meetings; Waiver of Notice;  Adjournment.  No notice need be given
of the first  meeting  of the Board of  Directors  after the  annual  meeting of
stockholders or of any other regular  meeting of the Board of Directors.  Notice
of a special meeting of the Board of Directors,  specifying the place,  date and
hour  thereof,  shall be delivered  personally,  mailed or  telegraphed  to each
director  at his or her  address  as such  address  appears  on the books of the
Corporation  at least two business days  (Saturdays,  Sundays and legal holidays
not being considered  business days for the purpose of these By-Laws) before the
date of such  meeting.  Whenever  notice  is  required  to be  given  under  any
provision of the Certificate of Incorporation or these By-Laws, a written waiver
thereof,  signed by the person  entitled to notice,  whether before or after the
time stated  therein,  shall be deemed  equivalent  to notice.  Attendance  of a
director  at a  special  meeting  shall  constitute  a waiver  of notice of such
meeting,  except when the person  attends a meeting  for the express  purpose of
objecting,  at the beginning of the meeting,  to the transaction of any business
because the meeting is not lawfully called or convened.  Neither the business to
be  transacted  at, nor the purpose  of, any  regular or special  meeting of the
stockholders,  the directors or any committee of directors  need be specified in
any  written  waiver  of  notice  unless  so  required  by  the  Certificate  of
Incorporation or these By-Laws.  A majority of the directors  present whether or
not a quorum is present,  may  adjourn  any  meeting to another  time and place.
Notice need not be given of the adjourned meeting if the time and place to which
the meeting is adjourned are  announced at the meeting at which the  adjournment
is taken, and at the adjourned meeting any business may be transacted that might
have been transacted at the original meeting.

2.5 Quorum; Voting. A majority of the total number of directors shall constitute
a quorum  for the  transaction  of  business.  The vote of the  majority  of the
directors  present at a meeting at which a quorum is present shall be the act of
the Board of Directors.

2.6  Participation  by  Telephone.  Members  of the  Board of  Directors  or any
committee thereof may participate in a meeting of the Board of Directors or such
committee by means of a conference telephone or similar communications equipment
by means of which all persons  participating in the meeting can hear each other,
and participation in a meeting by such means shall constitute presence in person
at such meeting.

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<PAGE>

2.7 Action  Without a Meeting.  Any action  required or permitted to be taken at
any meeting of the Board of Directors or of any  committee  thereof may be taken
without a meeting if all members of the Board of Directors or such committee, as
the case may be,  consent  thereto in writing,  and the writing or writings  are
filed  with the  minutes  of  proceeding  of the Board of  Directors  or of such
committee.

2.8 Committees.  The Board of Directors may, by resolution  passed by a majority
of the whole Board, designate one or more committees,  each committee to consist
of one or more of the directors.  Any such committee,  to the extent provided in
the  resolution of the Board of  Directors,  shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation, and may authorize the seal of the Corporation to
be  affixed by the  officers  on all papers  which may  require  it, but no such
committee  shall have the power or  authority  in  reference to (a) amending the
Certificate  of  Incorporation  (except  that a  committee  may,  to the  extent
authorized in the resolution or resolutions providing for the issuance of shares
of stock adopted by the Board of Directors,  fix the designations and any of the
preferences  or  rights  of  such  shares  relating  to  dividends,  redemption,
dissolution, any distribution of the assets of the Corporation or the conversion
into,  or the exchange of such shares for,  shares of any other class or classes
or any other  series of the same or any other  class or  classes of stock of the
Corporation, or fix the number of shares of any series of stock or authorize the
increase or decrease of the shares of any series);  (b) adopting an agreement of
merger or consolidation; (c) recommending to the stockholders the sale, lease or
exchange of all or substantially all of the  Corporation's  property and assets;
(d)  recommending  to the  stockholders  a dissolution  of the  Corporation or a
revocation  of a  dissolution;  or (e) amending  these  By-Laws and,  unless the
resolution  expressly so  provides,  no such  committee  shall have the power or
authority to declare a dividend or to authorize the issuance of stock. The Board
of Directors  may designate  one or more  directors as alternate  members of any
such committee, who may replace any absent or disqualified member at any meeting
of  such  committee.  In  the  absence  or  disqualification  of a  member  of a
committee,  the  member  or  members  thereof  present  at any  meeting  and not
disqualified from voting,  whether or not constituting a quorum, may unanimously
appoint  another  director  to act at the meeting in the place of such absent or
disqualified member.

2.9 Removal;  Resignation.  Any director or the entire Board of Directors may be
removed with or without  cause,  by the holders of a majority of the shares then
entitled to vote at an election of  directors.  Any  director  may resign at any
time, upon written notice to the Corporation.

2.10  Vacancies.  Vacancies and newly created  directorships  resulting from any
increase in the  authorized  number of directors  may be filled by a majority of
directors  then in office,  although less than a quorum,  or by a sole remaining
director.  When one or more directors  shall resign from the Board of Directors,
effective  at a  future  date,  a  majority  of the  directors  then in  office,
including  those who have so resigned,  shall have power to fill such vacancy or
vacancies, the vote thereon to take effect when such resignation or resignations
shall  become  effective,  and each  director  so chosen  shall  hold  office as
provided above in the filling of other  vacancies.  A director elected to fill a
vacancy shall hold office for the unexpired term of his or her predecessor.

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<PAGE>

2.11 Compensation. The Board of Directors may fix the compensation of directors.


ARTICLE III

                                    Officers

3.1 Election; Qualifications. At the first meeting of the Board of Directors and
as soon as practicable  after each annual meeting of stockholders,  the Board of
Directors  shall elect or appoint a President,  one or more  Vice-Presidents,  a
Secretary and a Treasurer, and may elect or appoint at such time or from time to
time such  additional  officers  as it deems  advisable.  No  officer  need be a
director  of the  Corporation.  Any  number of  offices  may be held by the same
person.

3.2 Term of Office; Vacancies. Each officer shall hold office until the election
and  qualification  of his or her  successor or until his or her earlier  death,
resignation or removal. Any vacancy occurring in any office,  whether because of
death,  resignation or removal,  with or without cause,  or otherwise,  shall be
filled by the Board of Directors.

3.3  Removal;  Resignation.  Any officer may be removed  from office at any time
with or without cause by the Board of  Directors.  Any officer may resign his or
her office at any time upon written notice to the Corporation.

3.4  Powers  and  Duties  of the  President.  The  President  shall be the chief
executive  officer  of  the  Corporation  and  shall  have  general  charge  and
supervision  of  its  business,  affairs,  administration  and  operations.  The
President  shall from time to time make such reports  concerning the Corporation
as the Board of Directors of the  Corporation  may require.  The President shall
preside at all  meetings of the  stockholders  and the Board of  Directors.  The
President  shall have such other  powers and shall  perform such other duties as
may from time to time be assigned to him or her by the Board of Directors.

3.5 Powers and Duties of the Vice-Presidents.  Each of the Vice-Presidents shall
be given such  titles and  designations  and shall have such  powers and perform
such  duties as may from time to time be  assigned to him or her by the Board of
Directors.

3.6 Powers and Duties of the Secretary.  The Secretary shall record and keep the
minutes of all meetings of the  stockholders  and of the Board of Directors in a
book to be kept for that purpose.  The Secretary  shall attend to the giving and
serving of all notices by the Corporation.  The Secretary shall be the custodian
of, and shall make or cause to be made the proper entries in, the minute book of
the  Corporation  and such other books and records as the Board of Directors may
direct.  The  Secretary  shall be the  custodian  of the  corporate  seal of the
Corporation  and shall affix or cause to be affixed such seal to such  contracts
and other instruments as the Board of Directors may direct.  The Secretary shall
have such other  powers and shall  perform such other duties as may from time to
time be assigned to him or her by the Board of Directors.

                                38
<PAGE>

3.7 Powers and Duties of the Treasurer.  The Treasurer shall be the custodian of
all funds and securities of the Corporation.  Whenever  required by the Board of
Directors,  the Treasurer shall render a statement of the Corporation's cash and
other accounts,  and shall cause to be entered regularly in the proper books and
records  of the  Corporation  to be kept for  such  purpose  full  and  accurate
accounts of the Corporation's receipts and disbursements. The Treasurer shall at
all  reasonable  times  exhibit  the  Corporation's  books and  accounts  to any
director of the  Corporation  upon  application  at the principal  office of the
Corporation  during business  hours.  The Treasurer shall have such other powers
and shall  perform such other duties as may from time to time be assigned to him
or her by the Board of Directors.

3.8 Delegation. In the event of the absence of any officer of the Corporation or
for any other reason that the Board of Directors may deem sufficient,  the Board
of  Directors  may at any time or from time to time  delegate all or any part of
the powers or duties of any  officer to any other  officer or officers or to any
director or directors.

ARTICLE IV

                                      Stock

                  The  shares  of  the  Corporation   shall  be  represented  by
certificates signed by the President or any Vice-President and by the Treasurer,
an Assistant Treasurer,  the Secretary or an Assistant Secretary.  Any of or all
the signatures on the certificate may be a facsimile.

ARTICLE V

                             Execution of Documents

                  All contracts, agreements,  instruments, bills payable, notes,
checks,  drafts,  warrants or other obligations of the Corporation shall be made
in the name of the  Corporation  and shall be signed by such officer or officers
as the Board of Directors may from time to time designate.
ARTICLE VI

                                      Seal

                  The  seal of the  Corporation  shall  contain  the name of the
Corporation,  the words  "Corporate  Seal", the year of its organization and the
word "Delaware".

ARTICLE VII

                                 Indemnification

                  The Corporation shall indemnify all persons to the full extent
permitted,  and in the manner provided, by the Delaware General Corporation Law,
as the same now exists or may hereafter be amended.

                                        39
<PAGE>

ARTICLE VIII

                              Amendment of By-Laws

                  These  By-Laws may be amended or repealed,  and any new By-Law
may be  adopted,  by the  stockholders  entitled  to  vote  or by the  Board  of
Directors.


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