Exhibit 10.12

                                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT  AGREEMENT (this  "Agreement"),  dated as of January 1,
1999, by and between  MILESTONE  PROPERTIES,  INC., a Delaware  corporation (the
"Company"), and Joseph P. Otto (the "Executive").

                                                W I T N E S S E T H

     WHEREAS, the Executive is currently a Vice President of the Company;

     WHEREAS,  the Executive  possesses  intimate  knowledge of the business and
affairs of the Company, its policies, methods and personnel;

         WHEREAS, the Board of Directors (the "Board") of the Company recognizes
that the  Executive's  contribution to the growth and success of the Company has
been, and believes will continue to be,  substantial,  and desires to assure the
Company of the  Executive's  present and  continued  employment  in an executive
capacity and to compensate him therefor;

         WHEREAS,  the Board has  determined  that this Agreement will encourage
the Executive's continued attention and dedication to the Company; and

         WHEREAS, the Executive is willing to make his services available to the
Company on the terms and conditions hereinafter set forth.

         NOW,  THEREFORE,  in consideration of the premises and mutual covenants
set forth herein, the parties hereby agree as follows:

         1.       Employment.

                           1.1  Employment  and Term. The Company shall continue
                           to  employ  the  Executive  and the  Executive  shall
                           continue  to serve  the  Company,  upon the terms and
                           conditions  set forth herein,  for an initial term of
                           three years commencing as of January 1, 1999,  unless
                           sooner  terminated as  hereinafter  set forth,  which
                           term shall  thereafter  be  extended  for  additional
                           consecutive one year periods, except as otherwise set
                           forth  herein,  unless  written  notice  is  given by
                           either party to the other party no later than 60 days
                           before the expiration of the Term (as defined herein)
                           of such party's intention not to extend the Term. The
                           period   during  which  the   Executive  is  employed
                           hereunder is referred to as the "Term".  In the event
                           that the Company elects not to renew this  Agreement,
                           the  Executive  shall  be  entitled  to the  payments
                           provided  herein under  Section  4.2,  subject to the
                           provisions of Section 4.1 and Section 6 hereof.

     1.2 Duties of Executive.  The Executive  shall serve as a Vice President of
the  Company  and shall  diligently  perform  such  duties and  services  as are
commensurate  with such  position and as may  reasonably  be  designated  by the
By-laws  of the  Company  and  from  time to time  assigned  by the  Board.  The
Executive  shall  devote such time to the business and affairs of the Company as
the Board,  the Chief  Executive  Officer or the  President of the Company deems
necessary. -------------------

     1.3 Place of Performance.  In connection with the Executive's employment by
the Company,  the Executive shall be based at the Company's  principal executive
offices in Boca Raton,  Florida.  The Executive may be required to travel on the
Company's business to an extent substantially consistent with his present travel
obligations. --------------------

         2.       Compensation.

                           2.1 Base Salary. During the Term, the Executive shall
                           receive  a base  salary  subject  to  adjustments  as
                           hereinafter  provided  (the  "Base  Salary")  at  the
                           annual rate of $192,938.  During the Term, the Board,
                           or an  appropriate  committee  thereof,  shall review
                           annually the Base Salary payable to the Executive and
                           adjust  the  same in its sole  discretion,  provided,
                           however,  that the Base Salary at any time may not be
                           less  than  $192,938.   In  connection   with  making
                           adjustments  to the Base  Salary as  provided  for in
                           this  Section  2.1,  the  Board,  or  an  appropriate
                           committee thereof, will consider the contributions of
                           the  Executive to the Company's  efficiency,  growth,
                           productivity and profitability,  the expansion of the
                           Executive's   duties,   if  any,  the  level  of  the
                           Executive's responsibilities,  the Executive's tenure
                           with the Company, and such other factors as they deem
                           relevant.   The  Base  Salary  shall  be  payable  in
                           substantially equal installments  consistent with the
                           Company's   normal  payroll   schedule,   subject  to
                           applicable withholding and other taxes.

     2.2 Bonus.  The Executive may be issued annual bonuses as the Board, in its
sole discretion, may determine. -----

         3.       Expense Reimbursement and Other Benefits.

                           3.1  Expense  Reimbursement.  During  the  Term,  the
                           Company,    upon   the   submission   of   supporting
                           documentation  satisfactory  to  the  Company  by the
                           Executive,  and in accordance with Company's policies
                           for its executives, shall reimburse the Executive for
                           all reasonable  expenses actually paid or incurred by
                           the  Executive in the course of, and pursuant to, the
                           business  of  the  Company,  including  expenses  for
                           travel and entertainment.  Reimbursement for expenses
                           shall be subject to such  regulations  and procedures
                           as the Company may from time to time establish.

     3.2  Vacation.  During the Term,  the  Executive  shall be entitled to such
amount of annual paid vacation  time as  designated  in the  Company's  employee
manual or as otherwise  designated  by the Board,  provided,  however,  that the
Executive shall be entitled to no less than four weeks annual paid vacation. The
time during which the Executive may use his vacation time and be absent from the
office  shall  be at his  discretion,  provided,  however,  that  such  time  is
compatible,  as reasonably  determined by the Company's Chief Executive
Officer or  President,  with the vacation and work  schedules of other  relevant
employees and the business demands of the Company.

     3.3 Fringe and Medical  Benefits.  The Company  shall provide the following
benefits to the Executive,  either through direct  payments by the Company or by
reimbursement: ---------------------------

                                    (a) A term life  insurance  policy  insuring
                                    the   Executive's   life  which  provides  a
                                    benefit  of no less  than  $200,000,  naming
                                    such  beneficiaries  as  the  Executive  may
                                    designate from time to time. Notwithstanding
                                    the  foregoing,  if the Company is unable to
                                    obtain term life insurance  which provides a
                                    benefit  of no  less  than  $200,000  on the
                                    Executive's  life at a normal and  customary
                                    cost thereof,  as  reasonably  determined by
                                    the Board (the  "Company  Funded  Premium"),
                                    for a person of the  Executive's  age,  then
                                    this  provision  and the  obligation  of the
                                    Company  hereunder shall be limited to (i) a
                                    contribution by the Company of an amount not
                                    less than the Company  Funded Premium toward
                                    the  payment  of the  premium  of such other
                                    term life insurance  policy,  without regard
                                    to  the  benefit  provided  thereby,  as the
                                    Executive is able to obtain,  or (ii) at the
                                    Executive's  election,  the  Company  Funded
                                    Premium may be applied toward such term life
                                    insurance   insuring  the  Executive's  life
                                    providing  for  a  lesser   benefit  as  the
                                    Company may  procure.  If  requested  by the
                                    Company,  the Executive  agrees to cooperate
                                    with  the  Company  in  obtaining,   at  the
                                    Company's expense, such life insurance. Such
                                    cooperation    shall    include,     without
                                    limitation,   completing  and  signing  such
                                    forms or applications,  undergoing  physical
                                    examinations,  and such other acts as may be
                                    required in order to obtain such insurance.

                                    (b)  The  Executive  shall  be  eligible  to
                                    participate in all benefit plans established
                                    by  the  Company,  on  the  same  basis  and
                                    subject to the same  qualifications as other
                                    executive officers of the Company including,
                                    but not limited to,  medical,  bonus,  stock
                                    option  and  other  benefit   programs.   In
                                    addition,   the  Company  may  provide  such
                                    fringe  benefits  to the  Executive,  either
                                    through     direct     payments     or    by
                                    reimbursements,  as the Company or the Board
                                    may determine from time to time.




<PAGE>





4.       Termination.

                           4.1 Termination for Cause.  Notwithstanding  anything
                           contained  in this  Agreement  to the  contrary,  the
                           Executive's   employment  with  the  Company  may  be
                           terminated  by the  Company for  "Cause".  As used in
                           this Agreement,  the term "Cause" shall mean only (i)
                           any  action  or  omission  of  the  Executive   which
                           constitutes  a willful  and  material  breach of this
                           Agreement, including, but not limited to, the failure
                           of the Executive to satisfactorily perform his duties
                           under Section 1.2 hereof,  which is not cured,  or as
                           to which diligent attempts to cure have not commenced
                           within the time period  provided  for in this Section
                           4.1, (ii) the  commission by the Executive of any act
                           which  would   constitute   fraud,   embezzlement  or
                           misappropriation as against the Company, or (iii) the
                           conviction (from which no appeal can be taken) of the
                           Executive  of any  criminal  act  which is a  felony.
                           Termination of the Executive pursuant to this Section
                           4.1 shall be communicated by a notice (the "Notice of
                           Termination") to the Executive from the Board setting
                           forth a resolution  duly  adopted by the  affirmative
                           vote  of not  less  than  a  majority  of the  entire
                           membership of the Board  (excluding  the Executive if
                           he is then a director  of the  Company)  at a meeting
                           thereof duly called and held for such purpose finding
                           that in the good  faith  opinion  of the  Board,  the
                           Executive  was  guilty  of  conduct  set forth in the
                           definition of Cause and  specifying  the  particulars
                           thereof  in  detail.  In  the  event  of  a  proposed
                           termination for Cause described in clause (i) of this
                           Section 4.1, the Executive shall be given a notice (a
                           "Notice of Cause")  from the Board  setting  forth in
                           reasonable detail any alleged acts or failures to act
                           which  the  Board   believes   may  be  grounds   for
                           termination of the Executive's employment pursuant to
                           the terms hereof and the opportunity to meet with the
                           Board at a time and place mutually convenient to both
                           the Board and the  Executive,  but in no event  later
                           than 10  business  days  after the Notice of Cause is
                           given  to  the   Executive,   at  which  meeting  the
                           Executive  shall have the right to appear  with legal
                           counsel of his  choosing to refute any  determination
                           of  Cause   specified   in  such   notice,   and  any
                           termination of the  Executive's  employment by reason
                           of such determination of Cause shall not be effective
                           until the Executive is afforded such  opportunity  to
                           appear and be heard to defend  such act or failure to
                           act. If the Executive  shall fail to correct such act
                           or failure to act within 10 business  days after such
                           meeting,  the  Executive's  employment by the Company
                           shall be terminated by delivery to the Executive of a
                           Notice of  Termination,  which Notice of  Termination
                           shall be effective when given.  If, within the period
                           provided,  the Executive corrects such act or failure
                           to act, the  Executive's  employment  may not then be
                           terminated  by  the  Board.   Upon  any   termination
                           pursuant to this Section  4.1, the Company  shall pay
                           to the  Executive  any  unpaid  Base  Salary  accrued
                           through the effective date of  termination  specified
                           in  the  Notice  of  Termination.  In  addition,  the
                           Company  shall pay any benefits owed to the Executive
                           under any plan  that the  Executive  participates  in
                           pursuant to Section 3.3 hereof,  in  accordance  with
                           the  terms of such  plans as in effect on the date of
                           termination  of  employment  under this  Section 4.1.
                           Except as provided in this  Section  4.1, the Company
                           shall have no further liability hereunder (other than
                           to make all  reimbursements  for reasonable  business
                           expenses  incurred prior to the date of  termination,
                           subject,  however,  to the  provisions of Section 3.1
                           hereof).

                           4.2 Termination  Without Cause. In the event that the
                           Executive's  employment is terminated  other than (i)
                           for Cause or (ii) in connection  with, or as a result
                           of, a Change of Control,  the Company  shall (a) give
                           the   Executive  30  days   written   notice  of  the
                           termination  of his  employment  and  (b)  pay to the
                           Executive  the  Executive's  Base Salary,  as then in
                           effect,  accrued and unpaid through the date that his
                           employment  was  terminated,  together with all other
                           accrued and unpaid  benefits  owing to the  Executive
                           through   the   date  of  the   termination   of  the
                           Executive's  employment  with  the  Company  plus  an
                           amount equal to 300% of the Executive's  Base Salary,
                           as then in effect.  Subject to Section 7 hereof,  all
                           payments  provided  for in this  Section 4.2 shall be
                           made   by  the   Company   in   substantially   equal
                           installments  consistent  with the  Company's  normal
                           payroll schedule,  subject to applicable  withholding
                           and other taxes.  In addition,  the Company shall pay
                           any  benefits  owed to the  Executive  under any plan
                           that  the  Executive   participates  in  pursuant  to
                           Section 3.3 hereof,  in accordance  with the terms of
                           such plans as in effect on the date of termination of
                           his  employment  under this  Section  4.2.  Except as
                           provided in this Section 4.2, the Company  shall have
                           no further  liability  hereunder  (other than to make
                           all reimbursements  for reasonable  business expenses
                           incurred prior to the date of  termination,  subject,
                           however, to the provisions of Section 3.1 hereof). In
                           the event  that  there  has been a Change of  Control
                           pursuant to Section 6 hereof,  or this  Agreement has
                           been  assigned  pursuant  to Section 10 hereof,  this
                           Section 4.2 shall not survive the  assignment of this
                           Agreement.

         5.       Disability or Death.

                           5.1 Disability. Notwithstanding anything contained in
                           this Agreement to the contrary,  if, during the Term,
                           the  Executive   suffers  a  disability  (as  defined
                           below), the Company shall,  subject to the provisions
                           of  Section  5.2  hereof,  either  directly,  through
                           insurance, or through a combination of both, continue
                           to pay the  Executive  an  amount  equal  to the Base
                           Salary,  as  then  in  effect,  plus a  proportionate
                           amount  of any  compensation  earned by or due to the
                           Executive  as  provided  for in  Section  2.2  hereof
                           through  the  end of  the  first  180  days  of  such
                           disability,  provided,  however,  that,  in the event
                           that the  Executive  is disabled for a period of more
                           than  180 days in any 12 month  period,  the  Company
                           may,  at its  election,  by a vote of not less than a
                           majority  of  the  entire  membership  of  the  Board
                           (excluding  the Executive if he is then a director of
                           the  Company)  within 90 days from the 180th day that
                           the Executive is disabled,  terminate the Executive's
                           employment  with the  Company.  In the  event of such
                           termination,  (i)  payment  of the  Executive's  Base
                           Salary,  as then in effect,  and fringe  benefits (to
                           the extent  permissible  by applicable  law) shall be
                           continued  for a  period  of  12  months  after  such
                           termination,  and (ii) the Executive  shall receive a
                           one time  bonus  in an  amount  equal to the  highest
                           annual  bonus paid to the  Executive  with respect to
                           any of the three years immediately preceding the date
                           of  termination  of the  Executive  to be paid to the
                           Executive   within  15   business   days   after  his
                           termination.  In addition,  the Company shall pay any
                           benefits  owed to the  Executive  under any plan that
                           the Executive participates in pursuant to Section 3.3
                           hereof, in accordance with the terms of such plans as
                           in effect on the date of  termination  of  employment
                           under this  Section  5.1.  Except as provided in this
                           Section  5.1,  the  Company  shall  have  no  further
                           liability   hereunder   (other   than  to  make   all
                           reimbursements   for  reasonable   business  expenses
                           incurred  by  the  Executive  prior  to the  date  of
                           termination,  subject,  however, to the provisions of
                           Section 3.1 hereof).  For purposes of this  Agreement
                           "disability" means a reasonable  determination by the
                           Board, based on reasonable medical evidence, that the
                           Executive is incapable  of  substantially  performing
                           his  obligations   pursuant  to  the  terms  of  this
                           Agreement by reason of physical or mental  illness or
                           injury.

                           5.2 Death. In the event of the death of the Executive
                           during  the  Term,  the  Company  shall  pay  to  the
                           Executive's legal  representative (i) any unpaid Base
                           Salary  accrued  through the date of the  Executive's
                           death,  (ii) the Executive's Base Salary,  as then in
                           effect,   and   fringe   benefits   (to  the   extent
                           permissible  by  applicable  law) for a period  of 12
                           months after the Executive's  death,  and (iii) a one
                           time bonus in an amount  equal to the highest  annual
                           bonus paid to the  Executive  with  respect to any of
                           the three  years  immediately  preceding  the date of
                           death of the  Executive.  In  addition,  the  Company
                           shall pay to the Executive's legal representative any
                           benefits  owed to the  Executive  under any plan that
                           the Executive participated in pursuant to Section 3.3
                           hereof, in accordance with the terms of such plans as
                           in  effect  on the  date  of the  Executive's  death.
                           Except as provided in this  Section  5.2, the Company
                           shall have no further liability hereunder (other than
                           to make all  reimbursements  of  reasonable  business
                           expenses  incurred by the Executive prior to the date
                           of the Executive's death,  subject,  however,  to the
                           provisions of Section 3.1 hereof).

         6.       Change of Control.

                           (a) For the purposes of this Agreement,  a "Change of
                           Control"  shall be deemed to have taken place if: (i)
                           in connection with any cash tender or exchange offer,
                           merger  or  other  business  combination,   contested
                           election,  or any other transaction,  the persons who
                           were   directors   of   the   Company   before   such
                           transactions  shall  cease  to  constitute  at  least
                           two-thirds  of the Board or of the board of directors
                           of any  successor  to the  Company,  as the direct or
                           indirect  result of, or in connection  with, any such
                           transaction,   (ii)   a   complete   liquidation   or
                           dissolution of the Company  occurs,  (iii) there is a
                           sale or  other  disposition  (other  than to a wholly
                           owned  subsidiary) of all, or  substantially  all, of
                           the  assets  of the  Company,  or  (iv)  any  person,
                           including  a "group"  (within  the meaning of Section
                           13(d)(3) of the  Securities  Exchange Act of 1934, as
                           amended (the  "Exchange  Act")),  hereafter  acquires
                           (other than directly from the Company or through open
                           market  purchases  approved by the Board,  as long as
                           the majority of the Board approving such purchases is
                           the majority at the time such purchases are made) any
                           voting   securities   of  the   Company   such   that
                           immediately  after such  acquisition  such person has
                           beneficial  ownership  (within  the  meaning  of Rule
                           13d-3  promulgated  under the Exchange Act) of 20% or
                           more  of  the  combined  voting  power  of  the  then
                           outstanding    securities   of   the   Company   (if,
                           immediately  prior to such  acquisition,  such person
                           did not then have beneficial ownership of 20% or more
                           of the  combined  voting  power  of  the  outstanding
                           securities of the  Company),  provided,  however,  in
                           determining whether a Change of Control has occurred,
                           the  acquisition  of  securities  by (a) an  employee
                           benefit  plan  (or a trust  forming  a part  thereof)
                           maintained  by  either  (y)  the  Company  or (z) any
                           corporation  or  person  of which a  majority  of its
                           voting  power  or its  voting  equity  securities  or
                           equity interest is owned, directly or indirectly,  by
                           the  Company  (for  purposes  of this  definition,  a
                           "Subsidiary"),  or (b) the  Company or a  Subsidiary,
                           shall not constitute an acquisition which would cause
                           a Change of Control.  For purposes of this Agreement,
                           the acquisition of additional shares of the Company's
                           securities by Concord  Assets  Group,  Inc. or any of
                           its  affiliates  shall  not  constitute  a Change  of
                           Control.  For  Change  of  Control  purposes,  if the
                           Company  is a private  entity,  a Change  of  Control
                           would be deemed to take place upon the  occurrence of
                           an event,  the  result of which is a person (or group
                           of   affiliated    persons)   acquiring    ownership,
                           beneficially or otherwise, of greater than 50% of the
                           voting securities of the Company.

                           (b) The Company and the Executive  hereby agree that,
                           if the  Executive  is  employed by the Company on the
                           date on which a Change of Control occurs (the "Change
                           of Control  Date"),  the Company  (and any  successor
                           company that assumes this Agreement) will continue to
                           retain the Executive  and the  Executive  will remain
                           employed by the Company (or such  successor  company)
                           and the Executive  agrees to exercise such  authority
                           and perform such executive duties for the Company (or
                           successor  company)  as  are  commensurate  with  the
                           authority  being exercised and duties being performed
                           by the Executive  immediately  prior to the Change of
                           Control  Date,  until  the third  anniversary  of the
                           Change of Control Date,  without  regard to automatic
                           renewals  as  set  forth  in  Section   1.1.   Unless
                           otherwise  indicated  herein,  the term "the Company"
                           shall include any successor company that assumes this
                           Agreement.

                           (c) If after a Change of  Control  the  Executive  is
                           requested  and, in his sole and absolute  discretion,
                           consents to change his principal  business  location,
                           the Company  will  reimburse  the  Executive  for his
                           reasonable  relocation expenses,  including,  without
                           limitation,  moving  expenses,  temporary  living and
                           travel expenses for a reasonable time while arranging
                           to  move  his  residence  to  the  changed  location,
                           closing costs,  if any,  associated  with the sale of
                           his  existing   residence   and  the  purchase  of  a
                           replacement  residence at the changed location,  plus
                           an additional  amount  representing a gross-up of any
                           state or federal  taxes payable by the Executive as a
                           result of any such  reimbursement.  If the  Executive
                           shall not  consent to change his  business  location,
                           the  Executive  may  continue to provide the services
                           required  of him  hereunder  from his then  residence
                           and/or  business  address,   and  the  Company  shall
                           continue to maintain an office for the  Executive  at
                           such  location   commensurate  with  the  Executive's
                           office at the Company  prior to the Change of Control
                           Date.

                           (d) After a Change of Control the  Company  shall (i)
                           continue  to pay the  Executive a salary in an amount
                           not less  than the Base  Salary  as in  effect on the
                           Change  of  Control  Date,  (ii)  pay  the  Executive
                           bonuses  in an  amount  per year  not  less  than the
                           average of those bonuses paid to the Executive during
                           the  three  year  period  immediately  preceding  the
                           Change of Control Date, and (iii) continue employment
                           benefit programs for the Executive at levels not less
                           than those in effect on the  Change of  Control  Date
                           (but subject to such reductions as may be required to
                           maintain  such plans in  compliance  with  applicable
                           federal law regulating employee benefit programs).

                           (e) If after a Change of Control this  Agreement  has
                           not been  assigned to the  successor  company and (i)
                           the  Executive's  employment  is  terminated  by  the
                           Company or successor company other than for Cause, or
                           (ii) there shall have  occurred a material  reduction
                           in the Executive's compensation or employment related
                           benefits,  or a  material  change in the  Executive's
                           status,      working      conditions,      management
                           responsibilities   or  titles,   and  the   Executive
                           voluntarily  terminates  his  relationship  with  the
                           Company (or the successor  company) within 60 days of
                           any such occurrence,  or the last in a series of such
                           occurrences,  the  Executive  shall  be  entitled  to
                           receive,  subject to the  provisions of  subparagraph
                           (f) of this Section 6, a "lump sum payment"  equal to
                           (y) 299% of the  Executive's  "Base Period Income" as
                           determined  under  subparagraph (f) of this Section 6
                           reduced  by  (z)  any  additional  payments  to  such
                           Executive required to be taken into consideration for
                           the purposes of  calculating  a  "parachute  payment"
                           within the  meaning of Section  280G of the  Internal
                           Revenue Code of 1986,  as amended (the  "Code"),  and
                           regulations   promulgated    thereunder,    provided,
                           however,  that no such  lump  sum  payment  shall  be
                           owing,  payable  or  paid  to  the  Executive  if the
                           Company  procures a position for the Executive with a
                           company or entity that conducts  business  similar to
                           that of the Company's in all material respects in the
                           same  general  geographic  vicinity  as  the  Company
                           currently  conducts its business,  with an employment
                           agreement  having terms and conditions  substantially
                           the same as those of this  Agreement  in all material
                           respects.  If payable,  such lump sum payment will be
                           paid to the  Executive  within 15 business days after
                           his  termination  of employment  with the Company (or
                           such successor  company).  Such  termination  payment
                           shall not be reduced by any present  value or similar
                           factor,  and the  Executive  shall not be required to
                           mitigate the amount of such payment by securing other
                           employment  or  otherwise,  nor will such  payment be
                           reduced  by reason of the  Executive  securing  other
                           employment or for any other reason.  The  termination
                           payment  shall be paid in lieu of any  severance  pay
                           due to the  Executive  pursuant to any  severance  or
                           employment  agreement with, or severance payment plan
                           of, the Company.

     (f) The  Executive's  "Base  Period  Income"  shall be his  average  annual
compensation  (including,  without limitation,  his Base Salary and any bonuses)
for  the  five  years  immediately  preceding  the  date of his  termination  of
employment  with the  Company.  If the  Executive  has not been  employed by the
Company for a full five years at the time that his  employment  with the Company
is  terminated,  his Base Period Income shall be determined  based on the period
that he was employed by the Company.

                           (g) In the event that the Executive's employment with
                           the  Company  is  terminated  other  than for  Cause,
                           disability  or death  after this  Agreement  has been
                           assigned  pursuant to Section 10 hereof,  the company
                           that  assumed  this   Agreement   shall  pay  to  the
                           Executive  the  Executive's  Base Salary,  as then in
                           effect,  accrued and unpaid through the date that his
                           employment  was  terminated,  together with all other
                           accrued and unpaid  benefits  owing to the  Executive
                           through   the   date  of  the   termination   of  the
                           Executive's   employment   plus,   subject   to   the
                           provisions of  subparagraph  (f) of this Section 6, a
                           "lump  sum   payment"   equal  to  (i)  299%  of  the
                           Executive's  "Base Period Income" as determined under
                           subparagraph  (f) of this  Section 6 reduced  by (ii)
                           any additional payments to such Executive required to
                           be  taken  into  consideration  for the  purposes  of
                           calculating a "parachute  payment" within the meaning
                           of   Section   280G  of  the  Code  and   regulations
                           promulgated  thereunder.  If  payable,  such lump sum
                           payment  will  be  paid to the  Executive  within  15
                           business  days after his  termination  of  employment
                           with the Company (or such  successor  company).  Such
                           termination  payment  shall  not  be  reduced  by any
                           present

                                                       2



<PAGE>





                                      value or similar factor, and the Executive
shall not be required to mitigate the amount of such  payment by securing  other
employment  or  otherwise,  nor will such  payment  be  reduced by reason of the
Executive  securing other  employment or for any other reason.  The  termination
payment shall be paid in lieu of any severance pay due to the Executive pursuant
to any severance or employment agreement with, or severance payment plan of, the
Company.

                  7.       Mitigation.

                  In the event that the Executive's  employment with the Company
                  is  terminated  pursuant  to the  provisions  of  Section  4.2
                  hereof,  the  Executive  shall  be  obligated  to  seek  other
                  employment to mitigate the amount of any payments provided for
                  under  this   Agreement.   If  the  Executive   obtains  other
                  employment, the amount of any payment provided for pursuant to
                  Section 4.2 hereof shall be reduced by any compensation earned
                  by the  Executive  as the  result  of  employment  by  another
                  employer after the termination of the  Executive's  employment
                  with the Company.  If the amount of all compensation earned by
                  the Executive as the result of employment by another  employer
                  after the termination of the  Executive's  employment with the
                  Company is equal to or greater than the amount of all payments
                  provided for pursuant to Section 4.2 hereof, the Company shall
                  have no further  liability to the Executive  under Section 4.2
                  hereof.

                  8.       Restrictive Covenants.

                           8.1 Nondisclosure.  During the Term and following the
                           termination of the  Executive's  employment  with the
                           Company,    the   Executive    shall   not   divulge,
                           communicate,  use to the  detriment of the Company or
                           for the benefit of any other  person or  persons,  or
                           misuse in any way, any  Confidential  Information (as
                           hereinafter  defined)  pertaining  to the business of
                           the Company.  Any Confidential  Information,  or data
                           now  or  hereafter  acquired  by the  Executive  with
                           respect to the  business of the Company  (which shall
                           include,   but  not  be   limited   to,   information
                           concerning   the   Company's   financial   condition,
                           prospects, technology,  customers, suppliers, methods
                           of doing  business and marketing and promotion of the
                           Company's  services),  shall be  deemed  a  valuable,
                           special  and  unique  asset  of the  Company  that is
                           received  by the  Executive  in  confidence  and as a
                           fiduciary.    For   purposes   of   this   Agreement,
                           "Confidential    Information"    means    information
                           disclosed to the  Executive or known by the Executive
                           as a consequence  of, or through,  his  employment by
                           the   Company   (including   information   conceived,
                           originated, discovered or developed by the Executive)
                           prior to, or after, the date hereof and not generally
                           known or in the public  domain,  about the Company or
                           its business.  Notwithstanding the foregoing, nothing
                           herein shall be deemed to restrict the Executive from
                           disclosing  Confidential  Information  to the  extent
                           required by law.

                           8.2 Nonsolicitation of Employees. During the Term and
                           for a period of two years  following the  termination
                           of the Executive's  employment with the Company,  the
                           Executive  shall  not  directly  or  indirectly,  for
                           himself or for any other person,  firm,  corporation,
                           partnership,  association or other entity, attempt to
                           employ  or enter  into any  contractual  arrangement,
                           directly  or  indirectly,  with any  employee  of the
                           Company  or any  person  who was an  employee  of the
                           Company  at any  time  during  the six  month  period
                           immediately prior to the Executive's  termination and
                           whose  employment  with the Company was terminated by
                           the Company.

     8.3  Books  and  Records.   All  books,   records,   accounts  and  similar
repositories of Confidential Information of the Company, whether prepared by the
Executive  or otherwise  coming into the  Executive's  possession,  shall be the
exclusive  property  of the Company  and shall be  returned  immediately  to the
Company upon  termination of this  Agreement or upon the Board's  request at any
time. -----------------

                  9.       Injunction.

                  It is recognized and hereby acknowledged by the parties hereto
                  that a  breach  by  the  Executive  of  any  of the  covenants
                  contained   in  Section  8  of  this   Agreement   will  cause
                  irreparable  harm and  damage  to the  Company,  the  monetary
                  amount of which may be virtually  impossible to ascertain and,
                  therefore,  that  damages  at law  would be  insufficient  for
                  breach of any of the covenants  contained in Section 8 hereof.
                  As a  result,  the  Executive  agrees  that in the  event of a
                  breach or threatened breach by the Executive of any provisions
                  of  Section  8  hereof,  the  Company  shall  be  entitled  to
                  equitable  relief  in the  form of an  injunction  to  prevent
                  irreparable  injury and that such right to  injunctive  relief
                  shall be cumulative and in addition to whatever other remedies
                  the Company may possess.  In connection with any proceeding to
                  seek   injunctive   relief,   the  parties  hereto  waive  any
                  requirement to post a bond.

                  10.    Consolidation, Merger or Sale of Assets; Assignability.

                  Nothing in this  Agreement  shall  preclude  the Company  from
                  consolidating  or merging into or with, or transferring all or
                  substantially  all of its assets to,  another  corporation  or
                  entity which assumes this  Agreement,  and all  obligations of
                  the Company hereunder,  in writing.  Nothing in this Agreement
                  shall  preclude the Company from  assigning  this Agreement to
                  another  entity in the event that the Company is liquidated or
                  upon a Change  of  Control  if the  successor  company  is not
                  otherwise  obligated  to  assume  this  Agreement.  Upon  such
                  consolidation,   merger,  transfer  of  assets,   liquidation,
                  assignment  and  assumption,  the term "the  Company"  as used
                  herein,  shall  mean such  other  corporation  or entity  that
                  assumes this  Agreement,  and this Agreement shall continue in
                  full force and effect  except as  otherwise  provided  in this
                  Section 10.  Except as otherwise  provided in this Section 10,
                  this  Agreement  shall not be assigned by either  party except
                  with the written  consent of the other. In the event that this
                  Agreement is assigned in  accordance  with the  provisions  of
                  this Section 10, this Agreement shall continue until the third
                  anniversary  of the date of such  assignment and the automatic
                  renewals  as set forth in Section 1.1 hereof and the Change of
                  Control  provisions  of  Section  6 hereof  shall no longer be
                  enforceable.

         11.      Binding Effect.

                  Except as herein  otherwise  provided,  this  Agreement  shall
inure to the benefit of, and shall be binding upon,  the parties  hereto,  their
personal representatives, successors, heirs and assigns.

         12.      Reformation.

                  If any  provision  of this  Agreement  is held to be  illegal,
invalid or unenforceable  under present or future laws effective during the term
of this Agreement, in lieu of such illegal,  invalid or unenforceable provision,
there shall be added  automatically  as a part of this  Agreement a provision as
similar in terms to such illegal,  invalid or unenforceable  provision as may be
possible and be legal, valid and enforceable.

         13.      Terminology.

     All  personal  pronouns  used  in  this  Agreement,  whether  used  in  the
masculine,  the feminine or the neuter gender,  shall include all other genders,
and the singular shall include the plural and vice versa. Titles of Sections are
for  convenience  only,  and neither  limit nor amplify the  provisions  of this
Agreement.
         14.      Governing Law.

                  This  Agreement  shall be governed and construed in accordance
with the laws of the State of Florida,  without  regard to the  conflict of laws
principles thereof.

         15.      Entire Agreement

                  This Agreement contains the entire  understanding  between the
parties  hereto and may not be changed or  modified  except by an  agreement  in
writing signed by all the parties hereto.

         16.      Counterparts.

                  This  Agreement may be executed in any number of  counterparts
and each such counterpart shall for all purposes be deemed an original.

                                                       3



<PAGE>





         17.      Notice.

                  All notices or  communications  hereunder  shall be in writing
and shall be deemed given when delivered in person or when sent by registered or
certified mail, return receipt requested,  or by overnight courier service, to a
party at the following address, or at such other address as any party shall have
given notice to the other in the manner herein provided:

                                    If to the Company, to:

                                       Milestone Properties, Inc.
                                       150 East Palmetto Park Road, 4th Floor
                                       Boca Raton, Florida  33432
                                       Attn: Robert A. Mandor, President

                                    If to the Executive,  to the address on file
in the personnel records of the Company.




                                                       4

<PAGE>


         IN WITNESS  WHEROF,  this Agreement has been duly signed by the parties
hereto as of the day and year first above written.



                                   MILESTONE PROPERTIES, INC.



                                   By___________________________
                                      Name: Robert A. Mandor
                                      Title: President


                                   ------------------------------
                                            Joseph P. Otto